exv10w64






Exhibit
10.64



			
	 	 	 
	
	 	UBS Financial Services Inc.







Please complete and sign this form. 


We must receive it by November 14,
2008.




Acceptance of UBS’s offer relating to auction rate securities




By signing below and returning this form, I accept UBS’s offer of Rights relating to my Eligible
ARS in the account listed below. I understand and acknowledge the following:




	 	•	 	All Eligible ARS must remain in my UBS account listed below until I exercise my Rights to
sell my Eligible ARS to UBS or
they are redeemed by the issuer or purchased or sold on my behalf by UBS;
	 
	 	•	 	I will instruct my UBS Financial Advisor or Branch Manager if and when I want to exercise
my Rights and sell my Eligible
ARS to UBS during the period of June 30, 2010, through July 2, 2012;
	 
	 	•	 	The acceptance of UBS’s offer constitutes consent (to the extent legally required) for UBS,
acting as principal, to purchase
my Eligible ARS or to sell them on my behalf at any time in its sole discretion and without
other prior notice to me, from

the date that I accept this offer through July 2, 2012;
	 
	 	•	 	If UBS purchases, sells or otherwise disposes of my Eligible ARS, it will deposit the par
value in my account within one
business day of settlement of the transaction;
	 
	 	•	 	I release UBS and its employees/agents from all claims except claims for consequential
damages directly or indirectly relating
to its marketing and sale of ARS and expressly agree that I will not seek any damages or costs
(punitive damages, attorney
fees, etc.) other than consequential damages. I also will not serve as a class representative or
receive benefits under any
class action settlement or investor fund;
	 
	 	•	 	If the account named below is in the name of a corporation, partnership, trust or other
entity, I represent and warrant that I
have the power and authority to accept this offer on behalf of that entity.





	 	 	 	 	 
	 	 	Please complete and sign this form.
	 	 	We must receive it by
November 14, 2008.
	CYTOKINETICS, INC.
	 	 	 	 
	ATTN: SHARON
SURREY-BARBARI
	 	 	 	 
	280 EAST GRAND AVENUE

	 	Mail
	 	UBS Financial Services Inc.
	SO SAN FRANCISCO CA 94080-4808

	 	 	 	ATTN: ARS Group
	 

	 	 	 	1000 Harbor Boulevard
	 

	 	 	 	Weehawken, NJ 07086
	 
	 	 	 	 
	Account Number: CP 70764

	 	Fax
	 	+1-201-422-7766






	 	 	 	 	 	 	 	 	 
	

	 	Account owner signature
	 	/s/ Sharon A. BARBARI	 	Date
	 	10/27/08
	 

	 	Additional party signature
	 	SVP Finance and CFO
	 	Date	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Daytime telephone number
	 	(650) 624-3009	 	 	 	 












If you have questions, please contact your UBS Financial Advisor or Branch
Manager at +1-312-525-4500. Clients outside the U.S. may call +1-201-352-0105
collect.




We kindly request that you do not include comments or questions on this form as it could delay
processing of  your instructions.




UBS AG has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you make an investment decision, you
should read the prospectus in that registration statement and other documents that UBS has
filed with the SEC for more complete information about UBS and this offering. You may get
these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov or by calling
UBS’s ARS Client Service Center at +1-800-253-1974.




UBS Financial Services Inc. serves as the clearing firm for UBS International Inc.
Accordingly, the information and terms contained in this letter and the accompanying materials
are directed to clients of both UBS Financial Services Inc and UBS International Inc.



			
	 	 	 
	      ©2008 UBS Financial Services Inc. All rights reserved. Member SIPC.
	 	1C-ARS0