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                      CV Therapeutics, Inc.

            NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

 Amended and Restated by the Board of Directors on September 23,
                              1996
        Approved by the Stockholders on October 29, 1996
     Amended by the Board of Directors on February 23, 2000
          Approved by the Stockholders on May 16, 2000
Amended and Restated by the Board of Directors on August 21, 2000
 Amended and Restated by the Board of Directors on February 25,
                              2002

1.   Purpose.

     (a)  The purpose of the Non-Employee Directors' Stock Option
Plan (the "Plan") is to provide a means by which each director of
CV  Therapeutics,  Inc. (the "Company") who is not  otherwise  an
employee of the Company or of any Affiliate of the Company  (each
such  person  being  hereafter referred  to  as  a  "Non-Employee
Director") will be given an opportunity to purchase stock of  the
Company.

     (b)  The word "Affiliate" as used in the Plan means any parent
corporation  or  subsidiary corporation of the Company  as  those
terms  are  defined in Sections 424(e) and (f), respectively,  of
the  Internal Revenue Code of 1986, as amended from time to  time
(the "Code").

     (c)   The Company, by means of the Plan, seeks to retain the
services of persons now serving as Non-Employee Directors of  the
Company, to secure and retain the services of persons capable  of
serving  in  such  capacity, and to provide incentives  for  such
persons to exert maximum efforts for the success of the Company.

2.   Administration.

     (a)   The  Plan  shall  be  administered  by  the  Board  of
Directors of the Company (the "Board") unless and until the Board
delegates   administration  to  a  committee,  as   provided   in
subparagraph 2(b).

     (b)  The Board may delegate administration of the Plan to  a
committee composed of not fewer than two (2) members of the Board
(the   "Committee").   If  administration  is  delegated   to   a
Committee,  the  Committee shall have,  in  connection  with  the
administration of the Plan, the powers theretofore  possessed  by
the   Board,   subject,   however,  to  such   resolutions,   not
inconsistent with the provisions of the Plan, as may  be  adopted
from  time  to  time  by the Board.  The Board  may  abolish  the
Committee  at any time and revest in the Board the administration
of the Plan.

3.   Shares Subject To The Plan.

     (a)   Subject to the provisions of paragraph 10 relating  to
adjustments  upon changes in stock, the stock that  may  be  sold
pursuant  to options granted under the Plan shall not  exceed  in
the  aggregate  four  hundred thousand (400,000)  shares  of  the
Company's  common stock.  If any option granted  under  the  Plan
shall for any reason expire or otherwise terminate without having

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been exercised in full, the stock not purchased under such option
shall again become available for the Plan.

     (b)  The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

4.   Eligibility.

     Options shall be granted only to Non-Employee Directors of
the Company.

5.   Non-Discretionary Grants.

     (a)  Each person who is a Non-Employee Director on September
23,  1996  automatically shall be granted an option  to  purchase
fifteen  thousand (15,000) shares of the Company's  common  stock
(after taking into account the 1:10 reverse split adopted by  the
Board  in  September 1996) on the terms and conditions set  forth
herein.

     (b)   Each person who is, after August 21, 2000, elected for
the first time to be a Non-Employee Director automatically shall,
upon  the  date of such person's initial election to  be  a  Non-
Employee Director by the Board or stockholders of the Company, be
granted  an  option  to  purchase twenty-five  thousand  (25,000)
shares  of the Company's common stock on the terms and conditions
set forth herein.

     (c)   At  each annual meeting of the stockholders  following
the effectiveness of the initial public offering of the Company's
common  stock  until and including the 1998 Annual Meeting,  each
person  then  serving  as  a Non-Employee Director  automatically
shall  be  granted  an option to purchase five  thousand  (5,000)
shares  of the Company's common stock (after taking into  account
the 1:10 reverse split adopted by the Board in September 1996) on
the terms and conditions set forth herein; at each annual meeting
of  the stockholders beginning with the 1999 Annual Meeting, each
person  then  serving  as  a Non-Employee Director  automatically
shall  be  granted  an  option to purchase  seven  thousand  five
hundred (7,500) shares of the Company's common stock on the terms
and conditions set forth herein.

6.   Option Provisions.

     Each option shall be subject to the following terms and
conditions:

     (a)   The  term of each option commences on the date  it  is
granted  and,  unless  sooner terminated  as  set  forth  herein,
expires  on the date ("Expiration Date") ten (10) years from  the
date  of grant.  If the optionee's service as a Director  of  the
Company  terminates for any reason or for no reason,  the  option
shall terminate on the earlier of the Expiration Date or the date
three  (3)  months following the date of termination of  service;
provided, however, that if such termination of service is due  to
the  optionee's death, the option shall terminate on the  earlier
of the Expiration Date or eighteen (18) months following the date
of the optionee's death.  In any and all circumstances, an option
may  be exercised following termination of the optionee's service
as  a Non-Employee Director of the Company only as to that number
of  shares  as  to  which  it  was exercisable  on  the  date  of
termination  of such service under the provisions of subparagraph
6(e).

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     (b)   Subject to applicable law, the exercise price of  each
option  shall  be the fair market value of the stock  subject  to
such option on the date such option is granted.

     (c)   The optionee may elect to make payment of the exercise
price under one of the following alternatives:

          (i)  Payment of the exercise price per share in cash at
the time of exercise; or

          (ii)  Provided  that at the time of  the  exercise  the
Company's common stock is publicly traded and quoted regularly in
the  Wall Street Journal, payment by delivery of shares of common
stock of the Company already owned by the optionee, held for  the
period  required  to  avoid a charge to  the  Company's  reported
earnings,  and  owned  free  and  clear  of  any  liens,  claims,
encumbrances  or security interest, which common stock  shall  be
valued at its fair market value on the date preceding the date of
exercise; or

          (iii) Payment by a combination of the  methods  of
payment specified in subparagraph 6(c)(i) and 6(c)(ii) above.

     Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board which results in the receipt of cash
(or check) by the Company prior to the issuance of shares of the
Company's common stock.

     (d)   An option shall not be transferable except by will  or
by the laws of descent and distribution, and shall be exercisable
during  the lifetime of the person to whom the option is  granted
only  by  such  person  or  by such person's  guardian  or  legal
representative.  The person to whom the Option is granted may, by
delivering  written notice to the Company, in a form satisfactory
to  the Company, designate a third party who, in the event of the
death  of  the Optionee, shall thereafter be entitled to exercise
the Option.

     (e)   Each  option shall become exercisable as follows:  the
initial  grants described in Sections 5(a) and 5(b) shall  become
exercisable  ("vest")  at the rate of two and  seventy-seven  one
hundredths  percent  (2.77%) per month over the  thirty-six  (36)
months  after the date of grant; and the annual grants  described
in  Section 5(c) shall vest at the rate of eight and thirty-three
one hundredths (8.33%) per month over the twelve-month (12-month)
period  following the date of grant; provided that  the  optionee
has,  during  the  entire  period prior  to  such  vesting  date,
continuously served as a Non-Employee Director or as an  employee
of  or consultant to the Company or any Affiliate of the Company,
whereupon   such   option  shall  become  fully  exercisable   in
accordance  with its terms with respect to that  portion  of  the
shares represented by that installment.

     (f)  The Company may require any optionee, or any person  to
whom  an  option  is transferred under subparagraph  6(d),  as  a
condition  of  exercising any such option:  (i) to  give  written
assurances  satisfactory  to the Company  as  to  the  optionee's
knowledge  and experience in financial and business matters;  and
(ii)  to  give  written assurances satisfactory  to  the  Company

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stating  that such person is acquiring the stock subject  to  the
option  for  such person's own account and not with  any  present
intention of selling or otherwise distributing the stock.   These
requirements,   and  any  assurances  given  pursuant   to   such
requirements,  shall be inoperative if (i) the  issuance  of  the
shares upon the exercise of the option has been registered  under
a   then-currently-effective  registration  statement  under  the
Securities  Act  of 1933, as amended (the "Securities  Act"),  or
(ii),  as to any particular requirement, a determination is  made
by  counsel for the Company that such requirement need not be met
in the circumstances under the then-applicable securities laws.

     (g)   Notwithstanding  anything to  the  contrary  contained
herein, an option may not be exercised unless the shares issuable
upon  exercise  of  such  option are then  registered  under  the
Securities Act or, if such shares are not then so registered, the
Company  has determined that such exercise and issuance would  be
exempt from the registration requirements of the Securities Act.

     (h)   The  Company (or a representative of the underwriters)
may,  in  connection with the first underwritten registration  of
the   offering  of  any  securities  of  the  Company  under  the
Securities  Act, require that any optionee not sell or  otherwise
transfer  or  dispose  of any shares of  common  stock  or  other
securities  of the Company during such period (not to exceed  one
hundred  eighty (180) days) following the effective date  of  the
registration statement of the Company filed under the  Securities
Act  as may be requested by the Company or the representative  of
the underwriters.

7.   Covenants Of The Company.

     (a)  During the terms of the options granted under the Plan,
the  Company  shall  keep available at all times  the  number  of
shares of stock required to satisfy such options.

     (b)   The  Company shall seek to obtain from each regulatory
commission  or  agency having jurisdiction  over  the  Plan  such
authority  as may be required to issue and sell shares  of  stock
upon  exercise  of the options granted under the Plan;  provided,
however,  that this undertaking shall not require the Company  to
register  under  the Securities Act either the Plan,  any  option
granted  under the Plan, or any stock issued or issuable pursuant
to any such option.  If, after reasonable efforts, the Company is
unable  to  obtain from any such regulatory commission or  agency
the  authority which counsel for the Company deems necessary  for
the lawful issuance and sale of stock under the Plan, the Company
shall  be  relieved from any liability for failure to  issue  and
sell stock upon exercise of such options.

8.   Use Of Proceeds From Stock.

     Proceeds from the sale of stock pursuant to options granted
under the Plan shall constitute general funds of the Company.

9.   Miscellaneous.

     (a)  Neither an optionee nor any person to whom an option is
transferred  under subparagraph 6(d) shall be deemed  to  be  the
holder  of, or to have any of the rights of a holder

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with  respect to, any  shares subject  to such option  unless and
until such person has satisfied all requirements for  exercise of
the option pursuant to its terms.

     (b)   Nothing  in  the  Plan or in any  instrument  executed
pursuant thereto shall confer upon any Non-Employee Director  any
right  to continue in the service of the Company or any Affiliate
or   shall  affect  any  right  of  the  Company,  its  Board  or
stockholders or any Affiliate to terminate the service of any Non-
Employee Director with or without cause.

     (c)   No  Non-Employee Director, individually or as a member
of  a group, and no beneficiary or other person claiming under or
through him, shall have any right, title or interest in or to any
option  reserved for the purposes of the Plan except as  to  such
shares  of common stock, if any, as shall have been reserved  for
him pursuant to an option granted to him.

     (d)   In  connection with each option made pursuant  to  the
Plan,  it  shall  be  a  condition  precedent  to  the  Company's
obligation   to  issue  or  transfer  shares  to  a  Non-Employee
Director,  or  to  evidence the removal of  any  restrictions  on
transfer,  that  such  Non-Employee  Director  make  arrangements
satisfactory  to  the Company to insure that the  amount  of  any
federal  or  other withholding tax required to be  withheld  with
respect  to such sale or transfer, or such removal or  lapse,  is
made available to the Company for timely payment of such tax.

     (e)   As used in this Plan, fair market value means,  as  of
any date, the value of the common stock of the Company determined
as follows:

          (i)   If  the common stock of the Company is listed  on
any  established stock exchange, or traded on the Nasdaq National
Market or the Nasdaq SmallCap Market, the Fair Market Value of  a
share  of common stock of the Company shall be the closing  sales
price  for  such  stock (or the closing bid,  if  no  sales  were
reported)  as quoted on such exchange or market (or the  exchange
or  market with the greatest volume of trading in common stock of
the  Company) on the last market trading day prior to the day  of
determination,  as reported in the Wall Street  Journal  or  such
other source as the Board deems reliable;

          (ii)  In  the  absence of such markets for  the  common
stock  of  the Company, the Fair Market Value shall be determined
in good faith by the Board.

10.    Adjustments Upon Changes In Stock.

     (a)   f any change is made in the stock subject to the Plan,
or  subject to any option granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock  dividend,
dividend  in  property other than cash, stock split,  liquidating
dividend,  combination of shares, exchange of shares,  change  in
corporate  structure  or  otherwise), the  Plan  and  outstanding
options  will  be  appropriately adjusted in  the  class(es)  and
maximum  number of shares subject to the Plan and  the  class(es)
and  number  of  shares and price per share of stock  subject  to
outstanding options.

     (b)   In  the  event  of:  (1) a merger or consolidation  in
which the Company is not the surviving corporation; (2) a reverse
merger in which the Company is the surviving corporation but  the
shares  of  the  Company's  common stock outstanding  immediately
preceding  the merger are converted by virtue of the merger  into
other  property,  whether  in the form  of  securities,  cash  or
otherwise; or (3) any other capital reorganization in which  more
than fifty percent (50%) of

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the  shares of the Company  entitled  to vote are  exchanged, any
surviving  corporation, other  than the Company, shall assume any
options  outstanding under the  Plan or shall substitute  similar
options  for those outstanding  under the Plan or, if the Company
is the surviving corporation, such options shall continue in full
force and effect.

11.  Amendment Of The Plan And Options.

     (a)  The Board at any time, and from time to time, may amend
the  Plan.   Except  as  provided in  paragraph  10  relating  to
adjustments  upon  changes  in  stock,  no  amendment  shall   be
effective  unless  approved by the stockholders  of  the  Company
within  twelve  (12) months before or after the adoption  of  the
amendment, where the amendment will increase the number of shares
which may be issued under the Plan.

     (b)  The Board at any time, and from time to time, may amend
the  terms  of  any one or more options granted under  the  Plan;
provided,  however,  that the rights and  obligations  under  any
option  granted  before any amendment of the Plan  shall  not  be
altered  or  impaired by such amendment unless  (i)  the  Company
requests the consent of the person to whom the option was granted
and  (ii)  such person consents in writing.  Notwithstanding  the
foregoing,  the  Board shall not, without  the  approval  of  the
stockholders  of  the  Company, authorize the  amendment  of  any
outstanding option to reduce its exercise price.  Furthermore, no
option shall be canceled and replaced with grants having a  lower
exercise  price  without the further approval of stockholders  of
the Company.

12.  Termination Or Suspension Of The Plan.

     (a)   The  Board may suspend or terminate the  Plan  at  any
time.   Unless  sooner terminated, the Plan shall  terminate  ten
years  from  the  date  the  Board approves  this  amendment  and
restatement  of  the Plan.  No options may be granted  under  the
Plan while the Plan is suspended or after it is terminated.

     (b)   Rights and obligations under any option granted  while
the  Plan  is  in  effect  shall not be altered  or  impaired  by
suspension or termination of the Plan, except with the consent of
the person to whom the option was granted.

     (c)  The Plan shall terminate upon the occurrence of any  of
the events described in Section 10(b) above.

13.  Effective Date Of Plan; Conditions Of Exercise.

     (a)  This amendment and restatement of the Plan shall become
effective upon adoption by the Board of Directors, subject to the
condition subsequent that this amendment and restatement  of  the
Plan  is  approved by the stockholders of the Company.  Following
the  effective  date  of this amendment and restatement,  options
shall  not be granted under the terms of the Plan in effect prior
to such effective date.

     (b)  No option granted under the Plan shall be exercised  or
exercisable unless and until the condition of subparagraph  13(a)
above has been met.