CYTOKINETICS INC
EXHIBIT 10.49
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>5
<FILENAME>f03026exv10w49.txt
<DESCRIPTION>EXHIBIT 10.49
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.49

                           CYTOKINETICS, INCORPORATED

                         EXECUTIVE EMPLOYMENT AGREEMENT

      This Executive Employment Agreement (the "Agreement") is made and entered
into by and between James Sabry (the "Executive")and Cytokinetics,
Incorporated, a Delaware Corporation (the "Company"), effective as of July 15,
2004 (the "Effective Date").

                                    RECITALS

WHEREAS: It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to Executive and can cause Executive to
consider alternative employment opportunities. The Board has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication and objectivity of Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control of
the Company.

WHEREAS: The Board believes that it is in the best interests of the Company and
its stockholders to provide Executive with an incentive to continue his or her
employment and to motivate Executive to maximize the value of the Company upon a
Change of Control for the benefit of its stockholders.

WHEREAS: The Board believes that it is imperative to provide Executive with
certain severance benefits upon Executive's termination or employment following
a Change of Control. These benefits will provide Executive with enhanced
financial security and incentive and encouragement to remain with the Company
notwithstanding the possibility of a Change of Control.

WHEREAS: Certain capitalized terms used in the Agreement are defined in Section
11 below.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

      1. Term of Agreement. This Agreement shall terminate upon the date that
all of the obligations of the parties hereto with respect to this Agreement have
been satisfied.

      2. At-Will Employment. The Company and Executive acknowledge that
Executive's employment is and shall continue to be at-will, as defined under
applicable law. If Executive's employment terminates for any reason, including
(without limitation) any termination prior to a Change of Control, Executive
shall not be entitled to any payments, benefits, damages, awards or compensation
other than as provided by this Agreement or by law.

      3. Duties and Scope of Employment.

            (a) Positions and Duties. As of the Effective Date, Executive will
serve as President and Chief Executive Officer of the Company. Executive will
render such business and professional

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services in the performance of his duties, consistent with Executive's position
within the Company, as will reasonably be assigned to him by the Company's Board
of Directors.

            (b) Obligations. During such time as the Executive is employed by
the Company, Executive will perform his duties faithfully and to the best of his
ability and will devote his full business efforts and time to the Company.
During such time as the Executive is employed by the Company, Executive agrees
not to actively engage in any other employment, occupation or consulting
activity for any material direct or indirect remuneration without the prior
approval of the Board.

      4. Compensation.

            (a)Base Salary. During such time as the Executive is employed by the
Company, the Company will pay Executive an annual salary as determined in the
discretion of the Board of Directors or any committee thereof. The base salary
will be paid periodically in accordance with the Company's normal payroll
practices and will be subject to the usual, required withholding. Executive's
salary will be subject to review and adjustments will be made based upon the
Company's normal performance review practices.

            (b) Performance Bonus. Executive will be eligible to receive an
annual bonus and other bonuses, less applicable withholding taxes, as determined
by the Board of Directors or any committee thereof in the Board's or such
committee's sole discretion.

            (c) Equity Compensation. Executive will be eligible to receive stock
and option grants, and other equity compensation awards, as determined by the
Board of Directors or any committee thereof in the Board's or such committee's
sole discretion.

      5. Employee Benefits. During the time that Executive is an employee of the
Company, Executive will be entitled to participate in the Benefit Plans
currently and hereafter maintained by the Company of general applicability to
other senior executives of the Company. The Company reserves the right to cancel
or change the Benefit Plans it offers to its employees at any time.

      6. Vacation. Executive will be entitled to vacation in accordance with the
Company's vacation policy, with the timing and duration of specific vacations
mutually and reasonably agreed to by the parties hereto.

      7. Expenses. The Company will reimburse Executive for reasonable travel,
entertainment or other expenses incurred by Executive in the furtherance of or
in connection with the performance of Executive's duties as an employee of the
Company, in accordance with the Company's expense reimbursement policy as in
effect from time to time.

      8. Severance Benefits.

            (a) Involuntary Termination Following a Change of Control. If within
eighteen (18) months following a Change of Control (X)(i) Executive terminates
his or her employment with the Company (or any parent or subsidiary of the
Company) for Good Reason or (ii) the Company (or any parent or subsidiary of the
Company) terminates Executive's employment for other than Cause, and (Y)
Executive signs and does not revoke a standard release of claims with the
Company in a

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form reasonably acceptable to the Company, then Executive shall receive the
following severance from the Company:

                  (i) Severance Payment. Executive will be entitled to (i)
receive continuing payments of severance pay (less applicable withholding taxes)
at a rate equal to his base salary rate, as then in effect, for a period of
twenty-four (24) months from the date of such termination, to be paid
periodically in accordance with the Company's normal payroll policies; and (B) a
lump-sum payment equal to 100% of Executive's target annual bonus as of the date
of such termination.

                  (ii) Options, Restricted Stock. All of Executive's then
outstanding options to purchase shares of the Company's Common Stock (the
"Options") shall immediately vest and become exercisable (that is, in addition
to the shares subject to the Options which have vested and become exercisable as
of the date of such termination), but in no event shall the number of shares
subject to such Options which so vest exceed the total number of shares subject
to such Options, Additionally, all of the shares of the Company's Common Stock
then held by Executive subject to a Company right of repurchase (the "Restricted
Stock") shall immediately vest and have such Company right of repurchase with
respect to such shares of Restricted Stock lapse (that is, in addition to the
shares of Restricted Stock which have vested as of the date of such
termination), but in no event shall the number of shares which so vest exceed
the number of shares of Restricted Stock outstanding immediately prior to such
termination.

                  (iii) Continued Employee Benefits. Executive shall receive
Company-paid coverage for Executive and Executive's eligible dependents under
the Company's Benefit Plans for a period equal to the shorter of (i) twenty-four
(24) months or (ii) such time as Executive secures employment with benefits
generally similar to those provided in the Company's Benefit Plans.

            (b) Timing of Severance Payments. Any lump-sum severance payment to
which Executive is entitled shall be paid by the Company to Executive in cash
and in full, not later than ten (10) calendar days after the date of the
termination of Executive's employment as provided in Section 8(a), and any other
severance payments shall be paid in accordance with normal payroll policies as
provided in Section 8(a). If Executive should die before all amounts have been
paid, such unpaid amounts shall be paid in a lump-sum payment to Executive's
designated beneficiary, if living, or otherwise to the personal representative
of Executive's estate.

            (c) Voluntary Resignation: Termination for Cause. If Executive's
employment with the Company terminates (i) voluntarily by Executive other than
for Good Reason or (ii) for Cause by the Company, then Executive shall not be
entitled to receive severance or other benefits except for those as may then be
established under the Company's then existing severance and Benefits Plans or
pursuant to other written agreements with the Company.

            (d) Disability: Death. If the Company terminates Executive's
employment as a result of Executive's Disability, or Executive's employment
terminates due to his or her death, then Executive shall not be entitled to
receive severance or other benefits except for those as may then be established
under the Company's then existing written severance and Benefits Plans or
pursuant to other written agreements with the Company.

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            (e) Termination Apart from Change of Control. In the event
Executive's employment is terminated for any reason, either prior to the
occurrence of a Change of Control or after the eighteen (18) month period
following a Change of Control, then Executive shall be entitled to receive
severance and any other benefits only as may then be established under the
Company's existing written severance and Benefits Plans, if any, or pursuant to
any other written agreements with the Company.

            (f) Exclusive Remedy. In the event of a termination of Executive's
employment within eighteen (18) months following a Change of Control, the
provisions of this Section 8 are intended to be and are exclusive and in lieu of
any other rights or remedies to which Executive or the Company may otherwise be
entitled, whether at law, tort or contract, in equity, or under this Agreement.
Executive shall be entitled to no benefits, compensation or other payments or
rights upon termination of employment following a Change in Control other than
those benefits expressly set forth in this Section 8.

      9. Conditional Nature of Severance Payments.

            (a) Proprietary Information and Invention Assignment Agreement. If
Executive is in material breach of the terms of the Proprietary Information and
Invention Assignment Agreement, by and between the Company and Executive, dated
as of April 14,1998 (the "Invention Agreement"), including, without limitation,
Executive's obligations of confidentiality and of non- solicitation contained in
the Invention Agreement, then upon such breach by Executive: (i) Executive shall
refund to the Company all cash paid to Executive pursuant to Section 8 of this
Agreement; and (ii) all severance benefits pursuant to this Agreement shall
immediately cease.

            (b) Non-Competition. Executive acknowledges that the nature of the
Company's business is such that if Executive were to become employed by, or
substantially involved in, the business of a competitor of the Company during
the twenty-four (24) months following the termination of Executive's employment
with the Company, it would be very difficult for Executive not to rely on or use
the Company's trade secrets and confidential information. Thus, to avoid the
inevitable disclosure of the Company's trade secrets and confidential
information, Executive agrees and acknowledges mat Executive's right to receive
the severance payments set forth in this Agreement (to the extent Executive is
otherwise entitled to such payments) will be conditioned upon Executive not
directly or indirectly engaging in (whether as an employee, consultant, agent,
proprietor, principal, partner, stockholder, corporate officer, director or
otherwise), nor having any ownership interest in or participating in the
financing, operation, management or control of, any person, firm, corporation or
business that competes with the Company or is a customer of the Company.
Notwithstanding the foregoing, Executive may own, directly or indirectly, up to
1% of the capital stock of a company that competes with the Company, provided
such capital stock is traded on a national securities exchange or through the
automated quotation system of a registered securities association. Upon any
breach of this section, all severance payments pursuant to this Agreement will
immediately cease.

            (c) Understanding of Obligations. Executive represents that he is
fully aware of his obligations under the Invention Agreement and hereunder,
including, without limitation, the reasonableness of the length of time, scope
and geographic coverage of any such obligations.

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      10. Golden Parachute Excise Tax Gross-Up. In the event that the severance
and other benefits provided for in this Agreement or otherwise payable to the
Executive constitute "parachute payments" within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the "Code") and will be subject
to the excise tax imposed by Section 4999 of the Code, then the Executive shall
receive (i) a payment from the Company sufficient to pay such excise tax, and
(ii) an additional payment from the Company sufficient to pay the excise tax and
federal and state income taxes arising from the payments made by the Company to
the Executive, pursuant to this sentence. Unless the Company and the Executive
otherwise agree in writing, the determination of the Executive's excise tax
liability and the amount required to be paid under this Section shall he made in
writing by the Company's accountants (the "Accountants"). In the event that the
excise tax incurred by the Executive is determined by the Internal Revenue
Service to be greater or lesser than the amount so determined by the
Accountants, the Company and the Executive agree to promptly make such
additional payment, including interest and any tax penalties, to the other party
as the Accountants reasonably determine is appropriate to ensure that the net
economic effect to the Executive under this Section, on an after-tax basis, is
as if the Code Section 4999 excise tax did not apply to the Executive. For
purposes of making the calculations required by this Section, the Accountants
may make reasonable assumptions and approximations concerning applicable taxes
and may rely on interpretations of the Code for which there is a "substantial
authority" tax reporting position. The Company and the Executive shall furnish
to the Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Section. The
Company shall bear all costs the Accountants may reasonably incur in connection
with any calculations contemplated by this Section.

      11. Definition of Terms. The fallowing terms referred to in this Agreement
shall have the following meanings:

            (a) Benefit Plans. "Benefit Plans" means plans, policies or
arrangements that the Company sponsors (or participates in) and that immediately
prior to Executive's termination of employment provide Executive and/or
Executive's eligible dependents with medical, dental, vision and/or financial
counseling benefits. Benefit Plans do not include any other type of benefit
(including, but not by way of limitation, disability, life insurance or
retirement benefits). A requirement that the Company provide Executive and
Executive's eligible dependents with coverage under the Benefit Plans will not
be satisfied unless the coverage is no less favorable than that provided to
Executive and Executive's eligible dependents immediately prior to Executive's
termination of employment. Notwithstanding any contrary provision of this
Section 11, but subject to the immediately preceding sentence, the Company may,
at its option, satisfy any requirement that the Company provide coverage under
any Benefit Plan by instead providing coverage under a separate plan or plans
providing coverage that is no less favorable or by paying Executive a lump-sum
payment sufficient to provide Executive and Executive's eligible dependents with
equivalent coverage under a third party plan that is reasonably available to
Executive and Executive's eligible dependents.

            (b) Cause. "Cause" means any of the following: (i) the failure by
you to substantially perform your duties with the Company (other than due to
your incapacity as a result of physical or mental illness for a period not to
exceed 90 days); (ii) the engaging by you in conduct which is materially
injurious to the Company, its business or reputation, or which constitutes gross
misconduct; (iii) your material breach of the terms of this Agreement, the
Invention Agreement or

                                                                             -5-
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any other agreements between you and the Company; (iv) the material breach or
taking of any action in material contravention of the policies of the Company
adopted by the Board of Directors or any committee thereof, including, without
limitation, the Company's Code of Ethics, Insider Trading Compliance Program,
Disclosure Process and Procedures or Corporate Governance Guidelines; (v) your
conviction for or admission or plea of no contest with respect to a felony; or
(vi) an act of fraud against the Company, the misappropriation of material
property belonging to the Company, or an act of violence against an officer,
director, employee or consultant of the Company; provided, however, that in the
event that any of the foregoing events in (i), (iii) or (iv) is capable of being
cured, the Company shall provide written notice to you describing the nature of
such event, and you shall thereafter have thirty (30) business days to cure such
event.

            (c) Change of Control. "Change of Control" means the occurrence of
any of the following:

                  (i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company's then outstanding
voting securities; or

                  (ii) Any action or event occurring within a two-year period,
as a result of which fewer than a majority of the directors are Incumbent
Directors. "Incumbent Directors" shall mean directors who either (A) are
directors of the Company as of the date hereof, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall
not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or

                  (iii) The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation; or

                  (iv) The consummation of the sale, lease or other disposition
by the Company of all or substantially all the Company's assets.

            (d) Disability. "Disability" shall mean that Executive has been
unable to perform his Company duties as the result of his incapacity due to
physical or mental illness, and such inability, at least twenty-six (26) weeks
after its commencement, is determined to be total and permanent by a physician
selected by the Company or its insurers and reasonably acceptable to Executive
or Executive's legal representative. Termination resulting from Disability may
only be effected after at least thirty (30) days' written notice by the Company
of its intention to terminate Executive's employment. In the event that
Executive resumes the performance of substantially all of his or her duties
hereunder before the termination of his or her employment becomes effective,
the notice of intent to terminate shall automatically be deemed to have been
revoked.

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<PAGE>

            (e) Good Reason. "Good Reason" means any of the following unless
such event is agreed to, in writing or as set forth below, by you: (i) a
material reduction in your salary or benefits (excluding the substitution of
substantially equivalent compensation and benefits), other than as a result of a
reduction in compensation affecting employees of the Company, or its successor
entity, generally; (ii) a material diminution of your duties or responsibilities
relative to your duties and responsibilities in effect immediately prior to the
Change of Control, provided however, that, in the case of the Company being
acquired and made part of a larger organization, a change in your title or
reporting requirements where your duties, responsibilities and authority after
the Change of Control are functionally similar to your duties, responsibilities
and authority prior to the Change of Control (as, for example, when the
Vice-President, Sales of the Company remains responsible for sales of the
Company's products following a Change of Control but is not made the Vice
President, Sales of the acquiring corporation) shall not constitute "Good
Reason;" (iii) relocation of your place of employment to a location more than 50
miles from the Company's office location at the time of the Change of Control;
and (iv) failure of a successor entity in any Change of Control to assume and
perform under this Agreement. If any of the events set forth above shall occur,
you shall give prompt written notice of such event to the Company, or its
successor entity, and if such event is not cured within thirty (30) days from
such notice you may exercise your rights to resign for Good Reason, provided
that if you have not exercised such right within 45 days of the date of such
notice you shall be deemed to have agreed to the occurrence of such event.

      12. Arbitration.

            (a) General. In consideration of Executive's service to the Company,
its promise to arbitrate all employment related disputes and Executive's receipt
of the compensation, pay raises and other benefits paid to Executive by the
Company, at present and in the future, Executive agrees that any and all
controversies, claims, or disputes with anyone (including the Company and any
employee, officer, director, shareholder or benefit plan of the Company in their
capacity as such or otherwise) arising out of, relating to, or resulting from
Executive's service to the Company under this Agreement or otherwise or the
termination of Executive's service with the Company, including any breach of
this Agreement, will be subject to binding arbitration under the Arbitration
Rules set forth in California Code of Civil Procedure Section 1280 through
1294.2, including Section 1283.05 (the "RULES") and pursuant to California law.
Disputes which Executive agrees to arbitrate, and thereby agrees to waive any
right to a trial by jury, include any statutory claims under state or federal
law, including, but not limited to, claims under Title VII of the Civil Rights
Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination
in Employment Act of 1967, the Older Workers Benefit Protection Act, the
California Fair Employment and Housing Act, the California Labor Code, claims of
harassment, discrimination or wrongful termination and any statutory claims.
Executive further understands that this Agreement to arbitrate also applies to
any disputes that the Company may have with Executive.

            (b) Procedure. Executive agrees that any arbitration will be
administered by the American Arbitration Association ("AAA") and that a neutral
arbitrator will be selected in a manner consistent with its National Rules for
the Resolution of Employment Disputes. The arbitration proceedings will allow
for discovery according to the rules set forth in the National Rules for the
Resolution of Employment Disputes or California Code of Civil Procedure.
Executive agrees that the arbitrator will have the power to decide any motions
brought by any party to the arbitration, including motions for summary judgment
and/or adjudication and motions to dismiss and demurrers,

                                                                             -7-
<PAGE>

prior to any arbitration hearing. Executive agrees that the arbitrator will
issue a written decision on the merits. Executive also agrees that the
arbitrator will have the power to award any remedies, including attorneys' fees
and costs, available under applicable law. Executive understands the Company
will pay for any administrative or hearing fees charged by the arbitrator or AAA
except that Executive will pay the first $125.00 of any filing fees associated
with any arbitration Executive initiates. Executive agrees that the arbitrator
will administer and conduct any arbitration in a manner consistent with the
Rules and that to the extent that the AAA's National Rules for the Resolution of
Employment Disputes conflict with the Rules, the Rules will take precedence.

            (c) Remedy. Except as provided by the Rules, arbitration will be the
sole, exclusive and final remedy for any dispute between Executive and the
Company. Accordingly, except as provided for by the Rules, neither Executive nor
the Company will be permitted to pursue court action regarding claims that are
subject to arbitration. Notwithstanding, the arbitrator will not have the
authority to disregard or refuse to enforce any lawful Company policy, and the
arbitrator will not order or require the Company to adopt a policy not otherwise
required by law which the Company has not adopted.

             (d) Availability of Injunctive Relief. In addition to the right
under the Rules to petition the court for provisional relief, Executive agrees
that any party may also petition the court for injunctive relief where either
party alleges or claims a violation of this Agreement or the Confidentiality
Agreement or any other agreement regarding trade secrets, confidential
information, nonsolicitation or Labor Code Section 2870. In the event either
party seeks injunctive relief, the prevailing party will be entitled to recover
reasonable costs and attorneys fees.

            (e) Administrative Relief. Executive understands that this Agreement
does not prohibit Executive from pursuing an administrative claim with a local,
state or federal administrative body such as the Department of Fair Employment
and Housing, the Equal Employment Opportunity Commission or the workers'
compensation board. This Agreement does, however, preclude Executive from
pursuing court action regarding any such claim.

            (f) Voluntary Nature of Agreement. Executive acknowledges and agrees
that Executive is executing this Agreement voluntarily and without any duress or
undue influence by the Company or anyone else. Executive further acknowledges
and agrees that Executive has carefully read this Agreement and that Executive
has asked any questions needed for Executive to understand the terms,
consequences and binding effect of this Agreement and fully understand it,
including that Executive is waiving Executive's right to a jury trial. Finally,
Executive agrees that Executive has been provided an opportunity to seek the
advice of an attorney of Executive's choice before signing this Agreement.

      13. Successors.

            (a) The Company's Successors. Any successor to the Company (whether
direct or indirect and whether by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company's business and/or
assets shall assume the obligations under this Agreement and agree expressly to
perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the
absence of a succession. For all purposes under this Agreement, the term
"Company" shall include any

                                                                             -8-
<PAGE>

successor to the Company's business and/or assets which executes and delivers
the assumption agreement described in this Section 13(a) or which becomes bound
by the terms of this Agreement by operation of law.

            (b) The Executive's Successors. The terms of this Agreement and all
rights of Executive hereunder shall inure to the benefit of, and be enforceable
by, Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.

      14. Notice.

            (a) General. Notices and all other communications contemplated by
this Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or when mailed by U.S. registered or certified mail,
return receipt requested and postage prepaid. In the case of Executive, mailed
notices shall be addressed to him or her at the home address which he or she
most recently communicated to the Company in writing. In the case of the
Company, mailed notices shall be addressed to its corporate headquarters, and
all notices shall be directed to the attention of its Chief Financial Officer.

            (b) Notice of Termination. Any termination by the Company for Cause
or by Executive for Good Reason or as a result of a voluntary resignation shall
be communicated by a notice of termination to the other party hereto given in
accordance with Section 14(a) of this Agreement. Such notice shall indicate the
specific termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the termination
date (which shall be not more than thirty (30) days after the giving of such
notice).

      15. Miscellaneous Provisions.

            (a) No Duty to Mitigate. Executive shall not be required to mitigate
the amount of any payment contemplated by this Agreement, nor, except as
otherwise contemplated in this Agreement, shall any such payment be reduced by
any earnings that Executive may receive from any other source.

            (b) Waiver. No provision of this Agreement shall be modified, waived
or discharged unless the modification, waiver or discharge is agreed to in
writing and signed by Executive and by an authorized officer of the Company
(other than Executive). No waiver by either party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other party
shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time.

            (c) Headings. All captions and section headings used in this
Agreement are for convenient reference only and do not form a part of this
Agreement.

            (d) Entire Agreement. This Agreement and the Invention Agreement
constitute the entire agreement of the parties hereto and supersedes in their
entirety all prior representations, understandings, undertakings or agreements
(whether oral or written and whether expressed or implied) of the parties with
respect to the subject matter hereof. No future agreements between the

                                                                             -9-
<PAGE>

Company and Executive may supersede this Agreement, unless they are in writing
and specifically mentioned this Agreement.

            (e) Choice of Law. The laws of the State of California (without
reference to its choice of laws provisions) shall govern the validity,
interpretation, construction and performance of this Agreement.

            (f) Severability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.

            (g) Withholding. All payments made pursuant to this Agreement will
be subject to withholding of applicable income and employment taxes.

            (h) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.

                  [Remainder of Page Intentionally Left Blank)

                                                                            -10-
<PAGE>

      IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
set forth below.

COMPANY                          CYTOKINETICS, INCORPORATED

                                 By: /s/ A. Grant Heidrich
                                     --------------------------------------

                                 Title: CHAIR COMP COMMITTEE

EXECUTIVE                        By: /s/ James Sabry
                                    --------------------------------------
                                    James Sabry, President and Chief
                                    Executive Officer

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