<PAGE>

Certain confidential information contained in this document,
marked by brackets, has been omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.

                                                    Exhibit 10.67

                        LOAN AGREEMENT

     This  Loan Agreement is dated and entered into as of May  5,
1999 (the "Effective Date") by and between CV Therapeutics, Inc.,
a  Delaware corporation ("Borrower"), and Quintiles Transnational
Corp., a North Carolina corporation ("Lender").

     Whereas,   Borrower   and  Innovex  Inc.,   a   wholly-owned
subsidiary  of  Lender ("Innovex"), are parties to  a  Sales  and
Marketing Services Agreement (the "Services Agreement"), dated as
of the same date hereof; and

     Whereas,  in connection with the Services Agreement,  Lender
is  willing  to  extend  certain credit facilities  to  Borrower,
subject to and upon the terms and conditions of this Agreement;

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

                            ARTICLE I
                           DEFINITIONS

     1.01 Definitions.  Capitalized terms used but not defined in the
text  of this Agreement shall have the meanings ascribed to  them
on   Exhibit  A  attached  hereto  and  incorporated  herein   by
reference.

                           ARTICLE II
                    AMOUNT AND TERMS OF LOAN

     2.01 Advances.

          (a)  Subject to and upon the terms and conditions herein set
forth,  including  without  limitation  Section  2.01(c)  hereof,
Lender agrees, at any time and from time to time from NDA Filing,
or  such earlier date as mutually agreed upon by the parties,  to
and including the earlier to occur of (i) Product Launch, or (ii)
[*]  (or in the case of this clause (ii), such later date as  may
be  established  in connection with a Revised Launch  Date  under
Section 14.3 of the Services Agreement), to make advances  ("Pre-
Approval Advances") to Borrower at such times and in such amounts
as  Borrower shall request pursuant to this Agreement, up  to  an
aggregate  principal amount of Ten Million Dollars  ($10,000,000)
(the  "Pre-Approval  Commitment").  If at any  time  or  for  any
reason,  the aggregate outstanding principal amount of  the  Pre-
Approval  Advances  is greater than the Pre-Approval  Commitment,
Borrower  shall immediately pay to Lender in cash the  amount  of
such  excess.   The  availability of the Pre-Approval  Commitment
shall not be on a revolving basis and, accordingly, once the Pre-
Approval  Advances or any portion thereof have been borrowed  and
repaid by Borrower, such amounts may not be reborrowed.

<PAGE>

          (b)  Subject to and upon the terms and conditions herein set
forth, Lender agrees that it shall make up to four advances (each
a "First Year Sales Advance") to Borrower at such times and in
such amounts as Borrower shall request pursuant to this
Agreement, during the period beginning on the last day of the
first Sales Quarter (as defined in the Services Agreement) to and
including the date one hundred eighty (180) days following the
last day of the fourth Sales Quarter (the "First Year
Availability End Date").  The maximum amount of each First Year
Sales Advance shall be determined as of the end of each Sales
Quarter during the First Sales Year (as defined in the Services
Agreement), and shall be an amount equal to (i) the Sales and
Marketing Fee (as defined in the Services Agreement) for such
Sales Quarter, minus (ii) 33% of the Net Sales of the Product (as
defined in the Services Agreement) during such Sales Quarter.
(The total amount of First Year Sales Advances allowed under this
section is referred to as the "First Year Sales Commitment"; the
Pre-Approval Commitment and the First Year Sales Commitment are
sometimes collectively referred to herein as the "Commitments"
and individually as a "Commitment").  If at any time or for any
reason, the aggregate outstanding principal amount of the First
Year Sales Advances is greater than the First Year Sales
Commitment, Borrower shall immediately pay to Lender in cash the
amount of such excess.  The availability of the First Year Sales
Commitment shall not be on a revolving basis and, accordingly,
once the First Year Sales Advances or any portion thereof have
been borrowed and repaid by Borrower, they may not be reborrowed.
(Pre-Approval Advances and First Year Sales Advances are
sometimes collectively referred to herein as the "Advances" and
individually as an "Advance.")

          (c)  Upon the termination of the Services Agreement, the Pre-
Approval Commitment and the First Year Sales Commitment shall
terminate and Lender shall have no further obligation to make Pre-
Approval Advances or First Year Sales Advances.  Upon the
delivery by Borrower to Lender of a Pre-Approval Termination
Notice (as defined in the Security Agreement), the Pre-Approval
Commitment (but not the First Year Sales Commitment) shall
terminate and Lender shall have no further obligation to make Pre-
Approval Advances.

          (d)  Each Advance shall be a principal amount of a loan,
evidenced by the respective Note referenced below.

     2.02 Use of Proceeds.

          (a)  The Pre-Approval Advances shall be used solely (i) to pay
invoices  covering Pre-Approval Marketing Activities and/or  Pre-
Approval   Marketing  Expenses  (as  defined  in   the   Services
Agreement),  which  are  delivered by  Innovex  to  Borrower  and
payable  after  NDA  Filing (ii) to pay  invoices  covering  Pre-
Approval   Marketing  Activities  and/or  Pre-Approval  Marketing
Expenses, which are delivered by Third Parties (as defined in the
Services Agreement) and payable after NDA Filing, as described in
Section 5.2.1 of the Services Agreement; provided, however,  that
the  aggregate amount of Advances used for the purpose  described
in  this  subsection (ii) shall not exceed the maximum  aggregate
amount  payable to Third Parties pursuant to the  terms  of  such
Section   5.2.1,  and  (iii)  for  working  capital  and  general
corporate purposes; provided, however, that the aggregate  amount
of  Advances  used for the purpose described in  this  subsection
(iii) shall not exceed the aggregate amount of invoices for  Pre-
Approval   Marketing  Activities  and/or  Pre-Approval  Marketing
Expenses  paid  by  Borrower prior to NDA Filing;  and  provided,
further,  that  Advances used for the purpose

<PAGE>

described in this subsection (iii) shall not be available at any time
that any amounts due and payable by Borrower to Lender are  outstanding.
(Pre-Approval  Advances  used for the purpose  described  in  the
preceding subsections (ii) and (iii) are sometimes referred to as
"Cash Advances.")

          (b)  The proceeds from the First Year Sales Advances shall be
used solely to pay Sales and Marketing Fees due to Innovex from
Borrower with respect to the first Sales Year.

     2.03 Notices of Advances; Disbursement of Funds.

          (a)  Whenever Borrower desires to obtain an Advance, Borrower
shall  give  to Lender and, in the case of Advances described  in
Sections  2.02(a)(i) and (b), Innovex, a written  notice  of  the
requested  Advance,  signed by an officer  of  Borrower  (each  a
"Notice  of  Advance"),  and received no  later  than  3:00  p.m.
Eastern  Time  three (3) Business Days before the  day  on  which
Borrower  desires the Advance to be made.  The Notice of  Advance
shall  specify: (i) a description of the invoice or fee  referred
to  in  Section  2.02  being paid; (ii) the  aggregate  principal
amount  of  the  Advance  to be made; (iii)  the  date  on  which
Borrower  desires the Advance to be made, which date shall  be  a
Business  Day; (iv) the type of Advance to be made;  (v)  in  the
case  of a Cash Advance, an account of Borrower to which the Cash
Advance  shall  be  directed and wire transfer instructions;  and
(vi)  that  Borrower represents and warrants that the  conditions
precedent set forth in Section 3.02 have been satisfied.  In  any
event,  the  giving of each Notice of Advance shall constitute  a
representation  and  warranty  by Borrower  to  Lender  that  the
conditions  precedent  set  forth  in  Section  3.02  have   been
satisfied.

          (b)  Whenever Borrower desires to obtain a Cash Advance, Lender
shall make available to Borrower, at an account of Borrower
specified to Lender by an officer of Borrower, no later than 2:00
p.m.  Eastern Time on the date specified in the Notice of Advance
for such Cash Advance, the aggregate amount of such requested
Cash Advance.  Each Notice of Advance requesting a Cash Advance
shall be irrevocable when sent by Borrower.

     2.04 Advances Made.  On the date specified in each Notice of
Advance  for Pre-Approval Advances (other than for Cash Advances)
and First Year Sales Advances, an Advance shall be made under the
applicable Note (as defined below) and the applicable invoice for
Pre-Approval  Marketing Activities and/or Pre-Approval  Marketing
Expenses, or the applicable Sales and Marketing Fee, as the  case
may  be,  shall be paid in the amount of the Advance (all without
the  necessity of the actual transfer of funds between Lender and
Borrower).   For  each Notice of Advance for  Cash  Advances,  an
Advance  shall  be made under the Pre-Approval Note  (as  defined
below)  at  the  time  the amount of the  Cash  Advance  is  made
available to Borrower in accordance with Section 2.03(b).

     2.05 Notes.  Borrower's obligation to pay the principal of, and
interest on, the Advances made by Lender shall be evidenced by
the following:

          (a)  For any and all Pre-Approval Advances made by Lender
pursuant  to this Loan Agreement, a single promissory  note  (the
"Pre-Approval Note") duly executed and delivered by  Borrower  in
the form of Exhibit B attached hereto.

<PAGE>

          (b)  For any and all First Year Sales Advances made by Lender
pursuant to this Loan Agreement, a single promissory note (the
"First Year Sales Note") duly executed and delivered by Borrower
in the form of Exhibit C attached hereto (the Pre-Approval Note
and the First Year Sales Note are sometimes collectively referred
to herein as the "Notes" and individually as a "Note").

          (c)  All Advances made by Lender to Borrower, and all payments in
respect thereof, shall be recorded by Lender and shall be
endorsed on the grid attached to the appropriate Note.  Failure
to make any such notation shall not affect Borrower's obligations
in respect of such Advances.

     2.06 Interest and Repayment; Late Payment.

          (a)  Borrower shall pay the aggregate outstanding principal
balance  of,  and  all  accrued  interest  on,  all  Pre-Approval
Advances on or before the Pre-Approval Maturity Date.

          (b)  With respect to each First Year Sales Advance, Borrower
shall pay the entire outstanding principal balance of, and all
accrued interest on, each First Year Sales Advance on the date
which is twenty-four (24) months after the date on which such
First Year Sales Advance was made.

          (c)  Notwithstanding subsections (a) and (b) above, the aggregate
outstanding principal balance of, and all accrued interest on,
all Advances shall become immediately due and payable to Lender
upon the termination of the Services Agreement by Lender pursuant
to Section 14.2 of the Services Agreement.

          (d)  Interest on the outstanding principal amount of each Advance
shall accrue and be payable at a rate per annum equal to [*]
percent ([*]%) above the Prime Rate in effect from time to time.
Interest shall be calculated on the basis of a 360-day year for
the actual number of days elapsed.  Interest shall be compounded
quarterly.

          (e)  Any outstanding principal of an Advance or accrued interest
amounts thereon that are not paid when due shall accrue interest
on a daily basis at the lesser of (i) [*] percent ([*]%) above
the Prime Rate in effect from time to time, or (ii) the maximum
rate permitted by law on any amount overdue, such accrual
beginning on the date payment is due and continuing until the
date payment is made in full.

          (f)  All payments of principal and interest shall be made to
Lender in lawful money of the United States of America in
immediately available funds.

     2.07 Conversion.

          (a)  At any time or from time to time after the occurrence and
during  the  continuance of an Event of Default, or four  hundred
fifty  (450) days after NDA Filing, Lender shall have the  option
to  convert,  in  whole  or  in part, the  outstanding  principal
balance  of  and  all accrued interest on the Pre-Approval  Note,
into  shares  of  common stock of Borrower  ("Common  Stock")  in
accordance with the provisions of this Agreement.  At any time or
from  time  to time,

<PAGE>

Lender shall have the option to convert,  in
whole  or in part, the outstanding principal balance of  and  all
accrued  interest on the First Year Sales Note,  into  shares  of
Common Stock in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, in the event that Lender exercises
its  conversion rights under this Section 2.07 to convert in part
outstanding  principal and interest amounts under the  Notes  and
such  conversion  results in Lender owning in  excess  of  twenty
percent  (20%)  of  the outstanding Common Stock,  then  promptly
following  written notice thereof to Lender by  Borrower,  Lender
will exercise its conversion rights with respect to any remaining
principal and interest under the Notes.  The number of shares  of
Common Stock into which the Notes may be converted shall be equal
to  (i)  the  total amount of outstanding principal  balance  and
accrued interest being converted, divided by (ii) the Fair Market
Value  as  of  the Conversion Effective Date (as defined  below);
provided,  however, that if Lender converts any  portion  of  the
Notes  after the occurrence of an Event of Default under  Section
7.01  (a)  or  7.01(d) hereof and after a notice referred  to  in
Section  7.02,  then the number of shares of  Common  Stock  into
which  the Notes may be converted shall be equal to (i) the total
amount  of  outstanding principal balance  and  accrued  interest
being converted, divided by (ii) the Default Conversion Price  as
of the Conversion Effective Date.  (Shares issued upon conversion
of  the Notes are sometimes referred to herein as the "Conversion
Shares.")  Promptly following Lender's written request,  Borrower
will   inform  Lender  in  writing  of  the  percentage  of   the
outstanding  Common  Stock owned by Lender.  Notwithstanding  the
foregoing,  Lender may not convert any or all of the  outstanding
principal  balance of and accrued interest on  the  Notes  within
twenty  (20)  days of any sale of Common Stock by Lender  or  its
Affiliates,  provided that this twenty (20)  day  waiting  period
shall  not  apply  to  the  conversion of  the  Notes  after  the
occurrence  and  during the continuance of an  Event  of  Default
under  Section 7.01(a) or 7.01(d) hereof or an Event  of  Default
under Section 7.01(g) or 7.01(h).

          (b)  Lender must give written notice to Borrower of its intent to
convert the Notes into Conversion Shares.  Such notice must state
(i) the amount of the outstanding principal and interest under
the Notes to be converted, (ii) the name or names in which the
certificate(s) for the Conversion Shares are to be issued, and
(iii) the date upon which such conversion shall be effective,
which shall be at least five (5) days after the date on which
such notice is given (the "Conversion Effective Date"); provided,
however, that if Borrower irrevocably pays and satisfies prior to
the Conversion Effective Date the amount of the outstanding
principal and interest to be converted pursuant to the notice,
then Lender's right to convert such principal and interest into
Common Stock shall terminate.  Notwithstanding anything to the
contrary in Section 2.07(a) above, if such notice of conversion
is given after the occurrence and during the continuance of an
Event of Default, such notice shall remain valid and such
conversion shall remain effective if thereafter such Event of
Default is not continuing.  Promptly upon delivery of such
notice, Borrower shall inform Lender of the aggregate percentage
of Borrower's capital stock Lender will hold after such
conversion.

          (c)  Upon the Conversion Effective Date, the outstanding
principal and interest under the Notes shall be deemed paid in
the amount of the portion of the Notes converted by Lender.
After the Conversion Effective Date, Borrower shall, as soon as
is practicable, issue and deliver to Lender at its principal
office a certificate or certificates for the number of Conversion
Shares to which Lender is entitled upon such conversion.

<PAGE>

          (d)  Borrower shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock solely for
the purpose of effecting the conversion of the Notes such number
of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of the Notes; and if at any
time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of the entire
outstanding principal balance of and accrued interest on the
Notes, in addition to such other remedies as shall be available
to Lender, Borrower shall use its best efforts to take such
corporate action as may, in the opinion of counsel, be necessary
to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purposes.

          (e)  Upon conversion of the Notes pursuant to this section, the
Conversion Shares shall be included in the definition of "Shares"
for all purposes of the Stock Purchase Agreement dated as of the
same date hereof, as amended, modified or supplemented from time
to time, between Lender and Borrower.

          (f)  Any conversion of Notes pursuant to this Section 2.07 shall
be subject to compliance with the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act"), together with any other
requirements for governmental consents.  If any filing under the
HSR Act is required in order to consummate such conversion, each
of Borrower and Lender shall cooperate and work diligently to
make such filing and obtain the termination or expiration of the
waiting period promptly.  In the event of a delay in the
conversion of the Notes by reason of the need to obtain
governmental consents, the number of Conversion Shares to be
issued shall be the same as if the conversion had occurred on the
originally specified Conversion Effective Date (i.e., without any
change by reason of the delay in conversion or any subsequent
change in the market value of the Conversion Shares).

                           ARTICLE III
                      CONDITIONS PRECEDENT

     3.01 Initial Conditions Precedent. The obligation of Lender to
perform  its obligations under this Agreement is subject  to  the
conditions precedent that Lender shall have received each of  the
following executed documents on the date of this Agreement:

          (a)  The Pre-Approval Note, in the form of Exhibit B attached
hereto;

          (b)  The First Year Sales Note, in the form of Exhibit C attached
hereto;

          (c)  A Security Agreement, dated as of the date of this Agreement
between Lender and Borrower (the "Security Agreement"), granting
Lender a first priority, perfected security interest in the
Collateral (as defined in the Security Agreement), as well as
financing statements and other instruments duly filed in each
jurisdiction that Lender deems necessary to establish and perfect
a first priority, perfected security interest created by the
Security Agreement in such Collateral;

          (d)  Copies of resolutions of the Board of Directors of Borrower
approving this Agreement, the Notes, the Security Agreement and
any other documents required or necessary to consummate the
transactions contemplated in this Loan Agreement (collectively,
the "Loan

<PAGE>

Documents") and the Services Agreement, in each case
certified by an appropriate officer of Borrower;

          (e)  A certificate of the appropriate officers of Borrower
certifying (i) the names and true signatures of the officers of
Borrower authorized to sign the Loan Documents and the Services
Agreement, (ii) that the representations and warranties contained
in Article IV of this Agreement are true and correct as of the
date hereof, and (iii) that no event has occurred and is
continuing, which constitutes an Event of Default (as defined in
Section 7.01 hereof) or would constitute an Event of Default but
for the requirement that notice be given or time elapse or both;

          (f)  A copy of the Ranolazine License Agreement, and all
amendments thereto, certified as true and correct by an
appropriate officer of Borrower.

          (g)  A legal opinion of Cooley Godward LLP, counsel for Borrower,
regarding the Loan Documents and the transactions contemplated
thereby; and

          (h)  Consents required to effectuate the transactions
contemplated by this Agreement from all necessary parties (if
any), including without limitation Hambrecht & Quist and Biogen,
Inc. or their respective affiliates, and the licensor under the
Ranolazine License Agreement.

     3.02 Conditions Precedent to All Advances.  The obligation of
Lender  to  make  each Advance shall be subject  to  the  further
conditions precedent that on the date of such Advance:

          (a)  The representations and warranties contained in Article IV
of  this Agreement are true and correct on and as of the date  of
such Advance, before and after giving effect to such Advance  and
to  the application of the proceeds therefrom, as though made  on
and as of such date; and

          (b)  No event has occurred and is continuing, or would result
from such Advance or from the application of the proceeds
therefrom, which constitutes an Event of Default, or would
constitute an Event of Default but for the requirement that
notice be given or time elapse or both or that obligations of
Borrower under the Loan Documents be outstanding as required in
Section 7.01.

                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES
                           OF BORROWER

     Borrower represents and warrants to Lender as follows:

     4.01  Corporate  Status.  Borrower  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.

<PAGE>

     4.02 Corporate Power and Authority.  The execution and delivery
by Borrower of the Loan Documents, the performance of the terms
and obligations therein, and the issuance, sale and delivery of
the Common Stock issuable upon conversion of the Notes are each
within Borrower's corporate powers and have been duly authorized
by all necessary corporate action on the part of Borrower.  The
Loan Documents, when executed and delivered hereunder, will
constitute valid and legally binding obligations of Borrower
enforceable against Borrower in accordance with their terms,
subject to (i) applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally,
and (ii) 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, or any other party, is
required for the due execution, delivery and performance by
Borrower of the Loan Documents or Services Agreement, where the
failure to obtain any such authorization, consent, approval or
other action or the failure to so notify or file, would have a
material adverse effect on Borrower.

     4.04 No Violation.  Neither the execution or delivery by Borrower
of the Loan Documents and the Services Agreement, nor the
performance of their respective terms and obligations, will (i)
violate Borrower's charter or bylaws, (ii) constitute a breach or
default under any agreement or instrument to which Borrower is a
party or by which Borrower is bound, which breach or default
would have a material adverse effect on Borrower, (iii) violate
any applicable law, rule or regulation, which violation would
have a material adverse effect on Borrower, or (iv) violate any
order, writ, injunction, decree or judgment of any court or
governmental authority applicable to or binding on the Borrower,
which violation would have a material adverse effect on Borrower.

     4.05 Financial Statements; Budget and Projections.
          (a)  All financial statements contained in the SEC Documents (as
defined  in  Section 4.07) filed by Borrower with the  Securities
and Exchange Commission (the "Commission"), 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 Borrower
and  its  subsidiaries as of 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  Borrower  and  its
subsidiaries  for the periods then ended, all in accordance  with
GAAP.

          (b)  Since the date of Borrower'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 Borrower and its subsidiaries.

          (c)  Borrower has furnished Lender with a summary of Borrower's [
* ] for its fiscal year ending December 31, 1999.  Such [ * ],
taken as a whole, are reasonable.

<PAGE>

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

     4.07 SEC Filings.  Borrower has filed with the Commission 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 Securities Exchange Act of 1934, as amended (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 of 1933, as
amended (the "Securities Act") and the Exchange Act and the rules
and regulations of the Commission 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.

     4.08 Valid Issuance.  Upon Borrower's issuance of any and all
shares of Common Stock upon conversion of the Notes, such shares
of Common Stock shall be duly authorized, validly issued, fully
paid, non-assessable and free and clear of all liens and
encumbrances.

     4.09 Compliance with Statutes, etc.  Each of Borrower 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 the
failure to be in compliance would not have a material adverse
effect on Borrower.

     4.10  Tax  Returns and Payments.  Each of Borrower  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 Borrower
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  Borrower  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 Borrower.

     4.11 Insurance.  Borrower 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.

     4.12 No Infringement.  To its knowledge, Borrower 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

<PAGE>

without any known infringement of the rights of others. No event has
occurred which, to the knowledge of Borrower, 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 Borrower, neither
Borrower 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, Borrower is not pursuing any
action against any third party for the infringement of Borrower's
patents, patent applications, trademarks, service marks, trade
names, copyrights, trade secrets, or licenses relating to its
business.

     4.13 Debt.  As of the Effective Date, no Debt is outstanding or
owed by Borrower except the Debt listed on Schedule 4.13.  Set
forth on Schedule 4.13 is a list of all amounts of outstanding
Debt of Borrower for borrowed money and the maturity dates
thereof.

     4.14 Liens.  As of the Effective Date, no lien, mortgage, pledge
or security interest exists upon or with respect to any of
Borrower's properties or assets, and no Lien (as defined in
Section 6.03) exists on or with respect to any of the Collateral
(as defined in the Security Agreement), except in each case as
listed on Schedule 4.14.

                            ARTICLE V
            REPRESENTATIONS AND WARRANTIES OF LENDER

     Lender  hereby  represents  and  warrants  to  Borrower   as
follows:

     5.01   Corporate  Status.   Lender  is  a  corporation  duly
incorporated,  validly existing and in good  standing  under  the
laws  of  the  State  of North Carolina, 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 Lender of the Loan Documents, and the performance of the terms
and obligations therein, are each within Lender's corporate
powers, and each has been duly authorized by all necessary
corporate action.  The Loan Documents, when executed and
delivered hereunder, will constitute valid and legally binding
obligations of Lender enforceable against Lender in accordance
with their terms, subject to (i) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, and (ii) the effect of general
principles of equity, regardless of whether considered in a
proceeding in equity or at law.

     5.03 Investment.  Lender is acquiring the Notes and the Common
Stock issuable upon conversion of the Notes (collectively, the
"Securities") for investment for Lender'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 Securities Not Registered.  Lender understands that the
Notes are not, and any Common Stock acquired upon conversion of
the Notes at the time of issuance might not be, registered under
the Securities Act on the ground that the sale provided for in
this Agreement and the issuance of Securities hereunder is exempt
from registration under the Securities Act

<PAGE>

pursuant to Section 4(2) thereof, and that Borrower's reliance on such
exemption is predicated on Lender's representations set forth herein.

     5.05 Accredited Investor.  Lender 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 Securities.  Lender understands that the
Securities 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 Securities or an available exemption from
registration under the Securities Act, the Securities must be
held indefinitely.  Lender is aware that the Securities 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 any of the shares of Common Stock issued upon
conversion of the Notes 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
     THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER
     EVIDENCE, SATISFACTORY TO THE 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 ______________, 1999, A COPY OF WHICH IS ON  FILE
     AT  THE  COMPANY'S PRINCIPAL OFFICES AND  IS  AVAILABLE
     UPON REQUEST."

     5.08 Investment Information.

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

          (b)  By reason of Lender's business or financial experience,
Lender has the capacity to make the decision referred to in
subsection (a) above.
                           ARTICLE VI
                      COVENANTS OF BORROWER

     So  long  as any or all of the Notes shall remain unpaid  or
Lender shall have any Commitment hereunder, Borrower shall comply
with  the  following covenants (it being

<PAGE>

understood that Sections 6.01,  6.05  and  6.06 shall not be effective
until  the  initial Advance is made):

     6.01 Compliance with Laws, Etc.  Borrower shall comply, and cause
each of its subsidiaries to comply, in all material respects with
all  applicable  laws, rules, regulations and orders,  where  the
failure  to  so  comply would have a material adverse  effect  on
Borrower,  such  compliance to include without limitation  paying
before  the  same  become delinquent all taxes,  assessments  and
governmental charges imposed upon it or upon its property  except
to the extent contested in good faith.

     6.02 Transfers of Assets.  Borrower shall not sell, convey,
transfer, lease, license, assign or otherwise dispose of (whether
in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter
acquired) to any person or entity, or permit any of its
subsidiaries to do so.  Borrower shall not sell, convey,
transfer, lease, license, assign or otherwise dispose of (whether
in one transaction or in a series of transactions) (i) any of the
Pre-Approval Collateral (as defined in the Security Agreement)
until such time as the Pre-Approval Commitment has been
terminated and all obligation of Borrower under the Loan
Documents with respect to Pre-Approval Advances have been
irrevocably paid and satisfied in full and (ii) any of the First
Year Sales Collateral (as defined in the Security Agreement)
until such time as the First Year Sales Commitment has been
terminated and all obligations of Borrower under the Loan
Documents with respect to First Year Sales Advances have been
irrevocably paid and satisfied in full.

     6.03 Liens, Etc.  Borrower shall not create or allow to be
created, or permit any of its subsidiaries to create or allow to
be created, any lien, mortgage, pledge, security interest or
other encumbrance (collectively "Liens"), upon or with respect to
(i) any of the Pre-Approval Collateral (as defined in the
Security Agreement) until such time as the Pre-Approval
Commitment has been terminated and all obligation of Borrower
under the Loan Documents with respect to Pre-Approval Advances
have been irrevocably paid and satisfied in full and (ii) any of
the First Year Sales Collateral (as defined in the Security
Agreement) until such time as the First Year Sales Commitment has
been terminated and all obligations of Borrower under the Loan
Documents with respect to First Year Sales Advances have been
irrevocably paid and satisfied in full.  Notwithstanding the
preceding sentence, Borrower may create Liens upon such
Collateral securing indebtedness which is junior and subordinate
in right of payment to Borrower's obligations to Lender under the
Loan Documents ("Junior Liens") so long as, prior to the creation
of such Junior Liens, Lender has consented in writing to such
Junior Liens (such consent not to be unreasonably withheld) and
Lender and the holder of such Junior Liens have entered into a
subordination agreement in form and substance reasonably
satisfactory to the Lender providing for the subordination of the
indebtedness secured by the Junior Liens to the obligations of
Borrower under the Loan Documents.

     6.04 Debt.  Borrower shall not create or allow to be created or
permit any of its subsidiaries to create or allow to be created,
any Debt which is senior in right of payment to Borrower's
indebtedness pursuant to this Agreement.

<PAGE>

     6.05 Corporate Existence; Business.  Borrower will (i) maintain
and preserve in full force and effect its corporate existence,
and (ii) continue to engage in the business in which it is
engaged on the date hereof.

     6.06 SEC Information.  Borrower will provide to Lender a copy of
any and all forms, reports, or other documents filed with the
Securities and Exchange Commission contemporaneously with
providing such documents to the Securities and Exchange
Commission.
                           ARTICLE VII
                        EVENTS OF DEFAULT

     7.01 Events of Default.  At any time at which any obligations of
the  Borrower  are  outstanding under  the  Loan  Documents  with
respect  to any Advances, the occurrence of each of the following
events  shall  be  considered  an event  of  default  ("Event  of
Default"):

          (a)  Borrower shall fail to pay any principal of, or interest on,
either  of  the Notes when the same becomes due and  payable  and
four  (4) Business Days have elapsed following receipt of  notice
of such non-payment from Lender to Borrower;

          (b)  Any representation or warranty made by Borrower under or in
connection with this Agreement shall prove to have been incorrect
in any respect when made and such incorrect representation or
warranty has a material adverse effect on Borrower or
significantly impairs the prospect that Lender will be repaid in
accordance with the terms of this Agreement and is not cured
within thirty (30) days of receipt of notice by Borrower;

          (c)  Borrower shall fail to perform or observe, in any respect,
any term, covenant or agreement contained in this Agreement
required to be performed or observed by Borrower (other than
under Section 6.02 or 6.03 above) and such failure to perform or
observe any term, covenant or agreement contained in this
Agreement has a material adverse effect on Borrower or
significantly impairs the prospect that Lender will be repaid in
accordance with the terms of this Agreement and is not cured
within thirty (30) days after receipt of notice by Borrower;

          (d)  Borrower shall fail to perform or observe, in any respect,
the provisions of Section 6.02 or 6.03 above except as provided
in Section 8.02; and, in the case of Section 6.03, if such Event
of Default is based on a tax lien, judgment lien or materialman's
lien, such judgment shall continue without discharge or stay for
a period of sixty (60) days;

          (e)  One or more judgments or orders for the payment of money
shall be entered against Borrower or any of its subsidiaries
involving in the aggregate a liability of [*] or more, and each
such judgment or order shall continue without discharge or stay
for a period of sixty (60) days;

          (f)  Borrower or any of its subsidiaries shall (i) commence a
voluntary case under the federal bankruptcy laws (as now or
hereafter in effect), (ii) file a petition seeking to take
advantage of any other laws relating to bankruptcy, insolvency,
reorganization, winding up or composition for adjustment of
debts, (iii) consent to or fail to contest in a timely and

<PAGE>

appropriate manner any petition filed against it in an
involuntary case under such bankruptcy laws or other laws, (iv)
apply for or consent to, or fail to contest in a timely and
appropriate manner, the appointment of, or the taking of
possession by, a receiver, custodian, trustee, or liquidator of
itself or of a substantial part of its property, (v) admit in
writing its inability to pay its debts as they become due, (vi)
make a general assignment for the benefit of creditors, or (vii)
take any corporate action for the purpose of authorizing any of
the foregoing;

          (g)  A case or other proceeding shall be commenced against
Borrower or any of its subsidiaries in any court of competent
jurisdiction seeking (i) relief under the federal bankruptcy laws
(as now or hereafter in effect) or under any other laws relating
to bankruptcy, insolvency, reorganization, winding up or
adjustment of debts, or (ii) the appointment of a trustee,
receiver, custodian, liquidator or the like for Borrower or any
of its subsidiaries or for all or any substantial part of their
respective assets, and such case or proceeding shall continue
without dismissal or stay for a period of sixty (60) consecutive
days, or an order granting the relief requested in such case or
proceeding (including, but not limited to, an order for relief
under such federal bankruptcy laws) shall be entered;

          (h)  A Change of Control shall occur;

          (i)  Any Debt of Borrower or any of its subsidiaries in excess of
[*] shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment)
prior to the stated maturity thereof;

          (j)  Borrower shall fail to meet the continued listing criteria
of the Nasdaq National Market or Nasdaq Smallcap Market at any
time and shall not cure such failure within thirty (30) days of
receipt of notice by Borrower of the occurrence thereof; or

          (k)  Borrower shall violate or breach the provisions of Section
14.5 of the Services Agreement.

     7.02  Default.  If any Event of Default shall occur  and  be
continuing,  then Lender (i) may, by notice to Borrower,  declare
its  obligation to make Advances to be terminated, whereupon  the
same  shall  forthwith  terminate, and (ii)  may,  by  notice  to
Borrower,  declare each Note, all interest thereon and all  other
amounts  payable  under this Agreement to be  forthwith  due  and
payable,  whereupon  each Note, all such interest  and  all  such
amounts  shall become and be, forthwith due and payable,  without
presentment, demand, protest or further notice of any  kind,  all
of  which  are  hereby  expressly waived  by  Borrower;  provided
however  that if an Event of Default specified in Section 7.01(f)
and  (g)  shall  occur,  (A) the obligation  of  Lender  to  make
Advances shall automatically be terminated and (B) each Note, all
such interest and all such amounts shall automatically become and
be  due and payable, without presentment, demand, protest or  any
notice  of any kind, all of which are hereby expressly waived  by
Borrower.

                          ARTICLE VIII
                  CERTAIN AGREEMENTS OF LENDER

     8.01 Subordination.  Effective upon the initial Advance, Lender
agrees  that  the indebtedness of Borrower under the  Notes  (the
"Subordinated  Debt") is subordinate in right of

<PAGE>

payment  to  the prior  payment of the indebtedness of Borrower under
the Biogen Loan Agreement up to, but only up to, an aggregate amount of
[*] (the  "Senior  Debt"), except as provided in this  Section  8.01.
Principal  and interest due and payable from Borrower  to  Lender
under  the Subordinated Debt may be paid in accordance  with  the
terms  and  conditions  of this Agreement until  and  unless  the
holder of the Senior Debt: notifies Borrower in writing to  cease
making such payments on the Subordinated Debt as a result of  any
default  or event which has occurred that entitles the holder  of
the  Senior  Debt  to accelerate or declare due and  payable  the
Senior Debt prior to its stated maturity; and declares the Senior
Debt  due and payable.  Borrower shall not resume making payments
to Lender until it receives written notice from the holder of the
Senior Debt stating that such default or event has abated or been
cured  and  that  Borrower may resume making payments;  provided,
however,  that the holder of the Senior Debt shall  provide  such
notice  promptly  upon the abatement or cure, to  its  reasonable
satisfaction, or such default or event.  The holder of the Senior
Debt  shall  send to Lender concurrently any notice it  sends  to
Borrower  to cease making payments, or any notice of  default  or
other  event  that  would cause a deferral of  payments,  on  the
Subordinated  Debt.   In  addition, Lender  shall  enter  into  a
subordination agreement reflecting the foregoing subordination in
form and substance reasonably acceptable to Biogen and Lender.

     8.02 Inventory Financing.  Upon the written request of Borrower,
Lender agrees to negotiate in good faith with Borrower and a
third-party lender, which proposes to provide to Borrower
inventory financing with respect to the Product (the "Financing
Party"), to enter into an intercreditor agreement on terms
reasonably satisfactory to Lender, providing that, effective upon
the repayment of all of Borrower's obligations under the Loan
Documents with respect to Pre-Approval Advances (i) each of
Lender and the Financing Party will have a security interest in
the First Year Sales Collateral, (ii) the Financing Party will
serve as collateral agent for the First Year Sales Collateral for
the benefit of Lender and the Financing Party, and (iii) the
obligations of Borrower to the Financing Party shall be
subordinate to the prior payment in full of all of Borrower's
obligations under the Loan Documents with respect to First Year
Sales Advances.
                           ARTICLE IX
                          MISCELLANEOUS

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

     9.02 Notices, Etc.  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 (i) mailed by first class
certified or registered mail, postage prepaid, (ii) sent by
express delivery service, (iii) personally delivered, or (iv)
made by telecopy or facsimile transmission.

     If to Borrower:     CV Therapeutics, Inc.

<PAGE>

                         3172 Porter Drive
                         Palo Alto, CA 94304
                         Attn: Cynthia L. Clark, General Counsel
                         Facsimile:  (650) 858-0388

     with a copy to:     Cooley Godward LLP
                         Five Palo Alto Square
                         3000 El Camino Real
                         Palo Alto, CA 94306-2155
                         Attn: Robert L. Jones
                         Facsimile:  (650) 857-0663

     If to Lender:       Quintiles Transnational Corp.
                         4709 Creekstone Drive
                         Riverbirch Bldg., Suite 200
                         Durham, NC 27703
                         Attn: John S. Russell
                         Facsimile:  (919) 998-2759

     with  a  copy to:   Smith, Anderson, Blount, Dorsett,
                         Mitchell & Jernigan, L.L.P.
                         2500 First Union Capitol Center
                         Raleigh, NC 27601
                         Attn: Gerald F. Roach, Esq.
                         Facsimile:  (919) 821-6800

     If to Innovex:      Innovex, Inc.
                         10 Waterview Boulevard
                         Parsippany, NJ 07054
                         Attn: David Stack, President
                         Facsimile:  (973) 257-4581

     with a copy to:     L. Stephen Garlow
                         General Counsel
                         10 Waterview Boulevard
                         Parsippany, NJ 07054
                         Facsimile:  (973) 257-4581

     9.03 No Waiver; Remedies.  No failure on the part of Lender to
exercise,  and  no  delay in exercising, any right  hereunder  or
under the Notes 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.

     9.04 Right of Set-off.  Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to
set off and apply any milestone payment obligation by Lender to
Borrower under the Services Agreement against any and all of the
obligations of Borrower now or hereafter existing under this
Agreement and the Notes, whether or not Lender

<PAGE>

shall have made any demand under this Agreement or the Notes and although
such obligations may be unmatured.  Lender agrees promptly to notify
Borrower after any such set-off and application, provided that
the failure to give such notice shall not affect the validity of
such setoff and application.  The rights of Lender under this
Section 9.04 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which
Lender may have.

     9.05 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.

     9.06 Binding Effect; Assignment.  This Agreement shall be binding
upon and inure to the benefit of Borrower and Lender and their
respective successors and assigns, provided that neither Borrower
nor Lender may assign or transfer any or all of its rights or
obligations under the Loan Documents without the prior written
consent of the other party; provided however, that Lender may at
any time assign or transfer any or all of its rights or
obligations under the Loan Documents to an Affiliate.

     9.07 Governing Law; Consent to Jurisdiction .  This Agreement and
the Notes 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 principals thereof.  Borrower and
Lender hereby irrevocably consents 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 the Loan Documents, any rights or
obligations hereunder or the performance of such rights and
obligations.  Lender and Borrower 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
the Loan Documents or the Services Agreement, any rights or
obligations hereunder or thereunder, or the performance of such
rights and obligations.

     9.08 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.

     9.09 Entire Agreement.  This Agreement and the other Loan
Documents embody the entire agreement and understanding between
the parties hereto and supersede all prior oral or written
agreements and understandings relating to the subject matter
hereof.  No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in the Loan
Documents shall affect, or be used to interpret, change or
restrict, the express terms and provisions of the Loan Documents.

     9.10 Inconsistent Terms.  If any provision contained in this
Agreement  is  in  conflict  with,  or  inconsistent  with,   any
provision of the Services Agreement, then the provision contained
in this Agreement shall control.

<PAGE>

     9.11 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.

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

             REST OF PAGE INTENTIONALLY LEFT BLANK;
                  SIGNATURES ON FOLLOWING PAGE

<PAGE>

                Signature Page to Loan Agreement

     In Witness Whereof, the parties hereto have caused this Loan
Agreement  to be executed by their respective officers  thereunto
duly authorized, as of the date first above written.

                                BORROWER:

                                CV THERAPEUTICS, INC.

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


                                LENDER:

                                QUINTILES TRANSNATIONAL CORP.

                                By:
                                Name:
                                Title:

<PAGE>

                Signature Page to Loan Agreement

     In Witness Whereof, the parties hereto have caused this Loan
Agreement  to be executed by their respective officers  thereunto
duly authorized, as of the date first above written.

                                BORROWER:

                                CV THERAPEUTICS, INC.

                                By:
                                Name:
                                Title:

                                LENDER:

                                QUINTILES TRANSNATIONAL CORP.

                                By:/s/ James L. Bierman
                                Name:  James L. Bierman
                                Title: Senior Vice President
                                       Corporate Development


<PAGE>

                            EXHIBIT A
                           DEFINITIONS

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

     "Agreement"  or  "Loan  Agreement"  shall  mean  this   Loan
Agreement between Lender and Borrower.

     "Biogen Loan Agreement" shall mean the Loan Agreement  dated
March 7, 1997 between Borrower and Biotech Manufacturing Ltd.,  a
wholly-owned  subsidiary of Biogen, Inc. ("Biogen"),  as  amended
from time to time.

     "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.

     "Change of Control" shall mean the occurrence of any of  the
following  events:  (i)  the  acquisition,  whether  directly  or
indirectly,  by  any  person or entity, including  a  "group"  as
defined  in  Section 13(d)(3) of the Exchange Act, of  more  than
thirty  percent  (30%)  of  the Common Stock  of  Borrower;  (ii)
Borrower  shall  merge  or  consolidate  with  or  into   another
corporation  with  the  effect that  the  persons  who  were  the
shareholders of Borrower immediately prior to the effective  time
of  such merger or consolidation hold less than fifty-one percent
(51%)  of the combined voting power of the outstanding securities
of  the  surviving corporation of such merger or the  corporation
resulting  from  such consolidation ordinarily  (and  apart  from
rights accruing under special circumstances) having the right  to
vote  in  the election of directors; or (iii) at any time  during
any calendar year, fifty percent (50%) or more of the members  of
the  full  Board of Directors of Borrower shall have resigned  or
been removed or replaced.

     "Debt" shall mean (i) indebtedness for borrowed money,  (ii)
obligations  evidenced  by  bonds,  debentures,  notes  or  other
similar  instruments,  (iii)  obligations  to  pay  the  deferred
purchase  price  of  property or services,  (iv)  obligations  as
lessee  under  leases  which shall have been  or  should  be,  in
accordance   with   generally  accepted  accounting   principles,
recorded  as capital leases, and (v) obligations under direct  or
indirect guaranties in respect of, and obligations (contingent or
otherwise)  to  purchase or otherwise acquire,  or  otherwise  to
assure  a  creditor against loss in respect of,  indebtedness  or
obligations  of  others of the kinds referred to in  clauses  (i)
through (iv) above.

     "Default  Conversion Price" shall mean (a) the  Fair  Market
Value of the Common Stock, multiplied by (b) [*].

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

     "Fair  Market Value" 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  ten (10) trading days immediately prior to 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 ten (10) trading  days
immediately  prior  to 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

<PAGE>

nationally  recognized investment banking firm chosen in good faith by
Borrower's  board of directors.

     "Knowledge" of the Borrower shall mean the knowledge of  one
or more of Borrower's executive officers.

     "NDA  Filing" shall have the meaning given such term in  the
Services Agreement.

     "Pre-Approval Maturity Date" shall mean the earlier to occur
of (a) [ * ] following Product Launch, or (b) [ * ] following the
date of the NDA Filing (as defined in the Services Agreement).

     "Prime  Rate" shall mean the rate which Bank of  America  at
either  Charlotte,  North Carolina or San  Francisco,  California
announces from time to time as its prime rate, the Prime Rate  to
change when and as such prime rate changes.

     "Product"  shall  have the meaning given such  term  in  the
Services Agreement.

     "Product Launch" shall have the meaning given such  term  in
the Services Agreement.

     "Ranolazine  License  Agreement"  shall  mean  the   License
Agreement  dated  as of March 27, 1996 between  Syntex  (U.S.A.),
Inc.,  as  licensor, and Borrower, as licensee, as  amended  from
time to time.

<PAGE>

                            EXHIBIT B
                        PRE-APPROVAL NOTE

<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.

<PAGE>

               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

<PAGE>

               ADVANCES AND PAYMENTS OF PRINCIPAL

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



<PAGE>

                            EXHIBIT C
                      FIRST YEAR SALES NOTE


<PAGE>

                         PROMISSORY NOTE

                                                 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 aggregate principal  amount  of
all  Advances  (as  defined below) made  by  Lender  to  Borrower
pursuant to the Loan Agreement (as defined below) and endorsed on
the  grid attached hereto, which is a part of this Note, together
with  accrued  and unpaid interest thereon.  The  interest  shall
accrue  on  the  unpaid principal amount of each Advance  at  the
rates  and  in  the manner provided in the Loan  Agreement.   The
unpaid principal amount of, and accrued interest on, each Advance
is  due  and  payable to Lender on the date which is twenty  four
(24)  months  after the date on which such Advance was  made,  as
provided in the Loan Agreement.  Borrower may prepay this Note in
full  or  in  part at any time without penalty.  Any  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 First Year Sales 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  First  Year  Sales 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 Lender
may, under certain circumstances set forth in Section 2.07 of the
Loan Agreement, 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.

<PAGE>

             Signature Page to First Year Sales Note

     This  Note  shall  be  governed  by  and  be  construed   in
accordance with the laws 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
                                Ttitle: Chairman & CEO

<PAGE>

               ADVANCES AND PAYMENTS OF PRINCIPAL

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



<PAGE>

Schedule 4.13
Debt of Borrower

Long-term debt consists of the following:

     Biogen  Loan Agreement in the amount of $7,500,000 at  prime
plus 1.0% (8.75% at March 31, 1999) with interest due annually on
March  10th;  first  $3.0  million  of  principal  due  in  equal
installments beginning March 10, 2000 through February 10,  2005;
remaining  $4.5  million  to  be  deducted  from  future  royalty
payments  or  repaid through the issuance of  common  stock.   An
additional $4.5 million to be made available upon achievement  of
certain  development  milestones and this may  be  deducted  from
future  royalty payments or repaid through the issuance of common
stock.

     Future  minimum  lease payments as of  March  31,  1999  for
noncancelable capital lease with Mellon US Leasing, a Division of
Mellon US Leasing Corporation, is as follows:

          1999                             $  83,564
          2000                              $111,419
          2001                              $111,419
          2002                              $162,918

          Total minimum payments            $469,320
          Less amount representing          (70,932)
          interest
          Present value of future           $398,388
          lease payments

     Guarantor  of second mortgage from Imperial Bank for  Andrew
W.  Wolff,  Vice  President Clinical Research and Development  of
Borrower,  and Dianne Budd, his wife, dated October 27,  1997  in
the  original amount of $75,000.  The maturity date of the second
mortgage is October 28, 2002.

<PAGE>

Schedule 4.14
Lien, Mortgage, Pledge, or Security Interest of Borrower

On Borrower's properties or assets:

     Lien Holder:   Ice Machines Incorporated
                    1228 Folsom St.
                    San Francisco

                    Financing Statement on leased Crystal Tips Flaker,
                    Model 404-UAF-161 filed May 21, 1997, pursuant  to
                    equipment lease dated May 13, 1997.

     Lien Holder:   OCE-USA, Inc.
                    5450 N. Cumberland
                    Chicago, IL 60656

                    Financing  Statement on leased  copier,  Oce  3045
                    filed  September 11, 1997 pursuant to Term  Rental
                    Agreement dated June 6, 1997.

On the Collateral:

None.




[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.