Exhibit 10.40


January  4,  2002



Dear  Bob:

We are proud to invite you to join our team.

Our offer of employment is to join Exelixis, Inc. as Executive Vice President of
Pharmaceuticals  reporting  directly  to  me.

Other  terms  of  employment  include:

Compensation:  Your  initial  bi-monthly  salary  will be thirteen thousand five
hundred  forty  one  dollars and sixty-six cents ($13,541.66). Additionally, you
will  receive  a  sign-on  bonus of fifty thousand dollars ($50,000) payable the
first  pay date after hire. Should you elect to voluntarily terminate employment
with  the Company within twelve (12) months of your hire date, the sign-on bonus
will  be entirely re-paid by you to the Company.  This re-payment of the sign-on
bonus  shall  occur  within  thirty  (30)  days  of  termination.


Loan:   We  will  make  available  a  loan to you in an amount up to two hundred
thousand dollars ($200,000.00).  The loan will have a term of four (4) years and
bear  interest at the lowest rate available for a loan of this term in effect as
of  the  date  of the loan published under the rules and regulations of the U.S.
Treasury.  Interest  will accrue and be payable annually within five (5) days of
each anniversary date.  The principal on the loan will be subject to forgiveness
as  follows:  (a)  fifty  percent of the outstanding loan balance or one hundred
thousand  dollars  ($100,000)  upon  your  second  anniversary  of  full-time
employment;  and  (b)  twenty  five percent of the initial loan balance or fifty
thousand  dollars ($50,000) upon your third anniversary of full-time employment;
and  (c)  the remaining twenty five percent of the initial loan balance or fifty
thousand  dollars  ($50,000)  on your fourth anniversary of full-time employment
provided  that  the loan has not otherwise been repaid or required to be repaid.
All unpaid and unforgiven portions of the principal will be subject to repayment
prior  to  maturity  upon  termination  of  your employment prior to your fourth
anniversary  date.  All  forgiven  amounts  will  be  subject to withholding and
reported  on  your  Form  W-2  in  the  year  of  forgiveness.


Performance  Review:  Your  performance  will  be formally reviewed no less than
annually  you  will  be  eligible  to receive an incentive bonus of up to thirty
percent  (35%)  of  your  annual  salary based on achievement of key milestones.

Benefits:  All  full-time  employees of Exelixis, Inc. enjoy a generous benefits
package  as  is  outlined  on  the  attached  Summary  of  Benefits.

Review:  Your  performance  will  be  formally  reviewed  no less than annually.

Confidentiality:  As  you  are aware, it is very important for us to protect our
confidential information and proprietary material.  Therefore, as a condition of
employment,  you  will  need  to  sign  the attached Proprietary Information and
Inventions  Agreement.

Start  Date:  January  22,  2002.

Options  for  Equity:  You will also be eligible to receive a stock option grant
for two hundred twenty five thousand (225,000) shares of Exelixis stock pursuant
to  our 2000 Equity Incentive Plan pursuant to the standard form of stock option
agreement  at  the  closing price on your start date, subject to approval by the
Board  of  Directors.  Shares subject to options vest at the rate of 1/4th after
one  year  of  employment and 1/48th every month thereafter over a total of four
years.

Termination:  In  the  event  of  termination  of your employment by the Company
without  Cause,  the  Company  will  continue  to pay you your base salary for a
period after the date of such termination equal to six months.  In addition, you
will  be  entitled  to receive the amount of any declared but unpaid bonus as at
the date of such termination and the Company shall continue to make available to
you  such  fringe  benefits  as  required  by  law.

Other:   In  addition  to  performing  the  duties  and responsibilities of your
position, you will be expected to perform other duties and responsibilities that
may  be assigned to you from time to time.  No provision of this letter shall be
construed  to  create  an  express or implied employment contract for a specific
period  of  time.  Either  you  or  the  Company  may  terminate this employment
relationship  at any time, with or without cause.  This letter shall be governed
by  the  laws of the State of California.  Also, by signing this letter, you are
indicating  that  you  are  legally  authorized  to  work  in  the  U.S.


<PAGE>
You  may  accept  this offer of employment by signing both copies of this letter
and  Proprietary  Information and Invention Agreements and returning one of each
to  me.

Bob,  we  look  forward  to  your  coming  on  board!

Sincerely,

/s/  George  Scangos

George  Scangos,  Ph.D.
President  and  CEO



ACCEPTED  BY:

/s/  Bob  Myers                     15th  Jan  2002
----------------------------        ---------------
Robert  Myers

ENCLOSURES:

Benefit  Summary              Direct  Deposit  Form  (optional)
Confidentiality  Agreement    Employee  Information  Form
DE-4  (optional)              I-9
Insider  Trading  Policy      W-4