<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q

(Mark One)

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

      For the quarterly period ended SEPTEMBER 30, 1997.

      ( ) 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
                                                                      
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                              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, CA  94304
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: (650) 812-0585

--------------------------------------------------------------------------------

Indicate by check whether the Registrant (1) has filed all reports to be 
filed by Section 13 or 15(d) of the Securities 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
                                ---     ---

As of October 31, 1997, there were 8,420,074 shares of the issuer's Common 
Stock, $0.001 par value, outstanding.

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<PAGE>


                               CV THERAPEUTICS, INC.

                                      INDEX


PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

  Condensed Consolidated Balance Sheets as of September 30, 1997
    and December 31, 1996                                                    3
 
  Condensed Consolidated Statements of Operations for the three months
    and the nine months ended September 30, 1997 and 1996                    4
 
  Condensed Consolidated Statements of Cash Flows for the nine months
    ended September 30, 1997 and 1996                                        5
 
  Notes to Condensed Consolidated Financial Statements                       6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS                                                  8


PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                           12

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                    12


SIGNATURES                                                                  13


                                       2

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              CV THERAPEUTICS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>

                                             September 30, 1997  December 31, 1996
                                             ------------------  -----------------
                                                 (Unaudited)         (Note 1)
<S>                                              <C>            <C>
                       ASSETS
Current assets:     
  Cash and cash equivalents                       $    9,459     $    19,575
  Short-term investments                               9,553           1,993
  Other current assets                                   853             454
                                                  ----------     -----------
     Total current assets                             19,865          22,022
     
Long-term investments                                  9,902            --
Notes receivable from officers and employees             400             475
Property and equipment, net                            2,477           3,072
Intangible and other assets                              335             570
                                                  ----------     -----------
Total assets                                      $   32,979     $    26,139
                                                  ----------     -----------
                                                  ----------     -----------

         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:     
  Accounts payable                                $      662     $       405
  Accrued liabilities                                    805           1,304
  Current portion of long-term debt                      833              15
  Current portion of capital lease obligation            665              20
  Current portion of deferred revenue                  2,000            --
                                                  ----------     -----------
     Total current liabilities                         4,965           1,744
     
Long-term portion of accrued liabilities                 620             719
Long-term portion of long-term debt                    5,167           3,000
Long-term portion of capital lease obligation            728           2,000
Long-term portion of deferred revenue                  4,000            --
Commitments    
Stockholders' equity:    
  Common stock                                        71,119          65,414
  Warrants to purchase common stock                    1,225           1,225
  Notes receivable issued for stock                     (108)           (171)
  Deferred compensation                               (1,331)         (2,166)
  Unrealized gain on investments                          18             --
  Accumulated deficit                                (53,424)        (45,626)
                                                  ----------     -----------
     Total stockholders' equity                       17,499          18,676
                                                  ----------     -----------
Total liabilities and stockholders' equity        $   32,979     $    26,139
                                                  ----------     -----------
                                                  ----------     -----------
</TABLE>

             The accompanying notes are an integral part of these
                condensed consolidated financial statements.

                                       3

<PAGE>

                             CV THERAPEUTICS, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                   (In thousands, except per share amounts)
                                 (unaudited)

<TABLE>
<CAPTION>
                                   Three Months Ended     Nine Months Ended
                                     September 30,          September 30,
                                  -------------------    -------------------
                                    1997       1996         1997      1996
                                  --------- ---------    ---------  --------
<S>                              <C>       <C>         <C>         <C>
Revenues:
  Contract revenues               $    605  $      --   $   2,236   $    250
Operating expenses: 
  Research and development           2,082      1,825       6,992      5,834
  General and administrative         1,329        778       3,545      2,186
                                  --------  ---------    --------    -------
     Total operating expenses        3,411      2,603      10,537      8,020
     
Loss from operations                (2,806)    (2,603)     (8,301)    (7,770)
     
Interest income (expense), net         133       (368)        503       (597)
                                  --------  ---------    --------    -------
Net loss                          $ (2,673)  $ (2,971)  $  (7,798)  $ (8,367)
                                  --------  ---------    --------    -------
                                  --------  ---------    --------    -------
Net loss per share (1)            $  (0.38)  $  (0.60)  $   (1.15)  $  (1.78)
                                  --------  ---------    --------    -------
                                  --------  ---------    --------    -------
Shares used in computing 
  net loss per share (1)             7,010      4,949       6,755      4,708
                                  --------  ---------    --------    -------
                                  --------  ---------    --------    -------
</TABLE>

(1) Net loss per share for the three-month and nine-month periods ended 
September 30, 1996 is calculated on a pro forma basis.  See accompanying 
notes for methodology of calculation.


              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.


                                       4

<PAGE>

                              CV THERAPEUTICS, INC.

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                           Nine Months Ended
                                                                              September 30,
                                                                          1997            1996
                                                                      -----------     -----------
<S>                                                                  <C>             <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:  
 Net loss                                                             $    (7,798)    $    (8,367)
 Adjustments to reconcile net loss to net cash used in 
   operating activities:    
     Amortization of deferred compensation                                    563              11
     Depreciation and amortization                                            821             822
     Write off of  warrant issued under capital lease                         --              160
     Issuance of capital stock and warrants for payments    
       of license fee                                                         544             750
     Change in assets and liabilities:  
       Other current assets                                                  (399)            (15)
       Intangible and other assets                                            107             438
       Accounts payable                                                       257             152
       Accrued liabilities                                                   (598)           (103)
       Deferred revenue                                                     6,000             --
                                                                      -----------     -----------
 Net cash used in operating activities                                       (503)         (6,152)
     
 CASH FLOWS FROM INVESTING ACTIVITIES:  
 Purchase of short-term investments                                       (19,085)         (4,006)
 Purchase of long-term investments                                         (9,905)            --
 Maturity of short-term investments                                        11,546             --
 Capital expenditures                                                         (98)            (23)
 Notes receivable from officers and employees                                 138             --
                                                                      -----------     -----------
 Net cash used in investing activities                                    (17,404)         (4,029)
     
 CASH FLOWS FROM FINANCING ACTIVITIES:  
 Payments on capital lease obligations                                       (627)           (349)
 Borrowings under long-term debt                                            3,000           5,000
 Repayments of long-term debt                                                 (15)         (6,591)
 Proceeds from issuance of common stock (and bridge loans
   subsequently converted into common stock), net of repurchase             5,433              38
 Proceeds from issuance of convertible preferred stock                        --           12,992
                                                                      -----------     -----------
 Net cash provided by financing activities                                  7,791          11,090
                                                                      -----------     -----------
 Net (decrease) increase in cash and cash equivalents                     (10,116)            909
 Cash and cash equivalents at beginning of period                          19,575           5,569
                                                                      -----------     -----------
 Cash and cash equivalents at end of period                           $     9,459     $     6,478
                                                                      -----------     -----------
                                                                      -----------     -----------
</TABLE>

               The accompanying notes are an integral part of these
                   condensed consolidated financial statements.

                                       5

<PAGE>

                             CV THERAPEUTICS, INC.
                                 ____________

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1997
                                (UNAUDITED)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

   The accompanying condensed consolidated 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 results 
of operations for the interim periods presented.  The results of operations 
for the three- and nine-month periods ended September 30, 1997 are not 
necessarily indicative of the results to be expected for the entire year 
ending December 31, 1997.  The financial information included herein should 
be read in conjunction with the Company's Annual Report on Form 10K/A for 
1996 which includes the audited consolidated financial statements and the 
notes thereto for the year ended December 31, 1996.  Through December 31, 
1996 the Company was in the development stage.
   
PRINCIPLES OF CONSOLIDATION

   The consolidated financial statements include the accounts of the Company 
and its wholly-owned subsidiary, CV Therapeutics International, which was 
incorporated in December 1993 in the Cayman Islands.  All significant 
intercompany balances have been eliminated.
   
REVENUE RECOGNITION

   Upfront license payments related to research agreements with 
noncancelable, nonrefundable terms and no significant future obligations are 
recognized upon execution of the agreements.  Collaborative research revenue 
is recognized as related expenses are incurred in accordance with the terms 
of collaboration agreements.  Milestone payments will be recognized pursuant 
to collaborative agreements upon the achievement of the specified milestones.

NET LOSS PER SHARE

   Except as noted below, net loss per share is computed using the weighted 
average number of common shares outstanding.  Common equivalent shares are 
excluded from the computation as their effect is antidilutive, except that, 
pursuant to the Securities and Exchange Commission ("SEC") Staff Accounting 
Bulletins, common and common equivalent shares issued during the 12-month 
period prior to the Company's initial public offering at prices below the 
assumed public offering price have been included in the calculation as if 
they were outstanding for all periods presented through September 30, 1996 
(using the treasury stock method for stock options and warrants).
   
   Net loss per share information calculated on this basis is as follows:
   
<TABLE>
<CAPTION>

(In thousands, except per share amounts)        Three Months Ended     Nine months ended
                                                September 30, 1996     September 30, 1996
                                                ------------------     ------------------
<S>                                              <C>                    <C>
 Net loss per share                               $  (1.74)              $  (4.95)
 Shares used in computing net loss per share         1,711                  1,691
</TABLE>

   Pro forma per share data for the three- and nine-month periods ended 
September 30, 1996 is provided to show the calculation on a consistent basis 
for the periods presented.  It has been computed as described above, and also 
gives retroactive effect from the date of issuance to the conversion of 
preferred stock, which automatically converted to common stock upon closing 
of the Company's initial public offering.

                                       6

<PAGE>

                               CV THERAPEUTICS, INC.
                                  ______________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1997
                                  (UNAUDITED)

   In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, EARNINGS PER SHARE, which is required to be adopted on 
December 31, 1997.  At that time, the Company will be required to change the 
method currently used to compute earnings per share and to restate all prior 
periods. The impact is expected to result in no change to loss per share 
amounts presented for all prior periods.

2.   LICENSE AND COLLABORATION AGREEMENTS

   On March 7, 1997, the Company entered into two research collaboration and 
license agreements ("the Biogen Agreements"), one with Biogen, Inc. 
("Biogen") and one with Biogen's wholly owned subsidiary, Biotech 
Manufacturing Limited ("Biotech Manufacturing" and together with Biogen, the 
"Biogen Entities").  The Biogen Agreements grant the Biogen Entities the 
exclusive worldwide rights to develop and commercialize CVT-124 and any other 
adenosine A1 antagonist owned by the Company for all indications.  In 
exchange for such rights to develop, manufacture and sell the technology, the 
Company received upfront payments of $16.0 million.  Of this amount $0.8 
million was recognized as revenue immediately, $7.0 million was deferred and 
will be recognized as revenue as the Company fulfills its research and 
development obligations and achieves a specific milestone as identified in 
the Biogen Agreements, $5.2 million was for the purchase of 669,857 shares of 
the Company's common stock and $3.0 million was funding under a credit 
facility. Of the $7.0 million of deferred revenue, $1.8 million represents a 
premium over the $5.2 million market value that was paid for the 669,857 
shares of the Company's common stock. In addition, CVT may receive 
development milestones, equity investments, funding under a general purpose 
loan facility and royalties from any future product sales. The Company is 
obligated to repay the current outstanding principal portion of this credit 
facility, which bears interest on the outstanding principal at a rate equal 
to prime plus one (1%) percent, by February 2005. 
   
3.   SUBSEQUENT EVENT

   On October 7, 1997 the Company sold 1,397,147 shares of its common stock 
at a purchase price of $9.25 per share to Biotech Target S.A., an affiliate 
of BB Biotech AG of Switzerland (the "Purchaser").  The Purchaser currently 
holds approximately 16.6 percent of the 8.4 million common shares outstanding 
after the private placement.
   
   
                                       7

<PAGE>
                             CV THERAPEUTICS, INC.

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 FORM 10-Q CONTAIN FORWARD 
LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES.  THE COMPANY'S 
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HEREIN.  FACTORS 
THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE 
LISTED BELOW AND THOSE LISTED IN "RISK FACTORS" IN THE COMPANY'S ANNUAL 
REPORT ON FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 1996.

OVERVIEW

   CV Therapeutics, Inc.  ("CVT" or the "Company") is an early stage 
biopharmaceutical company focused exclusively on the application of molecular 
cardiology to the discovery, development and commercialization of novel small 
molecule drugs for the treatment of cardiovascular disease.  Since its 
inception in December 1990, substantially all of the Company's resources have 
been dedicated to research and development.  To date, CVT has not generated 
any product revenue and does not expect to generate any such revenues for at 
least several years.  As of September 30, 1997, the Company had an 
accumulated deficit of approximately $53.4 million.  The Company expects its 
sources of revenue, if any, for the next several years to consist of payments 
under corporate partnerships and interest income.  The process of developing 
the Company's products will require significant additional research and 
development, preclinical testing and clinical trials, as well as regulatory 
approval.  These activities, together with the Company's general and 
administrative expenses, are expected to result in operating losses for the 
foreseeable future.  The Company will not receive product revenue unless it 
or its collaborative partners complete clinical trials and successfully 
commercializes one or more of its products.
   
   CVT is subject to risks common to biopharmaceutical companies, including 
risks inherent in its research and development efforts and clinical trials, 
reliance on collaborative partners, enforcement of patent and proprietary 
rights, the need for future capital, potential competition and uncertainty of 
regulatory approval.  In order for a product to be commercialized, it will be 
necessary for CVT and its collaborators to conduct preclinical tests and 
clinical trials, demonstrate efficacy and safety of the Company's product 
candidates, obtain regulatory clearances and enter into manufacturing, 
distribution and marketing arrangements, as well as obtain market acceptance. 
There can be no assurance that the Company will generate revenues or achieve 
and sustain profitability in the future.

   On March 7, 1997, the Company entered into two research collaboration and 
license agreements ("the Biogen Agreements"), one with Biogen, Inc. 
("Biogen") and one with Biogen's wholly owned subsidiary, Biotech 
Manufacturing Limited ("Biotech Manufacturing" and together with Biogen, the 
"Biogen Entities").  The Biogen Agreements grant the Biogen Entities the 
exclusive worldwide rights to develop and commercialize CVT-124 and any other 
adenosine A1 antagonist owned by the Company for all indications.  In 
exchange for such rights to develop, manufacture and sell the technology, the 
Company received upfront payments of $16.0 million.  Of this amount $0.8 
million was recognized as revenue immediately, $7.0 million was deferred and 
will be recognized as revenue as the Company fulfills its research and 
development obligations and achieves a specific milestone as identified in 
the Biogen Agreements, $5.2 million was for the purchase of 669,857 shares of 
the Company's common stock and $3.0 million was funding under a credit 
facility. Of the $7.0 million of deferred revenue, $1.8 million represents a 
premium over the $5.2 million market value that was paid for the 669,857 
shares of the Company's common stock. In addition, CVT may receive 
development milestones, equity investments, funding under a general purpose 
loan facility and royalties from any future product sales. The Company is 
obligated to repay the current outstanding principal portion of this credit 
facility, which bears interest on the outstanding principal at a rate equal 
to prime plus one (1%) percent, by February 2005. 

RESULTS OF OPERATIONS
   
  REVENUES.  The Company recognized revenues of $605,000 for the quarter 
ended September 30, 1997, as compared to no revenue for the quarter ended 
September 30, 1996.  Revenue for the nine-month period ended September 30, 
1997 was $2.2 million compared to $250,000 during the nine-month period ended 
September 30, 1996.  Revenue for both the three-and nine-month periods ended 
September 30, 1997 was attributable to an up front license fee in connection 
with the Biogen Agreements for the development and commercialization of 
CVT-124.
                                       8

<PAGE>

                              CV THERAPEUTICS, INC.
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (CONTINUED)

RESEARCH AND DEVELOPMENT EXPENSES.  The Company's research and development 
expenses increased to $2.1 million for the quarter ended September 30, 1997, 
compared to $1.8 million for the quarter ended September 30, 1996.  Research 
and development expenses increased to $7.0 million for the nine-month period 
ended September 30, 1997, compared to $5.8 million for the nine-month period 
ended September 30, 1996.  The increase for the quarter ended September 30, 
1997, over the quarter ended September 30, 1996 was primarily due to the 
issuance of shares of the Company's common stock valued at $544,000 to Syntex 
(U.S.A.), Inc. ("Syntex"), an indirect subsidiary of Roche Holding Limited, 
under an amended agreement with Syntex for the license of ranolazine.  The 
increase in research and development expenses for the nine-month period ended 
September 30, 1997, over the same period in 1996 was primarily due to a $1.0 
million milestone payment to Syntex payable under the original license 
agreement for ranolazine and the issuance of shares of the Company's common 
stock to Syntex referenced above.  These expenses were partially offset by a 
decrease in other research and development expenses primarily as a result of 
decreased use of outside contract services by the Company.  The Company 
expects research and development expenses to increase significantly over the 
next several years as the Company expands research and product development 
efforts.
  
  GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses 
increased to $1.3 million for the quarter ended September 30, 1997, compared 
to $778,000 for the quarter ended September 30, 1996.  General and 
administrative expenses increased to $3.5 million for the nine-month period 
ended September 30, 1997, compared to  $2.2 million for the nine-month period 
ended September 30, 1996.  The increases for both the three-month and 
nine-month periods ended September 30, 1997 over the same periods in 1996 
were primarily due to the amortization of deferred compensation expense, 
personnel recruiting expenses and new administrative expenses associated with 
becoming a public company.  The Company expects general and administrative 
expense to increase in the future due to increases in the Company's 
development activities.
  
  INTEREST INCOME (EXPENSE), NET.  Interest income (expense), net increased 
to $133,000 for the quarter ended September 30, 1997, compared to $(368,000) 
for the quarter ended September 30 1996.  Interest income (expense), net 
increased to $503,000 for the nine-month period ended September 30, 1997, 
compared to $(597,000) for the nine-month period ended September 30, 1996. 
The increases for both the three-month and nine-month periods ended September 
30, 1997 over the same periods in 1996 were a result of higher average 
investment balances resulting from the proceeds of the Company's initial 
public offering completed in November 1996 and payments received in 
connection with the Company's collaboration and license agreements with the 
Biogen Entities entered into in March 1997 compared to the same periods in 
1996 in which the Company had lower average investment balances and 
prepayment penalties associated with a restructuring of the Company's debt.  
The Company expects that interest income (expense), net will fluctuate with 
average investment balances.
  
  The Company records and amortizes over the related vesting periods deferred 
compensation representing the difference between the exercise price of 
options granted and the deemed fair value of its common stock at the time of 
grant. Options generally vest over four years.  Deferred compensation of 
approximately $2.3 million has been recorded and is being amortized to both 
research and development expenses as well as general and administrative 
expenses over the related vesting periods of the options granted.
  
LIQUIDITY AND CAPITAL RESOURCES

   The Company has financed its operations since inception primarily through 
private placements of preferred and common stock, an initial public offering 
of common stock, equipment and leasehold improvement financing, other debt 
financing and payments under corporate collaborations.  In November 1996, the 
Company completed an initial public offering and raised net proceeds of 
approximately $12.0 million.  On March 7, 1997, the Company entered into two 
research collaboration and license agreements with the Biogen Entities that 
together resulted in cash receipts of $16.0 million.  Of this amount, $7.0 
million was recognized as deferred revenue, $5.2 million was an equity 
investment consisting of the purchase of 669,857 shares of the Company's 
common stock, $3.0 million was funding under a credit facility and $0.8 
million was recognized as revenue in the three-month period ended March 31, 
1997.  In addition, the Biogen Entities agreed to make significant 
development milestones and equity investments and provide funding under a 
general purpose loan facility, all of which are subject to achievement of 
certain clinical development and commercialization milestones, and pay 
royalties from any future product sales. As of September 30, 1997 the Company 
had received approximately $68.7 million in net proceeds from the sale of 
equity securities, and approximately $16.2 million, before repayment, from 
loans and equipment financings.

                                       9

<PAGE>

                              CV THERAPEUTICS, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (CONTINUED)

  Cash, cash equivalents and short- and long-term investments at September 
30, 1997 totaled $28.9 million compared to $21.6 million at December 31, 
1996.  The increase in 1997 was due to the receipt of the upfront payments of 
$16.0 million associated with the Company's collaborations with the Biogen 
Entities.  The Company's funds are currently invested in short- and 
long-term, investment grade, interest-bearing debt obligations.
  
  Net cash used in operations for the nine-month period ended September 30, 
1997 was $503,000, compared to $6,152,000 for the nine-month period ended 
September 30, 1996.  The decrease in cash used in operating activities in 
1997 was primarily the result of deferred revenue of $6.0 million recorded in 
conjunction with the upfront payment under the collaboration with the Biogen 
Entities.
  
  Through September 30, 1997, the Company had invested approximately $6.1 
million in property and equipment, of which approximately $4.4 million was 
financed through equipment and leasehold financing agreements.
  
  Subsequent to the end of the quarter ended September 30, 1997 the Company 
raised net proceeds of $12.3 million in a private placement of equity 
securities with Biotech Target S.A.
  
  The Company will require substantial additional funding in order to 
complete its research and development activities and commercialize any 
potential products.  The Company currently estimates that its existing 
resources, including the net proceeds from the Company's initial public 
offering, payments from the Biogen Entities, net proceeds from the October 
1997 sale of common stock to Biotech Target S.A. and projected interest 
income, will enable the Company to maintain its current and planned 
operations through 1999.  However, there can be no assurance that the Company 
will not require additional funding prior to such time.  The Company's 
forecast of the period of time through which its financial resources will be 
adequate to support its operations is a forward-looking statement that 
involves risks and uncertainties, and actual results could vary as a result 
of a number of factors.  The Company's future capital requirements will 
depend on many factors, including scientific progress in its research and 
development programs, the size and complexity of such programs, the scope and 
results of preclinical studies and clinical trials, the ability of the 
Company 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 the Company's control.  There can be no assurance 
that such additional financing to meet the Company's capital requirements 
will be available on acceptable terms or at all.  Insufficient funds may 
require the Company to delay, scale back or eliminate some or all of its 
research or development programs, to lose rights under existing licenses or 
to relinquish greater or all rights to product candidates at an earlier stage 
of development or on less favorable terms than the Company would otherwise 
choose or may adversely affect the Company's ability to operate as a going 
concern.  If additional funds are raised by issuing equity securities, 
substantial dilution to existing stockholders may result.
  
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

   The Company's business, financial condition and results of operations are 
subject to various risks, including those described below and elsewhere in 
the Report.
  
  The Company is an early stage company and must be evaluated in light of the 
uncertainties and complications present in an early stage biopharmaceutical 
company.  All of the Company products are at an early stage of development, 
and the Company has not generated any product revenue.  In addition, the 
Company has only two products in clinical development, CVT-124 and 
Ranolazine.  There can be no assurance that clinical trials conducted by the 
Company will demonstrate sufficient safety and efficacy to obtain the 
requisite approvals or that marketable products will result.  In addition, 
the rate of completion of clinical trials may be delayed by many factors.  
The Company's product candidates will require significant additional 
development, preclinical studies, clinical trials and regulatory approval 
prior to commercialization.  These activities may take several years and 
require the expenditure of substantial resources.  In addition, these 
activities, together with the Company's general and administrative expense, 
are expected to result in operation losses for the foreseeable future.
  
  The Company's strategy for the research, development and commercialization 
of its product candidates has required, and will continue to require, the 
Company to enter into various arrangements with corporate and 

                                      10

<PAGE>

                             CV THERAPEUTICS, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (CONTINUED)

academic collaborators, licensors, licensees and others, and the Company is 
dependent upon the success of these parties in performing their 
responsibilities.  There can be no assurance that the Company will be able to 
enter into additional collaborative arrangements or license agreements on 
acceptable terms, or at all, or that the contemplated benefits from any of 
these agreements will be realized.
  
  The Company's business is affected by other factors, including: uncertainty 
of market acceptance, intense competition and rapid technological change, 
uncertainty of patent position and proprietary rights, dependence on key 
personnel and the need to attract and retain key employees and consultants, 
limited manufacturing, marketing and sales experience, significant government 
regulation, uncertainty of product pricing and reimbursement, and product 
liability exposure and the availability of insurance.




                                      11

<PAGE>

                             CV THERAPEUTICS, INC.


PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

   In July 1997, the Company issued 75,000 shares of the Company's common 
stock to Syntex (U.S.A.), Inc. ("Syntex"), an indirect subsidiary of Roche 
Holding Limited, under an amended agreement with Syntex for the license of 
ranolazine. The issuance was deemed to be exempt from registration under the 
Securities Act of 1933, as amended, by virtue of Regulation D promulgated 
thereunder.
   
   On November 19, 1996, the Securities and Exchange Commission declared the 
Company's registration statement (file number 2-12675) effective.  The 
offering commenced on November 19, 1996 and terminated following the sale of 
all securities registered.  J.P. Morgan Securities Inc., Invemed Associates, 
Inc. and UBS Securities LLC served as the managing underwriters.  The Company 
registered, for its own account 1,750,000 shares of common stock for an 
aggregate offering price of $14,000,000, and sold 1,750,000 shares of common 
stock for an aggregate sales price of $14,000,000.  In connection with the 
offering, the Company incurred the following expenses and made direct or 
indirect payments to others:  $980,000 for underwriting discounts and 
commissions and $1,050,000 for other expenses for a total of $2,030,000 in 
expenses.  Following the deduction of such expenses, the Company received net 
offering proceeds of $11,970,000.  The Company has used all the net proceeds 
for temporary investments, including money market and short-and long-term 
funds.  Such payments were direct or indirect.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

          Exhibit                       Description
          Number
          -------   ----------------------------------------------------------
          10.45     Common Stock Purchase Agreement, dated October 7, 1997, by
                    and between CV Therapeutics, Inc. and Biotech Target S.A.

          10.46*    Letter Agreement between CV Therapeutics, Inc. and 
                    Michael M. Wick, M.D., Ph.D., dated April 30, 1997

          10.47*    Transition Agreement between CV Therapeutics, Inc. and 
                    Kathy Stafford dated September 15, 1997

          10.48     First Amendment to Security Agreement, dated as of
                    March 7, 1997, by and between Hambrecht & Quist Guaranty
                    Finance, LLC and CV Therapeutics, Inc.

          10.49     First Amendment to Security Agreement, dated as of 
                    March 7, 1997, by and between Hambrecht & Quist Transition
                    Capital, LLC and CV Therapeutics, Inc.

          10.50     First Amendment to Business Loan Agreement, dated as of
                    March 7, 1997, by and between Hambrecht & Quist Transition
                    Capital, LLC and CV Therapeutics, Inc.

          10.51     First Amendment to Master Lease Agreement, dated as of
                    March 7, 1997, by and between Hambrecht & Quist Guaranty 
                    Finance, LLC and CV Therapeutics, Inc.

          10.52     Second Amendment to Security Agreement, dated as of
                    May 19, 1997, by and between Hambrecht & Quist Guaranty
                    Finance, LLC and CV Therapeutics, Inc.

          10.53     Second Amendment to Security Agreement, dated as of 
                    May 19, 1997, by and between Hambrecht & Quist Transition 
                    Capital, LLC and CV Therapeutics, Inc.

          11.1      Statement of computation of net loss per share

          27.1      Financial Data Schedule

          ____________

          *  Indicates management compensatory contract, plan or arrangement.  

     (b)  Reports on Form 8-K

          None.



                                      12

<PAGE>


                                  SIGNATURES



Pursuant to the requirements 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:  November 14, 1997




                                   /s/ Louis G. Lange, M.D., Ph.D.
                                   ----------------------------------------
                                   Louis G. Lange, M.D., Ph.D.
                                   Chairman of the Board & Chief
                                   Executive Officer
                                   (Principal Executive Officer)



                                   /s/ Kathleen A. Stafford
                                   ----------------------------------------
                                   Kathleen A. Stafford
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)




                                      13


<PAGE>

                             CV THERAPEUTICS, INC.


                                EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                   Sequentially
 Exhibit                                                           Numbered
 Number                            Description                     Page
-------------------------------------------------------------------------------
<S>           <C>
 10.45         Common Stock Purchase Agreement, dated October 7,
               1997, by and between CV Therapeutics, Inc. and 
               Biotech Target S.A.

 10.46*        Letter Agreement between CV Therapeutics, Inc. and 
               Michael M. Wick, M.D., Ph.D., dated April 30, 1997

 10.47*        Transition Agreement between CV Therapeutics, Inc. 
               and Kathy Stafford dated September 15, 1997

 10.48         First Amendment to Security Agreement, dated as of
               March 7, 1997, by and between Hambrecht & Quist Guaranty
               Finance, LLC and CV Therapeutics, Inc.

 10.49         First Amendment to Security Agreement, dated as of 
               March 7, 1997, by and between Hambrecht & Quist Transition
               Capital, LLC and CV Therapeutics, Inc.

 10.50         First Amendment to Business Loan Agreement, dated as of
               March 7, 1997, by and between Hambrecht & Quist Transition
               Capital, LLC and CV Therapeutics, Inc.

 10.51         First Amendment to Master Lease Agreement, dated as of
               March 7, 1997, by and between Hambrecht & Quist Guaranty 
               Finance, LLC and CV Therapeutics, Inc.

 10.52         Second Amendment to Security Agreement, dated as of
               May 19, 1997, by and between Hambrecht & Quist Guaranty
               Finance, LLC and CV Therapeutics, Inc.

 10.53         Second Amendment to Security Agreement, dated as of 
               May 19, 1997, by and between Hambrecht & Quist Transition 
               Capital, LLC and CV Therapeutics, Inc.

 11.1          Statement of computation of net loss per share

 27.1          Financial Data Schedule
____________
</TABLE>
*  Indicates management compensatory contract, plan or arrangement.





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