<PAGE>



                                                    Exhibit 10.65

                    STOCK PURCHASE AGREEMENT

     This  Stock Purchase Agreement (this "Agreement')  is  dated
and  entered into as of May 5,1999 (the "Effective Date"), by and
between   CV   Therapeutics,   Inc.,   a   Delaware   corporation
("Company"), and Quintiles Transnational Corp., a North  Carolina
corporation ("Purchaser").

     Whereas, Company and Innovex Inc., a wholly-owned subsidiary
of  Purchaser  ("Innovex"), are parties to a Sales and  Marketing
Services  Agreement  (as amended, modified or  supplemented  from
time to time, the "Services Agreement") dated as of the same date
hereof; and

     Whereas,   in   connection  with  the  Services   Agreement,
Purchaser desires to acquire and Company is willing to issue  and
sell  to  Purchaser shares of common stock, $.001 par  value,  of
Company (the "Common Stock"), subject to the terms and conditions
specified herein;

     Now,  Therefore,  for good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged  by  the
parties, the parties agree as follows:

                            ARTICLE I

                           Definitions

     1.01 Definitions.  For purposes of this Agreement, in addition to
the  terms  defined elsewhere herein, the following  terms  shall
have the meanings set forth below:

     "Affiliate" shall have the meaning given such term  in  Rule
12b-2 of the Exchange Act.

     "Business  Day"  shall mean any day other than  a  Saturday,
Sunday or legal holiday on which banks in New York, New York  are
open for the conduct of their banking business.

     "Closing"  shall have the meaning specified in Section  2.02
herein.

     "Exchange  Act"  shall mean the Securities Exchange  Act  of
1934, as amended.

     "IPO   Documents"  shall  mean  Company's  (a)  Registration
Statement  No.  333-12675  declared  effective  by  the  SEC   on
November 19, 1996, and (b) Prospectus dated November 19, 1996.

     "knowledge" of Company shall mean the knowledge  of  one  or
more of the executive officers of Company.

<PAGE>

     "Loan  Agreement" shall mean the Loan Agreement dated as  of
the  date  hereof  between  Company and  Purchaser,  as  amended,
modified or supplemented from time to time.

     "Loan  Documents" shall have the meaning given such term  in
the Loan Agreement.

     "Per  Share  Fair Market Price" of the Common Stock  on  any
date  shall  mean  (a) if the Common Stock is then  traded  on  a
securities exchange or the Nasdaq National Market, the average of
the closing prices of the Common Stock on such exchange or market
over  the ten (10) Trading Days ending on such date; (b)  if  the
Common  Stock  is  then  regularly traded  over-the-counter,  the
average of the sale prices or secondarily the closing bid of  the
Common Stock over the ten (10) Trading Days ending on such  date;
or  (c) if there is no active public market for the Common Stock,
the fair market value thereof shall be determined as of such date
by a nationally recognized investment banking firm chosen in good
faith by Company's board of directors.

     "Qualified  Transferee" shall have the meaning specified  in
Section 7.03(b) herein.

     "Registrable  Securities" shall mean (i)  the  Shares,  (ii)
shares of Common Stock held by Purchaser and acquired pursuant to
the  Loan  Agreement,  and (iii) any Common  Stock  issued  as  a
dividend  or  other distribution with respect to, or in  exchange
for  or  in  replacement  of,  such  above-described  securities;
provided however, that "Registrable Securities" shall not include
(a)  any  securities  sold  by  a person  either  pursuant  to  a
registration statement or Rule 144 or (b) any securities referred
to in the preceding clauses (i), (ii) and (iii) which may be sold
under Rule 144 during any ninety (90) day period.

     "Registration Expenses" shall mean all expenses incurred  in
effecting any registration pursuant to this Agreement, including,
without  limitation, all registration, qualification, and  filing
fees, printing expenses, escrow fees, fees and disbursements  for
counsel for the Company, blue sky fees and expenses, and expenses
of  any regular or special audits incident to or required by  any
such registration, but shall not include Selling Expenses.

     "Rule  144"  shall mean Rule 144 as promulgated by  the  SEC
under  the Securities Act, as such Rule may be amended from  time
to time, or any similar successor rule that may be promulgated by
the SEC.

     "Securities Act" shall mean the Securities Act of  1933,  as
amended.

     "SEC" shall mean the Securities and Exchange Commission.

     "Selling  Expenses"  shall mean all underwriting  discounts,
selling  commissions and stock transfer taxes applicable  to  the
sale  of  Registrable  Securities and fees and  disbursements  of
counsel except as otherwise agreed by the parties.

     "Shares"  shall have the meaning specified in  Section  2.01
herein.

     "Trading  Day"  shall  mean a day  on  which  the  principal
national securities exchange on which the Common Stock is  listed
or  admitted  to trading is open for the transaction of  business

<PAGE>

or,  if the Common Stock is not listed or admitted to trading  on
any national securities exchange, a Business Day.

                           ARTICLE II

                 Purchase and Sale of the Shares

     2.01 Issuance of the Shares.  Subject to the terms and conditions
of  this  Agreement,  at the Closing (as defined  below)  Company
agrees  to  issue and sell to Purchaser, and Purchaser agrees  to
purchase  from  Company, at an aggregate purchase price  of  Five
Million  Dollars ($5,000,000), such number of shares (rounded  to
the nearest whole share) of Common Stock (the "Shares") equal  to
5,000,000  divided by the Per Share Fair Market Price as  of  the
date which is one Business Day prior to the Effective Date.

     2.02 Closing: Delivery of the Shares.

          (a)  The purchase and sale of the Shares shall take place at a
closing  (the  "Closing") to be held at  the  offices  of  Smith,
Anderson,  Blount,  Dorsett, Mitchell &  Jernigan,  L.L.P.,  2500
First  Union  Capitol  Center, Raleigh, NC 27601  at  10:00  A.M.
(Eastern  Time) on the Effective Date, or at such other location,
time and date as may be mutually agreed upon by the parties.  The
Closing shall take place contemporaneously with the execution and
delivery of this Agreement by Company and Purchaser.

          (b)  At the Closing, subject to the terms and conditions
contained in this Agreement, Purchaser shall provide a wire
transfer of immediately available funds to an account of Company
specified to Purchaser, in an amount equal to Five Million
Dollars ($5,000,000), in payment of the full purchase price for
the Shares.

          (c)  Within five (5) business days after Closing, Company shall
deliver one or more stock certificates evidencing the Shares,
registered in the name of Purchaser and dated as of the date of
the Closing.
                           ARTICLE III

                      Conditions to Closing

     3.01 Conditions to Purchaser's Obligations.  The obligation of
Purchaser  to purchase and pay for the Shares at the  Closing  is
subject to each of the following additional conditions precedent:

          (a)  Opinion of Counsel.  Purchaser shall have received at the
Closing  an opinion from Cooley Godward LLP, counsel to  Company,
regarding   this  Agreement  and  the  transactions  contemplated
hereby;

<PAGE>

          (b)  Board Resolutions.  Purchaser shall have received at the
Closing copies of the resolutions of the Board of Directors of
Company authorizing the execution and delivery of this Agreement
and the performance by Company of all transactions contemplated
hereby, certified by an appropriate officer of Company;

          (c)  Officer's Certificate.  Purchaser shall have received at the
Closing, a certificate, executed by the appropriate officer of
Company and dated as of the date of the Closing, together with
and certifying (A) the names of the officers of Company
authorized to sign this Agreement together with the true
signatures of such officers; (B) a copy of the certificate of
incorporation of Company, as amended and in effect as of the date
of the Closing; (C) a copy of the bylaws of Company, as amended
and in effect as of the date of the Closing; and (D) that the
representations and warranties contained in Article IV hereof are
true and correct as of the date of the Closing; and

          (d)  Services Agreement.  Purchaser shall have received at the
Closing the Services Agreement, duly executed by an authorized
officer of Company and dated as of the date of the Closing.

     3.02 Conditions to Company's Obligations.  The obligation of
Company to issue and sell the Shares at the Closing is subject to
the following additional conditions precedent:

          (a)  Board Resolutions.  Company shall have received at the
Closing  copies of the resolutions of the Board of  Directors  of
Purchaser  authorizing  the  execution  and  delivery   of   this
Agreement  and  the performance by Purchaser of all  transactions
contemplated  hereby,  certified by  an  appropriate  officer  of
Purchaser;

          (b)  Services Agreement.  Company shall have received at the
Closing the Services Agreement, duly executed by an authorized
officer of Purchaser and dated as of the date of the Closing; and

          (c)  Purchase Price.  Purchaser shall have delivered Five Million
Dollars ($5,000,000) in immediately available funds to Company's
specified account in accordance with Section 2.02(b) herein.

                           ARTICLE IV

            Representations and Warranties of Company

Company represents and warrants to Purchaser as follows:

     4.01  Corporate  Status.   Company  is  a  corporation  duly
incorporated,  validly existing and in good  standing  under  the
laws  of  the State of Delaware, and has all requisite  corporate
power and authority to own and use its properties and assets  and
to transact the business in which it is currently engaged.

<PAGE>

     4.02 Corporate Power and Authority.  The execution and delivery
by Company of this Agreement, the performance of the terms and
obligations herein, and the issuance, sale and delivery of the
Shares are each within Company's corporate powers, and each has
been duly authorized by all necessary corporate action on the
part of Company.  This Agreement, when executed and delivered
hereunder, will constitute the valid and legally binding
obligation of Company enforceable against Company in accordance
with its terms, subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally, and (ii) the effect of general principles of
equity, regardless of whether considered in a proceeding in
equity or at law.

     4.03 Government Approvals.  No authorization, consent, approval
or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due
execution, delivery and performance by Company of this Agreement
or the issuance and sale of the Shares to Purchaser except for:
the filing by Company with the SEC or any state securities
authorities of any notices or filings required in connection with
the exemptions from the registration or qualification
requirements of the Securities Act and/or applicable state
securities law.

     4.04 Capitalization.  As of March 31, 1999, the authorized
capital stock of Company consists of:  (i) 30,000,000 shares of
Common Stock, $.001 par value, of which 11,246,047 shares are
issued and outstanding and of which 59,479 shares are treasury
shares, and (ii) 5,000,000 shares of Preferred Stock, $.001 par
value, of which 300,000 are designated Series A Junior
Participating Preferred, none of which are issued and
outstanding.  As of March 31, 1999, an aggregate of 1,721,936
shares of Company's Common Stock were reserved for future
issuance pursuant to stock options granted by Company and
outstanding on March 31, 1999 and an additional 333,139 shares of
Company's Common Stock were reserved and available for the grant
of future stock options under all of Company's stock option or
equity incentive plans.  As of the day prior to Closing, the
Shares represent 8.49% of the outstanding Common Stock of the
Company.  The Shares, when issued against payment of the
aggregate purchase price set forth in Section 2.01, will be duly
authorized, validly issued, fully paid, non-assessable and free
and clear of all liens and encumbrances.  As of the date hereof,
except for the options described in the preceding sentence or
except as described on the Schedule of Exceptions attached
hereto, there are no options, warrants, convertible securities or
other rights to purchase shares of capital stock or other
securities of Company which are authorized, issued or
outstanding, nor is Company obligated in any other manner to
issue shares of its capital stock or other securities, and
Company has no obligation to purchase, redeem or otherwise
acquire any shares of its capital stock or any interest therein
or to pay any dividend or make any other distribution in respect
thereof, except as contemplated by this Agreement, the Services
Agreement, Loan Agreement or Loan Documents.  Except as described
in the IPO Documents, the SEC Documents or the Schedule of
Exceptions, and except as otherwise contemplated by this
Agreement the Services Agreement, Loan Agreement or Loan
Documents, (i) no person is entitled to any preemptive right,
catch-up right, right of first refusal or similar right with
respect to the issuance of any capital stock of Company, (ii)
there are no restrictions on the transfer of shares of capital
stock of Company other than those imposed by relevant federal and
state securities laws and (iii) there exists no agreement between
Company's stockholders and to which Company is a party with

<PAGE>

respect to the voting or transfer of Company's capital stock or
with respect to any other aspect of Company's affairs.

     4.05 Registration Rights.  As of the Closing, no person has
demand or other rights to cause Company to file any registration
statement under the Securities Act relating to any securities of
Company or any right to participate in any such registration
statement, except as set forth on the Schedule of Exceptions
attached hereto.

     4.06 No Violation.  Neither the execution or delivery by Company
of this Agreement, nor the performance of the terms and
obligations herein, will (i) violate Company's charter or bylaws,
(ii) constitute a breach or default under any agreement or
instrument to which Company is a party or by which Company is
bound, which breach or default would have a material adverse
effect on Company, its assets or properties, or (iii) violate any
applicable law, rule or regulation, which violation would have a
material adverse effect on Company, or (iv) violate any order,
writ, injunction, decree or judgment of any court or governmental
authority applicable to or binding upon Company, which violation
would have a material adverse effect on Company.

     4.07 Financial Statements: Budget and Projections.

          (a)  All financial statements contained in the SEC Documents (as
defined in Section 4.09) filed by Company with the SEC, have been
prepared   in  accordance  with  generally,  accepted  accounting
principles  ("GAAP") consistently applied throughout the  periods
indicated except as may be expressly stated in the notes  thereto
and,  as to the unaudited financial statements, subject to normal
recurring  year-end audit adjustments and the  absence  of  notes
thereto.   Each  balance  sheet  fairly  presents  the  financial
condition of Company and its subsidiaries as at the date of  such
balance sheet, and each statement of operations, of stockholders'
equity  and  of  cash  flows,  fairly  presents  the  results  of
operations,  the  stockholders' equity  and  the  cash  flows  of
Company and its subsidiaries for the periods then ended,  all  in
accordance with GAAP.

          (b)  Since the date of Company's most recent filing of financial
statements with the SEC, there has been no material adverse
change in the business, property, assets, operations or financial
condition of Company and its subsidiaries.

          (c)  Company has furnished Purchaser with a summary of Company's
financial budget and financial projections for its fiscal year ending
December 31, 1999.  Such financial budget and financial projections, taken as
a whole, are reasonable.

     4.08 Litigation.  There is no pending, or to Company's knowledge
overtly  threatened,  action, suit, proceeding,  arbitration,  or
investigation    before    any   court,   governmental    agency,
instrumentality or arbitrator, which, if determined adversely  to
Company,  could  reasonably be expected to  materially  adversely
affect  the  business, property, assets, operations or  financial
condition  of Company and its subsidiaries or which  purports  to
affect   the  legality,  validity  or  enforceability   of   this
Agreement.

<PAGE>

     4.09 SEC Filings.  Company has filed with the SEC on a timely
basis, or received a valid extension of such time of filing, all
forms, reports and documents required to be filed by it under the
Exchange Act since November 19, 1996 (such documents collectively
referred to as the "SEC Documents").  As of their respective
dates, the SEC Documents complied in all material respects with
the requirements of the Securities Act and the Exchange Act and
the rules and regulations of the SEC promulgated thereunder, and
none of the SEC Documents, when filed, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading.

     4.10 Compliance with Statutes, etc.  Each of Company and its
subsidiaries  is in compliance with all applicable  laws,  rules,
regulations  and  orders  of,  and  all  applicable  restrictions
imposed by, all governmental bodies, in respect of the conduct of
its business and the ownership of its property except, where such
failure  to  be  in compliance would not have a material  adverse
effect on Company.

     4.11   Securities  Laws.   Assuming  the  accuracy  of   the
representations and warranties of Purchaser contained in  Article
V  hereof,  the  issuance  of  the  Shares  is  exempt  from  the
provisions   of  the  Securities  Act.   All  notices,   filings,
registrations, or qualifications under state securities or "blue-
sky"  laws which are required in connection with the offer, issue
and  delivery of the Shares pursuant to this Agreement,  if  any,
have been or will be completed by Company on a timely basis.

     4.12 Tax Returns and Payments.  Each of Company and its
subsidiaries has filed all federal, state, local, foreign and
other tax returns required to be filed by it and has paid all
taxes and other assessments which have become due pursuant to
such tax returns and all other taxes and assessments which have
become due, except for those contested in good faith and for
which adequate reserves have been established.  Each of Company
and its subsidiaries has made adequate provisions on its books of
account for all taxes, assessments and governmental charges with
respect to its business, properties and operations for all prior
fiscal years and for the current fiscal year to the date hereof.
No governmental authority has asserted a lien or other claim
against Company or any of its subsidiaries with respect to unpaid
taxes which has not been discharged or resolved, which would have
a material adverse effect on Company.

     4.13 Insurance.  Company and each of its subsidiaries maintains
insurance on all of its properties with financially sound and
reputable insurance companies against such risks and in such
amounts as are customarily maintained by companies of comparable
size engaged in a similar business.

     4.14 No Infringement.  To its knowledge, Company owns or
possesses rights to use all patents, patent applications,
trademarks, service marks, trade names, copyrights, trade
secrets, licenses and rights with respect to the foregoing which
are required to conduct its business without any known
infringement of the rights of others.  No event has occurred
which, to the knowledge of Company, permits, or after notice or
lapse of time or both would permit, the revocation or termination
of any such rights, and, to the knowledge of Company, neither

<PAGE>

Company nor any of its subsidiaries is liable to any person or
entity for infringement under applicable law with respect to such
rights.  As of the Effective Date, Company is not pursuing any
action against any third party for the infringement of Company's
patents, patent applications, trademarks, service marks, trade
names, copyrights, trade secrets, or licenses relating to its
business.
                            ARTICLE V

           Representations and Warranties of Purchaser

Purchaser represents and warrants to Company as follows:

     5.01  Corporate  Status.  Purchaser is  a  corporation  duly
incorporated,  validly existing and in good  standing  under  the
laws  of  the  State  of North Carolina, and  has  all  requisite
corporate  power and authority to own and use its properties  and
assets  and  to  transact the business in which it  is  currently
engaged.

     5.02 Corporate Power and Authorization.  The execution and
delivery by Purchaser of this Agreement, the performance of the
terms and obligations therein, and the purchase of the Shares are
each within Purchaser's corporate powers, and each has been duly
authorized by all necessary corporate action on the part of
Purchaser.  This Agreement, when executed and delivered
hereunder, will constitute valid and legally binding obligations
of Purchaser enforceable against Purchaser in accordance with
their terms, subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally, and (ii) the effect of general principles of
equity, regardless of whether considered in a proceeding in
equity or at law.

     5.03 Investment.  Purchaser is acquiring the Shares for
Purchaser's own account, not as a nominee or agent for
investment, and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the
meaning of the Securities Act.

     5.04 Shares Not Registered.  Purchaser understands that the
Shares are not registered under the Securities Act on the ground
that the sale provided for in this Agreement and the issuance of
Shares hereunder is exempt from registration under the Securities
Act pursuant to Section 4(2) thereof, and that Company's reliance
on such exemption is predicated on Purchaser's representations
set forth herein.

     5.05 Accredited Investor.  Purchaser represents that it is an
"accredited investor" within the meaning of Rule 501 of
Regulation D adopted pursuant to the Securities Act.

     5.06 Restricted Shares.  Purchaser understands that the Shares
may not be sold, transferred, or otherwise disposed of without
registration under the Securities Act or an exemption therefrom,
and that in the absence of an effective registration statement
covering the Shares or an available exemption from registration
under the Securities Act, the Shares must be

<PAGE>

held indefinitely. Purchaser is aware that the Shares may not be sold
pursuant to Rule 144 promulgated under the Securities Act unless all of
the conditions of that Rule are met.

     5.07 Legend.  To the extent applicable, each certificate or other
document evidencing the Shares, whether upon initial issuance or
transfer thereof, shall be endorsed with the legends
substantially in the form set forth below:

     "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
     UNDER  THE SECURITIES ACT OF 1933, AS AMENDED, AND  MAY
     NOT  BE  SOLD,  TRANSFERRED, PLEDGED,  OR  HYPOTHECATED
     UNLESS  AND UNTIL REGISTERED UNDER SUCH ACT, OR  UNLESS
     COMPANY  HAS  RECEIVED AN OPINION OF COUNSEL  OR  OTHER
     EVIDENCE, SATISFACTORY TO COMPANY AND ITS COUNSEL, THAT
     SUCH REGISTRATION IS NOT REQUIRED."

     "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
     TO  CERTAIN  RESTRICTIONS ON TRANSFER SET FORTH  IN  AN
     AGREEMENT  BETWEEN  THE COMPANY AND THE  HOLDER  HEREOF
     DATED _______________, 1999, A COPY OF WHICH IS ON FILE
     AT  THE  COMPANY'S PRINCIPAL OFFICES AND  IS  AVAILABLE
     UPON REQUEST."

     5.08 Investment Information.

          (a)  Purchaser has been furnished with all the information
necessary to make an informed investment decision.  Purchaser has
been  given  access to such information relating  to  Company  as
Purchaser has requested.

          (b)  By reason of Purchaser's business or financial experience,
Purchaser has the capacity to make the decision referred to in
subsection (a) above.
                           ARTICLE VI

                      Covenants of Company

     6.01 Rule 144 Reporting.  With a view to making available the
benefits  of  certain rules and regulations of the SEC  that  may
permit the sale of the Shares to the public without registration,
Company agrees to use its best efforts to:

          (a)  make and keep public information regarding Company available
(as  those terms are understood and defined in Rule 144 under the
Securities Act) at all times;

          (b)  file with the SEC in a timely manner all reports and other
documents required of Company under the Securities Act and the
Exchange Act at any time; and

<PAGE>

          (c)  so long as Purchaser owns any Shares or securities
convertible into, exchangeable for or exercisable for Common
Stock, furnish to Purchaser forthwith upon written request as to
Company's compliance with the reporting requirements of Rule 144
and of the Securities Act and the Exchange Act, a copy of the
most recent annual or quarterly report of Company.

                           ARTICLE VII

                     Covenants of Purchaser

     7.01 Restriction on Short Sales.  Until the first anniversary of
the   expiration  or  termination  of  the  Services   Agreement,
Purchaser  shall not engage, and shall ensure that  none  of  its
Affiliates engage, (a) in any Short Sales (as defined in Rule 3b-
3  of  the  Exchange  Act) of Common Stock  or  (b)  any  hedging
transaction  in  which  the other party to  such  transaction  is
reasonably likely to engage in a Short Sale as a direct result of
such transaction.

     7.02 Restrictions on Purchase of Common Stock.  Until the first
anniversary of the expiration or termination of the Services
Agreement, Purchaser shall not purchase, and shall ensure that
none of its Affiliates purchases, any Common Stock other than the
purchase or acquisition of Shares contemplated by this Agreement
or the Loan Agreement.

     7.03 Restriction on Sales of Shares.  (a)    Until the third
anniversary of the Closing, during any period of ninety (90)
consecutive days, Purchaser shall not sell in excess of 300,000
Shares in the aggregate (as adjusted for stock splits, stock
combinations, stock dividends and similar events).

          (b)  The restrictions under Section 7.03(a) shall not be
applicable to any transfer of Shares by Purchaser to an Affiliate
or to an investment fund or similar transferee of which Purchaser
or  an  Affiliate  owns or controls at least  five  percent  (5%)
thereof  (a "Qualified Transferee"), provided that such Qualified
Transferee shall have agreed in writing to be bound by the  terms
of this Agreement.

     7.04 Termination of Restrictions.  Upon the occurrence of an
Event  of  Default  under Section 7.01(a)  or  (d)  of  the  Loan
Agreement,  all  of  the  provisions of this  Article  VII  shall
terminate and have no further force or effect.

                          ARTICLE VIII


                       Registration Rights

     8.01 Shelf Registration.  At any time after the occurrence of an
Event  of Default under the Loan Agreement, or at any time  after
the  later  to  occur of three (3) years after the date  of  this
Agreement and four hundred fifty (450) days after the NDA Filing,
the  holders  of Registrable Securities who hold and  propose  to
sell  Registrable Securities with an aggregate value of at  least
$500,000  shall  have  the  right  to  require  Company  to  file
registration statements under the

<PAGE>

Securities Act, on Form S-3  or another  appropriate form, covering
such shares  (each  a  "Shelf Registration") by delivering written notice
thereof  to  Company;provided, however, Company shall not be obligated to
effect  such a registration more than once in any rolling twelve-month
period or (b) after the occurrence of an Event of Default under the Loan
Agreement,  more  than twice in any rolling twelve-month  period.
After  delivery  of such notice, Company shall prepare  and  file
with  the  SEC as promptly as practicable after delivery thereof,
and   in  any  event  within  thirty  (30)  days  thereafter,   a
registration statement covering such shares and Company shall use
its  best efforts to cause such Shelf Registration to be declared
effective under the Securities Act within ninety (90) days of the
delivery  of  such  notice, and to keep such  Shelf  Registration
continuously effective under the Securities Act until  such  time
as the earlier to occur of (i) the covered securities cease to be
Registrable Securities, (ii) ninety (90) days, or (iii) until the
holders  have completed the distribution described in such  Shelf
Registration.  All Shelf Registrations shall be non-underwritten.
Company  shall use its best efforts to be and remain eligible  to
use  Form  S-3  under  the Securities Act  or  any  successor  or
comparable form.

     8.02 Piggy-Back Registration

          (a)  Company shall notify Purchaser in writing prior to the
initial filing of any registration statement under the Securities
Act for purposes of an underwritten public offering of securities
of   Company   (including,  but  not  limited  to,   registration
statements  relating  to  secondary offerings  of  securities  of
Company,  but  excluding  registration  statements  relating   to
employee   benefit   plans   or   with   respect   to   corporate
reorganizations  or  other transactions under  Rule  145  of  the
Securities  Act) and, subject to the conditions of  this  Section
8.02,  Company will afford the holders of Registrable  Securities
an  opportunity to include in such registration statement all  or
part of the Registrable Securities.  If such a holder desires  to
include  in any such registration  statement all or any  part  of
the  Registrable Securities, it shall, within 20 days  after  the
above-described notice from Company, so notify Company in writing
and  such  notice  shall state the intended  disposition  of  the
Registrable Securities by such holder and Company shall,  subject
to  Section  8.02(b), cause to be registered under the Securities
Act  all  of  the  Registrable Securities that  such  holder  has
requested  to  be  registered.  If such  holder  decides  not  to
include  all  of  the Registrable Securities in any  registration
statement   thereafter  filed  by  Company,  such  holder   shall
nevertheless continue to have the right to include any  remaining
Registrable  Securities in any subsequent registration  statement
or  registration  statements as may  be  filed  by  Company  with
respect to underwritten offerings of its securities, all upon the
terms and conditions set forth herein.

          (b)  The right of a holder to be included in a registration
pursuant to this Section 8.02 shall be conditioned upon such
holder's participation in such underwriting and the inclusion of
the Registrable Securities in the underwriting to the extent
provided herein.  If such holder proposes to distribute the
Registrable Securities through such underwriting, it shall enter
into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by
Company.  Notwithstanding any other provision of the Agreement,
if the underwriter determines in good faith that marketing
factors require a limitation of the number of shares to be
underwritten, then Company shall so advise the Purchaser and the
number of shares that may be included in the underwriting shall
be allocated, first, to Company; second, to

<PAGE>

the selling stockholders on a pro rata basis based on the total number of
Registrable Securities held by such stockholders.  Company shall
not limit the number of Registrable Securities to be included in
a registration statement pursuant to this Section 8.02 in order
to include stockholders with no pre-existing registration rights.

          (c)  Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 8.02 prior to the
effectiveness of such registration whether or not holders of
Registrable Securities have elected to include securities in such
registration.  The Registration Expenses of such withdrawn
registration shall be borne by Company in accordance with Section
8.03 hereof.

     8.03 Expenses of Registration.  Except as specifically provided
herein, all Registration Expenses incurred in connection with any
registration under this Article VIII and the reasonable fees  and
expenses  of  one  counsel representing all  selling  holders  of
Registrable  Securities (not to exceed $25,000 in the  aggregate)
shall  be  borne  by Company.  All Selling Expenses  incurred  in
connection with any registrations hereunder shall be borne by the
holders of the securities so registered, pro rata on the basis of
the number of shares so registered.

     8.04 Obligations of Company.  Whenever required to effect the
registration of the Registrable Securities, Company shall at its
expense, as expeditiously as reasonably possible:

          (a)   Prepare and file with the SEC such amendments and
supplements  to  such registration statement and  the  prospectus
used  in  connection with such registration statement as  may  be
necessary  to  comply with the provisions of the  Securities  Act
with respect to the disposition of all securities covered by such
registration statement.

          (b)  Furnish to each seller of Registrable Securities such number
of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such
other documents as it may reasonably request in order to
facilitate the disposition of securities covered by such
prospectus.

          (c)  Use all reasonable efforts to register and qualify the
securities covered by such registration statement under such
other securities or Blue Sky laws of such jurisdictions as shall
be reasonably requested by sellers of Registrable Securities,
provided that Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such
states or jurisdictions.

          (d)  In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in
usual and customary form, with the managing underwriter(s) of
such offering.  If a holder of Registrable Securities
participates in such underwriting, such holder shall also enter
into and perform its obligations under such an agreement.

          (e)  Notify each seller of Registrable Securities covered by such
registration statement, at any time when a prospectus relating
thereto is required to be delivered under the

<PAGE>

Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the
circumstances then existing and, at the request of any such
seller, prepare and furnish to such seller a reasonable number of
copies of a supplement to or an amendment of such prospectus as
may be necessary so that such prospectus shall not contain such
an untrue statement or omission.

          (f)  Furnish, on the date that the Registrable Securities are
delivered to the underwriters for sale, if such securities are
being sold through underwriters, (i) an opinion, dated as of such
date, of the counsel representing Company for the purposes of
such registration, in form and substance as is customarily given
to underwriters in an underwritten public offering, addressed to
the underwriters, and (ii) a letter dated as of such date, from
the independent certified public accountants of Company, in form
and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public
offering, addressed to the underwriters.

     8.05 Termination of Registration Rights.  All registration rights
granted  under this Article VIII shall terminate  and  be  of  no
further  force  and  effect  as  to  any  holder  of  Registrable
Securities upon the earlier to occur of (a) as to any Registrable
Security,  the  sixth  anniversary of the  date  of  the  initial
issuance  to Purchaser of such Registrable Security or  (b)  such
time  as all Registrable Securities of a holder may be sold under
Rule  144  during any ninety (90) day period, unless such  holder
later becomes an affiliate of Company (as defined under Rule 144)
in  which  case  such  holder's registration  rights  under  this
Article  VIII shall be revived and reinstated until such holder's
rights otherwise terminate pursuant to this Section 8.05.

     8.06 Furnishing Information.  It shall be a condition precedent
to the obligations of Company to take any action pursuant to
Sections 8.02 or 8.04 that a seller of Registrable Securities
shall furnish to Company such information regarding itself, the
Registrable Securities held by it and the intended method of
disposition of such securities as shall be required to effect the
registration of its Registrable Securities.

     8.07 Indemnification.  In the event any Registrable Securities
are included in a registration statement pursuant to this Article
VIII:
          (a)  To the extent permitted by applicable law, Company will
indemnify   and   hold  harmless  each  holder   of   Registrable
Securities, the officers, directors, employees, agents, partners,
and  representatives thereof, any participating  underwriter  (as
defined  in  the  Securities Act) and each person,  if  any,  who
controls  such  holder or underwriter within the meaning  of  the
Securities Act or the Exchange Act, from and against any  losses,
claims, damages, or liabilities (joint or several) to which  they
may become subject under the Securities Act, the Exchange Act  or
other  federal  or  state law, insofar as  such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise  out
of  or  are based upon any of the following statements, omissions
or  violations (collectively, a "violation") by Company: (i)  any
untrue  statement or alleged untrue statement of a material  fact
contained   in   such  registration  statement,   including   any preliminary

<PAGE>

prospectus or final prospectus contained  therein  or
any  amendments  or  supplements thereto, (ii)  the  omission  or
alleged omission to state therein a material fact required to  be
stated  therein, or necessary to make the statements therein  not
misleading,  or  (iii)  any violation  or  alleged  violation  by
Company  of  the  Securities Act, the  Exchange  Act,  any  state
securities  law or any rule or regulation promulgated  under  the
Securities Act, the Exchange Act or any state securities  law  in
connection   with  the  offering  covered  by  such  registration
statement; and Company will reimburse each such holder,  officer,
director,  employee, agent, partner, representative,  underwriter
or  controlling person for any legal or other expenses reasonably
incurred  by  them in connection with investigating or  defending
any  such  loss,  claim, damage, liability or  action;  provided,
however,  that the indemnity agreement contained in this  Section
8.07(a) shall not apply to amounts paid in settlement of any such
loss,  claim,  damage, liability or action if such settlement  is
effected without the consent of Company, which consent shall  not
be unreasonably withheld, nor shall Company be liable in any such
case for any such loss, claim, damage, liability or action to the
extent  that it arises out of or is based upon a violation  which
occurs   in   reliance  upon  and  in  conformity  with   written
information furnished expressly for use in connection  with  such
registration by such holder, officer, director, employee,  agent,
partner, representative, underwriter or controlling person.

          (b)  To the extent permitted by applicable law, each holder of
Registrable Securities will, if Registrable Securities held by
such holder are included in such registration statement,
indemnify and hold harmless Company, each of its directors,
officers, employees, agents, and representatives, and each
person, if any, who controls Company within the meaning of the
Securities Act, any participating underwriter and any other
stockholder selling securities under such registration statement
or any of such other selling stockholder's directors, officers,
employees, agents, partners or representatives, or any person who
controls such selling stockholder, against any losses, claims,
damages or liabilities (joint or several) to which Company or any
such director, officer, employee, agent, partner, representative,
controlling  person, underwriter or selling stockholder may
become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereto) arise out
of or are based upon any violation, in each case to the extent
(and only to the extent) that such violation occurs in reliance
upon and in conformity with written information furnished by such
holder under an instrument duly executed by such holder and
stated to be specifically for use in connection with such
registration; and such holder will reimburse any legal or other
expenses reasonably incurred by Company or any such director,
officer, employee, agent, partner, representative, controlling
person, underwriter or selling stockholder in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity
agreement contained in this Section 8.07(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the
consent of such holder, which consent shall not be unreasonably
withheld; provided further, that in no event shall any indemnity
under this Section 8.07 exceed the proceeds from the offering
received by such holder.

          (c)  Promptly after receipt by an indemnified party under this
Section 8.07 of notice of the commencement of any action
(including any governmental action), such indemnified party will,
if a claim in respect thereof is to be made against any
indemnifying party

<PAGE>

under this Section 8.07, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right
to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party shall have
the right to retain its own counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party
represented by such counsel in such proceeding.  The failure to
deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if
materially prejudicial to its ability to defend such action,
shall relieve such indemnifying party of any liability to the
indemnified party under this Section 8.07, but the omission so to
deliver written notice to the indemnifying party will not relieve
it of any liability that it may have to any indemnified party
otherwise than under this Section 8.07.

          (d)  If the indemnification provided for in this Section 8.07 is
held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or
liabilities referred to herein, the indemnifying party, in lieu
of indemnifying such indemnified party thereunder, shall to the
extent permitted by applicable law contribute to the amount paid
or payable by such indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection
with the violation(s) that resulted in such loss, claim, damage
or liability, as well as any other relevant equitable
considerations.  The relative fault of the indemnifying party and
of the indemnified party shall be determined by a court of law by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission; provided, that in
no event shall any contribution by a holder of Registrable
Securities hereunder exceed the proceeds from the offering
received by such holder.

     The  obligations of Company and Purchaser under this Section
8.07  shall  survive  completion of any offering  of  Registrable
Securities  in  a registration statement and the  termination  of
this  Agreement.  No indemnifying party, in the  defense  of  any
such  claim or litigation, shall, except with the consent of each
indemnified party, consent to entry of any judgment or enter into
any  settlement  which does not include as an unconditional  term
thereof  the  giving  by  the  claimant  or  plaintiff  to   such
indemnified party of a release from all liability in  respect  to
such claim or litigation.

                           ARTICLE IX

                          Miscellaneous

     9.01 Amendments, Etc.  No amendment or waiver of any provision of
this   Agreement,  nor  consent  to  any  departure  by   Company
therefrom, shall in any event be effective

<PAGE>

unless the same  shall be  in  writing and signed by Purchaser, and then
such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

     9.02 Notices.  All notices and other communications provided for
hereunder shall be in writing, shall specifically refer to this
Agreement, shall be addressed to the receiving party's address
set forth below or to such other address as a party may designate
by notice hereunder, and shall be deemed to have been
sufficiently given for all purposes if (i) mailed by first class
certified or registered-mail, postage prepaid, (ii) sent by
express delivery service, (iii) personally delivered, or (iv)
made by telecopy or facsimile transmission.

If to Company:      CV Therapeutics, Inc.
                    3172 Porter Drive
                    Palo Alto, CA 94304
                    Attn: Cynthia L. Clark, General Counsel
                    Facsimile: 650-858-0388

with a copy to:     Cooley Godward LLP
                    Five Palo Alto Square
                    3000 El Camino Real
                    Palo Alto, CA 94306-2155
                    Attn: Robert L. Jones
                    Facsimile: 650-857-0663


If to Purchaser:    Quintiles Transnational Corp.
                    4709 Creekstone Drive
                    Suite 200 Riverbirch Bldg.
                    Durham, N.C. 27703
                    Attn: John S. Russell
                    Facsimile: 919-998-2759

with a copy to:     Smith, Anderson, Blount, Dorsett
                    Mitchell & Jernigan, L.L.P.
                    2500 First Union Capitol Center
                    Raleigh, N.C. 27601
                    Attn: Gerald F. Roach
                    Facsimile: 919-821-6800

     9.03 No Waiver: Remedies.  No failure on the part of Purchaser to
exercise,  and no delay in exercising, any right hereunder  shall
operate  as  a  waiver thereof; nor shall any single  or  partial
exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.  The remedies  herein
provided  are  cumulative  and  not  exclusive  of  any  remedies
provided by law.

     9.04 Attorneys' Fees.  In the event that any dispute among the
parties to this Agreement should result in litigation, the
prevailing party in such dispute shall be entitled to

<PAGE>

recover from the losing party all fees, costs and expenses enforcing
any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and
expenses of attorneys and accountants, which shall include,
without limitation, all fees, costs and expense of appeals.

     9.05 Binding Effect: Assignment.  This Agreement shall be binding
upon and inure to the benefit of Company and Purchaser and their
respective successors and assigns, provided that neither Company
nor Purchaser may assign or transfer any or all of its rights or
obligations under this Agreement without the prior written
consent of the other party; provided, however, that Purchaser may
at any time assign or transfer any or all of its rights or
obligations under this Agreement to a Qualified Transferee.
Notwithstanding any assignment by Purchaser, the provisions of
Sections 7.01 and 7.02 shall continue to be binding upon
Purchaser in accordance with the terms of this Agreement.

     9.06 Governing Law; Consent to Jurisdiction .  This Agreement
shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without reference to the conflicts or
choice of law principles thereof.  Company and Purchaser hereby
irrevocably consent to the exclusive personal jurisdiction of any
state or federal courts located in Delaware, in any action, claim
or other proceeding arising out of any dispute in connection with
this Agreement, any rights or obligations hereunder, or the
performance of such rights and obligations.  Purchaser and
Company agree to waive their respective rights to a jury trial
with respect to any action, claim, or other proceeding arising
out of any dispute in connection with this Agreement, any rights
or obligations hereunder, or the performance of such rights and
obligations.

     9.07 Severability.  To the extent any provision of this Agreement
is prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

     9.08 Entire Agreement.  This Agreement embodies the entire
agreement and understanding between the parties hereto with
respect to the provisions hereof and supersedes all prior oral or
written agreements and understandings relating to the provisions
hereof.  No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in this Agreement
shall affect, or be used to interpret, change or restrict, the
express terms and provisions of this Agreement.

     9.09 Further Action.  Each party shall, without further
consideration, take such further action and execute and deliver
such further documents as may be reasonably requested by the
other party in order to carry out the provisions and purposes of
this Agreement.

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

<PAGE>

     9.11 Survival.  The representations, warranties, covenants and
agreements made herein by Company and Purchaser shall survive the
Closing.

      [THE REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK;
                SIGNATURES ARE ON FOLLOWING PAGE]

          [Signature Page to Stock Purchase Agreement]

     In Witness Whereof, Company and Purchaser have caused this
Stock Purchase Agreement to be executed in their names by their
duly authorized officers or representatives effective as of the
date first above written.

                              CV Therapeutics, Inc.

                              By:     /s/ L. Lange
                              Name:   Louis G. Lange
                              Title:  Chairman & CEO

                              Quintiles Transnational Corp.

                              By:
                              Name:
                              Title:

<PAGE>

          [Signature Page to Stock Purchase Agreement]

     In Witness Whereof, Company and Purchaser have caused this
Stock Purchase Agreement to be executed in their names by their
duly authorized officers or representatives effective as of the
date first above written.

                              CV Therapeutics, Inc.

                              By:
                              Name:
                              Title:

                              Quintiles Transnational Corp.

                              By:     /s/ James L. Bierman
                              Name:   James L. Bierman
                              Title:  Senior Vice President,
                                      Corporate Development