SecProbe.io

December 11, 2014

Via E -mail
Sharon A. Barbari
Chief Financial Officer
Cytokinetics, Inc.
280 East Grand Avenue
South San Francisco, CA  94080

Re: Cytokinetics, Inc.
 Form 10 -K for the Fiscal Year Ended December  31, 2013
 Filed March 7 , 2014
 File No. 0-50633

Dear Ms. Barbari :

We have reviewed your filing  and have the following comment s.  In our comment s, we
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by  providing the requested
information  or by advising us when you will provide the requested response.  If you do not
believe a comment  applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
response s to our comment s.

After reviewing the information provided, we may raise additional comme nts and/or
request that you amend your filing.

Notes to Consolidated Financial Statements
Note 7 – Related Party Transactions
Research and Development Arrangements, page 92

1. Please address the following related to your amended agreement with Amgen in Ju ne
2013 in which you recognized $17.2 million in license revenue in the fourth quarter of
2013:

 Please tell us  what consideration was given to accounting for  the amendment to the
Amgen agreement as a material modification .  Refer  to ASC 605 -25-65-1.
 Please provide proposed disclosure  to be included in future periodic reports
explaining  the factors that you considered in concluding that the license had stand -
alone value.
 You state that all conditions necessary for revenue recognition under ASC  605-10
had been satisfied in the fourth quarter of 2013. If you believe the license had stand -

Sharon A. Barbari
Cytokinetics, Inc.
December 11, 2014
Page 2

 alone value, please tell us why revenue recognition did not occur until the fou rth
quarter of 2013.
 Your accounting policy on page 85 states that non -refundable license fees are
recognized as revenue as the Company performs under the applicable agreement.
Please provide proposed disclosure to clarify your accounting policy when t he
license has stand -alone value.

2. You state on pages 93 and 94 that you are eligible to receive $650 million of pre -
commercialization and commercialization milestones relating to your Amgen agreement
and $250 million of development and commercialization milestones relating to your
Astellas  agreement.  For each agreement, please provide us proposed disclosure to be
included in future periodic reports indicating the nature of each  milestone  and its amount.
Refer to ASC 605 -28-50.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filin g include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating  to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment s, please provide a written statement from the company
acknowledging that:
 the company is responsible for the a dequacy and accuracy of the disclosure in the filing;
 staff comment s or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff commen ts as a defense in any proceeding initia ted by
the Commission or any person under the federal securities laws of the United States.

You may contact  Senior Staff Accountants  Mary Mast  at (202) 551 -3613  or Frank
Wyman  at (202) 551 -3660  if you have any questions regarding the comment s. In this regard, do
not hesitate to contact me at (202) 551 -3679.

Sincerely,

  /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant