SC TO-T

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)

OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

CV Therapeutics, Inc.

(Name of Subject Company (Issuer))

Sturgeon Acquisition, Inc.

Astellas US Holding, Inc.

Astellas Pharma Inc.

(Name of Filing Persons (Offerors))

Common Stock, Par Value $.001 Per Share

(Including the Associated Stock Purchase Rights)

(Title of Class of Securities)

126667104

(CUSIP Number of Class of Securities)

Masafumi Nogimori

President and Chief Executive Officer

Astellas Pharma Inc.

2-3-11 Nihonbashi-Honcho, Chuo-ku

Tokyo 103-8411

Japan

+81-3-3244-3000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Michael O. Braun, Esq.

Morrison & Foerster LLP

1290 Avenue of the Americas

New York, New York 10104

(212) 468-8000

CALCULATION OF FILING FEE


Transaction Valuation*			Amount of Filing Fee**
$1,499,766,384.00			$58,940.82

(Footnotes on following page)


o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A


o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


þ	third-party tender offer subject to Rule 14d-1.

o	issuer tender offer subject to Rule 13e-4.

o	going-private transaction subject to Rule 13e-3.

o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

(Footnotes from previous page)


*		For purposes of calculating the amount of filing fee only in accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on the offer to purchase up to 93,789,669 shares of common stock, par value $0.001 per share of CV Therapeutics, Inc. (the “Company”), including the associated stock purchase rights, at a purchase price of $16.00 per share net to the seller in cash, without interest and subject to any required withholding of taxes. Such number of shares consists of (i) 64,234,229 shares of common stock issued and outstanding as of February 19, 2009, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Company Form 10-K”), minus the 54,270 shares of common stock beneficially owned by the filing persons as of the date hereof, (ii) all options outstanding as of February 11, 2009 with respect to 8,834,500 shares of the Company’s common stock, as reported in the Company Form 10-K and a subsequent press release, (iii) all restricted stock units outstanding as of December 31, 2008 with respect to 1,673,736 shares of the Company’s common stock, as reported in the Company Form 10-K, (iv) all stock appreciation rights outstanding as of December 31, 2008 with respect to 56,250 shares of the Company’s common stock, as reported in the Company Form 10-K, (v) a maximum of 328,226 shares that are available for future grants under the Company’s Employee Stock Purchase Plan as of December 31, 2008, according to the Company Form 10-K, (vi) a maximum of 835,015 shares of common stock reserved for issuance for the conversion of the Company’s 2% Senior Subordinated Convertible Debentures due 2023 as reported in the Company Form 10-K, (vii) a maximum of 5,824,395 shares of common stock reserved for issuance for the conversion of the Company’s 2.75% Senior Subordinated Convertible Debentures due 2012 as reported in the Company Form 10-K, (viii) a maximum of 5,537,032 shares of common stock reserved for issuance for the conversion of the Company’s 3.25% Senior Subordinated Convertible Debentures due 2013 as reported in the Company’s Form 10-K, (ix) a maximum of 200,000 shares of the Company’s common stock that may be issued pursuant to the exercise of warrants as reported in the Company Form 10-K, and (x) a maximum of 6,266,286 shares of the Company’s common stock that are available for purchase by Azimuth Opportunity Ltd., as reported in the Company Form 10-K.

**		The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act, as amended, by multiplying the transaction value by .00003930.

This Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the offer by Sturgeon Acquisition, Inc. (“Purchaser”), a wholly-owned subsidiary of Astellas US Holding, Inc. (“Parent”), a wholly-owned, subsidiary of Astellas Pharma Inc. (“Astellas”), to purchase all issued and outstanding shares of the common stock, par value $0.001 per share (the “Common Stock”, and together with the associated stock purchase rights, the “Shares”), of CV Therapeutics, Inc., a Delaware corporation (the “Company”), at a price of $16.00 per Share, net to the seller in cash, without interest and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated February 27, 2009 (the “Offer to Purchase”) and in the related Letter of Transmittal, (which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer”) copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively. This Schedule TO is being filed on behalf of Astellas, Parent and Purchaser.

The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items 1 through 13 of this Schedule TO, and is supplemented by the information specifically provided herein.


Item 1.	*Summary Term Sheet.*

Regulation M-A Item 1001

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.


Item 2.	*Subject Company Information.*

Regulation M-A Item 1002

(a) Name and Address. The name of the subject company and the issuer of the securities to which this Schedule TO relates is CV Therapeutics, Inc. The address of the Company’s principal executive office is 3172 Porter Drive, Palo Alto, California 94304. The Company’s telephone number is (650) 384-8500.

(b) Securities. This Schedule TO relates to the outstanding Shares of the Company. According to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as of February 19, 2009 there were 64,234,229 shares of Common Stock issued and outstanding.

(c) Trading Market and Price. The information set forth in the section of the Offer to Purchase entitled “The Offer — Section 6 — Price Range of Shares” is incorporated herein by reference.


Item 3.	*Identity and Background of Filing Person.*

Regulation M-A Item 1003

(a) Name and Address. The names of the filing persons to which this Schedule TO relates are Astellas Pharma Inc., Astellas US Holding, Inc. and Sturgeon Acquisition, Inc. Astellas’ principal executive office is located at 2-3-11 Nihonbashi-Honcho, Chuo-ku, Tokyo 103-8411, Japan and its telephone number at such address is +81-3-3244-3000. The executive offices of Parent and Purchaser are located at Three Parkway North, Deerfield, Illinois 60015. The telephone number of Parent and Purchaser at such address is (847) 317-8800. The information set forth in the section of the Offer to Purchase entitled “The Offer — Section 9 — Certain Information Concerning the Purchaser and Astellas” and in Schedule I of the Offer to Purchase is incorporated herein by reference.

(b)-(c) Business and Background of Entities; Business and Background of Natural Persons. The principal business of Astellas, a corporation formed under the laws of Japan, is the research and development and marketing of pharmaceutical products. The principal business of Astellas US Holding, Inc., a Delaware corporation, is to act as a holding company for the U.S. operations of Astellas. The Purchaser, a Delaware corporation, does not engage in any business activities other than in connection with the Offer. The information set forth in the section of the Offer to Purchase entitled “The Offer — Section 9 — Certain Information Concerning the Purchaser and Astellas” and in Schedule I of the Offer to Purchase is incorporated herein by reference.


Item 4.	*Terms of the Transaction.*

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “The Offer — Section 1 — Terms of the Offer,” “The Offer — Section 2 — Acceptance of

Payment and Payment,” “The Offer — Section 3 — Procedures for Tendering Shares,” “The Offer — Section 4 — Withdrawal Rights,” “The Offer — Section 5 — Certain Tax Considerations,” “The Offer — Section 12 — Purpose of the Offer; Plans for the Company; Statutory Requirements; Approval of the Merger; Appraisal Rights,” “The Offer — Section 13— Dividends and Distributions,” “The Offer — Section 14 — Conditions of the Offer” and “The Offer — Section 15 — Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.


Item 5.	*Past Contacts, Transactions, Negotiations and Agreements.*

Regulation M-A Item 1005

(a) Transactions. The information set forth in the section of the Offer to Purchase entitled “The Offer — Section 9 — Certain Information Concerning the Purchaser and Astellas” is incorporated herein by reference.

(b) Significant Corporate Events. The information set forth in the section of the Offer to Purchase entitled “The Offer — Section 11 — Background of the Offer” is incorporated herein by reference.


Item 6.	*Purposes of the Transaction and Plans or Proposals.*

Regulation M-A Item 1006

(a), (c)(1)-(7) Purposes; Plans. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “The Offer — Section 7 — Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations,” “The Offer — Section 11 — Background of the Offer” and “The Offer — Section 12 — Purpose of the Offer; Plans for the Company; Statutory Requirements; Approval of the Merger; Appraisal Rights” is incorporated herein by reference.


Item 7.	*Source and Amount of Funds and Other Consideration.*

Regulation M-A Item 1007

(a) Source of Funds. The information set forth in the sections of the Offer to Purchase entitled “The Offer — Section 10 — Source and Amount of Funds” and “The Offer — Section 16 — Fees and Expenses” is incorporated herein by reference.

(b) Conditions. Not applicable.

(d) Borrowed Funds. Not applicable.


Item 8.	*Interest in Securities of the Subject Company.*

Regulation M-A Item 1008

(a) Securities Ownership. The information set forth in the section of the Offer to Purchase entitled “The Offer — Section 9 — Certain Information Concerning the Purchaser and Astellas” is incorporated herein by reference.

(b) Securities Transactions. The information set forth in the section of the Offer to Purchase entitled “The Offer — Section 9 — Certain Information Concerning the Purchaser and Astellas” is incorporated herein by reference.


Item 9.	*Persons/Assets Retained, Employed, Compensated or Used.*

Regulation M-A Item 1009

(a) Solicitations or Recommendations. The information set forth in the section of the Offer to Purchase entitled “The Offer — Section 16 — Fees and Expenses” is incorporated herein by reference.


Item 10.	*Financial Statements.*

Regulation M-A Item 1010

Not applicable.


Item 11.	*Additional Information*

Regulation M-A Item 1011

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “The Offer — Section 7 — Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations,” “The Offer — Section 9 — Certain Information Concerning the Purchaser and Astellas,” “The Offer — Section 14 — Conditions of the Offer,” and “The Offer — Section 15 — Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(b) Other Material Information. The information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference.


Item 12.	*Exhibits*

Regulation M-A Item 1016


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase dated February 27, 2009.
(a)(1)(B)		Form of Letter of Transmittal.
(a)(1)(C)		Form of Notice of Guaranteed Delivery.
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)		Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.
(a)(1)(G)		Summary Advertisement as published on February 27, 2009.
(a)(5)(A)		Press Release issued by Astellas dated February 27, 2009 regarding the commencement of the Offer.
(a)(5)(B)		Press Release issued by Astellas dated February 27, 2009 regarding the lawsuit filed by Astellas US Holding, Inc. against the Company.
(b)		Not applicable.
(d)(A)		Stock Purchase Agreement between the Company and Fujisawa Healthcare, Inc. (predecessor-in-interest to Astellas US LLC, a current subsidiary of Astellas) dated as of July 10, 2000. (Filed as Exhibit 10.82 to the Company’s Quarterly Report on Form 10-Q for the Third Quarter 2000, and incorporated herein by reference.)
(d)(B)		Collaboration and License Agreement between the Company and Fujisawa Healthcare, Inc. dated as of July 10, 2000. (Filed as Exhibit 10.83 to the Company’s Quarterly Report on Form 10-Q for the Third Quarter 2000, and incorporated herein by reference.)
(d)(C)		Amendment to Collaboration and License Agreement dated as of August 30, 2005, between the Company and Astellas US LLC. (Filed as Exhibit 10.1 to the Company’s current Report on Form 8-K filed by the Company on September 6, 2005, and incorporated herein by reference.)
(d)(D)		Second Amendment to Collaboration and License Agreement effective January 1, 2006 between the Company and Astellas US LLC. (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the Second Quarter 2006, and incorporated herein by reference.)
(g)		Not applicable.
(h)		Not applicable.


Item 13.	*Information Required by Schedule 13E-3*

Not applicable.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated February 27, 2009

ASTELLAS PHARMA INC.

By:

/s/

M. Nogimori

Name: M. Nogimori

Title: President and Chief Executive Officer

ASTELLAS US HOLDING, INC.

By:

/s/

Y. Hatanaka

Name: Y. Hatanaka

Title: President and Chief Executive Officer

STURGEON ACQUISITION, INC.

By:

/s/

Y. Hatanaka

Name: Y. Hatanaka

Title: President and Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase dated February 27, 2009.
(a)(1)(B)		Form of Letter of Transmittal.
(a)(1)(C)		Form of Notice of Guaranteed Delivery.
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)		Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.
(a)(1)(G)		Summary Advertisement as published on February 27, 2009.
(a)(5)(A)		Press Release issued by Astellas dated February 27, 2009 regarding the commencement of the Offer.
(a)(5)(B)		Press Release issued by Astellas dated February 27, 2009 regarding the lawsuit filed by Astellas US Holding, Inc. against the Company.
(b)		Not applicable.
(d)(A)		Stock Purchase Agreement between the Company and Fujisawa Healthcare, Inc. (predecessor-in-interest to Astellas US LLC, a current subsidiary of Astellas) dated as of July 10, 2000. (Filed as Exhibit 10.82 to the Company’s Quarterly Report on Form 10-Q for the Third Quarter 2000, and incorporated herein by reference.)
(d)(B)		Collaboration and License Agreement between the Company and Fujisawa Healthcare, Inc. dated as of July 10, 2000. (Filed as Exhibit 10.83 to the Company’s Quarterly Report on Form 10-Q for the Third Quarter 2000, and incorporated herein by reference.)
(d)(C)		Amendment to Collaboration and License Agreement dated as of August 30, 2005, between the Company and Astellas US LLC. (Filed as Exhibit 10.1 to the Company’s current Report on Form 8-K filed by the Company on September 6, 2005, and incorporated herein by reference.)
(d)(D)		Second Amendment to Collaboration and License Agreement effective January 1, 2006 between the Company and Astellas US LLC. (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the Second Quarter 2006, and incorporated herein by reference.)
(g)		Not applicable.
(h)		Not applicable.