AMENDMENT NO. 1 TO LOAN AGREEMENT

  This Amendment No. 1 to Loan Agreement is entered into as of this 12th day
of June 1998 by and between Biotech Manufacturing Ltd., with principal
offices located at Rutland House, Pitt Street, St. Helier, Jersey JE4 8ZB,
Channel Islands ("BML") and CV Therapeutics, Inc., with principal offices
located at 3172 Porter Drive, Palo Alto, CA  94304 ("CVT").

  WHEREAS, BML and CVT are parties to a certain Loan Agreement, dated as of
March 7, 1997 (the "Loan Agreement") under which BML has agreed to make
funds available to CVT in the form of a loan or loans of up to $12,000,000
under certain conditions;

  WHEREAS, under the Loan Agreement, a portion of the loan amount is not
available to CVT until receipt by CVT of the Phase II Performance Assessment
Study milestone payment from Biogen, Inc. ("Biogen") pursuant to a certain
Research Collaboration and License Agreement between Biogen and CVT, dated
as of March 7, 1997, (the "U.S. Research Agreement");

  WHEREAS, the parties desire to amend the Loan Agreement to change the
trigger for availability of a certain portion of the loan;

  NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Amendment, the parties hereby agree as follows:

  1.  Definitions.

    The capitalized terms used in this Amendment shall have the meanings
  assigned to such terms in the Loan Agreement or in the U.S. Research
  Agreement, as the case may be.

  2.  Amended Provisions.

    BML and CVT agree that the Loan Agreement shall be amended in the manner
  set forth below:

  (a)     The third and fourth sentences of Section 2.1(a) of the Loan
          Agreement are amended to be, and read, in their entirety as follows:

      "Unless the BML AGREEMENT has been terminated for any reason, CVT may,
      in such amounts and at such times as CVT, in its sole discretion, may
      determine, draw down the remaining balance of the Loan (the "Loan
      Remainder") as follows: (i) FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS
      ($4,500,000) of the Loan Remainder (the "Second Installment") will
      become available for draw down commencing on the date of delivery to
      Biogen of the final study report for the clinical study known as
      CVT2123 (the "Final Study Report Date") and may drawn down over a
      period of twenty-four months following the Final Study Report Date,
      and (ii) the remaining FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS
      ($4,500,000) of the Loan Remainder (the "Third Installment") will
      become available for draw down upon receipt by CVT of the Phase II
      Performance Assessment Study milestone payment (the "Milestone
      Payment") pursuant to the BIOGEN AGREEMENT and may be drawn down over
      a period of twenty-four months following the date of the Milestone
      Payment, provided, however, that the total draw down amount from the
      Loan Remainder shall not exceed FOUR MILLION FIVE HUNDRED THOUSAND
      DOLLARS ($4,500,000) in any Calendar Year, as defined below.  For
      purposes of this Section, a "Calendar Year" commences on the date of
      the earlier to occur of the Final Study Report Date or the date of the
      Milestone Payment (the "Commencement Date") or an anniversary of the
      Commencement Date and terminates twelve months later."

  (b)     The last sentence of Section 2.1 (a) of the Loan Agreement is
          amended to be, and read, in its entirety as follows:

      "Subject to the additional limitations on draw down specific to the
      Second Installment and the Third Installment, respectively, as set
      forth above, BML's obligation to advance any funds under the Loan
      Remainder shall terminate upon the earlier to occur of (i) twenty-four
      months following the later to occur of the Final Study Report Date or
      the date of the Milestone Payment (the "Last Draw-down Date") or (ii)
      termination or expiration of this Agreement."

  (c)     Section 5.1 of the Loan Agreement is amended to be, and read, in
          its entirety as follows:

      "Except as otherwise provided herein, this Agreement shall terminate
      on the earlier to occur of (i) termination or expiration of the BML
      AGREEMENT or (ii) the Last Draw-down Date."

  (d)     Section 6 of the Loan Agreement is amended by adding Section 6.7
          as follows:

      "6.7 Publicity.  Neither party may disclose the terms of the Loan
      Agreement or the terms of any advance of funds under the Loan
      Agreement except to the extent required by law.  Once any written
      statement is approved for disclosure by both parties, either party may
      make subsequent public disclosure of the contents of such statement
      without further approval of the other party."

  3.  Ratification.

    Except as otherwise expressly set forth in this Amendment, all of the
  terms and conditions of the Loan Agreement shall remain in full force and 
  effect.

  IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first above written.

BIOTECH MANUFACTURING LTD.             CV THERAPEUTICS


By: /s/ Timothy M. Kish                By: /s/ Louis G. Lange
Timothy M. Kish                        Louis Lange, M.D., Ph.D.
Director                               Chief Executive Officer