<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, 2000.

       (    )  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) 812-0585

    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, 2000 was 18,367,831.

________________________________________________________________________________
________________________________________________________________________________

<PAGE>

                        PART I.  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                                         CV THERAPEUTICS, INC.
                                      CONSOLIDATED BALANCE SHEETS
                          (in thousands, except share and per share amounts)
                                              (unaudited)
<TABLE>
<CAPTION>
                                                                             December 31,        March 31,
                                                                                 1999              2000
                                                                              ---------         ---------
                                                                                 (A)            (unaudited)
<S>                                                                          <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                   $ 20,763          $216,423
  Marketable securities                                                         70,494            56,488
  Other current assets                                                           2,447             2,474
                                                                              ---------         ---------
Total current assets                                                            93,704           275,385
Notes receivable from related parties                                              448               479
Property and equipment, net                                                      2,676             2,539
Intangible and other assets                                                         79             6,341
                                                                              ---------         ---------

Total Assets                                                                  $ 96,907          $284,744
                                                                              =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                                                            $  1,541          $  1,350
  Accrued liabilities                                                            3,227             4,283
  Current portion of long-term debt                                                500                 -
  Current portion of capital lease obligation                                      398               407
                                                                              ---------         ---------
Total current liabilities                                                        5,666             6,040
Long-term debt                                                                   7,000             4,500
Capital lease obligation                                                           855               750
Convertible subordinated notes                                                       -           196,250
Deferred revenue                                                                 1,000             1,000
Other liabilities                                                                  239               193
                                                                              ---------         ---------
Total liabilities                                                               14,760           208,733
Commitments
Stockholders' equity:
  Preferred stock, $0.001 par value, 5,000,000 shares authorized, none
       issued and outstanding                                                        -                 -
  Common stock, $0.001 par value, 30,000,000 shares authorized, 18,157,261
       and 18,349,639 shares issued and outstanding at December 31, 1999 and
       March 31, 2000, respectively; at amounts paid in                        175,777           176,657
  Notes receivable issued for stock                                                (87)              (37)
  Deferred compensation                                                           (691)             (792)
  Accumulated deficit                                                          (92,675)          (99,758)
  Cumulative other comprehensive income                                           (177)              (59)
                                                                              ---------         ---------
Total stockholders' equity                                                      82,147            76,011
                                                                              ---------         ---------

Total Liabilities and Stockholders' Equity                                    $ 96,907          $284,744
                                                                              =========         =========

</TABLE>

(A) Derived from the audited financial statements included in the Company's
    Annual Report on Form 10-K for 1999


                                       See accompanying notes

<PAGE>

                                          CV THERAPEUTICS, INC.
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                (in thousands, except per share amounts)
                                              (unaudited)
<TABLE>
<CAPTION>
                                                                             Three months ended March 31,
                                                                              -------------------------
                                                                                 1999            2000
                                                                              ---------       ---------
<S>                                                                          <C>             <C>
Revenues:
  Collaborative research                                                      $      -        $      -
Operating expenses:
  Research and development                                                       4,199           6,694
  General and administrative                                                     1,184           1,532
                                                                              ---------       ---------
Total operating expenses                                                         5,383           8,226
                                                                              ---------       ---------
Loss from operations                                                            (5,383)         (8,226)
Interest income                                                                    575           2,048
Interest and other expense                                                        (245)           (905)
                                                                              ---------       ---------
Net loss                                                                      $ (5,053)       $ (7,083)
                                                                              =========       =========
Basic and diluted net loss per share                                          $  (0.45)       $  (0.39)
                                                                              =========       =========
Shares used in computing basic and diluted
  net loss per share                                                            11,232          18,247
                                                                              =========       =========

</TABLE>
                                         See accompanying notes

<PAGE>

                                            CV THERAPEUTICS, INC.
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (in thousands)
                                                 (unaudited)
<TABLE>
<CAPTION>
                                                                       Three months ended March 31,
                                                                        -------------------------
                                                                           1999            2000
                                                                        ---------       ---------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                $ (5,053)       $ (7,083)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Amortization of deferred compensation                                      170             207
  Depreciation and amortization                                              382             452
  Change in assets and liabilities:
    Other current assets                                                     188             (27)
    Intangible and other assets                                               32          (6,293)
    Accounts payable                                                          29            (191)
    Accrued and other liabilities                                           (223)          1,010
                                                                        ---------       ---------
Net cash used in operating activities                                     (4,475)        (11,925)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments                                                  (5,643)         (3,549)
Maturities of investments                                                  6,000          17,500
Capital expenditures                                                        (377)           (142)
Notes receivable from officers and employees                                  21              50
                                                                        ---------       ---------
Net cash provided by investing activities                                      1          13,859
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on capital lease obligations                                        (20)            (96)
Borrowings under long-term debt                                                -         196,250
Repayments of long-term debt                                                (500)         (3,000)
Net proceeds from issuance of common stock, net of repurchases               108             572
                                                                        ---------       ---------
Net cash provided by (used in) financing activities                         (412)        193,726
                                                                        ---------       ---------
Net increase (decrease) in cash and cash equivalents                      (4,886)        195,660
Cash and cash equivalents at beginning of period                          11,954          20,763
                                                                        ---------       ---------
Cash and cash equivalents at end of period                              $  7,068        $216,423
                                                                        =========       =========

</TABLE>
                                            See accompanying notes

<PAGE>

                            CV THERAPEUTICS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Basis of Presentation

    The accompanying consolidated 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, 2000 are not necessarily indicative
of the results to be expected for the entire year ending December 31, 2000
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 year ended December 31, 1999 which includes the
audited consolidated financial statements and the notes thereto.

    Revenue Recognition

    Revenue under our collaborative research arrangements is recognized
based on the performance requirements of the contract. Payments received,
which are still subject to future performance requirements, are recorded as
deferred revenue until earned.

    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, 1999 and 2000 are as follows:

        <TABLE>
        <CAPTION>
                                                                1999            2000
                                                             ---------       ---------
        <S>                                                 <C>             <C>
        (in thousands)
        Net loss                                             $ (5,053)       $ (7,083)
        Unrealized gains (losses) on securities                   (27)            118
                                                             ---------       ---------
        Comprehensive loss                                   $ (5,080)       $ (6,965)
                                                             =========       =========

        </TABLE>

3.  SALE OF CONVERTIBLE SUBORDINATED NOTES

    In March 2000 we entered into a purchase agreement pursuant to which we
sold to certain initial purchasers $196.3 million 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 will be convertible into shares of CV Therapeutics'
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 prices reach certain
defined levels. At March 31, 2000 the market value of the subordinated notes
was $174.4 million.

<PAGE>

4.  SUBSEQUENT EVENT

    In April 2000 we earned a $6.5 million milestone, consisting of $2.0
million in cash and a $4.5 million line of credit, from our partner, Biogen
Inc. We have not accessed the addition to the line of credit. The milestone
was released by Biogen in connection with the recently completed Phase II
trial of CVT-124, an adenosine A1 receptor antagonist, and Biogen's decision
to continue with the adenosine A1 receptor antagonist program.

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. 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".

OVERVIEW

    CV Therapeutics is a biopharmaceutical company engaged in the discovery
and development 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,
2000, we had an accumulated deficit of $99.8 million. We expect our sources
of revenue, if any, for the next several years to consist of payments under
corporate partnerships and interest income. The process of developing our
products will require significant additional research and development,
preclinical testing and clinical trials, as well as regulatory approval.
These activities, together with our general and administrative expenses, are
expected to result in operating losses for the foreseeable future. We will
not receive product revenue unless we or our collaborative partners complete
clinical trials 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 and 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.

RESULTS OF OPERATIONS

    Research and Development Expenses.  Research and development expenses
increased to $6.7 million for the quarter ended March 31, 2000, compared to
$4.2 million for the quarter ended March 31, 1999. The increase was due to
greater external costs associated with ranolazine and our other clinical
programs in addition to hiring additional 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 and
clinical trials.

    General and Administrative Expenses.  General and administrative
expenses increased to $1.5 million for the quarter ended March 31, 2000,
compared to $1.2 million for the quarter ended March 31, 1999. The increase
was due primarily to greater use of outside consultants for general business
matters. We expect general and administrative expenses to continue to
increase in the future in line with our research and development activities.

    Interest Income.  Interest income was $2.0 million for the quarter ended
March 31, 2000, compared to $575,000 for the quarter ended March 31, 1999.
The increase was due to higher average investment balances as

<PAGE>

the result of our follow-on offering in October 1999 and the sale of convertible
subordinated notes in March 2000. We expect that interest income will
fluctuate with average investment balances.

    Interest and Other Expense.   Interest and other expense was $905,000
for the quarter ended March 31, 2000 compared to $245,000 for the quarter
ended March 31, 1999. The increase was due to interest expense related to
the sale of convertible subordinated notes in March 2000. Quarterly interest
expense on the convertible subordinated notes will be $2.3 million. We
expect that other interest expense will fluctuate with average debt and 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. In January 1998, we completed a
follow-on public offering and raised net proceeds of approximately $19.6
million. In December 1998, we drew down $4.5 million under a general purpose
loan facility with Biogen. As of March 31, 2000 the outstanding balance for
this note was $4.5 million. Interest on this note is payable at prime plus
one and one-half percent (1.5%), or 10.25% at March 31, 2000, payable
annually, in arrears, each March 10th. In May 1999, we entered into a sales
and marketing services agreement with Innovex Inc. pursuant to which
Innovex's parent, Quintiles Transnational Corp., purchased 1,043,705 shares
of our common stock for a total investment of $5.0 million. In addition, we
entered into two promissory notes with Quintiles. The first promissory note
in the amount of $10.0 million may be drawn down by us upon filing a New
Drug Application for ranolazine. The second promissory note shall be a cash
amount to be determined after commercial launch of ranolazine. Both notes
are convertible into shares of common stock at the option of Quintiles upon
certain events. In October 1999, we completed a follow-on public offering
and raised approximately $64.3 million. In March 2000, we entered into a
purchase agreement pursuant to which we sold to certain initial purchasers
$196.3 million 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 will be
convertible into shares of CV Therapeutics' 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.

    Cash, cash equivalents and marketable securities at March 31, 2000
totaled $272.9 million compared to $91.3 million at December 31, 1999. The
increase was due to the sale of $196.3 million in aggregate principal amount
of convertible subordinated notes offset by $11.9 million used to fund
operations and $3.0 million to retire long-term debt.

    Net cash used in operations for the three months ended March 31, 2000
was $11.9 million compared to $4.5 million for the three months ended March
31, 1999. The increase was due to $6.3 million incurred in the sale of the
subordinated notes with the remainder related to increased research and
development efforts.

    As of March 31, 2000, we have invested $8.6 million in property and
equipment with the rate of investment having increased during the last
eighteen months in line with increased research and development efforts.
This trend should continue for the foreseeable future.

    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 recently completed offering
of convertible subordinated notes,  will enable us to maintain our current
and planned operations for at least the next 24 months. However, we cannot
assure that we will not require additional funding prior to then or that
additional financing will be available on acceptable terms or at all.

<PAGE>

    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 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 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 cardiac imaging, cell cycle inhibition, cardiac conduction, cardiac
metabolism and Tangier drug discovery programs are in the early stages of
research and development, and 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
successfully 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 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.

<PAGE>

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

    We currently have only two products in clinical development: ranolazine
and CVT-510. Many factors could delay completion of our clinical trials,
including:

    *       slower than anticipated patient enrollment

    *       difficulty in obtaining sufficient supplies of clinical trial
            materials

    *       adverse events occurring during the clinical trials.

    For example, our first Phase III clinical trial of ranolazine had
challenging enrollment criteria. These criteria required patients who suffer
from angina to stop taking all of their other anti-anginal medications and
receive only placebo during segments of the clinical trial. This meant that
they received no medication to treat their angina when they received
placebo. Given the difficulty of identifying patients willing to completely
stop taking anti-anginal medications, enrollment for this trial was slower
than anticipated. We cannot assure you that enrollment for the second Phase
III trial for ranolazine will not also be delayed.

    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 changes in regulatory policy during the period of product
development. For example, the initial clinical trials with ranolazine used a
different formulation of ranolazine than we used in the MARISA trials and
than we are using in the CARISA trial. This means that the NDA will contain
data from trials using two different formulations and is subject to
interpretation by the FDA. An unfavorable interpretation could result in
actions by the FDA that would delay potential approval. 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 and 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.

    IF WE ARE UNABLE TO SATISFY GOVERNMENTAL REGULATIONS RELATING TO THE
DEVELOPMENT OF OUR DRUG CANDIDATES, WE MAY BE UNABLE TO OBTAIN 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

<PAGE>

    *       product recalls

    *       total or partial suspension of production

    *       FDA refusal to 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. Even if regulatory 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 those products.

    Even if we obtain regulatory approval, we may be required to undertake
postmarketing trials. In addition, identification of side effects after a
drug is on the market or the occurrence of manufacturing problems could
cause subsequent withdrawal of approval, reformulation of the drug,
additional preclinical testing or clinical trials, changes in labeling of
the product, and additional marketing applications.

    If we receive regulatory approval, we will also be subject to ongoing
FDA obligations and continued regulatory review. In particular, we or our
third party manufacturers will be required to adhere to regulations setting
forth current good manufacturing practices, known as cGMP. The regulations
require that we manufacture our products and maintain our records in a
prescribed manner with respect to manufacturing, testing and quality control
activities. Furthermore, we or our third party manufacturers must pass a
preapproval inspection of manufacturing facilities by the FDA before
obtaining marketing approval. We will also be subject to ongoing FDA
requirements for submission of safety reports and other postmarket
information.

    If we receive regulatory approval and if any of our products or services
become reimbursable by a government health care program, such as Medicare or
Medicaid, we may 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," 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, 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
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 market acceptance
depends on the effectiveness of our marketing strategy and the availability
of reimbursement for our products.

    WE HAVE NO MARKETING OR SALES EXPERIENCE, AND IF WE ARE UNABLE TO ENTER
INTO 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, marketing or distribution capability. As a
result, we depend on collaborations with third parties, such as Innovex and
Biogen, which have established distribution systems and direct sales forces.
In particular, 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

<PAGE>

FDA approval to market ranolazine has been granted. Commercialization of
ranolazine depends on Innovex to perform their contractual obligations.
Their failure to do so would adversely affect commercialization of
ranolazine. 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. In addition, Biogen is responsible
for establishing marketing and sales activities for any product that results
from the AdentriTM program.

    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.

    OUR BUSINESS DEPENDS ON ATTRACTING AND RETAINING COLLABORATORS AND
LICENSORS.

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

    The collaborative arrangements that we may enter into in the future may
place responsibility on the collaborative partner for preclinical testing
and clinical trials, manufacturing and preparation and submission of
applications for regulatory approval of potential pharmaceutical products.
We cannot control the amount and timing of resources which 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, collaborators may pursue competing technologies or
product candidates.

    Under our collaborative arrangements, we 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 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 U.S.A., Inc., a subsidiary of Roche,
for ranolazine, we are required to make milestone payments to Syntex
following FDA approval of ranolazine and following regulatory approval of
ranolazine in Europe. These payments are due no later than March 31, 2005
and March 31, 2006, respectively.

    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 and expensive.

    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, 2000, we had an accumulated deficit of $99.8 million. The process of
developing our products requires significant additional research and
development, preclinical testing and clinical trials, as well as regulatory
approvals. These

<PAGE>

activities, together with our general and administrative expenses, are expected
to result in operating losses for the foreseeable future.

    WE MUST SECURE ADDITIONAL FINANCING TO MEET OUR FUTURE NEEDS.

    We may require additional funding in order to complete our research and
development activities and commercialize any products. In the past, we have
financed our operations primarily through the sale of equity securities,
payments from our collaborators, equipment and leasehold improvement
financing and other debt financing. We have generated no product revenue,
and none is expected 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:

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

    *       lose rights under existing licenses

    *       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

    *       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

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

    There may be additional factors that could affect our need for
additional financing. Many of these factors are not within our control.

    INABILITY TO COMPETE SUCCESSFULLY IN OUR MARKET WILL HARM OUR BUSINESS.

    The pharmaceutical and biopharmaceutical industries, and the market for
cardiovascular drugs in particular, are intensely competitive. If regulatory
approvals are received, some of our products will 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.

<PAGE>

    In addition, we are aware of companies which 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.

    WE MAY BE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY.

    Our success will depend to a significant degree on our ability to:

    *       obtain patents and licenses to patent rights

    *       maintain trade secrets

    *       operate without infringing on the proprietary rights of others.

    We cannot be certain that patents will issue from any of our pending or
future patent applications, that any issued patent will be sufficient to
protect our technology or that we will be able to obtain extensions of
patents beyond the initial term.  For example, a primary patent relating to
ranolazine will expire in May 2003 unless we are granted an extension based
upon the Waxman-Hatch Act, which we anticipate would extend the patent
protection for an additional five years.

    Patent applications in the United States 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 and not 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. 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 these agreements will provide this meaningful protection or
adequate remedies in the event of unauthorized use or disclosure of this
information. We also cannot assure you that the parties to these agreements
will not breach them. 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 third parties may disclose our trade secrets and confidential technology
to the public. In addition, it is possible that our trade secrets will
otherwise become known or be discovered independently by our competitors.

<PAGE>

    Patent litigation is becoming more 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 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.

    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 we 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 an agreement with a third party
manufacturer for clinical scale production of an amount of ranolazine's
active pharmaceutical ingredient that we believe will be sufficient to
support the remainder of the Phase III clinical program. We cannot be
certain that we will be able to enter into an agreement for the commercial
scale manufacture of the active ingredient in ranolazine. If we are unable
to do so, our Phase III trials of ranolazine will be delayed. We have
entered into an agreement with a third party manufacturer for clinical scale
production of ranolazine tablets sufficient to support the remainder of the
Phase III clinical program and are negotiating with them for registration
and commercialization supply of ranolazine tablets. If we are unable to
negotiate an agreement to supply ranolazine tablets for registration and
commercialization, commercial launch of ranolazine may be delayed. In
addition, because we have used various manufacturers for ranolazine in
different clinical trials prior to FDA approval of ranolazine, 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.

    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 payors 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,
payors' reimbursement policies could adversely affect our or any corporate
partner's ability to sell our products on a profitable basis.

    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. Accordingly, we are subject to federal, state and local laws
governing the use, handling and disposal of these materials. We may 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

<PAGE>

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.

    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.

    THE MARKET PRICE OF OUR STOCK MAY CONTINUE TO BE HIGHLY VOLATILE.

    Within the last 12 months, our common stock has traded between $4.13 and
$69.00. 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

    *       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

    *       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 its market price.

<PAGE>

    WE DO NOT GENERATE SUFFICIENT CASH FLOW TO PAY INTEREST AND MAKE OTHER
PAYMENTS ON CERTAIN INDEBTEDNESS.

    Currently, we are not generating sufficient cash flow to pay interest
and make other payments that are required as a result of the consummation of
the sale of $196.3 million of convertible subordinated notes in March 2000.
This may require us to use a portion of the proceeds from the sale of the
notes to pay interest or borrow additional funds or sell additional equity
to meet our debt service obligation. If we are unable to satisfy our debt
service requirements, substantial liquidity problems could result, which
would negatively impact our future prospects.

    DELAWARE LAW, PROVISIONS IN OUR CHARTER AND OUR RIGHTS PLAN COULD MAKE
THE ACQUISITION OF OUR COMPANY BY ANOTHER COMPANY MORE DIFFICULT.

    Provisions of our certificate of incorporation may have the effect of
delaying or preventing changes in control or management or limit the price
that investors may be willing to pay for shares of our common stock. In
addition, 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 addition, our board of directors has the authority to issue up to
5,000,000 shares of preferred stock without stockholders' approval. The
rights of the holders of common stock will be subject to, and may be
affected by, the rights of the holders of any preferred stock that may be
issued in the future. The issuance of preferred stock could have the effect
of making it more difficult for a third party to acquire a majority of our
outstanding voting stock.

    Furthermore, in February 1999, the board of directors enacted
anti-takeover provisions, including a stockholder rights plan, or "poison
pill," and severance agreements in the event of a change of control for key
executives.

ITEM 3. MARKET RISK

    Our exposure to market rate risk for changes in interest rates relates
primarily to our investment portfolio. As of March 31, 2000 no significant
changes have occurred since our Annual Report on Form 10-K for the year
ended December 31, 1999.

<PAGE>

                         PART II.  OTHER INFORMATION


ITEM 2. RECENT SALE OF UNREGISTERED SECURITIES

    In March 2000, CV Therapeutics completed a private placement of $196.3
million aggregate principal amount of 4 3/4% Convertible Subordinated Notes
due March 7, 2007.  The initial purchasers of the Notes were Merrill Lynch &
Co., J.P. Morgan & Co., Robertson Stephens and SG Cowen.  We sold the Notes
to the initial purchasers for $190.1 million.  The sale of the Notes to the
initial purchasers was exempt from registration under the Securities Act of
1933, as amended, under Section 4(2) thereof, as a transaction not involving
a public offering.  The Notes were reoffered in the United States to
qualified institutional buyers in reliance on Rule 144A under the Securities
Act.

    The Notes are convertible, at the option of the holder, at any time
prior to maturity, into CV Therapeutics common stock at a conversion price
of $63.84 per share, which is equal to a conversion rate of 15.6642 shares
per $1,000 principal amount of Notes, subject to adjustment.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

           EXHIBIT NUMBER                                DESCRIPTION

                 10.72                             Indenture dated March 7,
                                                   2000 between the Company
                                                   and Norwest Bank Minnesota.

                 10.73                             Convertible subordinated
                                                   note dated March 7, 2000.

                 10.74                             Purchase agreement dated
                                                   March 1, 2000 between the
                                                   Company and Merrill Lynch
                                                   & Co., Merrill Lynch,
                                                   Pierce, Fenner & Smith
                                                   Incorporated, J.P. Morgan
                                                   Securities Inc.,
                                                   FleetBoston Robertson
                                                   Stephens Inc. and SG
                                                   Cowen Securities
                                                   Corporation as
                                                   Representatives(s) of the
                                                   several Initial Purchasers

                 10.75                             Resale Registration
                                                   Rights agreement dated
                                                   March 7, 2000 between the
                                                   Company and Merrill Lynch
                                                   & Co., Merrill Lynch,
                                                   Pierce, Fenner & Smith
                                                   Incorporated, J.P. Morgan
                                                   Securities Inc.,
                                                   FleetBoston Robertson
                                                   Stephens Inc. and SG
                                                   Cowen Securities
                                                   Corporation as
                                                   Representatives(s) of the
                                                   several Initial Purchasers

                 27.1                              Financial Data Schedule


    (b)     Reports on Form 8-K
            None

<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 15, 2000                       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 15, 2000                       By: /s/ DANIEL K. SPIEGELMAN
                                                 Daniel K. Spiegelman
                                                Chief Financial Officer
                                    (Principal Financial and Accounting Officer)