<PAGE>

                            EXECUTIVE
                  SEVERANCE BENEFITS AGREEMENT


     This    Executive   Severance   Benefits   Agreement    (the
"Agreement") is entered into this 31st day of August,  2000  (the
"Effective Date"), between Tricia Borga Suvari ("Executive")  and
CV Therapeutics, Inc. (the "Company"). This Agreement is intended
to provide Executive with the compensation and benefits described
herein   upon   the  occurrence  of  specific  events.    Certain
capitalized terms used in this Agreement are defined  in  Article
5.

     The Company and Executive hereby agree as follows:

                            article 1

          Scope of and Consideration for this Agreement

     .1   Executive is currently employed by the Company.

     .2   The Company and Executive wish to set forth the compensation
and  benefits which Executive shall be entitled to receive in the
event Executive's employment with the Company is terminated under
the circumstances described herein following a Change in Control.

     .3   The duties and obligations of the Company to Executive under
this  Agreement  shall be in consideration for  Executive's  past
services  to  the Company, Executive's continued employment  with
the Company, and Executive's execution of a release in accordance
with Section 3.1.

     .4   This Agreement shall supersede any other agreement relating
to  cash  severance benefits and health benefits in the event  of
Executive's severance from employment with the Company  following
a Change in Control.

                            article 2

                       Severance Benefits

     .1   Severance Benefits.  If Executive's employment terminates
due to an Involuntary Termination Without Cause or a Constructive
Termination  within thirteen (13) months following the  effective
date  of a Change in Control, such termination of employment will
be  deemed a Covered Termination.  A Covered Termination entitles
Executive to receive the following benefits set forth in Sections
2.2, 2.3, 2.4, and 2.5.

     .2   Salary Continuation.  Executive shall continue to receive
Base   Salary  for  eighteen  (18)  months  following  a  Covered
Termination.   Such amount shall be paid in regular  installments
on  the  normal payroll dates of the Company and shall be subject
to all required tax withholding.

     .3   Bonus.  The Company shall pay to Executive an amount equal
to  one hundred and fifty percent (150%) of the annual bonus paid
to  the Executive in the year immediately preceding

<PAGE>

the effective date  of  the Change in Control.  Such amount shall  be
paid in regular installments on the normal payroll dates of the Company
and shall be subject to all required tax withholding.

     .4   Health Benefits.  Provided that Executive elects continued
coverage  under  federal COBRA law, the  Company  shall  pay  the
premiums   of   Executive's  group  health  insurance   coverage,
including  coverage for Executive's eligible  dependents,  for  a
maximum  period  of  eighteen  (18) months  following  a  Covered
Termination;  provided,  however,  that  the  Company  shall  pay
premiums  for  Executive's eligible dependents only for  coverage
for  which  those  eligible dependents were enrolled  immediately
prior  to the Covered Termination.  No premium payments  will  be
made  following the effective date of Executive's coverage  by  a
health  insurance plan of a subsequent employer.  For the balance
of  the  period  that  Executive is entitled  to  coverage  under
federal  COBRA law, Executive shall be entitled to maintain  such
coverage at Executive's own expense.

     .5    Option Acceleration.  Subject to Section 3.4 below, if
Executive's  employment  with the Company  terminates  due  to  a
Covered  Termination, then all options of Executive  to  purchase
the  Company's common stock (or the stock of a successor  to  the
Company by reason of assumption or substitution of options) shall
become immediately fully vested and exercisable as of the date of
Executive's termination of employment.

     .6    Mitigation.  Except as otherwise specifically provided
herein,  Executive shall not be required to mitigate  damages  or
the  amount  of  any  payment provided under  this  Agreement  by
seeking  other employment or otherwise, nor shall the  amount  of
any  payment provided for under this Agreement be reduced by  any
compensation  earned by Executive as a result  of  employment  by
another  employer  or  by  any retirement  benefits  received  by
Executive after the date of the Covered Termination.

                            article 3

             Limitations And Conditions On Benefits

     .1   Release Prior To Payment Of Benefits.  Upon the occurrence
of  a  Covered  Termination, and prior  to  the  payment  of  any
benefits  under  this  Agreement  on  account  of  such   Covered
Termination, Executive shall execute a release (the "Release") in
the form attached hereto and incorporated herein as Exhibit A  or
Exhibit B, as applicable.  Such Release shall specifically relate
to  all of Executive's rights and claims in existence at the time
of such execution and shall confirm Executive's obligations under
the  Company's  standard  form  of  proprietary  information  and
inventions agreement.  It is understood that, as specified in the
applicable  Release, Executive has a certain number  of  calendar
days  to  consider whether to execute such Release, and Executive
may  revoke  such  Release within seven (7) calendar  days  after
execution.  In the event Executive does not execute such  Release
within  the  applicable  period, or  if  Executive  revokes  such
Release  within the subsequent seven (7) day period, no  benefits
shall  be payable under this Agreement, and this Agreement  shall
be null and void.

<PAGE>

     .2    Termination of Benefits.  Benefits under this Agreement
shall  terminate  immediately  if the  Executive,  at  any  time,
violates   any   proprietary   information   or   confidentiality
obligation to the Company.

     .3   Non-Duplication of Benefits.  Executive is not eligible to
receive benefits under this Agreement more than one time.

     .4   Business Combination.  The provisions of this Agreement
described in Section 2.5 above pertaining to the acceleration  of
options  in  the  event  of  a Change  of  Control  (including  a
Constructive  Termination within thirteen (13)  months  following
the effective date of a Change of Control) shall not be effective
for  any  Change of Control initiated in any respect  during  the
period prior to February 28, 2001.



                            article 4

                       Parachute Payments

     Parachute  Payments.   If any payment or  benefit  Executive
would  receive  under  this Plan, when combined  with  any  other
payment or benefit Executive receives pursuant to the termination
of Executive's employment with the Company ("Payment"), would (i)
constitute  a "parachute payment" within the meaning  of  Section
280G  of  the  Internal  Revenue Code of 1986,  as  amended  (the
"Code"), and (ii) but for this sentence, be subject to the excise
tax  imposed by Section 4999 of the Code (the "Excise Tax"), then
such  Payment shall be either (x) the full amount of such Payment
or  (y)  such  lesser  amount (with cash payments  being  reduced
before  stock option compensation) as would result in no  portion
of  the Payment being subject to the Excise Tax, whichever of the
foregoing  amounts,  taking into account the applicable  federal,
state  and  local employment taxes, income taxes, and the  Excise
Tax results in Executive's receipt, on an after-tax basis, of the
greater  amount of the Payment notwithstanding that all  or  some
portion of the Payment may be subject to the Excise Tax.

                            article 5

                           Definitions

      For  purposes  of  the Agreement, the following  terms  are
defined as follows:

     .1   "Base Salary" means Executive's annual base salary as in
effect   during  the  last  regularly  scheduled  payroll  period
immediately preceding the Covered Termination.

     .2   "Board" means the Board of Directors of the Company.

     .3   "Cause" means that, in the reasonable determination of the
Company  or,  in  the  case of the Chief Executive  Officer,  the
Board, Executive:

          (a)  has committed an act that materially injures the business of
the Company;

<PAGE>

          (b)  has refused or failed to follow lawful and reasonable
directions  of  the Board or the appropriate individual  to  whom
Executive reports;

          (c)  has willfully or habitually neglected Executive's duties for
the Company; or

          (d)  has been convicted of a felony involving moral turpitude
that is likely to inflict or has inflicted material injury on the
business of the Company.

     Notwithstanding the foregoing, Cause shall not  exist  based
on  conduct  described  in clause (b) or clause  (c)  unless  the
conduct  described  in  such clause has  not  been  cured  within
fifteen (15) days following Executive's receipt of written notice
from the Company or the Board, as the case may be, specifying the
particulars of the conduct constituting Cause.

     .4   "Change in Control" means

          (a)  a sale of substantially all of the assets of the Company;

          (b)  a merger or consolidation in which the Company is not the
surviving  corporation (other than a merger or  consolidation  in
which shareholders immediately before the merger or consolidation
have,  immediately  after the merger or consolidation,  equal  or
greater stock voting power);

          (c)  a reverse merger in which the Company is the surviving
corporation  but  the  shares  of  the  Company's  common   stock
outstanding  immediately preceding the merger  are  converted  by
virtue of the merger into other property, whether in the form  of
securities,  cash  or otherwise (other than a reverse  merger  in
which   shareholders   immediately  before   the   merger   have,
immediately after the merger, greater stock voting power); or

          (d)  any transaction or series of related transactions in which
in excess of 50% of the Company's voting power is transferred.

     .5   "Company" means CV Therapeutics, Inc. or, following a Change
in Control, the surviving entity resulting from such transaction.

     .6   "Constructive Termination" means that Executive voluntarily
terminates  employment within thirteen (13)  months  following  a
Change  in  Control  after  any of the following  are  undertaken
without Executive's express written consent:

          (a)   the  assignment to Executive  of  any  duties  or
responsibilities  which  results in a significant  diminution  in
Executive's  function  as  in effect  immediately  prior  to  the
effective date of the Change in Control; provided, however,  that
a  mere  change  in Executive's title or reporting  relationships
shall not constitute a Constructive Termination;

          (b)  a reduction by the Company in Executive's annual base
salary,  as  in  effect on the effective date of  the  Change  in
Control or as increased thereafter;

<PAGE>

          (c)  any failure by the Company to continue in effect any benefit
plan  or program, including fringe benefits, incentive plans  and
plans  with respect to the receipt of securities of the  Company,
in  which  Executive is participating immediately  prior  to  the
effective date of the Change in Control (hereinafter referred  to
as  "Benefit Plans"); or the taking of any action by the  Company
that  would  adversely  affect Executive's  participation  in  or
reduce  Executive's benefits under the Benefit  Plans;  provided,
however, that a "Constructive Termination" shall not exist  under
this  paragraph  following a Change in  Control  if  the  Company
offers  a range of benefit plans and programs which, taken  as  a
whole, are comparable to the Benefit Plans;

          (d)  a relocation of Executive's business office to a location
more  than twenty (20) miles from the location at which Executive
performs  duties  as  of  the effective date  of  the  Change  in
Control, except for required travel by Executive on the Company's
business  to  an extent substantially consistent with Executive's
business  travel  obligations prior to  the  Change  in  Control;
provided, however, that if Executive performs sales functions for
the  Company, a change of sales territory shall not constitute  a
basis  for  Constructive Termination so long as  the  Executive's
business office is not relocated as provided above;

          (e)  a material breach by the Company of any provision of this
Agreement; or

          (f)  any failure by the Company to obtain the assumption of this
Agreement by any successor or assign of the Company.

     .7    "Covered Termination" means an Involuntary Termination
Without  Cause  or  a Constructive Termination  occurring  within
thirteen (13) months following the effective date of a Change  in
Control.

     .8   "Involuntary Termination Without Cause" means Executive's
dismissal or discharge other than for Cause.  The termination  of
Executive's  employment  as  a result  of  Executive's  death  or
disability  will  not be deemed to be an Involuntary  Termination
Without Cause.

                            article 6

                       General Provisions

     .1   Employment Status.  This Agreement does not constitute a
contract of employment or impose upon Executive any obligation to
remain  as  an employee, or impose on the Company any  obligation
(i) to retain Executive as an employee, (ii) to change the status
of  Executive  as  an at-will employee, or (iii)  to  change  the
Company's policies regarding termination of employment.

     .2   Notices.  Any notices provided hereunder must be in writing,
and  such  notices  or any other written communication  shall  be
deemed effective upon the earlier of personal delivery (including
personal delivery by facsimile) or the third day after mailing by
first  class mail, to the Company at its primary office  location
and  to  Executive  at  Executive's  address  as  listed  in  the
Company's  payroll records.  Any payments made by the Company  to
Executive under the terms

<PAGE>

of this Agreement shall be delivered to Executive either in person or
at the address as  listed  in  the Company's payroll records.

     .3   Severability.  Whenever possible, each provision of this
Agreement  will be interpreted in such manner as to be  effective
and  valid  under  applicable law, but if any provision  of  this
Agreement is held to be invalid, illegal or unenforceable in  any
respect  under  any  applicable law or rule in any  jurisdiction,
such  invalidity, illegality or unenforceability will not  affect
any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction  as
if  such  invalid, illegal or unenforceable provisions had  never
been contained herein.

     .4   Waiver.  If either party should waive any breach of any
provisions  of  this  Agreement, he or it shall  not  thereby  be
deemed  to have waived any preceding or succeeding breach of  the
same or any other provision of this Agreement.

     .5    Arbitration.  Unless otherwise prohibited  by  law  or
specified  below, all disputes, claims and causes of  action,  in
law  or equity, arising from or relating to this Agreement or its
enforcement,  performance,  breach, or  interpretation  shall  be
resolved  solely and exclusively by final and binding arbitration
held   in  San  Francisco  County,  California  through  Judicial
Arbitration  &  Mediation Services/Endispute ("JAMS")  under  the
then  existing JAMS arbitration rules.  However, nothing in  this
section  is  intended  to  prevent either  party  from  obtaining
injunctive  relief in court to prevent irreparable  harm  pending
the  conclusion of any such arbitration.  Each party in any  such
arbitration  shall  be responsible for its own  attorneys'  fees,
costs and necessary disbursement; provided, however, that in  the
event one party refuses to arbitrate and the other party seeks to
compel  arbitration by court order, if such other party prevails,
it shall be entitled to recover reasonable attorneys' fees, costs
and  necessary disbursements.  Pursuant to California Civil  Code
Section  1717,  each  party warrants that it was  represented  by
counsel  in  the  negotiation and execution  of  this  Agreement,
including the attorneys' fees provision herein.

     .6   Complete Agreement.  This Agreement, including Exhibit A and
Exhibit B, constitutes the entire agreement between Executive and
the  Company and is the complete, final, and exclusive embodiment
of  their  agreement with regard to this subject  matter,  wholly
superseding all written and oral agreements with respect to  cash
severance benefits and health benefits to Executive in the  event
of employment termination other than any outstanding loans by the
Company to Executive.  It is entered into without reliance on any
promise  or  representation other than those expressly  contained
herein.

     .7   Amendment Or Termination Of Agreement.  This Agreement may
be  changed or terminated only upon the mutual written consent of
the Company and Executive.  The written consent of the Company to
a  change or termination of this Agreement must be signed  by  an
executive officer of the Company after such change or termination
has been approved by the Board.

<PAGE>

     .8   Counterparts.  This Agreement may be executed in separate
counterparts,  any  one of which need not contain  signatures  of
more  than  one  party,  but  all of which  taken  together  will
constitute one and the same Agreement.

     .9   Headings.  The headings of the Articles and Sections hereof
are  inserted  for convenience only and shall not  be  deemed  to
constitute a part hereof nor to affect the meaning thereof.

     .10  Successors And Assigns.  This Agreement is intended to bind
and  inure to the benefit of and be enforceable by Executive, and
the Company, and any surviving entity resulting from a Change  in
Control  and upon any other person who is a successor by  merger,
acquisition, consolidation or otherwise to the business  formerly
carried  on  by  the  Company, and their  respective  successors,
assigns,  heirs, executors and administrators, without regard  to
whether or not such person actively assumes any rights or  duties
hereunder;  provided, however, that Executive may not assign  any
duties  hereunder and may not assign any rights hereunder without
the  written consent of the Company, which consent shall  not  be
withheld unreasonably.

     .11  Choice Of Law.  All questions concerning the construction,
validity and interpretation of this Agreement will be governed by
the  law  of  the  State of California, without  regard  to  such
state's conflict of laws rules.

     .12  Non-Publication.  The parties mutually agree not to disclose
publicly  the terms of this Agreement except to the  extent  that
disclosure  is  mandated  by  applicable  law  or  to  respective
advisors (e.g., attorneys, accountants).

     .13   Construction Of Agreement.  In the event of a conflict
between the text of the Agreement and any summary, description or
other  information  regarding the  Agreement,  the  text  of  the
Agreement shall control.

     In Witness Whereof, the parties have executed this Agreement
on the Effective Date written above.


CV Therapeutics, Inc.              Tricia Borga Suvari


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




Exhibit A:  Release (Individual Termination)
Exhibit B:  Release (Group Termination)

<PAGE>

                            Exhibit A

                             RELEASE
                    (Individual Termination)


      Certain capitalized terms used in this Release are  defined
in  the  Executive Severance Benefits Agreement (the "Agreement")
which I have executed and of which this Release is a part.

       I  hereby  confirm  my  obligations  under  the  Company's
proprietary information and inventions agreement.

      I  acknowledge that I have read and understand Section 1542
of  the  California Civil Code which reads as follows: "A general
release  does  not extend to claims which the creditor  does  not
know  or  suspect to exist in his favor at the time of  executing
the  release, which if known by him must have materially affected
his  settlement with the debtor."  I hereby expressly  waive  and
relinquish all rights and benefits under that section and any law
of  any jurisdiction of similar effect with respect to my release
of any claims I may have against the Company.

      Except  as  otherwise set forth in this Release,  I  hereby
release,  acquit and forever discharge the Company,  its  parents
and   subsidiaries,   and  their  officers,  directors,   agents,
servants,   employees,  shareholders,  successors,  assigns   and
affiliates, of and from any and all claims, liabilities, demands,
causes  of  action,  costs,  expenses, attorneys  fees,  damages,
indemnities  and  obligations of every kind and nature,  in  law,
equity,   or   otherwise,  known  and  unknown,   suspected   and
unsuspected, disclosed and undisclosed (other than any claim  for
indemnification I may have as a result of any third party  action
against me based on my employment with the Company), arising  out
of  or  in any way related to agreements, events, acts or conduct
at  any time prior to the date I execute this Release, including,
but  not  limited  to:  all such claims and demands  directly  or
indirectly  arising  out  of  or in any  way  connected  with  my
employment   with  the  Company  or  the  termination   of   that
employment,  including but not limited to, claims of  intentional
and  negligent infliction of emotional distress, any and all tort
claims  for personal injury, claims or demands related to salary,
bonuses,   commissions,  stock,  stock  options,  or  any   other
ownership   interests  in  the  Company,  vacation  pay,   fringe
benefits,  expense reimbursements, severance pay,  or  any  other
form  of  disputed compensation; claims pursuant to any  federal,
state  or local law or cause of action including, but not limited
to, the federal Civil Rights Act of 1964, as amended; the federal
Age   Discrimination  in  Employment  Act  of  1967,  as  amended
("ADEA"); the federal Employee Retirement Income Security Act  of
1974, as amended; the federal Americans with Disabilities Act  of
1990; the California Fair Employment and Housing Act, as amended;
tort  law;  contract  law; statutory law;  common  law;  wrongful
discharge; discrimination; fraud; defamation; emotional distress;
and  breach  of  the  implied covenant of  good  faith  and  fair
dealing; provided, however, that nothing in this paragraph  shall
be  construed  in  any  way  to  release  the  Company  from  its
obligation   to   indemnify   me  pursuant   to   the   Company's
indemnification  obligation pursuant to agreement  or  applicable
law.

<PAGE>

      I  acknowledge that I am knowingly and voluntarily  waiving
and  releasing  any  rights  I  may  have  under  ADEA.   I  also
acknowledge that the consideration given under the Agreement  for
the  waiver and release in the preceding paragraph hereof  is  in
addition to anything of value to which I was already entitled.  I
further acknowledge that I have been advised by this writing,  as
required  by  the ADEA, that:  (A) my waiver and release  do  not
apply to any rights or claims that may arise on or after the date
I  execute this Release; (B) I have the right to consult with  an
attorney  prior to executing this Release; (C) I have  twenty-one
(21)  days  to  consider this Release (although I may  choose  to
voluntarily execute this Release earlier); (D) I have  seven  (7)
days  following the execution of this Release by the  parties  to
revoke  the Release; and (E) this Release shall not be  effective
until  the  date  upon which the revocation period  has  expired,
which  shall be the eighth day after this Release is executed  by
me.

                                   [Name of Executive]




                                   Date:


<PAGE>

                            Exhibit B

                             RELEASE
                       (Group Termination)


      Certain capitalized terms used in this Release are  defined
in  the  Executive Severance Benefits Agreement (the "Agreement")
which I have executed and of which this Release is a part.

       I  hereby  confirm  my  obligations  under  the  Company's
proprietary information and inventions agreement.

      I  acknowledge that I have read and understand Section 1542
of  the  California Civil Code which reads as follows: "A general
release  does  not extend to claims which the creditor  does  not
know  or  suspect to exist in his favor at the time of  executing
the  release, which if known by him must have materially affected
his  settlement with the debtor."  I hereby expressly  waive  and
relinquish all rights and benefits under that section and any law
of  any jurisdiction of similar effect with respect to my release
of any claims I may have against the Company.

      Except  as  otherwise set forth in this Release,  I  hereby
release,  acquit and forever discharge the Company,  its  parents
and   subsidiaries,   and  their  officers,  directors,   agents,
servants,   employees,  shareholders,  successors,  assigns   and
affiliates, of and from any and all claims, liabilities, demands,
causes  of  action,  costs,  expenses, attorneys  fees,  damages,
indemnities  and  obligations of every kind and nature,  in  law,
equity,   or   otherwise,  known  and  unknown,   suspected   and
unsuspected, disclosed and undisclosed (other than any claim  for
indemnification I may have as a result of any third party  action
against me based on my employment with the Company), arising  out
of  or  in any way related to agreements, events, acts or conduct
at  any time prior to the date I execute this Release, including,
but  not  limited  to:  all such claims and demands  directly  or
indirectly  arising  out  of  or in any  way  connected  with  my
employment   with  the  Company  or  the  termination   of   that
employment,  including but not limited to, claims of  intentional
and  negligent infliction of emotional distress, any and all tort
claims  for personal injury, claims or demands related to salary,
bonuses,   commissions,  stock,  stock  options,  or  any   other
ownership   interests  in  the  Company,  vacation  pay,   fringe
benefits,  expense reimbursements, severance pay,  or  any  other
form  of  disputed compensation; claims pursuant to any  federal,
state  or local law or cause of action including, but not limited
to, the federal Civil Rights Act of 1964, as amended; the federal
Age   Discrimination  in  Employment  Act  of  1967,  as  amended
("ADEA"); the federal Employee Retirement Income Security Act  of
1974, as amended; the federal Americans with Disabilities Act  of
1990; the California Fair Employment and Housing Act, as amended;
tort  law;  contract  law; statutory law;  common  law;  wrongful
discharge; discrimination; fraud; defamation; emotional distress;
and  breach  of  the  implied covenant of  good  faith  and  fair
dealing; provided, however, that nothing in this paragraph  shall
be  construed  in  any  way  to  release  the  Company  from  its
obligation   to   indemnify   me  pursuant   to   the   Company's
indemnification  obligation pursuant to agreement  or  applicable
law.

<PAGE>

      I  acknowledge that I am knowingly and voluntarily  waiving
and  releasing  any  rights  I  may  have  under  ADEA.   I  also
acknowledge that the consideration given under the Agreement  for
the  waiver and release in the preceding paragraph hereof  is  in
addition to anything of value to which I was already entitled.  I
further acknowledge that I have been advised by this writing,  as
required  by  the ADEA, that:  (A) my waiver and release  do  not
apply to any rights or claims that may arise on or after the date
I  execute this Release; (B) I have the right to consult with  an
attorney  prior to executing this Release; (C) I have  forty-five
(45)  days  to  consider this Release (although I may  choose  to
voluntarily execute this Release earlier); (D) I have  seven  (7)
days  following the execution of this Release by the  parties  to
revoke the Release; (E) this Release shall not be effective until
the  date  upon  which the revocation period has  expired,  which
shall be the eighth day after this Release is executed by me; and
(F) I have  received with this Release a detailed list of the job
titles  and  ages  of all employees who were terminated  in  this
group termination and the ages of all employees of the Company in
the  same job classification or organizational unit who were  not
terminated.

                                   [Name of Executive]




                                   Date: