CV Therapeutics Inc - Amended Statement of Ownership (SC 13G/A)
February 13 2008 - 3:22PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
x
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 126667104
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1.
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Names of Reporting Persons
Sectoral Asset Management Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
3,729,501
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
3,993,701
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,993,701
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
6.7%
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12.
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Type of Reporting Person
(See Instructions)
IA
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2
CUSIP No. 126667104
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1.
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Names of Reporting Persons
Jérôme G. Pfund
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Swiss
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
3,729,501
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
3,993,701
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,993,701
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
6.7%
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12.
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Type of Reporting Person
(See Instructions)
IN
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3
CUSIP No. 126667104
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1.
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Names of Reporting Persons
Michael L. Sjöström
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Swiss
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
3,729,501
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
3,993,701
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,993,701
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
6.7%
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12.
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Type of Reporting Person
(See Instructions)
IN
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4
CUSIP No. 126667104
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Item 1.
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(a)
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Name of Issuer
CV Therapeutics Inc.
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(b)
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Address of Issuers
Principal Executive Offices
3172 Porter Drive, Palo Alto, CA 94304 USA
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Item 2.
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(a)
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Name of Person Filing
Sectoral Asset Management Inc.
Jérôme G. Pfund
Michael L. Sjöström
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(b)
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Address of Principal
Business Office or, if none, Residence
The principal business address of each person filing is:
2120-1000 Sherbrooke St.
West Montreal PQ H3A 3G4 Canada
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(c)
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Citizenship
Sectoral Asset Management Inc. is a Canadian corporation
Jérôme G. Pfund is a Swiss
citizen
Michael L. Sjöström is a
Swiss citizen
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(d)
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Title of Class of
Securities
Common Stock
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(e)
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CUSIP Number
126667104
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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x
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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5
CUSIP No. 126667104
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Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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Sectoral Asset Management
Inc, in its capacity as an investment adviser, has the sole right to dispose
of or vote the number of shares of common stock of the Issuer set forth in
this filing. Jérôme G. Pfund and
Michael L. Sjöström are the sole shareholders of Sectoral Asset Management
Inc. Sectoral Asset Management, Inc.
and Messrs. Pfund and Sjöström disclaim beneficial ownership of the Issuers
common stock held by Sectoral Asset Management Inc.
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(a)
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Amount beneficially owned:
Sectoral Asset Management
Inc.: 3,993,701 shares
Jérôme G. Pfund: 3,993,701 shares
Michael L. Sjöström: 3,993,701
shares
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(b)
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Percent of class:
Sectoral Asset Management
Inc.: 6.7%
Jérôme G. Pfund: 6.7%
Michael L. Sjöström: 6.7%
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to direct the vote
Sectoral Asset Management
Inc.: 3,729,501 shares
Jérôme G. Pfund: 3,729,501 shares
Michael L. Sjöström: 3,729,501
shares
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(ii)
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Shared power to vote or to direct the vote
Sectoral Asset Management
Inc.: -0- shares
Jérôme G. Pfund: -0- shares
Michael L. Sjöström: -0- shares
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(iii)
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Sole power to dispose or to direct the disposition of
Sectoral Asset Management
Inc.: 3,993,701 shares
Jérôme G. Pfund: 3,993,701 shares
Michael L. Sjöström: 3,993,701
shares
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(iv)
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Shared power to dispose or to direct the disposition of
Not applicable
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Item 5.
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Ownership of Five Percent or Less
of a Class
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If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following
o
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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Various persons, as investment advisory clients of
Sectoral Asset Management, Inc., have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the common stock of the Issuer. To the knowledge of Sectoral Asset
Management, Inc., no one such persons interest in the common stock of the
Issuer is more than five percent of the total outstanding common stock of the
Issuer, other than Pictet Funds-BIOTECH, a Luxemburg investment company that
beneficially owns 6.1% of the common stock of the Issuer.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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6
CUSIP No. 126667104
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Item 10.
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Certification
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By signing below the
undersigned each certifies that, to the best knowledge and belief of the
undersigned, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
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Signature
After reasonable inquiry and to the best knowledge and
belief of each of the undersigned, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: February 11, 2008
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SECTORAL ASSET MANAGEMENT INC.
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/s/ Jérôme G. Pfund
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By: Jérôme G. Pfund
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Its: CEO
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Dated: February 11, 2008
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/s/ Jérôme G. Pfund
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Jérôme G. Pfund
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Dated: February 11, 2008
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/s/ Michael L. Sjöström
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Michael L. Sjöström
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7
Exhibit A
AGREEMENT
Each of the
undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of
1934, as amended, hereby agrees that only one statement containing the
information required by Schedule 13G needs be filed with respect to the
ownership by each of the undersigned of the shares of common stock of CV
Therapeutics Inc., and that the Schedule 13G to which this Agreement is
appended as
Exhibit A
is to be filed with the Securities and Exchange
Commission on behalf of each of the undersigned on or about the date hereof.
EXECUTED as a
sealed instrument this 11
th
day of February 2008.
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SECTORAL ASSET MANAGEMENT INC.
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/s/ Jérôme G. Pfund
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By: Jérôme G. Pfund
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Its: CEO
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/s/ Jérôme G. Pfund
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Jérôme G. Pfund
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/s/ Michael L. Sjöström
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Michael L. Sjöström
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8
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