<PAGE>

Certain confidential information contained in this document,
marked by brackets, has been omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.

                                                    Exhibit 10.66

                  SALES AND MARKETING AGREEMENT

     This   Sales   And   Marketing   Services   Agreement   (the
"Agreement")  is made effective as of the 5th day  of  May,  1999
(the  "Effective Date") by and between CV Therapeutics,  Inc.,  a
Delaware  corporation having its principal place of  business  at
3172  Porter  Drive,  Palo  Alto, California  94304  ("CVT")  and
Innovex Inc., a Delaware corporation with its principal place  of
business   at  10  Waterview  Boulevard,  Parsippany,  NJ   07054
("Innovex"),  each on behalf of itself and its  Affiliates.   CVT
and  Innovex are sometimes referred to herein individually  as  a
"Party"   and   collectively   as   the   "Parties."    Quintiles
Transnational  Corp.,  a  North  Carolina  corporation  with  its
principal place of business at 4709 Creekstone Drive, Suite  300,
Riverbirch  Building, Durham, North Carolina 27703 ("Quintiles"),
the  parent  corporation of Innovex, is a party for  purposes  of
Article 8.

     In  consideration of the following covenants,  promises  and
obligations, CVT, Innovex and Quintiles agree as follows.

                            ARTICLE 1

             SERVICES OVERVIEW; INNOVEX EXCLUSIVITY

     1.1  Definitions.  Capitalized terms used but not defined in the
text  of this Agreement shall have the meanings ascribed to  them
on Exhibit A hereto.

     1.2   Overview; CVT Engagement of Innovex.  Pursuant to this
Agreement, the Parties will collaborate to develop and sustain  a
market  for and promote the CVT pharmaceutical product  known  as
ranolazine  (as  defined  in Exhibit A,  the  "Product")  in  the
Territory.  Quintiles shall provide financial assistance  to  CVT
in  connection with the Product Launch of the Product pursuant to
the  Stock Purchase Agreement and Loan Agreement referred to  and
defined  in  Article 8, and CVT shall engage Innovex  to  provide
marketing  and  sales  services for the  Product,  including  the
recruiting  and  deployment of a dedicated sales  force,  all  as
provided  herein.   In  recognition of the  various  undertakings
provided  by Quintiles and Innovex herein, CVT shall pay  Innovex
the  Sales and Marketing Fee and other compensation set forth  in
Sections  9.1,  9.3, 9.5, 9.7 and 10.3.  While the  Parties  have
allocated their respective responsibilities under this Agreement,
the  Parties intend this program to be broadly collaborative, and
seek  to  achieve consensus-based decision making to  the  extent
practical, with the common objective of maximizing the short-term
and long-term commercial success of the Product in the Territory,
subject to the terms and conditions of this Agreement.

     1.3   Innovex Exclusive Rights.  During the Term, except  as
provided in Section 14.5, Innovex shall have the exclusive  right
to provide Sales Force services for the Product in the

<PAGE>

Territory. Other  marketing, advertising and promotional activities
related to the Product in the Territory shall be conducted jointly by the
Parties  in  accordance with this Agreement.  Innovex  shall  not
have  any  rights  with  respect to the Product  outside  of  the
Territory.

     1.4   Retained Rights by CVT. Except as otherwise  expressly
provided  in Section 1.3, CVT shall retain all right,  title  and
interest  in  and to the Product including, but not  limited  to,
owning all clinical trial data and designs, protocols, regulatory
filings for the Product and data in support thereof, the NDA  for
the  Product,  the  Drug Master File for  the  Product,  and  all
manufacturing, distribution, patent, copyright, trade secret  and
trademark rights relating to the Product.  No license is  granted
to Innovex hereunder, either directly or by implication.  Innovex
acknowledges  that any study sponsored by or under the  direction
of  CVT  is  a proprietary program of CVT, containing trademarks,
trade secrets and other intellectual property of CVT, whether  or
not  such rights are utilized in the marketing, promotion or sale
of the Product.

     1.5  Additional Indications.  In the event CVT intends during the
Term of this Agreement to submit an NDA for ranolazine [ * ], CVT
shall  provide Innovex with written notice at least [  *  ]  days
prior  to  the  then current estimated filing  date  of  the  NDA
therefor,  and  the  Parties shall negotiate in  good  faith  the
minimum  sales  and  marketing  effort  which  will  be  required
therefor.  If the Parties reach an agreement thereon within [ * ]
days  after  commencement of such [ * ] day period prior  to  the
then current estimated NDA filing date, ranolazine [ * ] shall be
added to the definition of Product under this Agreement, and  the
corresponding provisions for minimum Innovex sales and  marketing
efforts under this Agreement shall be revised.  If the Parties do
not  reach  agreement within such time period, the definition  of
Product shall not be expanded.

                            ARTICLE 2

                           COMMITTEES

     2.1  Joint Steering Committee ("JSC").

          2.1.1     Formation; Purposes and Principles.  The JSC shall have
overall responsibility for the success of the matters related  to
the  Product  in the Territory as established by this  Agreement,
including  without  limitation:  (i)  to  determine  the  overall
strategy for marketing, promotion and sales of the Product in the
Territory;  (ii) to advise, provide input and determine  strategy
for  Phase  IIIB/IV  Studies; (iii) to plan  and  coordinate  the
Parties'  activities hereunder related to sales and marketing  of
the  Product in the Territory; (iv) to approve plans and  budgets
for  the  services under this Agreement, including the  Marketing
Plan,  consistent  with  the maximization  of  long-term  profits
derived  from  the sale of the Product in the Territory  and  any
other activities related to sales and marketing of the Product in
the  Territory  the  JSC shall deem appropriate  to  achieve  the
Parties'  objectives under this Agreement;  and  (v)  to  resolve
disputes  of the Parties arising under Section 2.1.1,  except  as
provided by Article 16.  Notwithstanding the foregoing,  the  JSC
shall  have  no authority: (a) to determine the annual  value  of
marketing and promotional expenses to be incurred by Innovex; (b)
to  determine the total size of the Sales Force to be  placed  in
the field by Innovex; or (c) to determine, interpret or alter the
terms  and  conditions or rights and obligations of  the  Parties
with  respect to this Agreement, the Loan Agreement or the  Stock
Purchase Agreement.

<PAGE>

          2.1.2     Membership.  The JSC will be comprised of three (3)
representatives   appointed   by   Innovex    and    three    (3)
representatives  appointed  by  CVT,  with  at  least   one   (1)
representative from each Party being a corporate officer of  such
Party.   The  JSC  shall be chaired by a representative  of  CVT.
Either  Party may appoint, substitute or replace members  of  the
JSC  to  serve as their representatives upon notice to the  other
Party.  The Parties shall appoint the initial members of the  JSC
within thirty (30) days after the Effective Date.

          2.1.3     Meetings.  The JSC shall meet in person on a calendar
quarter basis or more frequently as may be agreed upon, to review
the  progress  of  the Parties in performing  the  functions  and
obligations  under  this Agreement.  Each Party  shall  bear  all
travel   and  related  costs  for  its  representatives,  without
reimbursement  under this Agreement.  Location of meetings  shall
alternate  between  CVT  headquarters in Palo  Alto  and  Innovex
headquarters in New Jersey.  In order for a meeting of the JSC to
be convened, such meeting must include at least one (1) committee
member of each Party who is a corporate officer of such Party.

          2.1.4     Decision Making in the JSC. The JSC shall seek to
operate   by  consensus.   The  representatives  of   CVT   shall
collectively  be entitled to one (1) vote and the representatives
of  Innovex shall collectively be entitled to one (1) vote on any
matter before the JSC. Notwithstanding the foregoing, the two (2)
senior representatives on the JSC, one (1) from each Party, shall
have  the authority to make decisions on behalf of the JSC.   CVT
shall have the right to decide any matter properly before the JSC
that  the  JSC  cannot decide by unanimous vote of  the  CVT  and
Innovex representatives.  With respect to the total annual  value
of  marketing and promotional expenses to be incurred by  Innovex
or the total size of the Sales Force to be placed in the field by
Innovex,  Innovex shall have the final responsibility for  making
such decision, provided that the requirements of Section 4.5 must
be satisfied.

          2.1.5     Disputes.  Disagreements within the JSC shall be
resolved  as  set  forth in Section 2.1.4.  In  the  event  of  a
dispute  regarding compliance with this Agreement, the JSC  shall
not  have  authority  to  resolve such dispute,  which  shall  be
handled in the manner set forth in Article 16.  In the event  the
JCC  refers  a dispute to the JSC for resolution, the  JSC  shall
convene  a  meeting  either in person  or  by  teleconference  to
resolve  such  dispute within five (5) days from  the  date  upon
which the JCC notifies the matter to the JSC.

     2.2  Joint Commercialization Committee ("JCC").

          2.2.1     Formation; Purposes and Principles.  The JCC will be
responsible  for development and implementation of the  Marketing
Plan  as  well  as any other matters required for the  sales  and
promotion  of the Product in the Territory, except to the  extent
that  certain matters are solely the responsibility of  a  single
Party  under  this Agreement.  The JCC will additionally  oversee
any  other  activities the JCC shall deem appropriate to  achieve
its objectives consistent with this Agreement.  In overseeing the
operational   aspects  of  commercialization,  the   JCC   shall,
consistent  with Section 2.1.1, without limitation:  (i)  oversee
Phase  IIIB marketing trials which commence after the NDA  Filing
for  the  Product, and Phase IV marketing trials for the Product,
(ii) plan the marketing and sales of the Product in the Territory
consistent  with  Marketing  Plans;  (iii)  monitor,  review  and
comment on costs incurred by the Parties in connection with  such
activities;  (iv)  review and comment on other  commercialization
and  Launch  plans for the Product in the Territory; (v)  receive
and  supply  the  Parties' sales, pricing, and financial  reports

<PAGE>

pertaining  to Pre- and Post-Approval Marketing Activities;  (vi)
review  the  Marketing  Plan; and (vii) facilitate  the  flow  of
information  among  the  Parties,  including  coordinating  sales
activity with manufacturing schedules and distribution.

          2.2.2     Membership.  The size of the JCC may vary from time to
time  in  the  reasonable discretion of the  chair  of  the  JCC,
provided  that  there  are  at least  three  (3)  representatives
appointed by CVT and at least three (3) representatives appointed
by  Innovex.   The  JCC shall be chaired by a  representative  of
Innovex.  Either Party may appoint, substitute or replace members
of  the JCC to serve as their representatives upon notice to  the
other  Party.  The Parties shall appoint the initial  members  of
the JCC within thirty (30) days after the Effective Date.

          2.2.3     Meetings.  The JCC shall meet in person or by
teleconference on a monthly basis or more frequently  as  may  be
agreed  upon, to review the progress of the Parties in performing
the  functions and obligations under this Agreement.  Subject  to
Section  2.4, each Party shall bear all travel and related  costs
for  its  representatives.  Location of meetings shall  alternate
between CVT headquarters in Palo Alto and Innovex headquarters in
New Jersey.

          2.2.4     Decision Making; Quorum.  The JCC shall seek to operate
by  consensus.  The representatives of CVT shall collectively  be
entitled  to  one vote and the representatives of  Innovex  shall
collectively  be  entitled to one vote on any matter  before  the
JCC.   Disputes shall be referred to the JSC for resolution.   In
order for a meeting of the JCC to be convened, such meeting  must
include at least two (2) representatives of each Party.

     2.3  Agendas and Minutes for the JSC and JCC. Unless otherwise
decided  by  the  JSC,  each Party will  disclose  to  the  other
proposed  agenda  items  along  with  appropriate  background  or
supporting information at least ten (10) working days in  advance
of  a  JSC meeting and five (5) working days in advance of a  JCC
meeting.  At each meeting of the JSC or JCC, as the case may  be,
such  committee shall select a secretary who will prepare, within
five  (5) working days after each meeting (whether held in person
or  by  telecommunication), the minutes reporting  in  reasonable
detail  the  actions taken by such committee, the attendees,  the
status  of  goals  and achievements as well as  issues  requiring
resolution  and resolutions of previously reported issues,  which
minutes shall be signed by one of the members of the JSC or  JCC,
as the case may be, from each of the Parties.

     2.4  Innovex Attendance at JCC as a Billable Expense.  Prior to
Product  Launch, Innovex representatives on the JCC  may  invoice
for  their time spent on JCC activities up to the limit  approved
in  the  then current annual Marketing Plan budget to the  extent
such  activities are otherwise unrecoverable under this Agreement
as Pre-Approval Marketing Activities.  Innovex representatives on
the JSC shall not invoice for their time spent on JSC matters.

     2.5  No Authority to Modify Agreement.  The JSC and JCC shall
have no authority to amend or waive compliance with the terms and
conditions  of  this  Agreement, or to  approve  actions  of  the
Parties  which  are inconsistent with this Agreement.   Any  such
amendments and waivers or actions shall be implemented  by  means
of Section 17.6.

<PAGE>

                            ARTICLE 3

      MARKETING PLAN; DETERMINATION OF FULLY BURDENED COST

     3.1   Marketing Plan.  The principal mechanism by which  the
Parties coordinate their sales and marketing activities will be a
Marketing  Plan, to be prepared and periodically updated  as  set
forth  below.   Within six (6) months after the  Effective  Date,
Innovex  shall  submit a draft Marketing Plan to  the  JCC.   The
initial Marketing Plan will cover the remainder of calendar  year
1999  through the period of Product Launch, and after  review  by
the  JCC  will  be submitted to the JSC for review and  approval.
Periodically  thereafter, but no less frequently  than  annually,
Innovex  shall  be responsible for preparing or  updating  drafts
annually  for  JCC and JSC approval.  Each Marketing  Plan  shall
include  a  multi-year projection of Product plans  and  budgets.
Innovex  shall assign responsibilities for updating the Marketing
Plan  and  preparing annual plans, budgets and revenue forecasts,
according to a schedule and using a process that will enable  the
JSC  and  the  JCC,  as the case may be, to submit  comments  and
supplement  such Marketing Plan and budgets in a timely  fashion.
The  draft Marketing Plan shall be ready for presentation to  JCC
not  later than each [ * ], and shall be approved by the  JSC  by
each  [  *  ],  of  the year preceding that year  to  which  such
Marketing Plan applies.

     3.2  Plan Contents.  Each Marketing Plan shall include a review
of  the  marketplace,  marketing objectives/strategies,  clinical
support  plans, marketing study plans for Phase IIIB/IV  Studies,
Sales   Force   effort,  pricing,  inventory   requirements   and
distribution plans for the Product, together with a  revenue  and
expense  forecast  for  Product sales  in  the  Territory.   Such
Marketing Plan shall be in a form generally consistent  with  the
outline  attached  hereto as Exhibit B, and shall  include  among
other items the overall level of anticipated resource commitments
on  the  part  of each Party in the relevant time  period.   Each
Marketing  Plan  shall set forth the overall level  of  Territory
Representative  efforts.   Each  Marketing  Plan  shall   be   in
accordance with this Agreement and all applicable laws, rules and
regulations,  including but not limited to those  promulgated  by
the  FDA,  the Department of Health and Human Services Office  of
Inspector General (OIG), and state agencies and/or departments.

     3.3  Determination of Fully Burdened Cost.  Certain Innovex Post-
Approval Marketing Activities under this Agreement shall be  paid
for  by CVT on the basis of Innovex's Fully Burdened Cost of such
activities.   Fully  Burdened  Cost  means  Innovex's  usual  and
customary  fee charged to Third Parties under a fee  for  service
arrangement  for the type of services rendered by it pursuant  to
this  Agreement (such fee to be based on services  of  comparable
volume  and comparable quality), inclusive of Innovex's customary
profit  margin for such volume and quality of service.  At  least
twelve  (12) months prior to the anticipated NDA Filing  for  the
Product, the Parties shall execute an agreement setting forth the
then  current  Fully  Burdened Cost of  the  foreseeable  Innovex
activities  under this Agreement.  The Parties shall update  such
agreement  as  needed to reflect changes in  the  services  being
provided  by  Innovex and/or changes in the usual  and  customary
fees  charged by Innovex.  The Parties shall agree in advance  on
any  new or revised type or volume of services, or changes to the
pricing of such services.

          3.3.1     Baseline for Fully Burdened Cost of Sales Force.
Innovex has provided to CVT an estimate, prepared in March  1999,
that the Fully Burdened Cost of an Innovex Sales

<PAGE>

Force consisting of [ * ] Territory Representatives, [ * ] Field Managers,
one (1) National  Sales Manager and one (1) Project Administrator,  would
be  [ * ] for each Territory Representative day worked and [ *  ]
for each Field Manager day worked.  The Parties shall update such
daily  rates  as needed to reflect changes in the services  being
provided  by  Innovex  and/or changes in  the  customary  Innovex
pricing  schedule which provides the basis for the  determination
of  Fully  Burdened Cost.  The Parties shall agree in advance  on
any  new or revised type or level of services, or changes to  the
pricing of such services.

                            ARTICLE 4

                    INNOVEX RESPONSIBILITIES

     4.1  Covenant to Operate under the Agreement; General Diligence
Requirement.  Innovex shall market and promote the Product in the
Territory only in accordance with the Marketing Plan, Promotional
Materials,  this  Agreement and all applicable  laws,  rules  and
regulations,  including but not limited to those  promulgated  by
the  FDA,  the Department of Health and Human Services Office  of
Inspector  General (OIG), and state agencies and/or  departments.
Except as expressly set forth in this Agreement, the criteria for
Innovex    performance  shall  be  consistent  with  the  Innovex
standards  for sales and marketing projects of similar  size  and
scope.

     4.2  Pre-Approval Responsibilities.

          4.2.1     Hiring Sales Force.  Innovex shall hire, train and
maintain  a  Sales  Force for promotion of  the  Product  in  the
Territory  on  the terms and conditions of this Agreement,  which
shall  be completed at least [ * ] in advance of the date of  the
expected Launch (as communicated by CVT to Innovex in writing  at
least  [  * ] in advance of the expected Launch).  The  costs  of
establishing  such  Sales Force shall be  borne  by  Innovex,  in
consideration of the Sales and Marketing Fee, except as  provided
in  Section  9.3.  The hiring standards for the  members  of  the
Sales Force shall be established by the JCC.

          4.2.2     Pre-Approval Marketing Activities.  In addition,
Innovex  shall also provide the Pre-Approval Marketing Activities
CVT  may  request  pursuant to Section  5.2.2  which  Innovex  is
reasonably  able  to  provide.  To the extent  that  CVT  engages
Innovex  services  as part of Pre-Approval Marketing  Activities,
CVT   shall  engage  such  services  under  customary  terms  and
conditions applicable to agreements between Innovex and its Third
Party  customers for such services.  The prices paid by  CVT  for
such  services shall be agreed from time to time by the  Parties,
in  writing  in advance, and shall equal, as nearly as practical,
the  prices  charged by Innovex to Third Party  customers  buying
comparable  services in comparable quantity,  provided  that  the
Innovex services to CVT are of the same quality or better quality
and equivalent turnaround times as comparable Innovex services to
Third  Party customers.  Pre-Approval Marketing Activities  shall
be  conducted in accordance with all applicable laws,  rules  and
regulations,  including but not limited to those  promulgated  by
the  FDA,  the Department of Health and Human Services Office  of
Inspector General (OIG), and state agencies and/or departments.

<PAGE>

     4.3  Post-Approval Responsibilities.  Following Product Launch,
Innovex shall provide the Post-Approval Marketing Activities with
the  minimum  requirements  of  Section  4.5.1,  with  a  minimum
expenditure  as provided in Section 4.5.2, and shall comply  with
the other terms and conditions provided in this Agreement, all in
consideration   of  the  Sales  and  Marketing  Fee   and   other
compensation provided for in Article 9.

     4.4  Fully Dedicated Sales Force.  During the Term, the only
activity  of the Sales Force shall be the marketing and promotion
of  the  Product  in  the Territory.  The Sales  Force  shall  be
composed of full-time employees of Innovex and shall not be  used
for any other purpose, product or service.  The Sales Force shall
carry business cards in a form specified by CVT to identify  them
as CVT territory representatives.

     4.5  Minimum Requirements.

          4.5.1     Innovex Sales Force Commitment.  The Innovex Sales
Force shall be of at least the following size during each of  the
following periods of time:

               (a)  The Sales Force at Launch and until the commencement of
Sales Year 2 shall be comprised of at least the following Innovex
Personnel: (i) [ * ] Territory Representatives; (ii) [ * ]  Field
Managers;  (iii) [ * ] National Sales Manager; and  (iv)  [  *  ]
Project Administrator.

               (b)  At the commencement of Sales Year 2, and for the remainder
of such Sales Year, the Sales Force shall be comprised of at
least the following Innovex Personnel: (i) [ * ] Territory
Representatives; (ii) [ * ] Field Managers; (iii) [ * ] National
Sales Manager; and (iv) [ * ] Project Administrator.

               (c)  In each of Sales Years 3 through 5, the Sales Force shall be
comprised of at least the lesser of (i) the size specified in
paragraph (b) above or (ii) a sales force the Fully Burdened Cost
of which Sales Force, plus the expenditures for Post-Approval
Marketing Activities (as set forth in Section 4.5.2) incurred by
Innovex in such Sales Year is equal to at least [ * ] of the Net
Sales of the previous Sales Year.  By way of example, if Net
Sales in Sales Year 2 are equal to [ * ], then the combination of
the Fully Burdened Cost of the Sales Force in Sales Year 3 plus
Innovex's expenses incurred for Post-Approval Marketing
Activities in Sales Year 3 must equal at least [ * ].

          4.5.2     Innovex Post-Approval Marketing Expenditure Commitment.
Innovex  shall  bear  all  expenses  of  Post-Approval  Marketing
Activities, except for the cost of Samples provided by CVT  under
Section  5.3  and supplemental activities, if any,  as  otherwise
provided in the final sentence of this Section 4.5.2.  The amount
of   such  Post-Approval  Marketing  Activities  expenditures  by
Innovex  shall  be at least [ * ] in each Sales  Quarter  and  at
least  [ * ] in each Sales Year.  Such expenditures shall not  be
reimbursed  by  CVT,  but are included within  the  Post-Approval
Marketing  Activities.   The categories of expenditures  included
within   Post-Approval  Marketing  Activities,  include   without
limitation, those set forth and identified on Exhibit C.  If  CVT
desires   to   provide   supplemental   Post-Approval   Marketing
Activities  not contained in the Marketing Plan, then  CVT  shall
have the right, but not the

<PAGE>

obligation, to fund such supplemental activities  at  its  own  cost and
expense, provided  that  such supplemental activities are carried out in
 consultation with  the JCC.

     4.6  Training Requirements.  Innovex shall train all Innovex
Personnel in accordance with Article 6 hereof.

     4.7  Innovex Responsibilities.  Without limitation a partial list
of  responsibilities of Innovex are set forth on  Schedule  I  to
this Agreement.

     4.8   Records  and Reports Regarding Promotional Activities.
Innovex  shall promptly provide to CVT such information regarding
ongoing sales forecasts and marketing activities as relate to the
plans  and  budgets  hereunder  as CVT  may  reasonably  request.
Additionally, Innovex will keep reasonably complete and  accurate
records  of  all  presentations  made  by  the  Sales  Force   in
accordance  with  Innovex's customary call  reporting  procedures
(including names of physicians, dates of presentation and general
response  to  such  presentations) as well  as  other  activities
carried  out pursuant to the Marketing Plan.  Innovex  will  make
all  such records available to CVT during regular business  hours
and upon reasonable notice, and will, within fifteen (15) days of
the  end  of  each month, provide CVT a monthly report  on  sales
activity  and forecasts and a monthly report regarding all  other
marketing  activities undertaken by Innovex  hereunder.   Innovex
will  maintain  such  records for three (3) years  following  the
period  to  which  they  relate.  The record-keeping  and  access
requirements of this Section 4.8 shall survive the termination of
this Agreement for a two (2) year period.

     4.9   Performance Audits.  CVT shall have the right to audit
Innovex's performance of obligations as set forth in this Article
4,  including  other provisions regarding Pre-Approval  Marketing
Activities   and  Post-Approval  Marketing  Activities   and   as
described  in the Schedules attached hereto (generally describing
the  activities of the Parties) for the purpose of evaluating and
monitoring  conformance  to  the terms  and  conditions  of  this
Agreement.  Such audits shall occur during regular business hours
and  upon  reasonable  notice, shall not interfere  with  Innovex
activities,  and  shall be conducted at CVT's  expense.   In  the
event an outside auditor is hired to conduct an audit pursuant to
this Section 4.9, such auditor shall be one reasonably acceptable
to  Innovex  and  expressly subject to the  same  confidentiality
provisions as apply to the Parties hereunder.

     4.10  Other Responsibilities.  Innovex shall assist  CVT  in
performing CVT's obligations as set forth in Section 5.4.3.

                            ARTICLE 5

             CVT'S RESPONSIBILITIES AND OBLIGATIONS

     5.1  Regulatory Affairs.  CVT shall have the responsibilities for
regulatory affairs set forth in Article 7, and shall keep the JSC
informed  generally  on the status and conduct  of  all  clinical
development  activities related to the Product in the  Territory.
CVT shall inform Innovex of its estimated date of Product Launch,
and  in  particular  shall  provide such  date  for  purposes  of
Innovex's establishment of the Sales Force under Section 4.2.1.

<PAGE>

     5.2  Pre-Approval Marketing Activities.  Although the Parties
will   jointly  develop  and  implement  Pre-Approval   Marketing
Activities, CVT shall be responsible for funding such activities.
CVT's  funding  obligation for Pre-Approval Marketing  Activities
shall be as follows:

          5.2.1     Aggregate Expenditure.  CVT's aggregate expenditure on
Pre-Approval Marketing Activities shall be at least [ * ] between
the  Effective Date and the Launch.  This requirement  shall  not
apply  if  Quintiles  for any reason does not  provide  the  Pre-
Approval Advances in accordance with the Loan Agreement  at  such
time (or times) that CVT requests such Advances.  In the event of
termination of this Agreement prior to the Launch, the failure of
CVT to spend such amount shall not be considered a breach of this
Agreement.

          5.2.2     Purchase of Innovex Services.  CVT shall purchase, and
Innovex  shall supply to CVT, between the Effective Date and  the
Launch, Pre-Approval Marketing Activities (Section 4.2.2)  having
an  invoice value of at least [ * ] provided, however, that:  (a)
such requirement shall not apply if Quintiles for any reason does
not provide the Pre-Approval Advances in accordance with the Loan
Agreement  at  such  time  (or  times)  that  CVT  requests  such
Advances;   (b)  Innovex  supplies  such  Pre-Approval  Marketing
Activities  in a timely manner, in accordance with  standards  in
the  industry  and at competitive prices; and (c)  such  services
shall  be  provided  by and/or through Innovex,  including  Third
Party  services  managed  by Innovex.   The  remainder  of  CVT's
aggregate expenditure pursuant to Section 5.2.1 shall be spent by
CVT  on  services provided by vendors mutually acceptable to  CVT
and Innovex.  In the event of termination of this Agreement prior
to  the Launch, the failure of CVT to spend such amount shall not
be considered a breach of this Agreement.

     5.3  Obligation to Provide Samples.  In the first Sales Year, CVT
will  provide to Innovex for distribution Samples with a cost  of
goods,   calculated   in  accordance  with   generally   accepted
accounting  principles ("GAAP"), of at least [ * ].  In  each  of
the  subsequent  Sales  Years, CVT will  provide  a  quantity  of
Samples  to Innovex such that the cost of goods of such  Samples,
divided  by  the aggregate Fully Burdened Cost to be incurred  by
Innovex  in  such  Sales Year under the Marketing  Plan  then  in
effect,  is  at least equal to [ * ] divided by the  sum  of  the
Fully  Burdened  Cost  of  the Sales Force  provided  in  Section
4.5.1(a)  plus [ * ].  Such quantity of Samples shall be provided
by CVT at its own expense, without reimbursement by Innovex.  CVT
estimates that the cost of each tablet manufactured at production
quantity  levels, without packaging, will be [ *  ]  per  tablet.
Actual  costs may differ from the aforestated estimate;  and  the
actual  costs shall apply to CVT's fulfillment of its  commitment
under  this Section 5.3.  Distribution of such Samples  shall  be
carried out by Innovex and shall be included within Innovex Post-
Approval Marketing Activity expenditures.  In the event that  the
JCC  determines a need for additional Samples over and above that
which  CVT is obligated to provide at its own expense under  this
Section  5.3, CVT will produce a commercially reasonable quantity
of  additional Samples.  Innovex shall reimburse CVT for its cost
of  goods  for producing any such additional Samples, which  cost
shall  be treated as a Post-Approval Marketing Expense.  The  JCC
may  agree to reduce CVT's commitment under this Section 5.3  and
replace  it  with a commitment of equal dollar value for  CVT  to
provide  other  marketing activities.  Innovex must  account  for
Samples  as required by the Prescription Drug Marketing  Act  and
regulations.

     5.4  Sales and Distribution.

<PAGE>

          5.4.1     Pricing.  CVT, in consultation with Innovex, shall set
all  prices  and commercial terms for the sale of the Product  in
the Territory.

          5.4.2     Booking Sales; Distribution.  CVT shall be responsible
for  booking  sales, fulfilling orders, and shall  warehouse  and
distribute the Product and perform all related services.

          5.4.3     Product Returns.  CVT shall be responsible for handling
Product   returns.   The  Innovex  Sales  Force   shall   provide
assistance  as  reasonably  requested  by  CVT,  to  the   extent
consistent  with  the  normal activities of pharmaceutical  sales
personnel.   Product returns shall promptly  be  shipped  to  the
facility  responsible for shipment of such Product  lot  or  such
other location as may be designated by CVT in writing.

     5.5  CVT Responsibilities.  Without limitation, a partial list of
CVT  responsibilities are set forth on Schedule  II  attached  to
this Agreement.

                            ARTICLE 6

         TRAINING; ADVERTISING AND PROMOTIONAL MATERIALS

     6.1  Training Programs.

          6.1.1     Content.  The JCC will develop initial and all ongoing
training  programs  for the Sales Force during  the  Term.   Each
member  of  the  Sales  Force shall be required  to  successfully
complete  such  training program before providing services  under
this  Agreement.  The Parties shall mutually agree to  a  minimum
training standard and pass rate.  Innovex shall maintain  records
of  such training for each individual.  Innovex agrees to utilize
such  training  programs on an ongoing basis.   Initial  training
shall  be carried out at a time which is set by the JSC and which
is  prior to but reasonably near the date on which Product Launch
is  expected.  As additional Territory Representatives are  added
under  this  Agreement, training will be given to groups  of  the
newly  selected  Territory  Representatives.   Training  programs
shall  include training regarding requirements of the Food,  Drug
and Cosmetic Act, Medicare/Medicaid Anti-Fraud and Abuse Act, and
other applicable laws, rules, regulations and policies.

          6.1.2     Cost.  The cost of developing and delivering the
training  to  the  Sales Force shall be borne by  Innovex.   Each
Party  shall  absorb  the  costs  of  transporting,  housing  and
maintaining  their respective personnel who participate  in  such
training.   The cost of training materials prepared and  supplied
by  Innovex  will be borne by Innovex.  CVT shall own all  rights
and title in any training material developed under this Agreement
which  relates to the Product or CVT. Innovex shall own all right
and title in any other training material.

     6.2  Advertising and Promotional Materials.

          6.2.1     Creation and Use.  Innovex, with assistance and advice
from   CVT,  shall  develop  all  Promotional  Materials.    Such
materials  shall be consistent with the relevant  Marketing  Plan
and  budgets approved by the JSC. CVT shall have the final  sign-
off  on  all  Promotional Materials and Product-related  training
materials.  Innovex shall disseminate only

<PAGE>

Promotional  Materials having  obtained  prior written approval by  CVT.
Innovex  shall reasonably assist CVT in revising such Promotional Material in
a timely manner.

          6.2.2     Ownership; FDA Approval.  CVT shall own all rights and
title   in   the   Promotional  Material.   Notwithstanding   the
foregoing, and in accordance with the applicable laws, rules  and
regulations,  CVT and Innovex will not review continuing  medical
education  materials relating to the Product.  Neither continuing
medical education materials nor other medical education materials
will be used by Innovex for purposes of marketing and selling the
Product unless Innovex obtains CVT's prior written consent.   CVT
shall  review all medical education materials for scientific  and
clinical   accuracy.   The  final  content  of  all   Promotional
Materials  and Product-related training materials  shall  be  the
legal  responsibility of CVT, including but not  limited  to  FDA
approval thereof.

          6.2.3     CVT Logos.  All written or visual materials related to
the  Product  shall  display  the CVT  logos  and  CVT  shall  be
presented as the sole owner of the Product, except as required by
law.

                            ARTICLE 7

                REGULATORY ISSUES AND COMPLAINTS

     7.1  Ownership of Regulatory Filings and Compliance.  CVT will
retain  exclusive right, ownership, authority and  responsibility
for   regulatory   filings,  compliance   with   all   regulatory
requirements  and maintenance of all government  agency  contacts
relating   to  the  Product,  including,  but  not  limited   to,
maintaining  and updating the NDA for ranolazine; the development
and  submission  of regulatory filings regarding new  indications
(if  any,  and  at  its sole discretion); the  reporting  of  any
adverse  drug  reactions to the FDA; the  filing  of  Promotional
Materials  with  the  FDA;  the payment  of  Medicaid  and  other
governmental  rebates which in CVT's sole judgment  are  due  and
owing;  the  pricing  of  the  Product  for  each  customer;  and
compliance  with  Medicaid best price law and the  Department  of
Veterans  Affairs  Act.  The development of each  indication  and
formulation of the Product shall be determined solely by CVT. CVT
shall  not be responsible for actions by Innovex that are outside
the  scope of this Agreement or not in accordance with applicable
law.

     7.2  Communication with the FDA and Other Regulatory Agencies.
Except as required by law, Innovex shall not communicate with the
FDA,  OIG,  HCFA  or  any state agencies ("Regulatory  Agencies")
about  anything  relating  to the Product,  except  through  CVT.
Innovex  is  required  by law to communicate  directly  with  any
Regulatory Agency or if Innovex receives any communication from a
Regulatory Agency with respect to the Product, promotion  of  the
same, or Innovex's performance under this Agreement or that could
effect Innovex's performance under this Agreement, Innovex  shall
promptly notify CVT. Innovex shall reasonably cooperate at  CVT's
expense with CVT in all proper respects in all regulatory matters
relating to the Product, including but not limited to preparation
for  inspections  of  CVT facilities and/or  Innovex  facilities.
Innovex  will  provide  CVT with pertinent records  in  Innovex's
possession which may be necessary to implement any recall or  any
other  corrective  action  mandated by  a  Regulatory  Agency  or
implemented  by  CVT,  including but not  limited  to  names  and
addresses for "Dear Doctor" letters.

<PAGE>

     7.3  New Developments Relating to the Product.  CVT will promptly
inform  Innovex  of  the following information  relating  to  the
Product in the Territory: (i) new approved indications; (ii)  new
approved  dosages or administration regimens; (iii) material  new
studies  by  the scientific community that CVT becomes  aware  of
which  relate  to  the Product or a competitive  product  in  its
therapeutic class; and (iv) any changes in regulations  affecting
the  Product or CVT's obligations with respect to this Agreement.
Innovex  will  promptly  inform CVT of  information  relating  to
changes  in  regulations  affecting  Innovex's  obligations  with
respect  to  this  Agreement.  Based  on  such  information,  and
subject  to  any federal, state or local laws and/or regulations,
the  Parties shall use commercially diligent efforts to  maintain
the  training materials and Promotional Materials supplied to the
Sales  Force  pursuant to this Agreement current  with  such  new
developments or information.

     7.4  Product Recalls.  If either Party believes that a recall of
any  Product  in  the Territory is necessary,  such  Party  shall
notify  the other Party immediately thereafter.  CVT shall retain
sole  authority  and  responsibility for  determining  whether  a
Product recall shall occur.  Any Product recall shall occur under
the  direction  and control of CVT, and Innovex shall  reasonably
cooperate  in  carrying  out any such recall  or  any  regulatory
matter, at CVT's expense.  CVT shall make available, at Innovex's
request,  any records that Innovex might require while  assisting
CVT in effecting any recall of the Product.

     7.5   Adverse  Event  Reporting Procedures.   CVT  shall  be
responsible  for the reporting of adverse events and drug  safety
issues  related  to  the use of the Product.   CVT  shall  advise
Innovex  of its standard procedures for the reporting of  adverse
events,  and  the  Innovex Sales Force  shall  comply  with  such
procedures.   The  CVT  procedures for the reporting  of  adverse
events  shall be included in the training program for the Innovex
Sales Force.  Innovex shall report to CVT within twenty-four (24)
hours any adverse events reported to it.

     7.6   Product Inquiries; Complaints.  Innovex shall promptly
notify  CVT  of  any  complaint, inquiry or (in  compliance  with
Section 7.5) adverse event relating to the Product in report form
providing reasonable detail of such complaint, event or  inquiry.
CVT  shall  maintain  a  unified  record  of  all  complaints  it
receives.  CVT shall be responsible for medical affairs  services
and  shall  respond to inquiries from physicians and health  care
providers.   CVT  shall  advise Innovex  of  its  procedures  for
handling  such  inquiries and the Innovex Sales  Force  shall  be
trained by Innovex on such procedures.

     7.7  Database of Clinical Trial Data.  CVT shall own and maintain
its  own  database  of clinical trial data accumulated  from  all
clinical  trials of the Product and CVT shall own and maintain  a
unified database of complaints and adverse drug event information
for  the  Product  and shall develop and utilize  uniform  report
forms.

<PAGE>

                            ARTICLE 8

          EQUITY & LOAN ARRANGEMENTS; MILESTONE PAYMENT

     8.1  Equity Stake.  Concurrent with execution of this Agreement,
Quintiles  shall execute a Stock Purchase Agreement  to  purchase
five  million  dollars ($5,000,000) of CVT common  stock  on  the
terms  and  conditions  as  set forth  therein  ("Stock  Purchase
Agreement").   The terms and conditions of such equity  purchase,
and  the  covenants  of  each  Party related  thereto,  shall  be
governed  solely by the Stock Purchase Agreement and the  related
documents executed pursuant thereto.

     8.2  Pre-Approval Line of Credit.  Quintiles shall extend to CVT
a  ten-million dollar ($10,000,000) line of credit, according  to
terms  and conditions of the Pre-Approval Commitment of the  Loan
Agreement  between the Parties dated the date hereof  (the  "Loan
Agreement").

     8.3  First Year Sales Loan.  Upon Product Launch, Quintiles shall
extend to CVT an additional line of credit to fund the first year
of  sales  and  marketing expenses to the  extent  such  expenses
exceed  thirty three percent (33%) of actual sales, according  to
the  terms  and conditions of the First Year Sales Commitment  of
the Loan Agreement.

     8.4  Milestone Payment.  Quintiles shall make a milestone payment
of  ten million dollars ($10,000,000) to CVT upon Product Launch.
Such  milestone  shall be payable within ten (10) days  following
Product  Launch, provided that Quintiles shall have the right  to
apply such ten million dollar ($10,000,000) payment first against
any amounts then outstanding under the Pre-Approval Loan, then to
any Innovex Pre-Approval Marketing Activity unpaid invoices, with
the balance (if any) to be paid to CVT in cash.

                            ARTICLE 9

                          COMPENSATION

     9.1  Sales and Marketing Fee.  As consideration for the milestone
payment  provided  by  Quintiles  and  the  sales  and  marketing
services provided by Innovex under this Agreement, CVT shall  pay
Innovex a Sales and Marketing Fee for each Sales Year as follows.
The Sales and Marketing Fee for each Sales Year shall be equal to
the  lesser of the amounts set forth in column A or B  below  for
that year (the "Sales and Marketing Fee").

<PAGE>

 Year of Commercial         Column A              Column B
        Sale
    Sales Year 1      Fully Burdened Costs  N/A
                      in Sales Year 1.

    Sales Year 2      33%   of  cumulative  300%   of  cumulative
                      Net  Sales in  Sales  Fully  Burdened Costs
                      Year   1  and  Sales  in  Sales Year 1  and
                      Year  2, less  Sales  Sales  Year  2,  less
                      and   Marketing  Fee  Sales  and  Marketing
                      for Sales Year 1      Fee for Sales Year 1

    Sales Year 3      30% of Net Sales  in  300%   of  cumulative
                      Sales Year 3          Fully  Burdened Costs
                                            in   Sales   Year   1
                                            through  Sales   Year
                                            3,   less  cumulative
                                            Sales  and  Marketing
                                            Fees  for Sales  Year
                                            1 and Sales Year 2

    Sales Year 4      25% of Net Sales  in  300%   of  cumulative
                      Sales Year 4          Fully  Burdened Costs
                                            in   Sales   Year   1
                                            through  Sales   Year
                                            4,   less  cumulative
                                            Sales  and  Marketing
                                            Fees  for Sales  Year
                                            1  through Sales Year
                                            3

    Sales Year 5      25% of Net Sales  in  300%   of  cumulative
                      Sales Year 5          Fully  Burdened Costs
                                            in   Sales   Year   1
                                            through  Sales   Year
                                            5,   less  cumulative
                                            Sales  and  Marketing
                                            Fees  for Sales  Year
                                            1  through Sales Year
                                            4

     The  Sales  and  Marketing Fee for  each  quarter  shall  be
calculated  and reported in the manner set forth in  Section  9.4
and  paid  on  the  schedule  set  forth  in  Section  9.6.    In
consideration of the Sales and Marketing Fee, Innovex shall bear,
without  limitation, all of the Post-Approval Marketing  expenses
identified on Exhibit C as being included in Innovex Sales  Force
Expenses and Innovex Marketing Expenditures.

     9.2   Penalty for Shortfall of Innovex Effort.  In the event
Innovex  fails  to  provide at least [ * ] of the  Minimum  Sales
Force Commitment for any Sales Quarter (Section 4.5.1), or  [*  ]
of the Minimum Post-Approval Marketing Expenditure Commitment for
any  full  Sales  Year or any two (2) consecutive Sales  Quarters
(Section 4.5.2), then Innovex shall pay CVT a penalty equal to  [
*  ]  times  the Fully Burdened Cost of the shortfall in  Minimum
Sales   Force  Commitment  or  Minimum  Post-Approval   Marketing
Expenditure Commitment (which penalty shall be offset against any
Sales  and  Marketing Fee owed by CVT to Innovex, or if  no  such
Sales  and Marketing Fee is owed by CVT or if the penalty  is  in
excess  of the Sales and Marketing Fee owed by CVT, then  Innovex
shall  pay  such  shortfall to CVT within thirty (30)  days  from
receipt  of  invoice).  If Innovex fails to provide  the  minimum
commitment required under either Section 4.5.1 or 4.5.2 but  such
shortfall  does  not give rise to an express  penalty  under  the
foregoing  sentences of this Section 9.2, then the Parties  shall
agree   in   good   faith  on  other  compensatory   efforts   or
contributions   (such  as  special  marketing   expenditures   or
promotional   efforts)  by

<PAGE>

Innovex at its own expense as consideration for such shortfall. The failure
by Innovex to supply  at  least [ * ] of the Minimum Sales Force Commitment
in any Sales Quarter or at least [ * ] of such commitment in any [ *
] consecutive Sales Quarters shall be a material breach of  this
Agreement.

     9.3  Start-Up Sales Force Costs.  Pursuant to Section 4.2.1,
Innovex  shall  bear  the  cost  of  recruiting,  training,   and
compensating the Sales Force prior to the Launch of the  Product.
However, Innovex shall be entitled to bill CVT for [ * ] worth of
the  Fully  Burdened  Cost of such Sales Force  (as  if  it  were
engaged in customary promotional activities) in consideration  of
the  expense  of such Sales Force start-up.  Such [ *  ]  billing
shall  be  included  in the invoice to CVT for  the  first  Sales
Quarter and shall be included in the Fully Burdened Cost in Sales
Year 1 (and therefore shall be excluded from the expenses of Pre-
Approval Marketing Activities).

     9.4  Reports of Sales, Fully Burdened Cost, Sales and Marketing
Fee.

          9.4.1     Monthly Reports.  On a monthly basis, within fifteen
(15)  days  after  the end of each calendar month  Innovex  shall
report  to  CVT  the  Sales  Force activities  for  the  previous
calendar month and the Fully Burdened Cost of such activities, as
well  as marketing expenditures by Innovex, and following Product
Launch,  CVT  shall report to Innovex the Net Sales  during  such
month.  Reports by Innovex shall include the names of the Innovex
personnel who provide Sales Force services and the number of days
worked  by  them.  Such monthly reports shall be for  information
purposes  only,  and  shall  remain  subject  to  correction  and
reconciliation  in  future  quarterly  reports.    Such   monthly
reporting by Innovex shall terminate at the end of the  Term  and
such  monthly reporting by CVT shall terminate at the end of  the
Term  if  the Term ends prior to Product Launch and the Agreement
was  not terminated by Innovex pursuant to Section 14.2 or  14.7,
or  the  Agreement was not terminated by CVT pursuant to  Section
14.4,  or  two (2) years after the end of the Term, in all  other
events.

          9.4.2     Quarterly Reports.  On a quarterly basis, within thirty
(30)  days after the end of each calendar quarter, Innovex  shall
report  to CVT its Sales Force and marketing activities for  such
quarter   and  the  Fully  Burdened  Cost  of  all  Post-Approval
Marketing  Expenses  and  Sales Force activities,  and  following
Product Launch, CVT shall report to Innovex the Net Sales  during
such  quarter.   On a quarterly basis, CVT shall also  report  to
Innovex  on  its delivery of Product Samples pursuant to  Section
5.3.   Within forty-five (45) days after the end of each calendar
quarter  following Product Launch, CVT shall submit to Innovex  a
determination  of the Sales and Marketing Fee for  such  quarter.
Such determination of the Sales and Marketing Fee shall show  the
calculation  of  the fee provided for under  both  Column  A  and
Column  B for that quarter, as provided in Section 9.1, and  then
the  actual  Sales and Marketing Fee earned (which shall  be  the
lesser  of  those  two amounts).  During each Sales  Quarter  the
Sales  and Marketing Fee shall be calculated [ * ], and the Sales
and  Marketing Fee for such quarter shall be equal to the [ *  ],
provided,  however, that in calculating the Sales  and  Marketing
Fee  for  [  *  ],  CVT shall only deduct [ * ].   The  quarterly
reports  of  Sales  Force  activities shall  terminate  upon  the
earlier  of the end of Sales Year 5, or the end of the Term,  and
the  quarterly reports of Net Sales shall continue until the  end
of  the  Term  if the Term ends prior to Product Launch  and  the
Agreement was not terminated by Innovex pursuant to Section  14.2
or  14.7, or the Agreement was not terminated by CVT pursuant  to
Section  14.4,  or for the eight (8) calendar quarters  following
such

<PAGE>

Sales Year or the termination of this Agreement by  Innovex
pursuant  to Section 14.2 or 14.7, or by CVT pursuant to  Section
14.4.

          9.4.3     Reconciliation.  In the event of any disagreement or
uncertainty about amounts reported under Section 9.4, the Parties
shall  seek to resolve their differences as promptly as possible.
If  any corrections in previously reported Fully Burdened Cost or
Net  Sales  are  determined by the Parties to be  necessary,  the
Sales  and Marketing Fee for the affected time periods  shall  be
recalculated.  If the Sales and Marketing Fee for the time period
in question has already been paid, then the Party which benefited
from  the error in the previous report shall pay the other  Party
the  amount of the difference within ten (10) days following  the
determination  by the Parties of the revised Sales and  Marketing
Fee.

     9.5  Post-Term Royalty.

          9.5.1     Royalty Obligation.  Subject to Section 9.5.2, CVT
shall  pay,  as  additional  consideration  for  the  sales   and
marketing  services provided by Innovex under this  Agreement,  a
royalty  to Innovex on Net Sales of the Product in the  Territory
in  the  two  (2) calendar years following the end of  the  Term.
Such royalty shall be equal to the following specified percentage
of  Net Sales of the Product in the Territory during each of such
years:

                 Calendar Year               Royalty Rate

     FIRST  year following the end of  the        7%
     Term
     SECOND year following the end of  the        4%
     Term

No  fee shall be paid in respect of Product sales occurring  more
than twenty-four (24) months after the end of the Term.

          9.5.2     Conditions.  No royalty shall be paid under Section
9.5.1  unless Net Sales of Product in the Territory in  the  last
twelve  (12) months of the Term exceeded Net Sales of Product  in
the  Territory in the immediately preceding twelve  (12)  months.
In  addition, no royalty shall be paid under Section 9.5.1 in the
event this Agreement terminates for any reason prior to its  full
scheduled Term (i.e., the end of the calendar year containing the
fifth  anniversary  of Launch), unless Innovex  terminates  under
Section  14.2  or 14.7 or CVT terminates under Section  14.4,  in
which  cases,  the royalty shall be paid for the  two  (2)  years
following the end of the Term.

     9.6  Payments.

          9.6.1     Sales and Marketing Fee.  The Sales and Marketing Fee
for  each  calendar quarter shall be paid within six  (6)  months
following  the  end of such calendar quarter  by  check  or  wire
transfer to an account designated by Innovex.  By way of example,
the Sales and Marketing Fee for the calendar quarter ending March
31, 2001 shall be payable on September 30, 2001.

          9.6.2     Royalty.  The royalty under Section 9.5 for the first
year following the end of the Term shall be paid within three (3)
months following the end of such calendar year.

<PAGE>

The royalty  for the second year following the end of the Term shall be
paid on a quarterly basis, ninety (90) days after the end of each  calendar
quarter  during such year.  Each such payment shall  be  made  by
check or wire transfer to an account designated by Innovex.

     9.7  Non-Monetary Consideration.  If CVT sells the Product in the
Territory for any consideration other than cash, it shall  report
such transaction to Innovex and the reasonable monetary value  of
such  other  consideration  shall be included  within  Net  Sales
(reduced by any applicable deductions contained in the definition
of Net Sales).

                           ARTICLE 10

                ACCOUNTING; INVOICING AND PAYMENT

     10.1 Accounting.  Each Party agrees to calculate all costs and
expenses  hereunder using its standard accounting procedures,  in
accordance with GAAP, consistently applied, to the maximum extent
practical.

     10.2 Invoicing Procedure; Additional Services; Standard Terms Not
Part  of this Agreement.  Innovex will invoice CVT at the end  of
each  month  in  arrears  for Pre-Approval  Marketing  Activities
provided  in  accordance  with  this  Agreement.   Invoices  will
include the names of the Innovex Personnel for which CVT is being
billed, the number of days worked during the invoice period,  the
total due for each individual for the invoice period, and a grand
total   of   all   fees  for  the  invoice  period.    Supporting
documentation  will be made available within seven  (7)  days  of
CVT's  requesting  the same.  To the extent  that  CVT  purchases
additional services from Innovex pursuant to Section 4.2.2, which
services are not included within services provided as part of the
Sales  and  Marketing  Fee,  and  another  billing  procedure  or
purchase  order  is  used to book such additional  services,  any
conflicting standard terms and conditions contained on  any  such
other  documentation  shall have no force  and  effect  for  this
collaboration;  the terms and conditions of this Agreement  shall
prevail in terms and meaning.

     10.3  Obligation  to Pay for Innovex Pre-Approval  Marketing
Activities.  With regard to the Pre-Approval Marketing Activities
provided  by or through Innovex, CVT shall pay invoices  therefor
in  accordance with Section 10.4.  In the event of termination of
this  Agreement at any time and for any reason, payment  for  all
Pre-Approval Marketing Activities shall be due within thirty (30)
days  of  the  termination date.  Notwithstanding the  foregoing,
payment for Pre-Approval Marketing Activities shall be subject to
Section  8.4  of  this  Agreement  and  the  terms  of  the  Loan
Agreement.

     10.4 Payment of Invoices.  All invoices are strictly net of any
taxes  imposed on services, and except as otherwise set forth  in
this Agreement, payment in full is due within thirty (30) days of
the date of receipt of the invoice.

<PAGE>

          10.4.1    If the method of payment is by direct transfer to the
Innovex  bank  account,  the wire transfer  instructions  are  as
follows:

               Innovex Inc.
               Accounting Number:  511-4454518
               ABA Number:         053 101 121
               Branch Banking & Trust Co., Raleigh, NC

     Innovex Federal Employment ED Number is 06-1076709.

          10.4.2    Payments by check may be mailed to the Innovex Lockbox:

               Innovex Inc.
               P.O. Box 890062
               Charlotte, NC 28289-0062

          10.4.3    Payments by check may be remitted via Federal Express
to Innovex's Lockbox as follows:

               Innovex Inc.
               Branch Banking & Trust Co.
               1251 Arrowpine Drive
               Charlotte, NC 28273
               ATTN.: Wholesale Lockbox Dept.  (Box 890062)

     10.5 Penalty for Late Payment.  CVT and Innovex agree that unless
there is a bona fide dispute as to amounts payable hereunder,  if
payment is not made within three (3) days of the due date of  the
invoice, interest shall accrue on a daily basis at the lesser  of
two  percent  (2%) above the Prime Rate as announced periodically
by  Bank  of America at either Charlotte, North Carolina  or  San
Francisco, California or the maximum rate permitted by law on any
amount overdue from the date payment became due until payment  is
made in full.  In any event, such interest penalty shall only  be
assessed for undisputed and unpaid amounts.

     10.6 Record-Keeping and Financial Audits.  Each Party shall keep
or cause to be kept such records as are required to determine, in
a  manner consistent with GAAP in the United States, the sums  or
credits due under this Agreement.  Upon the written request  (and
expense) of either Party, the other Party, but not more than once
in  each  calendar  year, shall permit an  independent  certified
public   accountant  appointed  by  such  Party  and   reasonably
acceptable to the other Party, accompanied by representatives  of
the  financial department of such Party at reasonable  times  and
upon  reasonable notice, to examine only those records as may  be
necessary  to  determine,  with respect  to  any  Sales  Year  or
calendar  year,  as applicable, ending not more  than  three  (3)
years   prior  to  such  Party's  request,  the  correctness   or
completeness of any report or payment made under this  Agreement.
Results  of  any  such  examination  shall  be:  (i)  limited  to
information relating to the Product; (ii) made available to  both
Parties;  and (iii) subject to Article 12.  The Party  requesting
the audit shall bear the full cost of the performance of any such
audit,  unless such audit discloses a variance of more  than  ten
percent (10%) from the amount of the original report, royalty  or
payment calculation.  In such case, the Party being audited shall
bear

<PAGE>

the  full cost of the performance of such audit.   Auditors
shall   be   expressly   subject  to  the  same   confidentiality
obligations  as  the Parties are to each other  hereunder.   This
Section  10.6 shall survive the termination of this Agreement  by
five (5) years.

                           ARTICLE 11

                  REPRESENTATIONS AND COVENANTS

     11.1 Mutual Authority.  Each Party represents and warrants to the
other that:

          11.1.1    Corporate Power.  It is duly organized and validly
existing under the laws of its state or country of incorporation,
and  has  full corporate power and authority to enter  into  this
Agreement and to carry out the provisions hereof.

          11.1.2    Due Authorization.  It is duly authorized to execute
and  deliver  this  Agreement  and  to  perform  its  obligations
hereunder, and the person or persons executing this Agreement  on
its  behalf  has been duly authorized to do so by  all  requisite
corporate action.

          11.1.3    Binding Agreement.  This Agreement is legally binding
upon  it  and  enforceable in accordance  with  its  terms.   The
execution, delivery and performance of this Agreement by it  does
not  conflict  with  any agreement, instrument or  understanding,
oral  or  written, to which it is a Party or by which it  may  be
bound,  nor violate any material law or regulation of any  court,
governmental  body  or  administrative  or  other  agency  having
jurisdiction over it.

          11.1.4    Grant of Rights; Maintenance of Agreements.  It has
not,  and  will not during the term of this Agreement, grant  any
right  to  any Third Party which would conflict with  the  rights
granted to the other Party hereunder or enter any agreement which
would  impair its ability to perform its obligations  under  this
Agreement.  It has (or will have at the time performance is  due)
maintained  and will maintain and keep in full force  and  effect
all agreements necessary to perform its obligations hereunder.

          11.1.5    Validity.  It is aware of no action, suit or inquiry or
investigation   instituted  by  any  governmental   agency   that
questions or threatens the validity of this Agreement.

     11.2 Conformance with Laws.  Innovex and CVT agree to undertake
all  of  their  respective obligations under  this  Agreement  in
material conformance with all applicable local, state and federal
laws  and  regulations, as amended, including the  Federal  Equal
Employment  Opportunity Act, the Fair Labor  Standards  Act,  the
Food  Drug  and  Cosmetics Act, Section 1128B(b)  of  the  Social
Security  Act, the Prescription Drug Marketing Act, the  Medicaid
Prescription  Rebate Act, the Veterans Health Care Act  of  1992,
and  similar state laws.  By entering into this Agreement, it  is
not  the  intent  of  the  Parties to enter  into  any  financial
relationship  or  arrangement prohibited under state  or  federal
fraud  or abuse regulations, including, but not limited  to  Sec.
1128B(b)   of  the  Social  Security  Act,  and  any  regulations
promulgated thereunder, nor do the Parties hereto have any belief
that  the  relationship and compensation arrangement provided  in
this Agreement is prohibited.  Neither Party shall assert against
the  other  that  the compensation arrangement provided  in  this
Agreement  is grounds for

<PAGE>

voiding the Agreement or rendering  the Agreement unenforceable.  If either
Party is notified by a  state or federal agency, or it is alleged in a qui tam
proceeding, that performance of this Agreement is illegal, neither Party shall
be obligated to continue such performance hereof to the extent  such
performance is an alleged violation of law.  In such  event,  the
Parties  shall  proceed  as described in the  final  sentence  of
Section 17.17.

     11.3 Rights in Product.  As of the Effective Date, CVT warrants
and  represents that it has no knowledge of the existence of  any
patent or trademark owned or controlled by anyone other than  CVT
or  an  Affiliate which covers the Product and would prevent  CVT
from  making, using, or selling the Product or would prevent  CVT
or  Innovex  from  promoting  or marketing  the  Product  in  the
Territory.   CVT is not aware of any patents or trademarks  owned
by  Third  Parties which would be infringed by the  promotion  or
sale  of  the Product in the Territory.  CVT is not pursuing  any
action  against any Third Party which CVT believes infringes  its
trademark,  copyright or patent relating to the  Product.   There
are  no actions, suits, claims or proceedings pending against CVT
or any of its Affiliates in any court or before any agency in the
Territory  related  to  alleged patent, trademark,  or  copyright
infringement in connection with the Product, and to the  best  of
CVT's  knowledge, no such actions, suits, claims  or  proceedings
have  been  threatened.  During the term of this  Agreement,  CVT
will  use diligent efforts not to diminish the rights granted  to
Innovex herein, including without limitation by not committing or
permitting  any acts or omissions which would cause the  material
breach  of  any  agreements between CVT and Third  Parties  which
provide  for  intellectual  property  rights  applicable  to  the
development,  manufacture, use or sale  of  the  Product  in  the
Territory.  As of the Effective Date, CVT is in compliance in all
material respects with any such agreements with Third Parties.

     11.4 Record Maintenance.  Innovex will (i) maintain all necessary
personnel  and payroll records for Innovex Sales Force and  other
relevant   personnel;  (ii)  compute  their  wages  and  withhold
applicable  Federal,  State, and local  taxes  and  Federal  FICA
payments;  (iii)  remit  employee  withholdings  to  the   proper
governmental  authorities  and make  employer  contributions  for
Federal   FICA  and  Federal  and  State  unemployment  insurance
payments;  (iv)  pay  net  wages and  fringe  benefits,  if  any,
directly  to  its  employees; and (v) provide for  liability  and
Workers' Compensation insurance coverage.

     11.5 Firewall.  Innovex represents and warrants that it shall
maintain as confidential, shall keep separate and shall not share
with  other parts of the Innovex organization that are or may  be
engaged in the promotion and/or sales of a competing product, the
material and information supplied and/or generated hereunder  for
use  in accordance with this Agreement and the promotion and sale
of the Product.

     11.6 No Use of Names or Trademarks.  Neither Party will use the
other  Party's  name  in  connection  with  any  publication   or
promotion  without the other Party's prior written consent.   Nor
shall  either  Party use the other Party's corporate  or  product
logo  or trademark in any manner without the other Party's  prior
written consent.

     11.7 Year 2000 Compliance.  Each Party represents and warrants
that  its computer systems used in the performance of work  under
this  Agreement shall operate and function without any Year  2000
Error.  The term "Year 2000 Error" means (a) any failure of  such
computer systems properly to record, store, process, calculate or
present  calendar dates falling on

<PAGE>

and after (and if  applicable,spans  of  time  including) January 1, 2000
as a  result  of  the occurrence,  or  use of data consisting of, such dates;
(b) any failure  of  such  computer systems to calculate any  information
dependent on or relating to dates on or after January 1, 2000  in
the  same manner, and with the same functionality, data integrity
and   performance,  as  such  computer  system  records,  stores,
processes,  calculates and presents calendar dates on  or  before
December  31,  1999, or information dependent on or  relating  to
such  dates; or (c) any loss of functionality or performance with
respect  to  the  introduction of records or processing  of  data
containing  dates  falling  on or  after  January  1,  2000.   In
addition, each Party represents and warrants that any failure  of
its  computer systems used in the performance of work under  this
Agreement  to  operate and function without any Year  2000  Error
will  not  materially effect such Party's performance under  this
Agreement.  However, as either Party's sole and exclusive  remedy
for  any  breach  of the representations and warranties  in  this
Section  11.7, Innovex or CVT, as the case may be, will  promptly
perform again any adversely impacted deliverable at no additional
cost to the recipient-Party.

     11.8 NDA Filing.  CVT agrees to exercise diligent efforts to
submit the NDA for the Product in a sustained release formulation
to the FDA and to diligently seek FDA approval.

                           ARTICLE 12

                         CONFIDENTIALITY

     12.1  Confidential Information.  Innovex and CVT agree  that
information specifically relating to the marketing and  sales  of
the Product, or the business affairs or finances of the other  or
Affiliates  or of any suppliers, agents, distributors,  licensees
or  customers  of  the other which is disclosed in  writing,  and
marked  "confidential"  or disclosed  orally,  or  in  any  other
tangible   form   and  reduced  to  a  written   summary   marked
"confidential" and which comes into possession of Innovex or  CVT
under   this   Agreement   shall  be   Confidential   Information
("Confidential Information").  This Agreement, the Stock Purchase
Agreement, the Loan Agreement and related documentation shall  be
treated  as Confidential Information.  Innovex and CVT  agree  to
hold  Confidential Information in strict confidence and  disclose
it only on a need-to-know basis to Affiliates, subcontractors and
employees  who  are under a written obligation  to  maintain  the
confidentiality of the information, except for information:

          12.1.1    which can be shown by written documentation to have
been known by the recipient prior to its receipt from the other;

          12.1.2    which is public or lawfully becomes generally available
to the public through no fault of the recipient;

          12.1.3    which is lawfully acquired from a Third Party without
being made subject to an obligation of confidence by the Third
Party;

          12.1.4    which by mutual agreement is released from a
confidential status; or

          12.1.5    which is required to be disclosed under any statutory,
regulatory or judicial requirement, including, but not limited
to, any filing with the Securities Exchange

<PAGE>

Commission and in that event, confidentiality will be preserved and
protected to the extent possible; additionally, notice will be provided
to the other Party prior to any such disclosure.

     12.2 Ownership of Data; No License.  It is expressly agreed that
neither  Party transfers to the other Party by operation of  this
Agreement any patent right, copyright or other proprietary right.
All  data and information generated or derived by Innovex as  the
result  of  services  performed by Innovex under  this  Agreement
shall be and remain the exclusive property of CVT. Any inventions
that  may  evolve from the data and information as the result  of
services  performed by Innovex under this Agreement shall  belong
to  CVT  and  Innovex  agrees to assign its rights  in  all  such
inventions  and/or  related patents to CVT.  Notwithstanding  the
foregoing,  CVT  acknowledges  that  Innovex  possesses   certain
inventions,  processes,  know-how, trade  secrets,  improvements,
other intellectual properties and other assets, including but not
limited   to   analytical  methods,  procedures  and  techniques,
procedure   manuals,   personnel  data,  financial   information,
computer  technical  expertise  and  software,  which  have  been
independently  developed  by Innovex  and  which  relate  to  its
business  or  operations (collectively "Innovex Property").   CVT
and  Innovex  agree  that  any Innovex  Property  or  improvement
thereto  which  are  used,  improved, modified  or  developed  by
Innovex  under or during the term of this Agreement are the  sole
and exclusive property of Innovex.

     12.3 Survival.  The obligations of Innovex and CVT under this
Article  12 shall survive the termination or expiration  of  this
Agreement for a period of five (5) years.

                           ARTICLE 13

                         INDEMNIFICATION

     13.1 Indemnification by CVT. CVT shall indemnify, defend, save,
protect, and hold harmless Innovex, its Affiliates, and  its  and
their  respective  directors,  officers,  employees,  and  agents
("Innovex  Indemnitees")  against any  and  all  losses,  claims,
damages,  liabilities,  costs and expenses (including  reasonable
attorneys  fees  and  expenses  and court  costs)  (collectively,
"Losses")  resulting  or  arising from any  Third  Party  claims,
actions, proceedings, investigations or litigation relating to or
arising  from or in connection with: (i) the design, development,
manufacture, sale, distribution or use of the Product;  (ii)  the
breach  by  CVT  of any of its obligations under this  Agreement;
(iii)  the negligent or wrongful acts or omissions of CVT or  any
of its directors, officers, employees or agents; (iv) a violation
of any law, rule or regulation by CVT relating to this Agreement;
(v) the Promotional Materials or any other materials referred  to
in Section 6.2; or (vi) the infringement or violation, or alleged
infringement or violation by CVT or the Product of any patents or
any  copyrights,  trademark, trade secret or  other  intellectual
property rights.  Notwithstanding the foregoing, CVT shall not be
required  to indemnify Innovex for any Losses to the extent  they
arise from the negligent or wrongful acts or omissions of Innovex
or  any  of  the Innovex Indemnitees or Innovex's breach  of  its
obligations under this Agreement.

     13.2  Indemnification by Innovex.  Innovex shall  indemnify,
defend, save, protect, and hold harmless CVT, its Affiliates, and
its  and  their  respective directors, officers,  employees,  and
agents  (the  "CVT  Indemnitees")  against  any  and  all  Losses
resulting  or  arising  from  any Third  Party  claims,  actions,
proceedings, investigations or litigation relating to or  arising
from  or

<PAGE>

in connection with: (i) the marketing, promotion or sale
of  the  Product  by  Innovex  in a manner  which  violates  this
Agreement;  (ii) the breach by Innovex of any of its  obligations
under  this  Agreement; (iii) the negligent or wrongful  acts  or
omissions of Innovex or any of its directors, officers, employees
or  agents;  (iv) a violation of any law, rule or  regulation  by
Innovex relating to this Agreement; or (v) the representations or
misrepresentations by Innovex relating to the Product which  were
not  consistent with the labeled claims or Promotional  Material.
Notwithstanding the foregoing, Innovex shall not be  required  to
indemnify  CVT for any Losses to the extent they arise  from  (i)
the  negligent  or  wrongful acts or  omissions  of  CVT  or  CVT
Indemnitees; (ii) the breach by CVT of its obligations under this
Agreement; (iii) a manufacturing or design defect of the Product;
or  (iv) a strict liability claim arising out of CVT's failure to
warn.

     13.3 Procedure.  The Party seeking indemnification hereunder (the
"Indemnified  Party")  shall  (a)  promptly  notify   the   Party
obligated  to indemnify (the "Indemnifying Party") of any  Losses
for  which  the  Indemnified  Party  seeks  indemnification;  (b)
cooperate   fully   with  Indemnifying  Party   and   its   legal
representatives in the investigation of any matter the subject of
indemnification; (c) permit the Indemnifying Party  full  control
over  the  defense and settlement of any matter  the  subject  of
indemnification; and (d) not unreasonably withhold  its  approval
of   the  settlement  of  any  claim,  liability  or  action   by
Indemnifying Party covered by this indemnification provision.

     13.4 No Consequential Damages.  Notwithstanding the Parties'
rights  and  remedies  in  equity  and  except  with  respect  to
indemnification obligations under Sections 13.1 and 13.2, neither
Party,   nor   its  Affiliates  or  their  respective  directors,
officers,  employees or agents shall have any  liability  to  the
other  for  any  special, incidental, indirect  or  consequential
damages,  including, but not limited to the loss of  opportunity,
use, revenue or profit, in connection with or arising out of this
Agreement,  or the Services performed by Innovex hereunder,  even
if such damages were foreseeable.

     13.5 CVT Responsibility for Product Description.  Innovex shall
not  be  liable to CVT for claims or losses arising  out  of  the
statements  or  representations of  the  Innovex  Personnel  with
respect   to  the  Product  to  the  extent  the  statements   or
representations   conform  to  the  oral,  written   or   printed
statements  or representations made to the Innovex  Personnel  by
CVT  with  respect  to the Product or contained  in  the  Product
labeling, Promotional Materials or other material referred to  in
Section  6.2, provided all such materials have been  approved  in
advance in writing by CVT.

     13.6  Insurance.  Innovex and CVT shall at their own expense
obtain  and  maintain insurance of a type and amount  as  may  be
necessary  to  protect their interests and obligations  connected
with performance under this Agreement.  Neither Party shall do or
omit  to  do  any act, matter or thing which could  prejudice  or
render voidable any such insurance.  Innovex and CVT shall,  upon
request  by  the  other, provide a certification  evidencing  the
insurance  or  any  renewal.  Each Party shall notify  the  other
Party  of  any  cancellation of or material change  in  any  such
insurance  arrangements, if possible, prior  to  cancellation  or
material change, but in any event, as soon as possible.   Innovex
shall  carry  workers' compensation and employer's insurance  and
Innovex  shall  remain  solely responsible  for  all  employment-
related  claims  and  injury claims of its employees  devoted  to
performing services hereunder, except those claims arising out of

<PAGE>

CVT's  negligence or intentional acts.  CVT shall  carry  product
liability insurance covering the Product in the Territory,  in  a
minimum amount of [ * ] at all times following Launch.

                           ARTICLE 14

                      TERM AND TERMINATION

     14.1  Term.   The Term of this Agreement will begin  on  the
Effective  Date and continue until the end of the  calendar  year
that  includes the fifth (5th) anniversary of the Product Launch,
unless  the  Agreement is terminated earlier in  accordance  with
this Article 14.

     14.2 Material Breach.  Either Party may terminate this Agreement
by  written notice at any time if the other Party defaults in the
performance of any material obligations under this Agreement.  In
the  event of such default, the Party declaring the default shall
provide  the  defaulting Party with written notice setting  forth
the  nature  of the default, and the defaulting Party shall  have
thirty  (30)  days to cure the default.  If the defaulting  Party
fails to cure the default within the foregoing time periods,  and
provided the default is continuing, the other Party may terminate
this  Agreement by written notice to the defaulting Party,  which
notice shall be effective upon receipt.

     14.3 NDA Filing; No Product Approval.  Either Party may terminate
this  Agreement if CVT provides written notice to  Innovex  that:
(i)  it will not submit an NDA due to Product failure; (ii)  that
CVT  has terminated development of the Product; (iii) if the  FDA
provides written notice that it will not approve the Product;  or
(iv) if the Product Launch does not occur prior to [ * ].  If  at
any  time  CVT  reasonably concludes that Product Launch  is  not
likely  to occur by [ * ], CVT shall notify Innovex of the change
in circumstances and its revised estimate of the scheduled Launch
(the "Revised Launch Date").  At the time of such notice, Innovex
must  either  and  by  written notice to  CVT:  (i)  confirm  its
intention  to  proceed under this Agreement, in  which  case  the
first  sentence  of  this  Section 14.3  shall  be  automatically
amended to replace the date "[*]" with the date ninety (90)  days
after  the Revised Launch Date; or (ii) immediately exercise  its
right  of  termination under this Section 14.3.  If Innovex  does
not  exercise  its right of termination within  sixty  (60)  days
after receiving such CVT request, Innovex shall be deemed to have
confirmed its intention to proceed under this Agreement  and  the
first  sentence  of this Section 14.3 shall be  so  automatically
amended.   In  the  event  of additional  delays  in  anticipated
Launch, CVT shall give a further notice under this Section  14.3,
and  the  same  procedure for an Innovex  election  shall  apply.
Innovex may terminate this Agreement by written notice to CVT  if
the NDA Filing for the Product has not occurred by [ * ].  In the
case  of  a  Revised Launch Date which does not lead  Innovex  to
terminate this Agreement, the date in the previous sentence shall
be  extended to a new date which is six (6) months prior  to  the
new Revised Launch Date.

     14.4 Failure to Achieve Certain Net Sales.  Either Party may
terminate  this  Agreement  by giving twelve  (12)  months  prior
notice if Product sales in the Territory in the prior Sales  Year
are  below minimum levels specified by the Parties, provided that
such notice of termination may not be given by either Party until
the end of Sales Year 2.  Attached as Exhibit D is a schedule  of
the  minimum  levels of forecast sales, which may be amended  and
revised  by  mutual  and  express agreement  among  the  Parties.
Notwithstanding  the  foregoing, if Innovex  provides  notice  of
termination under this Section 14.4, CVT shall have the option to
extend  the

<PAGE>

term of the Agreement for a period of one  (1)  year
from the end of such twelve (12) month period by providing notice
to  Innovex,  provided that in such case: (i)  CVT  shall  become
solely responsible for the portion of the Post-Approval Marketing
Expenditures   that   are   designated   as   Innovex   Marketing
Expenditures  on  Exhibit C, to the extent such expenditures  are
applicable to such final one-year term of the Agreement; (ii) the
Sales  and  Marketing  Fee for such final one-year  term  of  the
Agreement shall equal the Fully Burdened Cost of the Sales  Force
provided  by Innovex; and (iii) CVT shall chair the  JCC  and  be
entitled to make any final decisions.

     14.5 Permitted CVT Co-Promotion Agreement.  As an exception to
the  exclusivity  provided  for in  Section  1.3,  CVT  shall  be
entitled to grant co-promotion or license rights for the  Product
in  the Territory to a Third Party at any time prior to the first
Pre-Approval  Advance under the Loan Agreement.   If  CVT  enters
into such a co-promotion or license agreement with a Third Party,
it  shall give written notice to Innovex within ten (10) days  of
signing  such agreement.  Innovex shall, within sixty  (60)  days
after  receipt of such notice, elect to either (a) terminate  the
Agreement  immediately, or (b) continue the Agreement subject  to
adjustment  of  financial terms corresponding to  CVT's  retained
rights (e.g., in a 50/50 co-promotion with a Third Party in which
CVT   retains  a  fifty  percent  (50%)  promotion  right,   then
Quintiles' Pre-Approval Loan Commitment would be reduced by fifty
percent  (50%)  to  five million dollars ($5,000,000),  Innovex's
minimum  sales  and  marketing commitments would  be  reduced  by
one-half,  the Sales and Marketing Fee would be reduced  by  one-
half,  and  the  milestone payment under  section  8.4  would  be
reduced  by fifty percent (50%)).  If Innovex elects to  continue
the  Agreement  in  such  case,  the  Parties  shall  execute  an
amendment  to this Agreement to set forth the revised  terms  and
conditions  of  the Agreement.  If Innovex does not  provide  any
notice of election to CVT within such sixty (60)-day time period,
then  it  shall  be  deemed  to have terminated  this  Agreement.
Subsequent  to  the  first Pre-Approval Advance  under  the  Loan
Agreement, and provided CVT has not given notice to Innovex under
this  Section  14.5 prior thereto, CVT shall not license  to  any
Third  Party  the  rights to market or sell the  Product  in  the
Territory,  or grant co-promotion rights to market  or  sell  the
Product  in  the  Territory to any Third Party without  Innovex's
prior written consent.

     14.6 Loss of Product Rights by CVT.  CVT holds the rights to the
Product  under  an  exclusive license from a Third  Party.   This
Agreement  shall terminate automatically if CVT's license  rights
to the Product terminate in the Territory.

     14.7 Bankruptcy.  Either Party may terminate this Agreement by
written  notice to the other Party, if the other  Party  files  a
petition for bankruptcy, reorganization or arrangement under  any
state  statute,  or  makes  an  assignment  for  the  benefit  of
creditors or takes advantage of any insolvency statute or similar
statute, or such filing is made by a Third Party, and such filing
is not withdrawn within sixty (60) days of the filing date, or if
a receiver or trustee is appointed for the property and assets of
the  Party  and  the receivership proceedings are  not  dismissed
within sixty (60) days of such appointment.

     14.8 Accrued Rights.  Termination of the Agreement for whatever
reason  shall not affect the accrued rights of either Innovex  or
CVT  arising  under or out of this Agreement and  all  provisions
which  expressly  or by implication survive this Agreement  shall
remain  in  full force and effect.  Termination of this Agreement
shall  not  relieve  the Parties of any liability  which  accrued
hereunder  prior  to the effective date of such  termination  nor
preclude  either Party from

<PAGE>

pursuing all rights and  remedies  it may  have  hereunder or at law or in
equity with respect to any breach of this Agreement nor prejudice either
Party's right to obtain performance of any obligation.

     14.9 Right to Receive Data.  Upon termination, CVT shall have the
right to receive data attendant or related to sales and marketing
activities under this Agreement.

     14.10     Survival.  The following provisions shall survive any
expiration or termination of this Agreement, and if time  periods
are  specified, for the period of time specified:  Sections  1.4,
4.8,  4.9, 5.4.3, 6.2.2, 7.1, 7.2, 7.4, 7.7, 9.1, 9.2, 9.4,  9.5,
9.6,  9.7, 10.3, 10.4, 10.5, 10.6, 11.2, 11.4, 11.5, 14.8,  14.9,
14.10 and Articles 12, 13, 15, 16 and 17.

                           ARTICLE 15

                     SALES FORCE CONVERSION

     15.1 Right to Convert Sales Force.  CVT shall have the right to
offer CVT employment to the Innovex Personnel who are members  of
the  Sales Force at the end of the full scheduled Term or earlier
upon  a  termination under Section 14.2, 14.4 or  14.7.   In  the
event  CVT desires to convert some or all of the Sales  Force  to
its  employment, it shall provide Innovex notice of such election
at  least three (3) months prior to the end of the full scheduled
Term  or with its notice of termination under Section 14.2,  14.4
or 14.7.

     15.2 Transition Plan.  In the event CVT decides to convert the
Sales  Force, in accordance with Section 15.1, the Parties  shall
promptly  meet  and  determine  a transition  plan,  which  shall
include  a  schedule  for  actions which  will  enable  a  smooth
transition date for all Innovex Personnel: (i) who may be offered
employment  by CVT; (ii) who may not be offered such  employment;
and (iii) who may decline such offers.  No later than thirty (30)
days before the end of the full scheduled Term or within two  (2)
months  from termination under Sections 14.2, 14.4 or  14.7,  CVT
shall  identify  for Innovex the names of Innovex  Personnel  who
have  elected to accept employment offers from CVT and those  who
have  not  been offered employment or have declined an employment
offer.

     15.3  CVT  Determination.   CVT shall  make  an  independent
determination  regarding the qualifications  and  suitability  of
Innovex Personnel to be offered employment by CVT, and the  terms
of  such  offers,  if  any.   No  information  contained  in  the
personnel files of Innovex Personnel shall be disclosed  to  CVT,
including   resumes,  applications,  performance  appraisals   or
disciplinary  records,  or the results  of  drug  screens,  motor
vehicle  or  background reports.  Notwithstanding the  foregoing,
Innovex shall notify CVT of any material violation by any Innovex
Personnel of the PDMA.

     15.4 Compensation.  As compensation for such conversion, CVT
shall pay Innovex a supplemental fee at the end of the payment of
royalties  under  Section  9.5, as follows.   In  the  event  the
aggregate  amount of such royalties exceeds [ *  ]  of  the  base
salary  for  the Sales Force hired by CVT under this Article  15,
CVT shall not owe any supplemental payment to Innovex as a result
of  the  Sales Force conversion.  In the event such aggregate  is
less  than [ * ] of the base

<PAGE>

salary for the Sales Force hired  by CVT,  CVT  shall pay Innovex the
difference, within  thirty  (30)days after the second anniversary of
the end of the Term.

     15.5 Proprietary Information. In the event of any Sales Force
conversion under this Article 15, the Innovex Personnel who  join
CVT  may  continue to use in their employment by CVT any and  all
Product  knowledge  that they gained while in the  employment  of
Innovex,   including   knowledge  regarding  Product   customers,
competition,  selling  techniques, and the like.  However,  other
proprietary information of Innovex (including Innovex  sales  and
personnel  manuals  and software) shall remain  the  property  of
Innovex  and  shall  not  be conveyed to  CVT.  As  part  of  the
transition plan referred to above, the Parties shall cooperate to
deliver  to CVT in the most convenient electronic form  any  data
related  to the Product (including sales activities of the  Sales
Force under this Agreement) in the possession of Innovex.

                           ARTICLE 16

                       DISPUTE RESOLUTION

     16.1 Disputes. The Parties recognize that disputes as to certain
matters  may  from  time to time arise during the  term  of  this
Agreement   which   relate  to  either  Party's   rights   and/or
obligations   hereunder.  In  addition  to  the   decision-making
provisions of Article 2 of this Agreement it is the objective  of
the  Parties to establish procedures to facilitate the resolution
of  disputes arising under this Agreement in an expedient  manner
by  mutual cooperation and without resort to litigation, as  such
may  be  accomplished by good faith negotiations between CVT  and
Innovex,  within  thirty  (30) days of notice.  If  such  dispute
remains  unresolved at that point, it shall promptly be submitted
to  the  President of Innovex and the Chief Executive Officer  of
CVT  who  will meet in person or by teleconference at least  once
within ten (10) days after such submission and attempt to resolve
the  matter or matters in dispute. If any such dispute cannot  be
resolved  by such officers of each Party within twenty (20)  days
from the date on which the Parties submitted such dispute to such
officers, then such dispute shall be brought before and  resolved
in a court of competent jurisdiction in the State of Delaware and
each  Party  agrees  to  the exclusive jurisdiction  of  Delaware
courts for any disputes arising from this Agreement.

     16.2 Governing Law. Resolution of all disputes arising out of or
related to this Agreement or the performance, enforcement, breach
or  termination  of  this  Agreement and  any  remedies  relating
thereto, shall be governed by and construed under the substantive
laws  of the State of Delaware, as applied to agreements executed
and  performed entirely in the State of Delaware by residents  of
the State of Delaware, without regard to conflicts of law rules.

                           ARTICLE 17

                          MISCELLANEOUS

     17.1 Condition Subsequent.  This Agreement shall terminate and be
of  no  force and effect if for any reason the closing under  the
Stock  Purchase  Agreement does not close within  ten  (10)  days
following the Effective Date of this Agreement.

<PAGE>

     17.2 Return of Materials.  At the completion of the services by
Innovex or termination pursuant to Article 14, all materials  and
all  other data owned by CVT under this Agreement, regardless  of
the method of storage or retrieval, shall either be delivered  to
CVT  in  such  form  as is then currently in  the  possession  of
Innovex  or disposed of, at the direction and written request  of
CVT unless such materials are otherwise required to be stored  or
maintained  by  Innovex as a matter of law  or  regulation.   The
costs  associated with either of the above options shall be  paid
by CVT.

     17.3 Nonsolicitation of Employees.  Except as otherwise provided
herein, during the term of this Agreement and for a period of six
(6)  months thereafter, each Party agrees that neither it nor any
of  its  divisions or operating groups that directly participates
in   or   is   directly  responsible  for  the   development   or
commercialization  of  the  Product pursuant  to  this  Agreement
shall,  directly or indirectly, recruit, solicit  or  induce  any
employee  of  the other Party to terminate his or her  employment
with such other Party.

     17.4 Publicity.  The Parties agree that promptly following the
execution  of  this  Agreement, they will  issue  a  joint  press
release, attached hereto and incorporated herein by reference  as
Exhibit  E.  Subsequent announcements related to  this  Agreement
shall  be by mutual consent.  Innovex acknowledges that CVT shall
be the Party responsible for disclosure of information related to
the   sales,  performance,  pharmaceutical  characteristics   and
clinical  study data of the Product, and agrees not to  make  any
disclosures,  public  or  private, in that  regard,   except  for
disclosures permitted by Section 12.1.5.  Each Party is otherwise
authorized to make any disclosures as may be required by law.

     17.5 Business Days.  If any date for payment or notice under this
Agreement falls on a Saturday, Sunday or bank holiday,  then  the
referenced  date  shall move to the first working  day  following
such  date,  provided that the calculation of  working  days  are
never  to  include  Saturdays, Sundays or bank holidays  and  the
calculation  of days (without reference to "working" days)  shall
include Saturdays, Sundays and bank holidays.

     17.6  Entire Agreement; Amendment.  This Agreement, the Loan
Agreement,  the Stock Purchase Agreement and the other agreements
referred  to herein between the Parties, set forth the  complete,
final  and  exclusive agreement and all the covenants,  promises,
agreements,    warranties,   representations,   conditions    and
understandings  between  the Parties  hereto  and  supersede  and
terminate  all  prior agreements and understandings  between  the
Parties.    There   are   no  covenants,  promises,   agreements,
warranties, representations, conditions or understandings, either
oral  or written, between the Parties other than as are set forth
herein  and therein.  No subsequent alteration, amendment, change
or  addition to this Agreement shall be binding upon the  Parties
unless reduced to writing and signed by an authorized officer  of
each Party.

     17.7 Force Majeure.  Both Parties shall be excused from  the
performance  of  their obligations under this  Agreement  to  the
extent  that  such performance is prevented by force majeure  and
the   nonperforming  Party  promptly  provides  notice   of   the
prevention to the other Party.  Such excuse shall be continued so
long  as  the condition constituting force majeure continues  and
the  nonperforming Party takes reasonable efforts to  remove  the
condition.   For purposes of this Agreement, force majeure  shall
include  conditions beyond the control of the Parties,  including
without  limitation,  an  act of God,  voluntary  or  involuntary
compliance  with

<PAGE>

any regulation, law or order of any  government,
war, civil commotion, labor strike or lock-out, epidemic, failure
or default of public utilities or common carriers, destruction of
production facilities or materials by fire, earthquake, storm  or
like catastrophe; provided, however, the payment of invoices  due
and owing hereunder shall not be delayed by the payor because  of
a force majeure affecting the payor.

     17.8 Notices.  Any notice required or permitted to be given under
this  Agreement shall be in writing, shall specifically refer  to
this  Agreement  and  shall be deemed to have  been  sufficiently
given  for  all  purposes if mailed by first class  certified  or
registered  mail,  postage prepaid, express delivery  service  or
personally delivered.  Unless otherwise specified in writing, the
mailing addresses of the Parties shall be as described below.

     For CVT:            CV THERAPEUTICS, Inc.
                         3172 Porter Drive
                         Palo Alto, California 94304
                         Attention: Cynthia L. Clark, General Counsel
                         Fax: 650-858-0388
                         Phone: 650-812-9524

     With a Copy to:     Cooley Godward LLP
                         Five Palo Alto Square
                         3000 El Camino Real
                         Palo Alto, CA 94306
                         Attention: Robert L. Jones
                         Fax: 650-857-0663
                         Phone: 650-843-5034

     For Innovex:        Innovex Inc.
                         10 Waterview Boulevard
                         Parsippany, NJ 07054
                         Attention: David Stack, President
                         Fax: (973) 257-4581
                         Phone: (973) 257-4570

     With a Copy to:     L. Stephen Garlow
                         General Counsel
                         10 Waterview Boulevard
                         Parsippany, New Jersey 07054
                         Fax: (973) 257-4581
                         Phone: (973) 257 4784

                         or  to such other destination as either Party
may  hereafter  notify  the other Party in accordance  with  this
section.

     17.9 Consents Not Unreasonably Withheld or Delayed.  Whenever
provision  is made in this Agreement for either Party  to  secure
the  consent  or approval of the other, that consent or  approval
shall  not  unreasonably be withheld or delayed, and whenever  in
this

<PAGE>

Agreement provisions are made for one Party to object to  or
disapprove  a  matter,  such objection or disapproval  shall  not
unreasonably be exercised.

     17.10     Maintenance of Records.  Each Party shall keep and
maintain  all  records required of it by law or  regulation  with
respect  to  the  Product and shall make copies of  such  records
available to the other Party upon request.

     17.11     United States Dollars.  References in this Agreement to
"Dollars" or "$" shall mean the legal tender of the United States
of America.

     17.12      No Strict Construction.  This Agreement has  been
prepared  jointly  and  shall not be strictly  construed  against
either Party.

     17.13     Assignment.  Neither Party may assign or transfer this
Agreement  or  any  rights or obligations hereunder  without  the
prior written consent of the other, except that a Party may  make
such   an  assignment  without  the  other  Party's  consent   to
Affiliates or to a successor to substantially all of the business
of such Party, whether in a merger, sale of stock, sale of assets
or  other  transaction.  Any permitted successor or  assignee  of
rights  and/or obligations hereunder shall, in a writing  to  the
other  Party, expressly assume performance of such rights  and/or
obligations.   Any permitted assignment shall be binding  on  the
successors  of the assigning Party.  Any assignment or  attempted
assignment  by  either Party in violation of the  terms  of  this
Section 17.13 shall be null and void and of no legal effect.   If
either  Party assigns this Agreement to an Affiliate pursuant  to
this   Section  17.13,  the  assigning  Party  shall  provide   a
continuing guarantee of the performance of this Agreement by such
Affiliate.

     17.14     Performance by Affiliates.  Obligations under this
Agreement may be performed by Affiliates of Innovex and CVT  only
with the prior consent of the other Party.  In the event any such
performance  is carried out by Affiliates with the prior  consent
of   the   other  Party,  each  of  Innovex  and  CVT  guarantees
performance of this Agreement by its Affiliates.  No Affiliate of
a  Party  may  make decisions inconsistent with  this  Agreement,
amend the terms of this Agreement or act contrary to its terms in
any way.

     17.15     Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all   of  which  together  shall  constitute  one  and  the  same
instrument.

     17.16      Further Actions.  Each Party agrees  to  execute,
acknowledge and deliver such further instruments, and to  do  all
such  other acts, as may be necessary or appropriate in order  to
carry out the purposes and intent of this Agreement.

     17.17     Severability.  If any one or more of the provisions of
this  Agreement  is  held to be invalid or unenforceable  by  any
court of competent jurisdiction from which no appeal can be or is
taken,  the  provision  shall  be considered  severed  from  this
Agreement  and  shall  not  serve  to  invalidate  any  remaining
provisions hereof.  The Parties shall make a good faith effort to
replace  any invalid or unenforceable provision with a valid  and
enforceable  one  such that the objectives  contemplated  by  the
Parties when entering this Agreement may be realized.

<PAGE>

     17.18     Ambiguities.  Ambiguities, if any, in this Agreement
shall  not be construed against any Party, irrespective of  which
Party may be deemed to have authored the ambiguous provision.

     17.19     Headings.  The headings for each article and section in
this  Agreement have been inserted for convenience  of  reference
only  and  are not intended to limit or expand on the meaning  of
the language contained in the particular article or section.

     17.20     No Waiver.  Any delay in enforcing a Party's rights
under this Agreement or any waiver as to a particular default  or
other matter shall not constitute a waiver of such Party's rights
to  the  future  enforcement of its rights under this  Agreement,
except  with  respect  to an express written  and  signed  waiver
relating to a particular matter for a particular period of time.

<PAGE>

     [SIGNATURE PAGE TO SALES AND MARKETING SERVICES AGREEMENT]

     In Witness Whereof, the Parties have executed this Agreement
in  duplicate originals by their duly authorized officers  as  of
the date and year first above written.

CV Therapeutics, Inc.



By:      /s/ Louis G. Lange

Print:   Louis G. Lange

Title:   Chairman & CEO

Date:    May 5, 1999


Innovex Inc.



By:      /s/ David Stack

Print:   David Stack

Title:   President and General  Manager

Date:


For the Purposes Only of
Article 8 Quintiles
Transnational Corp.



By:      /s/ James L. Bierman

Print:   James L. Bierman

Title:   Senior Vice President
         Corporate Development

Date:

 <PAGE>

                           Exhibit A

                           Definitions

     The  following  terms shall have the following  meanings  as
used in this Agreement:

1.   "Affiliate"   means  any  corporation  or  business   entity
     controlled by, controlling, or under common control with a Party
     to this Agreement.  For this purpose, "control" shall mean direct
     or indirect beneficial ownership of at least fifty percent (50%)
     of the voting stock or income interest in such corporation or
     other business entity, or such other relationship as, in fact,
     constitutes actual control.

2.   "FDA" means the U.S. Food and Drug Administration.

3.   "Field Manager" means a member of the Sales Force having the
     responsibilities set forth on Schedule III for such job title.

4.   "First Year Sales Commitment" means the line of credit
     extended to CVT by Quintiles, for the purpose of assisting in the
     financing of first year sales and marketing expenses for the
     Product, and identified as in the Loan Agreement.

5.   "Fully Burdened Cost" will have the meaning provided in
     Section 3.3.

6.   "Innovex Personnel" means any individual who is performing
     any part of the services hereunder and who stands in an employer-
     employee relationship with Innovex.

7.   "Joint Commercialization Committee" or "JCC" means the
     committee formed pursuant to Section 2.2.

8.   "Joint Steering Committee" or "JSC" means the joint
     committee formed pursuant to Section 2.1.

9.   "Loan Agreement" means the loan agreement of even date
     herewith between Quintiles and CVT.

10.  "Marketing Plan" means a plan detailing the activities to be
     performed by each Party in the Territory as more fully described
     in Article 3 hereof.

11.  "Minimum Post-Approval Marketing Expenditure Commitment"
     means the minimum expenditures on Post-Approval Marketing
     Activities Innovex shall provide in accordance with Section
     4.5.2.

12.  "Minimum Sales Force Commitment" means such Innovex Sales
     Force commitment in accordance with Section 4.5.1 hereof.

13.  "National Sales Manager" means the leader of the Sales Force
     having the responsibilities set forth on Schedule III for such
     job title.

<PAGE>

14.  "NDA" means an application as defined in the United States
     Food, Drug and Cosmetic Act and applicable regulations
     promulgated thereunder to the FDA, the approval of which is
     required before a pharmaceutical product may be promoted and sold
     in the Territory.

15.  "NDA Filing" means the date the FDA accepts the
     submission/application and issues an NDA identification number.

16.  "Net Sales" means the amount billed by CVT or an Affiliate
     for sales of the Product to an unrelated Third Party in the
     Territory less: (i) discounts, including cash and quantity
     discounts, charge-back payments and rebates granted to managed
     health care organizations or to federal, state and local
     governments, their agencies, and purchasers and reimbursers or to
     trade customers, including but not limited to, wholesalers and
     chain and pharmacy buying groups; (ii) credits or allowances
     actually granted upon claims, damaged goods, rejections or
     returns of such Product, including recalls, regardless of the
     Party or Third Party requesting such; (iii) freight, postage,
     shipping and insurance charges actually allowed or paid for
     delivery of the Product, to the extent billed; (iv) taxes, duties
     or other governmental charges levied on, absorbed or otherwise
     imposed on sale of such Product, including without limitation
     value-added taxes, or other governmental charges otherwise
     measured by the billing, when included in billing, as adjusted
     for rebates and refunds; and (v) bad debts (defined as any bills
     unpaid for one hundred eighty (180) days after due) and after CVT
     has used commercially reasonable efforts to collect.

17.  "Phase IIIB/IV Studies" means a study conducted for
marketing of the Product in the Territory and not for the purpose
of obtaining FDA approval of the NDA.

18.  "Post-Approval Marketing Activities" means such promotional
     and marketing activities as are described on the Exhibits and
     Schedules attached hereto and any other activities identified by
     the JSC in furtherance of the objectives of this Agreement, which
     activities are allowed by the FDA or under the Food Drug &
     Cosmetic Act and its attendant regulations, and which are
     conducted after Product Launch.  Such activities also include
     marketing input into clinical strategic planning activities, i.e.
     protocol development, future indications.

19.  "Pre-Approval Loan" means the line of credit extended to CVT
     by Quintiles, for the purpose of assisting in the financing of
     Pre-Approval Marketing Activities, and identified in the Loan
     Agreement.

20.  "Pre-Approval Marketing Activities" means marketing
     activities identified by the JSC in furtherance of the objectives
     of this Agreement, and as may be allowed by applicable regulatory
     authorities and the AMA Guidelines on Gifts to Physicians prior
     to Product Launch.  Such activities shall include without
     limitation, educational programs, symposia, poster-sessions,
     seminars for physicians, market research, pricing studies,
     development of promotional activities and advertising agency
     fees.  Such activities also include marketing input into clinical
     strategic planning activities, i.e.  protocol development, future
     indications, Phase IIIB/IV Studies.

<PAGE>

21.  "Pre-Approval Marketing Expenses" means expenses incurred
     for Pre-Approval Marketing Activities, which shall include all
     Innovex billable expenses related to the Product prior to Product
     Launch, exclusive of:  (i) post-Launch sales and marketing
     activities or expenses; and (ii) Sales Force Startup Costs.

22.  "Product" means ranolazine (the pharmaceutical agent
     described in U.S. Patent No. 4,567,264) in a sustained release
     formulation, together with any other formulation approved or
     marketed during the Term for the treatment of stable angina.

23.  "Product Launch" or "Launch" means the first date upon which
     the FDA-approved Product is shipped by CVT to a wholesaler for
     commercial distribution.

24.  "Project Administrator" means the Innovex employee at the
     headquarters office who will provide administrative support for
     the National Sales Manager.

25.  "Promotional Materials" means written materials generated
     for the purpose of promotion and sale of the Product, in all
     cases with the prior written approval of CVT.

26.  "Sales and Marketing Fee" means the amount Innovex will be
     paid for the services as ore fully set forth in Section 9.1
     hereof.

27.  "Sales Force" means those Innovex Personnel, including
     without limitation Territory Representatives, Field Managers,
     National Sales Manager and Project Administrator who promote the
     Product under this Agreement.

28.  "Sales Force Startup Costs" means costs associated with
     keeping, training and maintaining a dedicated Sales Force
     preceding Product Launch, exclusive of Pre-Approval Marketing
     Expenses and as more fully described in Sections 4.2.1 and 9.3.

29.  "Sales Quarter" means a calendar quarter, the first quarter
     to consist of the period from the Product Launch until the
     beginning of the calendar month the next calendar quarter begins.

30.  "Sales Year" means, respectively, the periods that encompass
     Sales Quarters 1-4, 5-8, 9-12, 13-16 and, for Sales Year 5, the
     period commencing with Sales Quarter 17 and ending with December
     31st of the calendar year which includes the fifth anniversary of
     the Product Launch.

31.  "Sample" means units of Product distributed by Innovex,
     pursuant to the provisions of the Prescription Drug Marketing
     Act, and for complimentary distribution to patients by
     practitioners licensed to prescribe Product, whether packaged as
     individual samples or as trade packages.

32.  "Stock Purchase Agreement" shall have the meaning provided
     in Section 8.1.

33.  "Term" means the period of time from the Effective Date to
     the end of the calendar year which includes the fifth anniversary
     of the Product Launch or the earlier termination of the Agreement
     in accordance with its terms, whichever is earlier.

<PAGE>

34.  "Territory" means the United States of America and its
     territories and possessions, including Puerto Rico.

35.  "Territory Representative" means an employee of Innovex: (i)
     who is responsible for meeting with customers and others who can
     buy (or influence the buying process and decision regarding) the
     Product; and (ii) whose success at such activities is a
     significant factor in the ongoing employment and compensation of
     the individual representative.  The responsibilities of a
     Territory Representative are set forth on Schedule III.

36.  "Third Party" means any entity or person other than Innovex
     or CVT or an Affiliate of either of them.

<PAGE>

                            Exhibit B
                     MARKETING PLAN OUTLINE

     I.   Executive Summary

     II.  Market Analysis
          "    Angina Market
          "    Angina Products
          "    Future Outlook

     III. Product Profile
          "    Product Description
          "    Indications
          "    Clinical Experience and Program
          "    Formulation, Packaging and Administration

     IV.  SWOT Analysis

     V.   5 year Sales Forecasts
          "    Units, Dollars, Prescriptions, Market Share

     VI.  Objectives
          "    Awareness
          "    Communication
          "    Product Use
          "    Sales
          "    Market Share
          "    Managed Care/Formulary

     VII. Key Issues

     VIII.Strategies
          "    Product Positioning
          "    Audiences
          "    Sales Force
          "    Pharmacoeconomics

     IX.  Tactics
          "    Pharmacoeconomics
          "    Market Research
          "    Medical Education
          "    Publication Plan
          "    Personal Selling Materials Program
          "    Clinical Support
          "    Sales Force Support
          "    Sampling
          "    Managed Care / Formulary

<PAGE>

          "    Territory Sales Force Effort

     X.   Budget Following Year

     XI.  Timelines

<PAGE>

                            Exhibit C

     Cost Allocation For Post-Approval Marketing Activities

            Category              Innovex     Innovex     CVT
                                   Sales     Marketing    Cost
                                   Force     Expenditur
                                  Expenses       es
Advertising (journal and mail)     [ * ]       [ * ]     [ * ]

Auto  Costs (allowance, mileage,   [ * ]       [ * ]     [ * ]
parking, tolls, etc.)

Back office, infrastructure        [ * ]       [ * ]     [ * ]

Distribution of the Samples        [ * ]       [ * ]     [ * ]

Drug   Screens   and   reference   [ * ]       [ * ]     [ * ]
checks

Equipment:     1) Computer (hard   [ * ]       [ * ]     [ * ]
& soft), printer, fax              [ * ]       [ * ]     [ * ]
        2) Detail bags, business
cards

Field     Supplies:     postage,   [ * ]       [ * ]     [ * ]
stationery, printer  ink,  phone
charges

Forms,     reports    especially   [ * ]       [ * ]     [ * ]
requested by CVT

Innovex    Fee   for    Services   [ * ]       [ * ]     [ * ]
Marketing

ITMS   (call  reporting,   voice   [ * ]       [ * ]     [ * ]
mail,        email,       Sample
accountability)

Insurance:  employment,  workers   [ * ]       [ * ]     [ * ]
comp, E & O, CGL

Market Research                    [ * ]       [ * ]     [ * ]

Medical and other benefits         [ * ]       [ * ]     [ * ]

Medical Education                  [ * ]       [ * ]     [ * ]

Meetings:                          [ * ]       [ * ]     [ * ]
CVT    national,   regional    &
district;    product   Launches;
initial training.

Payroll Taxes                      [ * ]       [ * ]     [ * ]

Pharmacoeconomic  Analysis   and   [ * ]       [ * ]     [ * ]
Communication

Product Public Relations           [ * ]       [ * ]     [ * ]

Promotional Agency Fees            [ * ]       [ * ]     [ * ]

Promotional literature and sales   [ * ]       [ * ]     [ * ]
aids, including distribution

Recruiting  (database screening,   [ * ]       [ * ]     [ * ]
ad placement); re-recruiting

Salaries  and variable incentive   [ * ]       [ * ]     [ * ]
compensation (bonus)

Sales data                         [ * ]       [ * ]     [ * ]

Samples                            [ * ]       [ * ]     [ * ]

Sample Packaging                   [ * ]       [ * ]     [ * ]

Supplemental    Post    Approval   [ * ]       [ * ]     [ * ]
Marketing Activities

Territory alignment, mapping and   [ * ]       [ * ]     [ * ]
optimization

Trade    shows   and   organized   [ * ]       [ * ]     [ * ]
customer events

Training-production of  training   [ * ]       [ * ]     [ * ]
materials

Training-cost  of  delivery  and   [ * ]       [ * ]     [ * ]
facilities

Travel  Expenses (air,  hotel  &
meals) for Sales Force             [ * ]       [ * ]     [ * ]

*Interviewing                      [ * ]       [ * ]     [ * ]

*Training                          [ * ]       [ * ]     [ * ]

*Field Manager, National Sales     [ * ]       [ * ]     [ * ]
Manager, Representatives

<PAGE>

                            Exhibit D

                  Sales Levels For Section 14.4



Sales Year 2            [ * ]

Sales Year 3            [ * ]

Sales Year 4            [ * ]


<PAGE>

                            Exhibit E

                      Mutual Press Release

<PAGE>



                        PRESS RELEASE


FOR IMMEDIATE RELEASE


                                    Contact:  Dan Spiegelman
                                     Chief Financial Officer
                                                650/812-9509
                                                          or
                                            Christopher Chai
                              Director of Strategic Planning
                                      and Investor Relations
                                                650/812-9560

     CV THERAPEUTICS ANNOUNCES AGREEMENT WITH INNOVEX TO
                  COMMERCIALIZE RANOLAZINE

PALO ALTO, CA (May 11, 1999) - CV Therapeutics, Inc.
(Nasdaq: CVTX) today announced the signing of an innovative
commercialization agreement with Innovex, a leading
commercial solutions provider for the global pharmaceutical
industry, for the U.S. marketing and sales of CVT's
ranolazine.  Ranolazine is currently in Phase III clinical
trials for the potential treatment of chronic stable angina,
a disease that affects approximately 7 million people in the
United States.

The agreement calls for Innovex to conduct pre-launch
activities, hire and train a dedicated cardiology sales
force to launch and promote ranolazine, and provide post-
launch marketing and sales services.  Innovex has agreed to
provide services for at least three years after launch and
to provide services in years four and five after launch if
certain minimum sales levels are met.

In the first year after launch, Innovex will provide a sales
force and fund marketing activities and will be paid on a
standard fee-for-service basis.  Based on the minimum sales
force and marketing spend specified in the agreement, the
first year fee would be at least $19 million.  In year two,
the agreement specifies that Innovex will provide a sales
force of a certain minimum size.  Per the agreement, total
compensation for these first two years will not exceed, and
in most cases is expected to be roughly equal to, 33% of
total revenues during that period.

The size of the sales force and the marketing spend in year
three or any subsequent year will be tied to the performance
of the product.  Total compensation to Innovex for years
three through five will not exceed, and is expected to be
roughly equal to, 25% to 30% of total revenues during that
period, and deferred compensation in years six and seven
after launch will not exceed 7% and 4% respectively.

                           -more-

<PAGE>

The agreement also calls for Innovex's parent company,
Quintiles Transnational Corp. (Nasdaq: QTRN), to make a $5
million investment in common stock of CVT and, upon the
FDA's acceptance of the ranolazine New Drug Application
filed by CVT, make available up to a $10 million secured
credit facility to CVT for funding of pre-launch activities
to be performed by Innovex under a traditional fee-for-
service agreement, or in some limited cases to be performed
by vendors approved by Innovex.  This credit facility is
convertible into CVT stock at the election of Quintiles
under certain circumstances.  Quintiles will also make a
milestone payment of $10 million payable at product launch
which can be offset by the outstanding loan.

The agreement represents an innovative commercialization
model designed to maximize commercial successes of both
parties while preserving resources for discovery and
development efforts.  The agreement provides CVT access to
Innovex's high-quality, full-service marketing and sales
operation and strategic consulting services.  As such, this
agreement allows CVT to maintain its focus and dedicate
internal resources to the development of its product
portfolio.  The minimum amount of services Innovex is
expected to provide over the full five-year period after
launch, if ranolazine is approved and meets the minimum
sales levels specified in the agreement, would otherwise
cost CVT about $110 million under a traditional fee-for-
service basis.  CVT has final decision-making control on all
strategic issues regarding ranolazine throughout the term of
the agreement, and has the option after five years to
convert the Innovex sales force to a CVT sales force.

 "This agreement allows CVT to retain product control while
avoiding most of the significant burden of acquiring a
dedicated sales force," said Louis G. Lange, M.D., Ph.D.,
Chairman and Chief Executive Officer of CV Therapeutics.
"By paying for these services under a fee agreement based on
a percentage of revenues, CVT retains product control while
mitigating both the risks of acquiring a dedicated sales
force and of financing it.  And with access to the unique
market research derived for the non-patient-identified
pharmacy and medical transactions data of Quintiles' ENVOY
subsidiary, we believe Innovex is in a unique position to
market ranolazine effectively."

David Stack, President and General Manager of Innovex Inc.,
said: "We're extremely pleased about the opportunity to
launch ranolazine, potentially the first new class of anti-
anginals in over 20 years.  This innovative service
agreement is a response to our customers' current needs and
requests and demonstrates again Innovex's commitment to
providing overall commercialization solutions to the
pharmaceutical industry.  The fee structure gives us
potential for much greater return on our investment if sales
meet the minimum sales levels specified in the agreement.
We have the opportunity to exceed twice our normal margins.
The agreement also allows for Innovex to change the size of
the sales force if sales are lower or higher than the
minimum sales levels specified in the agreement."

As the leader in providing contract sales and marketing
solutions to the healthcare industry, Innovex has built over
30 sales teams ranging in size from five to 500.  With more
than 7,500 employees worldwide and sales forces in 19
countries, Innovex has worked with virtually all of the
major pharmaceutical companies in almost every

                           -more-

<PAGE>

therapeutic area.  Innovex, through Quintiles' propriety
QUINTERNETTM technology platform, also has developed one of
the first Web-based sales force automation systems offering
territory planning, alignment, sample accountability and
call reporting capabilities.

CV Therapeutics, Inc., headquartered in Palo Alto,
California, is a biopharmaceutical company focused on the
application of molecular cardiology to the discovery,
development and commercialization of novel, small molecule
drugs for the treatment of cardiovascular diseases.  CV
Therapeutics is a development stage company.  Ranolazine has
not been approved for marketing by the Food and Drug
Administration or other foreign agencies.  Ranolazine is
presently being investigated in Phase III clinical trials
subject to a United States IND and applicable foreign
authority submissions.  CV Therapeutics has not yet
submitted an NDA to the FDA or equivalent application to any
other foreign regulatory authorities for ranolazine and
ranolazine has not yet been determined to be safe or
effective in humans for its intended use.  In addition to
historical information, this press release contains forward-
looking statements that involve risks and uncertainties,
including, but not limited to, uncertainties related to CV
Therapeutics' early stage of development and clinical trials
and dependence on collaborative and licensing arrangements,
which may cause actual results to differ materially.  These
factors are more fully discussed in CV Therapeutics' Annual
Report on Form 10K for the year ended December 31, 1998.
For more information, please visit CV Therapeutics' web-site
at www.cvt.com.

Innovex, a service group of Quintiles Transnational Corp.,
is the worldwide leader in providing pharmaceutical and
biotechnology companies integrated solutions to enhance the
commercial success of their products.  Quintiles is the
market leader in providing a full range of integrated
product development and commercialization solutions to the
pharmaceutical, biotechnology and medical device industries.
Quintiles also is a leader in the electronic data
interchange and healthcare informatics industry and provides
healthcare policy consulting to governments and other
organizations worldwide.

Headquartered near Research Triangle Park, North Carolina,
Quintiles is a Fortune 1000 company and a member of the
Nasdaq-100 Index.  With more than 16,000 employees worldwide
and offices in 31 countries, Quintiles operates through
specialized work groups dedicated to meeting customers'
individual needs.  For more information, please visit the
Quintiles Transnational web site at www.quintiles.com.

Information in this press release contains "forward-looking
statements."  These statements involve risks and
uncertainties that could cause actual results to differ
materially, including without limitation, actual operating
performance, the ability to maintain large client contracts
or to enter into new contracts.  Additional factors that
could cause actual results to differ materially, including
the affect of recent acquisitions, are discussed in
Quintiles Transnational Corp.'s recent filings with the
Securities and Exchange Commission, including but not
limited to its S-3 and S-4 Registration Statements, its
Annual Report on Form 10-K, its Form 8-Ks, and its other
periodic reports, including Form 10-Qs.

                            -end-
<PAGE>

                           Schedule I

                    Innovex Responsibilities

1.    Innovex  will  provide the following Innovex  Personnel  to
comprise the Sales Force:

     (a)  Territory Representatives (as defined in Schedule III,
          Section 1);

     (b)  Field Managers (as defined in Schedule III, Section 2);

     (c)  National Sales Manager (as defined in Schedule III, Section
          3); and

     (d)  Project Administrator.

2.   Innovex   will  be  responsible  for  recruitment  and   re-
     recruitment of the Innovex Personnel, in accordance with the
     Innovex 10 step hiring process.  CVT will not be involved in the
     interviewing, selection or hiring of Innovex Personnel.

3.   Innovex will only hire qualified Innovex Personnel, defined
     as meeting a hiring profile to be established by the JCC.

4.   Innovex will manage all employer obligations in connection
     with the employment of Innovex Personnel, including, but not
     limited to, discipline and termination of employees.  Innovex
     shall provide administrative resources for Field Managers, and
     communication between Innovex and the Innovex Personnel.  CVT
     will not be involved in the management or supervision of Innovex
     Personnel.

5.   Training: Innovex shall be responsible for training the
     Sales Force regarding the Promotional Materials, disease and
     therapeutic areas, Product knowledge, Product marketing strategy
     and regional management in the Territory, Product recalls,
     reporting complaints and adverse events.  The training will be
     conducted in a manner so as to meet or exceed the minimum
     training standards agreed to by the Parties and in accordance
     with all laws, rules, regulations and policies, including but not
     limited to the AMA Guidelines on Gifts to Physicians.

6.   Innovex shall be responsible for equipping the Sales Force
     with computer hardware and software needed to carry out the
     promotion of the Product.  All Innovex Personnel assigned to the
     Sales Force will receive a laptop computer and printer with
     interface cable.  Innovex shall bear the cost of the hardware and
     software, including appropriate licenses and training,
     configuration, and replication/data line access.  Innovex shall
     bear the costs of upgrades to hardware or software as it deems
     necessary for successful promotion of the Product.  In addition,
     Innovex shall establish and bear the costs of help desk support
     for the hardware and software it provides.

7.   Innovex will provide the Sales Force the Innovex Territory
     Management System ("ITMS") or other comparable sales force
     automation system and email/voice mail systems which will include
     components for call reporting, expense reporting, physician
     prescribing, Sample tracking, call history, sales and market-
     share reporting, customized

<PAGE>

     reports and communications.  These
     systems shall be of similar quality and effectiveness to that
     which Innovex provides to its other clients.  Innovex will make
     reasonable efforts to enable a reasonable number of CVT personnel
     to have access to and be able to link into the ITMS and
     email/voicemail systems used by the Sales Force.

8.   Innovex shall be responsible for equipping the Field
     Managers with facsimile machines as needed to carry out the
     promotion of the Product.

9.   All promotional and detailing activities and obligations
     undertaken by Innovex Personnel and the Sales Force hereunder
     shall be performed in accordance with the Marketing Plan. No
     Innovex Personnel shall create Promotional Materials or other
     written materials relating to the Product without first
     submitting those materials to CVT for and obtaining CVT's written
     approval prior to use.  Innovex Personnel and the Sales Force
     shall make no statements, claims or undertakings to any person
     with whom they discuss or promote the Product that are
     inconsistent with the Promotional Materials.  Promotional
     activities shall be in compliance with all applicable laws,
     rules, and regulations and policies.  The Innovex Personnel and
     the Sales Force shall not offer, pay, solicit or receive any
     remuneration to or from physicians or prescribers or health
     facilities, in order to induce referrals of or purchase of the
     Product.  The Innovex Personnel and the Sales Force shall have no
     direct contact with, nor shall the Innovex Personnel and the
     Sales Force be involved with the delivery of the Product to
     patients of physicians, other than delivery of Samples directly
     to physicians or practitioners authorized to prescribe the
     Product in the Territory.  Innovex shall permit CVT to accompany
     Territory Representatives on sales calls from time to time with
     reasonable advance notice.

10.  Innovex shall provide monthly project management reports to
     CVT in Innovex's standard form within fifteen (15) business days
     after the end of each month.

11.  Innovex shall be responsible for the Product Launch meeting,
     POA meetings and national, regional or district meetings.

12.  Innovex shall distribute the Samples provided by CVT through
     a combination of the Sales Force and by mail, as directed in the
     Marketing Plan and in accordance with recordkeeping and other
     requirements of the PDMA.

13.  Innovex shall be responsible for establishment of Sales
     Force targets and level of activity against these targets.
     Targeting should take into account the Minimum Sales Force
     Commitment and the Marketing Plan.

14.  Innovex shall have developed for it, in accordance with the
     Minimum Sales Force Commitment and the Marketing Plan and provide
     to the Sales Force, customer listings and territory mapping,
     alignment and optimization.

15.  Innovex shall provide the Sales Force with CVT business
     cards.

<PAGE>

                           Schedule II
               CVT Responsibilities & Obligations
                        CVT Sales Project

1.   CVT  shall ensure that the CVT sales, marketing and  medical
     personnel are fully briefed as to the complementary role of the
     Innovex  Personnel and ensure cooperation with  the  Innovex
     Personnel.

2.   CVT shall be responsible for:

          "    Communications within CVT and from CVT to Innovex.
          "    Handling all aspects of order processing and fulfillment,
               invoicing and collection, Product supply, inventory and
               receivables.


<PAGE>


                          Schedule III

                        Role Definitions

1.   Territory Representative

     RESPONSIBILITIES AND DUTIES:

     "    Generates sales within an assigned territorial boundaries.
     "    Maintains current and prospective customer profiles and
          information.
     "    Keeps current with Product, competitor products, and market
          knowledge.
     "    Maintains a professional image for CVT and the Product at
          all times.
     "    Organizes territory-planning to meet sales and call goals.
     "    Provides sales presentations: individual one-on-one, groups,
          in-services.
     "    Maintains Sample inventories, distributes Samples, complies
          with Sample accountability procedures and policies.
     "    Participates in all training programs.
     "    Completes and submits in a timely manner all accountability
          and expense reports.  Monitors that Product is appropriately
          stocked by local distribution centers, hospitals and pharmacies.
     "    Monitors that Product is on hospital formularies.
     "    Attends trade shows as directed by National Sales Manager.

     SKILLS:

     "    Initiative
     "    Persuasiveness/Sales ability
     "    Planning and Organizing
     "    Individual Leadership/Influencing
     "    Teamwork/Collaboration
     "    Motivational Fit

2.   Field Manager

     "    Attains sales objectives within assigned districts.
     "    Deploys resources to maximize district sales potential.
     "    Implements CVT Product strategies within district.
     "    Maintains District budgets and accurate records on all sales
          activities.
     "    Makes regular field visits to develop, train, supervise,
          motivate and monitor Territory Representative performance;
          completes field contact reports.
     "    Makes final hiring decision; training and evaluation of
          Territory Representatives.
     "    Documents and recommends all disciplinary actions to include
          warnings, suspensions, probation, terminations.
     "    Communicates with CVT management on a regular basis.
     "    Submits a formal monthly report to Innovex National Sales
          Manager.
     "    Assists in the planning and delivery of initial training
          course.
     "    Assists in the planning and delivery of POA or trimester
          meetings.

<PAGE>

     "    Monitors that Product is on managed care formularies that
          are within the Field Manager's district.

3.   National Sales Manager

     "    Hires, trains develops and evaluates Field Managers.
     "    Develops, supervises, motivates and monitors performance of
          Field Managers.
     "    Maintains project budgets.
     "    Monitors days worked and directs Field Managers accordingly.
     "    Prepares and submits monthly summary report to Innovex and
          CVT management Serves as key point of contact for CVT.
     "    Approves all Sales Force disciplinary actions.
     "    Develops   initial  training  program  for  Territory
          Representatives and Field Managers.
     "    Coordinates POA or trimester meetings; plans and conducts
          meetings with CVT and its region management.
     "    Coordinates  submissions  for  national  managed  care
          formularies.
     "    Directs  coordination of Field Manager  and  Territory
          Representatives to attend trade shows as appropriate.


<PAGE>











                  SALES AND MARKETING AGREEMENT


                              among

                     CV THERAPEUTICS, INC.,

                          INNOVEX INC.,

                               and

                  QUINTILES TRANSNATIONAL CORP.




<PAGE>

                     Table Of Contents
                                                               Page

ARTICLE 1   SERVICES OVERVIEW; INNOVEX EXCLUSIVITY              1
     1.1  Definitions                                           1
     1.2  Overview; CVT Engagement of Innovex                   1
     1.3  Innovex Exclusive Rights                              1
     1.4  Retained Rights by CVT                                2
     1.5  Additional Indications                                2
ARTICLE 2   COMMITTEES                                          2
     2.1  Joint Steering Committee ("JSC")                      2
     2.2  Joint Commercialization Committee ("JCC")             3
     2.3  Agendas and Minutes for the JSC and JCC               4
     2.4  Innovex Attendance at JCC as a Billable Expense       4
     2.5  No Authority to Modify Agreement                      4
ARTICLE 3   MARKETING PLAN; DETERMINATION OF FULLY BURDENED
            COST                                                5
     3.1  Marketing Plan                                        5
     3.2  Plan Contents                                         5
     3.3  Determination of Fully Burdened Cost                  5
ARTICLE 4   INNOVEX RESPONSIBILITIES                            6
     4.1  Covenant to Operate under the Agreement; General
          Diligence Requirement                                 6
     4.2  Pre-Approval Responsibilities                         6
     4.3  Post-Approval Responsibilities                        7
     4.4  Fully Dedicated Sales Force                           7
     4.5  Minimum Requirements                                  7
     4.6  Training Requirements                                 8
     4.7  Innovex Responsibilities                              8
     4.8  Records and Reports Regarding Promotional
          Activities                                            8
     4.9  Performance Audits                                    8
     4.10 Other Responsibilities                                8
ARTICLE 5   CVT'S RESPONSIBILITIES AND OBLIGATIONS              8
     5.1  Regulatory Affairs                                    8

<PAGE>

     5.2  Pre-Approval Marketing Activities                     9
     5.3  Obligation to Provide Samples                         9
     5.4  Sales and Distribution                               10
     5.5  CVT Responsibilities                                 10
ARTICLE 6   TRAINING; ADVERTISING AND PROMOTIONAL MATERIALS    10
     6.1  Training Programs                                    10
     6.2  Advertising and Promotional Materials                10
ARTICLE 7   REGULATORY ISSUES AND COMPLAINTS                   11
     7.1  Ownership of Regulatory Filings and Compliance       11
     7.2  Communication with the FDA and Other Regulatory
          Agencies                                             11
     7.3  New Developments Relating to the Product             12
     7.4  Product Recalls                                      12
     7.5  Adverse Event Reporting Procedures                   12
     7.6  Product Inquiries; Complaints                        12
     7.7  Database of Clinical Trial Data                      12
ARTICLE 8   EQUITY & LOAN ARRANGEMENTS; MILESTONE PAYMENT      12
     8.1  Equity Stake                                         13
     8.2  Pre-Approval Line of Credit                          13
     8.3  First Year Sales Loan                                13
     8.4  Milestone Payment                                    13
ARTICLE 9   COMPENSATION                                       13
     9.1  Sales and Marketing Fee                              13
     9.2  Penalty for Shortfall of Innovex Effort              14
     9.3  Start-Up Sales Force Costs                           15
     9.4  Reports of Sales, Fully Burdened Cost, Sales and
          Marketing Fee                                        15
     9.5  Post-Term Royalty                                    16
     9.6  Payments                                             16
     9.7  Non-Monetary Consideration                           17
ARTICLE 10  ACCOUNTING; INVOICING AND PAYMENT                  17
     10.1 Accounting                                           17

<PAGE>

     10.2 Invoicing Procedure; Additional Services; Standard
          Terms Not Part of this Agreement                     17
     10.3 Obligation to Pay for Innovex Pre-Approval
          Marketing Activities                                 17
     10.4 Payment of Invoices                                  17
     10.5 Penalty for Late Payment                             18
     10.6 Record-Keeping and Financial Audits                  18
ARTICLE 11  REPRESENTATIONS AND COVENANTS                      19
     11.1 Mutual Authority                                     19
     11.2 Conformance with Laws                                19
     11.3 Rights in Product                                    20
     11.4 Record Maintenance                                   20
     11.5 Firewall                                             20
     11.6 No Use of Names or Trademarks                        20
     11.7 Year 2000 Compliance                                 20
     11.8 NDA Filing                                           21
ARTICLE 12  CONFIDENTIALITY                                    21
     12.1 Confidential Information                             21
     12.2 Ownership of Data; No License                        22
     12.3 Survival                                             22
ARTICLE 13  INDEMNIFICATION                                    22
     13.1 Indemnification by CVT                               22
     13.2 Indemnification by Innovex                           22
     13.3 Procedure                                            23
     13.4 No Consequential Damages                             23
     13.5 CVT Responsibility for Product Description           23
     13.6 Insurance                                            23
ARTICLE 14  TERM AND TERMINATION                               24
     14.1 Term                                                 24
     14.2 Material Breach                                      24
     14.3 NDA Filing; No Product Approval                      24

<PAGE>

     14.4 Failure to Achieve Certain Net Sales                 24
     14.5 Permitted CVT Co-Promotion Agreement                 25
     14.6 Loss of Product Rights by CVT                        25
     14.7 Bankruptcy                                           25
     14.8 Accrued Rights                                       25
     14.9 Right to Receive Data                                26
     14.10Survival                                             26
ARTICLE 15  SALES FORCE CONVERSION                             26
     15.1 Right to Convert Sales Force                         26
     15.2 Transition Plan                                      26
     15.3 CVT Determination                                    26
     15.4 Compensation                                         26
     15.5 Proprietary Information                              27
ARTICLE 16  DISPUTE RESOLUTION                                 27
     16.1 Disputes                                             27
     16.2 Governing Law                                        27
ARTICLE 17  MISCELLANEOUS                                      27
     17.1 Condition Subsequent                                 27
     17.2 Return of Materials                                  28
     17.3 Nonsolicitation of Employees                         28
     17.4 Publicity                                            28
     17.5 Business Days                                        28
     17.6 Entire Agreement; Amendment                          28
     17.7 Force Majeure                                        28
     17.8 Notices                                              29
     17.9 Consents Not Unreasonably Withheld or Delayed        29
     17.10Maintenance of Records                               30
     17.11United States Dollars                                30
     17.12No Strict Construction                               30
     17.13Assignment                                           30

<PAGE>

     17.14Performance by Affiliates                            30
     17.15Counterparts                                         30
     17.16Further Actions                                      30
     17.17Severability                                         30
     17.18Ambiguities                                          31
     17.19Headings                                             31
     17.20No Waiver                                            31

EXHIBIT A
     DEFINITIONS                                              A-1

EXHIBIT B
     MARKETING PLAN OUTLINE                                   B-1

EXHIBIT C
     COST ALLOCATION FOR POST-APPROVAL MARKETING ACTIVITIES   C-1

EXHIBIT D
     SALES LEVELS FOR SECTION 14.4                            D-1

EXHIBIT E
     MUTUAL PRESS RELEASE                                     E-1

SCHEDULE I
     INNOVEX RESPONSIBILITIES                                SI-1

SCHEDULE H
     CVT RESPONSIBILITIES & OBLIGATIONS, CVT SALES PROJECT  SII-1

SCHEDULE III
     ROLE DEFINITIONS                                      SIII-1

<PAGE>

An extra section break has been inserted above this paragraph. Do
not  delete this section break if you plan to add text after  the
Table  of  Contents/Authorities.  Deleting this break will  cause
Table  of  Contents/Authorities headers and footers to appear  on
any pages following the Table of Contents/Authorities.



[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed
separately  with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.