CV THERAPEUTICS INC
CV THERAPEUTICS, INC. CHANGE IN CONTROL PLAN
<DOCUMENT>
<TYPE>EX-10.61
<SEQUENCE>12
<FILENAME>dex1061.txt
<DESCRIPTION>CV THERAPEUTICS, INC. CHANGE IN CONTROL PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.61

                              CV Therapeutics, Inc.
          Change in Control Plan with Respect to Options and Severance
                         (and Summary Plan Description)

     This Change in Control Plan with Respect to Options and Severance (the
"Plan") sets forth the terms of severance benefits for certain employees in the
event of a Change in Control of CV Therapeutics, Inc. (together with any
successor to substantially all of its business, stock or assets, the "Company")
or the termination of employment with the Company under the circumstances
described below after a Change in Control.

     The Plan is an employee welfare benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). This Plan document
is also the summary plan description of the Plan. References in the Plan to
"You" or "Your" are references to an employee of the Company.

     1. General Eligibility. You shall only be eligible for benefits under this
Plan if, immediately prior to the effective date of a Change in Control, you are
a full-time employee of the Company; provided, however, that any employee who
holds a title of Vice President, Senior Vice President or Chief Executive
Officer as of such date shall not be eligible for benefits under this Plan, and
any employee who is a party to any individual severance agreement approved by
the board of directors of the Company as of such date shall not be eligible for
benefits under this Plan.

     2. Treatment of Options upon Change in Control. No later than five (5)
business days before the effective date of a Change in Control, your
then-outstanding Options shall, automatically and without further action by the
Company, become one hundred percent (100%) vested and exercisable.

     3. Enhanced Severance. Upon a Triggering Event following a Change in
Control, you shall receive the severance benefits set forth in subsections (a)
through (c) below:

           (a) Base Salary. You will receive, as severance, your base salary for
a period (the "Severance Period") equal to (i) three (3) months, plus, but only
if and to the extent applicable to you, (ii) an additional two (2) weeks for
each full year of your service as an employee of the Company through the date of
the Triggering Event; provided, however, that in no event shall such Severance
Period exceed twelve (12) months. Such severance amount shall be paid in cash in
a lump sum within thirty (30) days following the Triggering Event and shall be
subject to all required tax withholding. For purposes of determining your salary
severance benefits, your base salary will be equal to your base salary as in
effect during the last regularly scheduled payroll period immediately preceding
the Triggering Event.

           (b) Bonus. The Company shall pay you an amount equal to one hundred
and fifty percent (150%) of the annual bonus paid to you in the year immediately
preceding the effective date of the Change in Control. Such severance amount
shall be paid in cash in a lump sum within thirty (30) days following the
Triggering Event and shall be subject to all required tax withholding.

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           (c) Health Benefits. Provided that you elect continued coverage under
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
("COBRA"), the Company shall pay the premiums of your group health insurance
coverage, including coverage for your eligible dependents, for the Severance
Period; provided, however, that the Company shall pay premiums for your eligible
dependents only for coverage for which those eligible dependents were enrolled
immediately prior to the Triggering Event. No premium payments will be made
following the effective date of your coverage by a health insurance plan of a
subsequent employer. For the balance of the period that you are entitled to
coverage under federal COBRA law, if any, you will be entitled to maintain such
coverage at your own expense.

     4. Release Prior To Payment Of Benefits. Upon the occurrence of a
Triggering Event, and prior to the payment of any benefits under this Plan, you
will be required to execute a release (the "Release") in the form attached
hereto and incorporated herein as Appendix A or Appendix B, as applicable. Such
Release shall specifically relate to all of your rights and claims in existence
at the time of such execution and shall confirm your obligations under the
Company's standard form of proprietary information and inventions agreement. It
is understood that, as specified in the applicable Release, you will have a
certain number of calendar days to consider whether to execute such Release, and
you may revoke such Release within seven (7) calendar days after execution. In
the event you do not execute such Release within the applicable period, or if
you revoke such Release within the subsequent seven (7) day period, no benefits
shall be payable under this Plan to you.

     5. Parachute Payments.

           (a) If any payment or benefit you would receive under this Plan, when
combined with any other payment or benefit you receive pursuant to the
termination of your employment with the Company ("Payment"), would (i)
constitute a "parachute payment" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this
sentence, be subject to the excise tax imposed by Section 4999 of the Code (the
"Excise Tax"), then such Payment shall be either (x) the full amount of such
Payment or (y) such lesser amount (with cash payments being reduced before stock
option compensation) as would result in no portion of the Payment being subject
to the Excise Tax, whichever of the foregoing amounts, taking into account the
applicable federal, state and local employment taxes, income taxes, and the
Excise Tax, results in your receipt, on an after-tax basis, of the greater
amount of the Payment notwithstanding that all or some portion of the Payment
may be subject to the Excise Tax.

           (b) All determinations required to be made under this Section 5,
including whether and to what extent the Payments shall be reduced and the
assumptions to be utilized in arriving at such determination, shall be made by
the nationally recognized certified public accounting firm used by the Company
immediately prior to the effective date of the Change in Control or, if such
firm declines to serve, such other nationally recognized certified public
accounting firm as may be designated by the Company (the "Accounting Firm"). The
Accounting Firm shall provide detailed supporting calculations both to you and
the Company at such time as is requested by the Company. All fees and expenses
of the Accounting Firm shall be borne solely by the Company. Any determination
by the Accounting Firm shall be binding upon you and the Company. For purposes
of making the calculations required by this Section 5,

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<PAGE>

the Accounting Firm may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good-faith
interpretations concerning the application of Sections 280G and 4999 of the
Code.

     6. Effective Date of Plan/Amendment. This Plan shall be effective as of
December 31, 2002. The Board of Directors of the Company shall have the power to
amend or terminate this Plan from time to time in its discretion and for any
reason (or no reason) prior to the occurrence of a Change in Control.

     7. Claims Procedures.

          (a) Normally, you do not need to present a formal claim to receive
benefits payable under this Plan.

          (b) If any person (the "Claimant") believes that benefits are being
denied improperly, that the Plan is not being operated properly, that
fiduciaries of the Plan have breached their duties, or that the Claimant's legal
rights are being violated with respect to the Plan, the Claimant must file a
formal claim, in writing, with the Plan Administrator. This requirement applies
to all claims that any Claimant has with respect to the Plan, including claims
against fiduciaries and former fiduciaries, except to the extent the Plan
Administrator determines, in its sole discretion, that it does not have the
power to grant all relief reasonably being sought by the Claimant.

          (c) A formal claim must be filed within ninety (90) days after the
date the Claimant first knew or should have known of the facts on which the
claim is based, unless the Plan Administrator in writing consents otherwise. The
Plan Administrator shall provide a Claimant, on request, with a copy of the
claims procedures established under subsection (d).

          (d) The Plan Administrator has adopted procedures for considering
claims (which are set forth in Appendix C), which it may amend from time to
time, as it sees fit. These procedures shall comply with all applicable legal
requirements. These procedures may provide that final and binding arbitration
shall be the ultimate means of contesting a denied claim (even if the Plan
Administrator or its delegates have failed to follow the prescribed procedures
with respect to the claim). The right to receive benefits under this Plan is
contingent on a Claimant using the prescribed claims procedures to resolve any
claim.

     8. Plan Administration.

          (a) The Plan shall be administered by the Compensation Committee of
the Company's Board of Directors and/or its delegate which shall be one or more
senior officers of the Company (the "Plan Administrator"). The Plan
Administrator is responsible for the general administration and management of
the Plan and shall have all powers and duties necessary to fulfill its
responsibilities, including, but not limited to, the discretion to interpret and
apply the Plan and to determine all questions relating to eligibility for
benefits. The Plan shall be interpreted in accordance with its terms and their
intended meanings. However, the Plan Administrator and all Plan fiduciaries
shall have the discretion to interpret or construe ambiguous, unclear, or
implied (but omitted) terms in any fashion they deem to be appropriate in their
sole discretion, and to make any findings of fact needed in the administration
of the Plan.

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<PAGE>

The validity of any such interpretation, construction, decision, or finding of
fact shall not be given de novo review if challenged in court, by arbitration,
or in any other forum, and shall be upheld unless clearly arbitrary or
capricious.

            (b) All actions taken and all determinations made in good faith by
the Plan Administrator or by Plan fiduciaries will be final and binding on all
persons claiming any interest in or under the Plan. To the extent the Plan
Administrator or any Plan fiduciary has been granted discretionary authority
under the Plan, the Plan Administrator's or Plan fiduciary's prior exercise of
such authority shall not obligate it to exercise its authority in a like fashion
thereafter.

            (c) If, due to errors in drafting, any Plan provision does not
accurately reflect its intended meaning, as demonstrated by consistent
interpretations or other evidence of intent, or as determined by the Plan
Administrator in its sole discretion, the provision shall be considered
ambiguous and shall be interpreted by the Plan Administrator and all Plan
fiduciaries in a fashion consistent with its intent, as determined in the sole
discretion of the Plan Administrator. The Plan Administrator shall amend the
Plan retroactively to cure any such ambiguity.

            (d) No Plan fiduciary shall have the authority to answer questions
about any pending or final business decision of the Company or any affiliate
that has not been officially announced, to make disclosures about such matters,
or even to discuss them, and no person shall rely on any unauthorized,
unofficial disclosure. Thus, before a decision is officially announced, no
fiduciary is authorized to tell any person, for example, that he or she will or
will not be laid off or that the Company will or will not offer exit incentives
in the future. Nothing in this subsection shall preclude any fiduciary from
fully participating in the consideration, making, or official announcement of
any business decision.

            (e) This Section may not be invoked by any person to require the
Plan to be interpreted in a manner inconsistent with its interpretation by the
Plan Administrator or other Plan fiduciaries.

     9. Superseding Plan. This Plan (i) shall be the only plan with respect to
which benefits may be provided to you as a result of any Triggering Event and
(ii) shall supersede any other plan previously adopted by the Company with
respect to severance benefits payable to you or the acceleration of your Options
as a result of a Change in Control. Any of your rights hereunder shall be in
addition to any rights you may otherwise have under benefit plans or agreements
of the Company (other than severance plans or agreements) to which you are a
party or in which you are a participant, including, but not limited to, any
Company-sponsored employee benefit plans and stock options plans.

     10. Limitation On Employee Rights. This Plan shall not give any employee
the right to be retained in the service of the Company, nor shall it interfere
with or restrict the right of the Company to discharge or retire the employee.

     11. No Third-Party Beneficiaries. This Plan shall not give any rights or
remedies to any person other than covered employees and the Company.

     12. Governing Law. This Plan is a welfare plan subject to ERISA and it
shall be interpreted, administered, and enforced in accordance with that law. To
the extent that state law

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is applicable, the statutes and common law of the State of California, excluding
any that mandate the use of another jurisdiction's laws, shall apply.

     13. Miscellaneous. Where the context so indicates, the singular will
include the plural and vice versa. Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of the
Plan. Unless the context clearly indicates to the contrary, a reference to a
statute or document shall be construed as referring to any subsequently enacted,
adopted, or executed counterpart.

     14. Notice. For purposes of this Plan, notices and all other communications
provided for in this Plan shall be in writing and shall be deemed to have been
duly given when delivered or mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed to the Company at its
primary office location and to an employee at such employee's last known address
as listed on the Company's records, provided that all notices to the Company
shall be directed to the attention of its Secretary, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.

     15. Additional Information. As a participant in the Plan, you are entitled
to certain rights and protections under ERISA, as described in Appendix D.

     16. Definitions. For purposes of this Plan, the following terms shall have
the following meanings:

            (a) "Cause" means that, in the reasonable determination of the
Company, you:

                (i) have committed an act that materially injures the business
     of the Company;

                (ii)  have refused or failed to follow lawful and reasonable
     directions of the Board of Directors of the Company or the appropriate
     individual to whom you report;

                (iii) have willfully or habitually neglected your duties for the
     Company; or

                (iv)  have been convicted of a felony involving moral turpitude
     that is likely to inflict or has inflicted material injury on the business
     of the Company.

     Notwithstanding the foregoing, Cause shall not exist based on conduct
described in clause (ii) or clause (iii) unless the conduct described in such
clause has not been cured within fifteen (15) days following your receipt of
written notice from the Company specifying the particulars of the conduct
constituting Cause.

            (b) "Change in Control" means:

                (i)   a sale of substantially all of the assets of the Company;

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<PAGE>

                (ii)  a merger or consolidation in which the Company is not the
     surviving corporation (other than a merger or consolidation in which
     shareholders immediately before the merger or consolidation have,
     immediately after the merger or consolidation, equal or greater stock
     voting power);

                (iii) 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 (other
     than a reverse merger in which shareholders immediately before the merger
     have, immediately after the merger, greater stock voting power); or

                (iv) any transaction or series of related transactions in which
     in excess of 50% of the Company's voting power is transferred.

            (c) "Option" shall mean any option to purchase shares of Common
Stock of the Company outstanding at the time of a Change in Control and any
substitute option, if applicable, if such option has been assumed in a Change in
Control, regardless of whether such option has been granted as of the date
hereof under the Company's employee stock option plans, including, but not
limited to, the following plans:

                (i)   The CV Therapeutics, Inc. 2000 Equity Incentive Plan;

                (ii)  The CV Therapeutics, Inc. 2000 Non-Statutory Incentive
     Plan; and

                (iii) The CV Therapeutics, Inc. 1994 Equity Incentive Plan.

            (d) "Triggering Event" shall mean your employment is terminated by
the Company without Cause within thirteen (13) months following the effective
date of a Change in Control; provided, however, that if you are terminated by
the Company following the effective date of a Change in Control but accept
employment with the Company's successor or acquirer within ninety (90) days
after the effective date of the Change in Control, no Triggering Event shall
occur; and provided, further, however, that if you are terminated without Cause
by the successor or acquirer within the thirteen (13) months following the
effective date of the Change in Control, a Triggering Event shall occur. The
termination of your employment as a result of your death or disability will not
be deemed to be a termination without Cause for purposes of this definition.

                                        6

<PAGE>

                                   APPENDIX A

                                     RELEASE
                            (Individual Termination)

     Certain capitalized terms used in this Release are defined in the Change in
Control Plan with Respect to Options and Severance (the "Plan") which I have
executed and of which this Release is a part. I have been offered the
opportunity to receive the severance benefits described in Section 3 of the Plan
from the Company to which I otherwise would not be entitled by executing the
general release of claims set forth in this Release.

     I hereby confirm my obligations under the Company's proprietary information
and inventions agreement.

     I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A general release does not extend
to claims which the creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him must have materially
affected his settlement with the debtor." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.

     Except as otherwise set forth in this Release, I hereby release, acquit and
forever discharge the Company, its parents and subsidiaries, and their officers,
directors, agents, servants, employees, shareholders, successors, assigns and
affiliates, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys fees, damages, indemnities and obligations of
every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed (other than any claim for
indemnification I may have as a result of any third party action against me
based on my employment with the Company), arising out of or in any way related
to agreements, events, acts or conduct at any time prior to the date I execute
this Release, including, but not limited to: all such claims and demands
directly or indirectly arising out of or in any way connected with my employment
with the Company or the termination of that employment, including but not
limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands related
to salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements,
severance pay, or any other form of disputed compensation; claims pursuant to
any federal, state or local law or cause of action including, but not limited
to, the federal Civil Rights Act of 1964, as amended; the federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal
Employee Retirement Income Security Act of 1974, as amended; the federal
Americans with Disabilities Act of 1990; the California Fair Employment and
Housing Act, as amended; tort law; contract law; statutory law; common law;
wrongful discharge; discrimination; fraud; defamation; emotional distress; and
breach of the implied covenant of good faith and fair dealing.

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<PAGE>

                       FOR EMPLOYEES AGE 40 OR OLDER ONLY:

     I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under ADEA. I also acknowledge that the consideration given
under the Plan for the waiver and release in the preceding paragraph hereof is
in addition to anything of value to which I was already entitled. I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that: (A) my waiver and release do not apply to any rights or claims that may
arise on or after the date I execute this Release; (B) I have the right to
consult with an attorney prior to executing this Release; (C) I have twenty-one
(21) days to consider this Release (although I may choose to voluntarily execute
this Release earlier); (D) I have seven (7) days following the execution of this
Release by the parties to revoke the Release; and (E) this Release shall not be
effective until the date upon which the revocation period has expired, which
shall be the eighth day after this Release is executed by me.

                                              [Name of Employee]

                                              __________________________________

                                              Date:_____________________________

                                        8

<PAGE>

                                   APPENDIX B

                                     RELEASE
                               (Group Termination)

     Certain capitalized terms used in this Release are defined in the Change in
Control Plan with Respect to Options and Severance (the "Plan") which I have
executed and of which this Release is a part. I have been offered the
opportunity to receive the severance benefits described in Section 3 of the Plan
from the Company to which I otherwise would not be entitled by executing the
general release of claims set forth in this Release.

     I hereby confirm my obligations under the Company's proprietary information
and inventions agreement.

     I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A general release does not extend
to claims which the creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him must have materially
affected his settlement with the debtor." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.

     Except as otherwise set forth in this Release, I hereby release, acquit and
forever discharge the Company, its parents and subsidiaries, and their officers,
directors, agents, servants, employees, shareholders, successors, assigns and
affiliates, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys fees, damages, indemnities and obligations of
every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed (other than any claim for
indemnification I may have as a result of any third party action against me
based on my employment with the Company), arising out of or in any way related
to agreements, events, acts or conduct at any time prior to the date I execute
this Release, including, but not limited to: all such claims and demands
directly or indirectly arising out of or in any way connected with my employment
with the Company or the termination of that employment, including but not
limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands related
to salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements,
severance pay, or any other form of disputed compensation; claims pursuant to
any federal, state or local law or cause of action including, but not limited
to, the federal Civil Rights Act of 1964, as amended; the federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal
Employee Retirement Income Security Act of 1974, as amended; the federal
Americans with Disabilities Act of 1990; the California Fair Employment and
Housing Act, as amended; tort law; contract law; statutory law; common law;
wrongful discharge; discrimination; fraud; defamation; emotional distress; and
breach of the implied covenant of good faith and fair dealing.

<PAGE>

     The attachment to this Release includes a listing of the ages and job
titles of all employees of the Company who are eligible to receive the severance
benefits described in the Plan by signing a Release constituting a general
release of all claims.

                       FOR EMPLOYEES AGE 40 OR OLDER ONLY:

     I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under ADEA. I also acknowledge that the consideration given
under the Plan for the waiver and release in the preceding paragraph hereof is
in addition to anything of value to which I was already entitled. I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that: (A) my waiver and release do not apply to any rights or claims that may
arise on or after the date I execute this Release; (B) I have the right to
consult with an attorney prior to executing this Release; (C) I have forty-five
(45) days to consider this Release (although I may choose to voluntarily execute
this Release earlier); (D) I have seven (7) days following the execution of this
Release by the parties to revoke the Release; (E) this Release shall not be
effective until the date upon which the revocation period has expired, which
shall be the eighth day after this Release is executed by me; and (F) I have
received with this Release a detailed list of the job titles and ages of all
employees who were terminated in this group termination and the ages of all
employees of the Company in the same job classification or organizational unit
who were not terminated.

                                                     [Name of Employee]

                                                     ___________________________

                                                     Date:______________________

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<PAGE>

                              ATTACHMENT TO RELEASE

     The following information is provided to comply with the Older Workers
Benefit Protection Act. Capitalized terms used herein but not defined shall have
the meanings given them in the General Release to which this Attachment is
attached. Attached are the ages of all employees of CV Therapeutics, Inc. (the
"Company") who are eligible to receive the severance benefits described in the
Change in Control Plan with Respect to Options and Severance (the "Plan") by
signing a Release constituting a general release of all claims:

     (1)  The decisional unit is the Company.

     (2)  The attachment includes a listing of the ages and job titles of all
          employees of the Company who are eligible to receive the severance
          benefits described in the Plan by signing a Release constituting a
          general release of all claims.

                                       11

<PAGE>

                     JOB CLASSIFICATION AND AGE OF EMPLOYEES
                         ELIGIBLE FOR SEVERANCE BENEFITS

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                                   APPENDIX C

                           DETAILED CLAIMS PROCEDURES

     1. Claims Procedure.

        (a) Initial Claims. All claims shall be presented to the Plan
Administrator in writing. Within ninety (90) days after receiving a claim, a
claims official appointed by the Plan Administrator shall consider the claim and
issue his or her determination thereon in writing. The claims official may
extend the determination period for up to an additional ninety (90) days by
giving the Claimant written notice. The initial claim determination period can
be extended further with the consent of the Claimant. Any claims that the
Claimant does not pursue in good faith through the initial claims stage shall be
treated as having been irrevocably waived.

        (b) Claims Decisions. If the claim is granted, the benefits or relief
the Claimant seeks shall be provided. If the claim is wholly or partially
denied, the claims official shall, within ninety (90) days (or a longer period,
as described above), provide the Claimant with written notice of the denial,
setting forth, in a manner calculated to be understood by the Claimant: (i) the
specific reason or reasons for the denial; (ii) specific references to the
provisions on which the denial is based; (iii) a description of any additional
material or information necessary for the Claimant to perfect the claim,
together with an explanation of why the material or information is necessary;
and (iv) appropriate information as to the steps to be taken if the claimant
wishes to submit his or her claim for review, including the time limits
applicable to such procedures, and a statement of the claimant's right to bring
a civil action under Section 502(a) of ERISA following an adverse decision upon
review. If the Claimant can establish that the claims official has failed to
respond to the claim in a timely manner, the Claimant may treat the claim as
having been denied by the claims official.

        (c) Appeals of Denied Claims. Each Claimant shall have the opportunity
to appeal the claims official's denial of a claim in writing to an appeals
official appointed by the Plan Administrator (which may be a person, committee,
or other entity). A Claimant must appeal a denied claim within sixty (60) days
after receipt of written notice of denial of the claim, or within sixty (60)
days after it was due if the Claimant did not receive it by its due date. The
Claimant (or his or her duly authorized representative) may review pertinent
documents in connection with the appeals proceeding and may present issues,
comments and documents in writing relating to the claim. The review shall take
into account all comments, documents, records and other information submitted by
the Claimant relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit claim determination. Any
claims that the Claimant does not pursue in good faith through the appeals
stage, such as by failing to file a timely appeal request, shall be treated as
having been irrevocably waived.

        (d) Appeals Decisions. The decision by the appeals official shall be
made not later than sixty (60) days after the written appeal is received by the
Plan Administrator, unless special circumstances require an extension of time,
in which case a decision shall be rendered as soon as possible, but not later
than one hundred twenty (120) days after the appeal was filed, unless the
Claimant agrees to a further extension of time. The appeal decision shall be in
writing, shall be set forth in a manner calculated to be understood by the
Claimant, and shall

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<PAGE>

include specific reasons for the decision, specific references to the provisions
on which the decision is based, if applicable, a statement that the claimant is
entitled to receive upon request and free of charge reasonable access to and
copies of all documents, records and other information relevant to the
claimant's claim for benefits, as well as a statement of the claimant's right to
bring an action under Section 502(a) of ERISA. If a Claimant does not receive
the appeal decision by the date it is due, the Claimant may deem his or her
appeal to have been denied.

        (e) Procedures. The Plan Administrator shall adopt procedures by which
initial claims shall be considered and appeals shall be resolved; different
procedures may be established for different claims. All procedures shall be
designed to afford a Claimant full and fair consideration of his or her claim.

                                        3

<PAGE>

                                   APPENDIX D

                             ADDITIONAL INFORMATION

                               RIGHTS UNDER ERISA

     As a participant in the Plan, you are entitled to certain rights and
protections under ERISA. ERISA provides that all Plan participants will be
entitled to:

Receive Information About Your Plan and Benefits

     1. Examine, without charge, at the Plan Administrator's office and at
certain Company offices, all Plan documents including collective bargaining
agreements, if any, and copies of all documents filed by the Plan with the U.S.
Department of Labor, and available at the Public Disclosure Room of the Pension
and Welfare Benefit Administration, such as annual reports and Plan
descriptions.

     2. Obtain, upon written request to the Plan Administrator, copies of
documents governing the operation of the Plan, including collective bargaining
agreements and copies of the latest annual report (Form 5500 Series) and updated
summary plan description. The Plan Administrator may make a reasonable charge
for the copies.

     3. Obtain upon written request to the Plan Administrator information as to
whether a particular employer or employer organization is a sponsor of the Plan
and the address of any employer or employer organization that is a plan sponsor.
Your beneficiaries also have a right to obtain this information upon written
request to the Plan Administrator.

     4. Receive a summary of the Plan's annual financial report. The Plan
Administrator is required by law to furnish each participant with a copy of this
summary annual report.

     5. Receive a written explanation of why a claim for benefits has been
denied, in whole or in part, and a review and reconsideration of the claim.

     6. Continue health care coverage for yourself, spouse or dependent if there
is a loss of coverage as a result of a qualifying event. You or your dependents
may have to pay for such coverage. Review this Plan and summary plan description
on the rules governing your COBRA continuation coverage rights.

Prudent Actions by Plan Fiduciaries

     In addition to creating rights for Plan participants, ERISA imposes duties
upon the people who are responsible for the operation of the employee benefit
plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a
duty to do so prudently and in the interest of you and other Plan participants
and beneficiaries. No one, including the Company, your union, or any other
person, may fire you or otherwise discriminate against you in any way to prevent
your from obtaining a welfare benefit or exercising your right under ERISA.
However, this rule neither guarantees continued employment, nor affects the
Company's right to terminate your employment for other reasons.

<PAGE>

Enforce Your Rights

     If your claim for a welfare benefit is denied or ignored, in whole or in
part, you have a right to know why this was done, to obtain copies of documents
relating to the decision without charge, and to appeal any denial, all within
certain time schedules.

     Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request a copy of plan documents or the latest annual report
from the Plan and do not receive them within thirty (30) days, you may file suit
in a Federal court. In such a case, the court may require the Plan Administrator
to provide the materials and pay you up to $110 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the
control of the Plan Administrator. If you have a claim for benefits which is
denied or ignored, in whole or in part, you may file suit in a state or Federal
court. In addition, if you disagree with the Plan's decision or lack thereof
concerning the qualified status of a domestic relations order or a medical child
support order, you may file suit in Federal court. If it should happen that Plan
fiduciaries misuse the Plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the court may order the
person you have sued to pay these costs and fees. If you lose, the court may
order you to pay these costs and fees, for example, if it finds your claim is
frivolous.

Assistance with Your Questions

     If you have any questions about your Plan, you should contact the Plan
Administrator. If you should have any questions about this statement or about
your rights under ERISA, or if you need assistance in obtaining documents from
the Plan Administrator, you should contact the nearest office of the Pension and
Welfare Benefits Administration, U. S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquires,
Pension and Welfare Benefits Administration, U. S. Department of Labor, 200
Constitution Avenue N. W., Washington, D. C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Pension and Welfare Benefits Administration.

                                        2

<PAGE>

                           ADMINISTRATIVE INFORMATION
<TABLE>
<S>                                   <C>
Name of Plan:                         The CV Therapeutics, Inc. Change in Control Plan with
                                      respect to Options and Severance

Plan Administrator:                   Compensation Committee of the Board of Directors
                                      CV Therapeutics, Inc.
                                      3172 Porter Drive
                                      Palo Alto, CA 94394
                                      Tel: 650-384-8500
                                      Fax: 650-858-0390

Type of Administration:               Self-Administered

Type of Plan:                         Severance Pay Employee Welfare Benefit Plan

Employer Identification Number:       43-1570294

Direct Questions Regarding the        General Counsel
Plan to:                              CV Therapeutics, Inc.
                                      3172 Porter Drive
                                      Palo Alto, CA 94394
                                      Tel: 650-384-8500
                                      Fax: 650-858-0390

Agent for Service of Legal            General Counsel
Process:                              CV Therapeutics, Inc.
                                      3172 Porter Drive
                                      Palo Alto, CA 94394
                                      Tel: 650-384-8500
                                      Fax: 650-858-0388

                                      Service of Legal Process may also be made upon the Plan
                                      Administrator

Plan Year:                            Calendar Year

Plan Number:                          505
</TABLE>

                                        3

</TEXT>
</DOCUMENT>
