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                      CV THERAPEUTICS, INC.

                  Summary of Rights to Purchase
                        Preferred Shares





     On   February  2,  1999,  the  Board  of  Directors  of   CV
Therapeutics,  Inc. (the "Company") declared a  dividend  of  one
preferred  share purchase right (a "Right") for each  outstanding
share  of  common stock, par value $.001 per share  (the  "Common
Shares"),  of  the  Company.  The dividend was  effective  as  of
February  23,  1999  (the  "Record Date")  with  respect  to  the
stockholders  of  record on that date.   On July  19,  2000,  the
Rights  were amended, and this Summary sets forth the  Rights  as
amended.


     The  Rights  will  attach to new Common Shares issued  after
the  Record Date.  Each Right entitles the registered  holder  to
purchase  from  the  Company  one one-hundredth  of  a  share  of
Series  A  Junior Participating Preferred Stock, par value  $.001
per share (the "Preferred Shares"), of the Company at a price  of
$500.00 per one one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment.  Each Preferred Share is designed
to  be  the  economic  equivalent  of  100  Common  Shares.   The
description  and terms of the Rights are set forth in  the  First
Amended and Restated Rights Agreement, dated as of July 19,  2000
(the  "Rights  Agreement"), between the Company and  Wells  Fargo
Bank Minnesota, N.A. (the "Rights Agent").

Detachment and Transfer of Rights

     Initially,  the  Rights  will  be  evidenced  by  the  stock
certificates representing Common Shares then outstanding, and  no
separate  Right  Certificates will  be  distributed.   Until  the
earlier  to occur of (i) a public announcement that a  person  or
group  of  affiliated  or  associated  persons,  has  become   an
"Acquiring  Person"  (as  such term  is  defined  in  the  Rights
Agreement)  or (ii) 10 business days (or such later date  as  the
Board   may   determine)  following  the  commencement   of,   or
announcement of an intention to make, a tender offer or  exchange
offer  which  would  result  in the beneficial  ownership  by  an
Acquiring Person of 15% or more of the outstanding Common  Shares
(the earlier of such dates being called the "Distribution Date"),
the  Rights will be evidenced, with respect to any of the  Common
Share  certificates outstanding as of the Record  Date,  by  such
Common Share certificate.  In general, an "Acquiring Person" is a
person, the affiliates or associates of such person, or a  group,
which  has  acquired beneficial ownership of 15% or more  of  the
outstanding Common Shares.

     The  Rights  Agreement provides that, until the Distribution
Date  (or  earlier redemption or expiration of the  Rights),  the
Rights will be transferable with and only with the Common Shares.
Until  the Distribution Date (or earlier redemption or expiration
of  the  Rights), new Common Share certificates issued after  the
Record  Date upon transfer or new issuance of Common Shares

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will contain a notation incorporating  the  Rights Agreement   by
reference.  Until the Distribution Date (or earlier redemption or
expiration  of  the  Rights) the surrender  or  transfer  of  any
certificates for Common Shares outstanding as of the Record Date,
even  without such notation or a copy of this Summary  of  Rights
being attached thereto, will also constitute the transfer of  the
Rights  associated  with the Common Shares  represented  by  such
certificate.   As soon as practicable following the  Distribution
Date,   separate  certificates  evidencing  the  Rights   ("Right
Certificates") will be mailed to holders of record of the  Common
Shares  as of the close of business on the Distribution Date  and
such separate Right Certificates alone will evidence the Rights.

Exercisability of Rights

     The  Rights are not exercisable until the Distribution Date.
The Rights will expire on February 1, 2009 (the "Final Expiration
Date"),  unless the Final Expiration Date is extended  or  unless
the  Rights are earlier redeemed or exchanged by the Company,  in
each  case  as described below.  Until a Right is exercised,  the
holder thereof, as such, will have no rights as a stockholder  of
the Company, including, without limitation, the right to vote  or
to receive dividends.

     The  Purchase  Price  payable, and the number  of  Preferred
Shares or other securities or property issuable or payable,  upon
exercise  of  the Rights are subject to adjustment from  time  to
time  to prevent dilution.  The number of outstanding Rights  and
the  number  of one one-hundredths of a Preferred Share  issuable
upon exercise of each Right are also subject to adjustment in the
event  of  a stock split of the Common Shares or a stock dividend
on  the  Common Shares payable in Common Shares, or subdivisions,
consolidations or combinations of the Common Shares occurring, in
any  such  case,  prior to the Distribution Date.   With  certain
exceptions, no adjustment in the Purchase Price will be  required
until cumulative adjustments require an adjustment of at least 1%
in  such Purchase Price.  No fractional Preferred Shares will  be
issued (other than fractions which are integral multiples of  one
one-hundredth of a Preferred Share, which may, at the election of
the  Company, be evidenced by depositary receipts)  and  in  lieu
thereof,  an adjustment in cash will be made based on the  market
price  of  the Preferred Shares on the last trading day prior  to
the date of exercise.

Terms of Preferred Shares

     Preferred  Shares purchasable upon exercise  of  the  Rights
will not be redeemable.  Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment of $l per share
but  will  be entitled to an aggregate dividend of 100 times  the
dividend declared per Common Share.  In the event of liquidation,
the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share  but  will  be
entitled  to  an aggregate payment of 100 times the payment  made
per  Common  Share.  Each Preferred Share will  have  100  votes,
voting together with the Common Shares.  Finally, in the event of
any  merger,  consolidation or other transaction in which  Common
Shares  are  exchanged, each Preferred Share will be entitled  to
receive  100  times the amount received per Common Share.   These
rights  are  protected  by  customary  anti-dilution  provisions.
Because   of  the  nature  of  the

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Preferred  Shares'  dividend,
liquidation and voting rights, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise  of  each
Right  should  approximate the value of one  Common  Share.   The
Preferred  Shares would rank junior to any other  series  of  the
Company's preferred stock.

Trigger of Flip-In and Flip-Over Rights

     In  the  event  that any person or group  of  affiliated  or
associated persons becomes an Acquiring Person, proper  provision
shall  be made so that each holder of a Right, other than  Rights
beneficially  owned by the Acquiring Person or any  affiliate  or
associate   thereof  (which  will  thereafter  be   void),   will
thereafter  have the right to receive upon exercise, that  number
of  Common Shares having a market value of two times the exercise
price  of  the Right.  This right will commence on  the  date  of
public  announcement that a person has become an Acquiring Person
(or  the  effective date of a registration statement relating  to
distribution of the rights, if later) and terminate 60 days later
(subject  to  adjustment in the event exercise of the  rights  is
enjoined).

     In  the  event that the Company is acquired in a  merger  or
other  business  combination transaction or 50% or  more  of  its
consolidated  assets or earning power are sold  to  an  Acquiring
Person, its affiliates or associates or certain other persons  in
which  such  persons have an interest, proper provision  will  be
made so that each such holder of a Right will thereafter have the
right  to receive, upon the exercise thereof at the then  current
exercise  price  of the Right, that number of  shares  of  common
stock  of  the  acquiring  company which  at  the  time  of  such
transaction  will have a market value of two times  the  exercise
price of the Right.

Redemption and Exchange of Rights

     At  any  time  prior to the earliest of  (i)  the  close  of
business  on  the  day  of the first public announcement  that  a
person  has  become  an  Acquiring  Person,  or  (ii)  the  Final
Expiration Date, the Board of Directors of the Company may redeem
the  Rights  in whole, but not in part, at a price  of  $.01  per
Right  (the  "Redemption Price").  In general, the redemption  of
the  Rights may be made effective at such time on such basis with
such  conditions as the Board of Directors in its sole discretion
may  establish.  Immediately upon any redemption of  the  Rights,
the  right  to  exercise the Rights will terminate and  the  only
right  of the holders of Rights will be to receive the Redemption
Price.

     At any time after any Person becomes an Acquiring Person and
prior  to the acquisition by such person or group of 50% or  more
of  the outstanding Common Shares, the Board of Directors of  the
Company may exchange the Rights (other than Rights owned by  such
person  or  group which will have become void), in  whole  or  in
part,  at  an  exchange  ratio of one  Common  Share,  or,  under
circumstances  set forth in the Rights Agreement, cash,  property
or  other  securities of the Company, including  fractions  of  a
Preferred  Share  (or  of a share of a class  or  series  of  the
Company's preferred stock having equivalent designations and  the
powers,   preferences   and  rights,  and   the   qualifications,
limitations  and restrictions), per Right (with  value  equal  to
such Common Shares).

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Amendment of Rights

     The  terms  of  the Rights generally may be amended  by  the
Board  of  Directors of the Company without the  consent  of  the
holders  of the Rights, except that from and after such  time  as
the Rights are distributed no such amendment may adversely affect
the  interests  of  the  holders of  the  Rights  (excluding  the
interest of any Acquiring Person).

Additional Information

     A  copy  of  the  Rights Agreement has been filed  with  the
Securities and Exchange Commission as an Exhibit to the Company's
Quarterly  Report  on Form 10-Q for the quarter  ended  June  30,
2000.   A  copy  of  the Rights Agreement is available  from  the
Company by writing to:  CV Therapeutics, Inc., 3172 Porter Drive,
Palo  Alto,  California 94304, Attn: Daniel K. Spiegelman.   This
summary  description of the Rights is not intended to be complete
and  is  qualified  in its entirety by reference  to  the  Rights
Agreement, which is hereby incorporated herein by reference.