3. EXERCISE OF WARRANT; PAYMENT; ISSUANCE OF NEW WARRANT

 

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF  1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS FOR SUCH LAWS AS MAY THEN BE IN EFFECT, OR AN OPINION
OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.

                              WARRANT TO PURCHASE SHARES
                                   OF COMMON STOCK
                                           
Company:                CV Therapeutics, Inc., a Delaware corporation (the
                        "Company"), and any corporation that shall succeed to
                        the obligations of the Company under this Warrant.
    
Number of Shares:  
Class of Stock:         Common Stock
Initial Warrant Price:        per share
Expiration Date:        September 27, 2001
Date of Grant:          September 27, 1996
                         ---------------------------

    THIS CERTIFIES THAT, for value received, __________________________________
or nominees, is entitled to purchase the above number (as adjusted pursuant to 
Section 5 hereof) of fully paid and nonassessable shares of the above Class of 
Stock of the Company at the Initial Warrant Price above (as adjusted pursuant 
to Section 5 hereof), subject to the provisions and upon the terms and 
conditions set forth herein.

    1.   DEFINITIONS.

    As used herein, the following terms, unless the context otherwise requires,
shall have the following meanings:

         (a)  "Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations thereunder, as shall be
in effect at the time.  

         (b)  "Common Stock" shall mean shares of the presently authorized
common stock of the Company and any stock into which such common stock may
hereafter by exchanged.

         (c)  "Holder" shall mean any person who shall at the time be the
holder of this Warrant.

         (d)  "Shares" shall mean the shares of the Class of Stock that the
Holder is entitled to purchase upon exercise of this Warrant, as adjusted
pursuant to Section 5 hereof.

         (e)  "Warrant Price"  shall mean the Initial Warrant Price at which
this Warrant may be exercised, as adjusted pursuant to Section 5 hereof.

    2.   TERM.

    The purchase right represented by this Warrant is exercisable, in whole or
in part, at any time on or before the Expiration Date.

    3.   EXERCISE OF WARRANT; PAYMENT; ISSUANCE OF NEW WARRANT

         3.1.  Subject to Section 2 hereof, the purchase rights represented by
this Warrant may be exercised by the Holder, in whole or in part, by the
surrender of this Warrant (with the notice of exercise form attached hereto as
Appendix A duly executed) at the principal office of the Company and by the
payment to the Company, by check made payable to the Company drawn on a United
States bank and for United States dollars, or by wire transfer to an account of
the Company, of an amount equal to the then applicable Warrant Price per share
multiplied by the number of Shares then being purchased. In the event of any
exercise of the purchase right represented by this Section 3, certificates for
the Shares so purchased shall be delivered to the Holder within thirty (30) days
of receipt of such payment and, unless this Warrant has been fully exercised or
expired, a new Warrant (dated as of the date hereof) representing the portion of
the Shares, if any, with respect to which this Warrant shall not then have been
exercised shall also be issued to the Holder within such thirty (30) day period.

         3.2  The Company may require that such certificate or certificates
contain on the face thereof a legend substantially as follows:
    
    "The securities evidenced by this certificate have not been registered
    under the Securities Act of 1933, as amended, or applicable state
    securities laws and rules.  No sale, offer to sell or transfer of the
    shares represented by this certificate shall be made unless a
    registration statement under such act, and applicable state securities
    laws with respect to such shares is then in effect, or an exemption
    from such registration requirements for such laws is then in effect."

    4.   EXERCISE PRICE.  The Warrant Price at which this Warrant may be
exercised shall be the Initial Warrant Price, as adjusted from time to time
pursuant to Section 5 hereof.

    5.   ADJUSTMENT OF NUMBER AND KIND OF SHARES AND ADJUSTMENT OF WARRANT
PRICE.

         5.1  CERTAIN DEFINITIONS.     As used in this Section 5 the following
terms shall have the following respective meanings:

              (a)  OPTIONS:  rights, options or warrants to subscribe for,
    purchase or otherwise acquire shares of Common Stock or Convertible
    Securities.
    
              (b)  CONVERTIBLE SECURITIES:  any evidence of indebtedness,
    shares of stock or other securities directly or indirectly convertible into
    or exchangeable for Common Stock.

         5.2  ADJUSTMENTS.  The number and kind of securities purchasable upon
the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:

              (a)  RECLASSIFICATION, REORGANIZATION, CONSOLIDATION OR MERGER. 
    In the case of any reclassification of the Common Stock, or any
    reorganization, consolidation or merger of the Company with or into another
    corporation (other than a merger or reorganization with respect to which
    the Company is the continuing corporation and which does not result in any
    reclassification of the Common Stock), the Company, or such successor
    corporation, as the case may be, shall execute a new warrant, providing
    that the Holder shall have the right to exercise such new warrant and upon
    such exercise to receive, in lieu of each share of the Class of Stock
    theretofore issuable upon exercise of this Warrant, the number and kind of
    securities receivable upon such reclassification, reorganization,
    consolidation or merger by a holder of shares of the same Class of Stock of
    the Company for each such share of such Class of Stock.  The aggregate
    Warrant Price of the new warrant shall be the aggregate Warrant Price in
    effect immediately prior to the reclassification, reorganization,
    consolidation or merger and the Warrant Price per share shall be
    appropriately increased or decreased.  Such new warrant shall provide for
    adjustments which shall be as nearly equivalent as may be practicable to
    the adjustments provided for in this Section 5 including, without
    limitation, adjustments to the Warrant Price and to the number of share
    issuable upon exercise of this Warrant.  The provisions of this subsection
    (a) shall similarly apply to successive reclassification, reorganizations,
    consolidations or mergers.
    
              (b)  SPLIT, SUBDIVISION OR COMBINATION OF SHARES.  If the Company
    at any time while this Warrant remains outstanding and unexpired shall
    split, subdivide or combine the Class of Stock for which this Warrant is
    then exercisable, the Warrant Price shall be proportionately decreased in
    the case of a split or subdivision or proportionately increased in the case
    of a combination. Any adjustment under this subsection (b) shall become
    effective when the split, subdivision or combination becomes effective. 
    
              (c)   STOCK DIVIDENDS.  If the Company at any time while this
    Warrant remains outstanding and unexpired shall pay a dividend with respect
    to the Class of Stock for which this Warrant is then exercisable, payable
    in shares of that Class of Stock, Options, or Convertible Securities, the
    Warrant Price shall be adjusted, from and after the date of determination
    of the shareholders entitled to receive such dividend or distributions, to
    that price determined by multiplying the Warrant Price in effect
    immediately prior to such date of determination by a fraction (i) the
    numerator of which shall be the total number of shares of that Class of
    Stock outstanding immediately prior to such dividend or distribution, and
    (ii) the denominator of which shall be the total number of shares of the
    same Class of Stock outstanding immediately after such dividend or
    distribution (including shares of that Class of Stock issuable upon
    exercise, conversion or exchange of any Option or Convertible Securities
    issued as such dividend or distribution).  If the Options or Convertible
    Securities issued as such dividend or distribution by their terms provide,
    with the passage of time or otherwise, for any decrease in the
    consideration payable to the Company, or any increase by the number of
    shares issuable upon exercise, conversion or exchange thereof (by change of
    rate or otherwise), the Warrant Price shall, upon any such decrease or
    increase becoming effective, be reduced to reflect such decrease or
    increase as if such decrease or increase became effective immediately prior
    to the issuance of the Options or Convertible Securities as the dividend or
    distribution.  Any adjustment under this subsection (c) shall become
    effective on the record date.

              (d)  OTHER SECURITIES.  In the event the Company at any time or
    from time to time after the issuance of this Warrant makes, or fixes a
    record date for the determination of Holders of Common Stock entitled to 
    receive, a dividend or other distribution payable in securities of the 
    Company other than shares of Common Stock, then, and in each such event, 
    provision shall be made so that the Holder shall receive, upon exercise 
    hereof, in addition to the number of shares of Common Stock receivable 
    thereupon, the amount of securities of the Company which the Holder would 
    have received had this Warrant been exercised for such Common Stock on 
    the date of such event and had the Holder thereafter, during the period 
    from the date of such event to and including the date of exercise, 
    retained such securities receivable by such Holder as aforesaid during 
    such period, subject to all other adjustments called for during such 
    period under this Section 5 with respect to the rights of the Holder.

    5.3  ADJUSTMENT OF NUMBER OF SHARES.  Upon each adjustment in the Warrant
Price pursuant to subsection 9(b) and (c) of this Article 5, the number of 
Shares issuable upon exercise of this warrant shall be adjusted to the product 
obtained by multiplying the number of Shares issuable immediately prior to such
adjustment in the Warrant Price by a fraction (i) the numerator of which shall
be the Warrant Price immediately prior to such adjustment, and (ii) the
denominator of which shall be the Warrant Price immediately after such
adjustment.
    

    6.   NOTICE OF ADJUSTMENTS.  Whenever the Warrant Price shall be adjusted
pursuant to Section 5 hereof, the Company shall issue a certificate signed by
its chief financial officer or chief executive officer setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Warrant
Price after giving effect to such adjustment and shall cause a copy of such
certificate to be mailed (by first class mail, postage prepaid) to the Holder.

    7.   RIGHT TO CONVERT WARRANT INTO STOCK.

         7.1  RIGHT TO CONVERT.  In addition to the rights granted under
Section 3 of this Warrant, the Holder shall have the right to require the
Company to convert (the "Conversion Right") into shares of the Class of Stock
for which the Warrant is then exercisable, as provided in this Section 7. Upon
exercise of the Conversion Right, the Company shall deliver to the Holder
(without payment by the Holder of any Warrant Price) that number of shares of
stock equal to the quotient obtained by dividing (x) the value of this Warrant
at the time of the Conversion Right is exercised (determined by subtracting the
aggregate Warrant Price immediately prior to the exercise of the Conversion
Right from the aggregate Conversion Price (as hereinafter determined) by (y) the
Conversion Price.

         7.2  METHOD OF EXERCISE.  The Conversion Right may be exercised at any
time by the Holder by the surrender of this Warrant at the principal office of
the Company together with a written statement specifying that the Holder thereby
intends to exercise the Conversion Right.  Certificates of the shares of stock
issuable upon exercise of the Conversion Right shall be delivered to the Holder
within thirty (30) days following the Company's receipt of this Warrant together
with the aforesaid written statement.

         7.3  AUTOMATIC CONVERSION PRIOR TO EXPIRATION.  To the extent this
Warrant is not previously exercised, and if the fair market of one share of the
Class of Stock issuable upon exercise of this Warrant is greater than the
Warrant Price per share, this Warrant shall be deemed automatically exercised in
accordance with Section 7.1 hereof (even if not surrendered) immediately before
its expiration.  To the extent this Warrant or any portion thereof is deemed
automatically exercised pursuant to this Section 7.3, the Company agrees to 
notify Holder within a reasonable period of time of the number of shares of 
the Class of Stock, if any, Holder is to receive by reason of such automatic 
exercise.  The Company shall issue to the Holder certificates for the Shares 
issued upon such automatic conversion in accordance with Section 7.2 above, 
although the Company may condition receipt of the certificate upon surrender 
of the Warrant to the Company.  

7.4 CONVERSION PRICE.  The Conversion is determined as, for the three months
prior to any conversion of the Warrant into Common Stock:

              (a)  The highest closing sale price or, if no closing sale price
    is reported, the highest value that is the average between the ask and bid
    prices of the Common Stock quoted on any exchange or over the-counter
    market on which the Common Stock is listed, whichever is applicable, as
    published in the Western Edition of THE WALL STREET JOURNAL, if the Common
    Stock is publicly traded; or,
    
              (b)  if the Common Stock is not traded in an over-the-counter
    market or on an exchange, the highest fair market value of a single share
    of Common Stock shall be as determined in good faith by the Company's Board
    of Directors' provided; however, that if the Holder disputes in writing the
    fair market value determined by the Board of Directors within thirty (30)
    days of being informed of such fair market value, the fair market value
    shall be determined by an independent appraiser, appointed in good faith by
    the Company's Board of Directors.

    8.   TRANSFERABILITY AND NON-NEGOTIABILITY OF WARRANTS AND SHARES.  This
Warrant and the Shares issued upon exercise thereof may not be transferred or
assigned in whole or in part without compliance with applicable federal and
state securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal opinions
reasonably satisfactory to the Company, if reasonably requested by the Company).
Subject to the provisions of this Section 8, title to the Warrant may be
transferred in the same manner as a negotiable instrument transferable by
endorsement and delivery.  

    9.   NOTICES.  The Company shall mail to the registered Holder of the
Warrant, at its last known post office address appearing on the books of the
Company, not less than twenty (20) days prior to the date on which (a) a record
will be taken for the purpose of determining the Holders of Common Stock
entitled to dividends or subscription rights, or (b) a record will be taken (or
in lieu thereof, the transfer books will be closed) for the purpose of
determining the Holders of Common Stock entitled to notice of and to vote at a
meeting of shareholders at which any capital reorganization, reclassification of
shares of Common Stock, consolidation, merger, dissolution, liquidation, winding
up or sales of substantially all of the Company's assets shall be considered and
acted upon. 

    10.  MISCELLANEOUS.  No fractional shares of the Shares shall be issued in
connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor upon the basis of the Warrant
Price then in effect.  The terms and provisions of this Warrant shall inure to
the benefit of, and be binding upon, the Company and the Holders hereof and
their respective successors and assigns.  This Warrant shall be governed by and
construed under the laws of the State of California as applied to contracts
entered into between residents of the State of California to wholly performed in
the State of California.  The representations, warranties and agreements herein
contained shall survive the exercise of the Warrant.  References to the "holder
of" include the immediate Holder of shares purchased on the exercise of this
Warrant, and the word "Holder" shall include the plural thereof.  The titles of
the section and the subscriptions of this Warrant are for convenience only and
are not to be considered in construing this Warrant.  All pronouns used in the
Warrant shall be deemed to include masculine, feminine and neuter forms.

    All shares of Common Stock or other securities issued upon the exercise of
this Warrant shall be validly issued, fully paid and nonassessable, and the
Company will pay all taxes in respect of the issuance thereof (other than any
income or capital gain taxes payable by the Holder)

IN WITNESS WHEREOF, the Warrant has been duly executed by the undersigned,
as of the 27th day of September, 1996.

                                  CV THERAPEUTICS

                                  By:   /s/ Kathleen Stafford
                                       -----------------------------------
                                            (Signature)

                                  Name:    Kathleen Stafford
                                         ---------------------------------
                                            (Printed)
    

                                  Title:    Chief Financial Officer
                                          --------------------------------

                                                                      APPENDIX A

                                  NOTICE OF EXERCISE
                                           
    The undersigned, the Holder of the foregoing Warrant, hereby irrevocably
elects, pursuant to Section 3 of the Warrant, to exercise purchase rights
represented by such Warrant for, and to purchase thereunder, ____shares of the
Common Stock of CV Therapeutics, Inc. (the "Company") to which such Warrant
relates and herewith makes payment of $________ therefor in cash, wire transfer
or by certified check and requests to be delivered to the undersigned, the
address for which is set forth below the signature of the undersigned.

Dated:                  
      --------------------------   

                                  Name of Holder:

                                                           
                                   ---------------------------------------

                                  By:                           
                                      ------------------------------------
                                  (Signature of Authorized Officer)

                                  Title:                             
                                         ---------------------------------

                                                                      APPENDIX B

                                  NOTICE OF EXCHANGE
                                           
    The undersigned, the Holder of the foregoing Warrant, hereby elects
pursuant to Section 7 of the Warrant, to exchange the purchase rights to
purchase ________ shares of the Common Stock covered by such Warrant and
herewith makes payment in full therefor by surrender of such ____________
Warrant, and requests that certificates for such shares (and any other
securities or property deliverable upon such exchange including a revised
warrant) be issued in the name of the undersigned and delivered to its address
as set forth in the Warrant.

Dated:                  

      -------------------------

                             Name of Holder:

                                                           
                              -------------------------------------------

                             By:                           
                                 ----------------------------------------
                             (Signature of Authorized Officer)

                             Title:                             
                                    ------------------------------------- 

Basic Info X:

Name: 3. EXERCISE OF WARRANT; PAYMENT; ISSUANCE OF NEW WARRANT
Type: New Warrant
Date: Oct. 16, 1996
Company: CV THERAPEUTICS INC
State: Delaware

Other info:

Date:

  • September 27 , 2001
  • September 27 , 1996
  • Holder within thirty 30
  • 27th day of September , 1996

Organization:

  • Initial Warrant Price
  • Common Stock or Convertible Securities
  • Class of Stock
  • Company 's Board of Directors
  • Holders of Common Stock
  • the State of California
  • Common Stock of CV Therapeutics , Inc.

Location:

  • Delaware
  • United States
  • State of California

Person:

  • Kathleen Stafford