---



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



| | x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - |  | ---------------------------------------------------------------------------------------



For the QUARTERLY PERIOD ended March 31, 2003.



| |  ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - |  | ----------------------------------------------------------------------------------------



For the transition period from ____________ to ____________



Commission file number: 0-21643



---



CV THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)



|Delaware                 |  | 43-1570294                          
|------------------------ |  | ------------------------------------
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



3172
Porter Drive, Palo Alto, California 94304

(Address of principal executive offices, including zip code)



Registrants telephone number, including area code:
(650) 384-8500



Indicate by check whether
the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  x    No ̈



The number of shares of Common Stock, $0.001 par value, outstanding as of May 1, 2003 was 28,277,507.



---



---



CV
THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)



|                                                                                                                                                                                                |  | December 31, 2002 |          |   | March 31, 2003 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | -------------- | -
|                                                                                                                                                                                                |  | (A)               |          |   | (unaudited)    |  
|ASSETS                                                                                                                                                                                          |  |                   |          |   |                |  
|Current assets:                                                                                                                                                                                 |  |                   |          |   |                |  
|Cash and cash equivalents                                                                                                                                                                       |  | $                 | 18,767   |   |                | $
|Marketable securities                                                                                                                                                                           |  |                   | 392,146  |   |                |  
|Other current assets                                                                                                                                                                            |  |                   | 8,952    |   |                |  
|                                                                                                                                                                                                |  |                   |          |   |                |  
|Total current assets                                                                                                                                                                            |  |                   | 419,865  |   |                |  
|Notes receivable from related parties                                                                                                                                                           |  |                   | 1,120    |   |                |  
|Property and equipment, net                                                                                                                                                                     |  |                   | 15,934   |   |                |  
|Other assets                                                                                                                                                                                    |  |                   | 4,083    |   |                |  
|                                                                                                                                                                                                |  |                   |          |   |                |  
|Total assets                                                                                                                                                                                    |  | $                 | 441,002  |   |                | $
|                                                                                                                                                                                                |  |                   |          |   |                |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                            |  |                   |          |   |                |  
|Current liabilities:                                                                                                                                                                            |  |                   |          |   |                |  
|Accounts payable                                                                                                                                                                                |  | $                 | 5,542    |   |                | $
|Accrued liabilities                                                                                                                                                                             |  |                   | 13,943   |   |                |  
|Current portion of capital lease obligations                                                                                                                                                    |  |                   | 393      |   |                |  
|Current portion of deferred revenue                                                                                                                                                             |  |                   | 1,029    |   |                |  
|                                                                                                                                                                                                |  |                   |          |   |                |  
|Total current liabilities                                                                                                                                                                       |  |                   | 20,907   |   |                |  
|Capital lease obligations                                                                                                                                                                       |  |                   | 393      |   |                |  
|Convertible subordinated notes                                                                                                                                                                  |  |                   | 196,250  |   |                |  
|Deferred revenue                                                                                                                                                                                |  |                   | 2,601    |   |                |  
|Other liabilities                                                                                                                                                                               |  |                   | 1,886    |   |                |  
|                                                                                                                                                                                                |  |                   |          |   |                |  
|Total liabilities                                                                                                                                                                               |  |                   | 222,037  |   |                |  
|                                                                                                                                                                                               
|Commitments                                                                                                                                                                                     |  |                   |          |   |                |  
|                                                                                                                                                                                               
|Stockholders equity:                                                                                                                                                                           |  |                   |          |   |                |  
|Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and
outstanding                                                                                                     |  |                   |         |   |                |  
|Common stock, $0.001 par value, 85,000,000 shares authorized, 27,116,805 and 28,276,807
shares issued and outstanding at December 31, 2002 and March 31, 2003, respectively; at amounts paid in |  |                   | 533,522  |   |                |  
|Accumulated deficit                                                                                                                                                                             |  |                   | (318,525 | ) |                |  
|Accumulated other comprehensive income                                                                                                                                                          |  |                   | 3,968    |   |                |  
|                                                                                                                                                                                                |  |                   |          |   |                |  
|Total stockholders equity                                                                                                                                                                      |  |                   | 218,965  |   |                |  
|                                                                                                                                                                                                |  |                   |          |   |                |  
|Total liabilities and stockholders equity                                                                                                                                                      |  | $                 | 441,002  |   |                | $
|                                                                                                                                                                                                |  |                   |          |   |                |  

---

|(A) |  | Derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------



See accompanying notes



2



---



CV
THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)



|                                                              |  | Three months ended March 31, |        
|------------------------------------------------------------- |  | ---------------------------- | -------
|                                                              |  | 2002                         |        
|Revenues:                                                     |  |                              |        
|Collaborative research                                        |  | $                            | 1,214  
|Operating expenses:                                           |  |                              |        
|Research and development                                      |  |                              | 19,461 
|Sales and marketing                                           |  |                              | 1,339  
|General and administrative                                    |  |                              | 4,198  
|                                                              |  |                              |        
|Total operating expenses                                      |  |                              | 24,998 
|                                                              |  |                              |        
|Loss from operations                                          |  |                              | (23,784
|Interest income                                               |  |                              | 4,560  
|Interest expense                                              |  |                              | (2,603 
|Other expense, net                                            |  |                              | (39    
|                                                              |  |                              |        
|Net loss                                                      |  | $                            | (21,866
|                                                              |  |                              |        
|Basic and diluted net loss per share                          |  | $                            | (0.86  
|                                                              |  |                              |        
|Shares used in computing basic and diluted net loss per share |  |                              | 25,522 
|                                                              |  |                              |        



See
accompanying notes



3



---



CV
THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                            |  | Three months ended March 31, |         
|--------------------------------------------------------------------------- |  | ---------------------------- | --------
|                                                                            |  | 2002                         |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                              |         
|Net loss                                                                    |  | $                            | (21,866 
|Adjustments to reconcile net loss to net cash used in operating
activities: |  |                              |         
|Gain on the sale of investments                                             |  |                              | (287    
|Non cash stock compensation                                                 |  |                              | (42     
|Depreciation and amortization                                               |  |                              | 2,132   
|Change in assets and liabilities:                                           |  |                              |         
|Other current assets                                                        |  |                              | 1,974   
|Other assets                                                                |  |                              |        
|Accounts payable                                                            |  |                              | (439    
|Accrued and other liabilities                                               |  |                              | (4,442  
|Deferred revenue                                                            |  |                              | (257    
|                                                                            |  |                              |         
|Net cash used in operating activities                                       |  |                              | (23,227 
|                                                                           
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                              |         
|Purchases of investments                                                    |  |                              | (108,486
|Maturities of investments                                                   |  |                              | 25,250  
|Sales of investments                                                        |  |                              | 50,678  
|Capital expenditures                                                        |  |                              | (2,383  
|Notes receivable from officers and employees                                |  |                              | 81      
|                                                                            |  |                              |         
|Net cash (used in) provided by investing activities                         |  |                              | (34,860 
|                                                                           
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                              |         
|Payments on capital lease obligations                                       |  |                              | (202    
|Net proceeds from issuance of common stock, net of repurchases              |  |                              | 9,786   
|                                                                            |  |                              |         
|Net cash provided by financing activities                                   |  |                              | 9,584   
|                                                                            |  |                              |         
|Net decrease in cash and cash equivalents                                   |  |                              | (48,503 
|Cash and cash equivalents at beginning of period                            |  |                              | 80,911  
|                                                                            |  |                              |         
|Cash and cash equivalents at end of period                                  |  | $                            | 32,408  
|                                                                            |  |                              |         



See
accompanying notes



4



---



CV
THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS



|1. |  | Summary of Significant Accounting Policies
|-- |  | ------------------------------------------



Basis of Presentation



The accompanying financial statements of CV Therapeutics, Inc. have been prepared in accordance with generally accepted accounting
principles, are unaudited and reflect all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary to present fairly the financial position at, and the results of operations for, the interim
periods presented. The results of operations for the three-month period ended March 31, 2003 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2003 or of future operating results for any interim
period. The financial information included herein should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 which includes the audited consolidated financial statements and the notes thereto.



Principles of Consolidation



The financial statements include the accounts of the Company
and its wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated.



Reclassification



Certain reclassifications of prior period amounts have been made to conform with the current period presentation.



Use of Estimates



The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those
estimates.



Comprehensive Income



Statement of Financial Accounting Standards
No. 130 Reporting Comprehensive Income (SFAS 130), established standards for the reporting and display of comprehensive income and its components. SFAS 130 requires unrealized gains or losses on our available-for-sale securities to be
included in other comprehensive income (loss) as an element of stockholders equity. At each balance sheet date presented, our cumulative other comprehensive income consists solely of unrealized gains and losses on available-for-sale investment
securities.



Revenue Recognition



Revenue under our collaborative research
arrangements is recognized based on the performance requirements of each contract. Amounts received under such arrangements consist of up-front license and periodic milestone payments. Up-front or milestone payments, which are subject to future
performance requirements, are recorded as deferred revenue and are recognized over the performance period. The performance period is estimated at the inception of the arrangement and is periodically reevaluated. The reevaluation of the performance
period may shorten or lengthen the period during which the deferred revenue is recognized. We evaluate the appropriate period based on research progress attained and events such as changes in the regulatory and competitive environment. Payments
received related to substantive, performance-based at-risk milestones are recognized upon achievement of the scientific or regulatory event specified in the underlying agreement. Payments received for research activities are recognized as the
related research effort is performed.



5



---



|1. |  | Summary of Significant Accounting Policies (Continued)
|-- |  | ------------------------------------------------------



Stock-Based Compensation



In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards
(SFAS) No. 148, Accounting for Stock-Based CompensationTransition and Disclosure. SFAS 148 amends SFAS 123, Accounting for Stock-Based Compensation to provide alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require more prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the method used on reported results.



We have elected to continue to account for stock options granted to employees using the intrinsic-value method as prescribed by Accounting
Principles Board Opinion No. 25 (or APB 25), Accounting for Stock Issued to Employees, and, thus recognize no compensation expense for options granted with exercise prices equal to the fair market value of our common stock on the date of
grant. We recognize compensation for options granted to consultants based on the Black-Scholes option pricing model in accordance with Emerging Issues Task Force Consensus No. 96-18. Deferred compensation is recorded when stock options are granted
to employees at prices lower than the fair market value. The amount is amortized to expense over the vesting period of the related options.



For purposes of disclosures pursuant to SFAS 123 as amended by SFAS 148, the estimated fair value of options is amortized to expense over
the options vesting period.



The following
table illustrates the effect on reported net loss and net loss per share if we had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation, for the quarters ended March 31 (in thousands, except per share
amounts):



|                                                                                                                    |  | Three months ended March 31, |        
|------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                                                                    |  | 2002                         |        
|Net loss:                                                                                                           |  |                              |        
|As reported                                                                                                         |  | $                            | (21,866
|                                                                                                                   
|Deduct: Total stock-based employee compensation expense determined under the fair value
based method for all awards |  |                              | (5,987 
|                                                                                                                    |  |                              |        
|Pro forma net loss                                                                                                  |  | $                            | (27,853
|                                                                                                                    |  |                              |        
|Net loss per share basic and diluted:                                                                               |  |                              |        
|As reported                                                                                                         |  | $                            | (0.86  
|                                                                                                                    |  |                              |        
|Pro forma                                                                                                           |  | $                            | (1.09  
|                                                                                                                    |  |                              |        



The
weighted-average fair value of options granted with exercise prices at fair value of our common stock during the quarters ended March 31, 2002 and 2003 was $41.48 and $17.79, respectively.



6



---



The fair value
of our stock-based awards to employees was estimated assuming no expected dividends and the following weighted-average assumptions:



|                        |  | Three months ended March 31, |  
|----------------------- |  | ---------------------------- | -
|                        |  | 2002                         |  
|Expected life (years)   |  | 5.2                          |  
|Expected volatility     |  | .65                          |  
|Risk-free interest rate |  | 4.5                          | %



Net
Loss Per Share



Net loss per share is
computed using the weighted average number of common shares outstanding. Common equivalent shares have been excluded from the computation as their effect is antidilutive.



Recent Accounting Pronouncements



In November 2002, the FASB issued Interpretation No. 45 (FIN 45), Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 elaborates on the existing disclosure requirements for most guarantees, including residual value guarantees issued in conjunction with
operating lease agreements. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligation it assumes under that guarantee and must disclose that information in
its interim and annual financial statements. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements
of interim or annual periods ending after December 15, 2002. Our adoption of FIN 45, in January 2003, did not have a material impact on our results of operations and financial position.



In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on Issue No. 00-21, Revenue
Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF
Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. We are currently evaluating the effect that the adoption of EITF Issue No. 00-21 will have on our consolidated financial statements.



In January 2003, the FASB issued Interpretation
No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest
entitys activities or entitled to receive a majority of the entitys residual returns or both. A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does
not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or
receivables, real estate or other property. A variable interest entity may be essentially passive or it may engage in research and development or other activities on behalf of another company. The consolidation requirements of FIN 46 apply
immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain disclosure requirements apply to all
financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. We do not expect that the adoption of FIN 46 will have a material effect on our financial statements.



7



---



|2. |  | Stockholders Equity
|-- |  | --------------------



In January of 2003, we sold 378,089 shares of common stock for net proceeds of $6.9 million under the financing arrangement with Acqua
Wellington North American Equities, Ltd.



In
March of 2003, we sold 700,000 shares of common stock for net proceeds of $11.8 million under the financing arrangement with Acqua Wellington North American Equities, Ltd.



As of April 4, 2003, we and Acqua Wellington mutually agreed to terminate the arrangement in accordance with
the terms of the purchase agreement. Under the arrangement, the combined total value of shares that we could sell to Acqua Wellington through draw downs and call option exercises under the arrangement could not exceed $149.0 million. In addition,
applicable Nasdaq National Market rules limit the number of shares of common stock that we could issue under our purchase agreement with Acqua Wellington to approximately 3,703,000 shares. As of March 31, 2003, we have issued 3,687,366 shares of
common stock in exchange for aggregate net proceeds of $113.7 million under this arrangement. Since we effectively reached the Nasdaq limit, the purchase agreement has been terminated.



|3. |  | Commitments
|-- |  | -----------



We lease our two primary facilities under noncancellable operating leases. The lease for one facility expires in April 2012 with an option
to renew for thirteen years. The lease for the second facility incorporates a sublease that expires in February 2005, and a master lease that expires in April 2012. In addition, we have leased certain fixed assets under capital leases with
expiration dates through 2004.



We have entered
into certain manufacturing-related agreements in connection with the future commercial production of Ranexa.



Minimum payments under these commitments are as
follows:



|                                       |  | Manufacturing Agreements |        | Operating Leases |   | Capital Leases | 
|-------------------------------------- |  | ------------------------ | ------ | ---------------- | - | -------------- | 
|                                       |  | (in thousands)           |       
|Year ending December 31,               |  |                          |        |                  |   |                | 
|2003                                   |  | $                        | 5,437  |                  | $ | 11,966         | 
|2004                                   |  |                          | 2,912  |                  |   | 12,378         | 
|2005                                   |  |                          | 2,250  |                  |   | 9,887          | 
|2006                                   |  |                          | 2,250  |                  |   | 13,348         | 
|2007                                   |  |                          | 2,250  |                  |   | 13,038         | 
|2008 and thereafter                    |  |                          |       |                  |   | 63,165         | 
|                                       |  |                          |        |                  |   |                | 
|Total minimum payments                 |  | $                        | 15,099 |                  | $ | 123,782        | 
|                                       |  |                          |        |                  |   |                | 
|Less amount representing interest      |  |                          |        |                  |   |                | 
|                                       |  |                          |        |                  |   |                | 
|Present value of future lease payments |  |                          |        |                  |   |                | 
|Less current portion                   |  |                          |        |                  |   |                | 
|                                       |  |                          |        |                  |   |                | 
|Long-term portion                      |  |                          |        |                  |   |                | 
|                                       |  |                          |        |                  |   |                | 



Under
the manufacturing-related agreements, additional payments above the specified minimums will be required if the FDA approves Ranexa, and in connection with the manufacture of Ranexa.



|4. |  | Subsequent Events
|-- |  | -----------------



In April 2003, we amended the lease on our 3172 Porter Drive facility in Palo Alto, California to, among other things, extend the term of
the lease until April 2014 and provide for rent reductions, facility improvements and the issuance to the landlord of a warrant to purchase 200,000 shares of our common stock at an exercise price of $17.29 per share. The warrant is exercisable, in
whole or in part, during the term commencing on April 1, 2003 (Issuance Date) and ending at the later of (A) the tenth anniversary of the Issuance Date if (but only if) at any time prior to the fifth anniversary of the Issuance Date, the closing
price of one share of our common stock on the Nasdaq National Market is less than $34.58 for each trading day during any period of twenty consecutive trading days or (B) the fifth anniversary of the Issuance Date. We intend to account for the
warrant as non cash rent expense over the life of the lease.



8



---



Item
2.    Managements Discussion and Analysis of Financial Condition and Results of Operations



This Managements Discussion and Analysis of Financial Condition and Results of Operations and other parts of this Report contain
forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future clinical or product development or financial performance. In some cases, you can identify forward-looking statements by
terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts, potential or
continue or the negative of those terms and other comparable terminology. If one or more of these risks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may
vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in Risk Factors as well as such other risks and uncertainties detailed in our other Securities and Exchange Commission reports and filings.



Overview



CV Therapeutics is a biopharmaceutical company focused on the discovery, development and commercialization of
new small molecule drugs for the treatment of cardiovascular diseases. Since our inception in December 1990, substantially all of our resources have been dedicated to research and development. To date, we have not generated any product revenues and
do not expect to generate any product revenues until we receive marketing approval and launch of one of our products, if at all. Until that time, we expect our sources of revenues, if any, to consist of payments under corporate partnerships and
interest income until one of our products receives marketing approval, if at all. As of March 31, 2003, we had an accumulated deficit of $339.3 million. The process of developing and commercializing our products requires significant research and
development, preclinical testing and clinical trials, manufacturing arrangements as well as marketing approvals. These activities, together with our sales and marketing expenses and our general and administrative expenses, are expected to result in
substantial operating losses for the foreseeable future. We will not receive product revenues unless and until we or our collaborative partners complete clinical trials, obtain marketing approval, and successfully commercialize one or more of our
products.



We are subject to risks common to
biopharmaceutical companies, including risks inherent in our research, development and commercialization efforts, preclinical testing, clinical trials, uncertainty of regulatory and marketing approvals, reliance on collaborative partners,
enforcement of patent and proprietary rights, the need for future capital, potential competition, use of hazardous materials and retention of key employees. In order for a product to be commercialized, it will be necessary for us and, in some cases,
our collaborators, to conduct preclinical tests and clinical trials, demonstrate efficacy and safety of our product candidate to the satisfaction of regulatory authorities, obtain marketing approval, enter into manufacturing, distribution and
marketing arrangements, obtain market acceptance and, in many cases, obtain adequate reimbursement from government and private insurers. We cannot provide assurance that we will generate revenues or achieve and sustain profitability in the future.



9



---



Critical Accounting
Policies and the Use of Estimates



We
believe the following critical accounting policies presently involve more significant judgments, assumptions and estimates used in the preparation of our consolidated financial statements:



Valuation of Marketable Securities



We invest our excess cash balances primarily in short-term and long-term marketable debt securities for use
in current operations. Accordingly, we have classified all investments as short term, even though the stated maturity date may be one year or more beyond the current balance sheet date. Available-for-sale securities are carried at fair value, with
unrealized gains and losses reported in stockholders equity as a component of other comprehensive income (loss). Estimated fair value is based upon quoted market prices for these or similar instruments.



Clinical Trial Accruals



Our cost accruals for clinical trials are based on estimates
of the services received and efforts expended pursuant to contracts with numerous clinical trial centers and clinical research organizations. In the normal course of business we contract with third parties to perform various clinical trial
activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on
factors such as the achievement of certain events, the successful accrual of patients, the completion of portions of the clinical trial or similar conditions. The objective of our accrual policy is to match the recording of expenses in our financial
statements to the actual services received and efforts expended. As such, expense accruals related to clinical trials are recognized based on our estimate of the degree of completion of the event or events specified in the specific clinical study or
trial contract.



Revenue Recognition



Revenue under our collaborative research
arrangements is recognized based on the performance requirements of the contract. Amounts received under such arrangements consist of up-front license and periodic milestone payments. Up-front or milestone payments which are still subject to future
performance requirements are recorded as deferred revenue and are amortized over the performance period. The performance period is estimated at the inception of the arrangement and is periodically reevaluated. The reevaluation of the performance
period may shorten or lengthen the period during which the deferred revenue is recognized. We evaluate the appropriate period based on research progress attained and events such as changes in the regulatory and competitive environment. Payments
received related to substantive, at-risk milestones are recognized upon achievement of the scientific or regulatory event specified in the underlying agreement. Payments received for research activities are recognized as the related research effort
is performed.



Results of Operations



Collaborative Research
Revenues.    Collaborative research revenues increased to $1.8 million for the quarter ended March 31, 2003, compared to $1.2 million for the quarter ended March 31, 2002. The increase for the quarter ended March 31, 2003,
compared to the same period in 2002, was due to greater reimbursement of certain development costs related to our collaboration with Fujisawa Healthcare, Inc. for the development of CVT-3146.



Research and Development
Expenses.    Research and development expenses decreased to $16.9 million for the quarter ended March 31, 2003, compared to $19.5 million for the quarter ended March 31, 2002. The decrease for the quarter ended March 31,
2003, compared to the same period in 2002, was primarily due to decreased clinical trial expenses, which is consistent with the fluctuation in clinical trial activity of our late stage programs. We expect research and development expenses to
increase in the future as we further expand product development efforts.



Management categorizes research and development expenditures into amounts related to preclinical research and amounts related to three clinical development programs: Ranexa, tecadenoson (CVT-510) and CVT-3146. During the
quarter ended March 31, 2003, we incurred approximately 78.6% of our research and development expenditures, or approximately $13.3 million, in connection with clinical development programs, and the remaining 21.4%, or $3.6 million, in connection
with preclinical research programs. By comparison, during the quarter ended March 31, 2002, we incurred approximately 72.2% of our research and development expenditures, or $14.1 million, in connection with clinical development programs and the
remaining 27.8% of our research and development expenditures, or $5.4 million, in connection with preclinical research programs.



10



---



Sales and
Marketing Expenses.    Sales and marketing expenses increased to $2.9 million for the quarter ended March 31, 2003, compared to $1.3 million for the quarter ended March 31, 2002. The increase was primarily due to
pre-commercialization activities for the Ranexa program, including expenses for marketing planning and market communications. We have not incurred any sales related expenses. We expect sales and marketing expenses to increase in the future as we
further expand our pre-commercialization activities. Sales and marketing expenses have previously been included in research and development expenses and all prior period amounts have been reclassified to conform to the current period presentation.



General and Administrative
Expenses.General and administrative expenses decreased to $3.5 million for the quarter ended March 31, 2003, compared to $4.2 million for the quarter ended March 31, 2002. The decrease for the quarter ended March 31,
2003, compared to the same period in 2002, was due to expenses incurred in 2002 in connection with outside consulting services. We expect general and administrative expenses to increase in the future in line with our research, development and
commercialization activities.



Interest
Income.    Interest income decreased to $3.4 million for the quarter ended March 31, 2003, compared to $4.6 million for the quarter ended March 31, 2002. The decrease was due to lower average investment balances and lower
average interest rates. The average investment balances were lower primarily as the result of cash used to fund operations. We expect that interest income will continue to fluctuate with average investment balances and market interest rates.



Interest
Expense.Interest expense was $2.6 million for the quarter ended March 31, 2003, which was consistent with interest expense for the quarter ended March 31, 2002. Our subordinated convertible notes account for $2.3 million
of the interest in each quarter. We expect that interest expense will fluctuate with average loan balances.



Liquidity and Capital Resources



We have financed our operations since inception primarily through private placements and public offerings of debt and equity securities, equipment and leasehold improvement financing, other debt
financing and payments under corporate collaborations. For at least the next 24 months, operations can be funded from our cash, cash equivalents and marketable securities, which totaled $401.3 million as of March 31, 2003.



In March 2000, we entered into a purchase agreement pursuant
to which we sold to certain purchasers $196.3 million in aggregate principal amount of convertible subordinated notes. The offering of the notes was made to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended.
Interest on the notes will accrue at a rate of 4.75% per year, subject to adjustment in certain circumstances. The notes will mature on March 7, 2007 and are convertible into shares of our common stock at a conversion price of $63.84 per share,
subject to adjustment in certain circumstances. We may, at our option, redeem the notes at any time for $63.84 per share.



In August 2000, we entered into a financing arrangement with Acqua Wellington to purchase our common stock. As of April 4, 2003, we and
Acqua Wellington mutually agreed to terminate the arrangement in accordance with the terms of the purchase agreement. Under the purchase agreement, as amended, we had the ability to sell up to $149.0 million of our common stock to Acqua Wellington
through December 2003. The purchase agreement provided that from time to time, in our sole discretion, we could present Acqua Wellington with draw down notices constituting offers to sell our common stock for specified total proceeds over a
specified trading period. Once presented with a draw down notice, Acqua Wellington was required to purchase a pro rata portion of shares of our common stock as allocated on each trading day during the trading period on which the daily volume
weighted average price for our common stock had exceeded a threshold price that we had determined and stated in the draw down notice. The threshold price we set could not be below $20 per share without Acqua Wellingtons consent. The per share
price then equals the daily volume weighted average price on each date during the pricing period, less a 4% to 6% discount (based on our market capitalization). However, if the daily volume weighted average price fell below the threshold price on
any day in the pricing period, Acqua Wellington was not required to purchase the pro rata portion of shares allocated to that day, but could have elected to buy that pro rata portion of shares at the threshold price less the applicable 4% to 6%
discount.



11



---



Further, if
during a draw down pricing period we had entered into an agreement with a third party to issue common stock or securities convertible into common stock (excluding stock or options granted pursuant to our stock option, stock purchase or shareholder
rights plans, common stock or warrants issued in connection with licensing agreements and/or collaborative agreements and warrants issued in connection with equipment financings) at a net discount to the then current market price, if we had issued
common stock with warrants (other than as provided in the prior parenthetical), or if we had implemented a mechanism for the reset of the purchase price of our common stock below the then current market price, then Acqua Wellington could have
elected to purchase the shares so requested by us in the draw down notice at the price established pursuant to the prior paragraph, to purchase such shares at the third partys price, net of discount or fees, or to not purchase our common stock
during that draw down pricing period.



The
purchase agreement also provided that from time to time, in our sole discretion, we could grant Acqua Wellington a right to exercise one or more call options to purchase additional shares of our common stock during a drawn down pricing period, in an
amount and for a threshold price that we determined and stated in the draw down notice. However, the total call amount for any given draw down could not exceed a specified maximum amount, and the amount of proceeds we could have received by exercise
of a call option for any given trading day was also limited. If Acqua Wellington exercised the call option, we were obligated to issue and sell the shares of our common stock subject to the call option at a price equal to the greater of the daily
volume weighted average price of our common stock on the day Acqua Wellington exercised its call option, or the threshold price for the call option that we had determined, less a 4% to 6% discount (based on our market capitalization).



The combined total value of shares that we had the ability to
sell to Acqua Wellington through draw downs and call option exercises under the arrangement could not exceed $149.0 million. In addition, applicable Nasdaq National Market rules limited the number of shares of common stock that we could issue under
our purchase agreement with Acqua Wellington to approximately 3,703,000 shares. As of March 31, 2003, we issued an aggregate of 3,687,366 shares of common stock in exchange for aggregate net proceeds of $113.7 million under this arrangement,
including $18.7 million during the quarter ended March 31, 2003. Since we effectively reached the Nasdaq limit, as of April 4, 2003, the purchase agreement was terminated in accordance with its terms.



Cash, cash equivalents and marketable securities at March 31,
2003 totaled $401.3 million, compared to $410.9 million at December 31, 2002. The decrease was due to utilizing $26.8 million to fund operations, $1.1 million for capital expenditures and a decrease of $1.8 million in the market value of our
investment portfolio, partially offset by $20.0 million raised from the issuance of our common stock, including an aggregate of 1,078,089 shares of common stock in exchange for aggregate net proceeds of $18.7 million of common stock issued pursuant
to our agreement with Acqua Wellington.



Net cash
used in operations for the quarter ended March 31, 2003 was $26.8 million, compared to $23.2 million for the quarter ended March 31, 2002. The increase was primarily due to greater accrued liabilities in the fourth quarter of 2002 for research,
development and general and administrative expenses which were paid in the first quarter of 2003.



As of March 31, 2003, we have invested $25.1 million in property and equipment, with the rate of investment having increased in line with
increased research, development and commercialization efforts and as we expand our facilities. We expect to continue to make investments in property and equipment to support our growth.



In March 1996, we entered into a license agreement with Syntex (U.S.A.) Inc. to obtain United States and
foreign patent rights to Ranexa for the treatment of angina and other cardiovascular indications. Syntex provided initial quantities of the compound for use in clinical trials and related development activities. The license agreement is exclusive
and worldwide except for the following countries which Syntex has licensed exclusively to Kissei Pharmaceuticals, Ltd. of Japan: Japan, Korea, China, Taiwan, Hong Kong, the Philippines, Indonesia, Singapore, Thailand, Malaysia, Vietnam, Myanmar,
Laos, Cambodia and Brunei.



12



---



Under our
license agreement, we paid an initial license fee, and are obligated to make certain milestone payments to Syntex, upon receipt of the first and second product approvals for Ranexa in any of certain major market countries (consisting of France,
Germany, Italy, the United States and the United Kingdom). Unless the agreement is terminated, in connection with the first such product approval, we will pay Syntex, on or before March 31, 2005, $7.0 million plus interest accrued thereon from May
1, 2002, until the date of payment. Unless the agreement is terminated, if the second product approval in one of the major market countries occurs before May 1, 2004, we will pay Syntex, on or before March 31, 2006, $7.0 million plus interest
accrued thereon from the date of approval until the date of payment, and if the second such product approval occurs after May 1, 2004, but before March 31, 2006, we will pay Syntex, on or before March 31, 2006, $7.0 million plus interest accrued
thereon from May 1, 2004, until the date of payment. Unless the agreement is terminated, if the second product approval in one of the major market countries has not occurred by March 31, 2006, we will pay Syntex $3.0 million on or before March 31,
2006, and if we receive the second product approval after March 31, 2006, we will pay Syntex $4.0 million within thirty (30) days after the date of such second product approval. No amounts have been accrued to date in relation to these milestones.
In addition, we will make royalty payments based on net sales of products that utilize the licensed technology. We are required to use commercially reasonable efforts to develop and commercialize the product for angina.



We or Syntex may terminate the license agreement for material
uncured breach, and we have the right to terminate the license agreement at any time on 120 days written notice if we decide not to continue to develop and commercialize Ranexa.



We may require substantial additional funding in order to complete our research and development activities
and commercialize any potential products. We currently estimate that our existing resources, projected interest income and future payments, if any, under our collaboration arrangements will be sufficient to meet our operating and capital
requirements for at least the next 24 months. However, we cannot assure you that we will not require additional funding prior to then or that additional financing will be available on acceptable terms or at all.



Our future capital requirements will depend on many factors,
including the cost of launching our products, the cost of commercializing our products, including marketing, promotional and sales costs, the amount of revenue, if any, that we are able to obtain from any approved products and the time and costs
required to achieve those revenues, scientific progress in our research, development and commercialization programs, the size and complexity of these programs, the timing, scope and results of preclinical studies and clinical trials, our ability to
establish and maintain corporate partnerships, the time and costs involved in obtaining regulatory approvals, the costs involved in filing, prosecuting and enforcing patent claims, competing technological and market developments, the cost of
manufacturing preclinical and clinical material and other factors not within our control. We cannot guarantee that the additional financing to meet our capital requirements will be available on acceptable terms or at all. Insufficient funds may
require us to delay, scale back or eliminate some or all of our research, development or commercialization programs, to lose rights under existing licenses or to relinquish greater or all rights to product candidates on less favorable terms than we
would otherwise choose, or may adversely affect our ability to operate as a going concern. If we issue equity securities to raise additional funds, substantial dilution to existing stockholders may result.



13



---



Risk Factors



Our product candidates will take at
least several years to develop, and we cannot assure you that we will successfully develop, market and manufacture these products.



Since our inception in 1990, we have dedicated substantially all of our resources to research and development. Because none of our
potential products have been approved by any regulatory authorities, we have not generated any product revenues to date, and do not expect to generate any product revenues until we receive marketing approval and launch one of our products, if at
all.



We have applied for our first product
approval in the United States, but we have not received any product approvals in the United States for the commercial sale of any of our products. We have not applied for or received any regulatory approvals in any foreign jurisdiction for the
commercial sale of any of our products. All of our product candidates are either in clinical trials under an Investigational New Drug application, or IND, or applicable foreign regulatory authority submission, or are in preclinical research and
development. We have submitted a New Drug Application, or NDA, to the United States Food and Drug Administration, or FDA, for Ranexa for the potential treatment of chronic angina, but we have not submitted any other NDAs or any equivalent
application to any foreign regulatory authorities for any of our product candidates. None of our products have been determined to be safe or effective in humans for any use.



Conducting clinical trials is a lengthy, time-consuming and expensive process. Before obtaining regulatory
approvals for the commercial sale of any products, we must demonstrate to regulatory authorities through preclinical testing and clinical trials that our product candidates are safe and effective for use in humans. We will continue to incur
substantial expense for, and devote a significant amount of time to, preclinical testing and clinical trials.



Drug discovery methods based upon molecular cardiology are relatively new. We cannot be certain that these methods will lead to
commercially viable pharmaceutical products. In addition, some of our compounds within our adenosine receptor research, metabolism, atherosclerosis and vascular stenosis programs are in the early stages of research and development. We have not
submitted IND applications or commenced clinical trials for these new compounds. We cannot be certain when these clinical trials will commence, if at all. Because these compounds are in the early stages of product development, we could abandon
further development efforts before they reach clinical trials.



We cannot be certain that any of our product development efforts will be completed or that any of our products will be shown to be safe and effective. Regulatory authorities have broad discretion to interpret safety and efficacy data
in granting approval and making other regulatory decisions. Even if we believe that a product is safe and effective, we cannot assure you that regulatory authorities will interpret the data the same way and we may not obtain the required regulatory
approvals. Furthermore, we may not be able to manufacture our products in commercial quantities or market any products successfully.



If we are unable to satisfy the regulatory requirements for our products, we will not be able to commercialize our drug candidates.



All of our products may require additional
development, preclinical studies and/or clinical trials, and will require regulatory approval, prior to commercialization. Any delays in our clinical trials would delay market launch, increase our cash requirements, increase the volatility of our
stock price and result in additional operating losses.



Many factors could delay completion of our clinical trials, including without limitation:



| |  |  | slower than anticipated patient enrollment;
| | - |  | -------------------------------------------



| |  |  | difficulty in obtaining sufficient supplies of clinical trial materials; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | adverse events occurring during the clinical trials.
| | - |  | ----------------------------------------------------



14



---



In addition,
data obtained from preclinical and clinical activities are susceptible to different interpretations, which could delay, limit or prevent regulatory approval of our products. For example, some drugs that prolong the electrocardiographic QT interval
carry an increased risk of serious cardiac rhythm disturbances, or arrhythmias, while other drugs that prolong the QT interval do not carry an increased risk of arrhythmias. Small but statistically significant increases in the QT interval were
observed in clinical trials of Ranexa. However, the clinical significance of such changes remains unclear, and other clinical and preclinical data do not suggest that Ranexa significantly pre-disposes patients to arrhythmias. Regulatory authorities
such as the FDA may interpret these data differently, which could delay, limit or prevent regulatory approval of Ranexa.



Delays in approvals or rejections of marketing applications may be based upon many factors, including regulatory requests for additional
analyses, reports, data and/or studies, regulatory questions regarding data and results, changes in regulatory policy during the period of product development and/or the emergence of new information regarding our products or other products. For
example, the initial clinical trials with Ranexa used an immediate release formulation of Ranexa, while a sustained release formulation, which is the formulation intended for commercial use, was used in the Phase III MARISA and CARISA trials and
most other clinical trials conducted after 1997. Consequently, the NDA for Ranexa contains data from trials using two different formulations, which is subject to interpretation by the FDA. An unfavorable interpretation of these combined data could
delay or prevent regulatory approval. Similarly, as a routine part of the evaluation of any potential drug, clinical studies are generally conducted to assess the potential for drug-drug interactions that could impact potential product safety. While
we believe that the interactions between Ranexa and other drugs have been well characterized as part of our clinical development program, the data are subject to regulatory interpretation and an unfavorable interpretation could delay or prevent
regulatory approval. Furthermore, regulatory attitudes towards the data and results required to demonstrate safety and efficacy change over time and can be affected by many factors, including the emergence of new information (including on other
products), changing policies and agency funding, staffing and leadership. We cannot be sure whether future changes to the regulatory environment will be favorable or unfavorable to our business prospects.



We may be unable to maintain our proposed schedules for IND
applications and clinical protocol submissions to the FDA, initiations of clinical trials and completions of clinical trials, as a result of FDA regulatory action or other factors such as lack of funding or complications that may arise in any phase
of the clinical trial program.



Furthermore, even
if our clinical trials occur on schedule, the results may differ from those obtained in preclinical studies and earlier clinical trials. Clinical trials may not demonstrate sufficient safety or efficacy to obtain the necessary approvals.



If we are unable to satisfy governmental
regulations relating to the development of our drug candidates, we may be unable to obtain or maintain necessary regulatory approvals to commercialize our products.



The research, testing, manufacturing and marketing of drug products are subject to extensive regulation by
numerous regulatory authorities in the United States and other countries. Failure to comply with FDA or other applicable regulatory requirements may subject a company to administrative or judicially imposed sanctions. These include:



| |  |  | warning letters;
| | - |  | ----------------



| |  |  | civil penalties;
| | - |  | ----------------



| |  |  | criminal penalties;
| | - |  | -------------------



| |  |  | injunctions;
| | - |  | ------------



15



---



| |  |  | product seizure or detention;
| | - |  | -----------------------------



| |  |  | product recalls;
| | - |  | ----------------



| |  |  | total or partial suspension of manufacturing; and
| | - |  | -------------------------------------------------



| |  |  | FDA refusal to review or approve pending NDAs or supplements to approved NDAs.
| | - |  | ------------------------------------------------------------------------------



The process of obtaining FDA and other required regulatory approvals, including foreign approvals, often
takes many years and can vary substantially based upon the type, complexity and novelty of the products involved. Furthermore, this approval process is extremely expensive and uncertain. We may not be able to maintain our proposed schedules for the
submission of an NDA or foreign applications for any of our products. If we submit an NDA to the FDA for any of our products, the FDA must decide whether to either accept or reject the submission for filing. We cannot guarantee that any of our NDA
submissions will be accepted for filing and review by the FDA. We cannot guarantee that we will be able to respond to FDA review requests in a timely manner without delaying potential regulatory approval. We also cannot guarantee that any of our
products under development will be approved for marketing by the FDA or foreign regulatory authorities. Even if marketing approval of a product is granted, we cannot be certain that we will be able to obtain the labeling claims necessary or
desirable for the promotion of the product.



In
addition, the regulatory environment in which our regulatory submissions may be reviewed changes over time. For example, average review times at the FDA for marketing approval applications have fluctuated over the last 10 years, and we cannot
predict the review time for any of our submissions. In addition, review times at the FDA can be affected by a variety of factors, including federal budget and funding levels and statutory, regulatory and policy changes.



Even if we obtain a marketing approval, we may be required to
undertake post-marketing clinical trials or other risk management programs. In addition, identification of side effects or potential safety or dosing compliance issues after a drug is on the market or the occurrence of manufacturing-related problems
could cause or require subsequent withdrawal of approval, reformulation of the drug, additional preclinical testing or clinical trials, changes in labeling of the product, and/or additional regulatory approvals.



If we receive a marketing approval, we will also be subject to
ongoing FDA post-marketing obligations and continued regulatory review, such as continued safety reporting requirements. In addition, we or our third party manufacturers will be required to adhere to stringent federal regulations setting forth
current good manufacturing practices for pharmaceuticals, known as cGMP regulations. These regulations require, among other things, that we manufacture our products and maintain our records in a carefully prescribed manner with respect to
manufacturing, testing and quality control activities.



If we receive marketing approval and if any of our products or services become reimbursable by a government health care program, such as Medicare or Medicaid, we will become subject to certain federal and state health care fraud and
abuse and reimbursement laws. These laws include the federal Medicare and Medicaid Fraud and Abuse Act, False Claims Act, Prescription Drug Marketing Act, and Physician Self-Referral Law, and their
many state counterparts. If and when we become subject to such laws, our arrangements with third parties, including health care providers, physicians, vendors, distributors, wholesalers and Innovex, will need to comply with these laws, as
applicable. We do not know whether our existing or future arrangements will be found to be compliant. Violations of these statutes could result in substantial criminal and civil penalties and exclusion from governmental health care programs.



16



---



Our
products, even if approved by the FDA or foreign regulatory agencies, may not achieve market acceptance.



If any of our products, after receiving FDA or foreign regulatory approvals, fail to achieve market acceptance, our ability to become
profitable in the future will be adversely affected. We believe that market acceptance will depend on our ability to provide acceptable evidence of safety, efficacy and cost effectiveness. If the data from our programs do not provide this evidence,
market acceptance of our products will be adversely affected.



In addition, we believe that the level of market acceptance of our products will depend in part on our ability to obtain favorable labeling claims from regulatory authorities. Regulatory authorities have broad discretion in approving
the labeling for products. Approved labeling (if any) would have a direct impact on our marketing, promotional and sales programs. Unfavorable labeling would restrict our marketing, promotional and sales programs, which would adversely affect market
acceptance of our products.



If we are unable
to compete successfully in our market, it will harm our business.



Our ability to compete successfully in our market will directly affect the market acceptance of our products. The pharmaceutical and biopharmaceutical industries, and the market for cardiovascular drugs in particular, are
intensely competitive. If our products receive regulatory approvals, they will often compete with well-established, proprietary and generic cardiovascular therapies that have generated substantial sales over a number of years and are widely used by
health care practitioners. Even if our products have no direct competition, the promotional efforts for our products will have to compete against the promotional efforts of other products in order to be noticed by physicians and patients. Moreover,
the level of promotional effort in the pharmaceutical and biopharmaceutical markets has increased substantially. Market acceptance of our products will be affected by the level of promotional effort that we are able to provide for our products. We
cannot assure you that the level of promotional effort that we will be able to provide for our products will be sufficient to obtain market acceptance of those products.



In addition, we are aware of companies that are developing products that may compete in the same markets as
our products. There may also be potentially competitive products of which we are not aware. Many of these potential competitors may have substantially greater product development capabilities and financial, scientific, marketing and sales resources.
Other companies may succeed in developing products earlier or obtain approvals from regulatory authorities more rapidly than either we or our corporate partners are able to achieve. Potential competitors may also develop products that are safer,
more effective or have other potential advantages compared to those under development or proposed to be developed by us and our corporate partners. In addition, research and development by others could render our technology or our products obsolete
or non-competitive.



Failure to obtain
adequate reimbursement from government health administration authorities, private health insurers and other organizations could materially adversely affect our future business, results of operations and financial condition.



Our ability and the ability of our existing and future
corporate partners to market and sell our products will depend in part on the extent to which reimbursement for the cost of our products and related treatments will be available from government health administration authorities, private health
insurers and other organizations. Third party payers and governmental health administration authorities are increasingly attempting to limit and/or regulate the price of medical products and services, especially branded prescription drugs.



Significant uncertainty exists as to the
reimbursement status of newly approved health care products. In addition, for sales of our products in Europe, we will be required to seek reimbursement approvals on a country-by-country basis. We cannot be certain that any products approved for
marketing will be considered cost effective, that reimbursement will be available, or that allowed reimbursement will be adequate. In addition, payers reimbursement policies could adversely affect our or any corporate partners ability to
sell our products on a profitable basis.



17



---



We have no
marketing or sales experience, and if we are unable to enter into or maintain collaborations with marketing partners or if we are unable to develop our own sales and marketing capability, we may not be successful in commercializing our products.



We currently have no sales or distribution
capability and only limited marketing capability. As a result, we depend on collaborations with third parties, such as Innovex, Biogen and Fujisawa, which have established distribution systems and direct sales forces. To the extent that we enter
into co-promotion or other licensing arrangements, our revenues will depend upon the efforts of third parties, over which we have little control. For instance, we have entered into agreements under which Biogen is responsible for worldwide marketing
and sales of any product that results from the Adentriprogram, and Fujisawa is responsible for marketing and
sales of CVT-3146 in North America. In addition, under our sales and marketing services agreement with Innovex with respect to Ranexa, Innovex will market and sell Ranexa in the United States using a dedicated sales force if and when the FDA
approves the marketing of Ranexa. Our successful commercialization of Ranexa depends on Innovex performing its contractual obligations, and the level of success will depend at least in part on Innovexs efforts. Quintiles, Innovexs parent
corporation, has announced that Quintiles has signed a merger agreement with Pharma Services Holdings, Inc. This pending merger and any necessary associated approvals may cause Quintiles to experience some disruptions to its business. Any disruption
to Quintiles or Innovexs business may impair or delay Innovexs ability to commercialize Ranexa.



If we are unable to reach and maintain agreement with one or more partners, we may be required to market our products directly. We may
elect to establish our own specialized sales force and marketing organization to market our products to cardiologists. In order to do this, we would have to develop a marketing and sales force with technical expertise and with supporting
distribution capability. Developing a marketing and sales force is expensive and time consuming and could delay any product launch. We cannot be certain that we will be able to develop this capacity.



If we are unable to attract and retain collaborators,
licensors and licensees, the development of our products could be delayed and our future capital requirements could increase substantially.



We may not be able to retain current or attract new corporate and academic collaborators, licensors, licensees and others. Our business
strategy requires us to enter into various arrangements with these parties, and we are dependent upon the success of these parties in performing their obligations. If we fail to obtain and maintain these arrangements, the development and/or
commercialization of our products would be delayed. We may be unable to proceed with the development, manufacture or sale of products or we might have to fund development of a particular product candidate internally. If we have to fund the
development and commercialization of substantially all of our products internally, our future capital requirements will increase substantially.



The collaborative arrangements that we may enter into in the future may place responsibility on the collaborative partner for preclinical
testing and clinical trials, manufacturing and preparation and submission of applications for regulatory approval of potential pharmaceutical products. We cannot control the amount and timing of resources that our collaborative partners devote to
our programs. If a collaborative partner fails to successfully develop or commercialize any product, product launch would be delayed. In addition, our collaborators may pursue competing technologies or product candidates.



Under our collaborative arrangements, we or our collaborative
partners may also have to meet performance milestones. If we fail to meet our obligations under our collaborative arrangements, our collaborators could terminate their arrangements or we could lose our rights to the compounds under development. For
example, under our agreement with Innovex, we are required to launch the product by a specific date. If we fail to reach this milestone, Innovex will no longer be obligated to provide sales and marketing services for Ranexa. Under our agreement with
Fujisawa, we are responsible for development activities and must meet development milestones in order to receive development milestone payments. Under our agreement with Biogen, in order for us to receive development milestone payments, Biogen must
meet development milestones. Under our license agreement with Syntex for Ranexa, we are required to use commercially reasonable efforts to develop and commercialize ranolazine for angina, and have related milestone payment obligations.



18



---



In addition,
collaborative arrangements in our industry are extremely complex, particularly with respect to intellectual property rights, financial provisions, and other provisions such as the parties respective rights with respect to decision making.
Disputes may arise in the future with respect to these issues, such as the ownership of rights to any technology developed with or by third parties. These and other possible disagreements between us and our collaborators could lead to delays in the
collaborative research, development or commercialization of product candidates. These disputes could also result in litigation or arbitration, which is time consuming, expensive and uncertain.



We expect to continue to operate at a loss and may never
achieve profitability.



We cannot be certain
that we will ever achieve and sustain profitability. Since our inception, we have been engaged in research and development activities. We have generated no product revenues. As of March 31, 2003, we had an accumulated deficit of $339.3 million. The
process of developing and commercializing our products requires significant additional research and development, preclinical testing and clinical trials, as well as regulatory approvals and marketing and sales efforts. These activities, together
with our general and administrative expenses, are expected to result in operating losses for the foreseeable future. Even if we are able to obtain marketing approvals and generate product revenues, we may not achieve profitability.



If we are unable to secure additional financing, we may be
unable to complete our research and development activities or successfully commercialize any products.



We may require substantial additional funding in order to complete our research and development activities and commercialize any of our
products. In the past, we have financed our operations primarily through the sale of equity and debt securities, payments from our collaborators, equipment and leasehold improvement financing and other debt financing. We have generated no product
revenue and do not expect to do so until we receive marketing approval and launch one of our products, if at all. We believe that our existing resources, projected interest income and future payments, if any, from our collaboration arrangements,
will be sufficient to meet our operating and capital requirements for at least the next 24 months. However, we may require additional funding prior to that time.



Our need for additional funding will depend on many factors, including:



| |  |  | the amount of revenue, if any, that we are able to obtain from any approved products, and the time and costs required to achieve those revenues;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing, scope and results of preclinical studies and clinical trials;
| | - |  | -------------------------------------------------------------------------



| |  |  | the size and complexity of our programs;
| | - |  | ----------------------------------------



| |  |  | the time and costs involved in obtaining regulatory approvals;
| | - |  | --------------------------------------------------------------



| |  |  | the cost of launching our products;
| | - |  | -----------------------------------



| |  |  | the costs of commercializing our products, including marketing, promotional and sales costs;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | the cost of manufacturing or obtaining preclinical, clinical and commercial materials;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | our ability to establish and maintain corporate partnerships;
| | - |  | -------------------------------------------------------------



| |  |  | competing technological and market developments;
| | - |  | ------------------------------------------------



19



---



| |  |  | the costs involved in filing, prosecuting and enforcing patent claims; and
| | - |  | --------------------------------------------------------------------------



| |  |  | scientific progress in our research and development programs.
| | - |  | -------------------------------------------------------------



Additional financing may not be available on acceptable terms or at all. If we are unable to raise additional funds, we may, among other
things:



| |  |  | have to delay, scale back or eliminate some or all of our research and/or development programs;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | have to delay, scale back or eliminate some or all of our commercialization activities;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | lose rights under existing licenses;
| | - |  | ------------------------------------



| |  |  | have to relinquish more of, or all of, our rights to product candidates on less favorable terms than we would otherwise seek; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | be unable to operate as a going concern.
| | - |  | ----------------------------------------



If additional funds are raised by issuing equity securities, our existing stockholders will experience dilution. There may be additional
factors that could affect our need for additional financing. Many of these factors are not within our control.



If we are unable to effectively protect our intellectual property, we may be unable to complete development of any products and we may
be put at a competitive disadvantage; and if we are involved in an intellectual property rights dispute, we may not prevail and may be subject to significant liabilities or required to license rights from a third party.



Our success will depend to a significant degree on our
ability to:



| |  |  | obtain patents and licenses to patent rights;
| | - |  | ---------------------------------------------



| |  |  | maintain trade secrets;
| | - |  | -----------------------



| |  |  | obtain trademarks; and
| | - |  | ----------------------



| |  |  | operate without infringing on the proprietary rights of others.
| | - |  | ---------------------------------------------------------------



However, in general we cannot be certain that patents will issue from any of our pending or future patent
applications, that any issued patent will not be lost through an interference or opposition proceeding, reexamination request, infringement litigation or otherwise, that any issued patent will be sufficient to protect our technology and investments,
or that we will be able to obtain any extensions of patents beyond the initial term.



Although United States patent applications are now published 18 months after their filing date, as provided by federal legislation enacted in 1999, this statutory change applies only to applications
filed on or after November 29, 2000. Applications filed in the United States prior to this date are maintained in secrecy until a patent issues. As a result, we can never be certain that others have not filed patent applications for technology
covered by our pending applications or that we were the first to invent the technology. There may be third party patents, patent applications, trademarks and other intellectual property relevant to our compounds, products, services and technology
which are not known to us and that block or compete with our compounds, products, services or technology.



Competitors may have filed applications for, or may have received or in the future may receive, patents, trademarks and/or other
proprietary rights relating to compounds, products, services or technology that block or compete with ours. We may have to participate in interference proceedings declared by the Patent and Trademark Office. These proceedings determine the priority
of invention and, thus, the right to a patent for the technology in the United States. We may also become involved in opposition proceedings in connection with foreign patent filings. In addition, litigation may be necessary to enforce any patents
or trademarks issued to us, or to determine the scope and validity of the proprietary rights of third parties. Litigation, interference and opposition proceedings, even if they are successful, are expensive, time-consuming and risky to pursue, and
we could use a substantial amount of our limited financial resources in either case.



20



---



Just as it is
important to protect our proprietary rights, we also must not infringe patents or trademarks of others that might cover our compounds, products, services or technology. If third parties own or have proprietary rights to technology or other
intellectual property that we need in our product development and commercialization efforts, we will need to obtain a license to those rights. We cannot assure you that we will be able to obtain such licenses on economically reasonable terms. If we
fail to obtain any necessary licenses, we may be unable to complete product development and commercialization.



We also rely on proprietary technology including trade secrets to develop and maintain our competitive position. Although we seek to
protect all of our proprietary technology, in part by confidentiality agreements with employees, consultants, collaborators, advisors and corporate partners, these agreements may be breached. We cannot assure you that the parties to these agreements
will not breach them or that these agreements will provide meaningful protection or adequate remedies in the event of unauthorized use or disclosure of our proprietary technology. We may not have adequate remedies to protect our proprietary
technology including trade secrets. As a result, third parties may gain access to our trade secrets and other proprietary technology, or our trade secrets and other proprietary technology may become public. In addition, it is possible that our
proprietary technology will otherwise become known or be discovered independently by our competitors.



In addition, we may also become subject to claims that we are using trade secrets of others without having the right to do so. Such claims
can result in litigation, which can be expensive, time-consuming and risky to defend.



Litigation and disputes related to intellectual property are widespread in the biopharmaceutical industry. Although no third party has asserted a claim of infringement against us, we cannot assure you
that third parties will not assert patent or other intellectual property infringement claims against us with respect to our compounds, products, services, technology or other matters. If they do, we may not prevail and, as a result, may be subject
to significant liabilities to third parties, may be required to license the disputed rights from the third parties or may be required to cease using the technology or developing or selling the compounds or products. We may not be able to obtain any
necessary licenses on economically reasonable terms, if at all. Any intellectual property-related claims against us, with or without merit, as well as claims initiated by us against third parties, can be time-consuming and expensive to defend or
prosecute.



We have no manufacturing
experience and will depend on third parties to manufacture our products.



We do not currently operate manufacturing facilities for clinical or commercial production of our products under development. We have no experience in manufacturing and currently lack the resources or
capability to manufacture any of our products on a clinical or commercial scale. As a result, we are dependent on corporate partners, licensees or other third parties for the manufacturing of clinical and commercial scale quantities of all of our
products.



For example, we have entered into
several agreements with third party manufacturers relating to Ranexa, including for commercial scale or scale-up of bulk active pharmaceutical ingredient, tableting, packaging and supply of a raw material component of the product. However, the
commercial launch of Ranexa is dependent on these third party arrangements, and could be affected by any delays or difficulties in performance. In addition, because we have used different manufacturers for elements of the Ranexa supply chain in
different clinical trials and for potential commercial supply prior to FDA approval of Ranexa, in order to obtain marketing approval we will be required to demonstrate to the FDAs satisfaction the bioequivalence or therapeutic equivalence of
the multiple sources of Ranexa used in our clinical trials to the product to be commercially supplied. An unfavorable regulatory interpretation by the FDA could delay or prevent regulatory approval for the product.



21



---



Furthermore,
we and our third party manufacturers and clinical testing sites must pass preapproval inspections of facilities by the FDA and corresponding foreign regulatory authorities before obtaining marketing approvals. In addition, manufacturing facilities
are subject to periodic inspection by the FDA and foreign regulatory authorities. We cannot guarantee that any such inspections will not result in compliance issues that could prevent or delay marketing approval, or require us to expend money or
other resources to correct. In addition, drug product manufacturing facilities in California must be licensed by the State of California, and other states may have comparable requirements. We cannot assure you that we will be able to obtain such
licenses.



Our business depends on certain key
personnel, the loss of whom could weaken our management team, and on attracting and retaining qualified personnel.



The growth of our business and our success depends in large part on our ability to attract and retain key management, research and
development, sales and marketing and other operating and administrative personnel. We cannot assure you that we will be able to attract and retain the qualified personnel or develop the expertise in these areas as needed for our business. Our
ability to attract and retain key employees in a competitive recruiting environment is dependent on our ability to offer competitive compensation packages, which typically include stock option grants. Current and proposed changes in laws,
regulations, corporate governance standards, listing requirements and accounting treatments regarding stock options may limit or impair our ability to attract and retain key personnel. Although we have entered into executive severance agreements and
have a severance plan as well, we have not entered into any employment agreements with key executives. The loss of the services of one or more members of these groups or the inability to attract and retain additional personnel and develop expertise
as needed could limit our ability to develop and commercialize our existing drugs and future drug candidates. Such persons are in high demand and often receive competing employment offers.



Our failure to manage our rapid growth could harm our business.



We have experienced rapid growth and expect to continue to
expand our operations over time. As we prepare for the commercialization of Ranexa, continue to conduct clinical trials for our product candidates and expand our drug discovery efforts, we have added personnel in many areas, including operations,
marketing, regulatory, clinical, finance and information systems. We may not manage this growth effectively, which would harm our business and cause us to incur higher operating costs. If rapid growth continues, it may strain our operational,
managerial and financial resources.



Our
operations involve hazardous materials, which could subject us to significant liability.



Our research and development and manufacturing activities involve the controlled use of hazardous materials, including hazardous chemicals, radioactive materials and pathogens, and the generation of
waste products. Accordingly, we are subject to federal, state and local laws governing the use, handling and disposal of these materials. We may have to incur significant costs to comply with additional environmental and health and safety
regulations in the future. Although we believe that our safety procedures for handling and disposing of hazardous materials comply in all material respects with regulatory requirements, we cannot eliminate the risk of accidental contamination or
injury from these materials. In the event of an accident or environmental discharge, we may be held liable for any resulting damages, which may exceed our financial resources and may materially adversely affect our business, financial condition and
results of operations. Although we believe that we are in compliance in all material respects with applicable environmental laws and regulations, there can be no assurance that we will not be required to incur significant costs to comply with
environmental laws and regulations in the future. There can also be no assurance that our operations, business or assets will not be materially adversely affected by current or future environmental laws or regulations.



22



---



We may be
subject to product liability claims if our products harm people, and we have only limited product liability insurance.



The manufacture and sale of human drugs and other therapeutic products involve an inherent risk of product liability claims and associated
adverse publicity. We currently have only limited product liability insurance for clinical trials and no commercial product liability insurance. We do not know if we will be able to maintain existing or obtain additional product liability insurance
on acceptable terms or with adequate coverage against potential liabilities. This type of insurance is expensive and may not be available on acceptable terms or at all. If we are unable to obtain or maintain sufficient insurance coverage on
reasonable terms or to otherwise protect against potential product liability claims, we may be unable to commercialize our products. A successful product liability claim brought against us in excess of our insurance coverage, if any, may require us
to pay substantial amounts. This could adversely affect our cash position and results of operations.



Our insurance policies are expensive and protect us only from some business risks, which will leave us exposed to significant,
uninsured liabilities.



We do not carry
insurance for all categories of risk that our business may encounter. For example, we do not carry earthquake insurance. In the event of a major earthquake in our region, our business could suffer significant and uninsured damage and loss. In
addition, the premiums for our insurance policies have increased significantly in recent years. For example, the premiums for our directors and officers insurance policy have increased significantly. If insurance premiums continue to
increase, we may not be able to maintain our current levels of insurance in the future. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our cash position and results of operations.



If the market price of our stock continues to
be highly volatile, the value of an investment in our common stock may decline.



Within the last 12 months, our common stock has traded between $15.36 and $28.78. The market price of the shares of common stock for our company has been and may continue to be highly volatile.
Announcements may have a significant impact on the market price of our common stock. These announcements may include:



| |  |  | results of our clinical trials and preclinical studies, or those of our corporate partners or our competitors;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | negative regulatory actions with respect to our new products or regulatory approvals with respect to our competitors new products;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | achievement of other research or development milestones, such as completion of enrollment of a clinical trial or making a regulatory filing;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our operating results;
| | - |  | ----------------------



| |  |  | developments in our relationships with corporate partners;
| | - |  | ----------------------------------------------------------



| |  |  | developments affecting our corporate partners;
| | - |  | ----------------------------------------------



| |  |  | government regulations, reimbursement changes and governmental investigations or audits related to us or to our products;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in regulatory policy or interpretation;
| | - |  | -----------------------------------------------



| |  |  | developments related to our patents or other proprietary rights or those of our competitors;
| | - |  | --------------------------------------------------------------------------------------------



23



---



| |  |  | changes in the ratings of our stock by securities analysts;
| | - |  | -----------------------------------------------------------



| |  |  | operating results or other developments below the expectations of public market analysts and investors;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | market conditions for biopharmaceutical or biotechnology stocks in general; and
| | - |  | -------------------------------------------------------------------------------



| |  |  | general economic and market conditions.
| | - |  | ---------------------------------------



In addition, if we fail to reach an important research, development or commercialization milestone or result by a publicly expected
deadline, even if by only a small margin, there could be a significant impact on the market price of our common stock. For example, in January 2001, we announced that additional patients would need to be enrolled in our Phase III CARISA trial of
Ranexa to meet a protocol requirement, thereby delaying completion of enrollment of the trial by a number of months. The price of our common stock decreased significantly after this announcement.



The stock market has from time to time experienced extreme
price and volume fluctuations, which have particularly affected the market prices for emerging biotechnology and biopharmaceutical companies, and which have often been unrelated to their operating performance. These broad market fluctuations may
adversely affect the market price of our common stock. In addition, sales of substantial amounts of our common stock in the public market could lower the market price of our common stock.



Provisions of Delaware law and in our charter, by-laws and our rights plan may prevent or frustrate any
attempt by our stockholders to replace or remove our current management and may make the acquisition of our company by another company more difficult.



In February 1999, our board of directors adopted a stockholder rights plan, which was amended in July 2000 to lower the triggering
ownership percentage and increase the exercise price. In addition, in February 1999, our board of directors authorized executive severance benefit agreements for certain executives in the event of a change of control. We entered into these severance
agreements with these executives. Subsequently, in November 2002 the board approved additional as well as amended executive severance agreements and a severance plan. Our rights plan and these severance arrangements may delay or prevent a change in
our current management team and may render more difficult an unsolicited merger or tender offer.



The following provisions of our Amended and Restated Certificate of Incorporation, as amended, and our by-laws, may have the effects of delaying or preventing a change in our current management and
making the acquisition of our company by a third party more difficult: our board of directors is divided into three classes with approximately one third of the directors to be elected each year, necessitating the successful completion of two proxy
contests in order for a change in control of the board to be effected; any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of the stockholders and may not be effected by a
consent in writing; advance written notice is required for a stockholder to nominate a person for election to the board of directors and for a stockholder to present a proposal at any stockholder meeting; directors may be removed only for cause by a
vote of a majority of the stockholders and vacancies on the board of directors may only be filled by a majority of the directors in office. In addition, our board of directors has the authority to issue up to 5,000,000 shares of preferred stock
without stockholders approval, which also could make it more difficult for stockholders to replace or remove our current management and for another company to acquire us. We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, an anti-takeover law, which could delay a merger, tender offer or proxy contest or make a similar transaction more difficult. In general, the statute prohibits a publicly held Delaware corporation from engaging in a business
combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.



24



---



Our
indebtedness and debt service obligations may adversely affect our cash flow, cash position and stock price.



In March 2000, we sold $196.3 million aggregate principal amount of 4.75% convertible subordinated notes due in March 2007. Our annual
debt service obligation on these notes is approximately $9.3 million per year in interest payments. We intend to fulfill our debt service obligations from our existing cash and investments. In the future, if we are unable to generate cash or raise
additional cash through financings sufficient to meet these obligations and need to use existing cash or liquidate investments in order to fund these obligations, we may have to delay or curtail research and development programs.



The notes are convertible, at the option of the holder, into
shares of our common stock at a conversion price of $63.84 per share, subject to adjustment in certain circumstances. We have reserved 3,074,091 shares of authorized common stock for issuance upon conversion of the notes. If the notes are converted
into shares of our common stock, our existing stockholders will experience immediate dilution and our common stock price may be subject to significant downward pressure. If the notes are not converted into shares of our common stock before the
maturity date of the notes, we will have to pay the note holders the full aggregate principal amount of the notes then outstanding. Any such payment would have a material adverse effect on our cash position. Alternatively, we might need to try to
modify the note terms in ways that could be dilutive to our stockholders.



We may add additional lease lines to finance capital expenditures and/or may obtain additional long-term debt and lines of credit. If we issue other debt securities in the future, our debt service obligations will increase
further.



Our indebtedness could have significant
additional negative consequences, including:



| |  |  | requiring the dedication of a substantial portion of our expected cash flow to service our indebtedness, thereby reducing the amount of our expected cash flow
available for other purposes, including funding our research and development programs and other capital expenditures;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increasing our vulnerability to general adverse economic conditions;
| | - |  | --------------------------------------------------------------------



| |  |  | limiting our ability to obtain additional financing; and
| | - |  | --------------------------------------------------------



| |  |  | placing us at a possible competitive disadvantage to less leveraged competitors and competitors that have better access to capital resources.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



Item 3.    Market Risk



Our exposure to market rate risk for
changes in interest rates relates primarily to our investment portfolio and our long-term debt. We do not use derivative financial instruments in our investment portfolio. We place our investments with high quality issuers and, by policy, limit the
amount of credit exposure to any one issuer. We are averse to principal loss and strive to ensure the safety and preservation of our invested funds by limiting default, market and reinvestment risk. We classify our cash equivalents and marketable
securities as fixed-rate if the rate of return on such instruments remains fixed over their term. These fixed-rate investments include U.S. government securities, commercial paper, asset backed securities, corporate bonds,
and foreign bonds. Fixed-rate securities may have their fair market value adversely affected due to a rise in interest rates and we may suffer losses in principal if forced to sell securities that have declined in market value due to a change in
interest rates. We classify our cash equivalents and marketable securities as variable-rate if the rate of return on such investments varies based on the change in a predetermined index or set of indices during their term.



Our long-term debt includes $196,250,000 of 4.75% convertible
subordinated notes due March 7, 2007. Interest on the notes is fixed and payable semi-annually on March 7thand
September 7theach year. The notes are convertible into shares of our common stock at any time prior to maturity,
unless previously redeemed or repurchased, subject to adjustment in certain events. The market value of our long-term-debt will fluctuate with movements of interest rates and with movements in the value of our common stock.



25



---



Item
4.    Controls and Procedures



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and utilized, can provide only reasonable
assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating disclosure controls and procedures.



Within 90 days of the filing of this report, our Chief Executive Officer and our Chief Financial Officer,
with the participation of our management, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective. Since the date of that evaluation, there have been no significant changes in our internal controls or in other factors that could significantly affect the internal controls.



PART II.    OTHER INFORMATION



Item 6.    Exhibits and Reports on
Form 8-K



| | (a) |  | Exhibits required by Item 601 of Regulation S-K
| | --- |  | -----------------------------------------------



|Exhibit Number |  |                                                                                                                                                                                                           
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1            |  | Warrant to Purchase Shares of Common Stock dated April 1, 2003 issued to The Wheatley Family Limited Partnership dba
Matadero Creek, successor in interest to Jack R. Wheatley dba Matadero Creek.        
|              
|10.62          |  | Fourth Amendment to Lease, dated as of April 1, 2003, between the Registrant and The Wheatley Family Limited
Partnership dba Matadero Creek, successor in interest to Jack R. Wheatley dba Matadero Creek.



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



CV Therapeutics filed current reports on Form 8-K with the Commission:



| |  |  | On January 3, 2003, with respect to a press release dated December 30, 2003 announcing that the Registrant had submitted a new application (NDA) for Ranexa
(ranolazine) to the U.S. Food and Drug Administration seeking approval of Ranexa for the treatment of chronic angina.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On January 21, 2003, with respect to a press release dated January 17, 2003 announcing that in a recent preclinical study, Ranexa (ranolazine) was shown both to
terminate and to suppress ventricular tachycardias.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



---



| |  |  | On January 31, 2003, with respect to the sale of 378,089 shares of the Registrants common stock to Acqua Wellington North American Equities Fund, Ltd.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On February 19, 2003, with respect to a press release dated February 19, 2003 announcing certain financial results for the financial quarter and full year ended
December 31, 2002.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On March 5, 2003, with respect to a press release dated March 5, 2003 announcing that the U.S. Food and Drug Administration has accepted the Registrants new
drug application for Ranexa (ranolazine) for filing.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On March 18, 2003, with respect to a press release dated March 18, 2003 announcing that the Registrant received a Notice of Allowance and two newly issued patents
from the United States Patent and Trademark Office which grant the Registrant additional issued claims related to its lead proprietary compound, Ranexa (ranolazine).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On March 24, 2003, with respect to the sale of 700,000 shares of the Registrants common stock to Acqua Wellington North American Equities Fund, Ltd.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On April 1, 2003, with respect to a press release dated April 1, 2003 announcing that angina patients with diabetes who participated in the CARISA (Combination
Assessment of Ranolazine in Stable Angina) trial showed a similar increase in symptom-limited exercise duration and a similar adverse event profile as angina patients without diabetes.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On April 8, 2003, with respect to the termination on April 4, 2003 of the Amended and Restated Common Stock Purchase Agreement, effective as of August 7, 2000, by
and between the Registrant and Acqua Wellington North American Equities Fund, Ltd.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On April 16, 2003, with respect to a press release dated April 16, 2003 announcing certain financial results for the financial quarter ended March 31, 2003.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



27



---



SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized.



|                    |  |  |  | CV THERAPEUTICS, INC.
|------------------- |  |  |  | ---------------------
|                   
|Date:  May 14, 2003 |  |  |  | By:                  
|                    |  |  |  |                      
|                   
|Date:  May 14, 2003 |  |  |  | By:                  
|                    |  |  |  |                      



28



---

CERTIFICATIONS



I, Louis G. Lange, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of CV Therapeutics, Inc.;
|-- |  | ----------------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the equivalent function):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date:    May 14, 2003



|                                                   
|---------------------------------------------------
|/s/    LOUIS G. LANGE, M.D.,
PH.D.                 
|Louis G. Lange, M.D., Ph.D. Chief Executive Officer



29



---



I, Daniel K. Spiegelman,
certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of CV Therapeutics, Inc.;
|-- |  | ----------------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the equivalent function):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date:    May 14, 2003



|                                            
|--------------------------------------------
|/s/    DANIEL K.
SPIEGELMAN                 
|Daniel K. Spiegelman Chief Financial Officer



30