LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS...

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LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP PATRICK J. COUGHLIN (111070) REED R. KATHREIN (139304) JEFF D. FRIEDMAN (173886) SHANA E. SCARLETT (217895) DANIEL B. SWERDLIN (243452) 100 Pine Street, Suite 2600 San Francisco, CA 94111 Telephone: 415/288-4545 415/288-4534 (fax) [email protected] [email protected] [email protected] [email protected] [email protected]

– and – WILLIAM S. LERACH (68581) 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax) [email protected]

Counsel for Lead Plaintiff and the Class

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

In re CV THERAPEUTICS, INC. SECURITIES LITIGATION

This Document Relates To:

ALL ACTIONS.

) ) ) ) ) ) ) )

No. C-03-3709-SI

CLASS ACTION

DECLARATION OF SHANA E. SCARLETT IN SUPPORT OF LETTER BRIEF REQUESTING RELIEF FROM THE PROTECTIVE ORDER FOR DISCLOSURE OF DOCUMENTS TO EXPERTS SHALINI GERA AND ZOË C. BEH

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

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 -

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I, SHANA E. SCARLETT, declare as follows:

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

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

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

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

thereto.

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

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 & Watkins LLP;

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 & Robbins LLP;

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 & Watkins LLP;

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 & Robbins LLP;

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 & Robbins LLP;

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 & Watkins LLP;

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 & Watkins LLP;

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 & Robbins LLP; and

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 Latham & Watkins LLP.


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 -

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

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

/s/ Shana E. Scarlett

SHANA E. SCARLETT

T:\CasesSF\CV Therapeutics\dec00034351.doc


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CERTIFICATE OF SERVICE

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

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

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

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

participants indicated on the attached Manual Notice List.

/s/ Shana E.. Scarlett SHANA E. SCARLETT

LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP

100 Pine Street, Suite 2600 San Francisco, CA 94111 Telephone: 415/288-4545 415/288-4534 (fax) E-mail: [email protected]


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 [email protected]

Patrick J. Coughlin [email protected] [email protected]

Paul H. Dawes [email protected]

Jeff D Friedman [email protected]

Sean M. Handler, Esq [email protected] [email protected]

Robert A. Jigarjian [email protected]

Michele D. Johnson [email protected] [email protected]

Reed R. Kathrein [email protected] [email protected];[email protected]

William S. Lerach [email protected]

Kalama M. Lui-Kwan [email protected] [email protected]

Jay L. Pomerantz [email protected]

Darren J. Robbins

Shana Eve Scarlett [email protected] [email protected];[email protected]

Peter Todd Snow [email protected] [email protected]

John C. Tang [email protected] [email protected]

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8/21/2006https://ecf.cand.uscourts.gov/cgi-bin/MailList.pl?155300109282931-L_701_0-1


Sylvia Wahba [email protected] [email protected];[email protected]

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)

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EXHIBIT A

LERACHCOUGHLIN

STOIAGELLERRUDMANROBBINS w>.e

SAN DIEGO • SAN FRANCISCOLOS ANGELES • NEW YORK • BOCA RATO N

WASHINGTON, DC • HOUSTONPHILADELPHIA • SEATTLE

Jeff D . FriedmanJFriedman@lerachlaw .com

August 16, 200 6

Kalama M . Lui-KwanLATHAM & WATKINS140 Scott DriveMenlo Park, CA 9402 5

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

Dear Kalama:

VIA FACSIMILE & EMAI L

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 theOrder, 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 inany litigation during the preceding five years .

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

Very truly yours ,

/s/ Jeff D . Friedma n

Jeff D . FriedmanJDF:mmT:\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.com

345 -®61-M

Exhibit A

BEGNO ENDN O

CVT00297266 CVT00297277

C VT00300901 CVT0030093 1

CVT00301008 CVT00301034

CVT00306799 CVT0030682 6

CVT00318392 CVT0031846 1

CVT00322011 CVT0032201 2

CVT00442952 CVT00442989

CVT00443088 CVT00443157

CVT00443308 CVT0044333 1

CVT00443386 CVT00443393

CVT00443394 CVT00443402

CVT00443405 CVT00443447

CVT00444419 CVT00444442

CVT00445041 CVT00445064

CVT00445099 CVT00445123

CVT00445865 CVT00445867

CVT00452619 CVT00452621

CVT00488355 CVT00488359

CVT00488825 CVT00488834

CVT00509467 CVT00509484

CVT00509551 CVT00509593

CVT00511195 CVT0051120 5

CVT00512033 CVT00512050

CVT00512051 CVT00512105

CVT00512106 CVT00512176

CVT00512205 CVT00512256

CVT00515401 C VT0051546 6

CVT00515467 CVT00515474

BEGNO ENDN O

CVT00515552 CVT00515588

CVT00515589 CVT0051561 9

CVT00372808 CVT0037281 0

CVT00615164 CVT0061519 7

CVT00840972 CVTOO841034

CVTO1913866 CVTO1913928

CVTO1792862 CVTO1792865

CVTO1797212 CVTO1797212

CVTO1798841 CVTO1798908

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. Beh

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 .

■ Forecasting market trends, revenues, unit shipments, and market shares for China's Medical ImagingMarket

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

■ Competitive landscape evaluation and analysi s

■ Market Opportunity Assessmen t

■ 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

Direct Dial : (650) 463-4662

kalama [email protected]

LATHAM&WATKINS LL P

August 17, 200 6

BY E-MAIL AND FACSIMIL E

Jeff D. Friedman, Esq .Lerach Coughlin Stoia Geller Rudm an & Robbins LLP100 Pine Street , 26th FloorSan Francisco , CA 94111

140 Scott Drive

Menlo Park, California 9402 5

Tel : (650) 328-4600 Fax : (650) 463-2600

www, lw. com

FIRM /AFFILIATE OFFICES

Brussels New York

Chicago Northern Virginia

Frankfurt Orange County

Hamburg Paris

Hong Kong San Dieg o

London San Francisc o

Los Angeles Shangha i

Milan Silicon Valle y

Moscow Singapor e

Munich Toky o

New Jersey Washington, D .C .

File No. 030031-002 0

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 thatPlaintiff intends to disclose to two experts approximately 40 documents ("Protected Material") .You ask that Defendants submit any objections to Plaintiffs proposed disclosure of the ProtectedMaterial 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 inconsistentwith the Protective Order . Section 7 .4(b) of the Protective Order allows Plaintiff to "disclose thesubject Protected Material to the identified expert unless, within seven court days of deliveringthe request, the Party receives a written objection from the Designating Party ." Defendants willobject 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 August21 . 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 theexperts' 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 hasreceived compensation for work in . . . her areas of expertise or to whom [each] expert hasprovided professional services at any time during the preceding five years ." Please provide thisinformation by August 21 .

wZZ. Lof LATHAM & WATKINS LL P

SV\519590 .1

EXHIBIT C

LERACHCOUGHLIN

STOIAGELLERRUDMAN

t44._ ROBBINS LLP


WASHINGTON, DC • HOUSTONPHILADELPHIA-SEATTLE

Jeff D . FriedmanJFriedman@ lerachlaw.com

August 18, 200 6

Kalama M . Lui-KwanLATHAM & WATKINS140 Scott DriveMenlo Park , CA 9402 5

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

Dear Kalama :

VIA FACSIMILE & EMAIL

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

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

Plaintiff informed Defendants as to Ms . Gera's and Ms. Beh's primary city ofemployment- Palo Alto, California . However, you assert you also need their primary cities ofresidence, pursuant to the Order . Please explain why you need to know the personalinformation you have requested, given that you have been provided their primary city ofemployment. Provided you have a legitimate interest in learning this information, we willprovide 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

LERACHCOUGHLIN

STOIAGELLERRUDMANROBBINS i t

Kalama M . Lui-KwanAugust 18, 2006Page 2

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

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

Very truly yours,

/s/ Jeff D . Friedman

Jeff D. Friedma nJDF :m mT:\CasesSF\CV Thera peutics\Corres\Lui-Kwan_081806_JDF.doc

EXHIBIT D

Kalama M . Lui-Kwan

Direct Dial : (650) 463-4662

kalama [email protected] m

LATHAM&WATKIN5LLP

August 21, 200 6


Jeff D. Friedman, Esq .Lerach Coughlin Stoia Geller Rudman & Robbins LLP100 Pine Street, 26th FloorSan Francisco, CA 94111

140 Scott Driv e

Menlo Park, California 94025Tel : (650) 328-4600 Fax: (650) 463-2600www .lw .co m

FIRM /AFFILIATE OFFICE SBrussels New Yor k

Chicago No rt hern Virginia

Frankfu rt Orange County

Hamburg Pari s

Hong Kong San Diego

London San FranciscoLos Angeles Shangha i

Milan Silicon Valley

Moscow Singapore

Munich Tokyo

New Jersey Washington, D.C .

File No . 030031-0034

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 thatPlaintiff 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 demandthat 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 part iesto disclose to experts documents that have been designated "HIGHLY CONFIDENTIAL -ATTORNEYS' EYES ONLY" ("Protected Material "), but only after the pa rt ies follow certainprocedures 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 inrequests for permission to disclose Protected Material . In my August 17 letter responding toyour August 16 letter, I asked you to confirm that : (1) Palo Alto, California is the primaryresidence of Zoe C . Beh and Shalini Gera, the experts you identified; (2) the "Biographies ofAnalysts to be Involved," attached to your August 16 letter as Exhibit B, are the experts' currentresumes; and (3) Frost & Sullivan is the experts' current employer. Rather than confirm thatyour August 16 letter contains this specific information, you state only that Plaintiff providedDefendants "with all of the information either you requested or to which you are entitle dpursuant to the order . "

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

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

Jeff D . FriedmanAugust 21, 2006Page 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 theserequirements .

For instance, with regard to § 7 .4(a)(2), your August 18 letter states that Plaintiffidentified the experts' "primary city of employment" on August 16, but neither letter identifiesthe 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 doesnot 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) . YourAugust 16 letter attaches what appear to be marketing materials, or "Biographies of Analysts tobe Involved", but it does not attach the experts' "current" resumes in compliance with th eProtective Order . Nor does your August 18 letter confirm that the marketing materials are theircurrent resumes . Defendants therefore have no basis for understanding whether the informationprovided therein is current and whether the marketing materials comply with the ProtectiveOrder. Moreover, while the marketing materials indicate that Mss . Beh and Gera were at onepoint employed by Frost & Sullivan, the marketing materials and your two letters do not confirmthat Frost & Sullivan is their current employer .

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

Second, your August 18 letter demands that the parties meet and confer regarding theconfidentiality designations for each of approximately 40 documents "[n]ow that Defendantshave objected to their disclosure to experts ." Your letter misrepresents Defendants' statementsregarding their objections . On August 17, I informed you that the Protective Order permitsDefendants to object within seven court days from Plaintiff's August 16 request . I also informedyou on August 17 that Defendants intend on submitting their objections to Plaintiff's proposeddisclosure 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 isimproper and inconsistent with the Protective Order . As you know, your August 16 letterattaches an exhibit listing approximately 40 documents that Plaintiff requests permission todisclose to his experts . Due to the volume of documents at issue, Defendants must reserve theirright to the seven court days to which they are entitled to review these documents under theProtective Order and prepare appropriate objections . However, Defendants will provide theirresponses earlier if practicable .

Since the July 28 case management conference, Plaintiff has violated the Federal Rules,


LATHAM&WATKINS« P

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

Very truly yours,

La . Lui-Kwanof LATHAM & WATKINS LLP

SV\519973 .1

EXHIBIT E

Kalama M. Lui-Kwan

Direct Dial : (650) 463-4662

kalama [email protected]

LATHAM&WATKINS LL P

August 25, 2006


Jeff D. Friedman, Esq .Lerach Coughlin Stoia Geller Rudman & Robbins LLP100 Pine Street , 26th FloorSan Francisco , CA 94111

140 Scott Drive


Tel : (650) 328-4600 Fax : (650) 463-2600

www .lw.com

FIRM / AFFILIATE OFFICES

Brussels New York

Chicago Northern Virgini aFrankfurt Orange CountyHamburg ParisHong Kong San Dieg o


Los Angeles Shanghai


Moscow SingaporeMunich Tokyo


File No . 030031-0034

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 fPlaintiffs experts .

Your August 16 letter requests approval to disclose nearly 40 documents to Plaintiffsexperts, but the request lacks information that is required by § 7 .4(a) of the February 7, 2005Protective Order ("Protective Order") . In particular, as I explained in my August 17 and August21, 2006 letters to you, Plaintiff has not : (1) identified the primary residence of Plaintiffs twoexperts; (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 forwork in her areas of expertise during the preceding five years . Plaintiff has not provided any ofthis 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 todisclose documents that have been designated as "HIGHLY CONFIDENTIAL - ATTORNEYS'EYES ONLY" ("Protected Materials") . This procedure is designed to ensure that thedesignating party has been given sufficient information to make a determination of whether itwould 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 therequest. 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 anentity that is otherwise adverse to the designating party .

Similarly, § 7 .4(a)(5) requires that the requesting party "identif[y] each person or entityfrom whom [each] Expert has received compensation for work in . . . her areas of expertise or towhom [each] expert has provided professional services at any time during the preceding fiveyears ." This information allows the designating party to determine whether the identified expertsreceived monetary or other compensation from a competitor, provided advice to a similarlyadverse party, or maintained any other relationship that would make it inappropriate for theexpert to view the Protected Materials .


LATHAM&WATKINS«P

As I have informed you repeatedly over the last week , Plaintiffs August 16 request lacksthis and other information required by § 7 .4(a)(2)-(5) of the Protective Order . Without thisinformation , Defendants are unable to determine whether it would be appropriate to approvePlaintiffs 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 atthis time to Plaintiffs intent to disclose the documents you identi fied on August 16 . Thisobjection should not be interpreted to mean that Defendants will not permit the disclosure of theProtected Materials to Plaintiffs expe rts. Defendants will permit such disclosure , but only ifthey determine disclosure is appropriate after Plaintiff provides Defendants with the informationthey need to make that determination, as required by the Protective Order.

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

Finally, upon re-review of the documents you identified, Defendants have determinedthat 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 consultantsdescribing their views regarding pricing information and analyses . Second, the document bates-labeled CVTO1913866-928 is a presentation that, like CVT00840972-841034, describes CVT'sbusiness plans and strategies for launching Ranexa. Third, the document bates-labeledCVT00509467-484, like CVT00512033-050, is a presentation regarding CVT's marketingstrategies. Each of these documents must be designated as "Highly Confidential ." A copy ofthese documents with the revised designations is attached .

V ly ours,

Ka ama . Lui-Kwanof LATHAM & WATKINS LL P

5V\520598 .1

EXHIBIT F

LERACHCOUGHLIN

STOIAGELLERRUDMANROBBINS LLPR►_

Jeff D . FriedmanJFriedman@lerachlaw. com

August 28, 200 6

Kalama M . Lui-KwanLatham & Watkins LLP140 Scott DriveMenlo Park, CA 94025

Re : In re CV Therapeutics, Inc . Securities LitigationNo. C-03-3709-5I (N .D . Cal . )

Dear Kalama:


WASHINGTON, DC - HOUSTONPHILADELPHIA-SEATTLE

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

I am responding to your letter dated August 25, 2006 . Therein, you object to disclosingthirty-five (35) out of thirty-nine (39) documents to Plaintiff's experts, Shalini Gera and ZoeBehr. 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 documentsbeing so designated) .

As part of defendants' pattern and practice of specious and bad faith assertions in thisregard, you claim Plaintiff has failed to provide Defendants with the information necessarypursuant to ¶7 .4 of the protective order . Rather than continue the obvious wasting of timeand resources to continuously point out each improper abuse of the protective order, therecord 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 cityresidence rather than their primary city of employment . You refused to explain and insteadhave used this as a basis to assert Defendants' have insufficient information to make adetermination whether it would be appropriate to disclose the documents to Plaintiff'sexperts . The record will speak for itself in this matter as well .

However, in order to complete the record of Defendants' sham objections, I aminforming you that Shalini Gera's primary city of residence is Hayward, California and ZoeBehr's is Milpitas, California . By 1 :00 p.m . today, inform Plaintiff how and if this newinformation 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.com

i'e" 345 cau 67 -M

LERACHCOUGHLIN

P STOIAGELLERRUDMANROBBINS « P

Kalama M . Lui-KwanAugust 28, 2006Page 2

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

Very truly yours,

/s/ Jeff D . Friedman

Jeff D . Friedman

JDF:m mT :\CasesSF\CV Therapeutics\Corres\LTR Lui-i(wan 08-28-06 JDF .doc

EXHIBIT G

LERACHCOUGHLIN

STOIAGELLERRUDMAN

tl_ROBBINS LLP

Jeff D . FriedmanJFriedman@Ierachlaw .com

August 28, 2006

Kalama M . Lui-KwanLATHAM & WATKINS140 Scott DriveMenlo Park, CA 94025

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

Dear Kalama :


WASHINGTON, DC • HOUSTON

PHILADELPHIA-SEATTLE

VIA FACSIMILE & EMAI L

As I have repeatedly informed you, including on August 18, 2006, Plaintiff has compliedwith all requirements set forth in ¶7 .4. The only technical exception was our request thatDefendants 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 tojustify your demand, demonstrating your bad faith in this matter .

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


®=-„~ ,,, - 345 ® 42,cpu S1-M

LERACHCOUGHLIN

P STOIAGELLERRUDMAN

16- ROBBINS « P

Kalama M. Lui-KwanAugust 28, 2006Page 2

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

Very truly yours ,

/s/

JDF :krhT:\CasesSF\CV Thera peutics\Corres\Lui- Kwan082806_JDF .doc

Jeff D . Friedman

EXHIBIT H

Kalama M . Lul-Kwan

Direct Dial: (650) 463-4662

kalama .lui-kwan@lw .com

LATHAM&WATKINSLL P

August 28, 200 6


Daniel B . Swerdlin, Esq .Lerach Coughlin Stoia Geller Rudman & Robbins LLP100 Pine Street , 26th FloorSan Francisco , CA 94111

140 Scott Drive


Tel : (650) 328-4600 Fax : (650) 463-2600

www .lw .com

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File No. 030031-002 0

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 yourAugust 25 letter, you state that Plaintiff intends to disclose to one expert more than 150documents, and ask that Defendants submit any objections by Monday, August 28 . In yourAugust 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 theProtective Order, and your August 28 letter does not make sense .

As you should know, the Protective Order allows designating parties seven court days toprepare 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 0documents, and demands that Defendants submit any objections to the disclosure of thesedocuments by Monday . It will obviously take more than two weekend days to review theapproximately 150 documents you identified and prepare written responses regarding theproposed disclosure. Defendants will submit objections, if any, as soon as practicable but nolater than seven court days from the date of Plaintiff's request .

However, your August 25 letter appears to lack information required by the ProtectiveOrder. Section 7 .4(a)(5) of the Protective Order requires that you identify "each person or entityfrom whom the Expert has received compensation for work in his or her areas of expertise or towhom 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 letteridentifies 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 thepreceding 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 advisedirrespective of whether he received compensation . Please confirm by 5 :00 p .m. on August 29that he has not "provided professional services at any time during the preceding five years" toany "person or entity" other than those listed in your letter and his resume . If he has provided

Daniel B . SwerdlinAugust 28, 2006Page 2

LATHAM&WATKIN5LLP

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

Second, your letter states that Mr. Cunha received compensation from three namedentities "since becoming an independent consultant in 2005 ." However, § 7 .4(a)(5) of the Orderrequires 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, althoughthe resume attached to your letter satisfies § 7 .4(a)(3), you have not confirmed that Mr . Cunhahas not received compensation from any other person or entity between August 25, 2001 andAugust 25, 2006, as required by § 7.4(a)(5) . By 5 :00 p.m. on August 29, please identify "eachperson or entity from whom the Expert has received compensation for work in his or her areas ofexpertise" from August 25, 2001 to August 25, 2006. Please let me know if you are unable toobtain any of this information by 5 :00 tomorrow .

In your August 28 letter, you state that a document bates-stamped CVT00345633 shouldnot have been designated as "Confidential ." Defendants have reviewed this document, whichhas 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 extentPlaintiff believes that other specific documents have been erroneously designated, please identifythem 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 "glaringexample of defendants' obstructionist conduct ." This comment makes no sense . First, yourletter identifies 11 out of approximately 2,300,000 pages of documents produced in thislitigation . There may be human errors that were committed in Defendants' designation of thesevoluminous documents . Second, the parties were able to resolve Plaintiff's concern regardingthis document in one day. If anything, the document you identified is a "glaring example" ofyour use of hyperbole .

Ve y truly yours,

La ui- wanof 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 SHARESCV THERAPEUTICS, INC .

COMMON STOCK

You should read this prospectus supplement and the accompanying prospectus carefully before you invest . Both documentscontain 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 tothis prospectus supplement . The total purchase price for all of these shares is $20,000,000 . We will receive net proceeds from the saleof these shares of approximately $19,950,000 after deducting our estimated offering expenses of approximately $50,000, includingthe placement agent fee of $40,000 paid to Reedland Capital Partners, an institutional division of Financial West Group, MemberNASD/SIPC, in connection with this offering . As permitted by our purchase agreement with Acqua Wellington, for this offering weagreed with Acqua Wellington to shorten the draw down pricing period for this draw down and increase the call option amount limitfor 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 . AcquaWellington has informed us that it intends to use Carlin Equities Corp . as the broker-dealer for sales of any shares of common stockon the Nasdaq National Market . Carlin Equities Corp . is an "underwriter" within the meaning of Section 2(a)(l 1) of the SecuritiesAct.

Our common stock is quoted on the Nasdaq National Market under the symbol "CVTX ." The offering price of these shares wasestablished with reference to the volume weighted average prices of our common stock on the Nasdaq National Market for the periodbeginning 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 generalcorporate 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 saleprice of our common stock on the Nasdaq National Market was $18 .25 per share . As of November 5, 2004, we had 32,448,002 sharesof common stock outstanding.

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

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

NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OFTHIS 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 TherapeuticsCOMMON 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 ourcommon stock and the rights to acquire our series A junior participating preferred stock that are attached to and trade with thecommon 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 changeinformation contained in this document; and

- you should read this prospectus and any prospectus supplement carefully before you invest .

See " tick Factors" beginning on Page 1 for a discussion of material risks that you should considerbefore 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 lastsale 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 ofthese securities or passed upon the adequacy or accuracy of this prospectus . Any representation to the contrary is a criminaloffense.

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 representationother 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 orany accompanying prospectus supplement as if we had authorized it . This prospectus and any accompanying prospectussupplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registeredsecurities to which they relate, nor does this prospectus and any accompanying prospectus supplement constitute an offer tosell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offeror solicitation in such jurisdiction . You should not assume that the information contained in this prospectus and anyaccompanying prospectus supplement is correct on any date after their respective dates, even though this prospectus or anyprospectus 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 shouldcarefully consider the risk factors set forth under the heading "Risk Factors" in the section entitled "Item l-Business" in our mostrecent Annual Report on Form 10-K and our most recent Quarterly Report on Form l0-Q, which are incorporated by reference intothis prospectus, as the same may be updated from time to time by our future filings under the Securities Exchange Act . For moreinformation, 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 statementswithin the meaning of Section 27A of the Securities Act of 1933 and Section 2 IE of the Securities Exchange Act of 1934 . Thesestatements relate to future events or our future clinical or product development or financial performance . In some cases, you canidentify 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 differmaterially from the forward-looking statements we make or incorporate by reference in this prospectus and the accompanyingprospectus supplement are set forth under the heading "Risk Factors" in the section entitled "Management's Discussion and Analysisof Financial Condition and Results of Operations" in our most recent Annual Report on Form l0-K and our most recent QuarterlyReport on Form 10-Q, as may be updated from time to time by our future filings under the Securities Exchange Act, and elsewhere inthe documents incorporated by reference in this prospectus and the accompanying prospectus supplement . If one or more of theserisks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievementsmay vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements .

CVT00345636

AVAILABLE INFORMATION

We are subject to the information requirements of the Securities Exchange Act and we therefore file periodic reports, proxystatements and other information with the Securities and Exchange Commission relating to our business, financial statements andother matters . The reports, proxy statements and other information we file may be inspected and copied at prescribed rates at theSecurities and Exchange Commission's Public Reference Room at Room 1024, 450 Fifth Street, N .W ., Washington, D .C . 20549 . Youmay obtain information on the operation of the Securities and Exchange Commission's Public Reference Room by calling theSecurities and Exchange Commission at 1-800-SEC-0330 . The Securities and Exchange Commission also maintains an Internet sitethat contains reports, proxy statements and other information regarding issuers Like us that file electronically with the Securities andExchange 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 thesecurities . As permitted by the Securities and Exchange Commission's rules, this prospectus omits some of the information, exhibitsand undertakings included in the registration statement . You may read and copy the information omitted from this prospectus butcontained in the registration statement, as well as the periodic reports and other information we file with the Securities and ExchangeCommission, at the public reference facilities maintained by the Securities and Exchange Commission in Washington, D .C . an dSan Francisco, California .

Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and ineach instance we refer you to the copy of the contract or document filed as an exhibit to the registration statement or as an exhibit toour 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 moleculedrugs 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 brandnames or tr ademarks appeari 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 ofpreferred stock, par value $0.001 per share . As of August 15, 2003, there were 28,459,078 shares of common stock outstanding an dno 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 theelection of directors. Stockholders are not entitled to cumulative voting rights. The holders of common stock are entitled to receiveratably such dividends, if any, as may be declared from time to time by our board of directors, in its discretion, from funds legallyavailable therefor and subject to prior dividend rights of holders of any shares of preferred stock which may be outstanding . Upon ourliquidation, dissolution or winding up, subject to prior liquidation rights of the holders of preferred stock, the holders of commonstock are entitled to receive on a pro rata basis our remaining assets available for distribution . Holders of common stock have nopreemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect tosuch shares . Attached to and trading with each share of common stock are the rights to acquire our series A junior participatingpreferred stock pursuant to our First Amended and Restated Rights Agreement dated as of July 19, 2000 . Each share of commonstock 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 juniorparticipating preferred stock and are reserved for issuance pursuant to our Rights Agreement . Our board of directors is authorizedwithout 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 specialrights, and qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue ofa 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 ofthe 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 thesecurities for general corporate purposes, which may include funding research, development and product manufacturing, developmentof clinical trials, preparation and filing of new drug applications, product commercialization, increasing our working capital, reducingindebtedness, acquisitions or investments in businesses, products or technologies that are complementary to our own, and capitalexpenditures . Pending the application of the net proceeds, we expect to invest the proceeds in investment-grade, interest-bearingsecurities .

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 acombination of these methods . The securities also may be sold pursuant to what is known as an equity line of credit, as describedbelow 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 tosolicit offers to purchase the securities from time to time . We will name in a prospectus supplement any agent involved in the offer orsale 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, asprincipal . 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 gagreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplementwhich the underwriter will use to make resales of the securities to the public . In connection with the sale of the securities, we, or thepurchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwritingdiscounts or commissions . The underwriter may sell the securities to or through dealers, and the underwriter may compensate thosedealers 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 anat the market equity offering, we will file a post-effective amendment to this registration statement that identifies the underwriter(s) inthat at the market equity offering .

With respect to underwritten public offerings, negotiated transactions and block trades, we will provide in the applicableprospectus 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 agentsparticipating 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 bedeemed to be underwriting discounts and commissions . We may enter into agreements to indemnify underwriters, dealers and agentsagainst civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make inrespect thereof.

Shares of common stock sold pursuant to the registration statement of which this prospectus is a part will be authorized forquotation and trading on the Nasdaq National Market . Other securities may or may not be listed on the Nasdaq National Market or anational securities exchange . To facilitate the offering of securities, other than securities offered in an at-the-market offering, certainpersons 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 ofmore 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 maystabilize 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 arerepurchased in connection with stabilization transactions . The effect of these transactions may be to stabilize or maintain the marketprice of the securities at a level above that which might otherwise prevail in the open market . These transactions may be discontinuedat any time .

The underwriters, dealers and agents may engage in other transactions with us, or perform other services for us, in the ordinarycourse 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 NorthAmerican Equities Fund, Ltd . Specifically, we entered into a common stock purchase agreement with Acqua Wellington, whichprovides that Acqua Wellington is committed to purchase up to $100,000,000 of our common stock, or the number of shares which isone less than twenty percent (20 .0%) of the issued and outstanding shares of our common stock as of July 3, 2003, whichever occursfirst, over the 28-month term of the purchase agreement . We have incorporated the purchase agreement by reference as an exhibit tothe registration statement of which this prospectus is a part. The total amount of securities available under the purchase agreementdoes not exceed 10% of the aggregate market value of our outstanding common stock that was held by non-affiliates within sixty daysprior to the filing of post-effective amendment number 1 to the registration statement of which this prospectus is a part . From time totime ending on November 3, 2005 and at our sole discretion, we may present Acqua Wellington with draw down notices constitutingoffers to purchase our common stock over 18 consecutive trading days or such other period mutually agreed upon by us and AcquaWellington . Under the purchase agreement, we are able to present Acqua Wellington with up to 24 draw down notices during theterm of the agreement, with a minimum of five trading days required between each draw down period, in each case unless otherwisemutually 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 eachtrading day during the trading period on which the daily volume weighted average price for our common stock exceeds a thresholdprice for such draw down determined by us and set forth in the draw down notice . The per share purchase price for these sharesequals the daily volume weighted average price of our common stock on each date during the draw down period on which shares arepurchased, less a discount ranging from 3 .8% to 5 .8%, based on our market capitalization on the trading day preceding each drawdown pricing period, unless we agree with Acqua Wellington to a different discount . If the daily volume weighted average price ofour common stock falls below the threshold price on any trading day during a draw down period, the purchase agreement providesthat 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 thediscount described above .

The purchase agreement also provides that from time to time and at our sole discretion we may grant Acqua Wellington the rightto exercise one or more call options to purchase additional shares of our common stock during each draw down pricing period for theamount that we specify ; provided, however, that unless otherwise mutually agreed upon between us and Acqua Wellington : (1) eachsuch amount that we specify must be for a minimum of $50,000, (2) the aggregate of all such amounts that we specify during a drawdown pricing period may not exceed $8,000,000 and (3) the amount of proceeds we receive by a call option on any given trading dayin a draw down pricing period may not exceed $1,000,000. Upon Acqua Wellington's exercise of the call option, we will issue andsell the shares of our common stock subject to the call option at a price equal to the greater of the daily volume weighted averageprice of our common stock on the day Acqua Wellington notifies us of its election to exercise its call option or the threshold price forthe 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 eachdraw 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 prospectusalso 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 anamendment 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 saleswill 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 informedus that Carlin Equities Corp ., which is not an affiliate of Acqua Wellington, will receive commissions from Acqua Wellington whichwill not exceed customary brokerage commissions . Acqua Wellington also will pay other expenses associated with the sale of thecommon 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 aportion 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 thepurchase agreement, neither Acqua Wellington nor any of its affiliates will, directly or indirectly, sell any of our securities except theshares that it owns or has the right to purchase pursuant to the provisions of a draw down notice . Acqua Wellington has agreed thatduring the periods listed above it will not enter into a short position with respect to shares of our common stock except that AcquaWellington may sell shares that it is obligated to purchase under a pending draw down notice but has not yet taken possession of solong as Acqua Wellington covers any such sales with the shares purchased pursuant to such draw down notice . Acqua Wellington hasfurther agreed that during the periods listed above it will not grant any option to purchase or acquire any right to dispose or otherwisedispose 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 economicrisk of ownership of our common stock, except for the sales permitted by the prior two sentences. Acqua Wellington also has agreedthat its sales of our common stock on any trading day will not represent more than 20% of the total trading volume of our commonstock for that trading day .

In addition, Acqua Wellington and Carlin Equities Corp . will be subject to liability under the federal securities laws and mustcomply with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, including withoutlimitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act . These rules andregulations 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 ofthis 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 thanas 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 AcquaWellington 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 inthe registration statement of which this prospectus is a part, or any omission or alleged omission to state in the registration statementor any document incorporated by reference in the registration statement, a material fact required to be stated therein or necessary tomake the statements therein not misleading, unless made or omitted in reliance upon written information provided to us by AcquaWellington or Carlin Equities Corp. We have agreed to pay up to fifty thousand dollars ($50,000) of Acqua Wellington's reasonableattorneys' fees and expenses (exclusive of disbursements and out-of-pocket expenses) incurred by Acqua Wellington in connectionwith the preparation, negotiation, execution and delivery of the purchase agreement . We have also agreed to pay all reasonable feesand expenses incurred by Acqua Wellington in connection with any amendments, modifications or waivers of the purchaseagreement. Further, we have agreed that if we issue a draw down notice and fail to deliver the shares to Acqua Wellington on theapplicable settlement date, and such failure continues for ten trading days, we will pay Acqua Wellington liquidated damages in cashor 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 usagainst certain liabilities, including liabilities under the Securities Act, which may be based upon, among other things, an untruestatement, alleged untrue statement, omission or alleged omission, included in this prospectus or any prospectus supplement or anyamendment or supplement to this prospectus or any prospectus supplement in reliance upon, and in conformity with, writteninformation furnished by Acqua Wellington to us for inclusion in such prospectus or prospectus supplement, or any omission oralleged omission to state in this prospectus or any prospectus supplement or any amendment or supplement to this prospectus or anyprospectus supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, to theextent, 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 AlderCreek Capital, L.L .C ., Member NASD/SIPC, a placement fee equal to one fifth of one percent of the aggregate dollar amount ofcommon stock purchased by Acqua Wellington . We have agreed to indemnify and hold harmless Alder Creek Capital against certainliabilities, 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 bepassed upon for us by Latham & Watkins LLP, San Francisco, California . Certain legal matters will be passed upon for any agents orunderwriters by counsel for such agents or underwriters identified in the applicable prospectus supplement .

EXPERTS

Ern st & Young LLP, independent auditors have audited our consoli dated fin an cial statements included in our Annual Report onForm 10-K for the year ended December 31, 2002, as set forth in their report , which is incorporated by reference in this prospectusan 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 prospectussupplement. By incorporating by reference, we can disclose important information to you by referring you to another document wehave filed separately with the Securities and Exchange Commission . The information incorporated by reference is deemed to be partof 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 havepreviously filed with the Securities and Exchange Commission :

• Annual Report on Form 10-K for the fiscal year ended December 31, 2002, including information specifically incorporatedby 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 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 April 1, 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 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 withthe 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 toSection 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act between the date of this prospectus and the termination of theofferi ng .

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

CVT00345643

EXHIBIT I

LERACHCOUGHLIN

STOIAGELLERRUDMANROBBINS LLP

SAN DIEGO • SAN FRANCISCOLOS ANGELES •NEWYORK•BOCARATON

WASHINGTON, DC - HOUSTON

PHILADELPHIA-SEATTL E

Jennie Lee AndersonJennieA@lerachlaw .com

August 28, 200 6

Kalama M. Lui-KwanLatham & Watkins LLP140 Scott DriveMenlo Park, CA 9402 5

Re : In re CV Therapeutics, Inc. Securities LitigationNo. C-03-3709-Sl (N .D . Cal . )

Dear Ms . Lui-Kwan :

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

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 theOrder), Bjorn I . Steinholt, CFA, the documents referenced by the bates numbers onAttachment A hereto . Plaintiff reserves the right to supplement this list as necessary andappropriate .

The Declaration of Bjorn I . Steinholt ("Steinholt Decl ."), Attachment B hereto, containsinformation 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 providedprofessional services in the last five years, pursuantto paragraph 7 .4(a)(2)-(6), however, wouldbe unduly burdensome, taking several weeks to compile, if it can be compiled at all . SeeSteinholt Decl . Moreover, information regarding cases on which Mr . Steinholt consulted, butwas not disclosed as an expert witness, constitutes protected attorney work product .

The information attached hereto provides more than adequate information uponwhich defendants may assess whether they object to plaintiff disclosing to the Expert certaindocuments designated "Highly Confidential" pursuant to the Order . Mr. Steinholt's resume, atrue and correct copy of which is attached to the Steinholt Decl ., discloses the Expert's workhistory and all cases in which he has testified in the last five years . Further, Mr . Steinholt hasnot worked for or provided consulting services for any pharmaceutical company in the last fiveyears . See Steinholt Decl .


"' 345 ®61-M

LERACHCOUGHLIN

F STOIAGELLERRUDMAN

ta, ROBBINS LL P

Kalama M. Lui-KwanAugust 28, 2006Page 2

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

Very truly yours,

Jets e Lee Anderson

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

-H ,„" 345 ®-: cau 61-M

ATTACHMENT A

BEGNO ENDNO

CVT00000111 CVT0000011 9

CVT00000182 CVT00000191

CVT00001771 CVT00001773

CVT00001906 CVT00001910

CVr00321842 CVF00321865

CV r00322011 CV r0032201 2

CVT00322259 CVT00322268

CV r00364540 CV r00364542

CV r00388065 CVT00388069

CVT00388105 CVT00388105

CVT00388113 CVT0038811 4

CV r00388121 CVT0038812 3

CVT00419046 CVT00419052

CVr00811081 CVT0081157 7

CV r00785532 CVT0078553 3

CVF00788868 CVT00789045

CVT00795416 CV r0079541 6

CVT00795422 CV r00795424

CVT0087261 0 CVT0087293 1

CVTO1814087 CVTO1814091

ATTACHMENT B

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LERACH COUGHLIN STOIA GELLERRUDMAN & ROBBINS LLP

PATRICK J . COUGHLIN (111070)REED R. KATHREIN (139304)JEFF D. FRIEDMAN (173886)SHANA E . SCARLETT (217895)DANIEL B. SWERDLIN (243452)100 Pine Street, Suite 2600San Francisco, CA 94111Telephone : 415/288-4545415/288-4534 (fax)patc@ lerachlaw [email protected]@lerachlaw .comshanas@lerachlaw .comdswerdlin@lerachlaw .com

- and -WILLIAM S . LERACH (68581)655 West Broadway, Suite 1900San Diego , CA 92101Telephone : 619/231-1058619/231-7423 (fax)[email protected]

Counsel for Lead Plaintiff and the Clas s

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

In re CV THERAPEUTICS, INC . ) No. C-03-3709-SISECURITIES LITIGATION )

CLASS ACTIO N

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

ALL ACTIONS. )

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I, BJORN I. STEINHOLT, declare as follows :

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

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

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

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

could and would competently testify thereto .

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

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

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

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

weeks to accomplish, assuming the information is even available .

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

to any pharmaceutical company .

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

which I have testified .

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

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

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

NBJORN I . STEINHOLT

IT:\CasesSF\CV Therapeutics\dec00034321 .doe

I DECLARATION OF BJORN I. STEINHOLT - C-03-3709-SI -1-

Bjorn I. Steinholt, CFA

Financial Markets Analysis, L .L.C9909 Mira Mesa Boulevard, Suite 260

San Diego , CA 9213 1Telephone : (858) 549-4900 • Facsimile : (858) 549-931 7

Employment History

• 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 publicofferings, fairness opinions and private placements . His practice area includes the valuationof whole businesses, financial securities and intangible assets . Furthermore, he providesconsulting 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, includingcommon stock, warrants, options, preferred stock, debt instruments and partnership interests,of companies in a myriad of industries . In addition, he performed valuations of intangibleassets such as patents, trademarks, software, customer lists, work force and licensingagreements. Mr. Steinholt provided financial and economic analyses for a variety ofpurposes relating to mergers and acquisitions, initial public offerings, fairness opinions, bankfinancing, financial reporting requirements, tax-related issues, general advisory services andshareholder 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 SanDiego office where he provided various financial and economic analyses for venture capital,investment banking and consulting assignments, including shareholder disputes . Amongother things, he helped identify and evaluate prospective emerging technology companies inneed of venture capital funding . In addition, Mr . Steinholt performed financial analysesrelated to market, industry and company economics and provided business valuation servicesinvolving different types of securities, including derivative securities .

Page 1

• 1988 - 1989 University of San Diego, San Diego, California

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 minimizationand 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 Districtof 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 Education

• Master of International BusinessUniversity of San Diego, 198 9

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

Accreditation and Affiliations

• Chartered Financial AnalystCFA Institute

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

• Member, CFA Institute

• Member, Financial Analysts Society of San Diego

Page 2

Confirmation Report - Memory Sen d

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

Job number 095

Date Aus-28 04:51pm

To : 5916504632600 0 1529

Number of pages . 01 0

Start time Aug-28 04 :51pm

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Pages sent : 010

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

Toe Kalarna M . Lui-KuvanLATHAM 8& WATKINS

PALSIMILE

V= sc l I

6SO-463-2600

Prom: Jennie Lime Anderson Mega: August 28, 2006

Casey Coda: 030271-00001 Theta:

Saub,oct: CV Therepotrlcs Inc. Sacurltles LJt/gati nU.S.O.C. N .D . of California Case Na. C-03-3709-MJJ

Man~sago/ooaumant(s) faxed:

Please see attached correspondence . Thank you.

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~LERACH - VCOUGHLIN 1=',',(STOIAGELLER ._.

SAN DIEGO • SAN FRANCISCO

RUDMAN LOS ANGELES • NEW YORK • BOCA RATON

BOBBINS LLB WASHINGTON, DC • HOUSTONPHILADELPHIA • SEATTLE

FACSIMIL E

Fax No . Telephone No.

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

From: Jennie Lee Anderson Date: August 28, 2006

Case Code: 030271-00001 Time:

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

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