S-8

As filed with the Securities and Exchange Commission on December 16, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

CV THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	43-1570294
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3172 Porter Drive

Palo Alto, California 94304

(650) 384-8500

(Address of Principal Executive Offices including Zip Code)

CV Therapeutics, Inc. 2000 Equity Incentive Plan

CV Therapeutics, Inc. Employee Stock Purchase Plan

(Full title of the plan)

Copy to:

Louis G. Lange, M.D., Ph.D. Chief Executive Officer CV THERAPEUTICS, INC. 3172 Porter Drive Palo Alto, California 94304 (650) 384-8500 William C. Davisson, Esq. LATHAM & WATKINS 135 Commonwealth Dr. Menlo Park, California 94025 (650) 328-4600

(Name and address, including zip code, and telephone

number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount To Be Registered (3)	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price (4)			Amount Of Registration Fee
Common Stock, $0.001 par value, issuable under the CV Therapeutics, Inc. 2000 Equity Incentive Plan (1)	404,685	$	21.405	(5)	$	8,662,282.43		$	303.55
Common Stock, $0.001 par value, issuable under the CV Therapeutics, Inc. Employee Stock Purchase Plan (2)	250,000	$	21.405	(6)	$	5,351,250		$	629.84
Preferred Stock Purchase Rights	654,685		(7	)		(7	)		(7	)

(1) The CV Therapeutics, Inc. 2000 Equity Incentive Plan (the “Incentive Plan”) authorizes the issuance of a maximum of 2,854,685 shares, of which 404,685 of the authorized shares are being registered hereunder. The Registrant previously registered 3,760,325 shares for issuance under the CV Therapeutics, Inc. 2000 Nonstatutory Incentive Plan (the “Nonstatutory Plan”) on Form S-8, 1,150,000 of which were registered on Form S-8 filed September 30, 2003 (Registration No. 333-109333) (the “Prior Registration Statement”). 404,685 of the shares registered for issuance under the Nonstatutory Plan have not been issued and the Registrant has terminated the Nonstatutory Plan. A filing fee of $716 was previously paid with respect to such 404,685 shares under the Prior Registration Statement, which shares are being carried forward to this registration statement for issuance under the Incentive Plan, and the appropriate portion of the registration fee has been deducted from the registration fee otherwise payable pursuant to this registration statement.

(2) The CV Therapeutics, Inc. Employee Stock Purchase Plan authorizes the issuance of a maximum of 923,889 shares, of which 250,000 shares are being registered hereunder.

(3) Pursuant to Rule 416(a), this registration statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share, which become issuable under the Incentive Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended (the “Securities Act”).

(5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, based on the average of the high ($21.59) and low ($21.22) prices of the Registrant’s Common Stock as reported on the Nasdaq National Market on December 13, 2004 (the “Nasdaq Price”).

(6) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, based on the Nasdaq Price.

(7) Rights to acquire shares of the Registrant’s Series A Junior Participating Preferred Stock are attached to and trade with the common stock of the Registrant. Value attributable to such rights, if any, is reflected in the market price of the common stock.

This registration statement will become effective upon filing in accordance with Rule 462 under the Securities Act.

PART I

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

By a registration statement on Form S-8 filed with the Commission on January 29, 2001, Registration Statement No. 333-54526 (the “First Incentive Plan Registration Statement”), the Registrant registered 1,500,000 shares of its Common Stock issuable under the CV Therapeutics, Inc. 2000 Equity Incentive Plan (the “Incentive Plan”). By a registration statement on Form S-8 filed with the Commission on August 15, 2002, Registration Statement No. 333-98195 (the “Second Incentive Plan Registration Statement”), the Registrant registered 950,000 shares of Common Stock issuable under the Incentive Plan. The Registrant is hereby registering 404,685 shares of Common Stock issuable under the Incentive Plan, as described below.

As amended and restated effective May 26, 2004, the Incentive Plan authorizes the issuance of a number of shares of Common Stock equal to the sum of (i) the number of shares of Common Stock remaining available for issuance as of March 29, 2004 under the CV Therapeutics, Inc. 2000 Nonstatutory Incentive Plan (the “Nonstatutory Plan”), and (ii) the number of shares of Common Stock that after March 29, 2004 again become available for issuance under the Nonstatutory Plan as a result of stock and option awards granted thereunder expiring or terminating without having been exercised in full.

As of May 26, 2004, the Registrant has terminated the Nonstatutory Plan. 404,685 shares remained available for issuance under the Nonstatutory Plan, and options to purchase 3,339,836 shares of common stock were outstanding under the Nonstatutory Plan. Pursuant to the amendment to the Incentive Plan, these shares are now issuable or may become issuable under the Incentive Plan as described above. The Registrant will file a post-effective amendment to the prior registration statement to such effect. The Registrant is hereby registering such additional 404,685 shares for issuance pursuant to the Incentive Plan.

By a registration statement on Form S-8 filed with the Commission on January 8, 1997, Registration Statement No. 333-19389 (the “First ESPP Registration Statement”), the Registrant registered 150,000 shares of its Common Stock issuable under the CV Therapeutics, Inc. Employee Stock Purchase Plan (the “ESPP”). By a registration statement on Form S-8 filed with the Commission on August 11, 2000, Registration Statement No. 333-43560 (the “Second ESPP Registration Statement”), the Registrant registered 75,000 shares issuable under the ESPP. By a registration statement on Form S-8 filed with the Commission on June 29, 2001, Registration Statement No. 333-64230 (the “Third ESPP Registration Statement”), the Registrant registered 98,889 shares issuable under the ESPP. By a registration statement on Form S-8 filed with the Commission on August 15, 2002, Registration Statement No. 333-98195 (the “Fourth ESPP Registration Statement”), the Registrant registered 100,000 shares of Common Stock issuable under the ESPP. By a registration statement on Form S-8 filed with the Commission on September 30, 2003, Registration Statement No. 333-109333 (the “Fifth ESPP Registration Statement”), the Registrant registered 250,000 shares of Common Stock issuable under the ESPP. The Registrant is hereby registering 250,000 shares of Common Stock issuable under the ESPP.

Pursuant to General Instruction E of Form S-8, the contents of the First Incentive Plan Registration Statement, Second Incentive Plan Registration Statement, First ESPP Registration Statement, Second ESPP Registration Statement, Third ESPP Registration Statement, Fourth ESPP Registration Statement, and Fifth ESPP Registration Statement are incorporated by reference herein.

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PART II

Item 8. Exhibits

See the Exhibit Index on Page 7.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Palo Alto, County of Santa Clara, State of California, on the 16^th day of December, 2004.

CV THERAPEUTICS, INC.
By:	/s/ DANIEL K. SPIEGELMAN
	Daniel K. Spiegelman
	Senior Vice President and Chief Financial Officer (Principal financial and accounting officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints LOUIS G. LANGE and DANIEL K. SPIEGELMAN, jointly and severally, his or her attorneys-in-fact and agents, each with power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ LOUIS G. LANGE, M.D., PH.D. Louis G. Lange, M.D., Ph.D.	Chairman of the Board and Chief Executive Officer (Principal executive officer)	December 16, 2004
/s/ DANIEL K. SPIEGELMAN Daniel K. Spiegelman	Senior Vice President and Chief Financial Officer (Principal financial and accounting officer)	December 16, 2004
/s/ SANTO J. COSTA	Director	December 16, 2004
Santo J. Costa
/s/ JOHN GROOM	Director	December 16, 2004
John Groom
/s/ THOMAS L. GUTSHALL	Director	December 16, 2004
Thomas L. Gutshall
/s/ PETER BARTON HUTT	Director	December 16, 2004
Peter Barton Hutt

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Signatures	Title	Date
/s/ KENNETH B. LEE, JR.	Director	December 16, 2004
Kenneth B. Lee, Jr.
/s/ BARBARA J. MCNEIL, M.D., PH.D.	Director	December 16, 2004
Barbara J. McNeil, M.D., Ph.D.
/s/ COSTA G. SEVASTOPOULOS, PH.D.	Director	December 16, 2004
Costa G. Sevastopoulos, Ph.D.

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INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION
4.1	Amended and Restated Certificate of Incorporation of CV Therapeutics, Inc., filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (incorporated herein by reference).
4.2	Amendment No. 1 to the Amended and Restated Certificate of Incorporation of CV Therapeutics, Inc., filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-53206) (incorporated herein by reference).
4.3	Certificate of Designation of CV Therapeutics, Inc. establishing the terms of the Registrant’s Series A Junior Participating Preferred Stock filed as Exhibit 10.78 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 (incorporated herein by reference).
4.4	Certificate of Designation of Series A Junior Participating Preferred Stock dated February 23, 2004 filed as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (incorporated herein by reference).
4.5	Restated Bylaws of CV Therapeutics, Inc., as amended, filed as Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-12675), as amended (incorporated herein by reference).
4.6	CV Therapeutics, Inc. 2000 Equity Incentive Plan, as amended filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004 (incorporated herein by reference).
4.7	CV Therapeutics, Inc. Employee Stock Purchase Plan, as amended, filed as Exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-109333) (incorporated herein by reference).
4.8	First Amended and Restated Rights Agreement dated July 19, 2000 between the Registrant and Wells Fargo Bank Minnesota, N.A., filed as Exhibit 10.77 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 (incorporated herein by reference).
4.9	Form of Restricted Stock Unit Agreement under the 2000 Equity Incentive Plan, as amended.
4.10	Form of Stock Appreciation Right Agreement under the 2000 Equity Incentive Plan, as amended.
4.11	Form of Notice of Grant of Stock Options and Stock Option Terms and Conditions under the 2000 Equity Incentive Plan, as amended.
5.1	Opinion of Latham & Watkins LLP.
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
23.2	Consent of Ernst & Young LLP, Independent Auditors.
24.1	Power of Attorney (included on the signature page to this Registration Statement).

EX-4.9

Exhibit 4.9

CV THERAPEUTICS, INC.

Restricted Stock Unit Agreement

Grant Notice

CV Therapeutics, Inc. (the “Company”) hereby grants you,                      (the “Employee”), an award of Restricted Stock Units (“RSUs”) under the Company’s Amended and Restated 2000 Equity Incentive Plan, as amended (the “Plan”), the terms of which are hereby incorporated by reference. The date of this Restricted Stock Unit Agreement, which includes Appendix A attached hereto and incorporated herein (the “Agreement”), is                          , 2004 (the “Effective Date”). Subject to the remaining terms of this Agreement and of the Plan, the principal features of this award are as follows:

Number of RSUs:         

Vesting of RSUs: The RSUs will vest according to the following schedule:

So long as you remain in Continuous Service through each such date, 1/48^th of the RSUs shall become vested on the last day of each calendar month following the Effective Date (rounding up to the nearest whole RSU), such that 100% of the RSUs are vested on the last day of the 48^th month following the Effective Date (the “Time Vesting Schedule”).

Notwithstanding the foregoing, if in any calendar quarter after the Effective Date the cumulative product revenue as reported in the Company’s SEC filed reports for the four preceding calendar quarters (“Measurement Period”) is greater than or equal to $50,000,000 (the “Performance Goal”), the RSUs shall immediately become 100% vested; provided you remain in Continuous Service through the last day of the Measurement Period in which the Performance Goal was achieved.

Unless otherwise defined herein or in Appendix A, capitalized terms herein or in Appendix A shall have the defined meanings ascribed to them in the Plan.

Your signature below indicates your agreement and understanding that this award is subject to all of the terms and conditions contained in this Agreement (including Appendix A) and the Plan. For example, important additional information on vesting and forfeiture of the RSUs is contained in Paragraphs 4 through 6 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.

CV THERAPEUTICS, INC.	EMPLOYEE
[NAME]	[NAME]
	Address:
[TITLE]
Date:                     , 2004	Date:                     , 2004

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APPENDIX A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

1. Grant. The Company hereby grants to the Employee under the Plan an award of that number of RSUs set forth on the first page of this Agreement, subject to all of the terms and conditions in this Agreement and the Plan.

2. Plan Governs. The RSUs are issued pursuant to, and the terms of this Agreement are subject to, all terms and provisions of the Plan, including without limitation Article XI of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.

3. Company’s Obligation to Pay. Each RSU has a value equal to the Fair Market Value of a share of Common Stock on the date the shares subject thereto are distributed. Unless and until the RSUs will have vested in the manner set forth in paragraphs 4 and 5, the Employee will have no right to payment of any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

4. Vesting Schedule. Subject to paragraph 5, the RSUs awarded by this Agreement will vest in the Employee according to the vesting schedule set forth on the first page of this Agreement, subject to the Employee’s remaining in Continuous Service through such vesting period(s) or date(s).

5. Forfeiture upon Termination as Service Provider. Notwithstanding any contrary provision of this Agreement, if the Employee terminates Continuous Service for any or no reason, the then-unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company and the Employee shall have no further rights thereunder; provided, that in the event of the Employee’s termination of Continuous Service after the last day of the Measurement Period in which the Performance Goal is achieved but prior to the revenues giving rise to the achievement of the Performance Goal having been reported in the Company’s SEC filed reports, the Employee shall become fully vested in one hundred percent (100%) of the RSUs as a result of the achievement of the Performance Goals without regard to the Employee’s termination of Continuous Service. To the extent not already paid, RSUs that vest in accordance with the Time Vesting Schedule shall be paid following the Employee’s termination of Continuous Service in accordance with Section 6 below.

6. Payment after Vesting.

(a) Shares of Common Stock subject to any RSUs that vest in accordance with the Time Vesting Schedule (i.e., that become vested without regard to whether the Performance Goal is attained) will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in whole shares of Common Stock on each of the twenty-four (24), thirty-six (36) and forty-eight (48) month anniversaries of the Effective Date (each a “Distribution Date”), with respect to shares of Common Stock subject to those RSUs that have vested prior to each such date and which have not previously been paid (without regard to whether the Employee is employed on such Distribution Date).

(b) Upon attainment of the Performance Goal, the shares of Common Stock subject to the RSUs that are unvested immediately prior to such attainment will vest and immediately be paid to the Employee; provided the Employee remains in Continuous Service through the last day of the Measurement Period in which the Performance Goal was achieved.

(c) To the extent determined appropriate by the Company, any federal, state and local withholding taxes with respect to such RSUs will be paid by reducing the number of shares of Common Stock actually paid to the Employee.

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7. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Common Stock deliverable hereunder unless and until certificates representing such shares of Common Stock will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee.

8. No Effect on Employment. This Agreement is not an employment contract, and nothing herein shall be deemed to create in any way whatsoever any obligation on the Employee’s part to continue in the employ of the Company, or of the Company to continue the Employee’s employment with the Company. The Employee’s employment with the Company is on an at-will basis only. The Company will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause.

9. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at its principal place of business (attention: General Counsel), or at such other address as the Company may hereafter designate in writing. Any notices provided for in this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to the Employee, five (5) days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified on the first page of this Agreement or at such other address as the Employee may hereafter designate by written notice to the Company.

10. Transferability. Except as approved by the Company’s Chief Executive Officer (or the Compensation Committee of the Board, if as of the date of such approval the Employee is an Officer) and to the limited extent provided in paragraph 6, this grant and the rights and privileges conferred hereby, including without limitation the shares of Common Stock issuable following the vesting of the RSUs, will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process until, with respect to whole shares of Common Stock issuable following the vesting of the RSUs, such shares are issued pursuant to Section 6 above. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

11. Binding Agreement. Subject to the limitations on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

12. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the shares of Common Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition to the issuance of shares of Common Stock to the Employee (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

13. Committee Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any RSUs have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

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14. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

15. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

16. Amendment. The Committee may amend, terminate or revoke this Agreement in any respect to the extent determined necessary or desirable by the Committee in its discretion to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. Employee expressly understands and agrees that no additional consent of Employee shall be required in connection with such amendment, termination or revocation.

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EX-4.10

Exhibit 4.10

CV THERAPEUTICS, INC.

Stock Appreciation Rights Agreement

Grant Notice

CV Therapeutics, Inc. (the “Company”) hereby grants you,                      (the “Employee”), an award of Stock Appreciation Rights (“SARs”) under the Company’s Amended and Restated 2000 Equity Incentive Plan, as amended (the “Plan”), the terms of which are hereby incorporated by reference. The date of this Stock Appreciation Rights Agreement, which includes Appendix A attached hereto and incorporated herein (the “Agreement”), is                          , 2004 (the “Effective Date”). Subject to the remaining terms of this Agreement and of the Plan, the principal features of this award are as follows:

Employee:

Grant Date:

Vesting Commencement Date:

Determination Period Commencement Date:

Base Price per Stock Appreciation Right: $

Number of Stock Appreciation Rights:

Expiration Date:

Exercise Schedule: This Award shall vest and be automatically exercised for the Stock Appreciation Rights in a series of four (4) successive equal annual installments upon Participant’s completion of each year of Service over the four (4)-year period measured from the Vesting Commencement Date. In no event shall this Award become vested and exercisable for any additional Stock Appreciation Rights after Employee’s cessation of Service.

Unless otherwise defined herein or in Appendix A, capitalized terms herein or in Appendix A shall have the defined meanings ascribed to them in the Plan.

Your signature below indicates your agreement and understanding that this award is subject to all of the terms and conditions contained in this Agreement (including Appendix A) and the Plan. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.

DATED:                     , 200
CV THERAPEUTICS, INC.	EMPLOYEE
[NAME]	[NAME]
	Address:
Date:                     , 2004	Date:                     , 2004

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APPENDIX A

TERMS AND CONDITIONS OF

STOCK APPRECIATION RIGHTS AGREEMENT

Pursuant to the Stock Appreciation Rights Grant Notice (“Grant Notice”) to which this Stock Appreciation Rights Agreement (this “Agreement”) is attached, CV Therapeutics, Inc. (the “Company”) has granted to Employee the number of Stock Appreciation Rights indicated in the Grant Notice under the Plan.

ARTICLE I

GENERAL

1.1 Plan Governs. The SARs are issued pursuant to, and the terms of this Agreement are subject to, all terms and provisions of the Plan, including without limitation Article XI of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.

1.2 Definitions. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan.

ARTICLE II

GRANT OF STOCK APPRECIATION RIGHTS

2.1 Grant of Stock Appreciation Rights. In consideration of Employee’s past and/or continued employment with or service to the Company and for other good and valuable consideration, effective as of the Grant Date (the “Grant Date”) set forth in the Grant Notice, the Company grants to Employee the number of Stock Appreciation Rights set forth in the Grant Notice, upon the terms and conditions set forth in the Plan, this Agreement and the Grant Notice.

2.2 Base Price. The Base Price of each Stock Appreciation Right shall be as set forth in the Grant Notice.

ARTICLE III

AUTOMATIC EXERCISABILITY

3.1 Automatic Exercise on Vesting Dates.

(a) Subject to Sections 3.2 and 5.6, the Stock Appreciation Rights subject to the Award shall vest and automatically be exercised an each vesting date set forth in the Exercise Schedule in the Grant Notice (each, an “Exercise Date”).

(b) This Award shall terminate immediately upon the Employee’s cessation of Continuous Service. No portion of the Award which has not become vested and exercised upon the Employee’s cessation of Continuous Service shall thereafter become vested and exercisable, except as may be otherwise provided by the Plan Administrator or as set forth in a written agreement between the Company and Employee.

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ARTICLE IV

EXERCISE OF AWARD

4.1 Exercise Proceeds.

(a) Not later than ten (10) days following each Exercise Date, the Company shall mail or otherwise deliver to the Employee an amount in respect of each Stock Appreciation Right automatically exercised on such Exercise Date equal to the Fair Market Value of the Company’s Common Stock less the Base Price per Stock Appreciation Right set forth in the Grant Notice (the “SAR Payment Amount”).

(b) Notwithstanding Section 4.1(a), in no event shall any SAR Payment Amount exceed thirty dollars ($30).

(c) The SAR Payment Amount shall be paid by the Company in whole shares of the Company’s Common Stock, with fractional amounts payable in cash; provided, however, that at the Company’s sole discretion all or a portion of the SAR Payment Amount may be paid in cash or other property.

(d) Any amount payable pursuant to this Section 4.1 shall be subject to the Company’s collection of all applicable federal, state and local income and employment taxes required to be withheld therefrom.

4.2 No Rights of Ownership. At no time shall the Employee have any rights of ownership with respect to any Company Common Stock by reason of the grant or exercise of this Award.

ARTICLE V

OTHER PROVISIONS

5.1 Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Common Stock deliverable hereunder unless and until certificates representing such shares of Common Stock will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee.

5.2 No Effect on Employment. This Agreement is not an employment contract, and nothing herein shall be deemed to create in any way whatsoever any obligation on the Employee’s part to continue in the employ of the Company, or of the Company to continue the Employee’s employment with the Company. The Employee’s employment with the Company is on an at-will basis only. The Company will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause.

5.3 Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at its principal place of business (attention: General Counsel), or at such other address as the Company may hereafter designate in writing. Any notices provided for in this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to the Employee, five (5) days after deposit in the United States mail, postage prepaid, addressed to the Employee at the address specified on the first page of this Agreement or at such other address as the Employee may hereafter designate by written notice to the Company.

5.4 Transferability. Except as approved by the Company’s Chief Executive Officer (or the Compensation Committee of the Board, if as of the date of such approval the Employee is an Officer) this grant and the rights and privileges conferred hereby, including without limitation any shares of Common Stock issuable following the vesting and exercise of the SARs will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process until, with respect to whole shares of Common Stock issuable following the vesting and exercise of

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the SARs, such shares are issued pursuant to Article IV above. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

5.5 Binding Agreement. Subject to the limitations on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

5.6 Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the shares of Common Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition to the issuance of shares of Common Stock to the Employee (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

5.7 Committee Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

5.8 Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.9 Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

5.10 Amendment. The Committee may amend, terminate or revoke this Agreement in any respect to the extent determined necessary or desirable by the Committee in its discretion to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. Employee expressly understands and agrees that no additional consent of Employee shall be required in connection with such amendment, termination or revocation.

3

EX-4.11

Exhibit 4.11

Notice of Grant of Stock Options and Stock Option Terms and Conditions

Notice of Grant of Stock Options	CV Therapeutics, Inc.
	EIN: 43-1570294
	3172 Porter Drive
	Palo Alto, CA 94304
	(650) 812-9513

[Optionee Name]	SSN:
[Optionee Street Address]	Plan:                    [Name of Plan]
[Optionee Address]

Date of Grant:	____________________
Vesting Commencement Date:	____________________
Exercise Price per Share:	$
Total Number of Shares Granted:	____________________
Total Exercise Price:	$
Term/Expiration Date:	____________________
Type of Option:                     ¨  Incentive Stock Option                     ¨  Nonstatutory Stock Option

Vesting Schedule:          The shares subject to this Option shall vest according to the following schedule:

No. of Shares Vest Type Full Vest

Optionee acknowledges and agrees that the vesting of shares pursuant to the option hereof is earned only by continuing consultancy or employment at the will of the Company (not through the act of being hired, being granted this option or acquiring shares hereunder). Optionee further acknowledges and agrees that nothing in this agreement, nor in the Company’s stock plan under which this option is granted, which stock plan is incorporated herein by reference, shall confer upon Optionee any right with respect to continuation of employment or consultancy by the Company, nor shall it interfere in any way with Optionee’s right or the company’s right to terminate Optionee’s employment or consultancy at any time, with or without cause.

Optionee acknowledges receipt of a copy of the stock plan under which this option is granted and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions related to this Option or arising under the stock plan under which this option is granted. Optionee further agrees to notify the Company upon any change in the residence address indicated above.

The options granted hereunder are governed by the Stock Option Terms and Conditions attached hereto and incorporated herein by this reference. By your signature and the Company’s signature below, you agree to be bound by the terms and conditions of the stock plan under which this option is granted and the Stock Option Terms and Conditions attached hereto.

CV Therapeutics, Inc.	Date
Optionee	Date

CV THERAPEUTICS, INC.

STOCK OPTION TERMS AND CONDITIONS

1. Plan Incorporated by Reference. This Option is issued pursuant to the CV Therapeutics, Inc. [INSERT NAME OF PLAN] (the “Plan”), the terms of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings given to them in the attached Notice of Grant of Stock Options and in the Plan. In the event of any conflict between the provisions of this option and those of the Plan, the provisions of the Plan shall control.

2. Option Shares and Exercise Price. The Company hereby grants to the Optionee an Option to purchase the Common Stock (the “Shares”) set forth in the Notice of Grant of Stock Options, at the exercise price per Share set forth in the Notice of Grant of Stock Options (the “Exercise Price”).

3. Exercisability Schedule. Provided you have remained in continuous service as an Employee, Director or Consultant as of each applicable vesting date, as required by the Plan, this Option shall become vested and exercisable in accordance with the Vesting Schedule set forth in the Notice of Grant of Stock Options.

4. Payment of Exercise Price. Payment of the exercise price per share is due in full upon exercise of all or any part of each installment which has accrued to you. You may elect, to the extent permitted by applicable statutes and regulations, to make payment of the exercise price under one of the following alternatives:

(a) Payment of the exercise price per share in cash (including check) at the time of exercise;

(b) With the consent of the administrator of the Plan, and provided that at the time of 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 issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option or the exercised portion of the Option;

(c) Payment by delivery of a notice that you have placed a market sell order with a broker with respect to shares of the Company’s Common Stock then issuable upon exercise of the Option and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price of the Option or the exercised portion of the Option; provided that payment of such proceeds is then made to the Company upon settlement of such sale;

(d) With the consent of the administrator of the Plan, payment in any other form of legal consideration that may be acceptable to the administrator of the Plan, including a full recourse promissory note bearing interest at a market rate of interest and payable upon such terms as may be prescribed by the administrator of the Plan; or

(e) With the consent of the administrator of the Plan, payment by a combination of the methods of payment permitted by subparagraph 4(a) through 4(d) above.

5. No Fractional Shares. This option may not be exercised for any number of shares which would require the issuance of anything other than whole shares.

6. Compliance with Securities Laws. Notwithstanding anything to the contrary contained herein, this option may not be exercised unless the shares issuable upon exercise of this option are then registered under the Securities Act of 1933, as amended (the “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 Act.

7. Option Term. The term of this option commences on the date of grant of the Option set forth in the Notice of Grant of Stock Option and, unless sooner terminated as set forth below or in the Plan, terminates on the expiration date of the Option set forth in the Notice of Grant of Stock Option (which date shall be no more than ten (10) years from the date of grant of the Option). In no event may this option be exercised on or after the date on which it terminates. This option shall terminate prior to the expiration of its term as follows: three (3) months after the termination of your continuous service as an Employee, Director or Consultant, as determined under the Plan, for any reason or for no reason unless:

(a) such termination of continuous service as an Employee, Director or Consultant is due to your permanent and total disability (within the meaning of Section 22(e)(3) of the Code), in which event the option shall terminate on the earlier of the expiration date of the Option set forth above or twelve (12) months following such termination of continuous service as an Employee, Director or Consultant;

(b) such termination of continuous service as an Employee, Director or Consultant is due to your death, in which event the option shall terminate on the earlier of the expiration date of the Option set forth above or eighteen (18) months after your death; or

(c) during any part of such three (3) month period the option is not exercisable solely because of the condition set forth in paragraph 6 above, in which event the option shall not terminate until the earlier of the expiration date of the Option set forth above or until it shall have been exercisable for an aggregate period of three (3) months after the termination of continuous service as an Employee, Director or Consultant.

However, this option may be exercised following termination of employment only as to that number of shares as to which it was vested and exercisable on the date of such termination of continuous service as an Employee, Director or Consultant.

8. Method of Exercise. This option may be exercised, to the extent specified above, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require pursuant to the Plan. By exercising this option you agree that the Company may require you to enter an arrangement providing for the cash payment by you to the Company of any tax withholding obligation of the Company.

9. Option Not Transferable. This option is not transferable, except by will or by the laws of descent and distribution and is exercisable during your life only by you. By delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise this option.

10. No Right to Employment. This option is not an employment contract and nothing in this option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company, or of the Company to continue your employment with the Company. In the event that this option is granted to you in connection with the performance of services as a Consultant or Director, references to employment, Employee and similar terms shall be deemed to include the performance of services as a Consultant or a Director, as the case may be, provided, however, that no rights as an Employee shall arise by reason of the use of such terms.

11. Notices. Any notices provided for in this option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified on the Notice of Grant of Stock Options or at such other address as you hereafter designate by written notice to the Company.

12. ISO Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

EX-5.1

Exhibit 5.1

[LATHAM & WATKINS LLP LETTERHEAD]

December 16, 2004

CV Therapeutics, Inc.

3172 Porter Drive

Palo Alto, California 94304

Re: Registration Statement on Form S-8; 654,685 Shares of Common Stock, par value $0.001 per Share

Ladies and Gentlemen:

In connection with the registration by CV Therapeutics, Inc., a Delaware corporation (the “Company”), of 404,685 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) issuable under the Company’s 2000 Equity Incentive Plan, as amended as of May 26, 2004 (the “Incentive Plan”), and the Company’s Employee Stock Purchase Plan, as amended as of May 22, 2003 (the “ESPP” and, together with the Incentive Plan, the “Plans”), under the Securities Act of 1933, as amended, on Form S-8 filed with the Securities and Exchange Commission on the date hereof (the “Registration Statement”), you have requested our opinion set forth below.

In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and for purposes of this opinion, have assumed such proceedings will be timely completed in the manner contemplated by the Plans. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.

We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws.

Subject to the foregoing, it is our opinion that, as of the date hereof, when the terms (including the exercise price and exercise period in the case of the Incentive Plan, and the terms of the offering in the case of the ESPP) are determined by resolution of the Company’s Board of Directors, or a duly authorized committee thereof, in accordance with the Plans, when the person or persons entitled to receive Shares and the number of Shares to be issued to such person or persons pursuant to the options granted under the Incentive Plan are determined by resolution of the Company’s Board of Directors, or a duly authorized committee thereof, and upon execution, issuance and delivery of certificates representing the Shares (and notation of such issuance in the stock transfer records of the Company) and receipt of payment for such Shares in either case in the manner contemplated by the Plans in an amount in cash or other legal consideration of not less than the aggregate par value for such Shares, and assuming the Company completes all other actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the Plans, the Shares will be duly authorized, validly issued, fully paid and nonassessable.

We consent to your filing this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ LATHAM & WATKINS LLP

EX-23.2

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the CV Therapeutics, Inc. 2000 Equity Incentive Plan and the CV Therapeutics, Inc. Employee Stock Purchase Plan of our report dated February 4, 2004 (except for Note 14, as to which the date is March 2, 2004) with respect to the consolidated financial statements of CV Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Palo Alto, California

December 14, 2004