Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 7, 2013, Cytokinetics, Incorporated (the "Company") announced that Mr. Steve Dow has provided notification that he will not stand for re-election to the Company's Board of Directors at its Annual Meeting of Stockholders to occur on May 22, 2013. Mr. Dow has indicated he will continue his service to the Cytokinetics' Board until the expiration of his current term. Mr. Dow's resignation is not the result of any disagreement with the Company.

(d) On February 7, 2013, the Board of Directors of the Company appointed Ms. Lynne Parshall, Esq. as a new Class III director of the Company and as a member of the Company's Audit Committee. In connection with this appointment, Ms. Parshall was granted an option to purchase 50,000 shares of the Company's common stock at an exercise price equal to the closing price of the Company's common stock, as listed on NASDAQ, on February 7, 2013. The option, granted under the Company's 2004 Equity Incentive Plan, will vest monthly over 36 months, until all of such shares are fully vested, subject to Ms. Parshall's continued service relationship with the Company on such dates.

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