<PAGE>

                         PROMISSORY NOTE

$10,000,000                                      May 5, 1999

     FOR  VALUE  RECEIVED,  CV  THERAPEUTICS,  INC.,  a  Delaware
corporation ("Borrower"), hereby promises to pay to the order  of
QUINTILES  TRANSNATIONAL  CORP.,  a  North  Carolina  corporation
("Lender"),  in lawful money of the United States of  America  in
immediately  available funds, the principal sum  of  Ten  Million
Dollars ($10,000,000) or, if less, the aggregate unpaid principal
amount  of  all  Advances (as defined below) made  by  Lender  to
Borrower  pursuant  to  the Loan Agreement  (as  defined  below),
together  with accrued and unpaid interest thereon, on  the  Pre-
Approval Maturity Date.  The interest shall accrue on the  unpaid
principal  amount of each Advance at the rates and in the  manner
provided  in the Loan Agreement.  Payment of this Note  shall  be
made as provided in the Loan Agreement.  Borrower may prepay this
Note in full or in part at any time without penalty.  Capitalized
terms  used  but  not  defined herein  shall  have  the  meanings
ascribed to them in the Loan Agreement.

     Each  Advance  made by Lender to Borrower, and all  payments
made on account of the principal amount hereof, shall be recorded
by  Lender  and endorsed on the grid attached hereto which  is  a
part  of  this  Note.   Failure to so  record  and  endorse  such
Advances  and  payments,  however, shall  not  affect  Borrower's
obligations in respect of such Advances.

     This  Note is the Pre-Approval Note referenced in  the  Loan
Agreement  between Borrower and Lender dated as of  the  date  of
this  Note  (as same may be amended from time to time, the  "Loan
Agreement"), and is entitled to the benefits thereof.   The  Loan
Agreement,  among other things, (i) provides for  the  making  of
certain  Pre-Approval Advances ("Advances") by Lender to Borrower
from  time  to time, the indebtedness of Borrower resulting  from
each  such  Advance  being a principal amount evidenced  by  this
Note,  (ii)  provides that this Note is secured by, and  Borrower
has  granted a security interest in, certain of its assets as set
forth  in  that certain Security Agreement, dated as of the  same
date  as  this  Note,  and  (iii) provides  that,  under  certain
circumstances  set forth in Section 2.07 of the  Loan  Agreement,
Lender  may convert the outstanding principal balance of and  all
accrued  interest on this Note, in whole or in part, into  shares
of  Common  Stock in accordance with the provisions of  the  Loan
Agreement.

     In  case  an Event of Default shall occur and be continuing,
the  unpaid  principal amount of, and accrued interest  on,  this
Note may be declared to be due and payable in the manner and with
the effect provided in the Loan Agreement.

     Borrower hereby waives presentment, demand, notice,  protest
and  all  other  demands  and  notices  in  connection  with  the
delivery, acceptance, performance and enforcement of this Note.

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               Signature Page to Pre-Approval Note

     This  Note  shall be governed by and construed in accordance
with  the  law  of the State of Delaware without  regard  to  the
conflicts of law rules of such state.

                                BORROWER:

                                CV THERAPEUTICS, INC.

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

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               ADVANCES AND PAYMENTS OF PRINCIPAL

        Date      Amount     Amount of       Unpaid    Notation
                    of       Principal     Principal    Made By
                 Advance      Paid or       Balance
                              Prepaid