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 August 13, 2025

Sung Lee
Executive Vice President and Chief Financial Officer
Cytokinetics, Inc.
350 Oyster Point Blvd
South San Francisco, CA 94080

 Re: Cytokinetics, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 000-50633
Dear Sung Lee:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
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CORRESP
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 August 8, 2025
 Via EDGAR Division of Corporation Finance
 Office of Life Sciences U.S. Securities and Exchange Commission
 100 F Street, N.E. Washington, DC 20549-6010

 Attention:
 Vanessa Robertson

  
 Christine Torney

 Re:
 Cytokinetics, Inc.

  
 Form 10-K for the fiscal year ended December 31, 2024

  
 File No. 000-50633
 Dear Ms. Robertson and Ms. Torney: Cytokinetics,
Incorporated (“Cytokinetics,” the “Company,” “we,” “our,” or “us”) is providing this letter in response to the comment received from the staff (the “Staff”) of the Securities and
Exchange Commission by letter dated July 29, 2025 with respect to the above-referenced filing. For ease of reference, the Staff’s comment is reproduced below in bold and italicized type, followed by the Company’s response.
 Form 10-K for the fiscal year ended December 31, 2024
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
 Operations Results of Operations
 Research and Development Expenses, page 46

 1.
 Please provide revised disclosure to be included in future filings to break out research and development
expenses by clinical program or trial. For amounts that are not tracked by program, provide other quantitative or qualitative disclosure that provides more transparency as to the type of research and development expenses incurred (i.e. by nature or
type of expense) for each period presented which should reconcile to total research and development expense on the Statements of Operations.
 Response: The Company respectfully acknowledges the Staff’s comment and will revise its future filings to include the following
disclosure to explain research and development expenses, starting with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025. The following disclosure is
based on the Company’s second quarter research and development expenses and therefore addresses research and development expenses for the three and six months ended June 30, 2025 and 2024.
 Research and Development Expenses
 We incur research and development expenses associated with both partnered and our own research activities, which we finance
from our own cash-on-hand, financing arrangements with third parties, and reimbursement from our collaboration partners.

 Research and development expenses for the three and six months ended
June 30, 2025 and 2024, were as follows (in thousands):

 Three Months Ended

 Six Months Ended

 June 30, 2025

 June 30, 2024

 Increase

 June 30, 2025

 June 30, 2024

 Increase

 External Costs:

 Aficamten

 $
 29,390

 $
 20,958

 $
 8,432

 $
 58,938

 $
 44,155

 $
 14,783

 Omecamtiv Mecarbil

 3,967

 954

 3,013

 7,564

 6,680

 884

 Other programs

 3,025

 2,887

 138

 6,398

 5,889

 509

 Unallocated

 21,213

 9,314

 11,899

 29,553

 17,068

 12,485

 Total external costs

 57,595

 34,113

 23,482

 102,453

 73,792

 28,661

 Internal Costs:

 Employee related

 41,109

 32,634

 8,475

 81,136

 63,934

 17,202

 Facilities, lab supplies and other

 13,850

 12,850

 1,000

 28,806

 23,441

 5,365

 Total internal costs

 54,959

 45,484

 9,475

 109,942

 87,375

 22,567

 Total research and development expense

 $
 112,554

 $
 79,597

 $
 32,957

 $
 212,395

 $
 161,167

 $
 51,228

 Research and development expenses consist of external costs including contract research and manufacturing and
consulting expenses. Aficamten external costs increased for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024, due primarily to the advancement of the ACACIA-HCM trial. Omecamtiv Mecarbil expenses
increased in 2025 due to the COMET trial commencing in the fourth quarter of 2024. Unallocated external costs consist primarily of medical affairs, regulatory, quality and biostatistics.
 We continue to develop aficamten to treat both oHCM and nHCM in three additional clinical trials, as follows: (i) MAPLE-HCM is our Phase 3
clinical trial of aficamten as a monotherapy for patients with oHCM, (ii) ACACIA-HCM is a Phase 3 clinical trial for patients with symptomatic nHCM, and (iii) CEDAR-HCM, our placebo-controlled and open-label extension clinical trial to evaluate the
efficacy, pharmacokinetics (PK) and safety of aficamten in a pediatric population with symptomatic oHCM. Additionally, we have FOREST-HCM which is an open label extension study designed to assess the long term safety and tolerability of aficamten in
patients with HCM. We continue to develop omecamtiv mecarbil in COMET-HF, a Phase 3 clinical trial of omecamtiv mecarbil in patients with
symptomatic HFrEF with severely reduced ejection fraction. * * * * *
 Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding
this response letter to me at (949) 929-5744.

 Sincerely,

 /s/ S UNG H. L EE

 Sung H. Lee

 Executive Vice President, Chief Financial Officer

 Cytokinetics, Incorporated

 cc:
 Robert I. Blum, President and Chief Executive Officer
 John Faurescu, Vice President, Associate General Counsel and Corporate Secretary
 Holly Laughlin, Vice President, Accounting and Corporate Controller
 Daniel Coleman, Ernst & Young LLP
 Chadwick Mills, Cooley LLP

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<TEXT>
 July 29, 2025

Sung Lee
Executive Vice President and Chief Financial Officer
Cytokinetics, Inc.
350 Oyster Point Blvd
South San Francisco, CA 94080

 Re: Cytokinetics, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 000-50633
Dear Sung Lee:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations
Research and Development Expenses, page 46

1. Please provide revised disclosure to be included in future filings to
break out research
 and development expenses by clinical program or trial. For amounts that
are not
 tracked by program, provide other quantitative or qualitative disclosure
that provides
 more transparency as to the type of research and development expenses
incurred (i.e.
 by nature or type of expense) for each period presented which should
reconcile to total
 research and development expense on the Statements of Operations.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 July 29, 2025
Page 2

 Please contact Vanessa Robertson at 202-551-3649 or Christine Torney at
202-551-
3652 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
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United States securities and exchange commission logo
October 26, 2021
Ching Jaw
Senior Vice President, Chief Financial Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, CA 94080
Re:Cytokinetics, Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 26, 2021
File No. 000-50633
Dear Mr. Jaw:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE

VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN

REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION

THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS

LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

 October 13, 2021

Mr. Kevin Kuhar

 Accounting Branch Chief

Division of Corporation Finance

 Office of Life Sciences

U.S. Securities & Exchange Commission

RE:
 Cytokinetics, Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 26, 2021

File No. 000-50633

Dear Mr. Kuhar:

 Cytokinetics, Inc.
(“Cytokinetics,” the “Company” or “we”) hereby sets forth the following information in response to the comments contained in the correspondence of the staff of the Securities and Exchange Commission (the
“Staff”), dated September 22, 2021, relating to the Company’s Annual Report on Form 10-K (File No. 000-50633) for the fiscal year ended
December 31, 2020 (the “Form 10-K”). We have set forth below the comments received by the Staff. Following each Staff comment is the Company’s response thereto.

Due to the commercially sensitive nature of certain information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R.
§200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from
the version filed via EDGAR and for which the Company is requesting confidential treatment. The Company has also filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential
treatment request pursuant to 17 C.F.R. §200.83.

 Form 10-K for the Fiscal Year Ended
December 31, 2020

 Note 3. Research and Development Arrangements, page 92

1. We note that you entered into a series of transactions with RTW Royalty

280 East Grand Avenue · South San Francisco · CA ·94080

Cytokinetics.com

Holdings Designated Activity Company and Ji Xing, which include a licensing and collaboration arrangement, the sale of your common stock, and your interest in future royalties on net sales of
products containing the compound mavacamten. Please tell us and explain in more detail how you determined the total consideration to be $160 million related to these arrangements and how you allocated the consideration to each unit of
accounting for these arrangements under ASC 820 and ASC 606.

 Response: The Company acknowledges the Staff’s comment.

On July 14, 2020, the Company entered into a series of agreements (collectively, the “Agreements”) with each of RTW Royalty
Holdings Designated Activity Company (f/k/a Dolya Holdco 19 Designated Activity Company) (“RTW Royalty Holdings”), Ji Xing Pharmaceuticals Limited (“Ji Xing”), RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW
Venture Fund Limited, which included a License and Collaboration Agreement with Ji Xing (the “License and Collaboration Agreement”), a Funding Agreement with RTW Royalty Holdings (the “Funding Agreement”), a Royalty Purchase
Agreement with RTW Royalty Holdings (the “Royalty Purchase Agreement”), and a series of Common Stock Purchase Agreements (the “Common Stock Purchase Agreements”) with each of RTW Master Fund, Ltd., RTW Innovation Master Fund,
Ltd., and RTW Venture Fund Limited (the contract counterparties to the Common Stock Purchase Agreements, collectively, the “RTW Common Stock Investors”).

In assessing the accounting for the Agreements, the Company first determined that the License and Collaboration Agreement falls under the
scope of ASC 808 as a collaboration agreement. However, the Company also determined that certain provisions within the License and Collaboration Agreement, including the transfer of the license and the provision of pharmaceutical product supply
services in the future that are further discussed below, constitute transactions with a customer and therefore fall under the scope of ASC 606.

Next, the Company considered the guidance in ASC 606-10-25-9, which states the following:

 An entity shall combine two or more contracts
entered into at or near the same time with the same customer (or related parties of the customer) and account for the contracts as a single contract if one or more of the following criteria are met:

a. The contracts are negotiated as a package with a single commercial objective.

b. The amount of consideration to be paid in one contract depends on the price or performance of the other contract.

c. The goods or services promised in the contracts (or some goods or services promised in each of the contracts) are a single performance
obligation in accordance with paragraphs 606-10-25-14 through 25-22.

 280 East Grand Avenue
· South San Francisco · CA ·94080

 Cytokinetics.com

 Each of the Agreements were entered into with parties that are affiliated and in
contemplation of one another and, accordingly, based on the above guidance, we have assessed the accounting for these transactions in the aggregate.

Upon entering into the Agreements, the Company was entitled to the following payments from RTW Royalty Holdings, Ji Xing and the RTW Common
Stock Investors as outlined in the Agreements:

 License and Collaboration Agreement

$
25,000,000

 Royalty Purchase Agreement

$
85,000,000

 Common Stock Purchase Agreement

$
50,000,000

 Total Arrangement Consideration

$
160,000,000

 We also considered whether the development milestones contained in the License and Collaboration Agreement
should be included in unconstrained arrangement consideration. Due to the uncertain nature of developing pharmaceutical products, including the inherent risk of development and approval by regulatory authorities, we are unable to estimate if and
when the development milestone payments could be achieved or become due and, accordingly, we consider the milestone payments to be fully constrained and have excluded the milestone payments from the arrangement consideration to be allocated to the
transaction price at inception.

 The License and Collaboration Agreement also contains provisions for milestone payments and royalties to
be paid upon commercialization. Any consideration related to sales-based milestone payments and royalties will be recognized when the related sales occur under the sales- and usage-based royalty exception as these amounts have been determined to
relate predominantly to the license and, accordingly, have been excluded from the arrangement consideration to be allocated to the transaction price.

To determine the allocation of arrangement consideration to the various units of accounting the Company considered the guidance in ASC 606-10-15-4, which states the following:

A contract with a customer may be partially within the scope of this Topic and partially within the scope of other Topics listed in
paragraph 606-10-15-2.

 280 East Grand Avenue
· South San Francisco · CA ·94080

 Cytokinetics.com

 a. If the other Topics specify how to separate and/or initially measure one or more parts
of the contract, then an entity shall first apply the separation and/or measurement guidance in those Topics. An entity shall exclude from the transaction price the amount of the part (or parts) of the contract that are initially measured in
accordance with other Topics and shall

 b. apply paragraphs 606-10-32-28 through 32-41 to allocate the amount of the transaction price that remains (if any) to each performance obligation within the scope of this Topic
and to any other parts of the contract identified by paragraph 606-10-15-4(b).

c. If the other Topics do not specify how to separate and/or initially measure one or more parts of the contract, then the entity shall
apply the guidance in this Topic to separate and/or initially measure the part (or parts) of the contract.

 In accordance with ASC
820, Fair Value Measurement, and ASC 606, Revenue from Contracts with Customers, the Company determined that the $160 million of arrangement consideration should first be allocated to the Royalty Purchase Agreement and the Common
Stock Purchase Agreements based on their respective fair values, with the residual allocated to the License and Collaboration Agreement units of accounting as follows (in thousands):

 Sale of mavacamten royalty rights (fair value)

$
87,000

 Sale of common stock (fair value)

$
36,499

 License & collaboration agreement (residual)

$
36,501

 Total arrangement consideration

$
160,000

 The above amounts were determined as follows:

•
 The fair value of the Royalty Purchase Agreement was estimated to be $87 million and was determined using
an income approach method based on management’s estimates of the discounted cash flows to be received over the term of the related royalty agreement.

•
 The fair value of the stock sold under the Common Stock Purchase Agreements was estimated to be
$36.5 million. The Common Stock Purchase Agreements provided for the sale and issuance of an aggregate of 2.0 million shares of common stock (the “Shares”) to RTW for $50 million. Under the terms of the Common Stock Purchase
Agreement, RTW agreed to certain trading and other restrictions with respect to the Shares for a period of two years from the closing date. The restrictions resulted in a $13.5 million premium being paid by RTW that was determined by analyzing
the holding period discount applied to the 30-day average stock price as of July 14, 2020. The fair value of the common stock was estimated to equal the $50 million of cash received less the premium
paid by the RTW Common Stock Investors.

 280 East Grand Avenue
· South San Francisco · CA ·94080

 Cytokinetics.com

•
 As noted above, $36.5 million was allocated to the License and Collaboration Agreement. While this was the
residual after first allocating the arrangement consideration to the sales of the mavacamten royalty rights pursuant to the Royalty Purchase Agreement and common stock pursuant to the Common Stock Purchase Agreements, we assessed the reasonableness
of this amount by using an income approach method based on management’s estimates of the discounted cash flows to be received over the term of the license granted under the License and Collaboration Agreement and concluded the
$36.5 million was reasonable.

 We did not allocate any of the consideration to the Funding Agreement. Obtaining
funds under this agreement is at the discretion of the Company and contingent upon certain development milestones that were not probable of achievement when the Funding Agreement was entered into. The continued development of the product, which is a
condition to the disbursement of funding under the Funding Agreement, is at the discretion of the Company as is the decision of whether to borrow funds under the Funding Agreement.

2. We further note that under the license and collaboration arrangement you concluded that there was one performance obligation relating to
the license of functional intellectual property, you satisfied this obligation, and recognized $36.5 million in revenue during fiscal 2020. Please explain to us in more detail how you determined that there was one performance obligation under
this arrangement under ASC 606 and that you satisfied the obligation to recognize this revenue up front.

 Response: The Company
acknowledges the Staff’s comments.

 Under the terms of the License and Collaboration Agreement the Company granted an exclusive
license to develop and commercialize Cytokinetics’ proprietary small molecule cardiac myosin inhibitor product referred to as aficamten (a/k/a CK-274) (the “Product”) in the greater China
region, including mainland China, Hong Kong, Macau, and Taiwan (collectively, the “Territory”) to Ji Xing.

 In determining
whether the license represents a distinct performance obligation the Company considered that under the License and Collaboration Agreement Ji Xing is responsible for the development and commercialization of the Product at its own cost and
Cytokinetics is not required to provide any research or related services to further develop the licensed product in the Territory. Ji Xing can develop the Product for sale in China on its own and has the capability and resources to do so. Thus, the
Company concluded that Ji Xing can benefit from the license independent of any services or assistance from Cytokinetics and that the license is separately identifiable from other provisions in the License and Collaboration Agreement.

 280 East Grand Avenue
· South San Francisco · CA ·94080

 Cytokinetics.com

 The License and Collaboration Agreement also contains the following provisions that were
evaluated to determine whether they were performance obligations to which arrangement consideration should be allocated.

 Assistance
with transferring the license technology to Ji Xing

 Under the terms of the License and Collaboration Agreement Cytokinetics performed
an initial technology transfer, [***]. The Company also agreed to make its personnel available after the technology transfer period [***]. While Cytokinetics has agreed to provide such assistance if requested by Ji Xing, the provisioning of such
assistance is a matter of convenience and is considered distinct from the license as such assistance is not necessary for Ji Xing to benefit from the license.

Participation on Joint Steering, Development, and Commercialization Committees

Under the terms of the License and Collaboration Agreement, Cytokinetics agreed to participate on the joint steering, development and
commercialization committees that are or will be set up under the License and Collaboration Agreement to develop and commercialize the Product in the Territory. The Company expects that no more than 7 of its employees will provide services on these
committees and such services are not expected to result in a significant level of effort or costs. The Company also considered participation on the committees from a qualitative perspective. The committees will include an equal number of
representatives from Cytokinetics and Ji Xing and decisions will be made based on unanimous vote with each representative having one vote. [***]. Subject to the License and Collaboration Agreement, Ji Xing [***]. The primary functions of these
committees are to facilitate governance under the terms of the License and Collaboration Agreement and to keep Cytokinetics informed of Ji Xing’s plans for the development and commercialization of the Product in the Territory [***]. The Company
does not believe that participation on the committees is substantive to the continued development of the Product. Further, Ji Xing can develop the product for sale in China on its own, has the capability and/or resources to do so, and participation
on the committees is not substantive to the continued development of the Product. Based on these qualitative and quantitative factors, performance on the committees was concluded to be immaterial within the context of the contract. The Company also
expects that any costs or reimbursement for participating on these committees will be insignificant. Thus, the Company concluded that committee participation is immaterial in the context of the License and Collaboration Agreement and no arrangement
consideration was allocated thereto.

 Product supply

In accordance with the License and Collaboration Agreement, the parties have entered into a development supply agreement for clinical supply by
or on behalf of Cytokinetics to Ji Xing for its development in the Territory. Under the terms of the License and Collaboration Agreement the parties will [***] to manufacture the Product using active pharmaceutical ingredients (“API”)
supplied by or on behalf of Cytokinetics. Upon [***] for the manufacture and supply of the Product (using API supplied by Cytokinetics). [***]

United States securities and exchange commission logo
September 22, 2021
Ching Jaw
Senior Vice President, Chief Financial Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, CA 94080
Re:Cytokinetics, Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 26, 2021
File No. 000-50633
Dear Mr. Jaw:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Note 3. Research and Development Arrangements, page 92
1.We note that you entered into a series of transactions with RTW Royalty Holdings
Designated Activity Company and Ji Xing, which include a licensing and collaboration
arrangement, the sale of your common stock, and your interest in future royalties on net
sales of products containing the compound mavacamten.  Please tell us and explain in
more detail how you determined the total consideration to be $160 million related to these
arrangements and how you allocated the consideration to each unit of accounting for these
arrangements under ASC 820 and ASC 606.

 FirstName LastNameChing  Jaw
 Comapany NameCytokinetics, Incorporated
 September 22, 2021 Page 2
 FirstName LastName
Ching  Jaw
Cytokinetics, Incorporated
September 22, 2021
Page 2
2.We further note that under the license and collaboration arrangement you concluded that
there was one performance obligation relating to the license of functional intellectual
property, you satisfied this obligation, and recognized $36.5 million in revenue during
fiscal 2020. Please explain to us in more detail how you determined that there was one
performance obligation under this arrangement under ASC 606 and that you satisfied the
obligation to recognize this revenue up-front.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Tara Harkins at (202) 551-3639 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
August 18, 2020
Ching Jaw
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, 2019
Filed March 4, 2020
File No. 000-50633
Dear Mr. Jaw:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 280 East Grand Avenue · South San Francisco · CA · 94080

 August 4, 2020

VIA EDGAR

 Mr. Kevin Kuhar

Accounting Branch Chief

 Division of Corporation Finance

U.S. Securities & Exchange Commission

RE:
 Cytokinetics, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2019

 Filed March 4, 2020

 File No. 000-50633

Dear Mr. Kuhar:

 Cytokinetics,
Incorporated (“Cytokinetics,” the “Company” or “we”) hereby sets forth the following information in response to the comments contained in the correspondence of the staff of the Securities and Exchange Commission (the
“Staff”), dated July 20, 2020, relating to the Company’s Annual Report on Form 10-K (File No. 000-50633) for the fiscal year ended
December 31, 2019 (the “Form 10-K”). We have set forth below the comments received by the Staff. Following each Staff comment is the Company’s response thereto.

Form 10-K for the Fiscal Year Ended December 31, 2019

General

1.
 We note that on March 3, 2020 and May 6, 2020 you posted your earnings releases on your website.
Please tell us why these earnings releases were not filed in accordance with Item 2.02 of Form 8-K.

Response: The Company acknowledges the Staff’s comment, and notes that the Company inadvertently failed to furnish the
March 3, 2020 and May 6, 2020 earnings releases due to an internal miscommunication regarding the requirements of Item 2.02 of Form 8-K. The Company undertakes to furnish its future earnings releases
to the extent required by Item 2.02 of Form 8-K.

 280 East Grand Avenue · South San Francisco · CA · 94080

 Note 4 - Fair Value Measurements, page 73

2.
 We note that the fair value of the liability related to the sale of future royalties is based on your
current estimates of future royalties expected to be paid and are considered Level 3 inputs in the fair value hierarchy. Please revise future filings to disclose the following or tell us why such disclosure is not required:

•

 Quantitative information about the significant unobservable inputs used in the fair value measurement of the
liability;

•

 Reconciliation of the beginning and ending balances for recurring fair value measurements categorized within
Level 3;

•

 Narrative description of the sensitivity of the fair value measurement to changes in the unobservable inputs.

 Response: The Company acknowledges the Staff’s comments and will revise our future filings to include
the following disclosure in our June 30, 2020 Form 10-Q filing:

 In February 2017, we entered
into a royalty purchase agreement (the “RPI Agreement”) with RPI Finance Trust (“RPI”) under which we sold a portion of our right to receive royalties on potential net sales of omecamtiv mecarbil (and potentially other compounds
with the same mechanism of action) under the Amgen Agreement to RPI for a payment of $90.0 million, which is non-refundable even if omecamtiv mecarbil is never commercialized (the “RPI Royalty
Monetization”). Under the Amgen Agreement, we are entitled to tiered royalties of 16.0% - 26.0% related to worldwide sales (excluding Japan) of omecamtiv mecarbil. Under the RPI Agreement, RPI is entitled to receive a royalty on omecamtiv
mecarbil sales (and potentially other compounds with the same mechanism of action) that would have otherwise been payable to the Company from Amgen during the period from its commercialization to 2032. The royalty rate payable to RPI is dependent
upon the commercialization date of omecamtiv mecarbil with the rate starting at 4.5% if omecamtiv mecarbil is commercialized prior to July 1, 2022 and increasing thereafter up to 5.5%. Concurrently, we entered into a common stock purchase
agreement with RPI through which RPI purchased 875,656 shares of the Company’s common stock for $10.0 million. We allocated the consideration and issuance costs on a relative fair value basis to the Liability related to the sale of future
royalties (the “RPI Liability”) and the common stock, which resulted in the RPI Liability being initially recognized at $92.3 million

We account for the RPI Royalty Monetization as a liability primarily because we have significant continuing involvement in generating the
royalty stream under the Amgen Agreement. If and when omecamtiv mecarbil is commercialized and royalties become payable under the Amgen Agreement, we will recognize the portion of royalties paid to RPI from Amgen as
non-cash revenue with a corresponding decrease to the RPI Liability.

 In order to amortize the RPI
Liability, we estimate the future royalties to be paid by Amgen to RPI over the life of the arrangement. The excess of future estimated

 280 East Grand Avenue · South San Francisco · CA · 94080

 royalty payments over the
$92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method. Consequently, we estimate an imputed rate of interest on the
unamortized portion of the RPI Liability, which was approximately 17% as of June 30, 2020 and December 31, 2019.

 We periodically
assess the amount and timing of expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent such payments are greater or less than our initial estimates or the timing of such payments is
materially different than its original estimates, we will prospectively adjust the amortization of the RPI Liability and the effective interest rate.

There are a number of factors that could materially affect the amount and timing of royalty payments from Amgen, most of which are not within
our control. The RPI Liability is recognized using significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data, including data from Amgen who has primary commercialization
responsibilities, and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated
peak sales and sales ramp, the expected term of the royalty stream, timing of the expected launch and its impact on the royalty rate as well as the overall probability of a successful Phase 3 trial. A significant change in unobservable inputs could
result in a material increase or decrease to the effective interest rate of the RPI Liability. During 2019 and through the first six months of 2020, there were no material changes to the significant unobservable inputs used to recognize the RPI
Liability.

 Changes to the RPI Liability related to the sale of future royalties are as follows (in thousands):

2020

2019

 Beginning balance, January 1

$
143,276

$
122,473

 Interest accretion

5,689

4,819

 Amortization of issuance costs

18

16

 Ending balance, March 31

148,983

127,308

 Interest accretion

5,912

5,064

 Amortization of issuance costs

19

16

 Ending balance, June 30

$
154,914

$
132,388

 We recognized $5.9 million and $5.1 million in non-cash
interest expense for the three months ended June 30, 2020 and 2019, respectively, and $11.6 million and $9.9 million in non-cash interest expense for the six months ended June 30, 2020 and
2019, respectively, related to the RPI Agreement.

 The Company acknowledges that the adequacy and accuracy of the disclosures in its
filing with the Commission are the responsibility of the Company. The Company acknowledges that Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing.
We appreciate the Staff’s assistance in this process and would be pleased to discuss with you at your earliest convenience any additional comments the Staff may have.

 280 East Grand Avenue · South San Francisco · CA · 94080

 Please direct any questions or
comments regarding this filing to the undersigned at (650) 624-3206.

Yours truly,

/s/ Ching Jaw

Ching Jaw

Senior Vice President, Chief Financial Officer

United States securities and exchange commission logo
July 20, 2020
Ching Jaw
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, 2019
Filed March 4, 2020
File No. 000-50633
Dear Mr. Jaw:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
General
1.We note that on March 3, 2020 and May 6, 2020 you posted your earnings releases on
your website.  Please tell us why these earnings releases were not filed in accordance
with Item 2.02 of Form 8-K.
Note 4 - Fair Value Measurements, page 73
2.We note that the fair value of the liability related to the sale of future royalties is based on
your current estimates of future royalties expected to be paid and are considered Level 3
inputs in the fair value hierarchy.  Please revise future filings to disclose the following or
tell us why such disclosure is not required:

•Quantitative information about the significant unobservable inputs used in the fair
value measurement of the liability;

 FirstName LastNameChing Jaw
 Comapany NameCytokinetics, Inc.
 July 20, 2020 Page 2
 FirstName LastName
Ching Jaw
Cytokinetics, Inc.
July 20, 2020
Page 2
•Reconciliation of the beginning and ending balances for recurring fair value
measurements categorized within Level 3;
•Narrative description of the sensitivity of the fair value measurement to changes in
the unobservable inputs.

Refer to ASC 820-10-50-2(bbb)(2), 50-2(c), and 50-2(g) respectively.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Lynn Dicker at (202) 551-3616 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

May 15, 2019
Robert Blum
President and Chief Executive Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, CA 94080
Re:Cytokinetics, Incorporated
Registration Statement on Form S-3
Filed May 9, 2019
File No. 333-231348
Dear Mr. Blum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joseph McCann at (202) 551-6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

CORRESP

 Cytokinetics, Incorporated

280 East Grand Avenue

South San Francisco, CA 94080

May 15, 2019

VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Joseph McCann

RE:
 Cytokinetics, Incorporated

 Registration Statement on Form S-3

 File No. 333-231348

 Acceleration Request

Requested Date:
 May 17, 2019

Requested Time:
 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on
Form S-3 (the “Registration Statement”) to become effective on May 17, 2019, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Carlton Fleming of Cooley LLP, counsel to the Registrant,
at (650) 843-5865, or in his absence, Michael E. Tenta at (650) 843-5636.

Very truly yours,

Cytokinetics, Incorporated

 /s/ Ching Jaw

Ching Jaw

Senior Vice President, Chief Financial Officer

cc:
 Mark A. Schlossberg, Senior Vice President, Legal and General Counsel

 Michael E. Tenta, Cooley LLP

 J. Carlton Fleming, Cooley LLP

CORRESP
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Acceleration Letter

 Cytokinetics, Incorporated

280 East Grand Avenue

South San Francisco, CA 94080

January 24, 2017

VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Dorrie Yale

RE:
Cytokinetics, Incorporated

Registration Statement on Form S-3

File No. 333-215147

Acceleration
Request

    Requested Date:            January 25, 2017

    Requested Time:           4:00 P.M. Eastern Time

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on
January 25, 2017, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 Very truly yours,

Cytokinetics, Incorporated

/s/ Sharon A. Barbari

 Sharon A. Barbari

 Executive Vice
President, Finance, Chief Financial Officer and Secretary

cc:
Michael E. Tenta, Cooley LLP

J. Carlton Fleming, Cooley LLP

Mail Stop 4546
December 22, 2016

Robert I. Blum
President & Chief Executive Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, C A 94080

Re: Cytokinetics, Incorporated
 Registration Statement on Form S -3
Filed December 16, 2016
 File No. 333 -215147

Dear Mr. Blum :

We have limited our review of your registration statement to the resolution of your
pending request for confidential treatment.  Please be advised that we will not be in a position to
declare your registration statement effective until we resolve all issues concerning the
confidential treatment request .

We remind you that the company and its management are responsible for the accur acy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please r efer to Rules 460 and 461 regarding requests for  acceleration .

Please contact Dorrie Yale at 202 -551-8776  or Erin Jaskot, Spe cial Counsel, at 202 -551-
3442  with any other questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc:  Michael E. Tenta
Cooley LLP

CORRESP
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Acceleration Request

 Cytokinetics, Incorporated

280 East Grand Avenue

South San Francisco, CA 94080

September 15, 2015

VIA EDGAR

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Suzanne Hayes

Scot Foley

Bryan Pitko

RE:

Cytokinetics, Incorporated

Registration Statement on Form S-3

File No. 333-206795

Acceleration Request

Requested Date:

September 17, 2015

Requested Time:

4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on September 17, 2015, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Cytokinetics, Incorporated

 /s/ Sharon A. Barbari

Sharon A. Barbari

Executive Vice President, Finance, Chief Financial Officer and Secretary

cc:
Michael E. Tenta, Cooley LLP

Carlton Fleming, Cooley LLP

September 15, 2015

Via E -mail
Robert I. Blum
President and Chief Executive Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, California 94080

Re: Cytokinetics, Incorporated
  Registration Statement on Form S-3
Filed  September 4, 2015
  File No.  333-206795

Dear Mr. Blum :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  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 the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with  respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the  filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Robert I. Blum
Cytokinetics, Incorporated
September 15, 2015
Page 2

 Please refer to Rules 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities  under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Scot Foley  at (202) 551 -3383  or Bryan Pitko at (202) 551 -3203 with
any questions.

Sincerely,

 /s/ Bryan J. Pitko for

Suzanne Hayes
Assistant Director

cc: Robert L. Jones
Michael E. Tenta
Cooley LLP
3175 Hanover Street
Palo Alto, CA  94304

CORRESP
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Underwriter Acceleration

 September 15, 2015

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Mail Stop 6010

 Washington, D.C. 20549-3628

Attn:
Suzanne Hayes

Scot Foley

Brian Pitko

Re:
Cytokinetics, Incorporated (the “Company”) – Request for Acceleration

Registration Statement on Form S-3 (File No. 333-206795)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join the Company’s request for acceleration of
the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. Eastern Daylight Time on September 17, 2015, or as soon thereafter as is practicable.

Very truly yours,

CANTOR FITZGERALD & CO.

By:

 /s/ Jeffrey Lumby

Name:

Jeffrey Lumby

Title:

Senior Managing Director

February 4, 2015

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. 000-50633

Dear Ms. Barbari :

We have completed our review of your filing.   We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.   We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information in the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

       /s/ Joel Parker

Joel Parker
Accounting Branch Chief

CORRESP
1
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CORRESP

 [Cytokinetics Letterhead]

January 9, 2015

 VIA EDGAR

Securities and Exchange Commission

 Attention: Jim B. Rosenberg

         Mary Mast

        Frank Wyman

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
Cytokinetics, Inc. (“Cytokinetics” or the “Company”)

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed March 7, 2014

File No. 0-50633

 Ladies and Gentlemen:

We are responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated December 11, 2014 with respect to Cytokinetics’ Form 10-K for fiscal year ended December 31, 2013 (the “2013
Form 10-K”). The numbering of the paragraphs below corresponds to the numbering of your comment letter, the text of which we have incorporated into this response letter for convenience.

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 June 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.

Cytokinetics acknowledges the Staff’s comment.

The amendment executed in June 2013 extended Amgen’s exclusive license rights for omecamtiv mecarbil to include the territory of Japan. Amgen agreed to
pay an additional $15 million in consideration for the additional license rights. The Company was contractually able to sell this license to any third party and believes that it could have done so for the same value. The amendment

 U.S. Securities and Exchange Commission

January 9, 2015

  Page
 2

also required the Company to perform services related to the conduct of a Phase I pharmacokinetic study intended to support inclusion of Japan in a potential Phase III clinical
development program and potential global registration dossier for omecamtiv mecarbil (the “Bridging Study”) for Amgen. These services could have been performed by Amgen or by a contract research organization. The amount of the additional
consideration to be paid by Amgen for the services to be performed related to the Bridging Study was finalized in the fourth quarter of 2013. All other terms of the original agreement, with amendments entered into prior to June 2013, remained the
same. The Company concluded the June 2013 amendment constituted a new arrangement as it resulted in the Company providing additional separate and distinct rights and services to Amgen in exchange for incremental consideration that constituted the
fair value for those additional deliverables. Accordingly, the Company accounted for the amendment as a new arrangement rather than a material modification of the Amgen agreement. Furthermore, there was no deferred revenue related to the original
agreement at the execution date of the amendment.

•

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.

Cytokinetics acknowledges the Staff’s comment, and will undertake to include in its Form 10-K for year
ending December 31, 2014 (the “2014 Form 10-K”) substantially the following disclosure in the section entitled “Note 7 – Related Party Transactions” (or the successor to
this section):

 “The Company determined that the license to the Japan territory granted under the Amgen Agreement Amendment was a
separate, non-contingent deliverable under the amendment. The Company determined that the license has stand-alone value based on Amgen’s internal product development capabilities since all relevant manufacturing know-how related to omecamtiv
mecarbil was previously delivered to Amgen.”

•

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-alone value, please tell us why revenue recognition did not occur until the fourth quarter of 2013.

 Cytokinetics acknowledges the
Staff’s comment. The Company evaluated the revenue recognition criteria and determined that not all the criteria were met at the execution date of the amended Agreement. Specifically, the scope and price to the buyer as it related to the
Bridging Study services was not fixed or determinable at the date of execution, as the protocol for the Bridging Study and related budget had not yet been finalized. Therefore, the revenue associated with the upfront license fee was deferred until
the fixed or determinable criterion was satisfied, which occurred upon approval of the protocol and budget for the Bridging Study by the Joint Development Committee of Amgen and Cytokinetics in the fourth 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 the license has stand-alone value.

 U.S. Securities and Exchange Commission

January 9, 2015

  Page
 3

 Cytokinetics acknowledges the
Staff’s comment, and will undertake in the 2014 Form 10-K and in its future periodic reports to include substantially the following disclosure in the section entitled “Revenue Recognition”
under “Note 1 – Organization and Significant Account Policies” (or the successor to this section):

 “Where the
license does not have stand-alone value, non-refundable license fees are recognized as revenue as the Company performs under the applicable agreement. Where the level of effort is relatively consistent over the performance period, the Company
recognizes total fixed or determined revenue on a straight-line basis over the estimated period of expected performance. Where the license has stand-alone value, the Company recognizes total license revenue at the time all revenue recognition
criteria have been met.”

 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.

Cytokinetics acknowledges the Staff’s comment, and will undertake in the 2014 Form 10-K and in its future
periodic reports to include substantially the following disclosure in the section entitled “Note 7. Research and Development Arrangements – Amgen” (or the successor to this section):

“Under the Amgen Agreement, as amended, the Company is eligible for additional development milestone payments which are based on various
clinical milestones, including the initiation of certain clinical studies, the submission of a drug candidate to certain regulatory authorities for marketing approval and the receipt of such approvals, and which could total over $350 million.
Additionally, up to $300 million in commercial milestones could be received provided certain sales targets are met. Due to the nature of drug development, including the inherent risk of development and approval of drug candidates by regulatory
authorities, it is not possible to estimate if and when these milestone payments could become due. The achievement of each of these milestones is dependent solely upon the results of Amgen’s development and commercialization activities and
therefore none of these milestones was deemed to be substantive. During the period ended December 31, 2014, zero dollars were recognized for milestones achieved under the Amgen Agreement.”

Cytokinetics will also undertake in the 2014 Form 10-K and in its future periodic reports to include substantially
the following disclosure in the section entitled “Note 8. Other Research and Development Revenue Arrangements – Astellas Pharma Inc.” (or the successor to this section):

“Additional research and early and late stage development milestone payments which are based on various research and clinical milestones,
including the initiation of certain clinical studies, the submission for approval of a drug candidate to certain regulatory authorities for marketing approval and the commercial launch of collaboration products could total over $250 million.
Additionally, $200 million in commercial milestones could be received provided certain sales targets are met. Due to the nature of drug development, including the inherent risk of development and approval of drug candidates by regulatory
authorities, it is not possible to estimate if and when these milestone payments could become due.

 U.S. Securities and Exchange Commission

January 9, 2015

  Page
 4

 “The Company
believes that each of the milestones related to research and early development under the Astellas Agreement is substantive and can only be achieved with the Company’s past and current performance and each milestone will result in additional
payments to the Company. During the period ended December 31, 2014, $17 million was recognized as milestone revenue for early development under this agreement. The Company is eligible to receive up to $2 million in research milestone
payments for each future collaboration product candidate.

 “The achievement of each of the late stage development milestones and the
commercialization milestones are dependent solely upon the results of Astellas’ development activities and therefore these milestones were not deemed to be substantive.”

Cytokinetics further acknowledges that:

•

Cytokinetics is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

Cytokinetics may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (650) 624-3009, or Michael Tenta of Cooley LLP at (650) 843-5636, with any questions or further comments regarding our
responses to the Staff’s comments.

 Sincerely yours,

/s/ Sharon Barbari

Sharon Barbari

Cytokinetics, Inc.

Executive Vice President and Chief Financial Officer

cc. Marjorie Wagman, General Counsel

CORRESP
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CORRESP

 [Cytokinetics letterhead]

Via EDGAR

 December 17, 2014

Securities and Exchange Commission

Attention:

Jim B. Rosenberg

Mary Mast

Frank Wyman

 100 F Street, N.E.

 Washington,
D.C. 20549

Re:

Cytokinetics, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013

Filed March 7, 2014

File No. 0-50633

 Ladies and Gentlemen:

On behalf of Cytokinetics, Inc. (the “Company”), this letter is being submitted in response to comments received from
the staff (the “Staff”) of the Securities and Exchange Commission by letter dated December 11, 2014, with respect to the Company’s Form 10-K for Fiscal Year Ended December 31, 2013.

Please be advised that the Company currently expects that it will provide its response to the Staff’s comment letter on or before
January 9, 2015 and will further advise the Staff if it becomes unable to do so.

 Please do not hesitate to contact me at
(650) 624-3009 if you have any questions or would like any additional information regarding this matter.

Sincerely,

/s/ Sharon A. Barbari

Sharon A. Barbari

Exec. Vice President, Finance & CFO

cc:

 Marjorie Wagman, General Counsel

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

CORRESP
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corresp

    Michael E. Tenta

    VIA EDGAR

    (650) 843-5636

    mtenta@cooley.com

April 4, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attn:

    Jeffrey Riedler

    Scot Foley

    RE:

    Cytokinetics, Incorporated

    Preliminary Proxy Statement on Schedule 14A

    Filed March 17, 2011

    File No. 000-50633

Ladies and Gentlemen:

On behalf of Cytokinetics, Incorporated (the “Company”), we are submitting this letter in response
to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated March 25, 2011 (the “Comment Letter”). Set forth below is the comment
in your Comment Letter followed by our response.

Proposal Three, page 5

    1.

    Your proposal to amend your Certificate of Incorporation to increase the number
of authorized shares of common stock does not state whether you have any current plans,
agreements, understandings, etc. with respect to the additional shares you propose to
have authorized. If you have any such plans, agreements, understandings, etc., please
note this in your disclosure and describe them. If you have none, please include a
statement to that effect.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company
did not receive the Comment Letter until March 31, 2011, when it was delivered by the U.S. Postal
Service. In reliance on Rule 14a-6, the Company filed with the Commission and began printing in
hardcopy its Definitive Proxy Statement on Schedule 14A on March 28, 2011, having not received
comment from the Commission within ten days of filing its Preliminary Proxy Statement on Schedule
14A on March 17, 2011. The Company respectfully advises the Staff that it is therefore no longer
practicable to amend the disclosure in its Definitive Proxy Statement on Schedule 14A.

Further to discussions between the undersigned and Mr. Foley, we understand that the Commission
also transmitted the Comment Letter by facsimile. Regrettably, the Company did not receive the
facsimile. As discussed with Mr. Foley, we understand that in light of the

FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

Securities and Exchange Commission

April 4, 2011

Page Two

circumstances, the Staff
will not require an amendment or supplement to the Company’s Definitive Proxy Statement. The
Company supplementally advises the Staff that the Company does not have any current plans,
agreements, understandings, etc. with respect to the additional shares of common stock that the
Company proposes to have authorized.

*****

Please do not hesitate to contact me at (650) 843-5636 if you have any questions or would like any
additional information regarding this response.

Sincerely,

/s/ Michael E. Tenta

Michael E. Tenta

    cc:

    Sharon A. Barbari, Cytokinetics, Incorporated

    Robert L. Jones, Cooley LLP

930184 v2/HN

FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

Via Facsimile and U.S. Mail

March 25, 2011

Sharon A. Barbari
Corporate Secretary
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, California 94080

Re: Cytokinetics, Incorporated
  Preliminary Proxy Statement on Schedule 14A
Filed  March 17, 2011
  File No.  000-50633

Dear Ms. Barbari :

We have limited our review of your preliminary proxy  statement to the issue we have
addressed in our comment.  Please respond to this letter by amending your proxy  statement
accordingly .  If you do no t believe our comment is applicable  to your facts and circumstances or
do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your proxy  statement or any  information you provide
in response to this comment, as applicable, we may have  additional comments.

Proposal Three, page 5

1. Your proposal to amend your Certificate of Incorporation to increase the number of
authorized shares of common stock does not state whether you have any current plans,
agreements, understandings, etc. with respect to the additional shares you propose to have
authorized.  If you have any such plans, agreements, understandings, etc., please note this
in your disclosure and describe them.  If you have none, please include a  statement to that
effect.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules req uire.  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.

Sharon A. Barbari
Cytokinetics, Incorporated
March 25, 2011
Page 2

Please contact Scot Foley  at (202) 551 -3383  or me at  (202) 551 -3715  with any questions.

Sincerely,

Jeffrey Riedler
Assistant Director

Mail Stop 6010
March 13, 2009
 Robert I. Blum President and Chief Executive Officer Cytokinetics, Incorporated 280 East Grand Avenue South San Francisco, California 94080

Re: Cytokinetics, Incorporated
 Form 10-K
Filed March 12, 2008
 File No. 000-50633

Dear Mr. Blum:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           S i n c e r e l y ,

          J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
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corresp

March 5, 2009

By EDGAR and Federal Express

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 6010

Washington, D.C. 20549

Attention:            Jeffrey P. Riedler

                            Mike Rosenthall

          Re:

    Cytokinetics, Incorporated

Form 10-K filed March 12, 2008 and

Definitive Proxy Statement filed April 2, 2008

Response to SEC Comment Letter dated January 26, 2009

File No. 000-50633

Ladies and Gentlemen:

     Cytokinetics, Incorporated (the “Company”) provides this response to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s
letter dated January 26, 2009 (the “Staff Letter”), relating to the above-referenced Form 10-K and
Definitive Proxy Statement filed by the Company. In response to the Staff’s comments, we have
reproduced below the comments set forth in the Staff Letter and followed each comment with our
response. The numbered paragraphs of this letter set forth below correspond to the numbered
paragraphs of the Staff Letter. References to “we,” “our” or “us” mean the Company or its
advisors, as the context may require.

     Consistent with the preliminary telephonic discussion between the Staff and our counsel at
Wilson Sonsini Goodrich & Rosati, P.C., on December 10, 2008, we propose to include applicable
additional or modified disclosure resulting from the Staff’s comments in the Company’s future
filings with the Commission, rather than through an amendment to prior filings. As presented in
more detail below, we expect the first of such future filings to be the proxy statement prepared in
connection with the Company’s 2009 annual meeting of stockholders.

U.S. Securities and Exchange Commission

March 5, 2009

Page 2

Schedule 14A

Executive Compensation, page 23

COMMENT 1:

    1.

    We note your response to our original comment contains some individual and corporate
goals and their relation to elements of compensation. However, certain phrases like, “such
as” and “for example” indicate that the goals listed here are not a comprehensive list of
those used in determining executive compensation. Please revise your disclosure in this
section further to include all the individual and corporate goals for the named executive
officers that contributed to their compensation, and clarify how the level of achievement
of those goals related to the level of compensation awarded to each named executive
officer. Also, please disclose the individual achievement level attained by Dr. Wolff as
you have for the other two named executive officers whose compensation was based on
individual goals.

RESPONSE:

With respect to the Staff’s initial comment, the use of exemplary language in our January 16,
2008 letter was not intended to indicate that we would only list some of the goals of our named
executive officers. The use of such language only reflected that the actual disclosures for the
Company’s next proxy have not yet been finalized.

As requested by the Staff, we intend to include in our disclosure for this section the
predetermined individual and corporate goals for the named executive officers, as well as other
circumstances and developments, that materially contributed to their compensation. As noted in
our January 16, 2009 letter, in setting compensation for the named executive officers, the
Compensation Committee takes into account achievement levels with respect to specific
predetermined corporate and individual goals and other relevant circumstances and developments,
e.g., the implementation in 2008 of a strategic reduction in force that was unplanned at the
start of the year when 2008 individual and corporate goals were established.

With respect to Dr. Wolff and the other named executive officers, we will disclose the
respective individual achievement levels attained.

     Should you have any further questions or comments, please do not hesitate to contact me at
(650) 624.3015.

Sincerely,

Cytokinetics,
Incorporated

/s/ Michael Rabson Ph.D.

Michael Rabson, Ph.D.

Senior Vice President, Business Development

and Legal Affairs, and General Counsel

    cc:

    Michael O’Donnell, Esq.

Alexander Phillips, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

* * * *

Mail Stop 6010
January 26, 2009
 Robert I. Blum President and Chief Executive Officer Cytokinetics, Incorporated 280 East Grand Avenue South San Francisco, California 94080

Re: Cytokinetics, Incorporated
 Form 10-K
Filed March 12, 2008 Response to Comment Letter filed January 16, 2009
 File No. 000-50633

Dear Mr. Blum:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Schedule 14A

 Executive Compensation, page 23

1. We note your response to our original comment contains some individual and
corporate goals and their relation to elemen ts of compensation.  However, certain
phrases like, “such as” and “for example” i ndicate that the goals  listed here are
not a comprehensive list of those used in determining executive compensation.
Please revise your disclosure in this sect ion further to includ e all the individual
and corporate goals for the named executive officers that contributed to their

compensation, and clarify how the level of achievement of those goals related to
the level of compensation awarded to each named executive officer.  Also, please
disclose the individual achievement leve l attained by Dr. Wolff as you have for
the other two named executive office rs whose compensation was based on
individual goals.

* * *
 Please respond to these comments within 10 business days or tell us when you will provide us with a response.     Please contact Mike Rosenthall at 202-551-3674 or me at 202-551-3715 with any
other questions.
Sincerely,

         J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
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corresp

January 16, 2009

By EDGAR and Federal Express

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 6010

Washington, D.C. 20549

Attention:         Jeffrey P. Riedler

                         Mike Rosenthall

    Re:

    Cytokinetics, Incorporated

    Form 10-K filed March 12, 2008 and

    Definitive Proxy Statement filed April 2, 2008

    File No. 000-50633

Ladies and Gentlemen:

     Cytokinetics, Incorporated (the “Company”) provides this response to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s
letter dated December 9, 2008 (the “Staff Letter”), relating to the above-referenced Form 10-K and
Definitive Proxy Statement filed by the Company. In response to the Staff’s comments, we have
reproduced below the comments set forth in the Staff Letter and followed each comment with our
response. The numbered paragraphs of this letter set forth below correspond to the numbered
paragraphs of the Staff Letter. References to “we,” “our” or “us” mean the Company or its
advisors, as the context may require.

     Consistent with the preliminary telephonic discussion between the Staff and our counsel at
Wilson Sonsini Goodrich & Rosati, P.C., on December 10, 2008, we propose to include applicable
additional or modified disclosure resulting from the Staff’s comments in the Company’s future
filings with the Commission, rather than through an amendment to prior filings. As presented in
more detail below, we expect the first of such future filings to be the Company’s Annual Report on
Form 10-K for the year ending December 31, 2008 and the proxy statement prepared in connection with
the Company’s 2009 annual meeting of stockholders.

     In addition, as requested by the Staff Letter, please note that the Company hereby
acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

U.S. Securities and Exchange Commission

January 16, 2009

Page 2

Patents and Other Intellectual Property, page 21

COMMENT 1: Please disclose expiration dates of your material patents. Alternatively, you
may disclose a range of expiration dates for groups of patents related by technology or product.

RESPONSE: In its Annual Report on Form 10-K for 2008, for each of its drug candidates in
clinical development, the Company will identify the U.S. patent(s) covering the applicable drug
candidate, and indicate whether it has additional patents or patent applications relating to the
methods of making or using such drug candidate. In addition, with respect to U.S. patent
expiration dates, the Company will provide disclosure comparable to the following:

With regard to Cytokinetics’ oncology drug candidates currently in clinical trials, the U.S. patent
covering ispinesib will expire in 2020, unless extended, and U.S. patent covering SB-743921 will
expire in 2023, unless extended. However, both ispinesib and SB-743921 are still in clinical
development and have not yet been approved by the FDA. If either of these drug candidates is
approved, then pursuant to 35 USC 156, Cytokinetics may apply for an extension of the U.S. patent
term for a patent covering the approved drug, which extension could extend the term of the
applicable patent by up to a maximum of 5 additional years.

With regard to Cytokinetics’ drug candidates directed to muscle biology targets, U.S. patent
applications are pending but have not yet issued. At present, it is not known or determinable
whether patents will issue from any of these applications or what the expiration dates would be for
any patents that do issue.

Option Exercises in 2007, proxy page 31

COMMENT 2: Item 402(g) of Regulation S-K requires disclosure of both option exercises and
stock vested. We note that the disclosure you provide only includes option exercises from 2007.
However, it appears there are a number of stock option grants outstanding and vesting monthly.
Please revise your disclosure in this table to include vested stock.

RESPONSE: We agree with the Staff’s statement that Item 402(g) of Regulation S-K requires
disclosure of both option exercises and stock vested in the Option Exercises and Stock Vested
Table. Items 402(g)(2)(iv) and (v) state that, “The Table shall include: The number of shares of
stock that have vested (column (d)); and the aggregate dollar value realized upon vesting of stock,
or upon the transfer of an award for value (column (e)).” We respectfully note that Item
402(a)(6)(i) defines “stock” as follows: “instruments such as common stock, restricted stock,
restricted stock units, phantom stock, phantom stock units, common stock equivalent units or any
similar instruments that do not have option-like features, and the term option means instruments
such as stock options, stock appreciation rights and similar instruments with option-like
features.” (emphasis added)

No named executive officers of the Company held shares of vested or unvested Company stock, as
defined in Item 402(a)(6)(i), during 2007; hence there were no instances of stock vesting in 2007
to disclose pursuant to the requirements of Item 402. Consequently, the Company omitted columns
(d) and (e) from the Option Exercises and Stock Vested Table.

U.S. Securities and Exchange Commission

January 16, 2009

Page 3

Schedule 14A

Executive Compensation, page 23

COMMENT 3: Please revise your discussion to more specifically describe your corporate and
each named executive officers’ individual goals. The description should be quantified to the
extent that the goals were quantified.

Please disclose the extent to which named executive officers accomplished both corporate and
individual goals and explain how you considered these accomplishments when awarding salary
increases, bonuses and stock options. For example:

    •

    You state that, “Salary increases effective March 1, 2008, as determined at the
Committee’s February 29, 2008 meeting, were based on the 2007 performance of each named
executive officer, and were based on a review of each officer’s respective performance
against both the Company’s goals and the individual’s goals”; and

    •

    You state that, “On February 29, 2008, the Committee awarded our executive officers
options to purchase shares of our Common Stock in recognition of their contributions
during 2007”.

RESPONSE: With respect to the first portion of the Staff’s comment regarding corporate and
individual goals, in future filings we will provide the following level of detail:

Corporate Goals. Our corporate goals are established at the beginning of each calendar
year and are intended to correspond with deliverables expected to return both near and long term
shareholder value, such as commencement and completion of clinical trials for our drug candidates
CK-1827452, ispinesib and SB-743921; completion of corporate partnering arrangements; receipt of
funds from partnered programs or equity capital markets; advancement of research programs to
defined stages; clinical candidate selection; pre-regulatory filing deliverables; and financial
achievements such as closing the fiscal year with sufficient going forward cash to cover the next
year’s budgeted expenditures.

The Compensation Committee does not use a rigid formula in determining the Company’s performance
relative to its goals but assesses the degree of success achieved with respect to each of these
goals. The Committee considers the extent of actual results against the specific deliverables
associated with each objective, the extent to which the objective was a significant stretch goal
for the organization, and whether significant unforeseen obstacles or favorable circumstances
altered the expected difficulty of achieving the desired results. In addition, the Compensation
Committee takes into consideration other factors which may have made certain stated goals more or
less important to the Company’s success and other accomplishments by the Company during the year
which, although not included as part of the formal goals, are nonetheless deemed important to the
Company’s short and long term success. From this process, the Committee ultimately determines a
percentage that it believes fairly represents the Company’s achievement level for the prior year.

Individual Goals. Individual goals for each named executive officer (NEO) are derived from
the corporate goals that relate to his or her functional area (except for the CEO, who has no
individual goals apart from the corporate goals). For example, Dr. Wolff’s goals relate to
specific accomplishments with respect to planned and on-going clinical trials; Dr. Morgans’ goals
relate to manufacturing of sufficient material to support planned and on-going clinical and
preclinical studies, the conduct of certain

U.S. Securities and Exchange Commission

January 16, 2009

Page 4

preclinical studies to support potential regulatory filings for our compounds and the advancement
of certain research programs; and Ms. Barbari’s goals relate to specific activities in maintaining
appropriate cash reserves, gaining access to additional equity capital and ensuring compliance with
internal controls as required by Sarbanes-Oxley.

As with the corporate goals, no rigid formula is used in assessing each NEO’s success relative to
goals. The CEO and Committee consider the extent of results achieved against the specific
deliverables associated with each objective, the extent to which the objective was a significant
stretch goal for the individual, and whether significant unforeseen obstacles or favorable
circumstances altered the expected difficulty of achieving the desired results. In addition, other
factors are considered which may have made some stated goals more or less important to the
Company’s success and other accomplishments by the individual during the year which, although not
included as part of the formal goals, are nonetheless deemed important to the Company’s short and
long term success. From this process, the Committee ultimately determines, based on
recommendations by the CEO, a percentage that it believes fairly represents the NEO’s personal
achievement level for the year.

With respect to the second portion of the Staff’s comment regarding the level of achievement of
corporate and individual goals and the resulting impact on various elements of compensation, in
future filings we will include the following level of disclosure:

Salary Increases. Salary increases are based in part on goal achievement. However, the
Committee also considers each NEO’s broader contributions to the organization, such as the manner
in which he or she achieves objectives, collaborative contributions outside of his or her area of
responsibility, management performance, financial/budget management and other criteria, and market
salary data for comparable executive positions from our defined peer group of companies. There is
no predetermined weighting of goal achievement versus these other factors; rather, the Committee
uses its discretion in considering each of these elements in the context of the Company’s and the
individual’s overall performance and the importance of retaining such individual to the Company’s
long-term success.

Bonuses. Bonuses are the compensation element most closely tied to performance. Each
NEO’s performance-based target bonus is expressed as a percentage of his or her salary and is set
at a level that, upon achievement of 100% of established goals for the Company and the individual,
represents a competitive bonus that is consistent with the benchmarked data at the median level for
a similar executive position. For 2007, the President and Chief Executive Officer’s target bonus
was set at 50% of base salary, and the Executive Chairman’s target bonus was set at 40%. For the
Senior Vice President and Vice President levels, the target bonus was 30% and 25% of base salary,
respectively.

The more senior a NEO’s position and operational responsibilities within the Company, the greater
percentage of his or her bonus is weighted to the achievement of corporate goals. At the President
and Chief Executive Officer level, 100% of the bonus was based on the achievement of the corporate
goals. In 2007; for the Executive Chairman, 50% of the bonus was based on the achievement of
corporate goals and 50% on the achievement of individual goals; and for all other NEO positions,
75% of the bonus was based on the achievement of corporate goals and 25% on the achievement of
individual goals.

The level of achievement of the corporate goals is determined by the Compensation Committee, taking
into account actual achievement against the stated goals, but also using discretion in considering
other factors as described above. For 2007, the Committee determined that the Company met
approximately 45% of its corporate goals based on successes in the advancement of certain clinical
development and research programs and in establishing sufficient cash reserves, both of which
represented potential long-term value to the Company and its shareholders, balanced by delays in
the conduct of other clinical

U.S. Securities and Exchange Commission

January 16, 2009

Page 5

development programs, which represented erosion in potential near-term value to the Company and
shareholders.

The level of achievement of individual goals is assessed by the CEO taking into account actual
achievement against the stated goals, but also using discretion in considering other factors as
described above. The CEO then makes a recommendation regarding achievement level to the
Compensation Committee. For example, in 2007, the individual achievement level determined for Ms.
Surrey-Barbari was 90%, influenced heavily by the achievement of the principal goal of finishing
2007 with cash reserves sufficient in excess of that required to cover the upcoming 18 months of
forecast expenditures. The individual achievement level determined for Dr. Morgans was 110%, based
largely on the advancement of research programs, including the selection of a potential development
candidate and 2 proto-development compounds, exceeding expectations.

Equity. Equity is the compensation element least strongly tied to prior performance.
Equity awards are intended to incentivize long-term retention, and so reward prior performance to
the extent it reflects the anticipated value of the NEO’s contributions going forward. The
Committee develops its equity award determinations based on information provided by the third-party
executive consultants and other relevant factors to ensure that the complete compensation packages
provided to the NEOs, including prior equity awards, are sufficient to retain and motivate them and
adequately reward them for their contributions.

* * * *

     Should you have any further questions or comments, please do not hesitate to contact me at
(650) 624-3015.

    Sincerely,

Cytokinetics, Incorporated

    /s/ Michael Rabson

    Michael Rabson, Ph.D.

Senior Vice President, Business Development

and
Legal Affairs, and General Counsel

    cc:

    Michael O’Donnell, Esq.

    Alexander Phillips, Esq.

    Wilson Sonsini Goodrich & Rosati, P.C.

Mail Stop 6010
December 9, 2008
 Robert I. Blum President and Chief Executive Officer Cytokinetics, Incorporated 280 East Grand Avenue South San Francisco, California 94080

Re: Cytokinetics, Incorporated
 Form 10-K
Filed March 12, 2008
 File No. 000-50633

Dear Mr. Blum:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Patents and Other Intell ectual Property, page 21

1. Please disclose expiration dates of your ma terial patents.  Alternatively, you may
disclose a range of expiration dates for groups of patents related by technology or
product.
 Option Exercises in 2007, proxy page 31

2. Item 402(g) of Regulation S-K requires di sclosure of both option exercises and
stock vested.  We note that the disc losure you provide only includes option

exercises from 2007.  However, it appear s there are a number of stock option
grants outstanding and vesting monthly.  Please revise your di sclosure in this
table to include the vested stock.
 Schedule 14A

 Executive Compensation, page 23

3. Please revise your discussion to more sp ecifically describe your corporate and
each named executive officers’ individua l goals.  The description should be
quantified to the extent that  the goals were quantified.
 Please disclose the extent to which named executive officers accomplished both corporate and individual goals and explain how you considered these
accomplishments when awarding salary in creases, bonuses and stock options.  For
example:

• You state that, “Salary increases eff ective March 1, 2008, as determined at
the Committee’s February 29, 2008 meeting, were based on the 2007
performance of each named executive officer, and were based on a review of each officer’s respective performa nce against both the Company’s goals
and the individual’s goals”; and
• You state that, “On February 29, 2008, the Committee awarded our
executive officers options to purchas e shares of our Common Stock in
recognition of their co ntributions during 2007”.

* * *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Mike Rosenthall at 202-551-3674 or me at 202-551-3715 with any
other questions.
Sincerely,

         J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

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Cytokinetics, Incorporated

280 East Grand Avenue

South San Francisco, CA 94080

(650) 624-3000

November 30, 2005

VIA FACSIMILE AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street

Washington, D.C. 20549

    Facsimile:

Attention:

    (202) 772-9217

Jeffrey Riedler

Sonia Barros

    Re:

    Cytokinetics, Incorporated–Request for Acceleration of Effectiveness of the

    Registration Statement on Form S-3 (Commission File No. 333-129786)

Dear Mr. Riedler and Ms. Barros:

     Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, Cytokinetics, Incorporated (the “Company”) hereby requests that the effective date of the
above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be accelerated
so that the Registration Statement may become effective at 11:00 AM, Eastern Time, on December 2,
2005, or at such later time as the Company may request by telephone to the Securities and Exchange
Commission (the “Commission”). The Company hereby authorizes each of Michael O’Donnell, Martin
Waters and Gavin McCraley of Wilson Sonsini Goodrich & Rosati, P.C., counsel for the Company, to
make such request on our behalf.

     In connection with the acceleration request, the Company hereby acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement; and

November 30, 2005

Page 2

    •

    the Company may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

     Please direct any questions or comments regarding this request for acceleration of
effectiveness to Michael O’Donnell, Martin Waters or Gavin McCraley of Wilson Sonsini Goodrich &
Rosati, P.C., via facsimile at (650) 493-6811 or by telephone at (650) 493-9300. In addition,
please provide a copy of the Commission’s order declaring the Registration Statement effective to
Gavin McCraley via facsimile at the above-reference fax number.

    Very truly yours,

CYTOKINETICS, INCORPORATED

    /s/ Sharon Surrey-Barbari

    Sharon Surrey-Barbari

    Chief Financial Officer

    cc:

    Michael O’Donnell, Wilson Sonsini Goodrich & Rosati, P.C.

    Martin Waters, Wilson Sonsini Goodrich & Rosati, P.C.

    Gavin McCraley, Wilson Sonsini Goodrich & Rosati, P.C.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010	November 28, 2005

James H. Sabry, M.D., Ph.D.
President & Chief Executive Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, California 94080

Re:  	Cytokinetics, Incorporated
	Registration Statement on Form S-3, filed November 17, 2005
File No. 333-129786

Dear Dr. Sabry:

      We have limited our review of the above referenced
registration
statement to the signatures required by Form S-3.  In that
respect,
we have the following comment:
We note the filing does not include the signature of your
controller
or principal accounting officer.  Please include this signature in
an
amended Form S-3.  If Sharon Surrey-Barbari, the CFO, also serves
as
the controller or principal accounting officer, her signature
should
be captioned as such in your amended filing.  See Instructions 1
and
2 to the Signatures section of Form S-3.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

	?	should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

 	Please direct any questions to Sonia Barros at (202) 551-
3655.

         	               					Sincerely,

                	          					Jeffrey
Riedler
                           					Assistant
Director

cc:	Michael O`Donnell, Esq.
Martin Waters, Esq.
Gavin T. McCraley, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
	Palo Alto, CA 94304
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James H. Sabry, M.D., Ph.D.
November 28, 2005
Page 1

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