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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004.



OR



| ̈ | 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



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CV THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)



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



3172 Porter Drive,
Palo Alto, California 94304

(Address of principal executive offices, including zip code)



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



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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 ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes  x    No ̈



The number of shares of Common Stock, $0.001 par value, outstanding as of
November 4, 2004 was 32,448,002.



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##### Table of Contents

CV THERAPEUTICS, INC.



INDEX



|                               |  |                                                                                                                   |  |     
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                                   |  | Page
|PART I  FINANCIAL INFORMATION |  |                                                                                                                  
|                               |  |                                                                                                                  
|Item 1.                        |  | Condensed Consolidated Financial Statements                                                                       |  |     
|                               |  |                                                                                                                  
|                               |  | Condensed Consolidated Balance Sheets  December 31, 2003 and September 30, 2004                                  |  | 3   
|                               |  |                                                                                                                  
|                               |  | Condensed Consolidated Statements of Operations  for the three and nine months ended September 30, 2003 and 2004 |  | 4   
|                               |  |                                                                                                                  
|                               |  | Condensed Consolidated Statements of Cash Flows  for the nine months ended September 30, 2003 and 2004           |  | 5   
|                               |  |                                                                                                                  
|                               |  | Notes to Condensed Consolidated Financial Statements                                                              |  | 6   
|                               |  |                                                                                                                  
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                             |  | 10  
|                               |  |                                                                                                                  
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                        |  | 29  
|                               |  |                                                                                                                  
|Item 4.                        |  | Controls and Procedures                                                                                           |  | 29  
|                              
|PART II 
OTHER INFORMATION   
|                               |  |                                                                                                                  
|Item 1.                        |  | Legal Proceedings                                                                                                 |  | 30  
|                               |  |                                                                                                                  
|Item 5.                        |  | Other Information                                                                                                 |  | 30  
|                               |  |                                                                                                                  
|Item 6.                        |  | Exhibits                                                                                                          |  | 30  
|                               |  |                                                                                                                  
|SIGNATURES                     |  |                                                                                                                   |  | 31  



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CV THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)



|                                                                                                                                                                                |  |                  |          |   |                   |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                                                                                                                |  | December 31,2003 |          |   | September 30,2004 |  
|                                                                                                                                                                                |  | (A)              |          |   | (unaudited)       |  
|ASSETS                                                                                                                                                                          |  |                  |          |   |                   |   |          |  
|Current assets:                                                                                                                                                                 |  |                  |          |   |                   |   |          |  
|Cash and cash equivalents                                                                                                                                                       |  | $                | 17,449   |   |                   | $ | 20,903   |  
|Marketable securities                                                                                                                                                           |  |                  | 412,658  |   |                   |   | 380,005  |  
|Restricted cash                                                                                                                                                                 |  |                  | 2,000    |   |                   |   | 6,125    |  
|Other current assets                                                                                                                                                            |  |                  | 11,009   |   |                   |   | 14,176   |  
|                                                                                                                                                                                |  |                  |          |   |                   |   |          |  
|Total current assets                                                                                                                                                            |  |                  | 443,116  |   |                   |   | 421,209  |  
|Notes receivable from related parties                                                                                                                                           |  |                  | 980      |   |                   |   | 710      |  
|Property and equipment, net                                                                                                                                                     |  |                  | 16,358   |   |                   |   | 14,779   |  
|Restricted cash                                                                                                                                                                 |  |                  | 2,886    |   |                   |   | 9,786    |  
|Other assets                                                                                                                                                                    |  |                  | 8,055    |   |                   |   | 11,158   |  
|                                                                                                                                                                                |  |                  |          |   |                   |   |          |  
|Total assets                                                                                                                                                                    |  | $                | 471,395  |   |                   | $ | 457,642  |  
|                                                                                                                                                                                |  |                  |          |   |                   |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                            |  |                  |          |   |                   |   |          |  
|Current liabilities:                                                                                                                                                            |  |                  |          |   |                   |   |          |  
|Accounts payable                                                                                                                                                                |  | $                | 4,016    |   |                   | $ | 3,298    |  
|Accrued liabilities                                                                                                                                                             |  |                  | 15,579   |   |                   |   | 23,952   |  
|Current portion of capital lease obligations                                                                                                                                    |  |                  | 393      |   |                   |   | 74       |  
|Current portion of deferred revenue                                                                                                                                             |  |                  | 1,029    |   |                   |   | 1,029    |  
|                                                                                                                                                                                |  |                  |          |   |                   |   |          |  
|Total current liabilities                                                                                                                                                       |  |                  | 21,017   |   |                   |   | 28,353   |  
|Convertible subordinated notes                                                                                                                                                  |  |                  | 296,250  |   |                   |   | 329,645  |  
|Deferred revenue                                                                                                                                                                |  |                  | 1,572    |   |                   |   | 800      |  
|Other liabilities                                                                                                                                                               |  |                  | 3,610    |   |                   |   | 5,685    |  
|                                                                                                                                                                                |  |                  |          |   |                   |   |          |  
|Total liabilities                                                                                                                                                               |  |                  | 322,449  |   |                   |   | 364,483  |  
|Stockholders equity:                                                                                                                                                           |  |                  |          |   |                   |   |          |  
|Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding                                                                                     |  |                  |         |   |                   |   |         |  
|Common stock, $0.001 par value, 85,000,000 shares authorized, 29,087,718 and 32,435,597 shares issued and outstanding at December 31, 2003 and
September 30, 2004, respectively |  |                  | 577,784  |   |                   |   | 625,070  |  
|Accumulated deficit                                                                                                                                                             |  |                  | (429,476 | ) |                   |   | (530,797 | )
|Accumulated other comprehensive income (loss)                                                                                                                                   |  |                  | 638      |   |                   |   | (1,114   | )
|                                                                                                                                                                                |  |                  |          |   |                   |   |          |  
|Total stockholders equity                                                                                                                                                      |  |                  | 148,946  |   |                   |   | 93,159   |  
|                                                                                                                                                                                |  |                  |          |   |                   |   |          |  
|Total liabilities and stockholders equity                                                                                                                                      |  | $                | 471,395  |   |                   | $ | 457,642  |  
|                                                                                                                                                                                |  |                  |          |   |                   |   |          |  

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|(A) | Derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003
|--- | ------------------------------------------------------------------------------------------------------------------------------------------



See accompanying notes



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CV THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)



|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | -------- | -
|                                                              |  | Three months endedSeptember 30, |         |   | Nine months endedSeptember 30, |  
|                                                              |  | 2003                            |         |   | 2004                           |   |         | 2003 |  |   | 2004    |  
|Revenues:                                                     |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Collaborative research                                        |  | $                               | 2,224   |   |                                | $ | 5,645   |      |  | $ | 5,738   |   |  | $ | 12,849   |  
|Operating expenses:                                           |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Research and development                                      |  |                                 | 19,460  |   |                                |   | 27,732  |      |  |   | 53,550  |   |  |   | 75,691   |  
|Sales and marketing                                           |  |                                 | 9,472   |   |                                |   | 4,511   |      |  |   | 15,527  |   |  |   | 15,048   |  
|General and administrative                                    |  |                                 | 4,755   |   |                                |   | 5,184   |      |  |   | 12,758  |   |  |   | 16,331   |  
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Total operating expenses                                      |  |                                 | 33,687  |   |                                |   | 37,427  |      |  |   | 81,835  |   |  |   | 107,070  |  
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Loss from operations                                          |  |                                 | (31,463 | ) |                                |   | (31,782 | )    |  |   | (76,097 | ) |  |   | (94,221  | )
|Interest and other income, net                                |  |                                 | 2,394   |   |                                |   | 1,863   |      |  |   | 8,764   |   |  |   | 5,338    |  
|Interest expense                                              |  |                                 | (3,199  | ) |                                |   | (2,851  | )    |  |   | (8,448  | ) |  |   | (10,689  | )
|Other expense, net                                            |  |                                 | (37     | ) |                                |   | -       |      |  |   | (113    | ) |  |   | (1,749   | )
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Net loss                                                      |  | $                               | (32,305 | ) |                                | $ | (32,770 | )    |  | $ | (75,894 | ) |  | $ | (101,321 | )
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Basic and diluted net loss per share                          |  | $                               | (1.13   | ) |                                | $ | (1.03   | )    |  | $ | (2.70   | ) |  | $ | (3.25    | )
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Shares used in computing basic and diluted net loss per share |  |                                 | 28,536  |   |                                |   | 31,793  |      |  |   | 28,122  |   |  |   | 31,153   |  
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  



See accompanying notes



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CV THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                   |  |                                |          |   |      |   |          |  
|---------------------------------------------------------------------------------- |  | ------------------------------ | -------- | - | ---- | - | -------- | -
|                                                                                   |  | Nine months endedSeptember 30, |         
|                                                                                   |  | 2003                           |          |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                               |  |                                |          |   |      |   |          |  
|Net loss                                                                           |  | $                              | (75,894  | ) |      | $ | (101,321 | )
|Adjustments to reconcile net loss to net cash used in operating activities:        |  |                                |          |   |      |   |          |  
|(Gain) loss on the sale of investments                                             |  |                                | (1,743   | ) |      |   | 374      |  
|Write-off of unamortized issuance costs on notes repurchased                       |  |                                |         |   |      |   | 1,615    |  
|Forgiveness of related party notes and interest                                    |  |                                | 82       |   |      |   | 32       |  
|Non-cash expense associated with stock options and warrants                        |  |                                | 4,615    |   |      |   | 251      |  
|Depreciation and amortization                                                      |  |                                | 10,425   |   |      |   | 11,131   |  
|Stock contribution to 401K plan                                                    |  |                                | 699      |   |      |   | 886      |  
|Change in assets and liabilities:                                                  |  |                                |          |   |      |   |          |  
|Other current assets                                                               |  |                                | (78      | ) |      |   | (3,146   | )
|Restricted cash                                                                    |  |                                | (5,883   | ) |      |   | (11,025  | )
|Other assets                                                                       |  |                                | (28      | ) |      |   | (1,108   | )
|Accounts payable                                                                   |  |                                | (3,029   | ) |      |   | (718     | )
|Accrued and other liabilities                                                      |  |                                | (94      | ) |      |   | 10,189   |  
|Deferred revenue                                                                   |  |                                | (772     | ) |      |   | (772     | )
|                                                                                   |  |                                |          |   |      |   |          |  
|Net cash used in operating activities                                              |  |                                | (71,700  | ) |      |   | (93,612  | )
|                                                                                   |  |                               
|CASH FLOWS FROM INVESTING ACTIVITIES                                               |  |                                |          |   |      |   |          |  
|Purchases of investments                                                           |  |                                | (370,660 | ) |      |   | (286,895 | )
|Sales of investments                                                               |  |                                | 295,933  |   |      |   | 294,251  |  
|Maturities of investments                                                          |  |                                | 23,650   |   |      |   | 16,725   |  
|Capital expenditures                                                               |  |                                | (2,695   | ) |      |   | (1,881   | )
|Notes receivable from related parties                                              |  |                                | 165      |   |      |   | 250      |  
|                                                                                   |  |                                |          |   |      |   |          |  
|Net cash (used in) provided by investing activities                                |  |                                | (53,607  | ) |      |   | 22,450   |  
|                                                                                   |  |                               
|CASH FLOWS FROM FINANCING ACTIVITIES                                               |  |                                |          |   |      |   |          |  
|Payments on capital lease obligations                                              |  |                                | (292     | ) |      |   | (319     | )
|Repurchase of convertible subordinated notes                                       |  |                                |         |   |      |   | (116,605 | )
|Borrowings under senior subordinated convertible notes, net of issuance costs      |  |                                |         |   |      |   | 145,141  |  
|Borrowings under senior subordinated convertible debentures, net of issuance costs |  |                                | 96,730   |   |      |   |         |  
|Net proceeds from issuance of common stock                                         |  |                                | 36,139   |   |      |   | 46,399   |  
|                                                                                   |  |                                |          |   |      |   |          |  
|Net cash provided by financing activities                                          |  |                                | 132,577  |   |      |   | 74,616   |  
|                                                                                   |  |                                |          |   |      |   |          |  
|Net increase in cash and cash equivalents                                          |  |                                | 7,270    |   |      |   | 3,454    |  
|                                                                                   |  |                               
|Cash and cash equivalents at beginning of period                                   |  |                                | 18,767   |   |      |   | 17,449   |  
|                                                                                   |  |                                |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                         |  | $                              | 26,037   |   |      | $ | 20,903   |  
|                                                                                   |  |                                |          |   |      |   |          |  



See accompanying notes



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CV THERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



1. Summary of Significant Accounting Policies



Basis of Presentation



The accompanying condensed 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 nine-month period ended September 30, 2004 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2004 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, 2003, which includes the audited consolidated financial statements and the notes thereto.



Reclassifications



Certain reclassifications have been made to prior period balances in order
to conform to the current presentation.



Principles of
Consolidation



The financial statements include the
accounts of the Company and its wholly owned subsidiary. The functional currency of our United Kingdom subsidiary is the U.S. dollar and all intercompany transactions and balances have been eliminated. All foreign currency translation gains and
losses were recorded in the condensed consolidated statements of operations in accordance with Statement of Financial Accounting Standards No. 52 Foreign Currency Translation and have not been significant.



Use of Estimates



The preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Comprehensive Income (Loss)



At each balance sheet date, our accumulated other comprehensive income
(loss) consists solely of unrealized gains and losses on available-for-sale investment securities. Comprehensive loss was $33.2 million and $32.0 million for the quarters ended September 30, 2003 and September 30, 2004, respectively, and $78.5
million and $103.1 million for the nine months ended September 30, 2003 and September 30, 2004, respectively.



Revenue Recognition



Revenue under our collaborative research arrangements is recognized based on the performance requirements of each contract. Amounts received under such
arrangements consist of up-front license, periodic milestone payments and reimbursement for research activities. Up-front or milestone payments, which are subject to future performance requirements, are recorded as deferred revenue and are
recognized over the performance period. The performance period is estimated at the inception of the arrangement and is periodically reevaluated. The reevaluation of the performance period may shorten or lengthen the period during which the deferred
revenue is recognized. We evaluate the appropriate period based on research progress attained and events such as changes in the regulatory and competitive environment. Revenues related to substantive, performance-based at-risk milestones are
recognized upon achievement of the scientific or regulatory event specified in the underlying agreement. Revenues for research activities are recognized as the related research efforts are performed.



Valuation of Marketable Securities



We invest our excess cash balances primarily in short-term and long-term
marketable debt securities for use in current operations. Accordingly, we have classified all investments as short-term, even though the stated maturity date may be one year or more beyond the current balance sheet date. Available-for-sale
securities are carried at fair value, with unrealized gains and losses reported in stockholders equity as a component of other comprehensive income (loss). Realized gains and losses are included in interest income. Estimated fair value is
based upon quoted market prices for these or similar instruments.



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Research and Development Expenses and Accruals



Research and development expenses include personnel and facility-related
expenses, outside contract services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services. Research and development costs are expensed as incurred. In instances where we enter into
agreements with third parties for clinical trials, manufacturing and process development, research and other consulting activities, costs are expensed upon the earlier of when non-refundable amounts are due or as services are performed. Amounts due
under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.



Our cost accruals for clinical trials are based on estimates of the services
received and efforts expended pursuant to contracts with numerous clinical trial centers and clinical research organizations. In the normal course of business we contract with third parties to perform various clinical trial activities in the
on-going development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the
achievement of certain events, the successful accrual of patients, the completion of portions of the clinical trial or similar conditions. The objective of our accrual policy is to match the recording of expenses in our financial statements to the
actual services received and efforts expended. As such, expense accruals related to clinical trials are recognized based on our estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract.



Stock-Based Compensation



We have elected to continue to account for stock options granted to
employees using the intrinsic-value method as prescribed by Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to Employees (APB No. 25), and thus recognize no compensation expense for options granted with exercise
prices equal to the fair market value of our common stock on the date of grant. We recognize compensation for stock options granted to consultants in accordance with Emerging Issues Task Force Consensus No. 96-18 Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. The estimated fair value of such options is determined using the Black-Scholes option pricing model.



For purposes of disclosures pursuant to Statement of Financial Accounting
Standards No. 123 Stock-Based Compensation Expense and Equity Market Values (SFAS No. 123), as amended by Statement of Financial Accounting Standards No. 148 Accounting for Stock-Based Compensation  Transition and
Disclosure (SFAS No. 148), the estimated fair value of options is amortized to expense over the options vesting period. The following table illustrates the effect on reported net loss and net loss per share if we had applied the fair
value recognition provisions of SFAS No. 123 to stock based employee compensation (in thousands, except per share amounts):



|                                                                                                                    |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | -------- | -
|                                                                                                                    |  | Three months endedSeptember 30, |         |   | Nine months endedSeptember 30, |  
|                                                                                                                    |  | 2003                            |         |   | 2004                           |   |         | 2003 |  |   | 2004    |  
|Net loss:                                                                                                           |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|As reported                                                                                                         |  | $                               | (32,305 | ) |                                | $ | (32,770 | )    |  | $ | (75,894 | ) |  | $ | (101,321 | )
|Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards |  |                                 | (5,257  | ) |                                |   | (2,347  | )    |  |   | (16,128 | ) |  |   | (11,324  | )
|                                                                                                                    |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Pro forma net loss                                                                                                  |  | $                               | (37,562 | ) |                                | $ | (35,117 | )    |  | $ | (92,022 | ) |  | $ | (112,645 | )
|                                                                                                                    |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Net loss per share basic and diluted:                                                                               |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|As reported                                                                                                         |  | $                               | (1.13   | ) |                                | $ | (1.03   | )    |  | $ | (2.70   | ) |  | $ | (3.25    | )
|                                                                                                                    |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Pro forma                                                                                                           |  | $                               | (1.32   | ) |                                | $ | (1.10   | )    |  | $ | (3.27   | ) |  | $ | (3.62    | )
|                                                                                                                    |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  



The weighted-average
fair value of options granted with exercise prices at market value of our common stock during the quarters ended September 30, 2003 and 2004 was $15.04 and $7.49, respectively, and $14.24 and $7.79 during the nine months ended September 30, 2003 and
2004, respectively.



The fair value of our stock-based awards
to employees was estimated assuming no expected dividends and the following weighted-average assumptions:



|                        |  |                                 |   |  |                                |   |  |      |   |  |      |  
|----------------------- |  | ------------------------------- | - |  | ------------------------------ | - |  | ---- | - |  | ---- | -
|                        |  | Three months endedSeptember 30, |   |  | Nine months endedSeptember 30, |  
|                        |  | 2003                            |   |  | 2004                           |   |  | 2003 |   |  | 2004 |  
|Expected life (years)   |  | 5.3                             |   |  | 5.3                            |   |  | 5.1  |   |  | 4.9  |  
|Expected volatility     |  | 65                              | % |  | 65                             | % |  | 65   | % |  | 65   | %
|Risk-free interest rate |  | 2.5                             | % |  | 3.4                            | % |  | 2.8  | % |  | 3.4  | %



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On March 31, 2004, the FASB issued an Exposure Draft, Share-Based PaymentAn Amendment of FASB
Statements No. 123 and 95 (proposed FAS 123R), which currently is expected to be effective for public companies in periods beginning after June 15, 2005. We would be required to implement the proposed standard no later than the quarter that
begins July 1, 2005. The cumulative effect of adoption, if any, applied on a modified prospective basis, would be measured and recognized on July 1, 2005. The proposed FAS 123R addresses the accounting for transactions in which an enterprise
receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments.
The proposed FAS 123R would eliminate the ability to account for share-based compensation transactions using APB 25, and generally would require instead that such transactions be accounted for using a fair-value based method. As proposed, companies
would be required to recognize an expense for compensation cost related to share-based payment arrangements including stock options and employee stock purchase plans. The FASB expects to issue a final standard by December 31, 2004. We are currently
evaluating option valuation methodologies and assumptions in light of the proposed FAS 123R related to employee stock options. Current estimates of option values using the Black-Scholes method (as shown above) may not be indicative of results from
valuation methodologies ultimately adopted in the final rules.



Net Loss Per Share



Net loss per share is
computed using the weighted average number of common shares outstanding. Potential common shares have been excluded from the computation as their effect is antidilutive. Had we been in a net income position, diluted earnings per share would have
included the impact of outstanding dilutive options, warrants and convertible subordinated notes and debentures.



2. Commitments



We lease our two primary facilities under noncancellable operating leases. The lease for one facility expires in April 2014 with an option to renew for
eleven years. The lease for the second facility incorporates a sublease that expires in February 2005, and a master lease that expires in April 2012. The sublease is secured by an irrevocable letter of credit, which contains certain covenants that
we were in compliance with as of September 30, 2004. In addition, we have leased certain property and equipment under capital leases with expiration dates through 2004.



We have entered into certain manufacturing-related agreements in connection with the future commercial production of
Ranexa.



The table below presents minimum payments under our commitments as of September 30, 2004:



|                                       |  |                         |       |                 |   |               |  |   |     |  
|-------------------------------------- |  | ----------------------- | ----- | --------------- | - | ------------- |  | - | --- | -
|(in thousands)                         |  | ManufacturingAgreements |       | OperatingLeases |   | CapitalLeases | 
|Year ending December 31,               |  |                         |       |                 |   |               |  |   |     |  
|2004 (remaining portion)               |  | $                       | 912   |                 | $ | 2,797         |  | $ | 75  |  
|2005                                   |  |                         | 3,390 |                 |   | 8,365         |  |   |    |  
|2006                                   |  |                         |      |                 |   | 13,105        |  |   |    |  
|2007                                   |  |                         | 2,250 |                 |   | 13,050        |  |   |    |  
|2008                                   |  |                         | 2,250 |                 |   | 14,147        |  |   |    |  
|2009 and thereafter                    |  |                         | 1,125 |                 |   | 48,934        |  |   |    |  
|                                       |  |                         |       |                 |   |               |  |   |     |  
|Total minimum payments                 |  | $                       | 9,927 |                 | $ | 100,398       |  |   | 75  |  
|                                       |  |                         |       |                 |   |               |  |   |     |  
|Less amount representing interest      |  |                         |       |                 |   |               |  |   | (1  | )
|                                       |  |                         |       |                 |   |               |  |   |     |  
|Present value of future lease payments |  |                         |       |                 |   |               |  |   | 74  |  
|Less current portion                   |  |                         |       |                 |   |               |  |   | (74 | )
|                                       |  |                         |       |                 |   |               |  |   |     |  
|Long-term portion                      |  |                         |       |                 |   |               |  | $ |    |  
|                                       |  |                         |       |                 |   |               |  |   |     |  



Under the
manufacturing-related agreements, additional payments above the specified minimums will be required if the FDA approves Ranexa, and in connection with the manufacture of Ranexa.



3. Senior Subordinated Convertible Notes



In May and June 2004, we sold $150.0 million aggregate principal amount of 2.75% senior subordinated convertible notes due
2012 through a private placement to qualified institutional buyers in reliance on Rule 144A. The net proceeds to us were approximately $145.2 million, which was net of the initial purchasers discount of $4.5 million and approximately $0.3
million in legal, accounting and printing expenses. Costs relating to the issuances of these notes are being amortized over the term of the debt. The notes are unsecured and subordinated to all of our existing and future senior debt, equal in right
of payment with our existing and future senior subordinated debt, and senior in right of payment to our existing and future subordinated debt. We will pay interest semi-annually on May 16 and November 16 of each year. The notes are convertible, at
the option of the holder, at any time on or prior



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to maturity, into shares of our common stock. The notes are convertible at a conversion rate of 56.5475 shares of common
stock per $1,000 principal amount of notes, which is equal to an initial conversion price of approximately $17.68 per share. We have reserved 8,482,125 shares of authorized common stock for issuance upon conversion of the notes. We may redeem some
or all of the notes for cash at any time on or after May 20, 2009 at specified redemption prices, together with accrued and unpaid interest. A portion of the net proceeds from the offering were used to repurchase approximately $116.6 million
principal amount of our 4.75% convertible subordinated notes and to fund the interest escrow account of approximately $11.9 million which secures the first six interest payments due on the notes.



We have filed a shelf registration statement on Form S-3 with the Securities
and Exchange Commission for the resale of the notes and the common stock issuable upon conversion of the notes. Once the shelf registration statement is declared effective by the SEC, we have agreed to keep the shelf registration statement effective
until June 8, 2006. If we do not comply with these registration obligations, we will be required to pay liquidated damages to the holders of the notes or the common stock issuable upon conversion of the notes.



In May and June 2004, we repurchased approximately $116.6 million aggregate
principal amount of our outstanding 4.75% convertible subordinated notes due 2007. In connection with the repurchases we recorded a loss of approximately $3.3 million for the early extinguishment of debt, which included $1.6 million in unamortized
offering costs included in interest expense, and $1.7 million in premium payments above the principal value of the notes included in other expense, net. The repurchase was accounted for under FASB No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. As of September 30, 2004, we had approximately $79.6 million aggregate principal amount outstanding of the 4.75% convertible subordinated notes due 2007.



4. Stockholders Equity



On July 3, 2003, we entered into a new financing arrangement with Acqua
Wellington North American Equities Fund, Ltd., which provides that Acqua Wellington is committed to purchase up to $100.0 million or 5,686,324 shares of our common stock, whichever occurs first, over the 28-month term of this purchase agreement. In
September 2004, we sold 810,497 shares of our common stock to Acqua Wellington for net cash proceeds of approximately $10.0 million. As of September 30, 2004, we had issued 2,082,083 shares of our common stock to Acqua Wellington under this
financing arrangement for net cash proceeds of approximately $35.0 million.



5. Litigation



We and certain of our officers
and directors are named as defendants in a purported securities class action lawsuit filed in August 2003 in the United States District Court for the Northern District of California captioned Crossen v. CV Therapeutics, Inc., et al. The
lawsuit is brought on behalf of a purported class of purchasers of our securities, and seeks unspecified damages. As is typical in this type of litigation, several other purported securities class action lawsuits containing substantially similar
allegations have since been filed against the defendants, and we expect that additional lawsuits containing substantially similar allegations may be filed in the future. In November 2003, the court appointed a lead plaintiff, and in December 2003,
the court consolidated all of the securities class actions filed to date into a single action captioned In re CV Therapeutics, Inc. Securities Litigation. In January 2004, the lead plaintiff filed a consolidated complaint. We and the other
named defendants filed motions to dismiss the consolidated complaint in March 2004. In August 2004, these motions were granted in part and denied in part. The court granted the motions to dismiss by two individual defendants, dismissing both
individuals from the action with prejudice, but denied the motions to dismiss by the company and the two other individual defendants.



In addition, our directors and certain of our officers have been named as defendants in a derivative lawsuit filed in August 2003 in California Superior
Court, Santa Clara County, captioned Kangos v. Lange, et al., which names CV Therapeutics as a nominal defendant. The plaintiff in this action is one of our stockholders who seeks to bring derivative claims on behalf of the Company against
the defendants. The lawsuit alleges breaches of fiduciary duty and related claims on behalf of CV Therapeutics against the defendants. The lawsuit alleges breach of fiduciary duty and related claims based on purportedly misleading statements
concerning our New Drug Application for Ranexa.



As with any
litigation proceeding, we cannot predict with certainty the eventual outcome of pending litigation.



6. Subsequent Events



On or about November 9, 2004, we expect to sell 1,169,893 shares of our common stock to Acqua Wellington for net cash proceeds of approximately $20.0 million.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



This Managements Discussion and Analysis of Financial Condition and Results of Operations and other parts of this Report contain forward-looking
statements that involve risks and uncertainties. These statements relate to future events or our future clinical or product development, financial performance or regulatory review of our potential products. In some cases, you can identify
forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of those terms and other comparable terminology. If one or more of these risks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual results,
performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not limited to, those discussed in Risk Factors as well as such other risks and uncertainties detailed in our other Securities and Exchange Commission reports and
filings. We undertake no obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.



Overview



CV Therapeutics is a biopharmaceutical company focused on the discovery, development and commercialization of new small molecule drugs for the treatment
of cardiovascular diseases. Since our inception in December 1990, substantially all of our resources have been dedicated to research and development. To date, we have not generated any product revenues and do not expect to generate any product
revenues until we receive marketing approval and launch one of our products, if at all. Until that time, we expect our sources of revenues, if any, to consist of payments under corporate partnerships and interest income until one of our products
receives marketing approval, if at all. As of September 30, 2004, we had an accumulated deficit of $530.8 million. The process of developing and commercializing our products requires significant research and development, preclinical testing and
clinical trials, manufacturing arrangements as well as marketing approvals. These activities, together with our sales and marketing expenses and our general and administrative expenses, are expected to result in substantial operating losses for the
foreseeable future. We will not receive product revenues unless and until we or our collaborative partners complete clinical trials, obtain marketing approval, and successfully commercialize one or more of our products. We have not received any
product approvals from any regulatory authorities in the United States or any foreign jurisdiction for the commercial sale of any of our products, and none of our products have been determined to be safe or effective in humans for any use.



Ranexa, our lead clinical development drug candidate, is a
small-molecule drug in tablet form that, if approved by the FDA, could be used for the potential treatment of chronic angina. Chronic angina is a debilitating heart condition that is usually characterized by repeated and sometimes unpredictable
attacks of chest pain. Unlike current anti-anginal drug therapies, Ranexa appears to exert its anti-anginal activity without depending on reductions in heart rate or blood pressure. If approved by the FDA, Ranexa would represent the first new class
of anti-anginal therapy in the United States in more than 25 years. In December 2002, we submitted a New Drug Application (NDA) for Ranexa to the United States Food and Drug Administration (FDA) for the potential treatment of chronic angina. An NDA
is a filing made by a drug sponsor for marketing approval of a product in the United States. On October 30, 2003, the FDA sent us an approvable letter indicating that Ranexa is approvable, that there is evidence that Ranexa is an effective
anti-anginal, and that additional clinical information is needed prior to approval. On December 9, 2003, the Cardiovascular and Renal Drugs Advisory Committee, which is an advisory committee to the FDA, discussed a range of issues relating to the
review of Ranexa, without voting on whether or not to recommend approval of the product or any other matters presented to it.



On June 2, 2004, we announced that we and the FDA had reached written agreement on a protocol for a clinical trial (called ERICA) of Ranexa which, if
successful, could support the approval of Ranexa for the treatment of chronic angina in a restricted patient population. This agreement was reached under the FDAs special protocol assessment (SPA) process. On October 26, 2004, we announced
that since the study began in August 2004, the study had enrolled 372 of the approximately 500 patients expected to be enrolled. Should this rate of enrollment continue, we expect that patient enrollment should be completed by the end of the first
quarter of 2005 and data could then be available late in the second quarter or early in the third quarter of 2005.



On July 29, 2004 we announced that we had reached written agreement with the FDA on a protocol for an additional clinical trial (called MERLIN-TIMI 36) of
Ranexa, which could support potential approval of Ranexa as first-line therapy for patients suffering from chronic angina, and could also result in approval for treatment of acute coronary syndromes (ACS) and for long-term prevention of ACS. This
agreement was also reached under the FDAs SPA process. On October 11, 2004, we announced that we had initiated enrollment in MERLIN-TIMI 36. In addition, we may also conduct one or more additional clinical trials of Ranexa over time.



In addition, in March 2004, we filed a Marketing Approval
Application (MAA) seeking approval of ranolazine for the treatment of chronic angina with the European Medicines Agency (EMA), through its centralized application procedure. An MAA is a filing made by a drug sponsor for marketing approval of a
product in the European Union. To support current and potential activities in



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Europe, we have established a European subsidiary in the United Kingdom, which has as its primary function the evaluation
of commercialization opportunities for ranolazine and our other product candidates in Europe.



We currently have three other clinical development drug candidates. Regadenoson is an A2A-adenosine receptor agonist, for potential use as a pharmacologic agent in cardiac perfusion imaging studies. Tecadenoson is an A1-adenosine receptor agonist for the potential reduction of rapid heart rate during atrial arrhythmias. Adentri, an A1-adenosine receptor antagonist for the potential treatment of acute and chronic heart failure, is licensed to Biogen, Inc. (now Biogen Idec Inc.). In addition, we have several ongoing research and
preclinical development programs designed to bring additional drug candidates into human clinical testing.



We are subject to risks common to biopharmaceutical companies, including risks inherent in our research, development and commercialization efforts,
preclinical testing, clinical trials, uncertainty of regulatory approvals, reliance on collaborative partners, enforcement of patent and proprietary rights, the need for future capital, potential competition, use of hazardous materials and retention
of key employees. 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 the efficacy and safety of our product candidate to the
satisfaction of regulatory authorities, obtain marketing approval, enter into manufacturing, distribution and marketing arrangements, obtain market acceptance and, in many cases, obtain adequate reimbursement from government and private insurers. We
cannot provide assurance that we will generate revenues or achieve and sustain profitability in the future.



Critical Accounting Policies and the Use of Estimates



We believe the following critical accounting policies presently involve our more significant judgments, assumptions and estimates used in the preparation of our consolidated financial statements:



Valuation of Marketable Securities



We invest our excess cash balances primarily in short-term and long-term
marketable debt securities for use in current operations. Accordingly, we have classified all investments as short term, even though the stated maturity date may be one year or more beyond the current balance sheet date. Available-for-sale
securities are carried at fair value, with unrealized gains and losses reported in stockholders equity as a component of other comprehensive income (loss). Realized gains and losses are included in interest income. Estimated fair value is
based upon quoted market prices for these or similar instruments.



Revenue Recognition



Revenue under our
collaborative research arrangement is recognized based on the performance requirements of the contract. Amounts received under such arrangements consist of up-front license, periodic milestone payments and reimbursements for research activities.
Up-front or milestone payments which are still subject to future performance requirements are recorded as deferred revenue and are amortized over the performance period. The performance period is estimated at the inception of the arrangement and is
periodically reevaluated. The reevaluation of the performance period may shorten or lengthen the period during which the deferred revenue is recognized. We evaluate the appropriate period based on research progress attained and events such as
changes in the regulatory and competitive environment. Revenues related to substantive, at-risk milestones are recognized upon achievement of the scientific or regulatory event specified in the underlying agreement. Revenues for research activities
are recognized as the related research efforts are performed.



Research and Development Expenses and Accruals



Research and development expenses include personnel and facility-related expenses, outside contract services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services. Research
and development costs are expensed as incurred. In instances where we enter into agreements with third parties for clinical trials, manufacturing and process development, research and other consulting activities, costs are expensed upon the earlier
of when non-refundable amounts are due or as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones
or receipt of deliverables.



Our cost accruals for clinical
trials are based on estimates of the services received and efforts expended pursuant to contracts with numerous clinical trial centers and clinical research organizations. In the normal course of business we contract with third parties to perform
various clinical trial activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under
the contracts depend on factors such as the achievement of certain events, the successful accrual of patients, the completion of portions of the clinical trial or similar conditions. The objective of our accrual policy is to match the recording of
expenses in our financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical trials are recognized based on our estimate of the degree of completion of the event or events specified in the
specific clinical study or trial contract.



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Results of Operations



Collaborative Research Revenues. Collaborative research revenues increased to $5.6 million for the quarter ended September 30, 2004, compared to
$2.2 million for the quarter ended September 30, 2003. Collaborative research revenues increased to $12.8 million for the nine-month period ended September 30, 2004, compared to $5.7 million for the nine-month period ended September 30, 2003. The
increases in the three and nine-month periods of 2004 compared to 2003 were due to greater reimbursable development costs related to our collaboration with Fujisawa Healthcare, Inc. for the development of regadenoson.



Research and Development Expenses. Research and development expenses
increased to $27.7 million for the quarter ended September 30, 2004, compared to $19.5 million for the quarter ended September 30, 2003. The increase was primarily due to increased contract service expenses for the initiation of additional Phase III
Ranexa studies and two ongoing Phase III regadenoson studies. Research and development expenses increased to $75.7 million for the nine-month period ended September 30, 2004, compared to $53.6 million for the nine-month period ended September 30,
2003. The increase was primarily due to increased outside contract service expenses for the initiation of additional Phase III Ranexa studies and two ongoing Phase III regadenoson studies as well as a small increase in associated research and
development headcount. We expect research and development expenses to increase in the future as we further expand product development efforts.



Management categorizes its research and development expenses by project. The table below shows research and development expenses for our two clinical
primary clinical development programs, Ranexa and regadenoson, as well as expenses associated with all other projects in our research and development pipeline. Other projects consists primarily of numerous pre-clinical research projects, none of
which individually constitutes more than 10% of our total research and development expenses for the periods presented.



|                               |  |                                 |        |                                |   |        |  |      |        |  |   |       
|------------------------------ |  | ------------------------------- | ------ | ------------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|(in thousands)                 |  | Three months endedSeptember 30, |        | Nine months endedSeptember 30,
|                               |  | 2003                            |        | 2004                           |   | 2003   |  | 2004
|Ranexa                         |  | $                               | 11,301 |                                | $ | 14,578 |  | $    | 29,872 |  | $ | 39,294
|Regadenoson                    |  |                                 | 3,275  |                                |   | 7,478  |  |      | 8,151  |  |   | 19,363
|Other projects                 |  |                                 | 4,884  |                                |   | 5,676  |  |      | 15,527 |  |   | 17,034
|                               |  |                                 |        |                                |   |        |  |      |        |  |   |       
|Total research and development |  | $                               | 19,460 |                                | $ | 27,732 |  | $    | 53,550 |  | $ | 75,691
|                               |  |                                 |        |                                |   |        |  |      |        |  |   |       



Sales and Marketing
Expenses. Sales and marketing expenses decreased to $4.5 million for the quarter ended September 30, 2004, compared to $9.5 million for the quarter ended September 30, 2003. The decrease was primarily due to a non-cash expense of approximately
$3.7 million, which was charged to sales and marketing during the quarter ended September 30, 2003 as a result of the warrant issued to Quintiles for 200,000 shares of our common stock in conjunction with modifying our commercialization agreement
for Ranexa with Quintiles, and decreased expenses associated with pre-commercialization activities, including expenses for marketing planning and communications. Sales and marketing expenses were $15.0 million for the nine-month period ended
September 30, 2004, essentially unchanged compared to $15.5 million for the nine-month period ended September 30, 2003. We do not expect our sales and marketing expenses to significantly increase until we launch our first product.



General and Administrative Expenses.General and administrative
expenses increased to $5.2 million for the quarter ended September 30, 2004, compared to $4.8 million for the quarter ended September 30, 2003. General and administrative expenses increased to $16.3 million for the nine-month period ended September
30, 2004, compared to $12.8 million for the nine-month period ended September 30, 2003. The increases in the three and nine-month periods of 2004 compared to 2003 were primarily due to additional headcount expenses. We expect general and
administrative expenses to increase in the future in line with our research, development and pre-commercialization activities.



Interest Income. Interest income decreased to $1.9 million for the quarter ended September 30, 2004, compared to $2.4 million for the quarter ended
September 30, 2003. Interest income decreased to $5.3 million for the nine-month period ended September 30, 2004, compared to $8.8 million for the nine-month period ended September 30, 2003. The decreases were primarily due to losses recognized on
sales of marketable securities in the three and nine-month periods ended September 30, 2004, compared to gains recognized on sales of marketable securities in the three and nine-month periods ended September 30, 2003. We expect that interest income
will continue to fluctuate in the future with changes in average investment balances, market interest rates and gains or losses recognized from the sale of securities.



Interest Expense.Interest expense decreased to $2.9 million for the quarter ended September 30, 2004, compared to
$3.2 million for the quarter ended September 30, 2003. Interest expense increased to $10.7 million for the nine-month period ended September 30, 2004, compared to $8.4 million for the nine-month period ended September 30, 2003. The decrease for the
three-month period was primarily due to the repurchase and subsequent retirement of $116.6 million of our previously issued 4.75% subordinated convertible notes due 2007, partially offset by the issuance of $150.0 million of our 2.75% senior
subordinated convertible notes due 2012 during



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the quarter ended June 30, 2004. The increase for the nine-month period was primarily due to the write-off of debt
issuance costs from the repurchase of some of our previously issued 4.75% subordinated convertible notes and the amortization of debt issuance costs and interest associated with the June 2003 issuance of our 2.0% senior subordinated convertible
debentures. For the quarter ended September 30, 2004, our 4.75% convertible subordinated notes, 2.0% senior subordinated convertible debentures and 2.75% senior subordinated convertible notes accounted for $0.9 million, $0.5 million and $1.0
million, respectively, of the interest expense in such quarter. We expect that interest expense will continue to fluctuate in the future with average debt balances.



Other Expense, net.Other expense, net increased to $1.7 million for the nine-month period ended September 30, 2004,
compared to $113,000 for the nine-month period ended September 30, 2003, primarily due to the premium paid above the principal value of approximately $1.7 million for the repurchase of some of the 4.75% subordinated convertible notes due 2007.



Liquidity and Capital Resources



We have financed our operations since inception primarily through private
placements and public offerings of debt and equity securities, equipment and leasehold improvement financing, other debt financing and payments under corporate collaborations. For at least the next 12 months, we expect to be able to fund our current
operations from our cash, cash equivalents and marketable securities, which totaled $400.9 million as of September 30, 2004.



As of September 30, 2004, we had $400.9 million in cash, cash equivalents and marketable securities, as compared to $430.1 million at December 31, 2003.
Net cash used in operating activities was $93.6 million for the nine-month period ended September 30, 2004, and resulted primarily from operating losses adjusted for non-cash expenses and changes in restricted cash and accrued and other liabilities.



Net cash provided by investing activities of $22.5 million in
the nine-month period ended September 30, 2004 consisted primarily of sales and maturities of marketable securities of $311.0 million, partially offset by purchases of marketable securities of $286.9 million and capital expenditures of $1.9 million.
Marketable securities decreased by $32.7 million in the nine-month period ended September 30, 2004.



Net cash provided by financing activities of $74.6 million in the nine-month period ended September 30, 2004 was primarily due to net proceeds of
approximately $145.1 million from the issuance of the 2.75% senior subordinated convertible notes, $20.0 million from the sale of 1,494,594 shares of common stock under our financing arrangement with Acqua Wellington and net proceeds of
approximately $25.0 million from the sale of 1,609,186 shares of common stock under the Common Stock Purchase Agreement with Mainfield Enterprises, Inc., partially offset by the repurchase of approximately $116.6 million principal amount of our
4.75% senior subordinated convertible notes.



For the
nine-month period ended September 30, 2004, we invested $1.9 million in property and equipment with the rate of investment having increased in line with increased research and development efforts. We expect to continue to make investments in
property and equipment to support our growth.



Debt
Financing



In March 2000, we completed a private placement
of $196.3 million aggregate principal amount of 4.75% convertible subordinated notes due March 7, 2007. The notes are unsecured and subordinated in right of payment to all existing and future senior debt, as defined in the indenture governing the
notes. Interest on the notes accrues at a rate of 4.75% per year, subject to adjustment in certain circumstances. We pay interest semi-annually on March 7 and September 7 of each year. The initial conversion rate, which is subject to adjustment in
certain circumstances, is 15.6642 shares of common stock per $1,000 principal amount of notes. This is equivalent to an initial conversion price of $63.84 per share. We may, at our option, redeem all or a portion of the notes at any time at
pre-determined prices from 102.036% to 100.679% of the face value of the notes per $1,000 of principal amount, plus accrued and unpaid interest to the date of redemption. In May and June 2004, we repurchased approximately $116.6 million of our
outstanding 4.75% convertible subordinated notes due 2007. In connection with the repurchases we recorded a loss of approximately $3.3 million for the early extinguishment of debt, which included $1.6 million in unamortized offering costs included
in interest expense and $1.7 million in premium payments above the principal value of the notes included in other expense, net. As of September 30, 2004, we had approximately $79.6 million aggregate principal amount outstanding of the 4.75%
convertible subordinated notes due 2007.



In June 2003, we
completed a private placement of $100.0 million aggregate principal amount of 2.0% senior subordinated convertible debentures due May 16, 2023. The holders of the debentures may require us to purchase all or a portion of their debentures on May 16,
2010, May 16, 2013 and May 16, 2018, in each case at a price equal to the principal amount of the debentures to be purchased, plus accrued and unpaid interest, if any, to the purchase date. The debentures are unsecured and subordinated in right of
payment to all existing and future senior debt, as defined in the indenture governing the debentures, equal in right of payment to our future senior subordinated debt and senior in right of payment to our existing and future subordinated debt. We
pay interest semi-annually on May 16 and November 16 of each year. The initial conversion rate, which is subject to adjustment in certain



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circumstances, is 21.0172 shares of common stock per $1,000 principal amount of debentures. This is equivalent to an
initial conversion price of $47.58 per share. We may, at our option, redeem all or a portion of the debentures at any time on or after May 16, 2006 at pre-determined prices from 101.143% to 100.000% of the face value of the debentures per $1,000 of
principal amount, plus accrued and unpaid interest to the date of redemption.



In May and June 2004, we sold $150.0 million aggregate principal amount of 2.75% senior subordinated convertible notes due 2012 through a private placement to qualified institutional buyers in reliance on Rule 144A.
The notes are unsecured and subordinated to all of our existing and future senior debt, equal in right of payment with our existing and future senior subordinated debt, and senior in right of payment to our existing and future subordinated debt. We
will pay interest semi-annually on May 16 and November 16 of each year. The notes are convertible, at the option of the holder, at any time on or prior to maturity, into shares of our common stock. The notes are convertible at a conversion rate of
56.5475 shares of common stock per $1,000 principal amount of notes, which is equal to an initial conversion price of approximately $17.68 per share. We may redeem some or all of the notes for cash at any time on or after May 20, 2009 at specified
redemption prices, together with accrued and unpaid interest to the date of redemption.



We have filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission for the resale of the notes and the common stock issuable upon conversion of the notes. Once the shelf registration
statement is declared effective by the SEC, we have agreed to keep the shelf registration statement effective until June 8, 2006. If we do not comply with these registration obligations, we will be required to pay liquidated damages to the holders
of the notes or the common stock issuable upon conversion of the notes.



We may from time to time seek to retire our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any,
will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Alternatively, we may from time to time seek to restructure our outstanding debt through
exchanges for new debt securities in open market transactions, privately negotiated transactions, or otherwise. The amounts involved may be material.



Equity Lines of Credit



In August 2000, we entered into a financing arrangement with Acqua Wellington to purchase our common stock. As of April 4, 2003, we and Acqua Wellington
mutually agreed to terminate the financing arrangement in accordance with the terms of the purchase agreement. Under the purchase agreement, as amended, we had the ability to sell up to $149.0 million of our common stock to Acqua Wellington through
December 2003. Applicable Nasdaq National Market rules limited the number of shares of common stock that we could issue under our purchase agreement with Acqua Wellington to approximately 3,703,000 shares. Since we effectively reached the Nasdaq
limit, as of April 4, 2003, the purchase agreement was terminated in accordance with its terms. Through April 4, 2003, we issued an aggregate of 3,687,366 shares of common stock in exchange for aggregate net cash proceeds of $113.7 million under
this arrangement.



In July 2003, we entered into a new
financing arrangement with Acqua Wellington to purchase our common stock. Under the new purchase agreement, we have the ability to sell up to $100.0 million of our common stock, or 5,686,324 shares of our common stock, whichever occurs first, to
Acqua Wellington through November 2005. The purchase agreement provides that from time to time, in our sole discretion, we may present Acqua Wellington with draw down notices constituting offers to sell our common stock for specified total proceeds
over a specified trading period. Once presented with a draw down notice, Acqua Wellington is required to purchase a pro rata portion of shares of our common stock as allocated on each trading day during the trading period on which the daily volume
weighted-average price for our common stock exceeds a threshold price that we have determined and stated in the draw down notice. The per share price then equals the daily volume weighted-average price on each date during the pricing period, less a
3.8% to 5.8% discount (based on our market capitalization). However, if the daily volume weighted-average price falls below the threshold price on any day in the pricing period, Acqua Wellington is not required to purchase the pro rata portion of
shares allocated to that day, but may elect to buy that pro rata portion of shares at the threshold price less the applicable 3.8% to 5.8% discount. Upon each sale of our common stock to Acqua Wellington under the purchase agreement, we have also
agreed to pay Reedland Capital Partners, an institutional division of Financial West Group, Member NASD/SIPC, a placement fee equal to one fifth of one percent of the aggregate dollar amount of common stock purchased by Acqua Wellington.



Further, if during a draw down pricing period we enter into an agreement
with a third party to issue common stock or securities convertible into common stock (excluding stock or options granted pursuant to our stock option, stock purchase or shareholder rights plans, common stock or warrants issued in connection with
licensing agreements and/or collaborative agreements and warrants issued in connection with equipment financings) at a net discount to the then current market price, if we issue common stock with warrants (other than as provided in the prior
parenthetical), or if we implement a mechanism for the reset of the purchase price of our common stock below the then current market price, then Acqua Wellington may elect to purchase the shares so requested by us in the draw down notice at the
price established pursuant to the prior paragraph, to purchase such shares at the third partys price, net of discount or fees, or to not purchase our common stock during that draw down pricing period.



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The purchase agreement also provides that from time to time, in our sole discretion, we may grant Acqua
Wellington a right to exercise one or more call options to purchase additional shares of our common stock during a drawn down pricing period, in an amount and for a threshold price that we determine and state in the draw down notice. However, the
total call amount for any given draw down cannot exceed a specified maximum amount, and the amount of proceeds we may receive by exercise of a call option for any given trading day is also limited. If Acqua Wellington exercises the call option, we
are obligated to issue and sell the shares of our common stock subject to the call option at a price equal to the greater of the daily volume weighted-average price of our common stock on the day Acqua Wellington exercises its call option, or the
threshold price for the call option that we determine, less a 3.8% to 5.8% discount (based on our market capitalization).



The combined total value of shares that we have the ability to sell to Acqua Wellington through draw downs and call option exercises under the financing
arrangement cannot exceed $100.0 million or 5,686,324 shares of our common stock, whichever occurs first. As of September 30, 2004, we have issued 2,082,083 shares of our common stock to Acqua Wellington under this financing arrangement for net cash
proceeds of approximately $35.0 million.



Risks and
Uncertainties Related to Our Product Development Efforts and Future Capital Requirements



According to industry statistics, it generally takes 10 to 15 years to research, develop and bring to market a new prescription medicine in the United States. Drug development in the U.S. is a process that includes
multiple steps defined by the FDA under applicable statutes, regulations and guidance documents. After the pre-clinical research process of identifying, selecting and testing in animals a potential pharmaceutical compound, the clinical development
process begins with the filing of an IND or equivalent foreign filing. If successful, an IND allows clinical study of the potential new medicine. Clinical development typically involves three phases of study: Phase I, II and III. The most
significant costs associated with clinical development are usually for Phase III trials, which tend to be the longest and largest studies conducted during the drug development process. After the completion of a successful preclinical and clinical
development program, an NDA must be filed with the FDA, which includes among other things very large amounts of preclinical and clinical data and results and manufacturing-related information necessary to support requested approval of the product.
The NDA must be reviewed by the FDA, and the review and approval process is often uncertain, time-consuming and costly. In light of the steps and complexities involved, the successful development of our products is highly uncertain. Actual product
timelines and costs are subject to enormous variability and are very difficult to predict, as our clinical development programs are updated and changed to reflect the most recent clinical and preclinical data and other relevant information. In
addition, various statutes and regulations also govern or influence the manufacturing, safety reporting, labeling, storage, recordkeeping and marketing of each product. The lengthy process of seeking these regulatory reviews and approvals, and the
subsequent compliance with applicable statutes and regulations, require the expenditure of substantial resources. Any failure by us to obtain, or any delay in obtaining, regulatory approvals for our potential products could materially adversely
affect our business.



Conducting clinical trials and obtaining
regulatory approval are lengthy, time-consuming and expensive processes. Before obtaining regulatory approvals for the commercial sale of any products, we must demonstrate to regulatory authorities through preclinical testing and clinical trials
that our product candidates are safe and effective for use in humans. We will continue to incur substantial expenditures for, and devote a significant amount of time to, preclinical testing and clinical trials. The amounts of the expenditures that
will be necessary to execute our business plan are subject to numerous uncertainties that may adversely affect our liquidity and capital resources to a significant extent.



We may require substantial additional funding in order to complete our research and development activities and commercialize
any potential products. For at least the next 12 months, we expect to be able to fund our current operations from our cash, cash equivalents and marketable securities, which totaled $400.9 million as of September 30, 2004. However, we cannot assure
you that we will not require additional funding prior to then or that additional financing will be available on acceptable terms or at all.



Our future capital requirements will depend on many factors, including scientific progress in our research, development and commercialization programs,
the size and complexity of these 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 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, development or commercialization programs, to
lose rights under existing licenses or to relinquish greater or all rights to product candidates on less favorable terms than we would otherwise choose, or may adversely affect our ability to operate as a going concern. If we issue equity securities
to raise additional funds, substantial dilution to existing stockholders may result.



The significant amounts of capital that we are spending to provide and/or enhance infrastructure, headcount and inventory in preparation for the potential launch of Ranexa could be lost if we do not receive United
States marketing approval for Ranexa. Our Ranexa commercialization efforts include building our sales and marketing infrastructure, increasing our marketing communications efforts, and planning for the hiring and training of a national sales force.
We have spent approximately $49.8 million on these



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activities from January 1, 2002 through September 30, 2004. If the FDA does not approve Ranexa, these expenditures and
any future commitments of capital could be lost. The loss of this investment may harm our business, increase our cash requirements, increase the volatility of our stock price and result in additional operating losses. In addition, if FDA approval of
Ranexa is delayed, we will incur additional commercialization expenses at a later date to prepare for a delayed launch of Ranexa. If the FDA does approve Ranexa, we expect that our operating expenses will increase substantially in connection with
the market launch of the product.



We cannot be certain that we
will ever achieve and sustain profitability. Since our inception, we have been engaged in research, development and pre-commercialization activities. We have generated no product revenues, and must receive regulatory approval for the marketing of a
product in a given jurisdiction before we can begin marketing any product and generating any product revenues. As of September 30, 2004, we had an accumulated deficit of $530.8 million. The process of developing and commercializing our products
requires significant research and development work, preclinical testing and clinical trials, as well as regulatory approvals and marketing and sales efforts. These activities, together with our general and administrative expenses, are expected to
result in operating losses for the foreseeable future. Even if we are able to obtain marketing approvals and generate product revenues, we may not achieve profitability.



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Risk Factors



None of our products have been approved by any regulatory authorities and we have never generated any revenues from the commercial sale of our products.



Since our inception in 1990, we have dedicated
substantially all of our resources to research and development. We have not received any product approvals from any regulatory authorities in the United States or any foreign jurisdiction for the commercial sale of any of our products, and none of
our products have been determined to be safe or effective in humans for any use. All of our product candidates are either in clinical trials under an Investigational New Drug application, which is a regulatory filing made by a drug sponsor to the
FDA prior to beginning human clinical testing in the United States, or applicable submissions to foreign regulatory authorities, or are in preclinical or earlier research and development. Because none of our potential products have been approved by
any regulatory authorities, we have not generated any product revenues to date, and do not expect to generate any product revenues until we receive marketing approval and launch one of our products, if at all.



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 to regulatory authorities through preclinical testing and clinical trials that our product candidates are safe and effective for use in
humans. We will continue to incur substantial expense for, and devote a significant amount of time to, preclinical testing and clinical trials.



Drug discovery methods based upon molecular cardiology are relatively new. We cannot be certain that these methods will lead to commercially viable
pharmaceutical products. In addition, some of our compounds within our adenosine receptor research, cardiac metabolism, atherosclerosis, vascular stenosis and cardiovascular genomics programs are in the early stages of research and development. We
have not submitted Investigational New Drug applications or commenced clinical trials for these new compounds. We cannot be certain when these clinical trials will commence, if at all. Because these compounds are in the early stages of product
development, we could abandon further development efforts before they reach clinical trials.



We cannot be certain that any of our product development efforts will be completed or that any of our products will be shown to be safe and effective. Regulatory authorities have broad discretion to interpret safety
and efficacy data in granting approval and making other regulatory decisions. Even if we believe that a product is safe and effective, we cannot assure you that regulatory authorities will interpret the data in the same way and 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.



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, development and pre-commercialization activities. We have generated no product revenues, and must receive regulatory approval for the marketing of a product in a given jurisdiction before we can begin marketing and generating any product
revenues. As of September 30, 2004, we had an accumulated deficit of $530.8 million. The process of developing and commercializing our products requires significant research and development work, preclinical testing and clinical trials, as well as
regulatory approvals and marketing and sales efforts. These activities, together with our general and administrative expenses, are expected to result in operating losses for the foreseeable future. Even if we are able to obtain marketing approvals
and generate product revenues, we may not achieve profitability.



If we are
unable to secure additional financing, we may be unable to complete our research and development activities or successfully commercialize any of our products.



We may require substantial additional funding in order to complete our research and development activities and commercialize
any of our products. In the past, we have financed our operations primarily through the sale of equity and debt securities, payments from our collaborators, equipment and leasehold improvement financing and other debt financing. We have generated no
product revenue and do not expect to do so until we receive marketing approval and launch one of our products, if at all. We currently estimate that our total operating expenses for the second half of 2004 will be approximately $75 million to $80
million. Based on our third quarter of 2004 operating expenses of $37.4 million and the acceleration of our potentially approval-enabling clinical trial of Ranexa, we expect operating expenses for the second half of 2004 to be at the high end of
this range. For at least the next 12 months, we expect to be able to fund our current operations from cash, cash equivalents and marketable securities, which totaled $400.9 million as of September 30, 2004. However, we may require additional funding
prior to that time.



Our need for additional funding will
depend on many factors, including, without limitation:



| |  | the amount of revenue, if any, that we are able to obtain from any approved products, and the time and costs required to achieve those revenues;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the timing, scope and results of preclinical studies and clinical trials;
| | - | -------------------------------------------------------------------------



| |  | the size and complexity of our programs;
| | - | ----------------------------------------



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| |  | the time and costs involved in obtaining regulatory approvals;
| | - | --------------------------------------------------------------



| |  | the cost of launching our products;
| | - | -----------------------------------



| |  | the costs of commercializing our products, including marketing, promotional and sales costs;
| | - | --------------------------------------------------------------------------------------------



| |  | the cost of manufacturing or obtaining preclinical, clinical and commercial materials;
| | - | --------------------------------------------------------------------------------------



| |  | our ability to establish and maintain corporate partnerships;
| | - | -------------------------------------------------------------



| |  | competing technological and market developments;
| | - | ------------------------------------------------



| |  | the costs involved in filing, prosecuting and enforcing patent claims; and
| | - | --------------------------------------------------------------------------



| |  | scientific progress in our research and development programs.
| | - | -------------------------------------------------------------



Additional financing may not be available on acceptable terms or at all. If we are unable to raise additional funds, we may, among other things:



| |  | have to delay, scale back or eliminate some or all of our research and/or development programs;
| | - | -----------------------------------------------------------------------------------------------



| |  | have to delay, scale back or eliminate some or all of our commercialization activities;
| | - | ---------------------------------------------------------------------------------------



| |  | lose rights under existing licenses;
| | - | ------------------------------------



| |  | have to relinquish more of, or all of, our rights to product candidates on less favorable terms than we would otherwise seek; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| |  | be unable to operate as a going concern.
| | - | ----------------------------------------



If additional funds are raised by issuing equity securities, our existing stockholders will experience dilution. There may be additional factors that
could affect our need for additional financing. Many of these factors are not within our control.



Any delay in the development of any of our products will harm our business.



All of our products require development, preclinical studies and/or clinical trials, and will require regulatory review and approval prior to
commercialization. Any delays in the development of our products would delay our ability to seek and obtain regulatory approvals, increase our cash requirements, increase the volatility of our stock price and result in additional operating losses.
One potential cause of a delay in product development is a delay in clinical trials. Many factors could delay completion of our clinical trials, including, without limitation:



| |  | slower than anticipated patient enrollment;
| | - | -------------------------------------------



| |  | difficulty in obtaining sufficient supplies of clinical trial materials; and
| | - | ----------------------------------------------------------------------------



| |  | adverse events occurring during the clinical trials.
| | - | ----------------------------------------------------



We may be unable to maintain our proposed schedules for Investigational New Drug and equivalent foreign applications and clinical protocol submissions to
the FDA and other regulatory agencies, and our proposed schedules for initiation and completion of clinical trials, as a result of FDA or other regulatory action or other factors such as lack of funding or complications that may arise in any phase
of a clinical trial program.



Furthermore, even if our clinical
trials occur on schedule, the results may differ from those obtained in preclinical studies and earlier clinical trials. Clinical trials may not demonstrate sufficient safety or efficacy to obtain the necessary regulatory approvals.



All of our products require regulatory review and approval prior to commercialization. Any
delay in the regulatory review or approval of any of our products will harm our business.



All of our products require regulatory review and approval prior to commercialization. Any delays in the regulatory review or approval of our products would delay market launch, increase our cash requirements,
increase the volatility of our stock price and result in additional operating losses.



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 may not be able to maintain our proposed schedules for the submission of an NDA, an MAA or other foreign applications for any of our products. If we submit an NDA
to the FDA seeking marketing approval for any of our



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products, the FDA must decide whether to either accept or reject the submission for filing. We cannot be certain that any
of our NDA submissions will be accepted for filing and reviewed by the FDA, or that our MAA submissions to European regulatory authorities or any other marketing applications submitted to other foreign authorities will be accepted for filing and
review by those authorities. We cannot be certain that we will be able to respond to any regulatory requests during the review period in a timely manner without delaying potential regulatory action. We also cannot be certain that any of our products
under development will receive a favorable recommendation from any FDA or foreign regulatory advisory committees or bodies or be approved for marketing by the FDA or foreign regulatory authorities. Even if marketing approval of a product is granted
in any jurisdiction, we cannot be certain that we will be able to obtain the labeling claims necessary or desirable for the promotion of the product. In addition, delays in approvals or rejections of marketing applications may be based upon many
factors, including regulatory requests for additional analyses, reports, data and/or studies, regulatory questions regarding data and results, changes in regulatory policy during the period of product development and/or the emergence of new
information regarding our products or other products.



For
example, in December 2002, we submitted an NDA for Ranexa to the FDA for the potential treatment of chronic angina. On October 30, 2003, we received an approvable letter from the FDA for the Ranexa NDA. In the approvable letter, the FDA indicated
that Ranexa is approvable, that there is evidence that Ranexa is an effective anti-anginal, and that additional clinical information is needed prior to approval. On December 9, 2003, the Cardiovascular and Renal Drugs Committee of the FDA discussed
a range of issues relating to the review of Ranexa for the treatment of chronic angina, without voting on whether or not to approve the product or any other matters presented to it. Since that time, we have been advised by the FDA that the potential
issue raised in the approvable letter relating to testicular toxicity has been resolved. On June 2, 2004, we announced that we had reached written agreement with the FDA on a protocol for a clinical trial of Ranexa which, if successful, could
support the approval of Ranexa for the treatment of chronic angina in a restricted patient population, which we expect would be only a portion of the overall angina patient population. This agreement was reached under the FDAs special protocol
assessment, or SPA, process. Approximately 500 patients will be enrolled in this trial, and should the current rate of enrollment of this trial continue, we expect that enrollment should be completed by the first quarter of 2005, which could allow
for a potential approval of Ranexa in the first half of 2006 in the United States. However, if study completion is delayed, or if the FDA ultimately determines that any new data are insufficient for approval, we expect that any potential approval of
Ranexa in the United States would be substantially delayed or could be prevented altogether. On July 29, 2004 we announced that we had reached written agreement with the FDA on a protocol for an additional clinical trial of Ranexa, which could
support potential approval of Ranexa as first-line therapy for patients suffering from chronic angina, and could also result in approval for treatment of ACS and for long-term prevention of ACS. This agreement was reached under the FDAs SPA
process. Approximately 5,500 patients will be enrolled, and the studys duration is event-driven. Based on historical clinical trial information from the TIMI Study Group, which is conducting the study, we believe that preliminary data from the
study could be available by the end of 2006. As part of this SPA agreement, we must also perform a separate dosing evaluation to support use of Ranexa as first-line therapy.



The FDAs SPA process creates a binding written agreement between the sponsoring company and the FDA regarding clinical
trial design, clinical endpoints, study conduct, data analyses and other clinical trial issues. It is intended to provide assurance that if pre-specified trial results are achieved, they may serve as the primary basis for an efficacy claim in
support of an NDA. In general, these assessments are considered binding on the FDA as well as the sponsoring company unless public health concerns unrecognized at the time the SPA is entered into become evident or other new scientific concerns
regarding product safety or efficacy arise. Even after an SPA is finalized, the SPA may be changed by the sponsor company or the FDA on written agreement of both parties. If the sponsor company fails to comply with the agreed upon trial protocols,
the SPA will not be binding on the FDA.



In addition to the
Ranexa NDA in the United States, we have filed an MAA seeking marketing approval for ranolazine for the treatment of chronic angina with the European Medicines Agency, or EMA. We intend to file applications for regulatory approval of our products in
various foreign jurisdictions from time to time in the future. However, we have not received any regulatory approvals in any foreign jurisdiction for the commercial sale of any of our products.



Data obtained from preclinical and clinical activities are subject to
different interpretations, which could delay, limit or prevent regulatory review or approval of any of our products. For example, some drugs that prolong the QT interval, which is a measurement of specific electrical activity in the heart as
captured on an electrocardiogram, carry an increased risk of serious cardiac rhythm disturbances, or arrhythmias, while other drugs that prolong the QT interval do not carry an increased risk of arrhythmias. Small but statistically significant mean
increases in the QT interval were observed in clinical trials of Ranexa. QT interval measurements are not precise and there are different methods of calculating the corrected QTc interval, which is the QT interval as adjusted for heart rate. This
uncertainty in the measurement and calculation of the QT and QTc intervals can lead to different interpretations of these data. The clinical significance of the changes in QTc interval observed in clinical trials of Ranexa remains unclear, and other
clinical and preclinical data do not suggest that Ranexa significantly pre-disposes patients to arrhythmias. Regulatory authorities may interpret the Ranexa data differently, which could delay, limit or prevent regulatory approval of Ranexa. For
example, in its October 30, 2003 approvable letter relating to the NDA for Ranexa, the FDA indicated that additional clinical information is needed prior to approval, in part because of the FDAs concern regarding safety in light of the effect
of Ranexa to prolong the QTc interval.



Similarly, as a routine
part of the evaluation of any potential drug, clinical studies are generally conducted to assess the potential for drug-drug interactions that could impact potential product safety. While we believe that the interactions between Ranexa and other
drugs have been well characterized as part of our clinical development programs, the data are subject to regulatory interpretation and an unfavorable interpretation could delay, limit or prevent regulatory approval of Ranexa.



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Furthermore, regulatory attitudes towards the data and results required to demonstrate safety and
efficacy can change over time and can be affected by many factors, such as the emergence of new information (including on other products), changing policies and agency funding, staffing and leadership. We cannot be sure whether future changes to the
regulatory environment will be favorable or unfavorable to our business prospects.



In addition, the environment in which our regulatory submissions may be reviewed changes over time. For example, average review times at the FDA for marketing approval applications have fluctuated over the last 10
years, and we cannot predict the review time for any of our submissions with any regulatory authorities. In addition, review times can be affected by a variety of factors, including budget and funding levels and statutory, regulatory and policy
changes.



If we are unable to satisfy governmental regulations relating to
the development and commercialization of our drug candidates, we may be unable to obtain or maintain necessary regulatory approvals to commercialize our products.



The research, testing, manufacturing and marketing of drug products are subject to extensive regulation by numerous
regulatory authorities in the United States and other countries. Failure to comply with FDA or other applicable regulatory requirements may subject a company to administrative or judicially imposed sanctions. These include without limitation:



| |  | warning letters;
| | - | ----------------



| |  | civil penalties;
| | - | ----------------



| |  | criminal penalties;
| | - | -------------------



| |  | injunctions;
| | - | ------------



| |  | product seizure or detention;
| | - | -----------------------------



| |  | product recalls;
| | - | ----------------



| |  | total or partial suspension of manufacturing; and
| | - | -------------------------------------------------



| |  | FDA refusal to review or approve pending New Drug Applications or supplements to approved New Drug Applications, and/or similar rejections of marketing applications or supplements
by foreign regulatory authorities.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If we obtain
a marketing approval for any of our products, we may be required to undertake post-marketing clinical trials or other risk management programs. The scope, complexity, cost and duration of any such clinical trials or risk management programs could
vary substantially; consequently, any post-marketing trials or risk management programs could aversely affect the market acceptance of our products and the revenues and profitability of any product sales that we may obtain. In addition,
identification of side effects or potential safety or dosing or other compliance issues after a drug is on the market, or the occurrence of manufacturing-related problems, could cause or require subsequent withdrawal of approval, reformulation of
the drug, additional preclinical testing or clinical trials, changes in labeling of the product, and/or additional regulatory approvals.



If we receive a marketing approval for any of our products, we will also be subject to ongoing post-marketing obligations and continued regulatory review,
such as continued safety reporting requirements. In addition, we or our third party manufacturers will be required to adhere to stringent federal regulations setting forth current good manufacturing practices for pharmaceuticals. These regulations
require, among other things, that we manufacture our products and maintain our records in a carefully prescribed manner with respect to manufacturing, testing and quality control activities.



If we receive marketing approval and if any of our products or services
become reimbursable by a government health care program in the United States, such as Medicare or Medicaid, we will become subject to certain federal and state health care fraud and abuse and reimbursement laws. These laws include the federal
Medicare and Medicaid Fraud and Abuse Act, False Claims Act, Prescription Drug Marketing Act, and their many state counterparts. When we become subject to such laws, our arrangements with third parties, including
health care providers, physicians, vendors, distributors, wholesalers and others, 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. Our efforts to comply
with these laws may be time-consuming and expensive. Violations of these statutes may result in substantial criminal and civil penalties and exclusion from governmental health care programs.



Our products, even if approved by the FDA or foreign regulatory agencies, may not achieve
market acceptance.



If any of our products, after
receiving FDA or foreign regulatory approvals, fail to achieve market acceptance, our ability to become profitable in the future will be adversely affected. We believe that market acceptance of our products will depend on our ability to provide
acceptable evidence of safety, efficacy and cost effectiveness. If the data from our programs do not provide this evidence, market acceptance of our products will be adversely affected.



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In addition, we believe that the level of market acceptance of our products will depend in part on our
ability to obtain favorable labeling claims from regulatory authorities, which have broad discretion in approving the labeling for products. Approved labeling (if any) would have a direct impact on our marketing, promotional and sales programs.
Unfavorable labeling would restrict our marketing, promotional and sales programs, which would adversely affect market acceptance of our products. In addition, regulatory authorities approve product labeling with reference to the preclinical and
clinical data that form the basis of the product approval, and as a result the scope of approved labeling is generally impacted by the available data. For example, if Ranexa receives an initial marketing approval in the United States based on the
trials conducted to date as well as the approval-enabling trial in a restricted population under the FDA SPA process, we would expect that the product labeling would be for a restricted patient population, which we expect would be only a portion of
the overall angina patient population. Approval of Ranexa for broader use with angina patients would require completion of our MERLIN-TIMI 36 clinical trial and a separate clinical evaluation of higher doses of Ranexa.



We also believe that the level of market acceptance of our products will
depend in part on whether regulatory authorities impose risk management programs on our products. Risk management programs vary widely in scope and complexity, and can include education and outreach programs, controls on the prescribing, dispensing
or use of the product, and/or restricted access systems. If any of our products are subject to risk management programs, the market acceptance of our products may be impaired.



Our ability to compete successfully in our market will directly affect the market acceptance of our products. The
pharmaceutical and biopharmaceutical industries, and the market for cardiovascular drugs in particular, are intensely competitive. If our products receive regulatory approvals, they will often compete with well-established, proprietary and generic
cardiovascular therapies that have generated substantial sales over a number of years and are widely used by health care practitioners. Even if our products have no direct competition, the promotional efforts for our products will have to compete
against the promotional efforts of other products in order to be noticed by physicians and patients. Moreover, the level of promotional effort in the pharmaceutical and biopharmaceutical markets has increased substantially. Market acceptance of our
products will be affected by the level of promotional effort that we are able to provide for our products. The level of our promotional efforts will depend in part on our ability to recruit, train and deploy an effective sales and marketing
organization. We cannot assure you that the level of promotional effort that we will be able to provide for our products will be sufficient to obtain market acceptance of those products.



If we are unable to develop our own sales and marketing capability or if we are unable to enter into or maintain collaborations with
marketing partners, we may not be successful in commercializing our products.



Our successful commercialization of Ranexa, if approved, will depend on our ability to establish an effective sales and marketing organization. We currently have contracted with a third party for logistics
capabilities and have only limited sales and marketing capabilities. With the 2003 amendment to our sales and marketing services agreement with Quintiles and Innovex, we will now market Ranexa, if approved, ourselves in the United States. In order
to do this, we will have to develop our own marketing and sales force with technical expertise and with supporting distribution capability. We have hired a limited number of marketing and sales personnel, and would expect to hire additional
personnel in connection with the launch of our first product. Developing a marketing and sales force, however, 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 successful commercialization of Ranexa, if approved, will
also depend on the performance of numerous third-party vendors. For example, we will rely on third-party vendors to help recruit an effective sales force, to manufacture Ranexa, to distribute Ranexa, and to administer any physician sampling program.
Our level of success in commercializing Ranexa will depend in part on the efforts of these third party vendors.



For some of our products, we depend on collaborations with third parties, such as Biogen Idec Inc. and Fujisawa Healthcare, Inc., which have established
distribution systems and direct sales forces. For instance, we have entered into agreements under which Biogen Idec is responsible for worldwide development, marketing and sales of any product that results from the Adentri program. The Adentri
program is intended to develop a new treatment for congestive heart failure. We have also entered into an agreement under which Fujisawa is responsible for marketing and sales of regadenoson in North America. Under this agreement, we and Fujisawa
are developing regadenoson for the potential use as a pharmacologic agent in cardiac perfusion imaging studies, which are more commonly known as cardiac stress tests. 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 have little control.



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 direct experience
in manufacturing commercial quantities of any of our products, and we currently lack the resources and capability to manufacture any of our products ourselves on a clinical or commercial scale. As a result, we are dependent on corporate partners,
licensees, contract manufacturers or other third parties for the manufacturing of clinical and commercial scale quantities of all of our products.



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For example, we have entered into several agreements with third party manufacturers relating to Ranexa,
including for commercial scale or scale-up of bulk active pharmaceutical ingredient, tableting, packaging and supply of a raw material component of the product. We currently rely on a single supplier at each step in the production cycle of Ranexa.
The commercial launch of Ranexa is thus dependent on these third party arrangements, and could be affected by any delays or difficulties in performance on the part of any of our third party manufacturers for Ranexa, including the failure of any of
our third party manufacturers to supply product on a timely basis or at all, to manufacture our product in compliance with product specifications or applicable quality or regulatory requirements, or to manufacture our products in volumes sufficient
to meet market demand. In addition, because we have used different manufacturers for elements of the Ranexa supply chain in different clinical trials and for potential commercial supply, in order to obtain marketing approval from any regulatory
authorities we will be required to demonstrate to the regulatory authorities satisfaction the bioequivalence or therapeutic equivalence of the multiple sources of Ranexa used in our clinical trials to the product to be commercially supplied.
An unfavorable interpretation by any regulatory authority could delay or prevent regulatory approval for the product.



Furthermore, we and some of our third party manufacturers, laboratories and clinical testing sites must pass preapproval inspections of facilities by the
FDA and corresponding foreign regulatory authorities before obtaining marketing approvals. In addition, manufacturing facilities are subject to periodic inspection by the FDA and other domestic and foreign regulatory authorities. We cannot guarantee
that any such inspections will not result in compliance issues that could prevent or delay marketing approval, or require us to expend money or other resources to correct. In addition, drug product manufacturing facilities in California must be
licensed by the State of California, and other states may have comparable requirements. We cannot assure you that we will be able to obtain such licenses.



If we do not receive FDA marketing approval for Ranexa, the significant amounts of capital that we are spending to prepare for the potential commercialization of
Ranexa could be lost.



The significant amounts of capital
that we are spending to provide and/or enhance infrastructure, headcount and inventory in preparation for the potential launch of Ranexa could be lost if we do not receive U.S. marketing approval for Ranexa. Our Ranexa commercialization efforts
include building our sales and marketing infrastructure, increasing our marketing communications efforts, and planning for the hiring and training of a national sales force. We have spent approximately $49.8 million on these activities from January
1, 2002 through September 30, 2004. If the FDA does not approve Ranexa, these expenditures and any future commitments of capital could be lost. The loss of this investment may harm our business, increase our cash requirements and result in
additional operating losses and a substantial decline in our stock price. In addition, if FDA approval of Ranexa is delayed, we will incur additional commercialization expenses at a later date to prepare for a delayed launch of Ranexa. If the FDA
does approve Ranexa, we expect that our operating expenses will increase substantially in connection with the market launch of the product.



If we are unable to compete successfully in our market, it will harm our business.



There are many existing drug therapies approved for the treatment of the diseases targeted by our products, and we are also
aware of companies that are developing new potential products that may compete in the same markets as our products. For example, there are over fifty companies currently marketing generic and/or branded anti-anginal drugs (beta-blockers, calcium
channel blockers and nitrates) in the United States, and additional potential therapies may be under development, that could compete with Ranexa. In the United States there are over ten companies currently marketing generic and/or branded
pharmacologic stress agents, and at least two potential A2A-adenosine receptor agonist compounds that could compete
with regadenoson are under development. In addition, over ten companies are currently marketing generic and/or branded drugs in the United States for the treatment of acute atrial arrhythmias, and at least one A1-adenosine receptor agonist compound that could compete with tecadenoson may be under development. There may also be potentially competitive products
of which we are not aware. Many of these potential competitors may have substantially greater product development capabilities and financial, scientific, marketing and sales resources. Other companies may succeed in developing products earlier or
obtaining approvals from regulatory authorities more rapidly than either we or our corporate partners are able to achieve. Potential competitors may also develop products that are safer, more effective or have other potential advantages compared to
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.



Failure to obtain adequate reimbursement from government health administration
authorities, private health insurers and other organizations could materially adversely affect our future business, market acceptance of our products, 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 significantly on the extent to which reimbursement for the cost of our products and related treatments will be available from government health administration authorities, private health insurers and other
organizations. Third party payers and governmental health administration authorities are increasingly attempting to limit and/or regulate the price of medical products and services, especially branded prescription drugs.



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In addition, recently enacted federal legislation relating to Medicare coverage for prescription drugs will impact
reimbursement for and pricing of prescription drugs in the United States in ways that are impossible to anticipate until the new Medicare program becomes available. Even if our products are deemed to be safe and effective by regulatory authorities,
third party payers and governmental health administration authorities may direct patients to generic products or other lower-priced therapeutic alternatives.



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 approvals on a country-by-country basis. We cannot be certain that any products approved for marketing will be considered cost effective, that reimbursement will be available, or that allowed reimbursement will
be adequate. In addition, payers reimbursement policies could adversely affect our or any corporate partners ability to sell our products on a profitable basis.



If we are unable to attract and retain collaborators, licensors and licensees, the development of our products could be delayed and our
future capital requirements could increase substantially.



We may not be able to retain current or attract new corporate and academic collaborators, licensors, licensees and others. Our business strategy requires us to enter into various arrangements with these parties, and we are dependent upon
the success of these parties in performing their obligations. If we fail to obtain and maintain these arrangements, the development and/or commercialization of our products would be delayed. We may be unable to proceed with the development,
manufacture or sale of products or we might have to fund development of a particular product candidate internally. If we have to fund the development and commercialization of substantially all of our products internally, our future capital
requirements will increase substantially. Our key collaborations and licenses include the following:



| |  | University of Florida Research Foundationa 1994 license agreement under which we received patent rights to develop and commercialize new potential drugs known as A1-adenosine receptor antagonists and agonists;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Syntexa 1996 license agreement under which we received rights to develop and commercialize Ranexa for the treatment of angina and other cardiovascular indications;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Biogen Idec1997 collaboration and license agreements under which we granted Biogen, Inc. (now Biogen Idec Inc.) worldwide rights to develop and commercialize new potential
drugs based on certain A1-adensoine receptor antagonist patents and technologies, including our rights under the
University of Florida Research Foundation license relating to A1-adenosine receptor antagonists; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Fujisawaa 2000 collaboration and license agreement to develop and commercialize second generation pharmacologic cardiac stress agents, including regadenoson.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



The collaborative arrangements that we may enter
into in the future may place responsibility on the collaborative partner for preclinical testing and clinical trials, manufacturing and preparation and submission of applications for regulatory approval of potential pharmaceutical products. We
cannot control the amount and timing of resources that our collaborative partners devote to our programs. If a collaborative partner fails to successfully develop or commercialize any product, product launch would be delayed. In addition, our
collaborators may pursue competing technologies or product candidates.



Under our collaborative arrangements, we or our collaborative partners may also have to meet performance milestones. If we fail to meet our obligations under our collaborative arrangements, our collaborators could terminate their
arrangements or we could lose our rights to the compounds under development. For example, under our agreement with Fujisawa for regadenoson, we are responsible for development activities and must meet development milestones in order to receive
development milestone payments. Under our agreement with Biogen for Adentri, in order for us to receive development milestone payments, Biogen must meet development milestones. Under our license agreement with Syntex for Ranexa, we are required to
use commercially reasonable efforts to develop and commercialize ranolazine for angina, and have related milestone payment obligations.



In addition, collaborative arrangements in our industry are extremely complex, particularly with respect to intellectual property rights, financial
provisions, and other provisions such as the parties respective rights with respect to decision making. Disputes may arise in the future with respect to these issues, such as the ownership of rights to any technology developed with or by third
parties. These and other possible disagreements between us and our collaborators could lead to delays in the collaborative research, development or commercialization of product candidates. These disputes could also result in litigation or
arbitration, which is time consuming, expensive and uncertain.



If we are
unable to effectively protect our intellectual property, we may be unable to complete development of any products and we may be put at a competitive disadvantage; and if we are involved in an intellectual property rights dispute, we may not prevail
and may be subject to significant liabilities or required to license rights from a third party, or cease one or more product programs.



Our success will depend to a significant degree on our ability to, among other things:



| |  | obtain patents and licenses to patent rights;
| | - | ---------------------------------------------



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| |  | maintain trade secrets;
| | - | -----------------------



| |  | obtain trademarks; and
| | - | ----------------------



| |  | operate without infringing on the proprietary rights of others.
| | - | ---------------------------------------------------------------



However, we cannot be certain that patents will issue from any of our pending or future patent applications, that any issued patent will not be lost
through an interference or opposition proceeding, reexamination request, litigation or otherwise, that any issued patent will be sufficient to protect our technology and investments, or that we will be able to obtain any extension of any patent
beyond its initial term. The following table shows the expiration dates in the United States for the primary compound patents for our key products:



|            |  |                              
|----------- |  | -----------------------------
|Product     |  | United StatesPatentExpiration
|Ranexa      |  | 2003*                        
|Regadenoson |  | 2019                         

---

|* | The United States compound patent relating to Ranexa expired in 2003. However, we have received two one-year interim patent term extensions under the Hatch-Waxman Act, which we
intend to renew annually, and if the New Drug Application for Ranexa is approved we plan to reapply on a permanent basis for patent term extension. At such time we expect to be able to receive an extension under the Hatch-Waxman Act, which we
anticipate would extend the patent protection to 2008 for ranolazine for the use approved by the FDA. In addition to patent term extension, because ranolazine is a new chemical entity, under applicable United States laws we expect exclusivity for 5
years from the date of the first FDA approval of Ranexa for the ranolazine compound. Also, we have received issued patents from the United States Patent and Trademark Office claiming methods of using various sustained release formulations of
ranolazine (including the formulation tested in our pivotal human clinical trials for Ranexa) for the treatment of chronic angina. These patents expire in 2019.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition to these issued patents, we have patent applications pending relating to each of our products. Although U.S.
patent applications are now published 18 months after their filing date, as provided by federal legislation enacted in 1999, this statutory change applies only to applications filed on or after November 29, 2000. Applications filed in the United
States prior to this date are maintained in secrecy until a patent issues. As a result, we can never be certain that others have not filed patent applications for technology covered by our pending applications or that we were the first to invent the
technology. There may be third party patents, patent applications, trademarks and other intellectual property relevant to our compounds, products, services and technology which are not known to us and that block or compete with our compounds,
products, services or technology.



Competitors may have filed
applications for, or may have received or in the future may receive, patents, trademarks and/or other proprietary rights relating to compounds, products, services or technology 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. We may also become involved in opposition
proceedings in connection with foreign patent filings. In addition, litigation may be necessary to enforce any patents or trademarks issued to us, or to determine the scope and validity of the proprietary rights of third parties. Litigation,
interference and opposition proceedings, even if they are successful, are expensive, time-consuming and risky to pursue, and we could use a substantial amount of our limited financial resources in any such case.



Just as it is important to protect our proprietary rights, we also must not
infringe patents or trademarks of others that might cover our compounds, products, services or technology. If third parties own or have proprietary rights to technology or other intellectual property that we need in our product development and
commercialization efforts, we will need to obtain licenses to those rights. We cannot assure you that we will be able to obtain such licenses on economically reasonable terms, if at all. If we fail to obtain any necessary licenses, we may be unable
to complete product development and commercialization.



We also
rely on proprietary technology including trade secrets to develop and maintain our competitive position. Although we seek to protect all of our proprietary technology, in part by confidentiality agreements with employees, consultants, collaborators,
advisors and corporate partners, these agreements may be breached. We cannot assure you that the parties to these agreements will not breach them or that these agreements will provide meaningful protection or adequate remedies in the event of
unauthorized use or disclosure of our proprietary technology. In addition, we routinely grant publication rights to our scientific collaborators. Although we typically retain the right to delay publication to allow for the preparation and filing of
a patent application covering the subject matter of the proposed publication, we cannot assure you that our collaborators will honor these agreements. Publication prior to the filing of a patent application would mean that we would lose the ability
to patent the technology outside the United States, and third parties or competitors could exploit the technology. We also may not have adequate remedies to protect our proprietary technology including trade secrets. As a result, third parties may
gain access to our trade secrets and other proprietary technology, or our trade secrets and other proprietary technology may become public. In addition, it is possible that our proprietary technology will otherwise become known or be discovered
independently by our competitors.



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In addition, we may also become subject to claims that we are using trade secrets of others without
having the right to do so. Such claims can result in litigation, which can be expensive, time-consuming and risky to defend.



Litigation and disputes related to intellectual property are 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 compounds, products, services, technology or other matters in the future. If
they do, we may not prevail and, as a result, may be subject to significant liabilities to third parties, may be required to license the disputed rights from the third parties or may be required to cease using the technology or developing or selling
the compounds or products. We may not be able to obtain any necessary licenses on economically reasonable terms, if at all. Any intellectual property-related 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.



Our
business depends on certain key personnel, the loss of whom could weaken our management team, and on attracting and retaining qualified personnel.



The growth of our business and our success depends in large part on our ability to attract and retain key management, research and development, sales and
marketing and other operating and administrative personnel. Our key personnel include all of our executive officers and vice presidents, many of whom have very specialized scientific, medical or operational knowledge regarding one or more of our key
products. We have entered into executive severance agreements with certain key personnel, and have a severance plan that covers our full-time employees. We do not maintain key-person life insurance on any of our employees. The loss of the services
of one or more of our key personnel or the inability to attract and retain additional personnel and develop expertise as needed could limit our ability to develop and commercialize our existing and future product candidates. Such persons are in high
demand and often receive competing employment offers.



In
addition, the successful and timely launch of our first product will depend in large part on our ability to recruit and train an effective sales and marketing organization in a timely fashion. We cannot assure you that we will be able to attract and
retain the qualified personnel or develop the expertise needed to launch of our first product or to continue to advance our other research and development programs. Our ability to attract and retain key employees in a competitive recruiting
environment is dependent on our ability to offer competitive compensation packages, which typically include stock option grants. Current and proposed changes in laws, regulations, corporate governance standards, listing requirements and accounting
treatments regarding stock options and other common compensation features, such as loans, may limit or impair our ability to attract and retain key personnel.



Our failure to manage our rapid growth could harm our business.



We have experienced rapid growth and expect to continue to expand our operations over time. As we prepare for the potential commercialization of Ranexa,
continue to conduct clinical trials for our product candidates and expand our drug discovery efforts, we have added personnel in many areas, including operations, sales, marketing, regulatory, clinical, finance and information systems. Our growth
can be measured by our increasing headcount and total operating expenses. As of January 31, 2002, January 31, 2003 and January 31, 2004, we employed 187, 205 and 261 individuals, respectively, on a full-time basis. In addition, for the fiscal years
ended December 31, 2002 and December 31, 2003, our total operating expenses were $118.2 million and $121.3 million, respectively. Prior to the commercial launch of our first product, if any, we expect additional significant growth in our personnel
and facility-related expenses. We may not manage this growth effectively, which would harm our business and cause us to incur higher operating costs. If rapid growth continues, it may strain our operational, managerial and financial resources.



If there is an adverse outcome in our pending litigation, such as the
securities class action litigation that has been filed against us, our business may be harmed.



We and certain of our officers and directors are named as defendants in a purported securities class action lawsuit filed in August 2003 in the U.S.
District Court for the Northern District of California captionedCrossen v. CV Therapeutics, Inc., et al.The lawsuit is brought on behalf of a purported class of purchasers of our securities, and seeks unspecified damages. As is typical in
this type of litigation, several other purported securities class action lawsuits containing substantially similar allegations may be filed in the future. In November 2003, the court appointed a lead plaintiff, and in December 2003, the court
consolidated all of the securities class actions filed to date into a single action captioned In re CV Therapeutics, Inc. Securities Litigation.In January 2004, the lead plaintiff filed a consolidated complaint. We and the other named
defendants filed motions to dismiss the consolidated complaint in March 2004. In August 2004, these motions were granted in part and denied in part. The court granted the motions to dismiss by two individual defendants, dismissing both individuals
from the action with prejudice, but denied the motions to dismiss by the company and the two other individual defendants.



In addition, our directors and certain of our officers have been named as defendants in a derivative lawsuit filed in August 2003 in California Superior
Court, Santa Clara County, captioned Kangos v. Lange, et al., which names CV Therapeutics as a nominal



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defendant. The plaintiff in this action is one of our stockholders who seeks to bring derivative claims on behalf of CV
Therapeutics against the defendants. The lawsuit alleges breaches of fiduciary duty and related claims based on purportedly misleading statements concerning our New Drug Application for Ranexa.



As with any litigation proceeding, we cannot predict with certainty the
eventual outcome of pending litigation. Furthermore, we may have to incur substantial expenses in connection with these lawsuits. In the event of an adverse outcome, our business could be harmed.



Investor confidence and share value may be adversely impacted if our independent auditors
are unable to provide us with the attestation of the adequacy of our internal controls over financial reporting as of December 31, 2004, as required by Section 404 of the Sarbanes-Oxley Act of 2002.



As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the Securities
and Exchange Commission adopted rules requiring public companies to include a report of management on our internal controls over financial reporting in our annual reports on Form 10-K that contains an assessment by management of the effectiveness of
our internal controls over financial reporting. In addition, our independent auditors must attest to and report on managements assessment of the effectiveness of our internal controls over financial reporting. This requirement will first apply
to our Annual Report on Form 10-K for the fiscal year ending December 31, 2004. How companies should be implementing these new requirements including internal control reforms, if any, to comply with Section 404s requirements, and how
independent auditors will apply these new requirements and test companies internal controls, are subject to uncertainty. We are diligently and vigorously reviewing our internal controls over financial reporting in order to ensure compliance
with the new Section 404 requirements. However, our management may determine that our internal controls over financial reporting are not effective. In addition, if our independent auditors are not satisfied with our internal controls over financial
reporting or the level at which these controls are documented, designed, operated or reviewed, or if the independent auditors interpret the requirements, rules or regulations differently than we do, then they may decline to attest to
managements assessment or may issue a report that is qualified. Any of these events could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which
ultimately could negatively impact the market price of our shares.



Our
operations involve hazardous materials, which could subject us to significant liability.



Our research and development and manufacturing activities involve the controlled use of hazardous materials, including hazardous chemicals, radioactive materials and pathogens, and the generation of waste products.
Accordingly, we are subject to federal, state and local laws governing the use, handling and disposal of these materials. We may have to incur significant costs to comply with additional environmental and health and safety regulations in the future.
We currently do not carry insurance for hazardous materials claims. We do not know if we will be able to obtain insurance that covers hazardous materials claims on acceptable terms with adequate coverage against potential liabilities, if at all.
Although we believe that our safety procedures for handling and disposing of hazardous materials comply in all material respects with regulatory requirements, we cannot eliminate the risk of accidental contamination or injury from these materials.
In the event of an accident or environmental discharge, we may be held liable for any resulting damages, which may exceed our financial resources and may materially adversely affect our business, financial condition and results of operations.
Although we believe that we are in compliance in all material respects with applicable environmental laws and regulations, there can be no assurance that we will not be required to incur significant costs to comply with environmental laws and
regulations in the future. There can also be no assurance that our operations, business or assets will not be materially adversely affected by current or future environmental laws or regulations.



We may be subject to product liability claims if our products harm people, and we have
only limited product liability insurance.



The manufacture
and sale of human drugs and other 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 only limited 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 or at all. 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
potential 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 cash position and results of operations.



Our insurance policies are expensive and protect us only from some business risks,
which will leave us exposed to significant, uninsured liabilities.



We do not carry insurance for all categories of risk that our business may encounter. For example, we do not carry earthquake insurance. In the event of a major earthquake in our region, our business could suffer significant and uninsured
damage and loss. We currently maintain general liability, property, auto, workers compensation, products liability, directors and officers, and employment practices insurance policies. We do not know, however, if we will be able to
maintain existing insurance with adequate levels of coverage. For example, the premiums for our directors and officers insurance policy have increased significantly, and this type of insurance may not be available on acceptable terms or
at all. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our cash position and results of operations.



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Our indebtedness and debt service obligations may adversely affect our cash flow, cash position and stock price.



As of September 30, 2004, we had approximately $329.6
million in long-term debt and aggregate annual debt service obligations on this debt of approximately $9.9 million. As of September 30, 2004, we had $79.6 million aggregate principal amount of 4.75% convertible subordinated notes due 2007. Our
annual debt service obligation on these notes is approximately $3.8 million per year in interest payments. In June 2003, we sold $100.0 million aggregate principal amount of 2.0% senior subordinated convertible debentures due 2023. Our annual debt
service obligation on these debentures is approximately $2.0 million per year in interest payments. In May and June 2004, we sold $150.0 million aggregate principal amount of 2.75% senior subordinated convertible notes due 2012. Our annual debt
service obligation on these notes is approximately $4.1 million per year in interest payments. We may add additional lease lines to finance capital expenditures and/or may obtain additional long-term debt and lines of credit. If we issue other debt
securities in the future, our debt service obligations will increase further.



We intend to fulfill our debt service obligations from our existing cash and investments. In the future, if we are unable to generate cash or raise additional cash through financings sufficient to meet these
obligations and need to use existing cash or liquidate investments in order to fund these obligations, we may have to delay or curtail research, development and commercialization programs.



Our indebtedness could have significant additional negative consequences,
including, without limitation:



| |  | requiring the dedication of a portion of our expected cash flow to service our indebtedness, thereby reducing the amount of our expected cash flow available for other purposes,
including funding our research and development programs and other capital expenditures;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | increasing our vulnerability to general adverse economic conditions;
| | - | --------------------------------------------------------------------



| |  | limiting our ability to obtain additional financing; and
| | - | --------------------------------------------------------



| |  | placing us at a possible competitive disadvantage to less leveraged competitors and competitors that have better access to capital resources.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



The market price of our stock has been and may continue to be highly volatile, and the
value of an investment in our common stock may decline.



Within the last 24 months, our common stock has traded between $11.28 and $41.50 per share. The market price of the shares of our common stock has been and may continue to be highly volatile. Announcements and other events may have a
significant impact on the market price of our common stock. For example, recent announcements and events related to the FDAs review of Ranexa have caused significant volatility in the market price of our common stock.



Other announcements and events that can impact the market price of the shares
of our common stock include, without limitation:



| |  | results of our clinical trials and preclinical studies, or those of our corporate partners or our competitors;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | negative regulatory actions with respect to our potential products or regulatory approvals with respect to our competitors new products;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| |  | achievement of other research or development milestones, such as completion of enrollment of a clinical trial or making a regulatory filing;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| |  | our operating results;
| | - | ----------------------



| |  | developments in our relationships with corporate partners;
| | - | ----------------------------------------------------------



| |  | developments affecting our corporate partners;
| | - | ----------------------------------------------



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



| |  | changes in regulatory policy or interpretation;
| | - | -----------------------------------------------



| |  | developments related to our patents or other proprietary rights or those of our competitors;
| | - | --------------------------------------------------------------------------------------------



| |  | changes in the ratings of our securities by securities analysts;
| | - | ----------------------------------------------------------------



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| |  | operating results or other developments below the expectations of public market analysts and investors;
| | - | -------------------------------------------------------------------------------------------------------



| |  | market conditions for biopharmaceutical or biotechnology stocks in general; and
| | - | -------------------------------------------------------------------------------



| |  | general economic and market conditions.
| | - | ---------------------------------------



In addition, if we fail to reach an important research, development or commercialization milestone or result by a publicly expected deadline, even if by
only a small margin, there could be a significant impact on the market price of our common stock. For example, in January 2001, we announced that additional patients would need to be enrolled in one of our pivotal human clinical trials of Ranexa to
meet a protocol requirement, thereby delaying completion of enrollment of the trial by a number of months. The price of our common stock decreased significantly after this announcement.



The stock market has from time to time experienced extreme price and volume fluctuations, which have particularly affected
the market prices for emerging biotechnology and biopharmaceutical companies, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market price of our common stock. In addition,
sales of substantial amounts of our common stock in the public market could lower the market price of our common stock.



If we sell shares of our common stock in our existing equity line of credit arrangement or in other future financings or similar arrangements, existing common
stockholders will experience immediate dilution and, as a result, our stock price may go down.



We have entered into a common stock purchase agreement with Acqua Wellington, pursuant to which we may sell to Acqua Wellington up to $100.0 million of
our common stock, or 5,686,324 shares of our common stock, whichever occurs first, at a discount of 3.8% to 5.8%, to be determined based on our market capitalization at the start of the draw-down period, unless we agree with Acqua Wellington to a
different discount. Upon each sale of our common stock to Acqua Wellington under the purchase agreement, we have also agreed to pay Reedland Capital Partners, an Institutional Division of Financial West Group, Member NASD/SIPC, a placement fee equal
to one fifth of one percent of the aggregate dollar amount of common stock purchased by Acqua Wellington. As a result, our existing common stockholders will experience immediate dilution upon the purchase of any shares of our common stock by Acqua
Wellington. The purchase agreement with Acqua Wellington provides that, at our request, Acqua Wellington will purchase a certain dollar amount of shares, with the exact number of shares to be determined based on the per share market price of our
common stock over the draw-down period for such purchase. As a result, if the per share market price of our common stock declines over the draw-down period, Acqua Wellington will receive a greater number of shares for its purchase price, thereby
resulting in further dilution to our stockholders and potential downward pressure of the price of our stock.



In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt
securities, preferred stock or common stock. If we issue common stock or securities convertible into common stock, pursuant to our existing shelf registration statements or otherwise, our common stockholders will experience dilution.



Provisions of Delaware law and in our charter, by-laws and our rights plan may prevent or
frustrate any attempt by our stockholders to replace or remove our current management and may make the acquisition of our company by another company more difficult.



In February 1999, our board of directors adopted a stockholder rights plan, which was amended in July 2000 to lower the
triggering ownership percentage and increase the exercise price. In addition, in February 1999, our board of directors authorized executive severance benefit agreements for certain executives in the event of a change of control. We entered into such
severance agreements with these executives. Subsequently, in November 2002 the board approved additional as well as amended executive severance agreements and a severance plan. Our rights plan and these severance arrangements may delay or prevent a
change in our current management team and may render more difficult an unsolicited merger or tender offer.



The following provisions of our Amended and Restated Certificate of Incorporation, as amended, and our by-laws, may have the effects of delaying or
preventing a change in our current management and making the acquisition of our company by a third party more difficult:



| |  | our board of directors is divided into three classes with approximately one third of the directors to be elected each year, necessitating the successful completion of two proxy
contests in order for a change in control of the board to be effected;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of the stockholders and may not be effected by a consent
in writing;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | advance written notice is required for a stockholder to nominate a person for election to the board of directors and for a stockholder to present a proposal at any stockholder
meeting; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | directors may be removed only for cause by a vote of a majority of the stockholders and vacancies on the board of directors may only be filled by a majority of the directors in
office.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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In addition, our board of directors has the authority to issue shares of preferred stock without
stockholders approval, which also could make it more difficult for stockholders to replace or remove our current management and for another company to acquire us. We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, an anti-takeover law, which could delay a merger, tender offer or proxy contest or make a similar transaction more difficult. In general, the statute prohibits a publicly held Delaware corporation from engaging in a business
combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.



If any or all of our outstanding notes and debentures are converted into shares of our
common stock, existing common stockholders will experience immediate dilution and, as a result, our stock price may go down.



Our convertible subordinated notes and senior subordinated convertible debentures are convertible, at the option of the holder, into shares of our common
stock at varying conversion prices, subject to the satisfaction of certain conditions. We have reserved shares of our authorized common stock for issuance upon conversion of our outstanding convertible notes and convertible debentures. If any or all
of our outstanding notes and debentures are converted into shares of our common stock, our existing stockholders will experience immediate dilution and our common stock price may be subject to downward pressure. If any or all of our notes and
debentures are not converted into shares of our common stock before their respective maturity dates, we will have to pay the holders of such notes or debentures the full aggregate principal amount of the notes or debentures, as applicable, then
outstanding. Any such payment would have a material adverse effect on our cash position. Alternatively, from time to time we might need to modify the terms of the notes and/or the debentures prior to their maturity in ways that could be dilutive to
our stockholders, assuming we can negotiate such modified terms.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio and our long-term debt. We do not use
derivative financial instruments in our investment portfolio. We place our investments with high quality issuers and, by policy, limit the amount of credit exposure to any one issuer. We are averse to principal loss and strive to ensure the safety
and preservation of our invested funds by limiting default, market and reinvestment risk. We classify our cash equivalents and marketable securities as fixed-rate if the rate of return on such instruments remains fixed over their term.
These fixed-rate investments include U.S. government securities, commercial paper, asset backed securities, corporate bonds, and foreign bonds. Fixed-rate securities may have their fair market value adversely affected due to a rise in
interest rates and we may suffer losses in principal if forced to sell securities that have declined in market value due to a change in interest rates. We classify our cash equivalents and marketable securities as variable-rate if the
rate of return on such investments varies based on the change in a predetermined index or set of indices during their term. As of September 30, 2004, there have been no material changes in these market risks since December 31, 2003.



Our long-term debt includes $79.6 million of 4.75% convertible subordinated
notes due March 7, 2007, $100.0 million of 2.0% senior subordinated convertible debentures due May 16, 2023 and $150.0 million of 2.75% senior subordinated convertible notes due May 16, 2012. Interest on the 4.75% convertible subordinated notes is
fixed and payable semi-annually on March 7 and September 7 each year. Interest on the 2.0% senior subordinated convertible debentures is fixed and payable semi-annually on May 16 and November 16 each year. Interest on the 2.75% senior subordinated
convertible notes is fixed and payable semi-annually on May 16 and November 16 each year. All the notes and debentures are convertible into shares of our common stock at any time prior to maturity, unless previously redeemed or repurchased, subject
to adjustment in certain events. The market value of our long-term-debt will fluctuate with movements of interest rates and with movements in the value of our common stock.



Item 4. Controls and Procedures



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and utilized, can provide only reasonable
assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating disclosure controls and procedures.



As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our
management, including the Companys Chief Executive Officer and the Companys Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter covered by this
report. Based on the foregoing, the Companys Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.



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We have initiated a company-wide review of our internal controls over financial reporting as part of the
process of preparing for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and as a complement to our existing overall program of internal controls over financial reporting. As a result of this on-going review, we have made numerous
improvements to the design and effectiveness of our internal controls over financial reporting through the quarterly period ended September 30, 2004. We anticipate that improvements will continue to be made. There has been no change in our internal
controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.



PART II. OTHER INFORMATION



Item 1. Legal Proceedings



We and
certain of our officers and directors are named as defendants in a purported securities class action lawsuit filed in August 2003 in the United States District Court for the Northern District of California captioned Crossen v. CV Therapeutics,
Inc., et al. The lawsuit is brought on behalf of a purported class of purchasers of our securities, and seeks unspecified damages. As is typical in this type of litigation, several other purported securities class action lawsuits containing
substantially similar allegations have since been filed against the defendants, and we expect that additional lawsuits containing substantially similar allegations may be filed in the future. In November 2003, the court appointed a lead plaintiff,
and in December 2003, the court consolidated all of the securities class actions filed to date into a single action captioned In re CV Therapeutics, Inc. Securities Litigation. In January 2004, the lead plaintiff filed a consolidated
complaint. We and the other named defendants filed motions to dismiss the consolidated complaint in March 2004. In August 2004, these motions were granted in part and denied in part. The court granted the motions to dismiss by two individual
defendants, dismissing both individuals from the action with prejudice, but denied the motions to dismiss by the company and the two other individual defendants.



In addition, our directors and certain of our officers have been named as defendants in a derivative lawsuit filed in August
2003 in California Superior Court, Santa Clara County, captioned Kangos v. Lange, et al., which names CV Therapeutics as a nominal defendant. The plaintiff in this action is one of our stockholders who seeks to bring derivative claims on
behalf of the Company against the defendants. The lawsuit alleges breaches of fiduciary duty and related claims on behalf of CV Therapeutics against the defendants. The lawsuit alleges breach of fiduciary duty and related claims based on purportedly
misleading statements concerning our New Drug Application for Ranexa.



As with any litigation proceeding, we cannot predict with certainty the eventual outcome of pending litigation. Furthermore, we may have to incur substantial expenses in connection with these lawsuits. In the event of an adverse outcome,
our business could be harmed.



Item 5. Other Information



Section 10A(i)(2) of the Securities Exchange Act of 1934, as added in Section 202 of the Sarbanes-Oxley Act of 2002, requires us to disclose the approval by our Audit Committee of any non-audit services to be performed by Ernst & Young
LLP, our external auditor. Non-audit services are defined as services other than those provided in connection with an audit or review of the financial statements of a company. Our Audit Committee has approved the engagement of Ernst & Young LLP
for non-audit services relating to the performance of certain tax-related services (approximately $16,000 plus expenses) and to an on-line subscription service offered by Ernst & Young LLP (approximately $5,000).



Item 6. Exhibits



|              |  |                                                                                                                                                 
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  |                                                                                                                                                 
|10.1          |  | 2000 Equity Incentive Plan, as amended.                                                                                                         
|              | 
|31.1          |  | Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|              | 
|31.2          |  | Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|              | 
|32.1          |  | Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|              | 
|32.2          |  | Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



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SIGNATURES



Pursuant to 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: November 8, 2004 |  | 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: November 8, 2004 |  | By:                   |  | /s/ DANIEL K. SPIEGELMAN                                                                                
|                       |  |                       |  | Daniel K. Spiegelman Chief Financial Officer (Principal Financial and Accounting Officer)               



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