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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the QUARTERLY PERIOD ended June 30, 2003.



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number: 0-21643



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CV THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)



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|Delaware                 |  | 43-1570294                          
|------------------------ |  | ------------------------------------
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



3172 Porter Drive,
Palo Alto, California 94304

(Address of principal executive offices, including zip code)



Registrants telephone number, including area code: (650) 384-8500



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Indicate by check whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes  x    No ̈



The number of shares of Common Stock, $0.001 par value, outstanding as of
August 1, 2003 was 28,434,156.



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CV THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)



|                                                                                                                                                                                               |  | December 31,2002 |          |   | June 30,2003 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ------------ | -
|                                                                                                                                                                                               |  | (A)              |          |   | (unaudited)  |  
|ASSETS                                                                                                                                                                                         |  |                  |          |   |              |  
|Current assets:                                                                                                                                                                                |  |                  |          |   |              |  
|Cash and cash equivalents                                                                                                                                                                      |  | $                | 18,767   |   |              | $
|Marketable securities                                                                                                                                                                          |  |                  | 392,146  |   |              |  
|Other current assets                                                                                                                                                                           |  |                  | 8,952    |   |              |  
|                                                                                                                                                                                               |  |                  |          |   |              |  
|Total current assets                                                                                                                                                                           |  |                  | 419,865  |   |              |  
|Notes receivable from related parties                                                                                                                                                          |  |                  | 1,120    |   |              |  
|Property and equipment, net                                                                                                                                                                    |  |                  | 15,934   |   |              |  
|Other assets                                                                                                                                                                                   |  |                  | 4,083    |   |              |  
|                                                                                                                                                                                               |  |                  |          |   |              |  
|Total assets                                                                                                                                                                                   |  | $                | 441,002  |   |              | $
|                                                                                                                                                                                               |  |                  |          |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                           |  |                  |          |   |              |  
|Current liabilities:                                                                                                                                                                           |  |                  |          |   |              |  
|Accounts payable                                                                                                                                                                               |  | $                | 5,542    |   |              | $
|Accrued liabilities                                                                                                                                                                            |  |                  | 13,943   |   |              |  
|Current portion of capital lease obligation                                                                                                                                                    |  |                  | 393      |   |              |  
|Current portion of deferred revenue                                                                                                                                                            |  |                  | 1,029    |   |              |  
|                                                                                                                                                                                               |  |                  |          |   |              |  
|Total current liabilities                                                                                                                                                                      |  |                  | 20,907   |   |              |  
|Capital lease obligation                                                                                                                                                                       |  |                  | 393      |   |              |  
|Convertible subordinated notes                                                                                                                                                                 |  |                  | 196,250  |   |              |  
|Deferred revenue                                                                                                                                                                               |  |                  | 2,601    |   |              |  
|Other liabilities                                                                                                                                                                              |  |                  | 1,886    |   |              |  
|                                                                                                                                                                                               |  |                  |          |   |              |  
|Total liabilities                                                                                                                                                                              |  |                  | 222,037  |   |              |  
|                                                                                                                                                                                               |  |                 
|Stockholders equity:                                                                                                                                                                          |  |                  |          |   |              |  
|Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding                                                                                                    |  |                  |         |   |              |  
|Common stock, $0.001 par value, 85,000,000 shares authorized, 27,116,805 and 28,429,569 shares issued and outstanding at December
31, 2002 and June 30, 2003, respectively; at amounts paid in |  |                  | 533,522  |   |              |  
|Accumulated deficit                                                                                                                                                                            |  |                  | (318,525 | ) |              |  
|Accumulated other comprehensive income                                                                                                                                                         |  |                  | 3,968    |   |              |  
|                                                                                                                                                                                               |  |                  |          |   |              |  
|Total stockholders equity                                                                                                                                                                     |  |                  | 218,965  |   |              |  
|                                                                                                                                                                                               |  |                  |          |   |              |  
|Total liabilities and stockholders equity                                                                                                                                                     |  | $                | 441,002  |   |              | $
|                                                                                                                                                                                               |  |                  |          |   |              |  

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|(A) |  | Derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------



See accompanying notes



2



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CV THERAPEUTICS, INC.

STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)



|                                                              |  | Three months ended June 30, |         |   | Six months ended June 30, |  
|------------------------------------------------------------- |  | --------------------------- | ------- | - | ------------------------- | -
|                                                              |  | 2002                        |         |   | 2003                      |  
|Revenues:                                                     |  |                             |         |   |                           |  
|Collaborative research                                        |  | $                           | 1,120   |   |                           | $
|Operating expenses:                                           |  |                             |         |   |                           |  
|Research and development                                      |  |                             | 26,974  |   |                           |  
|Sales and marketing                                           |  |                             | 2,527   |   |                           |  
|General and administrative                                    |  |                             | 4,013   |   |                           |  
|                                                              |  |                             |         |   |                           |  
|Total operating expenses                                      |  |                             | 33,514  |   |                           |  
|                                                              |  |                             |         |   |                           |  
|Loss from operations                                          |  |                             | (32,394 | ) |                           |  
|Interest income                                               |  |                             | 3,303   |   |                           |  
|Interest expense                                              |  |                             | (2,599  | ) |                           |  
|Other expense                                                 |  |                             | (33     | ) |                           |  
|                                                              |  |                             |         |   |                           |  
|Net loss                                                      |  | $                           | (31,723 | ) |                           | $
|                                                              |  |                             |         |   |                           |  
|Basic and diluted net loss per share                          |  | $                           | (1.23   | ) |                           | $
|                                                              |  |                             |         |   |                           |  
|Shares used in computing basic and diluted net loss per share |  |                             | 25,790  |   |                           |  
|                                                              |  |                             |         |   |                           |  



See accompanying notes



3



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CV THERAPEUTICS, INC.

STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                            |  | Six months ended June 30, |         
|--------------------------------------------------------------------------- |  | ------------------------- | --------
|                                                                            |  | 2002                      |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                           |         
|Net loss                                                                    |  | $                         | (53,589 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |         
|Losses (gains) on the sale of investments                                   |  |                           | 546     
|Non cash stock compensation                                                 |  |                           | (104    
|Depreciation and amortization                                               |  |                           | 4,308   
|Change in assets and liabilities:                                           |  |                           |         
|Other current assets                                                        |  |                           | 4,227   
|Other assets                                                                |  |                           |        
|Accounts payable                                                            |  |                           | (750    
|Accrued and other liabilities                                               |  |                           | (708    
|Deferred revenue                                                            |  |                           | (515    
|                                                                            |  |                           |         
|Net cash used in operating activities                                       |  |                           | (46,585 
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                           |         
|Purchases of investments                                                    |  |                           | (247,041
|Maturities of investments                                                   |  |                           | 35,430  
|Sales of investments                                                        |  |                           | 213,098 
|Capital expenditures                                                        |  |                           | (4,863  
|Notes receivable from officers and employees                                |  |                           | (169    
|                                                                            |  |                           |         
|Net cash used in investing activities                                       |  |                           | (3,545  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                           |         
|Payments on capital lease obligations                                       |  |                           | (409    
|Borrowings under convertible subordinated debt, net of issuance costs       |  |                           |        
|Net proceeds from issuance of common stock                                  |  |                           | 10,524  
|                                                                            |  |                           |         
|Net cash provided by financing activities                                   |  |                           | 10,115  
|                                                                            |  |                           |         
|Net increase (decrease) in cash and cash equivalents                        |  |                           | (40,015 
|Cash and cash equivalents at beginning of period                            |  |                           | 80,911  
|                                                                            |  |                           |         
|Cash and cash equivalents at end of period                                  |  | $                         | 40,896  
|                                                                            |  |                           |         



See accompanying notes



4



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CV THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS



|1. |  | Summary of Significant Accounting Policies
|-- |  | ------------------------------------------



Basis of Presentation



The accompanying financial statements of CV Therapeutics, Inc. have been prepared in accordance with generally accepted accounting principles, are
unaudited and reflect all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary to present fairly the financial position at, and the results of operations for, the interim periods
presented. The results of operations for the six-month period ended June 30, 2003 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2003 or of future operating results for any interim period. The
financial information included herein should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2002, which includes the audited consolidated financial statements and the notes thereto.



Principles of Consolidation



The financial statements include the accounts of the Company and its
wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated.



Reclassification



Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Sales and marketing expenses have
previously been included in research and development expenses and all prior period amounts have been reclassified to conform to the current period presentation.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Comprehensive Income



Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130), established standards for the reporting and
display of comprehensive income and its components. SFAS 130 requires unrealized gains or losses on our available-for-sale securities to be included in other comprehensive income (loss) as an element of stockholders equity. At each balance
sheet date presented, our cumulative other comprehensive income consists solely of unrealized gains and losses on available-for-sale investment securities. Comprehensive loss was $30.2 million and $23.7 million for the quarters ended June 30, 2002
and June 30, 2003, respectively, and $56.2 million and $45.2 million for the six-months ended June 30, 2002 and June 30, 2003, respectively.



Revenue Recognition



Revenue under our collaborative research arrangements is recognized based on the performance requirements of each contract. Amounts received under such
arrangements consist of up-front license and periodic milestone payments. Up-front or milestone payments, which are subject to future performance requirements, are recorded as deferred revenue and are recognized over the performance period. The
performance period is estimated at the inception of the arrangement and is periodically reevaluated. The reevaluation of the performance period may shorten or lengthen the period during which the deferred revenue is recognized. We evaluate the
appropriate period based on research progress attained and events such as changes in the regulatory and competitive environment. Payments received related to substantive, performance-based at-risk milestones are recognized upon achievement of the
scientific or regulatory event specified in the underlying agreement. Payments received for research activities are recognized as the related research effort is performed.



Stock-Based Compensation



In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based
CompensationTransition and Disclosure (SFAS 148). SFAS 148 amends SFAS 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported results.



5



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We have elected to continue to account for stock options granted to employees using the intrinsic-value
method as prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and thus recognize no compensation expense for options granted with exercise prices equal to the fair market value of our
common stock on the date of grant. We recognize compensation for options granted to consultants based on the Black-Scholes option pricing model in accordance with Emerging Issues Task Force Consensus No. 96-18. Deferred compensation is recorded when
stock options are granted to employees at prices lower than the fair market value. The amount is amortized to expense over the vesting period of the related options.



For purposes of disclosures pursuant to SFAS 123, as amended by SFAS 148, the estimated fair value of options is amortized
to expense over the options vesting period.



The
following table illustrates the effect on reported net loss and net loss per share if we had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation, for the periods presented (in thousands, except per share
amounts):



|                                                                                                                    |  | Three months endedJune 30, |         |   | Six months endedJune 30, |  
|------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------ | -
|                                                                                                                    |  | 2002                       |         |   | 2003                     |  
|Net loss:                                                                                                           |  |                            |         |   |                          |  
|As reported                                                                                                         |  | $                          | (31,723 | ) |                          | $
|                                                                                                                    |  |                            |         |  
|Deduct: Total stock-based employee compensation expense determined under the fair value based method for all
awards |  |                            | (5,501  | ) |                          |  
|                                                                                                                    |  |                            |         |   |                          |  
|Pro forma net loss                                                                                                  |  | $                          | (37,224 | ) |                          | $
|                                                                                                                    |  |                            |         |   |                          |  
|Net loss per share basic and diluted:                                                                               |  |                            |         |   |                          |  
|As reported                                                                                                         |  | $                          | (1.23   | ) |                          | $
|                                                                                                                    |  |                            |         |   |                          |  
|Pro forma                                                                                                           |  | $                          | (1.44   | ) |                          | $
|                                                                                                                    |  |                            |         |   |                          |  



The weighted-average
fair values of options granted with exercise prices at fair market value of our common stock were $9.87 and $14.46 during the quarters ended June 30, 2002 and June 30, 2003, respectively, and $13.68 and $13.55 during the six-months ended June 30,
2002 and June 30, 2003, respectively.



The fair value of our
stock-based awards to employees was estimated assuming no expected dividends and the following weighted-average assumptions:



|                        |  | Three months endedJune 30, |   |  | Six months endedJune 30, |  
|----------------------- |  | -------------------------- | - |  | ------------------------ | -
|                        |  | 2002                       |   |  | 2003                     |  
|Expected life (years)   |  | 5.1                        |   |  | 4.8                      |  
|Expected volatility     |  | .65                        |   |  | .65                      |  
|Risk-free interest rate |  | 3.5                        | % |  | 2.5                      | %



Net Loss Per Share



Net loss per share is computed using the weighted average
number of common shares outstanding. Common equivalent shares have been excluded from the computation as their effect is antidilutive.



Recent Accounting Pronouncements



In November 2002, the FASB issued Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN 45 elaborates on the existing disclosure requirements for most guarantees, including residual value guarantees issued in conjunction with operating lease agreements. It also clarifies that at
the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligation it assumes under that guarantee and must disclose that information in its interim and annual financial statements. The
initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after
December 15, 2002. Our adoption of FIN 45, in January 2003, did not have a material effect on our results of operations and financial position.



6



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In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on Issue No. 00-21,
Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The
provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. Our adoption of EITF Issue No. 00-21 on July 1, 2003 is not expected to have a material effect on our results of
operations and financial position.



In January 2003, the FASB
issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable
interest entitys activities or entitled to receive a majority of the entitys residual returns or both. A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either
(a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans
or receivables, real estate or other property. A variable interest entity may be essentially passive or it may engage in research and development or other activities on behalf of another company. The consolidation requirements of FIN 46 apply
immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain disclosure requirements apply to all
financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. Our adoption of FIN 46 did not have a material effect on our results of operations and financial position.



In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150), which provides guidance for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150
is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. We do not expect the adoption of SFAS 150 to have an impact on
our results of operations and financial position.



|2. |  | Senior Subordinated Convertible Debentures
|-- |  | ------------------------------------------



In June 2003, we completed a private placement of $100.0 million aggregate principal amount of 2.0% senior subordinated convertible debentures due May 16,
2023. The holders of the debentures may require us to purchase all or a portion of their debentures on May 16, 2010, May 16, 2013 and May 16, 2018, in each case at a price equal to the principal amount of the debentures to be purchased, plus accrued
and unpaid interest, if any, to the purchase date. The debentures are unsecured and subordinated in right of payment to all existing and future senior debt, as defined in the indenture governing the debentures, equal in right of payment to our
future senior subordinated debt and senior in right of payment to our existing and future subordinated debt. We pay interest semi-annually on May 16 and November 16 of each year. The initial conversion rate, which is subject to adjustment in certain
circumstances, is 21.0172 shares of common stock per $1,000 principal amount of debentures. This is equivalent to an initial conversion price of $47.58 per share. We may, at our option, redeem all or a portion of the debentures at any time on or
after May 16, 2006 at pre-determined prices from 101.143% to 100.000% of the face value of the debentures per $1,000 of principal amount, plus accrued and unpaid interest to the date of redemption.



We have reserved 2,101,720 shares of authorized common stock for issuance
upon conversion of the debentures. We incurred issuance costs related to this private placement of approximately $3.0 million, which have been recorded as other assets and are being amortized to interest expense over the life of the debentures.
Additionally, in connection with the private placement, we have restricted cash of approximately $6.0 million, of which approximately $2.0 million is included in other current assets and approximately $4.0 million in other assets. The restricted
cash secures the first six interest payments due on the debentures.



Holders may convert their debentures into shares of our common stock only under any of the following circumstances: (1) during any calendar quarter after the quarter ending September 30, 2003, if the sale price of our common stock, for at
least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter, is greater than or equal to 120% of the conversion price per share of our common stock, (2) during the five
business-day period after any five consecutive trading-day period in which the trading price per debenture for each day of that period was less than 97% of the product of the sale price of our common stock and the conversion rate on each such day,
(3) if the debentures have been called for redemption by us, or (4) upon the occurrence of specified corporate transactions.



We have agreed to file a shelf registration statement with the Securities and Exchange Commission for the resale of the debentures and the common stock
issuable upon conversion of the debentures. We have agreed to keep the shelf registration statement effective until two years after the latest date on which we issue debentures in the offering. If we do not comply with



7



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these registration obligations, we will be required to pay liquidated damages to the holders of the debentures or the common stock issuable upon conversion
of the debentures.



|3. |  | Commitments
|-- |  | -----------



We lease our two primary facilities under noncancellable operating leases. The lease for one facility expires in April 2014 with an option to renew for
eleven years. The lease for the second facility incorporates a sublease that expires in February 2005, and a master lease that expires in April 2012. In addition, we have leased certain fixed assets under capital leases with expiration dates through
2004.



We have entered into certain manufacturing-related
agreements in connection with the future commercial production of Ranexa.



Minimum payments under these commitments are as follows:



|                                       |  | ManufacturingAgreements |        | OperatingLeases |   | CapitalLeases | 
|-------------------------------------- |  | ----------------------- | ------ | --------------- | - | ------------- | 
|                                       |  | (in thousands)          |       
|Year ending December 31,               |  |                         |        |                 |   |               | 
|2003                                   |  | $                       | 6,131  |                 | $ | 10,739        | 
|2004                                   |  |                         | 2,912  |                 |   | 10,993        | 
|2005                                   |  |                         | 2,250  |                 |   | 8,339         | 
|2006                                   |  |                         | 2,250  |                 |   | 13,085        | 
|2007                                   |  |                         | 2,250  |                 |   | 13,038        | 
|2008 and thereafter                    |  |                         |       |                 |   | 69,029        | 
|                                       |  |                         |        |                 |   |               | 
|Total minimum payments                 |  | $                       | 15,793 |                 | $ | 125,223       | 
|                                       |  |                         |        |                 |   |               | 
|Less amount representing interest      |  |                         |        |                 |   |               | 
|                                       |  |                         |        |                 |   |               | 
|Present value of future lease payments |  |                         |        |                 |   |               | 
|Less current portion                   |  |                         |        |                 |   |               | 
|                                       |  |                         |        |                 |   |               | 
|Long-term portion                      |  |                         |        |                 |   |               | 
|                                       |  |                         |        |                 |   |               | 



Under the
manufacturing-related agreements, additional payments above the specified minimums will be required if the FDA approves Ranexa, and in connection with the manufacture of Ranexa.



|4. |  | Stockholders Equity
|-- |  | --------------------



In January 2003, we sold 378,089 shares of our common stock for net proceeds of $6.9 million under our now-terminated financing arrangement with Acqua
Wellington North American Equities Fund, Ltd. In March 2003, we sold 700,000 shares of our common stock for net proceeds of $11.8 million under our now-terminated financing arrangement with Acqua Wellington.



As of April 4, 2003, we and Acqua Wellington mutually agreed to terminate the
financing arrangement in accordance with the terms of the purchase agreement. Under the arrangement, the combined total value of shares that we could sell to Acqua Wellington through draw downs and call option exercises under the arrangement could
not exceed $149.0 million. In addition, applicable Nasdaq National Market rules limit the number of shares of common stock that we could issue under our purchase agreement with Acqua Wellington to approximately 3,703,000 shares. As of the
termination date, we had issued 3,687,366 shares of common stock in exchange for aggregate net proceeds of $113.7 million under this arrangement. Since we effectively had reached the Nasdaq limit, the purchase agreement was terminated.



In April 2003, we amended the lease on our 3172 Porter Drive facility in
Palo Alto, California to, among other things, extend the term of the lease until April 2014 and provide for rent reductions, facility improvements and the issuance to the landlord of a warrant to purchase 200,000 shares of our common stock at an
exercise price of $17.29 per share. The warrant is exercisable, in whole or in part, during the term commencing on April 1, 2003 (Issuance Date) and ending at the later of (A) the tenth anniversary of the Issuance Date if (but only if) at any time
prior to the fifth anniversary of the Issuance Date, the closing price of our common stock on the Nasdaq National Market is less than $34.58 for each trading day during any period of twenty consecutive trading days or (B) the fifth anniversary of
the Issuance Date. We intend to account for the warrant as non-cash rent expense over the life of the lease.



8



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|5. |  | Subsequent Events
|-- |  | -----------------



On July 3, 2003, we entered into a new financing arrangement with Acqua Wellington North American Equities Fund, Ltd. which provides that Acqua Wellington
is committed to purchase up to $100.0 million of our common stock, or the number of shares which is one less than twenty percent of the issued and outstanding shares of our common stock as of July 3, 2003, whichever occurs first, over the 28-month
term of this new purchase agreement.



On July 9, 2003, we and
Quintiles Transnational Corp. modified our commercialization agreement for Ranexa. The modified agreement provides us with complete commercialization rights for Ranexa, including the opportunity to hire and train a dedicated cardiovascular sales
force. Quintiles and its commercial sales and marketing subsidiary, Innovex Inc., will continue to have a commercialization services relationship with us relating to Ranexa and also will become a preferred provider of their full range of
pharmaceutical services to us. In addition, pursuant to the modified agreement, Quintiles received a warrant to purchase 200,000 shares of our common stock at an exercise price of $32.93 per share.



On August 8, 2003, a purported securities class action lawsuit captioned
David Crossen, et al. v. CV Therapeutics, Inc., et al. was filed in United States District Court for the Northern District of California. The lawsuit was filed on behalf of a purported class of purchasers of the Companys securities,
against the Company and certain of its officers and directors, and alleges violations of federal securities laws. The lawsuit alleges that the defendants made statements concerning the Companys New Drug Application for Ranexa, a drug for the
potential treatment of chronic angina, that the statements were allegedly misleading or contained material omissions, and that these alleged improper acts took place in the spring and summer of 2003. The lawsuit seeks unspecified damages. As is
typical in this type of litigation, at least one other purported securities class action lawsuit containing substantially similar allegations has since been filed against the defendants, and we expect that additional lawsuits containing
substantially similar allegations may be filed in the near future. The Company believes the claims are meritless and intends to defend against them vigorously.



|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- |  | -------------------------------------------------------------------------------------



This Managements Discussion and Analysis of Financial Condition and Results of Operations and other parts of this
Report contain forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future clinical or product development or financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts, potential or
continue or the negative of those terms and other comparable terminology. If one or more of these risks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may
vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in Risk Factors as well as such other risks and uncertainties detailed in our other Securities and Exchange Commission reports and filings.



Overview



CV Therapeutics is a biopharmaceutical company focused on the discovery, development and commercialization of new small
molecule drugs for the treatment of cardiovascular diseases. Since our inception in December 1990, substantially all of our resources have been dedicated to research and development. To date, we have not generated any product revenues and do not
expect to generate any product revenues until we receive marketing approval and launch of one of our products, if at all. Until that time, we expect our sources of revenues, if any, to consist of payments under corporate partnerships and interest
income. As of June 30, 2003, we had an accumulated deficit of $362.1 million. The process of developing and commercializing our products requires significant research and development, preclinical testing and clinical trials, manufacturing
arrangements as well as marketing approvals. These activities, together with our sales and marketing expenses and our general and administrative expenses, are expected to result in substantial operating losses for the foreseeable future. We will not
receive product revenues unless and until we or our collaborative partners complete clinical trials, obtain marketing approval, and successfully commercialize one or more of our products.



We are subject to risks common to biopharmaceutical companies, including risks inherent in our research, development and
commercialization efforts, preclinical testing, clinical trials, uncertainty of regulatory and marketing approvals, reliance on collaborative partners, enforcement of patent and proprietary rights, the need for future capital, potential competition,
use of hazardous materials and retention of key employees. In order for a product to be commercialized, it will be necessary for us and, in some cases, our collaborators, to conduct preclinical tests and clinical trials, demonstrate efficacy and
safety of our product candidates to the satisfaction of regulatory authorities, obtain marketing approval, enter into manufacturing, distribution and marketing arrangements, obtain market acceptance and, in many cases, obtain adequate reimbursement
from government and private insurers. We cannot provide assurance that we will generate revenues or achieve and sustain profitability in the future.



Critical Accounting Policies and the Use of Estimates



We believe the following critical accounting policies presently involve more significant judgments, assumptions and estimates used in the preparation of
our consolidated financial statements:



Valuation of
Marketable Securities



We invest our excess cash balances
primarily in short-term and long-term marketable debt securities for use in current operations. Accordingly, we have classified all investments as short term, even though the stated maturity date may be one year or more beyond the current balance
sheet date. Available-for-sale securities are carried at fair value, with unrealized gains and



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losses reported in stockholders equity as a component of other comprehensive income (loss). Estimated fair value is based upon quoted market prices for
these or similar instruments.



Clinical Trial Accruals



Our cost accruals for clinical trials are based on
estimates of the services received and efforts expended pursuant to contracts with numerous clinical trial centers and clinical research organizations. In the normal course of business we contract with third parties to perform various clinical trial
activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on
factors such as the achievement of certain events, the successful enrollment of patients, the completion of portions of the clinical trial or similar conditions. The objective of our accrual policy is to match the recording of expenses in our
financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical trials are recognized based on our estimate of the degree of completion of the event or events specified in the specific
clinical study or trial contract.



Revenue Recognition



Revenue under our collaborative research arrangements is
recognized based on the performance requirements of the contract. Amounts received under such arrangements consist of up-front license and periodic milestone payments. Up-front or milestone payments which are still subject to future performance
requirements are recorded as deferred revenue and are amortized over the performance period. The performance period is estimated at the inception of the arrangement and is periodically reevaluated. The reevaluation of the performance period may
shorten or lengthen the period during which the deferred revenue is recognized. We evaluate the appropriate period based on research progress attained and events such as changes in the regulatory and competitive environment. Payments received
related to substantive, at-risk milestones are recognized upon achievement of the scientific or regulatory event specified in the underlying agreement. Payments received for research activities are recognized as the related research effort is
performed.



Results of Operations



Collaborative Research Revenues. Collaborative research revenues
increased to $1.7 million for the quarter ended June 30, 2003, compared to $1.1 million for the quarter ended June 30, 2002. Collaborative research revenues increased to $3.5 million for the six-month period ended June 30, 2003, compared to $2.3
million for the six-month period ended June 30, 2002. The increases for the quarter and six-month periods ended June 30, 2003, compared to the same periods in 2002, were due to greater reimbursement of certain development costs related to our
collaboration with Fujisawa Healthcare, Inc. for the development of CVT-3146.



Research and Development Expenses. Research and development expenses decreased to $17.2 million for the quarter ended June 30, 2003, compared to $27.0 million for the quarter ended June 30, 2002. Research and
development expenses decreased to $34.1 million for the six-month period ended June 30, 2003, compared to $46.4 million for the six-month period ended June 30, 2002. The decreases for the quarter and six-month periods ended June 30, 2003, compared
to the same periods in 2002, were primarily due to manufacturing and NDA filing expenses incurred in 2002 that were not incurred in 2003.



Management categorizes research and development expenditures into amounts related to preclinical research and amounts related to three clinical
development programs: Ranexa, CVT-3146 and tecadenoson (CVT-510). During the quarter ended June 30, 2003, we incurred approximately 77.1% of our research and development expenditures, or approximately $13.3 million, in connection with clinical
development programs, and the remaining 22.9% of our research and development expenditures, or $3.9 million, in connection with preclinical research programs. By comparison, during the quarter ended June 30, 2002, we incurred approximately 87.0% of
our research and development expenditures, or approximately $23.5 million, in connection with clinical development programs and the remaining 13.0% of our research and development expenditures, or $3.5 million, in connection with preclinical
research programs. During the six-month period ended June 30, 2003, we incurred approximately 77.8% of our research and development expenditures, or approximately $26.5 million, in connection with clinical development programs and the remaining
22.2% of our research and development expenditures, or $7.6 million, in connection with preclinical research programs. In comparison we incurred approximately 80.8% of our research and development expenditures, or approximately $37.5 million, in
connection with clinical development programs and the remaining 19.2% of our research and development expenditures, or $8.9 million, in connection with preclinical research programs.



Sales and Marketing Expenses. Sales and marketing expenses increased to $3.2 million for the quarter ended June 30,
2003, compared to $2.5 million for the quarter ended June 30, 2002. Sales and marketing expenses increased to $6.1 million for the six-month period ended June 30, 2003, compared to $3.9 million for the six-month period ended June 30, 2002. The
increases for the quarter and six-month periods, compared to the same periods in 2002, were primarily due to pre-commercialization



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activities for the Ranexa program, including expenses for marketing planning and marketing communications. We expect sales and marketing expenses to increase
in the future as we further expand our pre-commercialization activities. If we obtain FDA marketing approval for Ranexa and subsequently launch Ranexa, our sales and marketing expenses will increase substantially in the future. Sales and marketing
expenses have previously been included in research and development expenses, and all prior period amounts have been reclassified to conform to the current period presentation.



General and Administrative Expenses.General and administrative expenses increased to $4.5 million for the quarter
ended June 30, 2003, compared to $4.0 million for the quarter ended June 30, 2002. General and administrative expenses decreased to $8.0 million for the six-month period ended June 30, 2003, compared to $8.2 million for the six-month period ended
June 30, 2002. The increase for the quarter ended June 30, 2003 and the decrease for the six-month period ended June 30, 2003, compared to the same periods in 2002, were each primarily due to fluctuations in expenses associated with outside
consulting services. We expect general and administrative expenses to increase in the future in line with our research, development and commercialization activities.



Interest Income. Interest income decreased to $3.0 million for the quarter ended June 30, 2003, compared to $3.3
million for the quarter ended June 30, 2002. Interest income decreased to $6.4 million for the six-month period ended June 30, 2003, compared to $7.9 million for the six-month period ended June 30, 2002. The decreases for the quarter and six-month
periods were primarily due to lower average investment balances and lower average interest rates. The average investment balances were lower primarily as the result of cash used to fund operations. We expect that interest income will continue to
fluctuate with average investment balances and market interest rates.



Interest Expense.Interest expense increased to $2.7 million for the quarter ended June 30, 2003, compared to $2.6 million for the quarter ended June 30, 2002. Interest expense for the six-month period ended June 30, 2003 was $5.2
million, which was consistent with interest expense for the six-month period ended June 30, 2002. The increase for the quarter ended June 30, 2003 was primarily due to twelve days amortization of debt issuance costs and interest associated
with the June 2003 placement of our 2.0% senior subordinated convertible debentures. Our subordinated convertible notes issued in March 2000 currently account for $2.3 million of the interest expense in each quarter, which will increase by $500,000
to $2.8 million in future quarters as a result of the issuance in June 2003 of our 2.0% senior subordinated convertible debentures. We expect that interest expense will fluctuate with average loan balances.



Liquidity and Capital Resources



We have financed our operations since inception primarily through private
placements and public offerings of debt and equity securities, equipment and leasehold improvement financing, other debt financing and payments under corporate collaborations. For at least the next 24 months, we expect operations to be funded from
our cash, cash equivalents and marketable securities, which totaled $474.1 million as of June 30, 2003.



In March 2000, we completed a private placement of $196.3 million aggregate principal amount of convertible subordinated notes due March 7, 2007. The
notes are unsecured and subordinated in right of payment to all existing and future senior debt, as defined in the indenture governing the notes, including our 2.0% senior subordinated convertible debentures issued in June 2003. Interest on the
notes accrues at a rate of 4.75% per year, subject to adjustment in certain circumstances. We pay interest semi-annually on March 7 and September 7 of each year. The initial conversion rate, which is subject to adjustment in certain circumstances,
is 15.6642 shares of common stock per $1,000 principal amount of notes. This is equivalent to an initial conversion price of $63.84 per share. We may, at our option, redeem all or a portion of the notes at any time at pre-determined prices from
102.714% to 100.679%% of the face value of the notes per $1,000 of principal amount, plus accrued and unpaid interest to the date of redemption.



In August 2000, we entered into a financing arrangement with Acqua Wellington to purchase our common stock. As of April 4, 2003, we and Acqua Wellington
mutually agreed to terminate the financing arrangement in accordance with the terms of the purchase agreement. Under the purchase agreement, as amended, we had the ability to sell up to $149.0 million of our common stock to Acqua Wellington through
December 2003. Applicable Nasdaq National Market rules limited the number of shares of common stock that we could issue under our purchase agreement with Acqua Wellington to approximately 3,703,000 shares. As of June 30, 2003, we issued an aggregate
of 3,687,366 shares of common stock in exchange for aggregate net proceeds of $113.7 million under this arrangement, including $18.7 million during the six-month period ended June 30, 2003. Since we effectively reached the Nasdaq limit, as of April
4, 2003, the purchase agreement was terminated in accordance with its terms.



In July 2003, we entered into a new financing arrangement with Acqua Wellington to purchase our common stock. Under the new purchase agreement, we have the ability to sell up to $100.0 million of our common stock, or
the number of shares which is one less than twenty percent (20.0%) of the issued and outstanding shares of our common stock as of July 3, 2003, whichever occurs first, to Acqua Wellington through November 2005. The purchase agreement provides that
from time to time, in our sole



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discretion, we may present Acqua Wellington with draw down notices constituting offers to sell our common stock for specified total proceeds over a specified
trading period. Once presented with a draw down notice, Acqua Wellington is required to purchase a pro rata portion of shares of our common stock as allocated on each trading day during the trading period on which the daily volume weighted average
price for our common stock had exceeded a threshold price that we have determined and stated in the draw down notice. The per share price then equals the daily volume weighted average price on each date during the pricing period, less a 3.8% to 5.8%
discount (based on our market capitalization). However, if the daily volume weighted average price falls below the threshold price on any day in the pricing period, Acqua Wellington is not required to purchase the pro rata portion of shares
allocated to that day, but may elect to buy that pro rata portion of shares at the threshold price less the applicable 3.8% to 5.8% discount. Upon each sale of our common stock to Acqua Wellington under the purchase agreement, we have also agreed to
pay Alder Creek Capital, L.L.C., Member NASD/SIPC, a placement fee equal to one fifth of one percent of the aggregate dollar amount of common stock purchased by Acqua Wellington.



Further, if during a draw down pricing period we enter into an agreement with a third party to issue common stock or
securities convertible into common stock (excluding stock or options granted pursuant to our stock option, stock purchase or shareholder rights plans, common stock or warrants issued in connection with licensing agreements and/or collaborative
agreements and warrants issued in connection with equipment financings) at a net discount to the then current market price, if we issue common stock with warrants (other than as provided in the prior parenthetical), or if we implement a mechanism
for the reset of the purchase price of our common stock below the then current market price, then Acqua Wellington may elect to purchase the shares so requested by us in the draw down notice at the price established pursuant to the prior paragraph,
to purchase such shares at the third partys price, net of discount or fees, or to not purchase our common stock during that draw down pricing period.



The purchase agreement also provides that from time to time, in our sole discretion, we may grant Acqua Wellington a right to exercise one or more call
options to purchase additional shares of our common stock during a drawn down pricing period, in an amount and for a threshold price that we determine and state in the draw down notice. However, the total call amount for any given draw down cannot
exceed a specified maximum amount, and the amount of proceeds we may receive by exercise of a call option for any given trading day is also limited. If Acqua Wellington exercises the call option, we are obligated to issue and sell the shares of our
common stock subject to the call option at a price equal to the greater of the daily volume weighted average price of our common stock on the day Acqua Wellington exercises its call option, or the threshold price for the call option that we
determine, less a 3.8% to 5.8% discount (based on our market capitalization).



The combined total value of shares that we have the ability to sell to Acqua Wellington through draw downs and call option exercises under the financing arrangement cannot exceed $100.0 million or the number of shares
which is one less than twenty percent (20.0%) of the issued and outstanding shares of our common stock as of July 3, 2003, whichever occurs first.



In June 2003, we completed a private placement of $100.0 million aggregate principal amount of 2.0% senior subordinated convertible debentures due May 16,
2023. The holders of the debentures may require us to purchase all or a portion of their debentures on May 16, 2010, May 16, 2013 and May 16, 2018, in each case at a price equal to the principal amount of the debentures to be purchased, plus accrued
and unpaid interest, if any, to the purchase date. The debentures are unsecured and subordinated in right of payment to all existing and future senior debt, as defined in the indenture governing the debentures, equal in right of payment to our
future senior subordinated debt and senior in right of payment to our existing and future subordinated debt, including our 4.75% convertible subordinated notes issued in March 2000. We pay interest semi-annually on May 16 and November 16 of each
year. The initial conversion rate, which is subject to adjustment in certain circumstances, is 21.0172 shares of common stock per $1,000 principal amount of debentures. This is equivalent to an initial conversion price of $47.58 per share. We may,
at our option, redeem all or a portion of the debentures at any time on or after May 16, 2006 at pre-determined prices from 101.143% to 100.000% of the face value of the debentures per $1,000 of principal amount, plus accrued and unpaid interest to
the date of redemption.



Cash, cash equivalents and marketable
securities at June 30, 2003 totaled $474.1 million, compared to $410.9 million at December 31, 2002. The increase was primarily due to net proceeds from the issuance of $100.0 million in 2.0% senior subordinated convertible debentures and $21.4
million raised from the issuance of our common stock, including net proceeds of $18.7 million of common stock issued pursuant to our now-terminated financing arrangement with Acqua Wellington, partially offset by $49.9 million utilized to fund
operations and $1.3 million utilized for capital expenditures.



Net cash used in operations for the six-month period ended June 30, 2003 was $49.9 million, compared to $46.6 million for the six-month period ended June 30, 2002. The increase was primarily due to a $6.0 million increase in current and
other assets, which consists of funding of an escrow account to secure the first six scheduled interest payments of the 2.0% senior subordinated convertible debentures.



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As of June 30, 2003, we have invested $25.4 million in property and equipment, with the rate of
investment having increased in line with increased research, development and commercialization efforts and as we expand our facilities. We expect to continue to make investments in property and equipment to support our growth.



In March 1996, we entered into a license agreement with Syntex (U.S.A.) Inc.
to obtain United States and foreign patent rights to Ranexa for the treatment of angina and other cardiovascular indications. Syntex provided initial quantities of the compound for use in clinical trials and related development activities. The
license agreement is exclusive and worldwide except for the following countries which Syntex has licensed exclusively to Kissei Pharmaceuticals, Ltd. of Japan: Japan, Korea, China, Taiwan, Hong Kong, the Philippines, Indonesia, Singapore, Thailand,
Malaysia, Vietnam, Myanmar, Laos, Cambodia and Brunei.



Under
our license agreement, we paid an initial license fee, and are obligated to make certain milestone payments to Syntex, upon receipt of the first and second product approvals for Ranexa in any of certain major market countries (consisting of France,
Germany, Italy, the United States and the United Kingdom). Unless the agreement is terminated, in connection with the first such product approval, we will pay Syntex, on or before March 31, 2005, $7.0 million plus interest accrued thereon from May
1, 2002, until the date of payment. Unless the agreement is terminated, if the second product approval in one of the major market countries occurs before May 1, 2004, we will pay Syntex, on or before March 31, 2006, $7.0 million plus interest
accrued thereon from the date of approval until the date of payment, and if the second such product approval occurs after May 1, 2004, but before March 31, 2006, we will pay Syntex, on or before March 31, 2006, $7.0 million plus interest accrued
thereon from May 1, 2004, until the date of payment. Unless the agreement is terminated, if the second product approval in one of the major market countries has not occurred by March 31, 2006, we will pay Syntex $3.0 million on or before March 31,
2006, and if we receive the second product approval after March 31, 2006, we will pay Syntex $4.0 million within thirty (30) days after the date of such second product approval. No amounts have been accrued to date in relation to these milestones.
In addition, we will make royalty payments based on net sales of products that utilize the licensed technology. We are required to use commercially reasonable efforts to develop and commercialize the product for angina.



We or Syntex may terminate the license agreement for material uncured breach,
and we have the right to terminate the license agreement at any time on 120 days written notice if we decide not to continue to develop and commercialize Ranexa.



We may require substantial additional funding in order to complete our research and development activities and commercialize
any potential products. We currently estimate that our existing resources, projected interest income and future payments, if any, under our collaboration arrangements will be sufficient to meet our operating and capital requirements for at least the
next 24 months. However, we cannot assure you that we will not require additional funding prior to then or that additional financing will be available on acceptable terms or at all.



Our future capital requirements will depend on many factors, including the cost of launching our products, the cost of
commercializing our products, including marketing, promotional and sales costs, the amount of revenue, if any, that we are able to obtain from any approved products and the time and costs required to achieve those revenues, scientific progress in
our research and development programs, the size and complexity of these programs, the timing, scope and results of preclinical studies and clinical trials, our ability to establish and maintain corporate partnerships, the time and costs involved in
obtaining regulatory approvals, the costs involved in filing, prosecuting and enforcing patent claims, competing technological and market developments, the cost of manufacturing preclinical and clinical material and other factors not within our
control. We cannot guarantee that the additional financing to meet our capital requirements will be available on acceptable terms or at all. Insufficient funds may require us to delay, scale back or eliminate some or all of our research, development
or commercialization programs, to lose rights under existing licenses or to relinquish greater or all rights to product candidates on less favorable terms than we would otherwise choose, or may adversely affect our ability to operate as a going
concern. If we issue equity securities to raise additional funds, substantial dilution to existing stockholders may result.



Risk Factors



Our product candidates will take at least several years to develop, and we cannot assure you that we will successfully develop, market and manufacture
these products.



Since our inception in 1990, we have
dedicated substantially all of our resources to research and development. Because none of our potential products have been approved by any regulatory authorities, we have not generated any product revenues to date, and do not expect to generate any
product revenues until we receive marketing approval and launch one of our products, if at all.



We have applied for our first product approval in the United States, but we have not received any product approvals in the United States for the
commercial sale of any of our products. We have not applied for or received any regulatory approvals in any



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foreign jurisdiction for the commercial sale of any of our products. All of our product candidates are either in clinical trials under an Investigational New
Drug application, or IND, or applicable foreign regulatory authority submission, or are in preclinical research and development. We have submitted a New Drug Application, or NDA, to the United States Food and Drug Administration, or FDA, for Ranexa
for the potential treatment of chronic angina, but we have not submitted any other NDAs or equivalent applications to any foreign regulatory authorities for any of our product candidates. None of our products have been determined to be safe or
effective in humans for any use.



Conducting clinical trials is
a lengthy, time-consuming and expensive process. Before obtaining regulatory approvals for the commercial sale of any products, we must demonstrate to regulatory authorities through preclinical testing and clinical trials that our product candidates
are safe and effective for use in humans. We will continue to incur substantial expense for, and devote a significant amount of time to, preclinical testing and clinical trials.



Drug discovery methods based upon molecular cardiology are relatively new. We cannot be certain that these methods will lead
to commercially viable pharmaceutical products. In addition, some of our compounds within our adenosine receptor research, metabolism, atherosclerosis and vascular stenosis programs are in the early stages of research and development. We have not
submitted IND applications or commenced clinical trials for these new compounds. We cannot be certain when these clinical trials will commence, if at all. Because these compounds are in the early stages of product development, we could abandon
further development efforts before they reach clinical trials.



We cannot be certain that any of our product development efforts will be completed or that any of our products will be shown to be safe and effective. Regulatory authorities have broad discretion to interpret safety and efficacy data in
granting approval and making other regulatory decisions. Even if we believe that a product is safe and effective, we cannot assure you that regulatory authorities will interpret the data the same way and we may not obtain the required regulatory
approvals. Furthermore, we may not be able to manufacture our products in commercial quantities or market any products successfully.



If we are unable to satisfy the regulatory requirements for our products, we will not be able to commercialize our drug candidates.



All of our products may require additional development, preclinical studies
and/or clinical trials, and will require regulatory approval, prior to commercialization. Any delays in our clinical trials would delay market launch, increase our cash requirements, increase the volatility of our stock price and result in
additional operating losses.



Many factors could delay
completion of our clinical trials, including without limitation:



| |  |  | slower than anticipated patient enrollment;
| | - |  | -------------------------------------------



| |  |  | difficulty in obtaining sufficient supplies of clinical trial materials; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | adverse events occurring during the clinical trials.
| | - |  | ----------------------------------------------------



In addition, data obtained from preclinical and clinical activities are susceptible to different interpretations, which could delay, limit or prevent
regulatory approval of our products. For example, some drugs that prolong the electrocardiographic QT interval carry an increased risk of serious cardiac rhythm disturbances, or arrhythmias, while other drugs that prolong the QT interval do not
carry an increased risk of arrhythmias. Small but statistically significant increases in the QT interval were observed in clinical trials of Ranexa. However, the clinical significance of such changes remains unclear, and other clinical and
preclinical data do not suggest that Ranexa significantly pre-disposes patients to arrhythmias. Regulatory authorities such as the FDA may interpret these data differently, which could delay, limit or prevent regulatory approval of Ranexa.



Delays in approvals or rejections of marketing applications
may be based upon many factors, including regulatory requests for additional analyses, reports, data and/or studies, regulatory questions regarding data and results, changes in regulatory policy during the period of product development and/or the
emergence of new information regarding our products or other products. For example, the initial clinical trials with Ranexa used an immediate release formulation of Ranexa, while a sustained release formulation, which is the formulation intended for
commercial use, was used in the Phase III MARISA and CARISA trials and most other clinical trials conducted after 1997. Consequently, the NDA for Ranexa contains data from trials using two different formulations, which is subject to interpretation
by the FDA. An unfavorable interpretation of these combined data could delay or prevent regulatory approval. Similarly, as a routine part of the evaluation of any potential drug, clinical studies are generally conducted to assess the potential for
drug-drug interactions that could impact potential product safety. While we believe that the interactions between Ranexa and other drugs have been well characterized as part of our clinical development program, the data



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are subject to regulatory interpretation and an unfavorable interpretation could delay, limit or prevent regulatory approval. Furthermore, regulatory
attitudes towards the data and results required to demonstrate safety and efficacy change over time and can be affected by many factors, including the emergence of new information (including on other products), changing policies and agency funding,
staffing and leadership. We cannot be sure whether future changes to the regulatory environment will be favorable or unfavorable to our business prospects.



We may be unable to maintain our proposed schedules for IND and equivalent foreign applications and clinical protocol submissions to the FDA and other
regulatory authorities, initiations of clinical trials and completions of clinical trials, as a result of FDA or other regulatory action or other factors such as lack of funding or complications that may arise in any phase of the clinical trial
program.



Furthermore, even if our clinical trials occur on
schedule, the results may differ from those obtained in preclinical studies and earlier clinical trials. Clinical trials may not demonstrate sufficient safety or efficacy to obtain the necessary approvals.



If we are unable to satisfy governmental regulations relating to the
development of our drug candidates, we may be unable to obtain or maintain necessary regulatory approvals to commercialize our products.



The research, testing, manufacturing and marketing of drug products are subject to extensive regulation by numerous regulatory authorities in the United
States and other countries. Failure to comply with FDA or other applicable regulatory requirements may subject a company to administrative or judicially imposed sanctions. These include without limitation:



| |  |  | warning letters;
| | - |  | ----------------



| |  |  | civil penalties;
| | - |  | ----------------



| |  |  | criminal penalties;
| | - |  | -------------------



| |  |  | injunctions;
| | - |  | ------------



| |  |  | product seizure or detention;
| | - |  | -----------------------------



| |  |  | product recalls;
| | - |  | ----------------



| |  |  | total or partial suspension of manufacturing; and
| | - |  | -------------------------------------------------



| |  |  | FDA refusal to review or approve pending NDAs or supplements to approved NDAs.
| | - |  | ------------------------------------------------------------------------------



The process of obtaining FDA and other required regulatory approvals, including foreign approvals, often takes many years and can vary substantially
based upon the type, complexity and novelty of the products involved. Furthermore, this approval process is extremely expensive and uncertain. We may not be able to maintain our proposed schedules for the submission of an NDA or foreign applications
for any of our products. If we submit an NDA to the FDA for any of our products, the FDA must decide whether to either accept or reject the submission for filing. We cannot guarantee that any of our NDA submissions will be accepted for filing and
review by the FDA. We cannot guarantee that we will be able to respond to FDA review requests in a timely manner without delaying potential regulatory approval. We also cannot guarantee that any of our products under development will receive a
favorable recommendation from any FDA advisory panel or be approved for marketing by the FDA or foreign regulatory authorities. Even if marketing approval of a product is granted, we cannot be certain that we will be able to obtain the labeling
claims necessary or desirable for the promotion of the product.



In addition, the regulatory environment in which our regulatory submissions may be reviewed changes over time. For example, average review times at the FDA for marketing approval applications have fluctuated over the last 10 years, and we
cannot predict the review time for any of our submissions. In addition, review times at the FDA can be affected by a variety of factors, including federal budget and funding levels and statutory, regulatory and policy changes.



Even if we obtain a marketing approval, we may be required to undertake
post-marketing clinical trials or other risk management programs. In addition, identification of side effects or potential safety or dosing compliance issues after a drug is on the market or the occurrence of manufacturing-related problems could
cause or require subsequent withdrawal of approval, reformulation of the drug, additional preclinical testing or clinical trials, changes in labeling of the product, and/or additional regulatory approvals.



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If we receive a marketing approval, we will also be subject to ongoing FDA post-marketing obligations and
continued regulatory review, such as continued safety reporting requirements. In addition, we or our third party manufacturers will be required to adhere to stringent federal regulations setting forth current good manufacturing practices for
pharmaceuticals, known as cGMP regulations. These regulations require, among other things, that we manufacture our products and maintain our records in a carefully prescribed manner with respect to manufacturing, testing and quality control
activities.



If we receive marketing approval and if any of our
products or services become reimbursable by a government health care program, such as Medicare or Medicaid, we will become subject to certain federal and state health care fraud and abuse and reimbursement laws. These laws include the federal
Medicare and Medicaid Fraud and Abuse Act, False Claims Act, Prescription Drug Marketing Act, and Physician Self-Referral Law, and their many state counterparts. When we become subject to such laws,
our arrangements with third parties, including health care providers, physicians, vendors, distributors, wholesalers and others, will need to comply with these laws, as applicable. We do not know whether our existing or future arrangements will be
found to be compliant. Violations of these statutes could result in substantial criminal and civil penalties and exclusion from governmental health care programs.



Our products, even if approved by the FDA or foreign regulatory agencies, may not achieve market acceptance.



If any of our products, after receiving FDA or foreign
regulatory approvals, fail to achieve market acceptance, our ability to become profitable in the future will be adversely affected. We believe that market acceptance will depend on our ability to provide acceptable evidence of safety, efficacy and
cost effectiveness. If the data from our programs do not provide this evidence, market acceptance of our products will be adversely affected.



In addition, we believe that the level of market acceptance of our products will depend in part on our ability to obtain favorable labeling claims from
regulatory authorities. Regulatory authorities have broad discretion in approving the labeling for products. Approved labeling (if any) would have a direct impact on our marketing, promotional and sales programs. Unfavorable labeling would restrict
our marketing, promotional and sales programs, which would adversely affect market acceptance of our products.



We have no marketing or sales experience, and if we are unable to develop our own sales and marketing capability or if we are unable to enter into or
maintain collaborations with marketing partners, we may not be successful in commercializing our products.



Our successful commercialization of Ranexa depends on our ability to establish an effective sales and marketing organization. We currently have no sales
or distribution capability and only limited marketing capability. With the recent amendment to our sales and marketing services agreement with Innovex, we will now market Ranexa directly. In order to do this, we will have to develop our own
specialized marketing and sales force with technical expertise and with supporting distribution capability. Developing a marketing and sales force is expensive and time consuming and could delay any product launch. We cannot be certain that we will
be able to develop this capacity.



We also depend on
collaborations with third parties, such as Biogen and Fujisawa, which have established distribution systems and direct sales forces. To the extent that we enter into co-promotion or other licensing arrangements, our revenues will depend upon the
efforts of third parties, over which we have little control. For instance, we have entered into agreements under which Biogen is responsible for worldwide marketing and sales of any product that results from the Adentriprogram, and Fujisawa is responsible for marketing and sales of CVT-3146 in North America.



We are spending significant amounts of capital preparing
for the commercialization of Ranexa prior to FDA approval of Ranexa.



The significant amounts of capital that we are spending to provide and/or enhance infrastructure, headcount and inventory in preparation for the potential launch of Ranexa could be lost if we do not receive FDA
marketing approval for Ranexa. Our Ranexa commercialization efforts involve building our sales and marketing infrastructure, increasing our marketing communications efforts, expanding our manufacturing activities to have inventory of commercial
supplies of Ranexa and planning for the hiring of a national sales force. These activities involve significant current expenditures and future commitments of capital. If the FDA does not approve Ranexa, these capital expenditures and commitments
could be lost. In addition, if FDA approval of Ranexa is delayed, we will incur additional commercialization expenses at a later date to prepare for a delayed launch of Ranexa.



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If we are unable to compete successfully in our market, it will harm our business.



Our ability to compete successfully in our market will directly affect the
market acceptance of our products. The pharmaceutical and biopharmaceutical industries, and the market for cardiovascular drugs in particular, are intensely competitive. If our products receive regulatory approvals, they will often compete with
well-established, proprietary and generic cardiovascular therapies that have generated substantial sales over a number of years and are widely used by health care practitioners. Even if our products have no direct competition, the promotional
efforts for our products will have to compete against the promotional efforts of other products in order to be noticed by physicians and patients. Moreover, the level of promotional effort in the pharmaceutical and biopharmaceutical markets has
increased substantially. Market acceptance of our products will be affected by the level of promotional effort that we are able to provide for our products. The level of our promotional efforts will depend in part on our ability to recruit, train
and deploy an effective sales and marketing organization. We cannot assure you that the level of promotional effort that we will be able to provide for our products will be sufficient to obtain market acceptance of those products.



In addition, we are aware of companies that are developing products that may
compete in the same markets as our products. There may also be potentially competitive products of which we are not aware. Many of these potential competitors may have substantially greater product development capabilities and financial, scientific,
marketing and sales resources. Other companies may succeed in developing products earlier or obtain approvals from regulatory authorities more rapidly than either we or our corporate partners are able to achieve. Potential competitors may also
develop products that are safer, more effective or have other potential advantages compared to those under development or proposed to be developed by us and our corporate partners. In addition, research and development by others could render our
technology or our products obsolete or non-competitive.



Failure to obtain adequate reimbursement from government health administration authorities, private health insurers and other organizations could materially adversely affect our future business, results of operations and financial
condition.



Our ability and the ability of our existing
and future corporate partners to market and sell our products will depend in part on the extent to which reimbursement for the cost of our products and related treatments will be available from government health administration authorities, private
health insurers and other organizations. Third party payers and governmental health administration authorities are increasingly attempting to limit and/or regulate the price of medical products and services, especially branded prescription drugs.



Significant uncertainty exists as to the reimbursement status
of newly approved health care products. In addition, for sales of our products in Europe, we will be required to seek reimbursement approvals on a country-by-country basis. We cannot be certain that any products approved for marketing will be
considered cost effective, that reimbursement will be available, or that allowed reimbursement will be adequate. In addition, payers reimbursement policies could adversely affect our or any corporate partners ability to sell our products
on a profitable basis.



If we are unable to attract and
retain collaborators, licensors and licensees, the development of our products could be delayed and our future capital requirements could increase substantially.



We may not be able to retain current or attract new corporate and academic collaborators, licensors, licensees and others.
Our business strategy requires us to enter into various arrangements with these parties, and we are dependent upon the success of these parties in performing their obligations. If we fail to obtain and maintain these arrangements, the development
and/or commercialization of our products would be delayed. We may be unable to proceed with the development, manufacture or sale of products or we might have to fund development of a particular product candidate internally. If we have to fund the
development and commercialization of substantially all of our products internally, our future capital requirements will increase substantially.



The collaborative arrangements that we may enter into in the future may place responsibility on the collaborative partner for preclinical testing and
clinical trials, manufacturing and preparation and submission of applications for regulatory approval of potential pharmaceutical products. We cannot control the amount and timing of resources that our collaborative partners devote to our programs.
If a collaborative partner fails to successfully develop or commercialize any product, product launch would be delayed. In addition, our collaborators may pursue competing technologies or product candidates.



Under our collaborative arrangements, we or our collaborative partners may
also have to meet performance milestones. If we fail to meet our obligations under our collaborative arrangements, our collaborators could terminate their arrangements or we could lose our rights to the compounds under development. For example,
under our agreement with Fujisawa, we are responsible for development activities and must meet development milestones in order to receive development milestone payments. Under our agreement with Biogen, in order for us to receive development
milestone payments, Biogen must meet development



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milestones. Under our license agreement with Syntex for Ranexa, we are required to use commercially reasonable efforts to develop and commercialize
ranolazine for angina, and have related milestone payment obligations.



In addition, collaborative arrangements in our industry are extremely complex, particularly with respect to intellectual property rights, financial provisions, and other provisions such as the parties respective rights with respect to
decision making. Disputes may arise in the future with respect to these issues, such as the ownership of rights to any technology developed with or by third parties. These and other possible disagreements between us and our collaborators could lead
to delays in the collaborative research, development or commercialization of product candidates. These disputes could also result in litigation or arbitration, which is time consuming, expensive and uncertain.



We expect to continue to operate at a loss and may never achieve
profitability.



We cannot be certain that we will ever
achieve and sustain profitability. Since our inception, we have been engaged in research and development activities. We have generated no product revenues. As of June 30, 2003, we had an accumulated deficit of $362.1 million. The process of
developing and commercializing our products requires significant additional research and development, preclinical testing and clinical trials, as well as regulatory approvals and marketing and sales efforts. These activities, together with our
general and administrative expenses, are expected to result in operating losses for the foreseeable future. Even if we are able to obtain marketing approvals and generate product revenues, we may not achieve profitability.



If we are unable to secure additional financing, we may be unable to
complete our research and development activities or successfully commercialize any products.



We may require substantial additional funding in order to complete our research and development activities and commercialize any of our products. In the
past, we have financed our operations primarily through the sale of equity and debt securities, payments from our collaborators, equipment and leasehold improvement financing and other debt financing. We have generated no product revenue and do not
expect to do so until we receive marketing approval and launch one of our products, if at all. We believe that our existing resources, projected interest income and future payments, if any, from our collaboration arrangements, will be sufficient to
meet our operating and capital requirements for at least the next 24 months. However, we may require additional funding prior to that time.



Our need for additional funding will depend on many factors, including, without limitation:



| |  |  | the amount of revenue, if any, that we are able to obtain from any approved products, and the time and costs required to achieve those revenues;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing, scope and results of preclinical studies and clinical trials;
| | - |  | -------------------------------------------------------------------------



| |  |  | the size and complexity of our programs;
| | - |  | ----------------------------------------



| |  |  | the time and costs involved in obtaining regulatory approvals;
| | - |  | --------------------------------------------------------------



| |  |  | the cost of launching our products;
| | - |  | -----------------------------------



| |  |  | the costs of commercializing our products, including marketing, promotional and sales costs;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | the cost of manufacturing or obtaining preclinical, clinical and commercial materials;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | our ability to establish and maintain corporate partnerships;
| | - |  | -------------------------------------------------------------



| |  |  | competing technological and market developments;
| | - |  | ------------------------------------------------



| |  |  | the costs involved in filing, prosecuting and enforcing patent claims; and
| | - |  | --------------------------------------------------------------------------



| |  |  | scientific progress in our research and development programs.
| | - |  | -------------------------------------------------------------



Additional financing may not be available on acceptable terms or at all. If we are unable to raise additional funds, we may, among other things:



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| |  |  | have to delay, scale back or eliminate some or all of our research and/or development programs;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | have to delay, scale back or eliminate some or all of our commercialization activities;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | lose rights under existing licenses;
| | - |  | ------------------------------------



| |  |  | have to relinquish more of, or all of, our rights to product candidates on less favorable terms than we would otherwise seek; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | be unable to operate as a going concern.
| | - |  | ----------------------------------------



If additional funds are raised by issuing equity securities, our existing stockholders will experience dilution. There may be additional factors that
could affect our need for additional financing. Many of these factors are not within our control.



If we are unable to effectively protect our intellectual property, we may be unable to complete development of any products and we may be put at a
competitive disadvantage; and if we are involved in an intellectual property rights dispute, we may not prevail and may be subject to significant liabilities or required to license rights from a third party.



Our success will depend to a significant degree on our ability to, among
other things:



| |  |  | obtain patents and licenses to patent rights;
| | - |  | ---------------------------------------------



| |  |  | maintain trade secrets;
| | - |  | -----------------------



| |  |  | obtain trademarks; and
| | - |  | ----------------------



| |  |  | operate without infringing on the proprietary rights of others.
| | - |  | ---------------------------------------------------------------



However, in general we cannot be certain that patents will issue from any of our pending or future patent applications, that any issued patent will not be
lost through an interference or opposition proceeding, reexamination request, infringement litigation or otherwise, that any issued patent will be sufficient to protect our technology and investments, or that we will be able to obtain any extensions
of patents beyond the initial term.



Although United States
patent applications are now published 18 months after their filing date, as provided by federal legislation enacted in 1999, this statutory change applies only to applications filed on or after November 29, 2000. Applications filed in the United
States prior to this date are maintained in secrecy until a patent issues. As a result, we can never be certain that others have not filed patent applications for technology covered by our pending applications or that we were the first to invent the
technology. There may be third party patents, patent applications, trademarks and other intellectual property relevant to our compounds, products, services and technology which are not known to us and that block or compete with our compounds,
products, services or technology.



Competitors may have filed
applications for, or may have received or in the future may receive, patents, trademarks and/or other proprietary rights relating to compounds, products, services or technology that block or compete with ours. We may have to participate in
interference proceedings declared by the Patent and Trademark Office. These proceedings determine the priority of invention and, thus, the right to a patent for the technology in the United States. We may also become involved in opposition
proceedings in connection with foreign patent filings. In addition, litigation may be necessary to enforce any patents or trademarks issued to us, or to determine the scope and validity of the proprietary rights of third parties. Litigation,
interference and opposition proceedings, even if they are successful, are expensive, time-consuming and risky to pursue, and we could use a substantial amount of our limited financial resources in either case.



Just as it is important to protect our proprietary rights, we also must not
infringe patents or trademarks of others that might cover our compounds, products, services or technology. If third parties own or have proprietary rights to technology or other intellectual property that we need in our product development and
commercialization efforts, we will need to obtain a license to those rights. We cannot assure you that we will be able to obtain such licenses on economically reasonable terms. If we fail to obtain any necessary licenses, we may be unable to
complete product development and commercialization.



We also
rely on proprietary technology including trade secrets to develop and maintain our competitive position. Although we seek to protect all of our proprietary technology, in part by confidentiality agreements with employees, consultants,



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collaborators, advisors and corporate partners, these agreements may be breached. We cannot assure you that the parties to these agreements will not breach
them or that these agreements will provide meaningful protection or adequate remedies in the event of unauthorized use or disclosure of our proprietary technology. We may not have adequate remedies to protect our proprietary technology including
trade secrets. As a result, third parties may gain access to our trade secrets and other proprietary technology, or our trade secrets and other proprietary technology may become public. In addition, it is possible that our proprietary technology
will otherwise become known or be discovered independently by our competitors.



In addition, we may also become subject to claims that we are using trade secrets of others without having the right to do so. Such claims can result in litigation, which can be expensive, time-consuming and risky to
defend.



Litigation and disputes related to intellectual
property are widespread in the biopharmaceutical industry. Although no third party has asserted a claim of infringement against us, we cannot assure you that third parties will not assert patent or other intellectual property infringement claims
against us with respect to our compounds, products, services, technology or other matters. If they do, we may not prevail and, as a result, may be subject to significant liabilities to third parties, may be required to license the disputed rights
from the third parties or may be required to cease using the technology or developing or selling the compounds or products. We may not be able to obtain any necessary licenses on economically reasonable terms, if at all. Any intellectual
property-related claims against us, with or without merit, as well as claims initiated by us against third parties, can be time-consuming and expensive to defend or prosecute.



We have no manufacturing experience and will depend on third parties to manufacture our products.



We do not currently operate manufacturing facilities for clinical or
commercial production of our products under development. We have no experience in manufacturing and currently lack the resources or capability to manufacture any of our products on a clinical or commercial scale. As a result, we are dependent on
corporate partners, licensees or other third parties for the manufacturing of clinical and commercial scale quantities of all of our products.



For example, we have entered into several agreements with third party manufacturers relating to Ranexa, including for commercial scale or scale-up of bulk
active pharmaceutical ingredient, tableting, packaging and supply of a raw material component of the product. However, the commercial launch of Ranexa is dependent on these third party arrangements, and could be affected by any delays or
difficulties in performance. In addition, because we have used different manufacturers for elements of the Ranexa supply chain in different clinical trials and for potential commercial supply prior to FDA approval of Ranexa, in order to obtain
marketing approval we will be required to demonstrate to the FDAs satisfaction the bioequivalence or therapeutic equivalence of the multiple sources of Ranexa used in our clinical trials to the product to be commercially supplied. An
unfavorable regulatory interpretation by the FDA could delay or prevent regulatory approval for the product.



Furthermore, we and our third party manufacturers, laboratories and clinical testing sites must pass preapproval inspections of facilities by the FDA and
corresponding foreign regulatory authorities before obtaining marketing approvals. In addition, manufacturing facilities are subject to periodic inspection by the FDA and foreign regulatory authorities. We cannot guarantee that any such inspections
will not result in compliance issues that could prevent or delay marketing approval, or require us to expend money or other resources to correct. In addition, drug product manufacturing facilities in California must be licensed by the State of
California, and other states may have comparable requirements. We cannot assure you that we will be able to obtain such licenses.



Our business depends on certain key personnel, the loss of whom could weaken our management team, and on attracting and retaining qualified personnel.



The growth of our business and our success depends in
large part on our ability to attract and retain key management, research and development, sales and marketing and other operating and administrative personnel. In particular, the successful and timely launch of Ranexa will depend in large part on
our ability to recruit and train an effective sales and marketing organization in a timely fashion. We cannot assure you that we will be able to attract and retain the qualified personnel or develop the expertise needed to launch Ranexa or to
continue to advance our other research and development programs. Our ability to attract and retain key employees in a competitive recruiting environment is dependent on our ability to offer competitive compensation packages, which typically include
stock option grants. Current and proposed changes in laws, regulations, corporate governance standards, listing requirements and accounting treatments regarding stock options and other common compensation features, such as loans, may limit or impair
our ability to attract and retain key personnel. Although we have entered into executive severance agreements and have a severance plan as well, we have not entered into any employment agreements with key executives. The loss of the services of one
or more members of these groups or the inability to attract and retain additional personnel and develop expertise



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as needed could limit our ability to develop and commercialize our existing drugs and future drug candidates. Such persons are in high demand and often
receive competing employment offers.



Our failure to manage
our rapid growth could harm our business.



We have
experienced rapid growth and expect to continue to expand our operations over time. As we prepare for the commercialization of Ranexa, continue to conduct clinical trials for our product candidates and expand our drug discovery efforts, we have
added personnel in many areas, including operations, sales, marketing, regulatory, clinical, finance and information systems. For example, we expect significant growth in our sales and marketing organization in preparation for the launch of Ranexa.
We may not manage this growth effectively, which would harm our business and cause us to incur higher operating costs. If rapid growth continues, it may strain our operational, managerial and financial resources.



If there is an adverse outcome in our pending litigation, such as the
securities class action litigation that has been filed against us, our business may be harmed.



We and certain of our officers and directors are named as defendants in a purported securities class action lawsuit filed in the United States District
Court for the Northern District of California captioned David Crossen, et al. v. CV Therapeutics, Inc., et al. The lawsuit is brought on behalf of a purported class of purchasers of our securities, and seeks unspecified damages. As is typical
in this type of litigation, at least one other purported securities class action lawsuit containing substantially similar allegations has since been filed against the defendants, and we expect that additional lawsuits containing substantially
similar allegations may be filed in the near future. In addition, the Companys directors and certain of its officers have been named as defendants in a derivative lawsuit in California Superior Court, Santa Clara County, captioned Kangos v.
Lange, et al., which names the Company as a nominal defendant. The plaintiff in this action is a Company stockholder who seeks to bring derivative claims on behalf of the Company against the defendants.



As with any litigation proceeding, we cannot predict with certainty the
eventual outcome of pending litigation. Furthermore, we may have to incur substantial expenses in connection with these lawsuits. In the event of an adverse outcome, our business could be harmed.



Our operations involve hazardous materials, which could subject us to
significant liability.



Our research and development and
manufacturing activities involve the controlled use of hazardous materials, including hazardous chemicals, radioactive materials and pathogens, and the generation of waste products. Accordingly, we are subject to federal, state and local laws
governing the use, handling and disposal of these materials. We may have to incur significant costs to comply with additional environmental and health and safety regulations in the future. Although we believe that our safety procedures for handling
and disposing of hazardous materials comply in all material respects with regulatory requirements, we cannot eliminate the risk of accidental contamination or injury from these materials. In the event of an accident or environmental discharge, we
may be held liable for any resulting damages, which may exceed our financial resources and may materially adversely affect our business, financial condition and results of operations. Although we believe that we are in compliance in all material
respects with applicable environmental laws and regulations, there can be no assurance that we will not be required to incur significant costs to comply with environmental laws and regulations in the future. There can also be no assurance that our
operations, business or assets will not be materially adversely affected by current or future environmental laws or regulations.



We may be subject to product liability claims if our products harm people, and we have only limited product liability insurance.



The manufacture and sale of human drugs and other therapeutic products
involve an inherent risk of product liability claims and associated adverse publicity. We currently have only limited product liability insurance for clinical trials and no commercial product liability insurance. We do not know if we will be able to
maintain existing or obtain additional product liability insurance on acceptable terms or with adequate coverage against potential liabilities. This type of insurance is expensive and may not be available on acceptable terms or at all. If we are
unable to obtain or maintain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims, we may be unable to commercialize our products. A successful product liability claim brought against
us in excess of our insurance coverage, if any, may require us to pay substantial amounts. This could adversely affect our cash position and results of operations.



Our insurance policies are expensive and protect us only from some business risks, which will leave us exposed to
significant, uninsured liabilities.



We do not carry
insurance for all categories of risk that our business may encounter. For example, we do not carry earthquake insurance. In the event of a major earthquake in our region, our business could suffer significant and uninsured damage and loss. In
addition, the premiums for our insurance policies have increased significantly in recent years. For example, the premiums for our directors and officers insurance policy have increased significantly. If insurance premiums continue to
increase, we may not be able to maintain our current levels of insurance in the future. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our cash position and results of operations.



If the market price of our stock continues to be highly
volatile, the value of an investment in our common stock may decline.



Within the last 12 months, our common stock has traded between $15.73 and $41.50. The market price of the shares of common stock for our company has been and may continue to be highly volatile. Announcements may have
a significant impact on the market price of our common stock. These announcements may include, without limitation:



| |  |  | results of our clinical trials and preclinical studies, or those of our corporate partners or our competitors;
| | - |  | --------------------------------------------------------------------------------------------------------------



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| |  |  | negative regulatory actions with respect to our new products or regulatory approvals with respect to our competitors new products;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | achievement of other research or development milestones, such as completion of enrollment of a clinical trial or making a regulatory filing;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our operating results;
| | - |  | ----------------------



| |  |  | developments in our relationships with corporate partners;
| | - |  | ----------------------------------------------------------



| |  |  | developments affecting our corporate partners;
| | - |  | ----------------------------------------------



| |  |  | government regulations, reimbursement changes and governmental investigations or audits related to us or to our products;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in regulatory policy or interpretation;
| | - |  | -----------------------------------------------



| |  |  | developments related to our patents or other proprietary rights or those of our competitors;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | changes in the ratings of our securities by securities analysts;
| | - |  | ----------------------------------------------------------------



| |  |  | operating results or other developments below the expectations of public market analysts and investors;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | market conditions for biopharmaceutical or biotechnology stocks in general; and
| | - |  | -------------------------------------------------------------------------------



| |  |  | general economic and market conditions.
| | - |  | ---------------------------------------



In addition, if we fail to reach an important research, development or commercialization milestone or result by a publicly expected deadline, even if by
only a small margin, there could be a significant impact on the market price of our common stock. For example, in January 2001, we announced that additional patients would need to be enrolled in our Phase III CARISA trial of Ranexa to meet a
protocol requirement, thereby delaying completion of enrollment of the trial by a number of months. The price of our common stock decreased significantly after this announcement.



The stock market has from time to time experienced extreme price and volume fluctuations, which have particularly affected
the market prices for emerging biotechnology and biopharmaceutical companies, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market price of our common stock. In addition,
sales of substantial amounts of our common stock in the public market could lower the market price of our common stock.



Provisions of Delaware law and in our charter, by-laws and our rights plan may prevent or frustrate any attempt by our stockholders to replace or
remove our current management and may make the acquisition of our company by another company more difficult.



In February 1999, our board of directors adopted a stockholder rights plan, which was amended in July 2000 to lower the triggering ownership percentage
and increase the exercise price. In addition, in February 1999, our board of directors authorized executive severance benefit agreements for certain executives in the event of a change of control. We entered into these severance agreements with
these executives. Subsequently, in November 2002 the board approved additional as well as amended executive severance agreements and a severance plan. Our rights plan and these severance arrangements may delay or prevent a change in our current
management team and may render more difficult an unsolicited merger or tender offer.



The following provisions of our Amended and Restated Certificate of Incorporation, as amended, and our by-laws, may have the effects of delaying or preventing a change in our current management and making the
acquisition of our company by a third party more difficult: our board of directors is divided into three classes with approximately one third of the directors to be elected each year, necessitating the successful completion of two proxy contests in
order for a change in control of the board to be effected; any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of the stockholders and may not be effected by a consent in
writing; advance written notice is required for a stockholder to nominate a person for election to the board of directors and for a stockholder to present a proposal at any stockholder meeting;



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directors may be removed only for cause by a vote of a majority of the stockholders and vacancies on the board of directors may only be filled by a majority
of the directors in office. In addition, our board of directors has the authority to issue up to 5,000,000 shares of preferred stock without stockholders approval, which also could make it more difficult for stockholders to replace or remove
our current management and for another company to acquire us. We are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law, which could delay a merger, tender offer or proxy contest or make a similar
transaction more difficult. In general, the statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the
person became an interested stockholder, unless the business combination is approved in a prescribed manner.



Our indebtedness and debt service obligations may adversely affect our cash flow, cash position and stock price.



In March 2000, we sold $196.3 million aggregate principal amount of 4.75%
convertible subordinated notes due in March 2007. Our annual debt service obligation on these notes is approximately $9.3 million per year in interest payments. In June 2003, we sold $100.0 million aggregate principal amount of 2.0% senior
subordinated convertible debentures due in May 2023. The holders of the debentures may require us to purchase all or a portion of their debentures on May 16, 2010, May 16, 2013 and May 16, 2018, in each case at a price equal to the principal amount
of the debentures to be purchased, plus accrued and unpaid interest, if any, to the purchase date. Our annual debt service obligation on these debentures is approximately $2.0 million per year in interest payments. As of June 30, 2003, we have
approximately $296.4 million in long term debt. We may add additional lease lines to finance capital expenditures and/or may obtain additional long-term debt and lines of credit. If we issue other debt securities in the future, our debt service
obligations will increase further.



We intend to fulfill our
debt service obligations from our existing cash and investments. In the future, if we are unable to generate cash or raise additional cash through financings sufficient to meet these obligations and need to use existing cash or liquidate investments
in order to fund these obligations, we may have to delay or curtail research, development and commercialization programs.



The notes and the debentures are convertible, at the option of the holders, into shares of our common stock at initial conversion rates of 15.6642 shares
of common stock per $1,000 principal amount of notes and 21.0172 shares of common stock per $1,000 principal amounts of debentures, respectively, each subject to adjustment in certain circumstances. If the notes are all converted at their initial
conversion rate, we would be required to issue approximately 3,074,100 shares of our common stock. If the debentures are all converted at their initial conversion rate, we would be required to issue approximately 2,101,720 shares of our common
stock. We have reserved shares of our authorized common stock for issuance upon conversion of the notes and the debentures. If either or both of the notes and the debentures are converted into shares of our common stock, our existing stockholders
will experience immediate dilution and our common stock price may be subject to significant downward pressure. If either or both of the notes and the debentures are not converted into shares of our common stock before their respective maturity
dates, we will have to pay the holders of such notes or debentures the full aggregate principal amount of the notes or debentures then outstanding. Any such payment would have an adverse effect on our cash position. Alternatively, we might need to
try to modify the terms of the notes and/or the debentures in ways that could be dilutive to our stockholders.



Our indebtedness could have significant additional negative consequences, including, without limitation:



| |  |  | requiring the dedication of a substantial portion of our expected cash flow to service our indebtedness, thereby reducing the amount of our expected cash flow available for other
purposes, including funding our research and development programs and other capital expenditures;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increasing our vulnerability to general adverse economic conditions;
| | - |  | --------------------------------------------------------------------



| |  |  | limiting our ability to obtain additional financing; and
| | - |  | --------------------------------------------------------



| |  |  | placing us at a possible competitive disadvantage to less leveraged competitors and competitors that have better access to capital resources.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



If shares of common stock are sold in our equity line of credit
arrangement, existing common stockholders will experience immediate dilution and, as a result, our stock price may go down.



We have entered into a common stock purchase agreement with Acqua Wellington, pursuant to which we may sell to Acqua Wellington up to $100.0 million of
our common stock, or the number of shares which is one less than twenty percent (20%) of the issued and outstanding shares of our common stock as of July 3, 2003, whichever occurs first, at a discount of 3.8%



23



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to 5.8%, to be determined based on our market capitalization at the start of the draw-down period, unless we agree with Acqua Wellington to a different
discount. Upon each sale of our common stock to Acqua Wellington under the purchase agreement, we have also agreed to pay Alder Creek Capital, L.L.C., Member NASD/SIPC, a placement fee equal to one fifth of one percent of the aggregate dollar amount
of common stock purchased by Acqua Wellington. As a result, our existing common stockholders will experience immediate dilution upon the purchase of any shares of our common stock by Acqua Wellington. The purchase agreement with Acqua Wellington
provides that, at our request, Acqua Wellington will purchase a certain dollar amount of shares, with the exact number of shares to be determined based on the per share market price of our common stock over the draw-down period for said purchase. As
a result, if the per share market price of our common stock declines over the draw-down period, Acqua Wellington will receive a greater number of shares for its purchase price, thereby resulting in further dilution to our stockholders and potential
downward pressure of the price of our stock.



|Item 3. |  | Market Risk
|------- |  | -----------



Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio and our long-term debt. We do not use
derivative financial instruments in our investment portfolio. We place our investments with high quality issuers and, by policy, limit the amount of credit exposure to any one issuer. We are averse to principal loss and strive to ensure the safety
and preservation of our invested funds by limiting default, market and reinvestment risk. We classify our cash equivalents and marketable securities as fixed-rate if the rate of return on such instruments remains fixed over their term.
These fixed-rate investments include U.S. government securities, commercial paper, asset backed securities, corporate bonds, and foreign bonds. Fixed-rate securities may have their fair market value adversely affected due to a rise in
interest rates and we may suffer losses in principal if forced to sell securities that have declined in market value due to a change in interest rates. We classify our cash equivalents and marketable securities as variable-rate if the
rate of return on such investments varies based on the change in a predetermined index or set of indices during their term.



Our long-term debt includes $196.3 million of 4.75% convertible subordinated notes due March 7, 2007. Interest on the notes is fixed and payable
semi-annually on March 7 and September 7 each year. The notes are convertible into shares of our common stock at any time prior to maturity, unless previously redeemed or repurchased, subject to adjustment in certain events. Our long-term debt also
includes $100.0 million of 2.0% senior subordinated convertible debentures due May 16, 2023. Interest on the debentures is fixed and payable semi-annually on May 16 and November 16 each year. The debentures are convertible into shares of our common
stock during certain periods prior to maturity, unless previously redeemed or repurchased, subject to adjustment in certain events. The market value of our long-term-debt will fluctuate with movements of interest rates and with movements in the
value of our common stock.



|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of
1934 reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and utilized, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating disclosure controls and procedures.



As of June 30, 2003, the end of the quarter covered by this
report, our Chief Executive Officer and our Chief Financial Officer, with the participation of our management, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the
foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level. There has been no change in our internal controls over financial reporting
during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.





24



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PART II. OTHER INFORMATION



|Item 4. |  | Submission of Matters to a Vote of Security Holders
|------- |  | ---------------------------------------------------



At our Annual Meeting of Stockholders held on May 22, 2003, three matters were voted upon. A description of each matter and a tabulation of the votes for
each of the matters follows:



| | 1. |  | Proposal to elect three (3) directors, each to serve until the 2006 Annual Meeting of Stockholders and until his successor is elected and qualified or until his earlier resignation
or removal:
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Nominee                     |  | For        |  | Withheld
|--------------------------- |  | ---------- |  | --------
|                           
|Louis G. Lange, M.D., Ph.D. |  | 22,400,152 |  | 132,289 
|R. Scott Greer              |  | 21,994,912 |  | 537,529 
|Peter Barton Hutt           |  | 22,346,849 |  | 185,592 



Santo J. Costa, John
Groom, Thomas L. Gutshall, Kenneth B. Lee, Jr., and Costa G. Sevastopoulos, Ph.D., continued as directors after the Annual Meeting.



| | 2. |  | Proposal to approve the amendment to our Employee Stock Purchase Plan to provide for a new formula to determine the amount of the annual increases in the aggregate number of shares
of common stock authorized for issuance under such plan for five (5) years:
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|For        |  | Against   |  | Abstain  
|---------- |  | --------- |  | ---------
|          
|14,052,951 |  | 1,264,037 |  | 1,305,885



There were 5,909,568
broker non-votes.



| | 3. |  | Proposal to ratify the selection of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2003:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------



|For        |  | Against |  | Abstain
|---------- |  | ------- |  | -------
|          
|22,257,683 |  | 270,978 |  | 3,780  



There were no broker
non-votes.



|Item 5.    Other |  | Information
|---------------- |  | -----------



On August 13, 2003, the Companys directors and certain of its officers were named as defendants in a derivative lawsuit. This action, which is
captioned Kangos v. Lange, et al., was filed in California Superior Court, Santa Clara County, and names the Company as a nominal defendant. The plaintiff in this action is a Company stockholder who seeks to bring derivative claims on behalf
of the Company against the defendants. The lawsuit alleges breaches of fiduciary duty and related claims based on purportedly misleading statements concerning the Companys NDA for Ranexa. At the appropriate time, the Company expects to file a
motion to dismiss this action due to the plaintiffs unexcused failure to make a demand on the Company before filing the action.



|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



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



|ExhibitNumber |  |                                                                                                                                                                                                                                                                 
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              | 
|4.1           |  | Common Stock Warrant, dated July 9, 2003, issued to QFinance, Inc., filed as Exhibit 4.1 to Form 8-K filed with the Commission on July 11, 2003 and incorporated by reference
herein.                                                                           
|              | 
|4.2           |  | Indenture, dated as of June 18, 2003, between the Company and Wells Fargo Bank Minnesota, N.A.                                                                                                                                                                  
|              | 
|4.3           |  | 2.0% Senior Convertible Subordinated Debenture dated June 18, 2003.                                                                                                                                                                                             
|              | 
|10.63         |  | CV Therapeutics, Inc. Long-Term Incentive Plan.                                                                                                                                                                                                                 
|              | 
|10.64         |  | Common Stock Purchase Agreement, dated as of July 3, 2003, by and between the Company and Acqua Wellington North American Equities Fund, Ltd., filed as Exhibit 10.1 to Form 8-K
filed with the Commission on July 3, 2003 and incorporated by reference herein.
|              | 
|10.65         |  | Amended and Restated Sales and Marketing Services Agreement, dated as of July 9, 2003, by and between the                                                                                                                                                       



25



---

|      | 
|----- | 
|      | 
|      | 
|10.66 | 
|      | 
|10.67 | 
|      | 
|10.68 | 
|      | 
|31.1  | 
|      | 
|31.2  | 
|      | 
|32.1  | 
|      | 
|32.2  | 



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



CV Therapeutics filed current reports on Form 8-K with the Commission:



| |  |  | On May 16, 2003 with respect to a press release dated May 15, 2003 announcing that ranolazine attenuated the proarrhythmic effects of ATX-II, a naturally occurring toxin, in three
preclinical studies presented at the 24th Annual Scientific Sessions of the North American Society o Pacing and Electrophysiology.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On June 13, 2003 with respect to the sale of $100.0 million aggregate principal amount of the Companys 2.0% Senior Subordinated Convertible Debentures due 2023 through a
private placement transaction to qualified institutional buyers pursuant to Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On July 3, 2003 with respect to the Company entering into an equity line of credit arrangement with Acqua Wellington North American Equities Fund, Ltd.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On July 8, 2003 with respect to a press release dated July 7, 2003 announcing that the U.S. Food and Drug Administration (FDA) has informed the Company that its New Drug Application
(NDA) for Ranexa (ranolazine) for the potential treatment of chronic angina is scheduled for review by the FDA Cardiovascular and Renal Drugs Advisory Committee during its September 15-16, 2003 meeting.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On July 11, 2003 with respect to a press release dated July 10, 2003 announcing that the Company and Quintiles Transnational Corp. have modified their commercialization agreement
for Ranexa.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On July 17, 2003 with respect to a press release dated July 17, 2003 announcing certain financial results for the financial quarter ended June 30, 2003.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On August 4, 2003 with respect to a press release dated August 1, 2003 announcing that the Company reached agreement with the U.S. Food and Drug Administration (FDA) to cancel the
review of Ranexa (ranolazine) by the Cardiovascular and Renal Drugs Advisory Committee in September 2003.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On August 11, 2003 with respect to a press release dated August 8, 2003 announcing that the Company, and certain of its officers and directors, have been named as defendants in a
purported shareholder class action lawsuit alleging violations of federal securities laws.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf, by the undersigned, thereunto duly authorized.



|                      |  | CV THERAPEUTICS, INC.
|--------------------- |  | ---------------------
|                      |  |                      
|Date: August 14, 2003 |  | By:                  
|                      |  |                      
|                      |  |                      
|Date: August 14, 2003 |  | By:                  
|                      |  |                      



27