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In Re CV Therapeutics Inc Securities Litigation CV

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					     Case 3:03-cv-03709-SI     Document 402   Filed 08/29/2006       Page 1 of 6



 1 LERACH COUGHLIN STOIA GELLER
      RUDMAN & ROBBINS LLP
 2 PATRICK J. COUGHLIN (111070)
   REED R. KATHREIN (139304)
 3 JEFF D. FRIEDMAN (173886)
   SHANA E. SCARLETT (217895)
 4 DANIEL B. SWERDLIN (243452)
   100 Pine Street, Suite 2600
 5 San Francisco, CA 94111
   Telephone: 415/288-4545
 6 415/288-4534 (fax)
   patc@lerachlaw.com
 7 reedk@lerachlaw.com
   jfriedman@lerachlaw.com
 8 shanas@lerachlaw.com
   dswerdlin@lerachlaw.com
 9        – and –
   WILLIAM S. LERACH (68581)
10 655 West Broadway, Suite 1900
   San Diego, CA 92101
11 Telephone: 619/231-1058
   619/231-7423 (fax)
12 billl@lerachlaw.com

13 Counsel for Lead Plaintiff and the Class

14                              UNITED STATES DISTRICT COURT

15                           NORTHERN DISTRICT OF CALIFORNIA

16 In re CV THERAPEUTICS, INC.                )   No. C-03-3709-SI
   SECURITIES LITIGATION                      )
17                                            )   CLASS ACTION
                                              )
18 This Document Relates To:                  )   DECLARATION OF SHANA E. SCARLETT
                                              )   IN SUPPORT OF LETTER BRIEF
19         ALL ACTIONS.                       )   REQUESTING RELIEF FROM THE
                                              )   PROTECTIVE ORDER FOR DISCLOSURE
20                                                OF DOCUMENTS TO EXPERTS SHALINI
                                                  GERA AND ZOË C. BEH
21

22

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     Case 3:03-cv-03709-SI      Document 402        Filed 08/29/2006       Page 2 of 6



 1         I, SHANA E. SCARLETT, declare as follows:

 2         1.      I am an attorney duly licensed to practice before all of the courts of the State of

 3 California. I am a member of the law firm of Lerach Coughlin Stoia Geller Rudman & Robbins

 4 LLP, one of the counsel of record for plaintiff in the above-entitled action. I have personal

 5 knowledge of the matters stated herein and, if called upon, I could and would competently testify

 6 thereto.

 7         2.      Attached are true and correct copies of the following exhibits:

 8         Exhibit A:     A letter dated August 16, 2006 from Jeff D. Friedman of Lerach Coughlin
                          Stoia Geller Rudman & Robbins LLP to Kalama M. Lui-Kwan of Latham &
 9                        Watkins LLP;

10         Exhibit B:     A letter dated August 17, 2006 from Kalama M. Lui-Kwan of Latham &
                          Watkins LLP to Jeff D. Friedman of Lerach Coughlin Stoia Geller Rudman
11                        & Robbins LLP;

12         Exhibit C:     A letter dated August 18, 2006 from Jeff D. Friedman of Lerach Coughlin
                          Stoia Geller Rudman & Robbins LLP to Kalama M. Lui-Kwan of Latham &
13                        Watkins LLP;

14         Exhibit D:     A letter dated August 21, 2006 from Kalama M. Lui-Kwan of Latham &
                          Watkins LLP to Jeff D. Friedman of Lerach Coughlin Stoia Geller Rudman
15                        & Robbins LLP;

16         Exhibit E:     A letter dated August 25, 2006 from Kalama M. Lui-Kwan of Latham &
                          Watkins LLP to Jeff D. Friedman of Lerach Coughlin Stoia Geller Rudman
17                        & Robbins LLP;

18         Exhibit F:     A letter dated August 28, 2006 from Jeff D. Friedman of Lerach Coughlin
                          Stoia Geller Rudman & Robbins LLP to Kalama M. Lui-Kwan of Latham &
19                        Watkins LLP;

20         Exhibit G:     A letter dated August 28, 2006 from Jeff D. Friedman of Lerach Coughlin
                          Stoia Geller Rudman & Robbins LLP to Kalama M. Lui-Kwan of Latham &
21                        Watkins LLP;

22         Exhibit H:     A letter dated August 28, 2006 from Kalama M. Lui-Kwan of Latham &
                          Watkins LLP to Daniel B. Swerdlin of Lerach Coughlin Stoia Geller Rudman
23                        & Robbins LLP; and

24         Exhibit I:     A letter dated August 28, 2006 from Jennie Lee Anderson of Lerach
                          Coughlin Stoia Geller Rudman & Robbins LLP to Kalama M. Lui-Kwan of
25                        Latham & Watkins LLP.

26

27

28
     DEC OF SHANA E. SCARLETT IN SUP OF LTR BRF REQ REL FROM THE PROT
     ORD FOR DISC OF DOCS TO EXPS SHALINI GERA AND ZOË C. BEH- C-03-
     3709-SI                                                                                     -1-
     Case 3:03-cv-03709-SI                Document 402   Filed 08/29/2006       Page 3 of 6



 1            I declare under penalty of perjury under the laws of the State of California that the foregoing

 2 is true and correct. Executed this 29th day of August, 2006, at San Francisco, California.

 3
                                                                     /s/ Shana E. Scarlett
 4                                                                  SHANA E. SCARLETT
 5
     T:\CasesSF\CV Therapeutics\dec00034351.doc
 6

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     DEC OF SHANA E. SCARLETT IN SUP OF LTR BRF REQ REL FROM THE PROT
     ORD FOR DISC OF DOCS TO EXPS SHALINI GERA AND ZOË C. BEH- C-03-
     3709-SI                                                                                            -2-
     Case 3:03-cv-03709-SI       Document 402         Filed 08/29/2006        Page 4 of 6



 1                                    CERTIFICATE OF SERVICE

 2         I hereby certify that on August 29, 2006, I electronically filed the foregoing with the Clerk of

 3 the Court using the CM/ECF system which will send notification of such filing to the e-mail

 4 addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I have

 5 mailed the foregoing document or paper via the United States Postal Service to the non-CM/ECF

 6 participants indicated on the attached Manual Notice List.

 7
                                                        /s/ Shana E.. Scarlett
 8                                                      SHANA E. SCARLETT
                                                        LERACH COUGHLIN STOIA GELLER
 9                                                             RUDMAN & ROBBINS LLP
                                                        100 Pine Street, Suite 2600
10                                                      San Francisco, CA 94111
                                                        Telephone: 415/288-4545
11                                                      415/288-4534 (fax)
                                                        E-mail: ShanaS@lerachlaw.com
12

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CAND-ECF                                                                                      Page 1 of 2
       Case 3:03-cv-03709-SI             Document 402        Filed 08/29/2006       Page 5 of 6


Mailing Information for a Case 3:03-cv-03709-SI
Electronic Mail Notice List

The following are those who are currently on the list to receive e-mail notices for this case.

      Elizabeth Aida Acevedo
      eacevedo@kellergrover.com

      Patrick J. Coughlin
      patc@lerachlaw.com e_file_sf@lerachlaw.com

      Paul H. Dawes
      paul.dawes@lw.com

      Jeff D Friedman
      JFriedman@lerachlaw.com

      Sean M. Handler, Esq
      ecf_filings@sbclasslaw.com nwortman@sbclasslaw.com

      Robert A. Jigarjian
      CAND.USCOURTS@CLASSCOUNSEL.COM

      Michele D. Johnson
      Michele.Johnson@lw.com Beverly.Wilkinson@lw.com

      Reed R. Kathrein
      reedk@lerachlaw.com e_file_sf@lerachlaw.com;e_file_sd@lerachlaw.com

      William S. Lerach
      e_file_sd@lerachlaw.com

      Kalama M. Lui-Kwan
      kalama.lui-kwan@lw.com carmela.ene@lw.com

      Jay L. Pomerantz
      jay.pomerantz@lw.com

      Darren J. Robbins

      Shana Eve Scarlett
      shanas@lerachlaw.com e_file_sd@lerachlaw.com;e_file_sf@lerachlaw.com

      Peter Todd Snow
      peter.snow@lw.com carmela.ene@lw.com

      John C. Tang
      john.tang@lw.com kerry.markus@lw.com




https://ecf.cand.uscourts.gov/cgi-bin/MailList.pl?155300109282931-L_701_0-1                      8/21/2006
CAND-ECF                                                                                      Page 2 of 2
       Case 3:03-cv-03709-SI             Document 402        Filed 08/29/2006       Page 6 of 6


      Sylvia Wahba
      sylviaw@milberg.com e_file_sd@lerachlaw.com;e_file_sf@lerachlaw.com

Manual Notice List

The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who
therefore require manual noticing). You may wish to use your mouse to select and copy this list into
your word processing program in order to create notices or labels for these recipients.

  (No manual recipients)




https://ecf.cand.uscourts.gov/cgi-bin/MailList.pl?155300109282931-L_701_0-1                       8/21/2006
EXHIBIT A
        LERACH
       COUGHLIN
          STOIA
          GELLER                                                                                        SAN DIEGO • SAN FRANCISCO
                                                                                              LOS ANGELES • NEW YORK • BOCA RATO N
          RUDMAN                                                                                       WASHINGTON, DC • HOUSTON
          ROBBINS w>.e                                                                                      PHILADELPHIA • SEATTLE




   Jeff D . Friedman
   JFriedman@lerachlaw .com




                                                              August 16, 200 6

                                                                                              VIA FACSIMILE & EMAI L


   Kalama M . Lui-Kwan
   LATHAM & WATKINS
   140 Sco tt Driv e
   Menlo Park, CA 9402 5

              Re:        CV Therapeutics, Inc. Securities Litigatio n
                         U.S . District Court, N .D . Cal ., Case No . C-03-3709-S I

   Dear Kalama :

           Pursuant to paragraph 7 .4(a) of the protective order filed on February 7, 2005
   ("Order"), plaintiff intends to two (2) disclose to Experts, as that term is defined under the
   Order, the documents referenced by the bates numbers listed on attachment A hereto .
   Exhibit B contains the information for each Expert required pursuant to paragraph 7 .4(a)(1)-
   (5) of the Order .

           With respect to paragraph 7 .4(a)(6), neither Expert has provided professional services in
   any litigation during the preceding five years .

          We request defendants interpose any objections to the disclosure of specific documents
   before the close of business on Friday, August 18, 2006 .

                                                                     Very truly yours ,

                                                                     /s/ Jeff D . Friedma n

                                                                     Jeff D. Friedma n
   JDF:m m
   T:\CasesSF\CV Thera peutics\Corres\Lui- Kwan_081606 _2_1DF .doc




100 Pine Street, 26th Floor • San Francisco, California 94111 • 415 .288 .4545 • Fax 415 .288 .4534 • www.lerachlaw.co m

                                                                                                                345 -®61-M
Exhibit A
BEGNO          ENDN O
CVT00297266    CVT0029727 7

C VT00300901   CVT0030093 1

CVT00301008    CVT00301034

CVT00306799    CVT0030682 6

CVT00318392    CVT0031846 1

CVT00322011    CVT0032201 2

CVT00442952    CVT0044298 9

CVT00443088    CVT0044315 7

CVT00443308    CVT0044333 1

CVT00443386    CVT0044339 3

CVT00443394    CVT0044340 2

CVT00443405    CVT0044344 7

CVT00444419    CVT0044444 2

CVT00445041    CVT0044506 4

CVT00445099    CVT0044512 3

CVT00445865    CVT0044586 7

CVT00452619    CVT0045262 1

CVT00488355    CVT0048835 9

CVT00488825    CVT00488834

CVT00509467    CVT00509484

CVT00509551    CVT0050959 3

CVT00511195    CVT0051120 5

CVT00512033    CVT0051205 0

CVT00512051    CVT0051210 5

CVT00512106    CVT0051217 6

CVT00512205    CVT0051225 6

CVT00515401    C VT0051546 6

CVT00515467    CVT00515474
BEGNO                    ENDN O
CVT00515552              CVT0051558 8

CVT00515589              CVT0051561 9

CVT00372808              CVT0037281 0

CVT00615164              CVT0061519 7

CVT00840972              CVTOO841034

CVTO1913866              CVTO191392 8

CVTO1792862              CVTO179286 5

CVTO1797212       CVTO179721 2

CVTO1798841       CVTO179890 8

CVTO1 809483             CVTO1809483

C    VTO1809855   CVTO1809870




                                        0
Exhibit B
Biographies of Analysts to be Involve d



Shalini Gera, Ph .D.

Principal Consultant
Palo Alto, Californi a



Shalini Gera, Ph .D . began her career at Frost & Sullivan in October of 2001 . Prior to joining Frost & Sullivan,
Dr . Gera conducted research in the area of neurobiology and biophysics . Dr . Gera completed her Ph .D . in
Neurobiology from the University of Southern California in Los Angeles, where she conducted research on a
class of proteins known as Ion Channels, which are responsible for a variety of signal transduction in neuronal
and muscular tissue . on channels are increasingly of interest in the pharmaceutical arena, as they form 40
percent of the targets of all pharmaceutical drugs . Dr . Gera also has a strong quantitative background, having
obtained an M .S . in Mathematics from Purdue University .


Upon completion of her Ph .D ., Dr . Gera joined Stanford University as a Howard Hughes Post-Doctoral
Research Associate . There, in the department of Molecular and Cellular Physiology, she further investigated
the biophysical properties of ion channels, and also acquired expertise in bioinformatics and genetic
technology .


Dr . Gera brings many valuable assets to the consulting group at Frost & Sullivan . Her interdisciplinary
background and strong quantitative and analytical skills are important in projects requiring technical knowledge
and intellectual rigor . Her familiarity with academic and pharmaceutical research provides the necessary
background for undertaking several complicated projects in highly specialized fields .
Dr . Gera has worked on a variety of consulting projects in the healthcare group, ranging from assessing the
commercialization potential of a new technology for cell lines developed in an academic laboratory, to assisting
in the product development of the next generation of genetic analysis instrumentation based on feedback from
the market for a leading multinational biotechnology company .




                                                                                                                5
Zoe C . Be h

Consulting Analyst
Palo Alto, Californi a



Zoe Beh joined Frost & Sullivan's Medical Imaging Research group in August 2004 as an intern . Upon the
completion of her research project regarding China's Medical Imaging Market, she officially joined the
healthcare and life sciences consulting practice in early 2005 . Prior to joining Frost & Sullivan, Ms . Beh was a
Managing Director of Product & Marketing with Avomed, a business project that provides imaging software for
the computered tomography market in Switzerland . There, she worked closely with the business founder in
developing a strategic business plan, product marketing, and a pricing strategy that included market potential
quantification, and competitive landscape evaluation . Ms . Beh also spent 4 years working with Oridus, Inc ., an
international web collaboration software company, as an Application Engineer and Technical Project Manager .
During her time with Oridus, she acquired in-depth knowledge of the global IT, EDA and semiconductor
industries .


Ms . Beh's international and multidisciplinary background enable her to bring varied skill sets to the Frost &
Sullivan Consulting team, including strong analytical and qualitative skills, and the ability to analyze market
trends and propose effective strategic business plans . Ms . Beh's multilingual proficiency strengthens her
communication skills, both written and verbal, in handling international projects .


Ms . Beh has successfully contributed to a variety of engagements at Frost & Sullivan, including .
s   Forecasting market trends, revenues, unit shipments, and market shares for China's Medical Imaging
    Market

s   Conducting intensive research in China's healthcare and regulatory environment

s   Competitive landscape evaluation and analysi s

s   Market Opportunity Assessmen t

s   Participating in Healthcare IT market analysi s



Ms . Beh holds an Executive MBA in Management of Technology, focused on Entrepreneurship and Innovation,
from an international collaboration of the Swiss Federal Institute of Technology (EPFL), the University of
Lausanne , and the University of Texas ( McCombs School of Business ) . During her study in Switzerland, she
also completed additional study of Management in the Biotech and Pharmaceutical arena . Ms . Beh also holds
a B .A . in Management of Information Systems from the University of Nebraska .         She is fluent in English,
Mandarin , Cantonese , Taiwanese , Malay , Indonesian , Japanese, and French .




                                                                                                                6
EXHIBIT B
    Kalama M . Lui-Kwan                                                    140 Scott Drive
    Direct Dial : (650) 463-4662                                           Menlo Park, California 9402 5
    kalama .lui-kwan@lw.com                                                Tel : (650) 328-4600 Fax : (650) 463-2600
                                                                           www, lw. com

                                                                           FIRM /AFFILIATE OFFICES
LATHAM&WATKINS LL P                                                        Brussels          New York
                                                                           Chicago Northern Virginia
                                                                           Frankfurt Orange County
                                                                           Hamburg           Paris
    August 17, 200 6                                                       Hong Kong         San Dieg o
                                                                           London            San Francisc o
                                                                           Los Angeles       Shangha i
    BY E-MAIL AND FACSIMIL E
                                                                           Milan             Silicon Valle y
                                                                           Moscow            Singapor e
    Jeff D. Friedman, Esq .                                                Munich            Toky o
    Lerach Coughlin Stoia Geller Rudm an & Robbins LLP                     New Jersey        Washington, D .C .

    100 Pine Street, 26th Floor                                            File No. 030031-002 0
    San Francisco , CA 94111

               Re :        In re CV Therapeutics, Inc. Sec. Litig. No . C-03-3709-SI(EMC) (N .D. Cal .)

    Dear Jeff:

            I am writing in response to your August 16, 2006 letter . In that letter, you state that
    Plaintiff intends to disclose to two experts approximately 40 documents ("Protected Material") .
    You ask that Defendants submit any objections to Plaintiffs proposed disclosure of the Protected
    Material by August 18 . Your letter fails to comply with the February 7, 2005 Protective Order .

            Your request that Defendants object to the proposed disclosure in two days is inconsistent
    with the Protective Order . Section 7 .4(b) of the Protective Order allows Plaintiff to "disclose the
    subject Protected Material to the identified expert unless, within seven court days of delivering
    the request, the Party receives a written objection from the Designating Party ." Defendants will
    object to Plaintiffs proposed disclosure by August 25 (i.e., seven court days from August 16) .

             However, Defendants request that Plaintiff provide the following information by August
    21 . First, pursuant to § 7 .4(a)(2)-(4) of the Protective Order, please confirm that : (1) Palo Alto,
    California is the primary residence of Zoe C . Beh and Shalini Gera, the experts you identified ;
    (2) the "Biographies of Analysts to be Involved," attached to your letter as Exhibit B, are the
    experts' current resumes ; and (3) Frost & Sullivan is the experts' current employer .

            Second, your letter does not comply with § 7 .4(a)(5) of the Protective Order .
    Specifically, the letter fails to "identif[y] each person or entity from whom [each] Expert has
    received compensation for work in . . . her areas of expertise or to whom [each] expert has
    provided professional services at any time during the preceding five years ." Please provide this
    information by August 21 .




                                                           ZZw     . L
                                                           of LATHAM & WATKINS LL P
    SV\519590 .1
EXHIBIT C
       LERACH
      COUGHLIN
             STOIA
             GELLER                                                                             SAN DIEGO • SAN FRANCISCO
                                                                                      LOS ANGELES • NEW YORK • BOCA RATO N
             RUDMAN                                                                           WASHINGTON, DC • HOUSTON
        t4._ ROBBINS LLP
         4                                                                                          PHILADELPHIA-SEATTLE




  Jeff D . Friedman
  JFriedman@ lerachlaw.com




                                                 August 18, 200 6

                                                                                      VIA FACSIMILE & EMAI L

  Kalama M . Lui-Kwan
  LATHAM & WATKINS
  140 Sco tt Driv e
  Menlo Park , CA 9402 5

           Re :     CV Therapeutics, Inc. Securities Litigatio n
                    U.S . District Court, N .D . Cal ., Case No . C-03-3709-S I

  Dear Kalama :

          I am responding to your letter from last night . By said letter you informed Plaintiff
  that "Defendants will object to Plaintiff's proposed disclosure" of the documents Plaintiff
  identified in Exhibit A attached to my August 16, 2006 letter . You further refused to provide
  your specific objections until August 25, 2006 . Your only explanation for this delay is that the
  Protective Order ("Order") gives you this right . This is further evidence of Defendants
  continued efforts to obstruct the efficient litigation of this action and impede Plaintiff's ability
  to comply with the Court's September 15, 2006 expert disclosure date . Plaintiff demands to
  meet and confer immediately so we may present Judge Illston with defendants' objections . I
  am available today, this weekend, and Monday to telephonically meet and confer .

         Next, you made several requests for further information and/or to confirm information
  for Defendants regarding the experts' identified in my August 16, 2006 letter . Plaintiff has
  provided you with all of the information either you requested or to which you are entitled
  pursuant to the Order in my letter and in the attached biographies of the two experts, Shalini
  Gera and Zoe C . Beh, with one exception .

         Plaintiff informed Defendants as to Ms . Gera's and Ms . Beh's primary city of
  employment- Palo Alto, California . However, you assert you also need their primary cities of
  residence, pursuant to the Order . Please explain why you need to know the personal
  information you have requested, given that you have been provided their primary city of
  employment . Provided you have a legitimate interest in learning this information, we will
  provide it to you immediately thereafter .




100 Pine Street, 26th Floor • San Francisco, California 94111 • 415 .288 .4545 • Fax 415 .288.4534 • www.lerachlaw.com

                                                                                                - ~ ; - 345 ~    : 61-M
  LERACH
 COUGHLIN
    STOIA
    GELLER
    RUDMAN
    ROBBINS i t
Kalama M . Lui-Kwan
August 18, 2006
Page 2


        Finally, in an attempt to expedite this matter and avoid wasting judicial resources by
needlessly presenting Judge Illston with Defendants' improper designation of documents,
Plaintiff held in abeyance their challenge to Defendants' confidentiality designations
appearing on the documents listed on Exhibit A to my August 16, 2006 letter . Now that
Defendants have objected to their disclosure to experts, we demand to meet and confer
regarding the improper designations for each document listed on Exhibit A . At most, these
documents should be designated "Confidential" and not "Highly-Confidential Attorney's Eyes
Only ." As you know, many of these documents are more than three (3) years old ; contain or
reference third-party market data and analysis that CVT did not create ; include information
CVT has disclosed to other third-parties (including the public) and are sufficiently protected by
compliance with Exhibit A to the Order .

       I am available today, this weekend, and Monday to meet and confer telephonically
regarding Defendants' improper designation of these documents .

                                                              Very truly yours,

                                                              /s/ Jeff D . Friedma n

                                                              Jeff D . Friedma n
JDF :m m
T:\CasesSF\CV Thera peutics\Corres\Lui- Kwan_081806_JDF.doc
EXHIBIT D
    Kalama M . Lui-Kwan                                                     140 Scott Driv e
    Direct Dial : (650) 463-4662                                            Menlo Park, California 9402 5
    kalama .lui-kwan@lw.co m                                                Tel : (650) 328-4600 Fax: (650) 463-2600
                                                                            www .lw .co m


LATHAM&WATKIN5LL P                                                          FIRM /AFFILIATE OFFICE S
                                                                            Brussels           New Yor k
                                                                            Chicago            No rt hern Virginia
                                                                            Frankfu rt         Orange County
                                                                            Hamburg            Pari s
    August 21, 200 6                                                        Hong Kong          San Diego
                                                                            London             San Francisco
                                                                            Los Angeles        Shangha i
    BY E-MAIL AND FACSIMIL E
                                                                            Milan              Silicon Valley
                                                                            Moscow             Singapore
    Jeff D. Friedman, Esq .                                                 Munich Tokyo
    Lerach Coughlin Stoia Geller Rudman & Robbins LLP                       New Jersey Washington, D.C .

    100 Pine Street, 26th Floor                                             File No . 030031-0034
    San Francisco, CA 94111

               Re :        In re CV Therapeutics, Inc . Sec. Litig No . C-03-3709-SI(EMC) (N.D. Cal .)

    Dear Jeff-

            I am writing in response to your August 18, 2006 letter . In that letter, you state that
    Plaintiff provided Defendants all of the information they requested, or to which they are entitled,
    regarding the experts to whom Plaintiff seeks to disclose certain documents . You also demand
    that Defendants meet and confer regarding nearly 40 documents you identified a few days ago .

           As you know, the February 7, 2005 Protective Order ("Protective Order") permits pa rties
   to disclose to expe rts documents that have been designated "HIGHLY CONFIDENTIAL -
   ATTORNEYS' EYES ONLY " ("Protected Material "), but only after the pa rties follow ce rt ain
   procedures for approving such disclosure . Plaintiff has failed to comply with these procedures .

          First, your two letters do not provide information that the Protective Order requires in
   requests for permission to disclose Protected Material . In my August 17 letter responding to
   your August 16 letter, I asked you to confirm that : (1) Palo Alto, California is the primary
   residence of Zoe C . Beh and Shalini Gera, the experts you identified ; (2) the "Biographies of
   Analysts to be Involved," attached to your August 16 letter as Exhibit B, are the experts' current
   resumes ; and (3) Frost & Sullivan is the experts' current employer . Rather than confirm that
   your August 16 letter contains this specific information, you state only that Plaintiff provided
   Defendants "with all of the information either you requested or to which you are entitle d
   pursuant to the order . "

           As you know, the Protective Order requires that a party seeking permission to disclose
   Protected Material must submit a written request that, among other things ,

                          (2) sets forth the full name of the Expert and the city and state of
                          his or her primary residence, (3) attaches a copy of the Expert's
                          current resume, (4) identifies the Expert's current employer(s),
                          [and] (5) identifies each person or entity from whom the Expert
                          has received compensation for work in his or her areas of expertise
                          or to whom the expert has provided professional services at any
      Jeff D . Friedman
      August 21, 2006
      Page 2

LATHAM&WATKINS LL P

                          time during the preceding five years[ .]

      Protective Order § 7 .4(a) . Your August 16 and 18 letters do not appear to comply with these
      requirements .

              For instance, with regard to § 7 .4(a)(2), your August 18 letter states that Plaintiff
      identified the experts' "primary city of employment" on August 16, but neither letter identifies
      the city and state of each expert's "primary residence ." Other than questioning why Defendants
      "need to know" information that is required by the Protective Order, your August 18 letter does
      not explain Plaintiff's failure to comply with this requirement .

              Similarly, your August 16 and 18 letters fail to comply with §§ 7 .4(a)(3) and (4) . Your
      August 16 letter attaches what appear to be marketing materials, or "Biographies of Analysts to
      be Involved", but it does not attach the experts' "current" resumes in compliance with th e
      Protective Order . Nor does your August 18 letter confirm that the marketing materials are their
      current resumes . Defendants therefore have no basis for understanding whether the information
      provided therein is current and whether the marketing materials comply with the Protective
      Order. Moreover, while the marketing materials indicate that Mss . Beh and Gera were at one
      point employed by Frost & Sullivan, the marketing materials and your two letters do not confirm
      that Frost & Sullivan is their current employer .

              In addition, your letters fail to comply with § 7 .4(a)(5) . Nowhere in your August 16
      letter do you identify "each person or entity from whom [each] Expert has received
      compensation for work in his or her areas of expertise or to whom [each] expert has provided
      professional services at any time during the preceding five years[ .]" Your August 18 letter
      completely ignores Defendants' August 17 request that you provide this information .

              Second, your August 18 letter demands that the parties meet and confer regarding the
      confidentiality designations for each of approximately 40 documents "[n]ow that Defendants
      have objected to their disclosure to experts ." Your letter misrepresents Defendants' statements
      regarding their objections . On August 17, I informed you that the Protective Order permits
      Defendants to object within seven court days from Plaintiff's August 16 request . I also informed
      you on August 17 that Defendants intend on submitting their objections to Plaintiff's proposed
      disclosure of documents by August 25 . In other words, contrary to your misrepresentation,
      Defendants have not submitted their objections .

               Furthermore, Plaintiff's insistence that Defendants submit objections before August 25 is
      improper and inconsistent with the Protective Order . As you know, your August 16 letter
      attaches an exhibit listing approximately 40 documents that Plaintiff requests permission to
      disclose to his experts . Due to the volume of documents at issue, Defendants must reserve their
      right to the seven court days to which they are entitled to review these documents under the
      Protective Order and prepare appropriate objections . However, Defendants will provide their
      responses earlier if practicable .

                Since the July 28 case management conference, Plaintiff has violated the Federal Rules,
     Jeff D . Friedman
     August 21, 2006
     Page 3

LATHAM&WATKINS« P

     the local rules of this Court, and the Court's Protective Order. Defendants respectfully request
     that Plaintiff comply with the applicable rules and orders in proceeding with this litigation .

                                                      Very truly yours,




                                                      La . Lui-Kwan
                                                      of LATHAM & WATKINS LLP
      SV\519973 .1
EXHIBIT E
     Kalama M. Lui-Kwan                                                      140 Scott Drive
     Direct Dial : (650) 463-4662                                            Menlo Park, California 9402 5
    kalama .lui-kwan@lw.com                                                  Tel : (650) 328-4600 Fax : (650) 463-2600
                                                                             www .lw.com

                                                                             FIRM / AFFILIATE OFFICES
LATHAM&WATKINS LL P                                                          Brussels          New York
                                                                             Chicago           Northern Virgini a
                                                                             Frankfurt         Orange County
                                                                             Hamburg           Paris
    August 25, 2006                                                          Hong Kong         San Dieg o
                                                                             London            San Francisc o

    BY E-MAIL AND FACSIMIL E                                                 Los Angeles Shanghai
                                                                             Milan Silicon Valley
                                                                             Moscow Singapore
    Jeff D. Friedman, Esq .                                                  Munich Tokyo
    Lerach Coughlin Stoia Geller Rudman & Robbins LLP                        New Jersey Washington, D .C .

    100 Pine Street , 26th Floor                                             File No . 030031-0034
    San Francisco , CA 94111

                Re :        In re CV Therapeutics, Inc. Sec . Litig., No . C-03-3709-SI(EMC) (N.D. Cal .)

    Dear Jeff-

            I am writing to object in part to Plaintiffs intent to disclose certain documents to two o f
    Plaintiffs experts .

             Your August 16 letter requests approval to disclose nearly 40 documents to Plaintiffs
    experts, but the request lacks information that is required by § 7 .4(a) of the February 7, 2005
    Protective Order ("Protective Order") . In particular, as I explained in my August 17 and August
    21, 2006 letters to you, Plaintiff has not : (1) identified the primary residence of Plaintiffs two
    experts ; (2) provided the experts' current resumes ; (3) confirmed the experts' current employer ;
    or (4) identified each person or entity from whom each expert has received compensation for
    work in her areas of expertise during the preceding five years . Plaintiff has not provided any of
    this information, even though he is required to do so by § 7 .4(a)(2)-(5) of the Protective Order.

             The Protective Order describes a very specific procedure for requesting approval to
    disclose documents that have been designated as "HIGHLY CONFIDENTIAL - ATTORNEYS'
    EYES ONLY" ("Protected Materials") . This procedure is designed to ensure that the
    designating party has been given sufficient information to make a determination of whether it
    would be appropriate to disclose Protected Materials to experts . For instance, § 7 .4(a)(2)
    requires that the requesting party "attach[] a copy of [each] Expert's current resume" to the
    request . This requirement enables the designating party to ascertain whether the experts had
    (among other things) previously worked for a business competitor of the designating party or an
    entity that is otherwise adverse to the designating party .

            Similarly, § 7 .4(a)(5) requires that the requesting party "identif[y] each person or entity
   from whom [each] Expert has received compensation for work in . . . her areas of expertise or to
   whom [each] expert has provided professional services at any time during the preceding five
   years ." This information allows the designating party to determine whether the identified experts
   received monetary or other compensation from a competitor, provided advice to a similarly
   adverse party, or maintained any other relationship that would make it inappropriate for the
   expert to view the Protected Materials .
     Jeff D . Friedman
     August 25, 2006
     Page 2

LATHAM&WATKINS«P


             As I have informed you repeatedly over the last week , Plaintiffs August 16 request lacks
     this and other information required by § 7 .4(a)(2)-(5) of the Protective Order . Without this
     information, Defendants are unable to determine whether it would be appropriate to approve
     Plaintiffs request to disclose many of the documents you identify in your August 16 letter .
     Accordingly, with the exceptions identi fied below, Defendants have no choice but to object at
     this time to Plaintiffs intent to disclose the documents you identi fied on August 16 . This
     objection should not be interpreted to mean that Defendants will not permit the disclosure of the
     Protected Materials to Plaintiffs expe rts. Defendants will permit such disclosure , but only if
     they determine disclosure is appropriate after Plaintiff provides Defendants with the information
     they need to make that determination, as required by the Protective Order.

               However, having reviewed the approximately 40 documents identified in your August 16
     letter , Defendants approve Plaintiffs request to disclose the following documents to Plaintiff s
     two experts: CVT00300901-931 ; CVT00306799-826 ; CVT00512051-105 ; and CVT01798841-
     908 .

             Finally, upon re-review of the documents you identified, Defendants have determined
     that the designations for the following documents must be changed from "Confidential" to
     "Highly Confidential" : CVT005 1 1 1 95-205; CVT01913866-928 ; and CVT00509467-484 . First,
     the document bates-labeled CVT005 1 1 1 95-205 is a memorandum to CVT from consultants
     describing their views regarding pricing information and analyses . Second, the document bates-
     labeled CVTO1913866-928 is a presentation that, like CVT00840972-841034, describes CVT's
     business plans and strategies for launching Ranexa . Third, the document bates-labeled
     CVT00509467-484, like CVT00512033-050, is a presentation regarding CVT's marketing
     strategies. Each of these documents must be designated as "Highly Confidential ." A copy of
     these documents with the revised designations is attached .

                                                      V ly ours,


                                                      Ka ama . Lui-Kwan
                                                      of LATHAM & WATKINS LL P
     5V\520598 .1
EXHIBIT F
   LERACH
 COUGHLIN
     STOIA
     GELLER                                                                                       SAN DIEGO • SAN FRANCISCO
                                                                                        LOS ANGELES • NEW YORK • BOCA RATO N
     RUDMAN                                                                                     WASHINGTON, DC - HOUSTON
 R►_ ROBBINS LLP                                                                                      PHILADELPHIA-SEATTLE




  Jeff D . Friedman
  JFriedman@lerachlaw. com




                                                  August 28, 200 6

                                                                                       VIA E-MAIL & FACSIMILE
                                                                                                (650/463-2600)

  Kalama M . Lui-Kwan
  Latham & Watkins LLP
  140 Scott Driv e
  Menlo Park, CA 9402 5

           Re:      In re CV Therapeutics, Inc . Securities Litigation
                    No . C-03-3709-5I (N .D . Cal .)

  Dear Kalama :

           I am responding to your letter dated August 25, 2006 . Therein, you object to disclosing
  thirty-five (35) out of thirty-nine (39) documents to Plaintiff's experts, Shalini Gera and Zoe
  Behr . You also seek to change the designation of three (3) documents from "Confidential" to
  "Highly-Confidential" (to which we object as there is equally no basis for these documents
  being so designated) .

         As part of defendants' pattern and practice of specious and bad faith assertions in this
  regard, you claim Plaintiff has failed to provide Defendants with the information necessary
  pursuant to ¶7 .4 of the protective order . Rather than continue the obvious wasting of time
  and resources to continuously point out each improper abuse of the protective order, the
  record will speak for itself in this regard when presented to Judge Illston ,

         I previously requested for you to explain why you needed the experts' primary city
  residence rather than their primary city of employment . You refused to explain and instead
  have used this as a basis to assert Defendants' have insufficient information to make a
  determination whether it would be appropriate to disclose the documents to Plaintiff's
  experts . The record will speak for itself in this matter as well .

         However, in order to complete the record of Defendants' sham objections, I am
  informing you that Shalini Gera's primary city of residence is Hayward, California and Zoe
  Behr's is Milpitas, California . By 1 :00 p.m . today, inform Plaintiff how and if this new
  information changes Defendants' ability to determine whether it would be appropriate t o




100 Pine Street, 26th Floor • San Francisco, California 94111 • 415 .288 .4545 • Fax 415 .288 .4534 • www.lerachlaw .co m

                                                                                                 i'e" 345 cau            67 -M
   LERACH
  COUGHLIN
P STOIA
    GELLER
    RUDMAN
    ROBBINS « P

 Kalama M . Lui-Kwan
 August 28, 2006
 Page 2


 disclose the documents to Plaintiff's experts . Also we will be available until 5 :00 p .m . todayto
 meet and confer by telephone regarding your objections to each of the documents . To the
 extent you are unavailable, we deem the parties unable to reach agreement and obligations
 to meet and confer to be satisfied .

                                                                      Very truly yours,

                                                                      /s/ Jeff D . Friedma n

                                                                      Jeff D . Friedma n

 JDF :m m
 T :\CasesSF\CV Therapeutics\Corres\LTR Lui-i(wan 08-28-06 JDF .doc
EXHIBIT G
         LERACH
      COUGHLIN
           STOIA
           GELLER                                                                                SAN DIEGO • SAN FRANCISCO
                                                                                       LOS ANGELES • NEW YORK • BOCA RATO N
           RUDMAN                                                                              WASHINGTON, DC • HOUSTON
       tl_ROBBINS LLP                                                                                PHILADELPHIA-SEATTLE




   Jeff D . Friedman
   JFriedman@Ierachlaw .com




                                                  August 28, 200 6

                                                                                       VIA FACSIMILE & EMAI L


   Kalama M . Lui-Kwan
   LATHAM & WATKINS
   140 Scott Driv e
   Menlo Park, CA 9402 5

           Re :     CV Therapeutics, Inc. Securities Litigatio n
                    U .S . District Court, N .D . Cal ., Case No . C-03-3709-S I

   Dear Kalama :

           As I have repeatedly informed you, including on August 18, 2006, Plaintiff has complied
  with all requirements set forth in ¶7 .4. The only technical exception was our request that
   Defendants explain why they needed the primary city of residence rather than the experts'
  primary city of employment (which we provided to you) . You have now twice refused to
  justify your demand, demonstrating your bad faith in this matter .

         I repeat, yet again, Plaintiff has provided you all of the required information pursuant
  to the order . This includes the experts' current resumes . If you took the time to read the
  resumes, you would see they reflect their current employer, Frost and Sullivan, and identifies
  each entity from which the expert has received compensation for their work during the
  preceding five years . Moreover, I previously informed you that neither expert has provided
  any expert services in litigation prior to this engagement .




100 Pine Street, 26th Floor • San Francisco, California 94111 • 415 .288 .4545 • Fax 415 .288 .4534 • www.lerachlaw.com

                                                                                                ®=-„ ~ ,,, - 345 ® 42,cpu S1-M
  LERACH
 COUGHLI N
P STOIA
    GELLER
    RUDMAN
  16- ROBBINS « P
 Kalama M. Lui-Kwan
 August 28, 2006
 Page 2


         I note you cite to the Court's previous order on August 10, 2005, relating to Plaintiff's
 request to modify the protective order . I am confident Defendants' patent violations of 115 .1
 of the Order, combined with your dilatory tactics regarding ¶7 .4, provides compelling
 evidence of circumstances justifying the modification of the procedures Defendants have
 capriciously abused .

                                                                Very truly yours ,

                                                                       /s/

                                                                Jeff D . Friedman
 JDF :krh
 T:\CasesSF\CV Thera peutics\Corres\Lui- Kwan082806 _JDF .doc
EXHIBIT H
    Kalama M . Lul-Kwan                                                   140 Scott Drive
    Direct Dial: (650) 463-4662                                           Menlo Park, California 9402 5
    kalama .lui-kwan@lw .com                                              Tel : (650) 328-4600 Fax : (650) 463-2600
                                                                          www .lw .com



LATHAM&WATKINSLL P                                                        FIRM / AFFILIATE OFFICES
                                                                          Brussels       New York
                                                                          Chicago           Northern Virgini a
                                                                          Frankfurt         Orange County
                                                                          Hamburg           Pari s
                                                                          Hong Kong         San Dieg o
                                                                          London            San Francisc o
    August 28, 200 6                                                      Los Angeles Shangha i
                                                                          Milan             Silicon Valley
                                                                          Moscow            Singapore
    BY E-MAIL AND FACSIMIL E                                              Munich            Toky o
                                                                          New Jersey        Washington, D .C .
    Daniel B. Swerdlin, Esq .
                                                                          File No. 030031-002 0
    Lerach Coughlin Stoia Geller Rudman & Robbins LLP
    100 Pine Street, 26th Floor
    San Francisco , CA 94111

              Re :        In re CV Therapeutics, Inc . Sec. Litig. No. C-03-3709-SI(EMC) (N.D. Cal .)

    Dear Mr . Swerdlin :

           I write in response to your letters dated today and Friday, August 25, 2006 . In your
   August 25 letter, you state that Plaintiff intends to disclose to one expert more than 150
   documents, and ask that Defendants submit any objections by Monday, August 28 . In your
   August 28 letter, you identify a document, and state that this document represents an example of
   "defendants' obstructionist conduct ." Your August 25 demand is inconsistent with the
   Protective Order, and your August 28 letter does not make sense .

           As you should know, the Protective Order allows designating parties seven court days to
   prepare objections, if any, to the requesting party's proposal to disclose documents to an expert .
   The request you e-mailed and faxed to me on Friday afternoon attaches a list of over 15 0
   documents, and demands that Defendants submit any objections to the disclosure of these
   documents by Monday . It will obviously take more than two weekend days to review the
   approximately 150 documents you identified and prepare written responses regarding the
   proposed disclosure . Defendants will submit objections, if any, as soon as practicable but no
   later than seven court days from the date of Plaintiff's request .

           However, your August 25 letter appears to lack information required by the Protective
   Order . Section 7 .4(a)(5) of the Protective Order requires that you identify "each person or entity
   from whom the Expert has received compensation for work in his or her areas of expertise or to
   whom the expert has provided professional services at any time during the preceding five years ."
   Your letter fails to satisfy this requirement in two material respects . First, while your letter
   identifies entities that compensated the expert, Mr . James M. Cunha, it does not identify any
   "person or entity" to whom Mr . Cunha "has provided professional services at any time during the
   preceding five years ." In other words, although your letter identifies three entities that paid Mr .
   Cunha, the Order requires that you also identify any "person or entity" Mr . Cunha advised
   irrespective of whether he received compensation . Please confirm by 5 :00 p .m. on August 29
   that he has not "provided professional services at any time during the preceding five years" to
   any "person or entity" other than those listed in your letter and his resume . If he has provided
     Daniel B . Swerdlin
     August 28, 2006
     Page 2

LATHAM&WATKIN5LLP

      such services to other persons or entities between August 25, 2001 and August 25, 2006, please
      identify them.

              Second, your letter states that Mr . Cunha received compensation from three named
     entities "since becoming an independent consultant in 2005 ." However, § 7 .4(a)(5) of the Order
     requires that you identify the person or entity from whom the expert has received compensation
     "during the preceding five years ." Your letter goes back only as far as one year and, although
     the resume attached to your letter satisfies § 7 .4(a)(3), you have not confirmed that Mr . Cunha
     has not received compensation from any other person or entity between August 25, 2001 and
     August 25, 2006, as required by § 7.4(a)(5) . By 5 :00 p .m. on August 29, please identify "each
     person or entity from whom the Expert has received compensation for work in his or her areas of
     expertise" from August 25, 2001 to August 25, 2006 . Please let me know if you are unable to
     obtain any of this information by 5 :00 tomorrow .

             In your August 28 letter, you state that a document bates-stamped CVT00345633 should
     not have been designated as "Confidential ." Defendants have reviewed this document, which
     has been publicly-filed, and agree that the confidentiality designation should be removed .
     Attached is a copy of the document without the confidentiality designation . To the extent
     Plaintiff believes that other specific documents have been erroneously designated, please identify
     them in a manner consistent with the procedures set forth in the Protective Order .

              Your August 28 letter strangely notes that this 11-page document represents a "glaring
     example of defendants' obstructionist conduct ." This comment makes no sense . First, your
     letter identifies 11 out of approximately 2,300,000 pages of documents produced in this
     litigation . There may be human errors that were committed in Defendants' designation of these
     voluminous documents . Second, the parties were able to resolve Plaintiff's concern regarding
     this document in one day . If anything, the document you identified is a "glaring example" of
     your use of hyperbole .


                                                      Ve y truly yours,


                                                     La       ui- wan
                                                     of LATHAM & WATKINS LL P
     SV\520795 . I
                                                                                        FILING PURSUANT TO RULE 424(B)(2)
                                                                                    REGISTRATION STATEMENT NO . 333-5931 8

                                                PROSPECTUS SUPPLEMENT NO . 4
                                          (TO PROSPECTUS DATED AUGUST 29, 2003 )
                                                          1,169,893 SHARES
                                                     CV THERAPEUTICS, INC .
                                                        COMMON STOCK


     You should read this prospectus supplement and the accompanying prospectus carefully before you invest . Both documents
contain information you should consider carefully before making your investment decision .

      We are offering an aggregate of 1,169,893 shares of our common stock to Acqua Wellington North American Equities Fund,
Ltd. pursuant to our common stock purchase agreement with Acqua Wellington, at an average price of $17 .096 per share, pursuant to
this prospectus supplement . The total purchase price for all of these shares is $20,000,000 . We will receive net proceeds from the sale
of these shares of approximately $19,950,000 after deducting our estimated offering expenses of approximately $50,000, including
the placement agent fee of $40,000 paid to Reedland Capital Partners, an institutional division of Financial West Group, Member
NASD/SIPC, in connection with this offering . As permitted by our purchase agreement with Acqua Wellington, for this offering we
agreed with Acqua Wellington to shorten the draw down pricing period for this draw down and increase the call option amount limit
for any trading day during the pricing period .

     Acqua Wellington is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended . Acqua
Wellington has informed us that it intends to use Carlin Equities Corp . as the broker-dealer for sales of any shares of common stock
on the Nasdaq National Market . Carlin Equities Corp . is an "underwriter" within the meaning of Section 2(a)(l 1) of the Securities
Act.

     Our common stock is quoted on the Nasdaq National Market under the symbol "CVTX ." The offering price of these shares was
established with reference to the volume weighted average prices of our common stock on the Nasdaq National Market for the period
beginning November 1, 2004 and ending November 5, 2004, less a discount of 4 .8% per share .

     We intend to use the net proceeds from the sale of the common stock offered by this prospectus supplement for general
corporate purposes, which may include funding research, development and product manufacturing, development of clinical trials,
preparation and filing of new drug applications, product commercialization, increasing our working capital, reducing indebtedness,
acquisitions or investments in businesses, products or technologies that are complementary to our own, and capital expenditures .

      We expect to issue the shares to Acqua Wellington on or about November 9, 2004 . On November 5, 2004, the last reported sale
price of our common stock on the Nasdaq National Market was $18 .25 per share . As of November 5, 2004, we had 32,448,002 shares
of common stock outstanding.

   INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS . SEE "RISK FACTORS " BEGINNING ON
                         PAGE 1 OF THE ACCOMPANYING PROSPECTUS .

      You should rely only on the information provided or incorporated by reference in this prospectus supplement and the
accompanying prospectus . We have not authorized anyone else to provide you with different information . You should not assume that
the information in this prospectus supplement and the accompanying prospectus is accurate as of any date other than the date on the
front of these documents .

    NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS . ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



                          THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 8, 2004 .




                                                                                                                               CVT00345633
PROSPECTUS


                                                       $111,308,222

                                     C T Cat Therapeutics
                                                    COMMON STOC K

    This prospectus will allow us to issue, from time to time in one or more offerings, up to $111,308,222 in the aggregate of our
common stock and the rights to acquire our series A junior participating preferred stock that are attached to and trade with the
common stock . This means :
          we will provide a prospectus supplement each time we issue common stock ;
          the prospectus supplement will inform you about the specific terms of that offering and may also add, update or change
          information contained in this document; and
     - you should read this prospectus and any prospectus supplement carefully before you invest .

     See " tick Fact ors " beginning on Page 1 for a discussion of materi al risks that you should consider
before you invest in our securities being sold with this prospectus .
      Our common stock is traded on the Nasdaq Na ti onal Market under the symbol "CVTX ." On August 21, 2003 the reported last
sale pri ce for our common stock on the Nasdaq Na ti onal Market was $25 .00 per share.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus . Any representation to the contrary is a criminal
offense.

                                           The date of this prospectus is August 29, 2003 .




                                                                                                                            CVT00345634
      We have not authorized any dealer, salesperson or other person to give any information or to make any representation
other than those contained or incorporated by reference in this prospectus and any accompanying prospectus supplement .
You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or
any accompanying prospectus supplement as if we had authorized it . This prospectus and any accompanying prospectus
supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor does this prospectus and any accompanying prospectus supplement constitute an offer to
sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation in such jurisdiction . You should not assume that the information contained in this prospectus and any
accompanying prospectus supplement is correct on any date after their respective dates, even though this prospectus or any
prospectus supplement is delivered or securities are sold on a later date .



                                                    TABLE OF CONTENTS
                                                                                                                               Page


RIS .i FACTOR S
SPECIAL . NOTE REtaARDINCj FORWARD-LQUKTNO STATEMENTS
AVAJLABLE INFORMATIO N
THE COMPAN Y
i:)ESCti:xuoN of. CAPi'!'AL STOCK
USB.OF PROCEED S
MAN OF DISTRIBUTION
LEGAL MAIThR S
F}ji'E .RTS
TNC:O R PQRATION BY REFERENCE




                                                                                                                         CVT00345635
                                                          RISK FACTORS

      Before you decide whether to purchase any of our securities, in addition to the other information in this prospectus, you should
carefully consider the risk factors set forth under the heading "Risk Factors" in the section entitled "Item l-Business" in our most
recent Annual Report on Form 10-K and our most recent Quarterly Report on Form l0-Q, which are incorporated by reference into
this prospectus, as the same may be updated from time to time by our future filings under the Securities Exchange Act . For more
information, see the section entitled "Incorporation by Reference . "

                            SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENT S
     This prospectus and the accompanying prospectus supplement include or incorporate by reference forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 2 IE of the Securities Exchange Act of 1934 . These
statements relate to future events or our future clinical or product development or financial performance . In some cases, you can
identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential" or "continue" or the negative of those terms and other comparable terminology .

      These statements reflect only management's current expectations . Important factors that could cause actual results to differ
materially from the forward-looking statements we make or incorporate by reference in this prospectus and the accompanying
prospectus supplement are set forth under the heading "Risk Factors" in the section entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in our most recent Annual Report on Form l0-K and our most recent Quarterly
Report on Form 10-Q, as may be updated from time to time by our future filings under the Securities Exchange Act, and elsewhere in
the documents incorporated by reference in this prospectus and the accompanying prospectus supplement . If one or more of these
risks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements
may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements .




                                                                                                                              CVT00345636
                                                   AVAILABLE INFORMATIO N

      We are subject to the information requirements of the Securities Exchange Act and we therefore file periodic reports, proxy
statements and other information with the Securities and Exchange Commission relating to our business, financial statements and
other matters . The reports, proxy statements and other information we file may be inspected and copied at prescribed rates at the
Securities and Exchange Commission's Public Reference Room at Room 1024, 450 Fifth Street, N .W ., Washington, D .C . 20549 . You
may obtain information on the operation of the Securities and Exchange Commission's Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330 . The Securities and Exchange Commission also maintains an Internet site
that contains reports, proxy statements and other information regarding issuers Like us that file electronically with the Securities and
Exchange Commission . The address of the Securities and Exchange Commission's Internet site is http ://www .sec .gov .

     This prospectus constitutes part of a registration statement on Form S-3 filed under the Securities Act with respect to the
securities . As permitted by the Securities and Exchange Commission's rules, this prospectus omits some of the information, exhibits
and undertakings included in the registration statement . You may read and copy the information omitted from this prospectus but
contained in the registration statement, as well as the periodic reports and other information we file with the Securities and Exchange
Commission, at the public reference facilities maintained by the Securities and Exchange Commission in Washington, D .C . an d
San Francisco, California .

     Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in
each instance we refer you to the copy of the contract or document filed as an exhibit to the registration statement or as an exhibit to
our Securities Exchange Act filings, each such statement being qualified in all respects by such reference .

                                                          TILE COMPANY
      CV Therapeutics was incorporated in Delaware in December 1990, and in June 1992 we changed our name to CV Therapeutics,
Inc . We are a biopharmaceutical company engaged in the discovery, development and commercialization of novel, small molecule
drugs for the treatment of cardiovascular diseases .

    Our executive offices are located at 3172 Porter Drive, Palo Alto, California 94304 , and our telephone number is (650) 384-
8500. CV Therapeutics®, CVI'®, CV Therapeutics logo' and Ranexa" are our trademarks . All other service marks and all brand
names or tr ademarks appea ri ng in this prospectus are the property of their respective holders .




                                                                                                                              CVT00345637
                                                 DESCRIPTION OF CAPITAL STOC K

     Our authorized capital stock consists of 85,000,000 shares of common stock, par value $0 .001 per share, and 5,000,000 shares of
preferred stock, par value $0 .001 per share . As of August 15, 2003, there were 28,459,078 shares of common stock outstanding an d
no shares of preferred stock outstanding .

Common Stoc k
      The holders of common stock are entitled to one vote per share on all matters to be voted on by stockholders, including the
election of directors. Stockholders are not entitled to cumulative voting rights . The holders of common stock are entitled to receive
ratably such dividends, if any, as may be declared from time to time by our board of directors, in its discretion, from funds legally
available therefor and subject to prior dividend rights of holders of any shares of preferred stock which may be outstanding . Upon our
liquidation, dissolution or winding up, subject to prior liquidation rights of the holders of preferred stock, the holders of common
stock are entitled to receive on a pro rata basis our remaining assets available for distribution . Holders of common stock have no
preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to
such shares . Attached to and trading with each share of common stock are the rights to acquire our series A junior participating
preferred stock pursuant to our First Amended and Restated Rights Agreement dated as of July 19, 2000 . Each share of common
stock carries with it one right to purchase 1/100th of a share of our series A junior participating preferred stock .

Preferred Stock
      Of the 5,000,000 shares of preferred stock that we are authorized to issue, 300,000 shares are designated series A junior
participating preferred stock and are reserved for issuance pursuant to our Rights Agreement . Our board of directors is authorized
without further stockholder action to provide for the issuance of up to 5,000,000 shares of our preferred stock, in one or more series,
with such voting powers, full or limited, and with such designations, preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of
a series of such stock adopted, at any time or from time to time, by our board of directors . The rights of the holders of each series of
the preferred stock will be subordinate to those of our general creditors .

                                                           USE OF PROCEEDS
      Except as otherwise provided in the applicable prospectus supplement, we will use the net proceeds from the sale of the
securities for general corporate purposes, which may include funding research, development and product manufacturing, development
of clinical trials, preparation and filing of new drug applications, product commercialization, increasing our working capital, reducing
indebtedness, acquisitions or investments in businesses, products or technologies that are complementary to our own, and capital
expenditures . Pending the application of the net proceeds, we expect to invest the proceeds in investment-grade, interest-bearing
securities .




                                                                                                                                     CVT00345638
                                                       PLAN OF DISTRIBUTIO N
General
     We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a
combination of these methods . The securities also may be sold pursuant to what is known as an equity line of credit, as described
below under the heading "Equity Line of Credit ." We may sell the securities (l) through underwriters or dealers, (2) through agents,
and/or (3) directly to one or more purchasers . We may distribute the securities from time to time in one or more transactions at :
     • a fixed price or prices, which may be changed ;
     • market prices prevailing at the time of sale ;
     • prices related to the prevailing market prices ; or
     • negotiated prices .

      We may solicit directly offers to purchase the securities being offered by this prospectus . We may also designate agents to
solicit offers to purchase the securities from time to time . We will name in a prospectus supplement any agent involved in the offer or
sale of our securities .

      If we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer, as
principal . The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale .

     If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwritin g
agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement
which the underwriter will use to make resales of the securities to the public . In connection with the sale of the securities, we, or the
purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting
discounts or commissions . The underwriter may sell the securities to or through dealers, and the underwriter may compensate those
dealers in the form of discounts, concessions or commissions .

      In the event we enter into an agreement regarding an equity line of credit, other than as described below, which contemplates an
at the market equity offering, we will file a post-effective amendment to this registration statement that identifies the underwriter(s) in
that at the market equity offering .

      With respect to underwritten public offerings, negotiated transactions and block trades, we will provide in the applicable
prospectus supplement any compensation we pay to underwriters, dealers or agents in connection with the offering of the securities,
and any discounts, concessions or commissions allowed by underwriters to participating dealers . Underwriters, dealers and agents
participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933,
as amended, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be
deemed to be underwriting discounts and commissions . We may enter into agreements to indemnify underwriters, dealers and agents
against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in
respect thereof.

     Shares of common stock sold pursuant to the registration statement of which this prospectus is a part will be authorized for
quotation and trading on the Nasdaq National Market . Other securities may or may not be listed on the Nasdaq National Market or a
national securities exchange . To facilitate the offering of securities, other than securities offered in an at-the-market offering, certain
persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities .
This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of
more securities than we sold to them . In these circumstances, these persons would cover such over-allotments or short




                                                                                                                                   CVT00345639
positions by making purchases in the open market or by exercising their over-allotment option . In addition, these persons may
stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids,
whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are
repurchased in connection with stabilization transactions . The effect of these transactions may be to stabilize or maintain the market
price of the securities at a level above that which might otherwise prevail in the open market . These transactions may be discontinued
at any time .

     The underwriters, dealers and agents may engage in other transactions with us, or perform other services for us, in the ordinary
course of their business .

Equity Line of Credi t
       On July 3, 2003 we entered into what is sometimes termed an equity line of credit arrangement with Acqua Wellington North
American Equities Fund, Ltd . Specifically, we entered into a common stock purchase agreement with Acqua Wellington, which
provides that Acqua Wellington is committed to purchase up to $100,000,000 of our common stock, or the number of shares which is
one less than twenty percent (20 .0%) of the issued and outstanding shares of our common stock as of July 3, 2003, whichever occurs
first, over the 28-month term of the purchase agreement . We have incorporated the purchase agreement by reference as an exhibit to
the registration statement of which this prospectus is a part . The total amount of securities available under the purchase agreement
does not exceed 10% of the aggregate market value of our outstanding common stock that was held by non-affiliates within sixty days
prior to the filing of post-effective amendment number 1 to the registration statement of which this prospectus is a part . From time to
time ending on November 3, 2005 and at our sole discretion, we may present Acqua Wellington with draw down notices constituting
offers to purchase our common stock over 18 consecutive trading days or such other period mutually agreed upon by us and Acqua
Wellington . Under the purchase agreement, we are able to present Acqua Wellington with up to 24 draw down notices during the
term of the agreement, with a minimum of five trading days required between each draw down period, in each case unless otherwise
mutually agreed upon between us and Acqua Wellington . Only one draw down shall be allowed in each draw down pricing period,
unless otherwise mutually agreed upon between us and Acqua Wellington .

      Once presented with a draw down notice, Acqua Wellington is required to purchase a pro rata portion of the shares on each
trading day during the trading period on which the daily volume weighted average price for our common stock exceeds a threshold
price for such draw down determined by us and set forth in the draw down notice . The per share purchase price for these shares
equals the daily volume weighted average price of our common stock on each date during the draw down period on which shares are
purchased, less a discount ranging from 3 .8% to 5 .8%, based on our market capitalization on the trading day preceding each draw
down pricing period, unless we agree with Acqua Wellington to a different discount . If the daily volume weighted average price of
our common stock falls below the threshold price on any trading day during a draw down period, the purchase agreement provides
that Acqua Wellington will not be required to purchase the pro-rata portion of shares of common stock allocated to that day .
However, at its election, Acqua Wellington could buy the pro-rata portion of shares allocated to that day at the threshold price less the
discount described above .

       The purchase agreement also provides that from time to time and at our sole discretion we may grant Acqua Wellington the right
to exercise one or more call options to purchase additional shares of our common stock during each draw down pricing period for the
amount that we specify ; provided, however, that unless otherwise mutually agreed upon between us and Acqua Wellington : (1) each
such amount that we specify must be for a minimum of $50,000, (2) the aggregate of all such amounts that we specify during a draw
down pricing period may not exceed $8,000,000 and (3) the amount of proceeds we receive by a call option on any given trading day
in a draw down pricing period may not exceed $1,000,000. Upon Acqua Wellington's exercise of the call option, we will issue and
sell the shares of our common stock subject to the call option at a price equal to the greater of the daily volume weighted average
price of our common stock on the day Acqua Wellington notifies us of its election to exercise its call option or the threshold price for
the call option determined by us and set forth in the




                                                                                                                               CVT00345640
draw down notice, less a discount ranging from 3 .8% to 5 .8%, based on our market capitalization on the trading day preceding each
draw down pricing period, unless we agree with Acqua Wellington to a different discount .

      In addition to our issuance of shares of common stock to Acqua Wellington pursuant to the purchase agreement, this prospectus
also covers the sale of those shares from time to time by Acqua Wellington to the public . Acqua Wellington is an "underwriter"
within the meaning of Section 2(a)(11) of the Securities Act.

      Acqua Wellington has informed us that unless it notifies us that it will use a different broker-dealer and we have filed an
amendment to the registration statement of which this prospectus is a part to that effect, it will use Carlin Equities Corp . as the broker-
dealer to effectuate all sales, if any, of common stock that it may purchase from us pursuant to the purchase agreement . Such sales
will be made on the Nasdaq National Market at prices and at terms then prevailing or at prices related to the then current market price .
Carlin Equities Corp . is an underwriter within the meaning of Section 2(a)(11) of the Securities Act . Acqua Wellington has informed
us that Carlin Equities Corp ., which is not an affiliate of Acqua Wellington, will receive commissions from Acqua Wellington which
will not exceed customary brokerage commissions . Acqua Wellington also will pay other expenses associated with the sale of the
common stock it acquires pursuant to the purchase agreement .

     The shares of common stock may be sold in one or more of the following manners :
     • ordinary brokerage transactions and transactions in which the broker solicits purchasers ; or
     • a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a
          portion of the block as principal to facilitate the transaction.

      Acqua Wellington has agreed that prior to, during the term of and for a period of three months after the termination of the
purchase agreement, neither Acqua Wellington nor any of its affiliates will, directly or indirectly, sell any of our securities except the
shares that it owns or has the right to purchase pursuant to the provisions of a draw down notice . Acqua Wellington has agreed that
during the periods listed above it will not enter into a short position with respect to shares of our common stock except that Acqua
Wellington may sell shares that it is obligated to purchase under a pending draw down notice but has not yet taken possession of so
long as Acqua Wellington covers any such sales with the shares purchased pursuant to such draw down notice . Acqua Wellington has
further agreed that during the periods listed above it will not grant any option to purchase or acquire any right to dispose or otherwise
dispose for value of any shares of our common stock or any securities convertible into, or exchangeable for, or warrants to purchase,
any shares of our common stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic
risk of ownership of our common stock, except for the sales permitted by the prior two sentences . Acqua Wellington also has agreed
that its sales of our common stock on any trading day will not represent more than 20% of the total trading volume of our common
stock for that trading day .

      In addition, Acqua Wellington and Carlin Equities Corp . will be subject to liability under the federal securities laws and must
comply with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, including without
limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act . These rules and
regulations may limit the timing of purchases and sales of shares of common stock by Acqua Wellington or Carlin Equities Corp .
Under these rules and regulations, Acqua Wellington and Carlin Equities Corp . :
     • may not engage in any stabilization activity in connection with our securities ;
     • must furnish each broker which offers shares of our common stock covered by this prospectus with the number of copies of
        this prospectus and any prospectus supplement which are required by each broker ; an d
     • may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than
        as permitted under the Exchange Act .




                                                                                                                                  CVT00345641
      These restrictions may affect the marketability of the shares of common stock by Acqua Wellington and Carlin Equities Corp .

      We have agreed to indemnify and hold harmless Acqua Wellington, Carlin Equities Corp . and each person who controls Acqua
Wellington or Carlin Equities Corp . against certain liabilities, including liabilities under the Securities Act, which may be based upon,
among other things, any untrue statement or alleged untrue statement of a material fact contained in or incorporated by referenced in
the registration statement of which this prospectus is a part, or any omission or alleged omission to state in the registration statement
or any document incorporated by reference in the registration statement, a material fact required to be stated therein or necessary to
make the statements therein not misleading, unless made or omitted in reliance upon written information provided to us by Acqua
Wellington or Carlin Equities Corp . We have agreed to pay up to fifty thousand dollars ($50,000) of Acqua Wellington's reasonable
attorneys' fees and expenses (exclusive of disbursements and out-of-pocket expenses) incurred by Acqua Wellington in connection
with the preparation, negotiation, execution and delivery of the purchase agreement . We have also agreed to pay all reasonable fees
and expenses incurred by Acqua Wellington in connection with any amendments, modifications or waivers of the purchase
agreement. Further, we have agreed that if we issue a draw down notice and fail to deliver the shares to Acqua Wellington on the
applicable settlement date, and such failure continues for ten trading days, we will pay Acqua Wellington liquidated damages in cash
or restricted shares of our common stock, at the option of Acqua Wellington .

      Acqua Wellington has agreed to indemnify and hold harmless us and each of our directors, officers and persons who control us
against certain liabilities, including liabilities under the Securities Act, which may be based upon, among other things, an untrue
statement, alleged untrue statement, omission or alleged omission, included in this prospectus or any prospectus supplement or any
amendment or supplement to this prospectus or any prospectus supplement in reliance upon, and in conformity with, written
information furnished by Acqua Wellington to us for inclusion in such prospectus or prospectus supplement, or any omission or
alleged omission to state in this prospectus or any prospectus supplement or any amendment or supplement to this prospectus or any
prospectus supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, to the
extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon,
and in conformity with, written information provided to us by Acqua Wellington .

      Upon each sale of our common stock to Acqua Wellington under the purchase agreement, we have also agreed to pay Alder
Creek Capital, L.L .C ., Member NASD/SIPC, a placement fee equal to one fifth of one percent of the aggregate dollar amount of
common stock purchased by Acqua Wellington . We have agreed to indemnify and hold harmless Alder Creek Capital against certain
liabilities, including liabilities under the Securities Act .

                                                           LEGAL MATTERS
     Certain legal matters with respect to the shares of our common stock offered pursuant to this registration statement will be
passed upon for us by Latham & Watkins LLP, San Francisco, California . Certain legal matters will be passed upon for any agents or
underwriters by counsel for such agents or underwriters identified in the applicable prospectus supplement .

                                                                EXPERT S
      Ern st & Young LLP, independent auditors have audited our consoli dated fin an cial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2002, as set forth in their report, which is incorporated by reference in this prospectus
an d elsewhere in the re gistration statement. Our consolidated fin ancial statements are incorporated by reference in reli ance on Ern st &
Young LLP's report, given on their authority as experts in accoun ti ng and auditi ng.




                                                                                                                                  CVT00345642
                                               INCORPORATION BY REFERENC E

      We have elected to "incorporate by reference" certain information into this prospectus and the accompanying prospectus
supplement. By incorporating by reference, we can disclose important information to you by referring you to another document we
have filed separately with the Securities and Exchange Commission . The information incorporated by reference is deemed to be part
of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus .
This prospectus and the accompanying prospectus supplement incorporate by reference the documents set forth below that we have
previously filed with the Securities and Exchange Commission :
     • Annual Report on Form 10-K for the fiscal year ended December 31, 2002, including information specifically incorporated
         by reference into our Form 10-K from our definitive proxy statement for our 2003 Annual Meeting of Stockholders ;
     • Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 ;
     • Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 3, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 21, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 19, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 5, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 18, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 1, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 16, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 16, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 3, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 11, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 4, 2003 ;
     • Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2003 ; an d
     • the description of our common stock contained in our Registration Statement on Form 8-A (File No . 000-21643), filed with
          the Securities and Exchange Commission on October 30, 1996 .

      We are also incorporating by reference all other reports that we file with the Securities and Exchange Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act between the date of this prospectus and the termination of the
offeri ng .

     To receive a free copy of any of the documents incorporated by reference in this prospectus, other than exhibits, unless they are
specifically incorporated by reference in those documents, call or write to CV Therapeutics, Inc ., Attention : Investor Relations, 3172
Porter Drive, Palo Alto, California 94304 (telephone (650) 384-8500) . The information relating to us contained in this prospectus
does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or
deemed to be incorporated by reference in this prospectus .




                                                                                                                                CVT00345643
EXHIBIT I
        LERACH
       COUGHLIN
          STOIA
          GELLER                                                                                  SAN DIEGO • SAN FRANCISCO
                                                                                        LOS ANGELES •NEWYORK•BOCARATO N
          RUDMAN                                                                                 WASHINGTON, DC - HOUSTON
          ROBBINS LLP                                                                                 PHILADELPHIA-SEATTL E




   Jennie Lee Anderson
   JennieA@lerachlaw .com


                                                  August 28, 200 6

                                                                                    VIA FACSIMILE & U .S . MAIL
                                                                                               (650/463-2600)

   Kalama M. Lui-Kwan
   Latham & Watkins LLP
   140 Scott Driv e
   Menlo Park, CA 9402 5

            Re:      In re CV Therapeutics, Inc. Securities Litigation
                     No . C-03-3709-Sl (N .D . Cal .)

   Dear Ms. Lui-Kwan :

         Pursuant to paragraph 7 .4(a) of the protective order filed on February 7, 2005
  ("Order"), plaintiff intends to disclose to plaintiff's Expert (as that term is defined under the
  Order), Bjorn I . Steinholt, CFA, the documents referenced by the bates numbers on
  Attachment A hereto . Plaintiff reserves the right to supplement this list as necessary and
  appropriate .

         The Declaration of Bjorn I . Steinholt ("Steinholt Decl ."), Attachment B hereto, contains
  information required by paragraphs 7 .4(a)(2)-(5) of the Order . Compiling a list of all litigation
  (by case number, filing date and location of court) on which the Expert has provided
  professional services in the last five years, pursuantto paragraph 7 .4(a)(2)-(6), however, would
  be unduly burdensome, taking several weeks to compile, if it can be compiled at all . See
  Steinholt Decl . Moreover, information regarding cases on which Mr . Steinholt consulted, but
  was not disclosed as an expert witness, constitutes protected attorney work product .

          The information attached hereto provides more than adequate information upon
  which defendants may assess whether they object to plaintiff disclosing to the Expert certain
  documents designated "Highly Confidential" pursuant to the Order . Mr. Steinholt's resume, a
  true and correct copy of which is attached to the Steinholt Decl ., discloses the Expert's work
  history and all cases in which he has testified in the last five years . Further, Mr . Steinholt has
  not worked for or provided consulting services for any pharmaceutical company in the last five
  years . See Steinholt Decl .




100 Pine Street, 26th Floor • San Francisco, California 94111 • 415 .288 .4545 • Fax 415 .288 .4534 • www.lerachlaw.co m

                                                                                                      "' 345 ®61-M
    LERACH
  COUGHLI N
F STOIA
       GELLER
       RUDMA N
   ta, ROBBINS LL P

Kalama M . Lui-Kwan
August 28, 2006
Page 2


       If defendants intend to object to the disclosure of specific documents, please do so
before the close of business on Monday, September 4, 2006 .

                                                                    Very truly yours,



                                                                    Jets e Lee Anderso n

JLA :krh
T:\CasesSF\CV Thera peutics\Corres\Lui-Kwanltr 08- 25-06 Jla .doc




                                                                                           -H ,„" 345 ®-: cau 61-M
ATTACHMENT A
BEGNO          ENDN O
CVT00000111    CVT0000011 9

CVT00000182    CVT0000019 1

CVT00001771    CVT00001773

CVT00001906    CVT0000191 0

CVr00321842    CVF00321865

CV r00322011   CV r0032201 2

CVT00322259    CVT00322268

CV r00364540   CV r00364542

CV r00388065   CVT00388069

CVT00388105    CVT0038810 5

CVT00388113    CVT0038811 4

CV r00388121   CVT0038812 3

CVT00419046    CVT0041905 2

CVr00811081    CVT0081157 7

CV r00785532   CVT0078553 3

CVF00788868    CVT0078904 5

CVT00795416    CV r0079541 6

CVT00795422    CV r00795424

CVT0087261 0   CVT0087293 1

CVTO1814087    CVTO1814091
ATTACHMENT B
 1  LERACH COUGHLIN STOIA GELLER
      RUDMAN & ROBBINS LLP
 2 PATRICK J . COUGHLIN (111070)
   REED R . KATHREIN (139304)
 3 JEFF D. FRIEDMAN (173886)
    SHANA E . SCARLETT (217895)
 4 DANIEL B . SWERDLIN (243452)
    100 Pine Street, Suite 2600
 5 San Francisco, CA 94111
   Telephone : 415/288-4545
 6 415/288-4534 (fax)
   patc@lerachlaw .com
 7 reedk@lerachlaw.com
   jfhedman@lerachlaw .com
 8 shanas@lerachlaw .com
   dswerdlin@lerachlaw .com
 9         - and -
   WILLIAM S . LERACH (68581)
10 655 West Broadway, Suite 1900
   San Diego , CA 92101
11 Telephone : 619/231-1058
   619/231-7423 (fax)
12 billl@lerachlaw .com

13   Counsel for Lead Plaintiff and the Clas s

14                                UNITED STATES DISTRICT COURT

15                             NORTHERN DISTRICT OF CALIFORNIA

16   In re CV THERAPEUTICS, INC . ) No . C-03-3709-SI
     SECURITIES LITIGATION )
17                                   CLASS ACTIO N

18   This Document Relates To : ) DECLARATION OF BJORN I . STEINHOLT

19          ALL ACTIONS.                    )

20

21

22

23

24

25

26

27

28
 1                I, BJORN I. STEINHOLT, declare as follows :

2                 1 . I am a founding member of Financial Markets Analysis, LLC in San Diego,

3        California . I have been retained as an expert in the above-captioned case by the law firm of Lerach

4        Coughlin Stoia Geller Rudman & Robbins LLP, one of the counsel of record for plaintiff in the

 5       above-entitled action . I have personal knowledge of the matters stated herein and, if called upon, I

 6       could and would competently testify thereto .

 7                2. I am informed by plaintiff's counsel that the Protective Order entered in this case

 8       would require me to identify and disclose to defendants all cases (including case number, filing dat e

 9       and location of the court) on which I have provided professional services in the last five years .

10       Compiling this information would be extremely burdensome and would take me at least severa l

11       weeks to accomplish, assuming the information is even available .

12                3 . At no time in the last five years have I worked for or provided any consulting services

13       to any pharmaceutical company .

14                4 . Attached hereto is a true and correct copy of my resume, which identifies all cases i n

15       which I have testified .

16                 5 . My primary place of residence is San Diego, California .

17                 I declare under penalty of perjury that the foregoing is true and correct. Executed this 28th

18       day of August, 2006, at San Francisco, California .

19

20

21                                                                        BJORN I . STEINHOLT
                                                                    N
         T:\CasesSF\CV Therapeutics\dec00034321 .doe
22   I


23

24

25

26

27

28

         I DECLARATION OF BJORN I. STEINHOLT - C-03-3709-SI                                                 -1-
                                Bjorn I. Steinholt, CFA


                            Financial Markets Analysis, L .L .C
                           9909 Mira Mesa Boulevard, Suite 260
                                  San Diego , CA 9213 1
                Telephone : (858) 549-4900 • Facsimile : (858) 549-931 7




Employment Histor y

    • 2000 - Present Financial Markets Analysis, LLC, San Diego, Californi a

Founding Member . Mr. Steinholt provides a broad range of capital markets consulting,
including financial and economic analyses relating to mergers and acquisitions, initial public
offerings, fairness opinions and private placements . His practice area includes the valuation
of whole businesses, financial securities and intangible assets . Furthermore, he provides
consulting relating to complex securities litigations .

    • 1998 - 2000 Business Valuation Services, Inc ., San Diego, Californi a

Principal. Mr . Steinholt provided valuations of businesses and financial securities, including
common stock, warrants, options, preferred stock, debt instruments and partnership interests,
of companies in a myriad of industries . In addition, he performed valuations of intangible
assets such as patents, trademarks, software, customer lists, work force and licensing
agreements . Mr . Steinholt provided financial and economic analyses for a variety of
purposes relating to mergers and acquisitions, initial public offerings, fairness opinions, bank
financing, financial reporting requirements, tax-related issues, general advisory services and
shareholder disputes .

    • 1990 - 1998 Princeton Venture Research, Inc ., San Diego, Californi a

Senior Vice President . Mr . Steinholt was a co-manager of Princeton Venture Research's San
Diego office where he provided various financial and economic analyses for venture capital,
investment banking and consulting assignments, including shareholder disputes . Among
other things, he helped identify and evaluate prospective emerging technology companies in
need of venture capital funding . In addition, Mr . Steinholt performed financial analyses
related to market, industry and company economics and provided business valuation services
involving different types of securities, including derivative securities .




                                                                                      Page 1
    • 1988 - 1989 University of San Diego, San Diego, Californi a

Research Assistant -- Graduate Fellow . Mr . Steinholt assisted with research regarding the
performance of international equity markets following the 1987 stock market crash . He also
developed computer programs related to the portfolio theory, including risk minimization
and portfolio optimization based on quadratic programming techniques .

Testimony

In re : Qwest Communications Securities Litigation (United States District Court for the
District of Colorado), QwestDex Hearing, January 28, 2003 .

In re : CBT Group PLC Securities Litigation (United States District Court, Northern District
of California, San Jose Division), Deposition, November 5, 2003 .

In re: America West Securities Litigation (United States District Court, District of Arizona),
Deposition, October 28, 2004 .

In re : Howard Yue vs. New Focus (Superior Court of the State of California, County of Santa
Clara), Deposition, July 28, 2005 and August 9, 2005 .

In re : AB Liquidating Corp ., jka Adaptive Broadband Corporation v . Ernst & Young, LLP
(American Arbitration Association), Arbitration, March 23, 2006 .

Formal Educatio n

    • Master of International Business
       University of San Diego, 198 9

    • Bachelor of Science, Computer Science Engineering
       California State University, Long Beach, 198 7

Accreditation and Affiliation s

    • Chartered Financial Analyst
       CFA Institute

    • Sivilingenior - (Norwegian graduate level engineering designation)
        University of Trondheim, Norway

    • Member, CFA Institut e

    • Member, Financial Analysts Society of San Diego



                                                                                     Page 2
Confirmation Report - Memory Sen d

                                                                          page        : 00 1
                                                                          Date & Time : Aug-28-06 04 :54pm
                                                                          Line 1
                                                                          Line 2
                                                                          Machine I D

Job            number                  09 5

Date                Aus-28                      04 :51pm

To                                     : 5916504632600 0 1529

Number of pages                        . 01 0

Start time Aug-28 04 :51pm

End time Aug-28 04 :54pm

Pages sent                            : 010

Status                                 OK

Job number             : 895 *** SEND SUCCESSFUL ** *




                                                              PALSIMIL E
                                                                              V= sc l I

  Toe Kalarna M . Lui-Kuvan                                                   6SO-463-260 0
       LATHAM 8& WATKINS



  Prom : Jennie Lime Anderson Mega: August 28, 2006

  Casey Coda :            030271-00001                                       Theta:
  Saub,oct:                 CV Therepotrlcs Inc. Sacurltles LJt/gati n
                            U .S .O .C . N .D . of California Case Na . C-03-3709-MJ J



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           LERACH                                                   - V~
       COUGHLIN                                             1=',',(
          STOIA
          GELLER                                                            ._.                       SAN DIEGO • SAN FRANCISCO
          RUDMAN                                                                            LOS ANGELES • NEW YORK • BOCA RATON
                                                                                                      WASHINGTON, DC • HOUSTO N
          BOBBINS LLB                                                                                      PHILADELPHIA • SEATTLE




                                                               FACSIMIL E

                                                                           Fax No . Telephone No .

   To : Kalama M . Lui-Kwan 650-463-2600
          LATHAM & WATKIN S




   From: Jennie Lee Anderson                                                      Date: August 28, 2006

   Case Code : 030271-00001 Time :

   Subject :               CV Therapeutics, Inc. Securities Litigatio n
                            U .S .D .C. N .D . of California Case No . C-03-3709-MJJ




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