Exhibit 10.39


                                 LEASE AMENDMENT



DATED:  MARCH  3,  2003

BETWEEN:  PACIFIC  REALTY  ASSOCIATES,  L.P.,
          a  Delaware  limited  partnership                             LANDLORD

AND:      EXELIXIS  PLANT  SCIENCES,  INC.,
          a wholly  owned  subsidiary  of  Exelixis,  Inc.,
          a  Delaware  corporation                                        TENANT



          Pacific  Realty  Associates,  L.P., a Delaware limited partnership, as
Landlord,  and American Show Management, Inc. as Original Tenant, entered into a
written  lease  dated October 4, 1995, consisting of approximately 11,059 square
feet  of  office  and  warehouse  space located in Building C, PacTrust Business
Center,  16160  S.W.  Upper  Boones Ferry Road, Portland, Oregon 97224. By Lease
Amendment  dated  June  3,  1996,  the  Lease  was  amended.  By  Assignment and
Modification  of  Lease,  dated  November  7, 1997, Original Tenant assigned the
Lease  to  Agritope,  Inc. By Lease Amendment dated September 9, 1999, Agritope,
Inc.  leased  an  additional  approximately  6,801  square  feet  of  office and
warehouse  space.  Agritope,  Inc.'s leased area now totals approximately 17,860
total  square feet of office and warehouse space (hereinafter referred to as the
"Premises").  By  facsimile  dated  November  5,  2002,  Agritope, Inc. notified
Landlord that it had been acquired by Exelixis, Inc. effective December 8, 2000,
and changed its name to Exelixis Plant Sciences, Inc., a wholly owned subsidiary
of  Exelixis,  Inc.  (hereinafter  referred  to as "Tenant"). Such documents are
hereinafter  jointly  referred to as "the Lease." The Lease expires February 28,
2003.

          Tenant  now  wishes  to  extend  the  term  of  the  Lease.

          NOW,  THEREFORE,  the  parties  agree  as  follows:

     1.  The  term  of  the Lease shall be extended for an additional thirty-six
(36)  months  commencing March 1, 2003 and continuing through February 28, 2006.

     2.  Commencing  March  1,  2003  and  continuing through the extended term,
Tenant  shall  pay  base  rent  according  to  the  following  schedule:

<TABLE>
<CAPTION>
                                         BASE RENT
PERIOD                                   PER MONTH
---------------------------------------  ----------
<S>                                      <C>

March 1, 2003 through February 29, 2004  $16,610.00
---------------------------------------  ----------
March 1, 2004 through February 28, 2005  $17,146.00
---------------------------------------  ----------
March 1, 2005 through February 28, 2006  $17,681.00
---------------------------------------  ----------
</TABLE>

     3. Except as expressly modified hereby, all terms of the Lease shall remain
in  full  force  and  effect  and  shall  continue  through  the  extended term.

<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Agreement  on the respective dates set opposite their signatures below, but this
Agreement  on  behalf of such party shall be deemed to have been dated as of the
date  first  above  written.

                                   LANDLORD:

                                   PACIFIC  REALTY  ASSOCIATES,  L.P.,
                                   a  Delaware  limited  partnership

                                   By:  PacTrust  Realty,  Inc.,
                                        a  Delaware  corporation,
                                        its  General  Partner


Date:  November  14,  2002              By:  /s/  Sam  K. Briggs
                                             Sam  K.  Briggs
                                             Vice  President


                                   TENANT:


                                   EXELIXIS  PLANT  SCIENCES,  INC.,
                                   a  wholly owned subsidiary of Exelixis, Inc.,
                                   a  Delaware  corporation


Date:  November 14, 2002           By:  /s/ Matthew G. Kramer
                                   Name:  Matthew G. Kramer
                                   Title: General Manager