<PAGE>

                    STOCK PURCHASE AGREEMENT


      THIS  STOCK PURCHASE AGREEMENT (this "Agreement") is  dated
and  entered into as of July 10, 2000 (the "Effective Date"),  by
and   between  CV  THERAPEUTICS,  INC.,  a  Delaware  corporation
("Company"),   and   FUJISAWA  HEALTHCARE,   INC.,   a   Delaware
corporation ("Purchaser").

       WHEREAS,   Company  and  Purchaser  are   parties   to   a
Collaboration  and License Agreement, of even date  herewith  (as
amended, modified or supplemented from time to time, the "License
Agreement"), pursuant to which the parties desire to establish  a
collaboration  and  Purchaser  desires  to  obtain  an  exclusive
license from Company; and

     WHEREAS,  as  a  condition  to  entering  into  the  License
Agreement, Purchaser desires to acquire and Company is willing to
issue  and  sell to Purchaser shares of common stock,  $.001  par
value, of Company (the "Common Stock"), subject to the terms  and
conditions specified herein;

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


                            ARTICLE I
                           DEFINITIONS

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

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

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

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

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

      "IPO  Documents"  shall  mean  Company's  (a)  Registration
Statement No. 333-12675 declared effective by the SEC on November
19,  1996,  and  Prospectus  dated November  19,  1996,  and  (b)
Registration  Statement No. 333-86447 declared effective  by  the
SEC on October 13, 1999, and Prospectus dated October 6, 1999.

<PAGE>

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

     "Per  Share  Fair Market Price" of the Common Stock  on  any
date  shall  mean  (a) if the Common Stock is then  traded  on  a
securities exchange or the Nasdaq National Market, the average of
the closing prices of the Common Stock on such exchange or market
over the thirty (30) Trading Days ending on such date; (b) if the
Common  Stock  is  then  regularly traded  over-the-counter,  the
average of the sale prices or secondarily the closing bid of  the
Common  Stock  over the thirty (30) Trading Days ending  on  such
date;  or (c) if there is no active public market for the  Common
Stock,  the fair market value thereof shall be determined  as  of
such  date  by  a nationally recognized investment  banking  firm
chosen in good faith by Company's board of directors.

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

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

     "SEC" shall mean the Securities and Exchange Commission.

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

     "Trading  Day"  shall  mean a day  on  which  the  principal
national securities exchange on which the Common Stock is  listed
or  admitted  to trading is open for the transaction of  business
or,  if the Common Stock is not listed or admitted to trading  on
any national securities exchange, a Business Day.


                           ARTICLE II
                 PURCHASE AND SALE OF THE SHARES

      2.01  Issuance  of the Shares.  Subject to  the  terms  and
conditions  of this Agreement, at the Closing (as defined  below)
Company  agrees  to  issue and sell to Purchaser,  and  Purchaser
agrees  to purchase from Company, at an aggregate purchase  price
of  Four  Million  Dollars ($4,000,000), such  number  of  shares
(rounded  to  the  nearest  whole share)  of  Common  Stock  (the
"Shares") equal to $4,000,000 divided by an amount equal  to  the
product  of 4/3 multiplied by the Per Share Fair Market Price  as
of  the  date  which is one Business Day prior to  the  Effective
Date.  By way of illustration only, if the Per Share Market Price
on  such  date  were  $45.00, the number of  Shares  would  equal
$4,000,000 divided by $60.00 (the product of $45.00 multiplied by
4/3), or 66,667 Shares.

<PAGE>

     2.02      Closing; Delivery of the Shares.

           (a)   The  purchase and sale of the Shares shall  take
place  at a closing (the "Closing") to be held at the offices  of
Cooley  Godward LLP, Five Palo Alto Square, 3000 El Camino  Real,
Palo Alto, CA 94306 at 10:00 A.M. (Pacific Daylight Time) on  the
Effective Date, or at such other location, time and date  as  may
be  mutually agreed upon by the parties.  The Closing shall  take
place  contemporaneously with the execution and delivery of  this
Agreement and the License Agreement by Company and Purchaser.

            (b)   At  the  Closing,  subject  to  the  terms  and
conditions contained in this Agreement, Purchaser shall provide a
wire  transfer  of immediately available funds to an  account  of
Company  specified  to  Purchaser, in an  amount  equal  to  Four
Million  Dollars  ($4,000,000), in payment of the  full  purchase
price for the Shares.

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


                           ARTICLE III
                      CONDITIONS TO CLOSING

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

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

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

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

<PAGE>

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

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

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

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

           (c)   Purchase Price.  Purchaser shall have  delivered
Four  Million Dollars ($4,000,000) in immediately available funds
to Company's specified account in accordance with Section 2.02(b)
herein.


                           ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF COMPANY

     Company represents and warrants to Purchaser as follows:

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

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

     4.03   Government  Approvals.   No  authorization,  consent,
approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due
execution, delivery and performance by Company of this  Agreement
or  the  issuance and sale

<PAGE>

of the Shares to Purchaser except  for
the  filing  by  Company  with the SEC or  any  state  securities
authorities of any notices or filings required in connection with
the   exemptions   from   the   registration   or   qualification
requirements  of  the  Securities  Act  and/or  applicable  state
securities law.

     4.04  Capitalization.   As of May 31, 2000,  the  authorized
capital  stock of Company consists of: (a) 30,000,000  shares  of
Common  Stock,  $.001 par value, of which 18,528,069  shares  are
issued  and outstanding and of which 142,519 shares are  treasury
shares,  and (b) 5,000,000 shares of Preferred Stock,  $.001  par
value,   of  which  300,000  are  designated  Series   A   Junior
Participating   Preferred,  none  of   which   are   issued   and
outstanding.   As  of  May  31, 2000, an aggregate  of  2,331,143
shares  of  Company's  Common  Stock  were  reserved  for  future
issuance  pursuant  to  stock  options  granted  by  Company  and
outstanding on May 31, 2000 and an additional 1,087,179 shares of
Company's Common Stock were reserved and available for the  grant
of  future  stock options under all of Company's stock option  or
equity  incentive plans.  The Shares, when issued against payment
of  the aggregate purchase price set forth in Section 2.01,  will
be  duly  authorized, validly issued, fully paid,  non-assessable
and free and clear of all liens and encumbrances.  As of the date
hereof, except for the options described hereinabove or except as
described in the IPO Documents, the SEC Documents or the Schedule
of  Exceptions  attached hereto, there are no options,  warrants,
convertible  securities or other rights  to  purchase  shares  of
capital   stock  or  other  securities  of  Company   which   are
authorized,  issued or outstanding, nor is Company  obligated  in
any  other manner to issue shares of its capital stock  or  other
securities, and Company has no obligation to purchase, redeem  or
otherwise acquire any shares of its capital stock or any interest
therein or to pay any dividend or make any other distribution  in
respect thereof, except as contemplated by this Agreement. Except
as  described  in  the IPO Documents, the SEC  Documents  or  the
Schedule of Exceptions attached hereto, (a) no person is entitled
to  any  preemptive right, catch-up right, right of first refusal
or  similar  right with respect to the issuance  of  any  capital
stock  of  Company, (b) there are no restrictions on the transfer
of shares of capital stock of Company other than those imposed by
relevant  federal and state securities laws and (c) there  exists
no  agreement between Company's stockholders and to which Company
is  a  party with respect to the voting or transfer of  Company's
capital  stock or with respect to any other aspect  of  Company's
affairs.

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

<PAGE>

     4.06 Financial Statements.

           (a)   All  financial statements contained in  the  SEC
Documents (as defined in Section 4.08) filed by Company with  the
SEC,  have  been  prepared in accordance with generally  accepted
accounting  principles ("GAAP") consistently  applied  throughout
the  periods indicated except as may be expressly stated  in  the
notes  thereto  and,  as  to the unaudited financial  statements,
subject  to normal recurring year-end audit adjustments  and  the
absence of notes thereto.  Each balance sheet fairly presents the
financial  condition of Company and its subsidiaries  as  at  the
date of such balance sheet, and each statement of operations,  of
stockholders'  equity  and  of cash flows,  fairly  presents  the
results  of  operations, the stockholders' equity  and  the  cash
flows of Company and its subsidiaries for the periods then ended,
all in accordance with GAAP.

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

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

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

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

       4.10  Securities  Laws.   Assuming  the  accuracy  of  the
representations and warranties of Purchaser contained in  Article
V  hereof,  the  issuance  of  the  Shares  is  exempt  from  the
provisions   of  the  Securities  Act.   All  notices,   filings,
registrations, or qualifications under state securities or "blue-
sky"  laws which are required in connection with the offer, issue
and  delivery of the Shares

<PAGE>

pursuant to this Agreement, if any, have been or will be completed
by Company on a timely basis.

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

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

      4.13  No  Infringement. To its knowledge, Company  owns  or
possesses   rights  to  use  all  patents,  patent  applications,
trademarks,   service  marks,  trade  names,  copyrights,   trade
secrets, licenses and rights with respect to the foregoing  which
are   required  to  conduct  its  business  without   any   known
infringement  of  the rights of others.  No  event  has  occurred
which,  to the knowledge of Company, permits, or after notice  or
lapse of time or both would permit, the revocation or termination
of  any  such  rights, and, to the knowledge of Company,  neither
Company  nor any of its subsidiaries is liable to any  person  or
entity for infringement under applicable law with respect to such
rights.   As  of the Effective Date, Company is not pursuing  any
action  against any third party for the infringement of Company's
patents,  patent applications, trademarks, service  marks,  trade
names,  copyrights, trade secrets, or licenses  relating  to  its
business.


                            ARTICLE V
           REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser represents and warrants to Company as follows:

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

     5.02  Corporate  Power  and Authority.   The  execution  and
delivery by Purchaser of this Agreement, the performance  of  the
terms and obligations therein, and the purchase of the Shares

<PAGE>

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

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

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

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

      5.06  Restricted  Shares. Purchaser  understands  that  the
Shares  may  not be sold, transferred, or otherwise  disposed  of
without  registration under the Securities Act  or  an  exemption
therefrom,  and that in the absence of an effective  registration
statement  covering  the  Shares or an available  exemption  from
registration  under the Securities Act, the Shares must  be  held
indefinitely. Purchaser is aware that the Shares may not be  sold
pursuant to Rule 144 promulgated under the Securities Act  unless
all of the conditions of that Rule are met.

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

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

          "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
          TO  CERTAIN  RESTRICTIONS ON TRANSFER SET FORTH  IN  AN
          AGREEMENT  BETWEEN  THE COMPANY AND THE  HOLDER  HEREOF
          DATED  AS OF JULY 10, 2000, A COPY OF WHICH IS ON  FILE
          AT THE

<PAGE>

          COMPANY'S PRINCIPAL OFFICES AND  IS  AVAILABLE
          UPON REQUEST."

     5.08 Investment Information.

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

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


                           ARTICLE VI
                      COVENANTS OF COMPANY

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

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

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

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


                           ARTICLE VII
                     COVENANTS OF PURCHASER

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

<PAGE>

                          ARTICLE VIII
                          MISCELLANEOUS

      8.01       Amendments, Etc.  No amendment or waiver of  any
provision  of  this Agreement, nor consent to  any  departure  by
Company  therefrom,  shall in any event be effective  unless  the
same  shall be in writing and signed by Purchaser, and then  such
waiver  or  consent  shall  be effective  only  in  the  specific
instance and for the specific purpose for which given.

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

     If to Company: CV Therapeutics, Inc.
                    3172 Porter Drive
                    Palo Alto, CA 94304
                    Attn:  General Counsel
                    Telephone:  650-475-9611
                    Facsimile: 650-858-0388

     with a copy to:          Cooley Godward LLP
                    Five Palo Alto Square
                    3000 El Camino Real
                    Palo Alto, CA 94306
                    Attn:  Robert L.  Jones
                    Telephone:  650-843-5034
                    Facsimile: 650-857-0663

     If to Purchaser:    Fujisawa Healthcare, Inc.
                    Three Parkway North Center
                    Deerfield, IL 60015
                    Attn: General Counsel
                    Telephone:  847-317-8870
                    Facsimile: 847-317-7288

     with a copy to:          Richards & O'Neil, LLP
                    885 Third Avenue
                    New York, NY 10022-4873
                    Attn: Michael Braun
                    Facsimile: 212-750-9022


<PAGE>

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

      8.04       Attorneys' Fees.  In the event that any  dispute
among  the parties to this Agreement should result in litigation,
the prevailing party in such dispute shall be entitled to recover
from the losing party all fees, costs and expenses enforcing  any
right  of  such  prevailing party under or with respect  to  this
Agreement, including without limitation, such reasonable fees and
expenses  of  attorneys  and accountants,  which  shall  include,
without limitation, all fees, costs and expense of appeals.

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

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

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

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

<PAGE>

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

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

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


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                SIGNATURES ARE ON FOLLOWING PAGE]


<PAGE>

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

                              CV THERAPEUTICS, INC.

                              By:    /s/ LOUIS G. LANGE, M.D., PH.D.
                              Name:      Louis G. Lange, M.D., Ph.D.
                              Title:     Chairman & CEO


                              FUJISAWA HEALTHCARE, INC.


                              By:    /s/ NOBORU MAEDA
                              Name: 	 Noboru Maeda
                              Title:	 Chairman & CEO



<PAGE>

                     SCHEDULE OF EXCEPTIONS


      This  Schedule of Exceptions is made and given with respect
to  Article  IV  of  the attached Stock Purchase  Agreement  (the
"Agreement"),  by and between CV Therapeutics, Inc.,  a  Delaware
corporation  (the  "Company"), and Fujisawa Healthcare,  Inc.,  a
Delaware corporation (the "Purchaser").

       The   section  numbers  in  this  Schedule  of  Exceptions
correspond to the section numbers in the Agreement, however,  any
information  disclosed herein under any section number  shall  be
deemed  to  be disclosed and incorporated into any other  section
number  under  the  Agreement where  such  disclosures  would  be
appropriate.    Unless  the  context  otherwise   requires,   all
capitalized terms shall have the same meaning as defined  in  the
Agreement.

Section 4.04

     As of May 31, 2000, an aggregate of 249,203 shares of Common
Stock  of  the Company were reserved for future issuance pursuant
to outstanding warrants granted by the Company.

     On February 2, 1999, the Company adopted a Preferred Share
Purchase Rights Plan pursuant to which shareholders have certain
rights to purchase shares of Series A Junior Participating
Preferred.

     $196,250,000 of 4_% Convertible Subordinated Notes due March
7, 2007 and Shares of Common Stock Issuable Upon Conversion of
the Notes.