March  17,  2003


Mr. Robert M. Myers
Exelixis, Inc.
170 Harbor Way
South San Francisco, CA 94083-0511

Dear Bob:

As  we  discussed, I have received and accepted your resignation with regret.  I
understand  your  desire to spend more time with your family at this moment.  In
view  of  our  desire  to have your continued services as an employee until your
resignation  and, subsequently, as a consultant, I am writing this letter to set
forth  the substance of the agreement (the "Agreement") that Exelixis, Inc. (the
"Company")  has  reached  with  you.

     1.  Resignation.  Your  resignation  from  your employment with the Company
shall  be  effective  the earlier of March 31, 2003 or any earlier date that you
determine to terminate your employment relationship (the "Resignation Date"). On
the  Resignation  Date,  the  Company  will  pay you all accrued salary, and all
accrued  and unused vacation earned through the Resignation Date, subject to the
customary  payroll  deductions  and  required  withholdings. You are entitled to
these  payments  regardless  of whether or not you sign this Agreement. Further,
you  acknowledge that, as of the date you sign this Agreement, you have received
your  bonus  for  2002.

     2.  Transition  Period.  From  the  date  of  this  Agreement  through  the
Resignation  Date  (the  "Transition  Period")  you  will serve as the Company's
Executive  Vice  President  of  Pharmaceuticals  at your current base salary and
benefits,  except  that  no  additional  vacation  time  shall accrue during the
Transition Period. During the Transition Period, you will be expected to work at
least  50%  of  a  full-time  schedule  to  perform  your regular duties and any
transition  duties as assigned by the Company's Chief Executive Officer ("CEO");
and  the  Company  will allow you to devote reasonable time during work hours to
other activities, provided that they do not unreasonably interfere with your job
duties.  During  the  Transition  Period,  you may not accept a position with or
render  services  to  a  Competitor  with  the  Company.

     3.  Consulting.  The  Company  agrees  to retain you, and you agree to make
yourself  available  to  perform services, as a consultant to the Company, under
the  terms  specified  below.

          (a)  Consulting Period. The Company hereby engages you as a consultant
for  the  nine  (9) month period following the Resignation Date (the "Consulting
Period"),  provided that on or after the Resignation Date, you promptly sign and
return  to  the  Company  the  supplemental  release of claims, as referenced in
paragraph  16  below.

          (b)  Consulting  Services.  During the Consulting Period, you agree to
make  yourself  available,  by  telephone,  or  in person, to provide consulting
services  to  the Company as requested by the CEO of the Company up to a maximum
of  ten  (10)  days  per  month.  You  agree  to  exercise the highest degree of
professionalism and to utilize your expertise and creative talents in performing
these  services.  The  consulting  services  shall  be  performed  at a location
designated  by  the  Company  in  the  Company's  discretion.

          (c)  No  Agency  or  Employment  Relationship.  During  the Consulting
Period,  you  will  be  an  independent contractor and will not be considered an
agent  or  an  employee  of the Company; you will not have authority to make any
representation,  contract,  or commitment on behalf of the Company and shall not
purport  to  have any such authority; and you will not be entitled to any of the
benefits  which  the  Company may make available to its employees, such as group
insurance,  workers'  compensation  insurance  coverage,  profit  sharing,  or
retirement  benefits, other than continuing post-employment benefits provided by
this  Agreement  or  by  law,  such  as  COBRA  benefits.

          (d)  Consulting  Fees.  During the Consulting Period, the Company will
pay  you  consulting  fees in the amount of $30,000, each month (the "Consulting
Fees").  The  Consulting Fees will be paid on or before the fifteenth day of the
month  following the completion of each full month during the Consulting Period.

          (e)  Taxes  and  Withholding. Because you will perform your consulting
services  as  an  independent contractor, the Company will not withhold from the
Consulting  Fees  any  amount  for  taxes,  social  security  or  other  payroll
deductions.  The  Company will report your Consulting Fees on IRS Form 1099. You
acknowledge that you will be entirely responsible for payment of any taxes which
may be due with regard to the Consulting Fees, and you hereby indemnify and hold
the  Company  harmless  from  any  liability  that may be assessed by any taxing
authority  with  respect  to  the  Consulting  Fees,  with  the exception of the
employer's  share  of  social  security,  if  any.

          (f)  Protection  of Consulting Information. You agree that, during the
Consulting  Period and thereafter, you will not use or disclose any confidential
or  proprietary  information  or  materials  of  the Company which you obtain or
develop  in the course of performing consulting services for the Company, except
with  the  written permission of the Company's CEO. Any and all work product you
create  in  connection  with  your  consulting  services  will  be  the sole and
exclusive  property  of the Company. You hereby assign to the Company all right,
title,  and  interest  in  all inventions, techniques, processes, materials, and
other  intellectual  property  developed  in the course of performing consulting
services  for  the  Company.

     4.  Other Work Activities. During the Consulting Period: (i) you may engage
in  employment,  consulting or other work relationships in addition to your work
for  the  Company  other than for or on behalf of a Competitor; (ii) the Company
shall  not  require  you  to render consulting services at times and places that
unreasonably  interfere  with  your  ability  to  engage  in  other  such  work
relationships;  and (iii) you shall not, directly or indirectly, for yourself or
any  other  person  or entity, solicit, recruit, induce, or encourage any of the
Company's employees to leave their employment with the Company, nor to undertake
employment  with  a Competitor. The Company agrees that the following noncompete
provision  will  not  be  breached  by  interviewing  for  or otherwise pursuing
employment  with  a  Competitor  of the Company during the Consulting Period, so
long  as you do not provide services of any kind to the Competitor. For purposes
of  this Agreement, a Competitor shall be defined as the following companies: 1)
Celera,  2) Millenium, 3) Tularik, 4) Cytokinetics. The CEO will have discretion
to  determine  the  location  at  which  you  perform  your  services during the
Transition  Period.

     5. Health Insurance. To the extent provided by the federal COBRA law and by
the  Company's  current  group  health insurance policies, after the Resignation
Date  you  will  be eligible to continue your group health insurance benefits at
your  own  expense.  Later,  you  may be able to convert to an individual policy
through  the provider of the Company's health insurance, if you wish. As part of
this  Agreement,  if  you  timely  elect continued coverage of your group health
insurance  under the COBRA law, the Company will pay 100% of your COBRA premiums
for  coverage  for  you  and  your  dependents  through  December  31,  2003.

     6.  Stock  Options.  Under  the  terms  of your stock option agreement, the
Company's  2000 Equity Incentive Plan (the "Plan") and this Agreement, continued
vesting  of  any  unvested  stock  options  you may possess will cease as of the
Resignation Date. Your right to exercise any vested option shares, and all other
rights  and  obligations  with  respect  to your stock option(s), will be as set
forth  in  your  stock option agreement and the Plan; provided, however, that if
you  sign  the  supplemental  release  as  set  forth in paragraph 16 below, the
Company  shall extend the period during which you may exercise any vested option
shares  to  eighteen  (18)  months  following  the  Resignation  Date.

     7.  Other  Compensation  Or  Benefits.  You  acknowledge  that,  except  as
expressly  provided  in  this  Agreement,  you  will  not receive any additional
compensation,  severance, or benefits after the Resignation Date, except for any
vested  rights  you  may  have under a written group benefit plan of the Company
(e.g.,  401(k)  account).

     8.  Expense  Reimbursements. You agree that, within thirty (30) days of the
Resignation  Date,  you  will submit your final documented expense reimbursement
statement  reflecting all business expenses you incurred through the Resignation
Date,  if  any, for which you seek reimbursement. The Company will reimburse you
for  these  expenses  pursuant  to  its  regular  business  practice. Documented
expenses  incurred during the Consulting Period with the Company's authorization
will  also  be  reimbursed  pursuant to the Company's regular business practice.

     9.  Return Of Company Property. By the Resignation Date, you will return to
the  Company  all  Company  documents (and all copies thereof) and other Company
property  in  your  possession or control, including, but not limited to, files,
notes, notebooks, correspondence, memoranda, records, plans, forecasts, reports,
studies,  proposals,  agreements,  financial  information,  business development
information,  investor  relations  information, sales and marketing information,
research  and  development  information,  personnel information, specifications,
drawings,  computer-recorded  information, equipment and other tangible property
(including,  but  not  limited  to,  computers,  credit  cards,  entry  cards,
identification  badges, and keys), and any materials of any kind that contain or
embody  any  proprietary  or  confidential  information  of the Company (and all
reproductions  thereof in whole or in part). You agree to make a diligent search
to  locate  all  such  materials.

     10.  Proprietary  Information  Obligations.  Both  during  and  after  your
employment  you  will  refrain  from  any  unauthorized use or disclosure of the
Company's  proprietary or confidential information or materials. You acknowledge
and  will  comply  with  your  continuing  obligations  under  your  Proprietary
Information  and  Inventions  Agreement  (attached  as  Exhibit  B).

     11.  Confidentiality.  The  provisions  of  this  Agreement will be held in
strictest  confidence  by  you  and  the  Company  and will not be publicized or
disclosed  in  any  manner  whatsoever;  provided,  however,  that:  (a) you may
disclose  this Agreement in confidence to your immediate family; (b) the parties
may  disclose  this  Agreement  in  confidence  to  their  respective attorneys,
accountants,  auditors,  tax  preparers, and financial advisors; (c) the Company
may disclose this Agreement as necessary to fulfill standard or legally required
corporate  reporting  or  disclosure  requirements;  (d)  you  may  disclose the
existence  of  this  Agreement  to  potential employers; and (e) the parties may
disclose  this  Agreement insofar as such disclosure may be necessary to enforce
its  terms  or  as  otherwise  required  by  law.  In  particular,  and  without
limitation, you agree not to disclose the terms of this Agreement to any current
or  former  Company  employee.

     12.  Nondisparagement.  You  and  the  Company  (through  its  officers and
directors)  agree  not  to disparage the other party or its officers, directors,
employees,  shareholders, and agents, in any manner likely to be harmful to that
party  or  its  business,  business reputation, or personal reputation; provided
that  both you and the Company may respond accurately and fully to any question,
inquiry  or  request  for  information  when  required  by  legal  process.

     13.  No  Admissions.  The promises in consideration of this Agreement shall
not  be  construed  to  be an admission of any liability or obligation by either
party  to  the  other party or to any other person, and the parties make no such
admissions.

     14.  Release  Of  Claims.  In  exchange  for  the  consideration under this
Agreement  to  which you would not otherwise be entitled, and except as provided
in  this  Agreement, you hereby generally and completely release the Company and
its  predecessors,  successors,  parent, subsidiary and affiliated entities, and
their  directors, officers, employees, shareholders, partners, agents, insurers,
and assigns from any and all claims, liabilities and obligations, both known and
unknown,  arising  from  or  in  any  way  related  to events, acts, conduct, or
omissions  occurring  at  any time prior to and including the date you sign this
Agreement.  This general release includes, but is not limited to: (a) all claims
arising  from  or  in any way related to your employment with the Company or the
termination  of  that employment; (b) all claims related to your compensation or
benefits from the Company, including salary, bonuses, commissions, vacation pay,
expense  reimbursements,  severance  pay  and  benefits, fringe benefits, stock,
stock  options,  or any other ownership interests in the Company; (c) all claims
for breach of contract, wrongful termination, and breach of the implied covenant
of good faith and fair dealing; (d) all tort claims, including claims for fraud,
defamation, emotional distress, and discharge in violation of public policy; and
(e)  all  federal,  state,  and  local  statutory  claims,  including claims for
discrimination,  harassment,  retaliation,  attorneys'  fees,  or  other  claims
arising  under  the  federal  Civil Rights Act of 1964 (as amended), the federal
Americans  with Disabilities Act of 1990, and the California Fair Employment and
Housing Act (as amended). Notwithstanding the release in the preceding sentence,
you  shall not hereby surrender any right you may have to indemnification by the
Company  pursuant  to  the  by-laws  of  the  Company,  applicable  law, or your
Indemnity  Agreement  with  the  Company  dated  January  16,  2002.

     15.  Section  1542  Waiver.  In granting the release herein, which includes
claims  which  may  be  unknown to you at present, you acknowledge that you have
read and understand Section 1542 of the California Civil Code:

     A  general  release  does  not extend to claims which the creditor does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor.

You  hereby  expressly  waive  and relinquish all rights and benefits under that
section  and  any  law  or legal principle of similar effect in any jurisdiction
with  respect  to  the releases granted herein, including but not limited to the
release  of  unknown  and  unsuspected  claims  granted  in  this  Agreement.

     16.  Employment  References.  You  agree to direct any individual or entity
seeking  an  employment  reference  for  you from the Company to George Scangos.

     17.  Supplemental  Release. As part of this Agreement you agree to promptly
sign  and  deliver  to  the  Company  a  supplemental  release  of  claims  (the
"Supplemental  Release")  in  the form attached hereto as Exhibit A, on or after
the  Resignation  Date.

     18.  Arbitration. To ensure rapid and economical resolution of any disputes
which may arise under this Agreement, you and the Company agree that any and all
disputes or controversies of any nature whatsoever arising from or regarding the
interpretation,  performance,  enforcement  or breach of this Agreement shall be
resolved,  to  the  fullest  extent permitted by law, by confidential, final and
binding  arbitration  conducted  by Judicial Arbitration and Mediation Services,
Inc.  ("JAMS"),  before a single arbitrator, in San Francisco, California, under
the  then-applicable JAMS rules. By agreeing to this arbitration procedure, both
you  and the Company waive the right to resolve any such dispute through a trial
by  jury, judge or administrative proceeding. The parties shall bear equally the
costs  and  fees of the arbitration; however, the arbitrator, in his or her sole
discretion,  shall be authorized to determine whether and to what extent a party
is  the  prevailing  party,  and  if  so,  to  award  to  that  prevailing party
reimbursement  for  its  reasonable  attorneys'  fees, disbursements (including,
without  limitation,  expert  witness fees and expenses), and costs arising from
the  arbitration.  The  arbitrator, and not a court, shall also be authorized to
determine  whether  the  provisions  of  this  paragraph  apply  to  a  dispute,
controversy  or claim sought to be resolved in accordance with these arbitration
procedures.  Nothing  in this Agreement is intended to prevent either you or the
Company  from  obtaining  injunctive relief in court to prevent irreparable harm
pending  the  conclusion  of  any  such  arbitration.

     19.  Miscellaneous. This Agreement, including its exhibits, constitutes the
complete, final and exclusive embodiment of the entire agreement between you and
the  Company  with  regard  to  its  subject  matter. It is entered into without
reliance  on  any  promise  or representation, written or oral, other than those
expressly  contained  herein,  and  it  supersedes  any  other  such agreements,
promises,  warranties  or  representations,  written  or oral, including but not
limited  to  your  employment offer letter dated January 4, 2002. This Agreement
may not be modified or amended except in a writing signed by both you and a duly
authorized  officer of the Company. This Agreement will bind the heirs, personal
representatives,  successors  and assigns of both you and the Company, and inure
to the benefit of both you and the Company, their heirs, successors and assigns.
If any provision of this Agreement is determined to be invalid or unenforceable,
in  whole  or in part, this determination will not affect any other provision of
this  Agreement  and  the  provision  in  question  will be modified so as to be
rendered  enforceable  in  a  manner  consistent  with the intent of the parties
insofar as possible. This Agreement will be deemed to have been entered into and
will  be  construed  and  enforced  in  accordance with the laws of the State of
California  as  applied  to  contracts  made and to be performed entirely within
California.  Any  ambiguity  in  this  Agreement  shall not be construed against
either  party  as the drafter. Any waiver of a breach of this Agreement shall be
in  writing  and  shall  not be deemed to be a waiver of any prior or successive
breach.  This Agreement may be executed in counterparts and facsimile signatures
will  suffice  as  original  signatures.

If  this  Agreement  is  acceptable  to  you,  please  sign below and return the
original  to  me  by  February  21,  2003.

We wish you the very best in your future endeavors.

Sincerely,

EXELIXIS,  INC.


By:  /s/George Scangos
    ------------------------------------------
        George A. Scangos
        President and Chief Executive Officer

Exhibit A: Supplemental Release


I HAVE READ, UNDERSTAND AND AGREE FULLY TO THE FOREGOING AGREEMENT:

/s/  Bob  Myers
--------------------------------
Robert  M.  Myers

17th  Mar  2003
--------------------------------
Date

<PAGE>

                                    EXHIBIT A

                         SUPPLEMENTAL RELEASE AGREEMENT

                 (To be signed on or after the Resignation Date)

I  understand that my employment with Exelixis, Inc. Corporation (the "Company")
terminated  effective  March 31, 2003 (the "Resignation Date").  The Company has
agreed that if I choose to sign this Supplemental Release Agreement ("Release"),
the  Company  will  pay  me  certain  benefits  and engage me to perform certain
consulting  services  pursuant  to the terms of the Resignation letter agreement
dated  January  31, 2003 (the "Agreement").  I understand that I am not entitled
to such benefits or consulting arrangement unless I sign this Release and return
it  to  the  Company.  I  understand  that,  regardless  of  whether I sign this
Release,  the  Company will pay me all of my accrued salary and vacation through
the  Resignation  Date,  to  which  I  am  entitled  by  law.

In  consideration  for  the  benefits  and consulting arrangement I am receiving
under  the  Agreement,  as  described therein, I hereby generally and completely
release  the Company and its parents, subsidiaries, successors, predecessors and
affiliates,  and  its  and  their  directors, officers, employees, shareholders,
agents,  attorneys, predecessors, insurers, affiliates and assigns, from any and
all  claims, liabilities and obligations, both known and unknown, that arise out
of or are in any way related to events, acts, conduct, or omissions occurring at
any  time  prior  to  and  including the date I sign this Release.  This general
release includes, but is not limited to: (a) all claims arising out of or in any
way  related  to  my  employment  with  the  Company  or the termination of that
employment;  (b)  all  claims  related to my compensation or benefits, including
salary,  bonuses,  commissions,  vacation pay, expense reimbursements, severance
pay,  fringe benefits, stock, stock options, or any other ownership interests in
the  Company;  (c)  all claims for breach of contract, wrongful termination, and
breach  of  the  implied  covenant  of good faith and fair dealing; (d) all tort
claims,  including  claims  for  fraud,  defamation,  emotional  distress,  and
discharge  in  violation of public policy; and (e) all federal, state, and local
statutory  claims, including claims for discrimination, harassment, retaliation,
attorneys'  fees,  or other claims arising under the federal Civil Rights Act of
1964  (as  amended),  the  federal  Americans  with Disabilities Act of 1990 (as
amended), the federal Family and Medical Leave Act, the California Family Rights
Act,  and  the  California  Fair  Employment  and  Housing  Act  (as  amended).

In  releasing  claims  unknown  to  me  at  present, I am waiving all rights and
benefits  under  Section 1542 of the California Civil Code, and any law or legal
principle  of  similar  effect in any jurisdiction:  "A general release does not
extend  to  claims  which  the creditor does not know or suspect to exist in his
favor  at  the  time  of  executing the release, which if known by him must have
materially  affected  his  settlement  with  the  debtor."

I  accept  and  agree  to  the  terms  and  conditions  stated  above:

/s/ Robert M. Myers                           31st March 2003
------------------------------------         -----------------------------------
Robert  M.  Myers                            Date