<PAGE>

                            EXECUTIVE
                  SEVERANCE BENEFITS AGREEMENT


     This    Executive   Severance   Benefits   Agreement    (the
"Agreement") is entered into this 15th day of October, 1999  (the
"Effective  Date"),  between David McCaleb ("Executive")  and  CV
Therapeutics, Inc. (the "Company"). This Agreement is intended to
provide  Executive  with the compensation and benefits  described
herein   upon   the  occurrence  of  specific  events.    Certain
capitalized terms used in this Agreement are defined  in  Article
5.

     The Company and Executive hereby agree as follows:

                            ARTICLE 1

          Scope of and Consideration for this Agreement

     1.1  Executive is currently employed by the Company.

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

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

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

                            ARTICLE 2

                       Severance Benefits

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

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

<PAGE>

     2.3   Bonus.  The Company shall pay to Executive  an  amount
equal to one hundred and fifty percent (150%) of the annual bonus
paid  to  the  Executive  in the year immediately  preceding  the
effective  date of the Change in Control.  Such amount  shall  be
paid  in regular installments on the normal payroll dates of  the
Company and shall be subject to all required tax withholding.

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

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

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

                            ARTICLE 3

             Limitations And Conditions On Benefits

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

<PAGE>

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

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

                            ARTICLE 4

                       Parachute Payments

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

                            ARTICLE 5

                           Definitions

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

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

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

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

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

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

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

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

<PAGE>

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

     5.4  "Change in Control" means

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

                            ARTICLE 6

                       General Provisions

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

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

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

Executive  may  not assign  any  duties  hereunder and  may  not
assign any  rights hereunder  without the written consent of the
Company, which consent shall not be withheld unreasonably.

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

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

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

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


CV Therapeutics, Inc.              David McCaleb


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




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

<PAGE>

                            Exhibit A

                             RELEASE
                    (Individual Termination)


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

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

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

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

<PAGE>

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

                                   David McCaleb




                                   Date:


<PAGE>

                            Exhibit B

                             RELEASE
                       (Group Termination)


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

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

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

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

<PAGE>

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

                                   David McCaleb




                                   Date: