Execution Version
CV THERAPEUTICS, INC.
October 31, 2006
VIA FAX (AS NOTED BELOW) AND
VIA FEDERAL EXPRESS TO BOTH RECIPIENTS
Via Federal Express to:
Solvay Pharmaceuticals Inc.
901 Sawyer Road
Marietta, Georgia 30062
Attn: General Counsel
With a copy via fax and Federal Express to:
Attn: Jean-Louis Anspach
Vice President, Primary Care and Specialized Markets
Commercial Operations
Solvay Pharmaceuticals Inc.
901 Sawyer Road
Marietta, Georgia 30062
Fax: (770) 578-5549
Re:Termination of that certain Co-Promotion Agreement by and
between
Solvay Pharmaceuticals Inc. ("Solvay") and CV
Therapeutics, Inc. ("CVT")
(collectively, the "Parties"), dated December 6,
2004 (the "Agreement")
To the office of the General Counsel (as required under the
notice provisions of the Agreement) and to the office Dr.
Jean-Louis Anspach:
The purpose of this letter is to evidence certain agreements of
the Parties in connection with CVT's termination of the Agreement
by means of the termination notice dated October 10, 2006 provided
by CVT to Solvay under Section 10.3 of the Agreement (the
"Termination Notice"), pursuant to which CVT has ceased all
Promotion of the Product. This letter is referred to as the "Letter
Agreement". All capitalized terms used in this Letter Agreement
without definition have the meanings ascribed to them in the
Agreement. In the event of any conflict between the terms and
conditions of this Letter Agreement and the terms and conditions of
the Agreement or the Termination Notice, this Letter Agreement
shall govern.
In connection with the Termination Notice, the Parties hereby agree
as follows:
(1) Termination Date; Invoice: Solvay hereby waives the requirement
of one hundred and eighty (180) days' advance written notice
