<PAGE>

________________________________________________________________________________
________________________________________________________________________________


                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549
                            ______________________

                                  FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002.

       (    )  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
                        ______________________________

                            CV THERAPEUTICS, INC.
            (Exact name of Registrant as specified in its charter)


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


               3172 PORTER DRIVE, PALO ALTO, CALIFORNIA  94304
         (Address of principal executive offices, including zip code)

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

    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

    The number of shares of Common Stock, $0.001 par value, outstanding as
of April 30, 2002 was 25,769,986.

________________________________________________________________________________
________________________________________________________________________________

<PAGE>

                        PART I.  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                                         CV THERAPEUTICS, INC.
                                            BALANCE SHEETS
                          (in thousands, except share and per share amounts)

<Table>
<Caption>
                                                                             December 31,        March 31,
                                                                                 2001              2002
                                                                              ---------         ---------
                                                                                 (A)            (unaudited)
<S>                                                                          <C>               <C>
                                  ASSETS
Current assets:
  Cash and cash equivalents                                                   $ 80,911          $ 32,408
  Marketable securities                                                        397,514           425,164
  Other current assets                                                           9,938             7,964
                                                                              ---------         ---------
Total current assets                                                           488,363           465,536
Notes receivable from related parties                                              951               870
Property and equipment, net                                                     12,889            14,432
Other assets                                                                     5,041             4,801
                                                                              ---------         ---------
Total assets                                                                  $507,244          $485,639
                                                                              =========         =========

                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                            $  5,529          $  5,090
  Accrued liabilities                                                           10,614             5,877
  Current portion of capital lease obligations                                     779               672
  Current portion of deferred revenue                                            1,029             1,029
                                                                              ---------         ---------
Total current liabilities                                                       17,951            12,668
Capital lease obligations                                                          786               691
Convertible subordinated notes                                                 196,250           196,250
Deferred revenue                                                                 3,630             3,373
Other liabilities                                                                  234               529
                                                                              ---------         ---------
Total liabilities                                                              218,851           213,511
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, 25,482,343           -                 -
       and 25,766,958 shares issued and outstanding at December 31, 2001 and
       March 31, 2002, respectively; at amounts paid in                        494,604           504,274
  Deferred compensation                                                           (194)             (121)
  Accumulated deficit                                                         (210,752)         (232,618)
  Accumulated other comprehensive income                                         4,735               593
                                                                              ---------         ---------
Total stockholders' equity                                                     288,393           272,128
                                                                              ---------         ---------
Total liabilities and stockholders' equity                                    $507,244          $485,639
                                                                              =========         =========

(A) Derived from the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended
      December 31, 2001

                                       See accompanying notes

</Table>

<PAGE>

                                          CV THERAPEUTICS, INC.
                                        STATEMENTS OF OPERATIONS
                                (in thousands, except per share amounts)
                                              (unaudited)
<Table>
<Caption>
                                                                             Three months ended March 31,
                                                                              -------------------------
                                                                                 2001            2002
                                                                              ---------       ---------
<S>                                                                          <C>             <C>
Revenues:
  Collaborative research                                                      $  1,818        $  1,214
Operating expenses:
  Research and development                                                      16,858          20,800
  General and administrative                                                     2,299           4,198
                                                                              ---------       ---------
Total operating expenses                                                        19,157          24,998
                                                                              ---------       ---------
Loss from operations                                                           (17,339)        (23,784)
Interest income                                                                  4,916           4,560
Interest expense                                                                (2,625)         (2,603)
Other expense, net                                                                 (32)            (39)
                                                                              ---------       ---------
Net loss                                                                      $(15,080)       $(21,866)
                                                                              =========       =========
Basic and diluted net loss per share                                          $  (0.77)       $  (0.86)
                                                                              =========       =========
Shares used in computing basic and diluted
  net loss per share                                                            19,653          25,522
                                                                              =========       =========

</Table>
                                         See accompanying notes

<PAGE>

                                            CV THERAPEUTICS, INC.
                                          STATEMENTS OF CASH FLOWS
                                               (in thousands)
                                                 (unaudited)
<Table>
<Caption>
                                                                       Three months ended March 31,
                                                                        -------------------------
                                                                           2001            2002
                                                                        ---------       ---------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                $(15,080)       $(21,866)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Gain on the sale of investments                                           (299)           (287)
  Non cash stock compensation                                               (114)            (42)
  Depreciation and amortization                                              263           2,132
  Change in assets and liabilities:
    Other current assets                                                     (28)          1,974
    Accounts payable                                                      (1,798)           (439)
    Accrued and other liabilities                                         (2,072)         (4,442)
    Deferred revenue                                                      (1,257)           (257)
                                                                        ---------       ---------
Net cash used in operating activities                                    (20,385)        (23,227)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments                                                 (82,600)       (108,486)
Maturities of investments                                                 38,238          25,250
Sales of investments                                                      39,107          50,678
Capital expenditures                                                        (486)         (2,383)
Notes receivable from officers and employees                                   2              81
                                                                        ---------       ---------
Net cash used in investing activities                                     (5,739)        (34,860)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on capital lease obligations                                       (185)           (202)
Net proceeds from issuance of common stock, net of repurchases             5,717           9,786
                                                                        ---------       ---------
Net cash provided by financing activities                                  5,532           9,584
                                                                        ---------       ---------
Net decrease in cash and cash equivalents                                (20,592)        (48,503)
Cash and cash equivalents at beginning of period                          54,028          80,911
                                                                        ---------       ---------
Cash and cash equivalents at end of period                              $ 33,436        $ 32,408
                                                                        =========       =========

</Table>
                                            See accompanying notes

<PAGE>

                            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 three-month
period ended March 31, 2002 are not necessarily indicative of the results to
be expected for the entire year ending December 31, 2002 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, 2001 which includes the audited financial
statements and the notes thereto.

    Use of Estimates

    The preparation of financial statements in conformity with generally
accepted accounting principles 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.

    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.

    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.

2.  COMPREHENSIVE LOSS

    The components of comprehensive loss for the three months ended March
31, 2001 and 2002 are as follows:

        <Table>
        <Caption>
                                                                2001            2002
                                                             ---------       ---------
        <S>                                                 <C>             <C>
        (in thousands)
        Net loss                                             $(15,080)       $(21,866)
        Unrealized gains (losses) on securities                 1,858          (4,142)
                                                             ---------       ---------
        Comprehensive loss                                   $(13,222)       $(26,008)
                                                             =========       =========

        </Table>

<PAGE>

3.  EQUITY

    On March 28, 2002, we sold 209,645 shares of our common stock for net
proceeds of $8.4 million under the financing commitment from Acqua
Wellington North American Equities Fund, Ltd. As of March 31, 2002, we have
issued 1,371,518 shares representing $67.4 million under this commitment.

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 engaged in 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 for at least several years. As of
March 31, 2002, we had an accumulated deficit of $232.6 million. We expect
our sources of revenues, if any, to consist of payments under corporate
partnerships and interest income until such point that one of our products
receives marketing approval. The process of developing and commercializing
our products requires significant research and development, preclinical
testing and clinical trials, as well as marketing approvals. These
activities, together with 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 and development efforts, preclinical testing,
clinical trials, reliance on collaborative partners, enforcement of patent
and proprietary rights, the need for future capital, potential competition
and uncertainty of regulatory approval. In order for a product to be
commercialized, it will be necessary for us and, in some cases, our
collaborators, to conduct preclinical tests and clinical trials, demonstrate
efficacy and safety of our product candidates, obtain regulatory clearances,
enter into manufacturing, distribution and marketing arrangements and obtain
market acceptance. 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 only critical accounting policy which presently involves
our more significant judgments and estimates used in the preparation of our
consolidated financial statements is our policy regarding 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

<PAGE>

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
decreased to $1.2 million for the quarter ended March 31, 2002, compared to
$1.8 million for the quarter ended March 31, 2001. The decrease for the
quarter ended March 31, 2002, compared to the same period in 2001, was due
to a $1.0 million milestone payment recognized in March 2001 from Biogen
Inc., earned in conjunction with their initiation of a Phase I oral
development program for AdentriTM, offset by greater reimbursement of
certain development costs related to our collaboration with Fujisawa.

    Research and Development Expenses.  Research and development expenses
increased to $20.8 million for the quarter ended March 31, 2002, compared to
$16.9 million for the quarter ended March 31, 2001. The increase for the
quarter ended March 31, 2002, compared to the same period in 2001, was due
to greater external costs for the ranolazine and tecadenoson (CVT-510)
programs, including NDA filing and pre-commercialization activities for the
ranolazine program, in addition to hiring more employees to provide support
for an increased level of activity in our research, development and clinical
programs. We expect research and development expenses to continue to
increase in the future as we further expand product development efforts,
clinical trials and pre-commercialization efforts.

    Management categorizes research and development expenditures into
amounts related to pre-clinical research and amounts related to clinical
development programs. During the quarter ended March 31, 2002, we allocated
approximately 77% of our research and development expenditures, or
approximately $16.0 million, on three clinical development programs, listed
in rank order of estimated expenditures: ranolazine, tecadenoson (CVT-510)
and CVT-3146. The remaining 23% of our research and development
expenditures, or $4.8 million, was spent on pre-clinical research programs.
By comparison, during the quarter ended March 31, 2001, we allocated
approximately 81% of our research and development expenditures, or $13.6
million, on the same three clinical development programs, listed in rank
order of estimated expenditures: ranolazine, tecadenoson (CVT-510) and
CVT-3146.  The remaining 19% of our research and development expenditures,
or $3.3 million, was spent on pre-clinical research programs. We expect that
clinical development programs will represent a larger portion of our overall
research and development expenditures for the year than they have for the
first quarter as NDA preparation and pre-commercialization activities for
ranolazine increase.

    General and Administrative Expenses.  General and administrative
expenses increased to $4.2 million for the quarter ended March 31, 2002,
compared to $2.3 million for the quarter ended March 31, 2001. The increase
for the quarter ended March 31, 2002, compared to the same period in 2001,
was due to fees paid in connection with outside consulting services and
additional personnel and facility expenses to support our increased research
and development efforts. We expect general and administrative expenses to
continue to increase in the future in line with our research, development
and commercialization activities.

    Interest Income.  Interest income was $4.6 million for the quarter ended
March 31, 2002, compared to $4.9 million for the quarter ended March 31,
2001. The decrease for the quarter ended March 31, 2002, compared to the
same period in 2001, was due to lower average interest rates offset by
higher average investment balances due to the proceeds received from our
follow-on public offerings in June 2001 and December 2001. We expect that
interest income will fluctuate with average investment balances and market
interest rates.

<PAGE>

    Interest Expense.   Interest expense was $2.6 million for the quarter
ended March 31, 2002 which was consistent with interest expense for the
quarter ended March 31, 2001. Our subordinated convertible notes account for
$2.3 million of the interest in each period. 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,
operations can be funded from our cash, cash equivalents and marketable
securities, which totaled $457.6 million as of March 31, 2002.

    In March 2000, we entered into a purchase agreement pursuant to which we
sold to certain purchasers $196.3 million in aggregate principal amount of
convertible subordinated notes. The offering of the notes was made to
qualified institutional buyers under Rule 144A of the Securities Act of
1933, as amended. Interest on the notes will accrue at a rate of 4.75% per
year, subject to adjustment in certain circumstances. The notes will mature
on March 7, 2007 and are convertible into shares of our common stock at a
conversion price of $63.84 per share, subject to adjustment in certain
circumstances. We may, at our option, redeem the notes at any time after
March 7, 2003 or earlier if our stock price reaches certain defined levels.

    In July 2000, we entered into a collaboration agreement with Fujisawa to
develop and market second generation pharmacologic cardiac stress agents. In
connection with the signing of this agreement, we received $10.0 million
from Fujisawa consisting of an up-front payment and the purchase of our
common stock. In September 2001, we received a $2.0 million milestone
payment under this collaboration for initiating a Phase II clinical trial
for CVT-3146.

    In August 2000, we entered into a financing arrangement with Acqua
Wellington to purchase our common stock. Under the purchase agreement, as
presently amended, we may sell a total of $149.0 million of our common stock
to Acqua Wellington through December 2003. The purchase agreement provides
that from time to time, in our sole 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 exceeds a threshold price that we
determine and state in the draw down notice. The threshold price we set may
not be below $20 per share without Acqua Wellington's consent. The per share
price then equals the daily volume weighted average price on each date
during the pricing period, less a 4% to 6% 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 can elect to buy that pro rata portion of shares at the threshold
price less the applicable 4% to 6% discount.

    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 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 can 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 share at
the third party's price, net of discount or fees, or to not purchase our
common stock during that draw down pricing period.

<PAGE>

    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 will 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 have determined,
less a 4% to 6% discount (based on our market capitalization).

    The combined total value of shares that we may sell to Acqua Wellington
through draw downs and call option exercises may not exceed $149.0 million.
As of March 31, 2002, we have issued 1,371,518 shares representing $67.4
million under this arrangement, including $8.4 million in the quarter ended
March 31, 2002.

    In June 2001, we sold 2,020,203 shares of our common stock in an
underwritten public offering at a price to the public of $49.50 per share
pursuant to a prospectus supplement under a shelf registration statement,
resulting in net proceeds of $95.9 million. In December 2001, we sold
2,875,000 shares of our common stock in an underwritten public offering at a
price to the public of $52.50 per share pursuant to a prospectus supplement
under a shelf registration statement, resulting in net proceeds of $143.3
million. We intend to use the net proceeds from these sales for general
corporate purposes, which may include funding research, development and
product manufacturing, development of clinical trials, preparation and
filing of a new drug application, product commercialization, increasing our
working capital, reducing indebtedness, acquisitions or investments in
businesses, products or technologies that are complementary to our own, and
capital expenditures.

    Cash, cash equivalents and marketable securities at March 31, 2002
totaled $457.6 million compared to $478.4 million at December 31, 2001. The
decrease was due to utilizing $23.2 million to fund operations, $2.4 million
for capital expenditures and a decrease of $4.1 million in the market value
of our investment portfolio, due to increasing interest rates, offset by
$9.8 million raised from the issuance of our common stock, including $8.4
million of common stock issued pursuant to our agreement with Acqua Wellington.

    Net cash used in operations for the three months ended March 31, 2002
was $23.2 million compared to $20.4 million for the three months ended March
31, 2001. The increase was primarily due to increased research, development
and commercialization efforts.

    As of March 31, 2002, we have invested $23.8 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.

    Under our license agreement with Syntex (U.S.A.) relating to ranolazine,
we paid an initial license fee. In addition, we are obligated to make
certain milestone payments to Syntex, upon receipt of the first and second
product approvals for ranolazine in any of certain major market countries
(consisting of France, Germany, Italy, the United States and the United
Kingdom). Unless the agreement is terminated, we will pay Syntex, on or
before March 31, 2005, $7.0 million plus interest accrued thereon from the
date of approval 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.

<PAGE>

    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 and projected
interest income, including the proceeds from our offering of convertible
subordinated notes and recently completed common stock financings, will
enable us to maintain our current and planned operations 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
scientific progress in our research and development programs, the size and
complexity of these programs, the 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 or development programs, to lose rights under existing licenses or
to relinquish greater or all rights to product candidates at an earlier
stage of development or on less favorable terms than we would otherwise
choose, or may adversely affect our ability to operate as a going concern.
If additional funds are raised by issuing equity securities, 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. We do not have any marketed products,
and we have not generated any product revenue. Because all of our potential
products are in research, preclinical or clinical development, we will not
realize product revenues for at least several years, if at all.

    We have not applied for or received regulatory approval in the United
States or any 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, or IND, or applicable foreign authority
submission, or are in preclinical research and development. We have not
submitted an NDA to the FDA or an equivalent application to any other
foreign regulatory authorities for any of our product candidates, and the
products have not been determined to be safe or effective in humans for
their intended uses.

    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 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 cell cycle
inhibition 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. Even if we believe that any product is safe and effective, we may

<PAGE>

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 CLINICAL
TRIALS, WE WILL NOT BE ABLE TO COMMERCIALIZE OUR DRUG CANDIDATES.

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

    We currently have only four products in clinical development:
ranolazine, CVT-510 (tecadenoson), CVT-3146 and AdentriTM. On June 29, 2001,
we announced that we initiated a Phase III trial of CVT-510 in patients with
paroxysmal supraventricular tachycardia. On August 21, 2001, we announced
that we commenced a Phase II clinical trial of CVT-3146. On November 19,
2001, we announced that in an open-label, dose-ranging Phase II clinical
trial in patients with atrial fibrillation or flutter, CVT-510 consistently
reduced patients' heart rate from baseline (p<0.05) without clinically
meaningful changes in blood pressure. We subsequently embarked on a Phase
IIb development program aimed at defining an optimized dosage regimen in
patients with this complex cardiac disease.

    Many factors could delay completion of our clinical trials, including:

    *       slower than anticipated patient enrollment;

    *       difficulty in obtaining sufficient supplies of clinical trial
            materials; and

    *       adverse events occurring during the clinical trials.

    For example, our first Phase III clinical trial of ranolazine, called
Monotherapy Assessment of Ranolazine In Stable Angina or MARISA, had
challenging enrollment criteria. As a result, enrollment for this trial was
slower than anticipated.

    In addition, data obtained from preclinical and clinical activities are
susceptible to different interpretations, which could delay, limit or
prevent regulatory approval. Delays or rejections may be based upon many
factors, including regulatory requests for additional analyses, data and/or
studies, regulatory questions regarding data and results, and/or changes in
regulatory policy during the period of product development. For example, the
initial clinical trials with ranolazine conducted prior to 1997 used an
immediate release formulation of ranolazine, while a sustained release
formulation was used in the phase III MARISA and CARISA trials and all other
clinical trials conducted after 1997. Consequently, the NDA for ranolazine
will contain data from trials using two different formulations, which is
subject to interpretation by the FDA. An unfavorable interpretation could
delay potential approval. Furthermore, regulatory attitudes towards the data
and results required to demonstrate safety and efficacy change over time. 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 applications
and clinical protocol submissions to the FDA, initiations of clinical trials
and completions of clinical trials as a result of FDA reviews 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. For example, in November 1995, based on
unfavorable efficacy data from a Phase II trial, we terminated a prior
development program.

<PAGE>

    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:

    *       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 cannot guarantee that any of our products under development
will be approved for marketing by the FDA or corresponding 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
substantially over the last 10 years, with review times for marketing
applications for new chemical entities having recently increased from 12 to
15 months after having declined previously. In addition, review times at the
FDA can be impacted by a variety of factors, including federal budget and
funding levels and statutory and regulatory changes. For example, the
current federal statutory and regulatory framework for funding of FDA
reviews under the Prescription Drug User Fee Act (PDUFA) is set to expire in
2002, unless further Congressional action and regulatory implementation
occurs, and a delay in such actions could negatively impact review times at
the FDA.

    Even if we obtain marketing approval, we may be required to undertake
post-marketing trials. In addition, identification of side effects after a
drug is on the market or the occurrence of manufacturing 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.

    If we receive marketing approval, we will also be subject to ongoing FDA
obligations and continued regulatory review, such as continued safety
reporting requirements, and we may also be subject to additional FDA
post-marketing obligations. 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. The
regulations require, among other things,  that we manufacture our products
and maintain our records in a prescribed manner with respect to
manufacturing, testing and quality control activities.

<PAGE>

    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
"Anti-Kickback Statute," "False Claims Act," "Prescription Drug Marketing
Act," and "Physician Self-Referral Law," and their state counterparts. If
and when we become subject to such laws, our arrangements with third
parties, including health care providers, physicians, vendors, distributors,
wholesalers and Innovex, 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 BE ACCEPTED BY PHYSICIANS, INSURERS OR PATIENTS.

    If any of our products, after receiving FDA or other foreign regulatory
approval, 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. In addition, we believe that market
acceptance depends on the effectiveness of our marketing strategy and the
availability of government and private insurance reimbursement for our
products.

    WE HAVE NO MARKETING OR SALES EXPERIENCE, AND IF WE ARE UNABLE TO ENTER
INTO OR MAINTAIN COLLABORATIONS WITH MARKETING PARTNERS OR IF WE ARE UNABLE
TO DEVELOP OUR OWN SALES AND MARKETING CAPABILITY, WE MAY NOT BE SUCCESSFUL
IN COMMERCIALIZING OUR PRODUCTS.

    We currently have no sales or distribution capability and only limited
marketing capability. As a result, we depend on collaborations with third
parties, such as Innovex, 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 may have little control.
For instance, we have entered into a sales and marketing services agreement
with Innovex with respect to ranolazine. Innovex will market and sell
ranolazine in the United States using a dedicated sales force if and when
the FDA approves the marketing of ranolazine. Our successful
commercialization of ranolazine depends on Innovex performing their
contractual obligations. Similarly, Biogen is responsible for worldwide
marketing and sales of any product that results from the AdentriTM program,
and Fujisawa is responsible for marketing and sales of CVT-3146 in North
America.

    If we are unable to reach and maintain agreement with one or more
pharmaceutical companies or collaborative partners, we may be required to
market our products directly. We may elect to establish our own specialized
sales force and marketing organization to market our products to
cardiologists. In order to do this, we would have to develop a 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.

    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 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 all of our products
internally, our future capital requirements will increase substantially.

<PAGE>

    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 Innovex, we are
required to launch the product by a specific date. If we fail to reach this
milestone, Innovex will no longer be obligated to provide sales and
marketing services for ranolazine. Under our agreement with Biogen, in order
for us to receive development milestone payments, Biogen must meet
development milestones. Under our license agreement with Syntex for
ranolazine, we are required to use commercially reasonable efforts to
develop and commercialize ranolazine for angina, and have related milestone
payment obligations. Under our agreement with Fujisawa, we are responsible
for development activities and must meet development milestones in order to
receive development milestone payments.

    In addition, collaborative arrangements in our industry are extremely
complex, particularly with respect to intellectual property rights. Disputes
may arise in the future with respect to 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 March
31, 2002, we had an accumulated deficit of $232.6 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. These activities, together with our general and
administrative expenses, are expected to result in operating losses for the
foreseeable future.

    IF WE ARE UNABLE TO SECURE ADDITIONAL FINANCING, WE MAY BE UNABLE TO
COMPLETE OUR RESEARCH AND DEVELOPMENT ACTIVITIES OR 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 for at least several years. We
anticipate that our existing resources and projected interest income will
enable us to maintain our current and planned operations for at least the
next 24 months. However, we may require additional funding prior to that
time.

    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:

    *       have to delay, scale back or eliminate some or all of our
            research or development programs;

    *       lose rights under existing licenses;

<PAGE>

    *       have to relinquish more of, or all of, our rights to product
            candidates at an earlier stage of development or on less
            favorable terms than we would otherwise seek; and

    *       be unable to operate as a going concern.

    Our future capital requirements will depend on many factors, including:

    *       scientific progress in our research and development programs;

    *       the size and complexity of our 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; and

    *       the cost of manufacturing or obtaining preclinical and clinical
            material.

    If additional funds are raised by issuing equity securities, substantial
dilution to existing stockholders may result. 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 COMPETE SUCCESSFULLY IN OUR MARKET, IT WILL HARM OUR
BUSINESS.

    The pharmaceutical and biopharmaceutical industries, and the market for
cardiovascular drugs in particular, are intensely competitive. If our
products receive marketing approvals, they will often compete with
well-established, proprietary and generic cardiovascular therapies that have
generated substantial sales over a number of years. Many of these therapies
are reimbursed from government health administration authorities and private
health insurers.

    In addition, we are aware of companies that are developing products that
may compete in the same markets as our products. Many of these potential
competitors 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 the FDA more
rapidly than either we or our corporate partners are able to achieve.
Competitors may also develop products that are safer or more effective than
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.

    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:

    *       obtain patents and licenses to patent rights;

<PAGE>

    *       maintain trade secrets; and

    *       operate without infringing on the proprietary rights of others.

    In 2001, we received an issued patent from the U.S. Patent and Trademark
Office for a method of using ranolazine sustained release formulations,
including the formulation used in the MARISA and CARISA trials, for the
treatment of chronic angina. 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 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
and other intellectual property relevant to our products and technology
which are not known to us and that block or compete with our compounds,
products or processes.

    Competitors may have filed applications for, or may have received
patents and may obtain additional patents and proprietary rights relating
to, compounds, products or processes 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. In
addition, litigation may be necessary to enforce any patents issued to us or
to determine the scope and validity of the proprietary rights of third
parties. Litigation and interference proceedings, even if they are
successful, are expensive 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 issued to competitors or breach the licenses that might
cover technology used in our potential products. If our competitors own or
have rights to technology that we need in our product development 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.

    We also rely on trade secrets to develop and maintain our competitive
position. Although we protect our proprietary technology in part by
confidentiality agreements with employees, consultants, 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.
In that event, we may not have adequate remedies for any breach. As a
result, third parties may gain access to our trade secrets, and our trade
secrets and confidential technology may become public. In addition, it is
possible that our trade secrets will otherwise become known or be discovered
independently by our competitors.

    Patent litigation is 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
products or technology or other matters. If they do, we may not prevail and,
as a result, may be subject to significant liabilities to third parties or
may be required to license the disputed rights from the third parties or
cease using the technology. We may not be able to obtain any necessary
licenses on reasonable terms, if at all. Any such 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.

<PAGE>

    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
our products.

    For example, we have entered into agreements with third party
manufacturers for clinical scale production of ranolazine's active
pharmaceutical ingredient and for ranolazine tableting, which we believe are
sufficient to support the remainder of the clinical program to support
filing of an NDA for ranolazine for chronic angina. In addition, we have
entered into several other manufacturing agreements relating to ranolazine,
including for commercial scale or scale-up of bulk active pharmaceutical
ingredient, tableting, and supply of a raw material component of the
product. However, the commercial launch of ranolazine is dependent on these
third party arrangements, and could be affected by delays or difficulties in
performance. In addition, because we have used different manufacturers for
elements of the ranolazine supply chain in different clinical trials and for
potential commercial supply prior to FDA approval of ranolazine, in order to
obtain marketing approval we will be required to demonstrate to the FDA's
satisfaction the bioequivalence of the multiple sources of ranolazine used
in our clinical trials and their bioequivalence to the product to be
commercially supplied. An unfavorable regulatory interpretation by the FDA
could delay potential approval.

    Furthermore, we or our third party manufacturers must pass a preapproval
inspection of manufacturing facilities by the FDA and corresponding foreign
regulatory authorities before obtaining marketing approval, and will be
subject to periodic inspection by the FDA and corresponding foreign
regulatory authorities under reciprocal agreements with the FDA. We cannot
guarantee that 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.

    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 are increasingly
challenging the price of medical products and services.

    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 on a country-by-country
basis. We cannot be certain that any products approved for marketing will be
considered cost effective or that reimbursement will be available or that
allowed reimbursement in foreign countries 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.

    OUR BUSINESS DEPENDS ON CERTAIN KEY EXECUTIVES, THE LOSS OF WHOM COULD
WEAKEN OUR MANAGEMENT TEAM, AND ON ATTRACTING AND RETAINING QUALIFIED
PERSONNEL.

    The growth of our business and success depends in large part on our
ability to attract and retain key management, technical, sales and marketing
and other operating personnel. We cannot assure you that we will be able to
attract and retain the qualified personnel or develop the expertise in these
areas as needed for our

<PAGE>

business. Although we have entered into executive severance agreements with
certain executives, 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
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 OPERATIONS INVOLVE HAZARDOUS MATERIALS, WHICH COULD SUBJECT US TO
SIGNIFICANT LIABILITY.

    Our research and development 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 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 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. 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 results of operations and our need
for and the timing of additional financing.

    IF THE MARKET PRICE OF OUR STOCK CONTINUES TO BE HIGHLY VOLATILE, THE
VALUE OF YOUR INVESTMENT IN OUR COMMON STOCK MAY DECLINE.

    Within the last 12 months, our common stock has traded between $23.62
and $60.85. 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:

    *       results of our clinical trials and preclinical studies, or those
            of our corporate partners or our competitors;

    *       our operating results;

    *       developments in our relationships with corporate partners;

    *       developments affecting our corporate partners;

<PAGE>

    *       negative regulatory action or regulatory approval with respect
            to our announcement or our competitors' announcement of new
            products;

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

    *       developments related to our patents or other proprietary rights
            or those of our competitors;

    *       changes in the position of securities analysts with respect to
            our stock;

    *       operating results below the expectations of public market
            analysts and investors ; and

    *       market conditions for biopharmaceutical or biotechnology stocks
            in general.

    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 and authorized executive severance benefit agreements in the event of a
change of control for key executives, into which severance agreements we
have subsequently entered. The board of directors amended the stockholders
rights plan in July 2000 to lower the triggering ownership percentage and
increase the exercise price. Our rights plan and these agreements 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; 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.

<PAGE>

    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 North American Equities Fund, Ltd. pursuant to which Acqua
Wellington may purchase shares of our common stock at a discount between
4.0% and 6.0%, 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. 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 such 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
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. These
"variable-rate" investments primarily included money market accounts.

    Our long-term debt includes $196,250,000 of 4.75% convertible
subordinated notes due March 7, 2007. Interest on the notes is fixed and
payable semi-annually on March 7th and September 7th 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. 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.

<PAGE>

                         PART II.  OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

     None

    (b)     Reports on Form 8-K

            CV Therapeutics filed a current report on Form 8-K with the
            Commission on March 29, 2002 with respect to the sale of 209,645
            shares of its common stock to Acqua Wellington North American
            Equities Fund, Ltd.

<PAGE>

                                  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: May 13, 2002                   By: /s/ LOUIS G. LANGE, M.D., PH.D.
                                             Louis G. Lange, M.D., Ph.D.
                                Chairman of the Board & Chief Executive Officer
                                            (Principal Executive Officer)

Date: May 13, 2002                   By: /s/ DANIEL K. SPIEGELMAN
                                             Daniel K. Spiegelman
                                            Chief Financial Officer
                                 (Principal Financial and Accounting Officer)