<PAGE>

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

                                                    Exhibit 10.68

                       SECURITY AGREEMENT

     This Security Agreement is dated and entered into as of  May
5,  1999,  by  and  between  CV Therapeutics,  Inc.,  a  Delaware
corporation  ("Borrower"), and quintiles transnational  corp.,  a
North Carolina corporation ("Lender").

                           WITNESSETH:

     Whereas,  Borrower  and  Lender  are  parties  to   a   Loan
Agreement  (as  amended, modified or supplemented  from  time  to
time,  the  "Loan Agreement") dated as of the same  date  hereof,
pursuant to which, among other things, Borrower is delivering  to
Lender  the Pre-Approval Note and First-Year Sales Note (each  as
defined in the Loan Agreement) (collectively, the "Notes"); and

     Whereas,  it is a condition precedent to the performance  of
Lender  under  the Loan Agreement that Borrower enter  into  this
Security Agreement;

     Now,   Therefore,  in  consideration  of  the  benefits   to
Borrower,  the receipt and legal sufficiency of which are  hereby
acknowledged, Borrower hereby makes the following representations
and  warranties  to Lender and hereby covenants and  agrees  with
Lender as follows:

1.     Definitions.   The  following  terms,  as  used  in   this
Agreement, shall have the following meanings:

     "Borrower NDA Letter" shall mean the letter, in the form  of
Exhibit A attached hereto, delivered by Lender to Escrow Agent on
the  date  of  this Agreement, which is signed by Lender  as  the
"former  owner"  of the NDA and addressed to the FDA,  but  which
otherwise is executed by Lender in blank.

     "Collateral" shall mean the Pre-Approval Collateral and the
First-Year Sales Collateral.

     "Copyrights"  shall  mean  any  U.S.  copyright   to   which
Borrower  now or hereafter has title, as well as any  application
for a U.S. copyright hereafter made by Borrower.

    "Event of Default" shall have the meaning given such term in
the Loan Agreement.

    "Escrow Agent" shall mean Fort Knox Escrow Services, Inc.

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

<PAGE>

     "First-Year  Sales Collateral" shall mean all of  Borrower's
right, title and interest in, to and under all accounts, accounts
receivable and proceeds in respect of any sales of the Product in
the  Territory,  wherever located, however  arising  or  created,
whether  now existing or hereafter from time to time acquired  or
created,  together with all additions and accessions  thereto  or
replacements thereof, and any proceeds or products thereof.

     "First-Year  Sales Obligations" shall mean all indebtedness,
obligations  and liabilities of Borrower to Lender  under  or  in
connection with the First-Year Sales Note (as defined in the Loan
Agreement)  and  under or in connection with  each  of  the  Loan
Agreement and this Agreement with respect to the First-Year Sales
Note.

     "Lender  NDA Letter" shall mean the letter, in the  form  of
Exhibit B attached hereto, delivered by Borrower to Escrow  Agent
on the date of this Agreement, which is signed by Borrower as the
"former  owner"  of the NDA and addressed to the FDA,  but  which
otherwise is executed by Borrower in blank.

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

     "Licensor"  shall  mean  the  licensor  under  the   License
Agreement.

     "NDA"  shall  mean  the  NDA for the Product  which  is  the
subject  of  the  NDA  Filing as such terms are  defined  in  the
Services Agreement.

     "Obligations"  shall mean the Pre-Approval  Obligations  and
the First-Year Sales Obligations.

     "Pre-Approval  Collateral"  shall  mean  all  of  Borrower's
right,  title  and  interest  in, to  and  under  the  following,
wherever  located,  however  arising  or  created,  whether   now
existing  or  hereafter from time to time  acquired  or  created,
together  with  any and all additions and accessions  thereto  or
replacements thereof, and any proceeds or products thereof:

     (a)   All payments (including royalty payments) and proceeds
received or receivable by Borrower under the License Agreement in
respect  of  its  license rights relating to the Product  in  the
Territory  or pursuant to any license or any sublicense  of  such
license rights relating to the Product granted by Borrower  under
the License Agreement;

     (b)  All payments (including royalty payments) and proceeds
received or receivable by Borrower pursuant to any assignment of
any rights in the Territory relating to the Product under the
License Agreement;

     (c)  All accounts, accounts receivable and proceeds in respect of
any sales of the Product in the Territory;

<PAGE>

     (d)  All regulatory applications and filings of Borrower related
to the Product in the Territory whether issued or pending,
including without limitation the NDA and all supplements,
records, and reports that are required to be maintained under
applicable FDA regulations and all correspondence to and from the
FDA;

     (e)  All clinical data related to the NDA;

     (f)  The proceeds of all claims that have been or may be asserted
by Borrower arising out of the Product in the Territory or
arising out of Borrower's rights relating to the Product in the
Territory under the License Agreement or any license or
sublicense granted by Borrower under the License Agreement or any
assignment of any rights under the License Agreement, each in
respect of Borrower's rights relating to the Product in the
Territory;

     (g)  The proceeds from:  the assignment or license of the
Trademark and all trademark rights and interests with respect
thereto, including all suits or oppositions or cancellation
proceedings in the name of Borrower for past, present, and future
infringements of the Trademark or other trademark rights related
to the Product in the Territory; and the entire goodwill
associated with the business now or hereafter conducted by
Borrower connected with or symbolized by the Trademark;

     (h)  All proceeds from the assignment or license of Copyrights
related to the Product; and

     (i)  All books, records, files, computer information or files and
other materials or documents relating to or arising out of the
foregoing subsections (c), (d) and (e) of this definition;
provided, however, that Borrower may retain a copy of each item
in this subsection (i).

     "Pre-Approval  Obligations"  shall  mean  all  indebtedness,
obligations  and liabilities of Borrower to Lender arising  under
or  in  connection with the Pre-Approval Note (as defined in  the
Loan  Agreement) and under or in connection with each of the Loan
Agreement  and  this Agreement with respect to  the  Pre-Approval
Note.

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

     "Regulatory Collateral" shall mean the items referred to  in
clauses  (d) and (e) of the definition of Pre-Approval Collateral
above  and  the items referred to in clause (i) of the definition
of  Pre-Approval Collateral to the extent related to such clauses
(d) and (e).

     "Services  Agreement"  shall mean the  Sales  and  Marketing
Services  Agreement dated as of the same date as  this  Agreement
between Innovex, Inc. and Borrower.

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

     "Trademark" shall mean the United States trademark  for  the
Product.

<PAGE>

2.   Grant of Security Interests.

     (a)   As  security for the prompt and complete  payment  and
performance  when  due  of  all of the Pre-Approval  Obligations,
Borrower  does  hereby assign, transfer, pledge, and  hypothecate
unto  Lender,  and  does  hereby grant  to  Lender  a  continuing
security interest of first priority in, all of the right,  title,
and  interest  of  Borrower in, to, and  under  the  Pre-Approval
Collateral.

     (b)  As security for the prompt and complete payment and
performance when due of all of the First-Year Sales Obligations,
Borrower does hereby assign, transfer, pledge and hypothecate
unto Lender, and does hereby grant to Lender a continuing
security interest of first priority in, all of the right, title
and interest of Borrower in, to and under the First-Year Sales
Collateral.

3.    Title to Collateral.  Borrower represents and warrants that
it is the owner of the Collateral and has good, valid, marketable
and  insurable  title to the Collateral, free and  clear  of  all
liens,  security  interests, and other  encumbrances  except  for
those in favor of Lender.

4.   Representations and Warranties of Borrower.  Borrower
represents and warrants to Lender as of the date hereof as
follows:

     (a)  The execution and delivery by Borrower of this Agreement and
the  financing statements and security interest filing statements
described  herein  (collectively, the "Security Documents"),  and
the  performance of the terms and obligations therein, are within
Borrower's corporate powers and have been duly authorized by  all
necessary corporate action on the part of Borrower.  The Security
Documents, when executed and delivered hereunder, will constitute
valid  and  legally  binding obligations of Borrower  enforceable
against Borrower in accordance with their terms, subject  to  (i)
applicable bankruptcy, insolvency, reorganization, moratorium  or
similar laws affecting creditors' rights generally, and (ii)  the
effect  of  general principles of equity, regardless  of  whether
considered in a proceeding in equity or at law.

     (b)  No agreements or contracts relating to the Collateral are in
effect that would likely have a material adverse impact on
Borrower's business relating to the Collateral.

     (c)  The License Agreement is a valid and legally binding
agreement, in full force and effect, enforceable in accordance
with its terms.  Borrower is not and, to the knowledge of
Borrower, Licensor is not, in breach of any material term or
obligation of the License Agreement.  No event has occurred which
permits, or after notice or lapse of time or both would permit,
the revocation or termination of any or all of the rights and
obligations of any party under the License Agreement.  To the
knowledge of Borrower, neither Borrower nor Licensor is liable to
any person or entity for infringement of patents or other
proprietary information under applicable law with respect to the
rights relating to the Product granted under the License
Agreement.

<PAGE>

     (d)  Except for the filing of financing statements with the State
of California and Santa Clara County, California, and, only in
the case of any trademark matters, filings with the United States
Patent and Trademark Office and, only in the case of any
copyright matters, filings with the United State Copyright
Office, necessary to perfect the security interests created
hereunder, no authorization, approval, or other action by, and no
notice to or filing with, any governmental authority or
regulatory body is required either for the grant by Borrower of
the security interest hereunder or for the execution, delivery,
or performance of this Agreement by Borrower or for the
perfection of such security interest or the exercise by Lender of
its rights hereunder to the Collateral.  Upon the execution of
this Agreement and the completion of such filings, Lender will
have: a perfected, first priority security interest in the
Collateral, except for the Collateral referred to in subsections
(g) and (h) of the definition of Pre-Approval Collateral (the
"Intellectual Property Collateral"); and a first priority
security interest in the Intellectual Property Collateral.

     (e)  Neither the execution or delivery by Borrower of the
Security Documents, nor the performance of their respective terms
and obligations, will (i) violate Borrower's charter or bylaws,
(ii) constitute a breach or default under any agreement or
instrument to which Borrower is a party or by which Borrower is
bound, which breach or default would have a material adverse
effect on Borrower; (iii) violate any applicable law, rule or
regulation, which violation would have a material adverse effect
on Borrower, or (iv) violate any order, writ, injunction, decree
or judgment of any court or governmental authority applicable to
or binding upon Borrower, which violation would have a material
adverse effect on Borrower.

5.    Transfer and Other Liens.  The provisions of Sections 6.02,
6.03  and  8.02  of  the Loan Agreement are  hereby  incorporated
herein by reference.

6.   Other Financing Statements.  Borrower represents, warrants
and covenants to and with Lender that: there exists no financing
statement (or similar statement or instrument of registration
under the law of any jurisdiction) covering or purporting to
cover any interest of any kind in the Collateral, and Borrower
will not execute or authorize to be filed in any public office
any financing statement (or similar statement or instrument of
registration under the law of any jurisdiction) relating to the
Pre-Approval Collateral or the First Year Sales Collateral, as
applicable, except financing statements (or similar statements or
instruments of registration under the law of any jurisdiction)
filed or to be filed in respect of and covering the security
interests granted to Lender by Borrower and except as permitted
by Sections 6.03 and 8.02 of the Loan Agreement.

7.   Performance Under License Agreement.  Borrower shall perform
all of its obligations under the License Agreement as necessary
to maintain Borrower's rights in such agreement in full force and
effect including without limitation any and all payment
obligations.

8.   Notices Under License Agreement.  Borrower shall provide
written notice to Lender within two (2) business days of
Borrower's receipt of any notice from Licensor (or Borrower's
delivery of any notice to Licensor) of the occurrence of
Borrower's breach or default or an event of default under the
License Agreement.

<PAGE>

9.   Further Assurances.  Borrower, upon request of Lender, will
deliver and execute or cause to be delivered and executed, in
form and content satisfactory to Lender, any financing,
continuation, termination, or security interest filing
statements, security agreement, assignment, or other document as
Lender may reasonably request in order to perfect, preserve,
maintain, or continue the perfection of Lender's security
interest in the Pre-Approval Collateral or the FirstYear Sales
Collateral, as applicable, or its priority, including without
limitation any document necessary to record Lender's security
interest in the items referred to in clause (g) of the definition
of Pre-Approval Collateral in the United States Patent and
Trademark Office.  Borrower will pay the costs of filing any
financing, continuation, termination, or security interest filing
statement, assignment or other document as well as any
recordation or transfer tax required by law to be paid in
connection with the filing or recording thereof.

10.  Power of Attorney.  Borrower hereby appoints Lender as
Borrower's true and lawful attorney, with full power of
substitution, to do any or all of the following, in the name,
place, and stead of Borrower, as the case may be: (a) file this
Agreement (or an abstract hereof) or any other document
describing Lender's interest in the Collateral with any
appropriate governmental office (including, without limitation,
the State of California or any political subdivision thereof and
the United States Patent and Trademark Office or the United
States, Copyright Office); and (b) following an Event of Default,
(i) endorse Borrower's name on all applications, documents,
papers, and instruments necessary for Lender to use or maintain
the Pre-Approval Collateral or the First-Year Sales Collateral,
as applicable; (ii) ask, demand, collect, sue for, recover,
impound, receive, and give acquittance and receipts for money due
or to become due under or in respect of any of the Pre-Approval
Collateral or the First-Year Sales Collateral, as applicable;
(iii) file any claims or take any action or institute any
proceedings that Lender may deem necessary or desirable for the
collection of any of the Pre-Approval Collateral or the First-
Year Sales Collateral, as applicable, or otherwise enforce
Lender's rights with respect to any of the Pre-Approval
Collateral or the First-Year Sales Collateral, as applicable;
(iv) assign, pledge, convey, or otherwise transfer title in or
dispose of the Pre-Approval Collateral or the First-Year Sales
Collateral, as applicable, to any person; and (v) take any action
and execute any instrument that Lender may deem necessary or
advisable to accomplish the purposes of this Agreement.  The
provisions of this Section 10 shall be subject to the provisions
of Sections 15(b) and 16.

11.  Right to Inspect.  Borrower grants to Lender and its
employees and agents the right to visit Borrower's plants,
corporate offices, and facilities to inspect the Pre-Approval
Collateral or the First Year Sales Collateral, as applicable, at
reasonable times during regular business hours with prior written
notice to Borrower.

12.  Name of Borrower, Place(s) of Business, and Location of
Collateral.  Borrower represents and warrants that its correct
legal name is as specified on the signature lines of this
Agreement, and each legal or trade name of Borrower for the
previous seven (7) years (if different from Borrower's current
legal name) is as specified below the signature lines of this
Agreement.  Without the prior written notice to Lender of at
least sixty (60) days, Borrower will not change its name,
dissolve, merge, or consolidate with any other person.  Borrower
warrants that the address of its chief executive office is as
specified below the signature lines of this Agreement.  The Pre-
Approval Collateral and the First Year Sales Collateral, as
applicable, and

<PAGE>

all books and records pertaining thereto will be
located at Borrower's chief executive office specified below.
Borrower may establish a new location for the Pre-Approval
Collateral and the First Year Sales Collateral, as applicable, or
any part thereof, or the books and records concerning the Pre-
Approval Collateral and the First-Year Sales Collateral, as
applicable, or any part thereof, only if (a) it shall have given
to Lender prior written notice of its intention so to do, clearly
describing such new location and providing such other information
in connection therewith as Lender may request, and (b) with
respect to such new location, it shall have taken all action
satisfactory to Lender to maintain the security interest of
Lender in the Pre-Approval Collateral and the First Year Sales
Collateral, as applicable, intended to be granted hereby at all
times fully perfected and in full force and effect.

13.  Taxes.  Borrower shall pay as and when due and payable all
taxes, levies, license fees, assessments, and other impositions
levied on the Pre-Approval Collateral and the First Year Sales
Collateral, as applicable, or any part thereof for its use and
operations.

14.  Litigation and Proceedings.  Borrower shall commence and
diligently prosecute in its own name, as the real party in
interest, for its own benefit, and at its own expense, such
suits, administrative proceedings, or other actions for
infringement or other damages as are necessary to protect the Pre-
Approval Collateral and the First Year Sales Collateral, as
applicable.  Borrower shall provide to Lender any information
with respect thereto reasonably requested by Lender.

15.  Rights and Remedies upon Default.
     (a)  Borrower agrees that, if any Event of Default shall have
occurred and is continuing, then and in every such case,  Lender,
in  addition  to  any  rights  now or  hereafter  existing  under
applicable  law, and upon written notice to Borrower, shall  have
all  rights  as  a secured creditor under the Uniform  Commercial
Code in all relevant jurisdictions and may:

          (i)  personally, or by agents or attorneys, immediately retake
possession  of  the Pre-Approval Collateral and  the  First  Year
Sales Collateral, as applicable, or any part thereof;

          (ii) instruct the obligor or obligors on any agreement,
instrument or other obligation constituting the Pre-Approval
Collateral and the First Year Sales Collateral, as applicable, to
make any payment required by the terms of such instrument or
agreement directly to Lender;

          (iii)sell, assign or otherwise liquidate, or direct Borrower
to sell, assign or otherwise liquidate, any or all of the Pre-
Approval Collateral and the First Year Sales Collateral, as
applicable, or any part thereof, and take possession of the
proceeds of any such sale or liquidation;

          (iv) take possession of the Pre-Approval Collateral and the First
Year Sales Collateral, as applicable, or any part thereof by
directing Borrower in writing to deliver the same to Lender at
any place or places designated by Lender; it being understood
that Borrower's

<PAGE>

obligation so to deliver the Pre-Approval
Collateral and the First Year Sales Collateral, as applicable, is
of the essence of this Agreement and that, accordingly, upon
application to a court of equity having jurisdiction, Lender
shall be entitled to a decree requiring specific performance by
Lender of said obligation;

          (v)  until the Pre-Approval Obligations are paid in full, or
released in accordance with the Loan Agreement, notify licensees
or assignees under the License Agreement in respect of rights
relating to the Product in the Territory, or any license,
sublicense or assignment pursuant thereto, to make payments
thereunder (including royalty payments) directly to Lender; and

          (vi) until the Pre-Approval Obligations are paid in full, or
released in accordance with the Loan Agreement, to transfer the
Regulatory Collateral into Lender's name and otherwise act with
respect thereto as the outright owner thereof, and to complete
and submit the Lender NDA Letter to the FDA.

     (b)  Notwithstanding the foregoing, Lender shall refrain from
exercising  its  rights and remedies under  Sections  15(a)(iii),
(iv)  and  (vi) above and Section 10 above with respect  to  (but
only with respect to) the Regulatory Collateral until the earlier
of the date (the "Reconveyance Date") which is (i) [*] days after
the  date  on which the Event of Default under the Loan Agreement
shall  have occurred, (ii) the date on which an Event of  Default
under  Section 7.01(f) of the Loan Agreement shall have occurred,
or  (iii)  the  date on which an Event of Default  under  Section
7.01(g)  of the Loan Agreement shall have occurred.  If  Borrower
irrevocably pays and satisfies the Pre-Approval Obligations prior
to  the  Reconveyance  Date, then (x)  Lender  will  execute  and
deliver to Borrower a proper instrument in order to duly transfer
to  Borrower such of the Regulatory Collateral as may be  in  the
possession  of  Lender  and (y) Borrower  shall  be  entitled  to
complete and submit the Borrower NDA Letter to the FDA. Prior  to
the  Reconveyance Date, Lender shall not, except as  required  by
applicable  laws  or  regulations,  communicate  with   the   FDA
regarding the Regulatory Collateral, except through Borrower.  If
prior  to  the Reconveyance Date Lender is required by applicable
law  or  regulations to communicate with the  FDA  regarding  the
Regulatory  Collateral, Lender shall promptly notify Borrower  of
the  nature  and  content  thereof and  Lender  shall  reasonably
cooperate  with Borrower, at Borrower's expense,  in  all  proper
respects  in  all regulatory matters relating to  the  Regulatory
Collateral.

     (c)  Borrower shall pay on demand all costs and expenses,
including, without limitation, reasonable attorneys' fees and
expenses, incurred by or on behalf of Lender (a) in enforcing the
Obligations, and (b) in connection with the taking, holding,
preparing for sale or other disposition, selling, managing,
collecting, or otherwise disposing of the Collateral.  All of
such costs and expenses (collectively, the "Liquidation Costs")
together with interest thereon at the interest rate specified in
the Notes, from the date of payment until repaid in full, shall
be paid by Borrower to Lender on demand and shall constitute and
become a part of the Obligations secured hereby.  Any proceeds of
sale or other disposition of the Collateral will be applied by
Lender to the payment of Liquidation Costs, and any balance of
such proceeds will be applied by Lender to the payment of the
remaining Obligations in such order and manner of application as
Lender may determine.  Borrower hereby grants to Lender, as
security for the full and punctual

<PAGE>

payment and performance of the
Obligations, a continuing security interest in and lien on all
now or hereafter existing balances, credits, accounts, deposits,
and all other sums credited by, maintained with, or due from
Lender or any affiliate of Lender to Borrower; and regardless of
the adequacy of any Collateral or other means of obtaining
repayment of the Obligations, Lender may at any time and without
notice to Borrower set off the whole or any portion or portions
of any or all such balances, credits, accounts, deposits, and
other sums against any and all of the Obligations.

16.  Additional Deliveries by the Parties and Related Provisions.

     (a)  On the date of this Agreement, Borrower shall execute and
deliver  to  Escrow Agent the Lender NDA Letter, which  shall  be
used by Lender only as described in Section 15(a).

     (b)  On the date of this Agreement, Lender shall execute and
deliver to Escrow Agent the Borrower NDA Letter, which shall be
used by Borrower only as described in Section 15(b).

     (c)  On the date of this Agreement, Lender shall execute and
deliver to Borrower termination statements on Form UCC-3 executed
by Lender for the purpose of terminating the financing statements
delivered by Borrower to Lender pursuant to the Loan Agreement
with respect to (but only with respect to) the Pre-Approval
Collateral.  Such termination statements shall be used by
Borrower: only if no initial Pre-Approval Advance under the Loan
Agreement has been made or all Pre-Approval Obligations have been
irrevocably paid and satisfied in full; and, if no initial Pre-
Approval Advance has been made, only upon the occurrence of the
date which is ten (10) days after Borrower delivers to Lender a
written notice by Borrower addressed to Lender (a "Pre-Approval
Termination Notice") which expressly states that, as of the date
of such notice: (i) Borrower is obligated and intends to perform
the provisions of Section 5.2 of the Services Agreement, (ii) the
Pre-Approval Commitment of Lender under the Loan Agreement is
terminated, and (iii) Borrower has the financial resources to
fulfill its obligations under Section 5.2 of the Services
Agreement because Borrower has obtained sufficient financing from
a party other than Lender in lieu of utilizing the Pre-Approval
Commitment.  In the event Borrower delivers to Lender a Pre-
Approved Termination Notice, Lender shall return to Borrower the
Lender NDA Letter.

17.   Deficiency.   If  the  sale or  other  disposition  of  the
Collateral  fails  to  satisfy in full the Obligations,  Borrower
shall  remain  liable  to  Lender for any  deficiency;  provided,
however,  that  upon  the  sale  or  other  disposition  of   the
Collateral, the Obligations shall be decreased by an amount equal
to  the  greater of (a) the fair market value of the  Collateral,
whether  or  not Lender actually receives fair market value  upon
the  sale  or  other disposition of the Collateral;  or  (b)  the
amount  that  Lender actually receives upon  the  sale  or  other
disposition of the Collateral.

18.  Remedies Cumulative.  Each right, power, and remedy of
Lender as provided for in this Agreement or now or hereafter
existing at law or in equity or by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other
right, power, or remedy provided for in this Agreement or now or
hereafter existing at law or in equity or by statute or
otherwise, and the exercise or beginning of the exercise by
Lender of any one or more of such

<PAGE>

rights, powers, or remedies shall not preclude the simultaneous or later
exercise by Lender of any or all such other rights, powers, or remedies.

19.  Pre-Approval Collateral.  Notwithstanding anything to the
contrary contained herein, the provisions of this Security
Agreement shall only apply with respect to the Pre-Approval
Collateral until:  the Pre-Approval Commitment shall terminate
and the Lender shall have no further obligation to make Pre-
Approval Advances under the Loan Agreement; and any Pre-Approval
Advances have been irrevocably paid and satisfied in full.

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

21.  Notices.  All notices and other communications provided for
hereunder shall be in writing, shall specifically refer to this
Agreement and shall be deemed to have been sufficiently given to
Borrower and Lender for all purposes if mailed by first class
certified or registered mail, postage prepaid, express delivery
service, personally delivered, or telecopied, to the following
names and addresses:

If to Lender:

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

with a copy to:

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

If to Borrower:

CV Therapeutics, Inc.
3172 Porter Drive
Palo Alto, California 94304
Attention:  Cynthia L. Clark, General Counsel
Facsimile:  (650) 858-0388

With a Copy to:

<PAGE>

Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention:  Robert L. Jones
Facsimile:  (650) 857-0663

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

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

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

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

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

<PAGE>

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




      [THE REMAINDER OF THE PAGE IS INTENTIONAL LEFT BLANK;
                  SIGNATURES ON FOLLOWING PAGE]


<PAGE>

             [Signature Page to Security Agreement]

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

                              BORROWER:

                              CV Therapeutics, Inc.

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


Legal or tradename of Borrower for the previous seven (7) years

CV Therapeutics, Inc. (June 23, 1992 to present)
Cholesterex, Inc. (prior to June 23, 1992)

Address of chief executive office

3172 Porter Drive
Palo Alto, California 94306

                              LENDER:

                              Quintiles Transnational Corp.

                              By:
                              Name:
                              Title:

<PAGE>

             [Signature Page to Security Agreement]

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

                              BORROWER:

                              CV Therapeutics, Inc.

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


Legal or tradename of Borrower for the previous seven (7) years

CV Therapeutics, Inc. (June 23, 1992 to present)
Cholesterex, Inc. (prior to June 23, 1992)

Address of chief executive office

3172 Porter Drive
Palo Alto, California 94306

                              LENDER:

                              Quintiles Transnational Corp.

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

<PAGE>

                         CV Therapeutics


Date:


Food and Drug Administration







          Re:

               Product:  Ranolazine

               NDA No:

Dear Sirs:

In accordance with 21 CFR 314.72, we are informing you that
effective as of the date specified below, ownership of the above-
referenced NDA was transferred to the following new owner:

               Quintiles Transnational Corp.
               4709 Creekstone Drive
               Riverbirch Building, Suite 200
               Durham, North Carolina 27703
               Attention: Legal Department

A letter of acceptance of ownership is being provided to your
office under separate cover by Quintiles Transnational Corp.  All
future correspondence concerning this NDA should be addressed to
Quintiles Transnational Corp.  Thank you.

Sincerely,

  /s/  Louis Lange
Name:
Title:

<PAGE>

QUINTILES Quintiles Transnational Corp.
               Post Office Box 13979
               Research Triangle Park, NC 27709-3979
               919 9412000 / Fax 919 9419113




Date:


Food and Drug Administration







          Re:

               Product:  Ranolazine

               NDA No:

Dear Sirs:

In accordance with 21 CFR 314.72, we are informing you that
effective as of the date specified below, ownership of the above-
referenced NDA was transferred to the following new owner:

               CV Therapeutics, Inc.
               3172 Porter Drive
               Palo Alto, California 94304
               Attention:  General Counsel

A letter of acceptance of ownership is being provided to your
office under separate cover by CV Therapeutics, Inc.  All future
correspondence concerning this NDA should be addressed to CV
Therapeutics, Inc.  Thank you.

Sincerely,

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


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