EXHIBIT 10.29


                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of  July  17,  2001  (the  "Effective  Date")  by  and between EXELIXIS, INC., a
Delaware  corporation  having its principal place of business at 170 Harbor Way,
P.O.  Box  511,  South  San  Francisco,  California  94083  (including,  its
subsidiaries,  the  "Company"),  and  BRISTOL-MYERS  SQUIBB  COMPANY, a Delaware
corporation  having  its  principal  place of business at Route 206 and Province
Line  Road,  Princeton,  NJ  08543 ("Purchaser").  The Company and Purchaser are
sometimes  referred  to herein individually as a "Party" and collectively as the
"Parties."

                                    RECITALS

     WHEREAS,  the  Company  and  Purchaser  have entered into an arrangement to
collaborate  in  certain  business and technology matters pursuant to which they
are  parties  to  a Cancer Collaboration Agreement and a License Agreement, each
dated  of  even  date  herewith  (such  Cancer  Collaboration Agreement and such
License Agreement, together with all ancillary documents thereto and hereto, are
hereinafter  collectively referred to as the "Transaction Documents") and desire
to further this relationship through the purchase of an equity investment in the
Company  by  Purchaser;  and

     WHEREAS,  Purchaser  and the Company have each determined that it is in the
best  interests  of their respective stockholders for Purchaser to purchase from
the  Company  newly issued shares of common stock, par value $.001 per share, of
the  Company (the "Common Stock"), at a 100% premium to market with an aggregate
purchase  price  of  approximately Twenty Million Dollars ($20,000,000) upon the
Closing  (as  defined  in  Section  2.1(a)).

                                    AGREEMENT

     NOW  THEREFORE,  the  parties  agree  as  follows:

1.     AUTHORIZATION  AND  SALE  OF  SHARES
       ------------------------------------

     1.1  AUTHORIZATION. The Company has authorized the issuance and sale of the
Shares  pursuant  to  the  terms  and  conditions  hereof.

     1.2  ISSUANCE  AND SALE. Subject to the terms and conditions hereof, on the
Closing  Date,  the Company will issue and sell to Purchaser, and Purchaser will
purchase  from the Company the number of shares of Common Stock (rounded down to
the nearest whole number) (the "Shares") equal to the number derived by dividing
(a)  Twenty  Million  Dollars ($20,000,000) by (b) (i) the average closing price
for  the  Common Stock for the fifteen (15) trading day period commencing on the
twentieth (20th) trading day prior to and including the Closing Date (as defined
in  Section  2.1(a)),  as  reported  on  the  Nasdaq  Stock  Market (the "ACP"),
multiplied  by  (ii)  two  (such  purchase  being hereinafter referred to as the
"Purchase").  The  purchase  price per Share shall be the ACP multiplied by two.

                                 $20,000,000
     Thus,          Shares  =  ----------------
                                 (ACP  *  2)

For  example,  if the ACP during the applicable period was $17.00, the number of
shares  purchased  pursuant  to  this  Agreement  would  be:

                                 $20,000,000
            Sample  shares  =  ---------------
                                 ($17  *  2)

or,  588,235.29,  which  rounds  down to 588,235 Shares at an aggregate purchase
price  of  $19,999,990.00  (i.e.,  588,235  x  $34).

2.     CLOSINGS;  DELIVERY
       -------------------

     2.1  CLOSING.

          (A)  CLOSING  DATE. The closing of the purchase and sale of the Shares
(the  "Closing")  shall  be  held at 10:00 a.m. California time on the Effective
Date  (the  "Closing  Date"),  or  at such other time or date as the Company and
Purchaser  may  agree  in  writing.

          (B)  LOCATION.  The  Closing  shall be held at the Company's principal
offices,  170 Harbor Way, South San Francisco, California or at such other place
as  the  Company  and  Purchaser  may  agree  in  writing.

     2.2 DELIVERY. Subject to the terms and conditions of this Agreement, at the
Closing  the Company will deliver to Purchaser a copy of correspondence from the
Company  to  the  Company's stock transfer agent dated no later than the Closing
Date,  which directs the Company's transfer agent to prepare and deliver a stock
certificate  representing  the  Shares  as soon as possible, and shall take such
further actions as are necessary to cause the stock certificate representing the
Shares  to  be  delivered  to  Purchaser  as  soon  as practicable following the
Closing.  The  purchase price as determined pursuant to Section 1.2 hereof shall
be  paid  by  wire  transfer  in  immediately  available  funds to the following
account:
         Silicon  Valley  Bank,  Santa  Clara,  CA
         ABA  Routing:  121-140-399
         Acct  Number:  33001-60643
         FBO:  Exelixis,  Inc.

3.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY
       --------------------------------------------------
     The  Company  hereby  represents  and  warrants  to  Purchaser  as follows:

     3.1  CORPORATE  ORGANIZATION  AND  AUTHORITY.  The  Company:

          (A)  is  a corporation duly organized, validly existing, authorized to
exercise  all  its corporate powers, rights and privileges, and in good standing
in  the  State  of  Delaware;

          (B)  has  the  corporate power and authority to own, lease and operate
its  properties and to carry on its business as now conducted and as proposed to
be  conducted;  and

          (C)  is qualified as a foreign corporation and in good standing in the
State  of  California and in all other jurisdictions in which such qualification
is  required;  provided,  however,  that  the Company need not be qualified in a
jurisdiction  in  which its failure to qualify would not have a Material Adverse
Effect.  When  used  in  connection with the Company, the term "Material Adverse
Effect"  means  any  change  or  event  that  is  or  is reasonably likely to be
materially  adverse  to  the  financial  condition or operations of the Company.

     3.2  AUTHORIZATION.  All  necessary  corporate  action  on  the part of the
Company  for  the  execution,  delivery and performance of all obligations under
this Agreement, for the consummation of the transactions contemplated hereby and
for  the  issuance and delivery of the Shares has been taken, and this Agreement
constitutes a valid and legally binding obligation of the Company enforceable in
accordance  with  its  terms.

     3.3  VALIDITY  OF  SHARES.  The  Shares, when issued, sold and delivered in
accordance with the terms and for the consideration set forth in this Agreement,
shall be duly and validly issued and outstanding, fully paid, nonassessable, and
free  and  clear of all pledges, liens, encumbrances and restrictions other than
the  restrictions  on  transfer  set  forth  in  Section  4.3.

     3.4  NO  CONFLICTS;  REQUIRED  FILINGS.

          (A) The business and operations of the Company have been and are being
conducted  in  accordance with all applicable laws, rules and regulations of all
governmental  authorities,  except for such violations of applicable laws, rules
and  regulations  which  would  not,  individually  or  in the aggregate, have a
Material  Adverse  Effect. The Company is not in violation of its Certificate of
Incorporation  or  Bylaws  nor  in  violation of, or in default under, any lien,
indenture,  mortgage,  lease,  agreement, instrument, commitment or arrangement,
except for such defaults which would not, individually or in the aggregate, have
a  Material  Adverse  Effect, or subject to any restriction which would prohibit
the  Company  from  entering  into  or  performing  its  obligations  under this
Agreement.

          (B)  The  execution, delivery and performance of this Agreement by the
Company  will not result in any violation of, be in conflict with, or constitute
a  default  under,  with  or without the passage of time (assuming no changes in
currently  existing  laws)  or  the giving of notice of (i) any provision of the
Company's Certificate of Incorporation or Bylaws as effective on the date hereof
and  on the Closing Date; (ii) any provision of any judgment, decree or order to
which  the  Company  is  a  party  or  by  which it is bound; (iii) any material
contract,  obligation  or commitment to which the Company is a party or by which
it  is  bound;  or  (iv)  to  the  Company's  knowledge,  any  statute,  rule or
governmental  regulation  applicable  to  the  Company.

          (C)  The  execution, delivery and performance of this Agreement by the
Company  does  not  and will not require any consent, approval, authorization or
permit  of,  or  filing  with  or  without  notification to, any governmental or
regulatory  authority,  United  States  or  foreign,  except  (i) for applicable
requirements,  if  any,  of the Securities and Exchange Act of 1934, as amended,
including the rules and regulations promulgated thereunder (the "Exchange Act"),
or  securities  laws  of  the various states of the United States (the "Blue Sky
Laws"),  and  (ii)  where  failure  to  obtain  such  consents,  approvals,
authorizations  or  permits, or to make such filings or notifications, would not
prevent  or  delay  consummation  of  the  transactions  contemplated under this
Agreement,  or  otherwise  prevent  the  Company from performing its obligations
under  this  Agreement,  and  would not individually or in the aggregate, have a
Material  Adverse  Effect.

     3.5  SEC  FILINGS;  FINANCIAL  STATEMENTS.

          (A) The Company has filed all forms, reports and documents required to
be  filed  by  it  with the Securities and Exchange Commission (the "SEC") since
April 11, 2000 and has heretofore made available to Purchaser, in the form filed
with  the  SEC,  its  (i) Annual Report on Form 10-K, as amended, for the period
ended December 31, 2000, (ii) Quarterly Report on Form 10-Q for the period ended
March  31,  2001,  (iii)  proxy statement for the annual meeting of stockholders
held  on  May  22,  2001,  (vi) Registration Statement on Form S-3 filed June 1,
2001,  and  (vii) Current Reports on Form 8-K filed on May 15, 2001. The Company
has  filed  additional reports with the SEC that may be accessed at www.sec.gov.
The forms, reports and other documents referred to in this subsection 3.5(a) are
referred to collectively as the "SEC Reports." The SEC Reports (A) were prepared
in  accordance with the requirements of the Exchange Act, and (B) did not at the
time  they were filed contain any untrue statement of a material fact or omit to
state  a  material  fact  required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading.  Furthermore,  the SEC Reports, when read as a whole, as
updated  by  the  Company's  press  releases  and  as of the date hereof, do not
contain  any  untrue  statements  of  a material fact and do not omit to state a
material  fact  necessary  to  make  the statements therein, not misleading. The
Company  is eligible to register the offer and resale of the Shares by Purchaser
on  a  Registration  Statement  on  Form  S-3  or  a  successor  form.


          (B)  Each  of  the  financial statements (including, in each case, any
notes  thereto)  contained  in  the  SEC  Reports  (collectively, the "Financial
Statements")  was prepared (i) in the case of Quarterly Reports on Form 10-Q, in
accordance  with  United  States  generally  accepted  accounting  principles as
promulgated  under  Regulation S-X by the SEC, with such principles applied on a
consistent  basis  throughout the periods indicated, and (ii) in the case of the
Annual  Report on Form 10-K, in accordance with United States generally accepted
accounting  principles  applied  on  a  consistent  basis throughout the periods
indicated  and comply in all material respects with the rules and regulations of
the  SEC,  including without limitation Regulation S-X. The Financial Statements
comply  in  all  material  respects with applicable accounting requirements, and
each  fairly presented the financial position, results of operations and changes
in  the financial position of the Company as of the respective dates thereof and
for  the  respective  periods  indicated  therein.

     3.6  PRIVATE  OFFERING. Neither the Company nor anyone acting on its behalf
has offered any of the Shares or any similar securities for issuance or sale to,
or solicited any offer to acquire any of the same from, anyone so as to make the
issuance  and  sale  of  the  Shares subject to the registration requirements of
Section  5  of  the  Securities Act of 1933, as amended, including the rules and
regulations  promulgated  thereunder  (the  "Securities  Act").

     3.7     CHANGES.  Except  as  set forth in the SEC Reports and as described
in  the  Schedule  of  Exceptions  attached  hereto, the Company has not, to the
extent  material  to  the  Company  (i)  incurred  any  debts,  obligations  or
liabilities,  absolute,  accrued  or  contingent,  whether due or to become due,
other than in the ordinary course of business other than the convertible loan in
principal  amount  of $30 million issued to Protein Design Labs, Inc. on May 22,
2001, (ii) mortgaged, pledged or subjected to lien, charge, security interest or
other encumbrance any of its assets, tangible or intangible, other than pursuant
to  certain equipment financing arrangements disclosed in its SEC Reports, (iii)
waived  any  debt  owed  to  the Company, (iv) satisfied or discharged any lien,
claim or encumbrance or paid any obligation other than in the ordinary course of
business,  (v)  declared,  set aside or paid any dividends or other distribution
with  respect  to  the  capital  stock of the Company, (vi) changed any material
contract  or  arrangement  by  which  the Company or any of its assets is bound,
(vii)  sold, assigned or transferred any of its patents, trademarks, copyrights,
trade secrets or other intangible assets, or (viii) entered into any transaction
other  than  in  the usual and ordinary course of business. Other than as may be
set  forth  in the SEC Reports, there has been no material adverse change in the
financial  condition or business, assets or properties, liabilities or operating
results  of  the Company since the date of the financial statements contained in
the  SEC Reports other than normal recurring operating losses, and there has not
occurred  any  loss,  destruction  or damage affecting the business, properties,
prospects  or  financial condition of the Company, whether or not insured, which
has  or  may  have  a Material Adverse Effect.  For purposes of this Section 3.7
only,  the  term "material" shall mean a single transaction or event, or a group
of  related transactions or events, involving debts, obligations, liabilities or
assets  with a cost or value in excess of $1 million, or cumulative transactions
and  events  involving  debts,  obligations,  liabilities  and  assets  with  a
cumulative  total  value  or cost in excess of $5 million, with respect to those
items  covered  by  this  Section  3.7.

     3.8  LITIGATION.  Other  than as described in the SEC Reports, there are no
legal  actions,  suits,  arbitrations  or  other  legal,  administrative  or
governmental  proceedings  pending  or,  to  the Company's knowledge, threatened
against  the  Company  or  its  properties,  assets or business, and neither the
Company  nor  any of its officers is aware of any facts which might result in or
form  the  basis  for  any  such  action, suit or other proceeding, in each case
which,  if adversely determined, would, individually or in the aggregate, affect
the  execution  and delivery of this Agreement or the performance by the Company
of  its obligations hereunder, or have a Material Adverse Effect. The Company is
not in default with respect to any judgment, order or decree of any court or any
governmental  agency  or  instrumentality,  which  default would have a Material
Adverse  Effect.

     3.9     CAPITAL  STOCK.  At  May  31, 2001, the authorized capital stock of
the Company consisted of 100,000,000 shares of Common Stock, of which 48,533,903
shares  were  outstanding,  and  10,000,000 shares of preferred stock, $.001 par
value  per  share,  of  which  no  shares were outstanding.  As of May 31, 2001,
8,007,229  shares of Common Stock were reserved for issuance under the Company's
stock  option  and  purchase plans, 621,068 shares were reserved for issuance in
connection with the Agritope 1997 Stock Award Plan and up to 929,478 shares were
reserved  for  issuance  in  connection  with  the Share Exchange and Assignment
Agreement  by  and among the Company and the stock and option holders of Artemis
Pharmaceuticals  GmbH.  Except  as  set  forth  in  the  SEC  Reports (including
outstanding  offer  letters  or  commitments to issue Common Stock options under
existing  employee  benefits  plans), there are no options, warrants, conversion
privileges,  preemptive  rights, or other rights or agreements issued or binding
on  the  Company  for  the  purchase or acquisition of any shares of its capital
stock  other  than  an  aggregate of 496,220 shares of Common Stock reserved for
issuance  pursuant  to outstanding warrants.  Except for shares of capital stock
issued pursuant to employee benefit plans, (a) no shares of capital stock of the
Company  have been issued following May 31, 2001, and (b) all of the outstanding
shares  of  the  Company's  capital  stock  are  validly  issued, fully paid and
nonassessable  and  were  issued  in  compliance with all applicable federal and
state  securities  laws. Except as set forth in the SEC Reports, the Company has
not  agreed  to  register the sale of any of its securities under the Securities
Act,  and  there  are  no  outstanding  subscriptions, options, warrants, calls,
contracts,  demands,  commitments,  conversion  rights  or  other  agreements or
arrangements  of  any character or nature whatever under which the Company is or
may  be  obligated  to  issue  its  Common Stock, preferred stock or warrants or
options to purchase Common Stock or preferred stock.  Except as set forth in the
SEC  Reports, no holder of any security of the Company is entitled to any rights
of first refusal, preemptive or similar rights to purchase any securities of the
Company  (including,  without  limitation,  the  Shares).

4.     REPRESENTATIONS  AND WARRANTIES OF PURCHASER; RESTRICTIONS ON TRANSFER OF
       -------------------------------------------------------------------------
       THE  SHARES
       -----------

     4.1     REPRESENTATIONS  AND  WARRANTIES.  Purchaser  hereby represents and
warrants  to  the  Company  as  follows:

          (A)  CORPORATE  ORGANIZATION AND AUTHORITY. Purchaser is a corporation
duly  organized,  validly  existing,  authorized  to  exercise all its corporate
powers,  rights and privileges, and in good standing under the laws of the state
of  Delaware.

          (B)  AUTHORIZATION. Purchaser has taken all necessary corporate action
necessary  for  the execution, delivery and performance of all obligations under
this  Agreement and the consummation of the transactions contemplated hereby and
upon  execution  and  delivery,  this  Agreement constitutes a valid and legally
binding  obligation  of  Purchaser  enforceable  in  accordance  with its terms.

          (C) INVESTMENT ONLY. This Agreement is made with Purchaser in reliance
upon  its representations to the Company, which by Purchaser's execution of this
Agreement Purchaser hereby confirms, that the Shares to be received by Purchaser
will be acquired for investment for Purchaser's own account, not as a nominee or
agent,  and not with a view to the sale or distribution of any part thereof, and
that  Purchaser  has no present intention of selling, granting any participation
in,  or  otherwise distributing the same. By executing this Agreement, Purchaser
further  represents  that  it  has  no  contract,  undertaking,  agreement,  or
arrangement  with  any  person to sell, transfer, or grant participation to such
person  or  to  any  third  person,  with  respect  to  any  of  the  Shares.

          (D)  EXPERIENCE.  Purchaser represents that it: (i) has such knowledge
and  experience in financial and business matters as to be capable of evaluating
the  merits  and  risks  of  its  prospective investment in the Shares; (ii) has
received  all  the  information  it has requested from the Company and considers
necessary  or appropriate for deciding whether to purchase the Shares; (iii) has
had  the opportunity to discuss the Company's business management, and financial
affairs  with its management, (iv) has the ability to bear the economic risks of
its  prospective  investment;  and (v) is able, without materially impairing its
financial  condition, to hold the Shares for an indefinite period of time and to
suffer  a  complete  loss  on  its  investment.

          (E)  ACCREDITED  PURCHASER. Purchaser presently qualifies, and will as
of  the  Closing Date qualify, as an "accredited investor" within the meaning of
Regulation  D of the rules and regulations promulgated under the Securities Act.

     4.2  NO REGISTRATION. Purchaser understands that the offering of the Shares
pursuant  to  this  Agreement will not be registered under the Securities Act on
the  grounds  that  the  offering  and  sale  of securities contemplated by this
Agreement  are  exempt  from  registration  pursuant  to  Section  4(2)  of  the
Securities  Act,  and  that  the  Company's  reliance  upon  such  exemption  is
predicated  upon  Purchaser's  representations  set  forth  in  this  Agreement.

     4.3  LIMITATIONS  ON  TRANSFERABILITY. Purchaser covenants that in no event
will  it  dispose  of  any  of  the  Shares  (other  than  pursuant  to Rule 144
promulgated  by  the SEC under the Securities Act ("Rule 144") or any similar or
analogous  rule)  unless and until (a) Purchaser shall have notified the Company
of  the  proposed  disposition,  and  (b) if requested by the Company, Purchaser
shall have furnished the Company with an opinion of counsel satisfactory in form
and  substance  to  the  Company  and  the  Company's counsel, in the reasonable
exercise  of  their  judgment,  to the effect that (i) such disposition will not
require  registration  under  the  Securities  Act  and  (ii) appropriate action
necessary  for  compliance  with  the  Securities  Act and any applicable state,
local,  or  foreign  law  has  been  taken.

     4.4 LEGEND. Each certificate representing the Shares shall be endorsed with
substantially  the  following  legends:

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR
     ASSIGNED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
     COVERING  SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144
     PROMULGATED  UNDER  SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
     REASONABLY  SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER OR
     ASSIGNMENT  IS  EXEMPT  FROM  THE REGISTRATION AND DELIVERY REQUIREMENTS OF
     SUCH  ACT.  THE  SECURITIES  EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A
     LOCK-UP  AGREEMENT  AND  MAY  NOT BE SOLD, TRANSFERRED OR ASSIGNED PRIOR TO
     JULY  17, 2002 WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER. The Company
     need  not  register  a transfer of any Shares and may instruct its transfer
     agent  not  to  register  the transfer of the Shares, unless the conditions
     specified  in  the  foregoing  legends  are  satisfied.

5.     CONDITIONS  TO  CLOSING
       -----------------------

     5.1     CONDITIONS TO PURCHASE OBLIGATIONS OF PURCHASER.  The obligation of
Purchaser  to  consummate  the  Purchase  is  subject  to  the  satisfaction  or
Purchaser's  waiver,  on  or prior to the Closing Date, of each of the following
conditions:

          (A)  The Company shall have received an opinion of Cooley Godward LLP,
dated  the Closing Date, in substantially the form attached hereto as Exhibit A.

          (B)  The  Company  and  Purchaser  shall  have  obtained  all consents
(including  all governmental or regulatory consents, approvals or authorizations
required in connection with the valid execution and delivery of this Agreement),
permits  and  waivers  necessary  or  appropriate  for  consummation  of  the
transactions  contemplated  by  the  Purchase  under  this  Agreement.

          (C)  No  federal  or  state  governmental authority or other agency or
commission  or  court  of  competent  jurisdiction  shall  have enacted, issued,
promulgated,  enforced,  or  entered any law, rule, regulation, executive order,
decree,  injunction or other order which is then in effect and has the effect of
making  illegal  the  purchase  of,  or  payment for, the Shares by Purchaser or
otherwise  preventing  the  consummation of any of the transactions contemplated
under  this  Agreement.

          (D)  There  shall  be  no  temporary  restraining  order,  preliminary
injunction or permanent injunction or other order preventing the consummation of
the  Purchase issued by any court which remains in effect, no litigation seeking
the  issuance of such an order or injunction and no claims or actions threatened
or pending which have a reasonably likely prospect of resulting in such order or
injunction  preventing  the  consummation  of  the  Purchase.

          (E)  The  Company  and Purchaser shall have executed and delivered the
Transaction  Documents.

     5.2  CONDITIONS  TO PURCHASE OBLIGATIONS OF THE COMPANY. The obligations of
the  Company  to sell and issue the Shares is subject to the satisfaction or the
Company's  waiver,  on  or  prior  to the Closing Date, of each of the following
conditions:

          (A)  Purchaser's  representations  and  warranties  contained  in this
Agreement  are  true and correct as of the Closing Date as though made on and as
of  that  date.

          (B)  The  Company  and  Purchaser  shall  have  obtained  all consents
(including  all governmental or regulatory consents, approvals or authorizations
required in connection with the valid execution and delivery of this Agreement),
permits  and  waivers  necessary  or  appropriate  for  consummation  of  the
transactions  contemplated  by  the  Purchase  under  this  Agreement.

          (C)  No  state governmental authority or other agency or commission or
state  court  of competent jurisdiction shall have enacted, issued, promulgated,
enforced,  or  entered  any  law,  rule,  regulation,  executive  order, decree,
injunction  or  other order which is then in effect and has the effect of making
illegal  the  purchase  of, or payment for, the Shares by Purchaser or otherwise
preventing  the  consummation of any of the transactions contemplated under this
Agreement.

          (D)  The  Company  and Purchaser shall have executed and delivered the
Transaction  Documents.


6.     ADDITIONAL  AGREEMENTS;  LOCKUP
       -------------------------------
     6.1  REGISTRATION  REQUIREMENTS.

          (A)  REGISTRATION  OF  THE  SHARES.

               (I)     Using  its  diligent  best  efforts,  and  as  soon  as
reasonably  practicable  after  the  Closing  Date  (but  in no event later than
forty-five  (45)  days  after the Closing Date), the Company shall file with the
SEC  a Registration Statement on Form S-3 covering the Shares (the "Registration
Statement"), and shall secure the effectiveness of the Registration Statement as
soon  as  reasonably  practicable  thereafter.

               (II)     Subject  to  Section  6.1(c),  the  Company  shall  be
obligated  to maintain the effectiveness of the Registration Statement until the
earlier  of  (A)  the  sale  of  all of the Shares or (B) the time all otherwise
unsold  Shares  may  be  sold  pursuant  to  Rule  144(k).
               (III)     If  the  Company  is  unable  to cause the Registration
Statement  to  become  effective prior to the first anniversary of the Effective
Date,  the  Company  shall,  if  Purchaser so requests in writing not later than
ninety  (90)  days  after  the expiration of such one year period, purchase from
Purchaser  the  Shares  for a purchase price equal to the purchase price for the
Shares.  Such  purchase shall be effected not later than fifteen (15) days after
the  Company's  receipt  of  Purchaser's  request  therefor.

          (B)  REGISTRATION  EXPENSES.  The  Company  shall pay all Registration
Expenses  (as  defined below) in connection with any registration, qualification
or  compliance  hereunder,  and  Purchaser  shall  pay  all Selling Expenses (as
defined  below)  that  relate  to  the  Shares  of  Purchaser  to be registered.
"Registration  Expenses"  shall  mean all expenses, except for Selling Expenses,
incurred  by  the  Company  in complying with the registration provisions herein
described,  including,  without  limitation,  all  registration,  qualification,
compliance  and  filing  fees,  printing  expenses,  escrow  fees,  fees  and
disbursements  of  counsel  for  the  Company,  blue  sky fees and expenses, and
accounting  fees  (including  the  expense  of any special audits incident to or
required  by  any  such registration). "Selling Expenses" shall mean all fees of
counsel  for  the  Purchaser,  selling  commissions, underwriting fees and stock
transfer  taxes  applicable  to  the  Shares.

          (C)  REGISTRATION SUSPENSION. The Company shall, upon (A) the issuance
by  the  SEC  of  a  stop order suspending the effectiveness of the Registration
Statement  or  the  initiation  of  proceedings with respect to the Registration
Statement  under  Section 8(d) or 8(e) of the Securities Act, (B) the occurrence
of  any  event  or the existence of any fact (a "Material Event") as a result of
which  the  Registration  Statement  shall  contain  any  untrue  statement of a
material  fact  or omit to state any material fact required to be stated therein
or  necessary  to  make  the  statements  therein not misleading, or the related
prospectus  (the  "Prospectus") shall contain any untrue statement of a material
fact  or  omit  to  state  any  material  fact  required to be stated therein or
necessary  to  make  the  statements  therein, in the light of the circumstances
under  which  they were made, not misleading, or (C) the occurrence or existence
of  any  pending corporate development that, in the reasonable discretion of the
Company,  makes  it  appropriate to suspend the availability of the Registration
Statement  and  the  Prospectus,

               (I)  in  the  case  of  clause  (B)  above,  subject  to the next
sentence,  as promptly as practicable prepare and file, if necessary pursuant to
applicable  law,  a  post-effective amendment to the Registration Statement or a
supplement  to  the Prospectus or any document incorporated therein by reference
or file any other required document that would be incorporated by reference into
the  Registration  Statement  and  Prospectus so that the Registration Statement
does  not  contain  any untrue statement of a material fact or omit to state any
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  and  such  prospectus  does  not  contain  any untrue
statement  of  a material fact or omit to state any material fact required to be
stated  therein or necessary to make the statements therein, in the light of the
circumstances  under  which  they  were  made,  not  misleading,  as  thereafter
delivered  to  the  purchasers  of the Shares being sold thereunder, and, in the
case of a post-effective amendment to the Registration Statement, subject to the
next  sentence,  use its reasonable efforts to cause it to be declared effective
as  promptly  as  is  practicable,  and

               (II)  give  notice  to  Purchaser  that  the  availability of the
Registration  Statement  is suspended (a "Deferral Notice") and, upon receipt of
any  Deferral  Notice,  Purchaser  agrees not to sell any Shares pursuant to the
Registration  Statement  until  such  Purchaser's  receipt  of  copies  of  the
supplemented or amended prospectus provided for in clause (i) above, or until it
is  advised  in  writing by the Company that the Prospectus may be used, and has
received  copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. The Company will use all
reasonable  efforts  to ensure that the use of the Prospectus may be resumed (x)
in  the case of clause (A) and (B) above, as promptly as is practicable, and (y)
in  the  case  of  clause  (C)  above,  as  soon as, in the sole judgment of the
Company, public disclosure of such Material Event would not be prejudicial to or
contrary  to the interests of the Company or, if necessary to avoid unreasonable
burden  or  expense,  as  soon  as  practicable thereafter. The Company shall be
entitled  to  exercise  its  right  under  this  Section  6.1(d)  to suspend the
availability  of the Registration Statement or any Prospectus no more than three
(3)  times  in  any  twelve-month  period,  and any such period during which the
availability  of the Registration Statement and any Prospectus is suspended (the
"Deferral  Period")  shall  not  exceed thirty (30) days. The period of any such
Deferral  Period  shall be added to the period of time the Company has agreed to
keep  the  Registration  Statement  effective.  The  Company  shall  use  all
commercially reasonable efforts to limit the duration and number of any Deferral
Periods.  Purchaser  hereby agrees that upon receipt of any Deferral Notice from
the  Company,  Purchaser shall, and shall cause each of its officers, directors,
employees,  affiliates,  advisors,  agents  and  representatives  to,  keep
confidential  all  nonpublic  information set forth in such notice including the
existence  or  terms  of  such  Deferral  Notice.

          (D)  REGISTRATION PROCEDURES. In the case of any registration effected
by  the  Company  pursuant  to  this  Section  6.1,  the  Company  will  use all
commercially  reasonable  efforts:

               (I)     to  respond  promptly to any comments of the SEC relating
to  the  Registration  Statement,  and  to  prepare  and  file with the SEC such
amendments  (including  post-effective  amendments)  and  supplements  to  the
Registration  Statement  and  the  prospectus  used  in  connection  with  the
Registration  Statement as may be necessary to comply with the provisions of the
Securities  Act with respect to the disposition of all securities covered by the
Registration  Statement;

               (II)     to  furnish  such  number of Registration Statements and
other  documents  incident  thereto, including any amendment of or supplement to
the Registration Statement or prospectus, as any holder of securities covered by
the  Registration Statement may reasonably request to facilitate the public sale
or  other  disposition  of  all  or  any  of  the  Shares;

               (III)  list  the  class  of Company stock in which the Shares are
included  on  the  Nasdaq  National  Market.

               (IV)     to  file  the  documents  required  of  the  Company and
otherwise use all commercially reasonable efforts to maintain requisite blue sky
clearance  in  (A)  all  U.S.  jurisdictions  in  which  any  of  the Shares are
originally  sold  and  (B)  all  other states specified in writing by Purchaser;
provided,  however, that, as to clause (B), the Company shall not be required to
--------   --------
qualify  to  do business in any state in which it is not now so qualified or has
not  so  consented  except  as  may  be  required  by  the  Securities  Act; and

               (V)     to keep Purchaser advised in writing as to the filing and
completion  of  each  registration,  qualification  and  compliance.

               (VI)  to  advise  Purchaser  promptly  at  any  time  when  the
prospectus  (including  any  supplements  thereto) contained in the Registration
Statement  then in effect under this Section 6.1 includes an untrue statement of
material fact or omits to state a material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading  in  light of the
circumstances  then  existing.

          (E)  INDEMNIFICATION.

               (I)  INDEMNIFICATION  BY  THE  COMPANY.  The  Company  agrees  to
indemnify  and  hold harmless Purchaser (and its officers, directors, employees,
affiliates  and  agents),  from and against any and all losses, claims, damages,
liabilities  or expenses (or actions or proceedings in respect thereof) to which
any  of  them  may  become  subject (under the Securities Act or otherwise) with
respect  to any registration, qualification or compliance under this Section 6.1
insofar  as such losses, claims, damages, liabilities or expenses (or actions or
proceedings  in  respect thereof) arise out of, or are based upon (i) any untrue
statement  or alleged untrue statement of a material fact or omission or alleged
omission  to state a material fact required to be stated therein or necessary to
make  the  statements  therein, in light of the circumstances in which they were
made,  not  misleading,  in  any  registration  statement (on the effective date
thereof), prospectus, offering circular or other document (including any related
registration  statement,  notification  or  the  like)  incident  to  any  such
registration,  qualification or compliance, or (ii) any violation by the Company
of  any  applicable  rule or regulation under the Securities Act relating to any
action or inaction required of the Company in connection with such registration,
qualification  or compliance, or (iii) any failure by the Company to fulfill any
undertaking  included  in  the registration statement or related documents or to
fulfill  any  of  its obligations under Section 6.1 hereof. The Company will, as
incurred,  reimburse  the  indemnified  parties  herein  for  any legal or other
expenses  reasonably incurred in investigating, defending or preparing to defend
any  such  claims, actions or proceedings in respect thereof; provided, however,
                                                              --------  -------
that  the  Company  shall not be liable in any such case to the extent that such
loss,  claim,  damage,  liability or expense arises out of, or is based upon (A)
any  untrue  statement  or  omission  of  a  material fact required to be stated
therein  or  necessary  to  make  the  statements  therein,  in  light  of  the
circumstances  in  which  they  were  made,  not misleading, in any registration
statement  (on  the  effective  date  thereof), prospectus, offering circular or
other  document  (including  any related registration statement, notification or
the  like)  incident to any such registration, qualification or compliance, made
in  reliance  upon  and  in conformity with written information furnished to the
Company  by  Purchaser  specifically for use in preparation of such document, or
(B)  an  untrue statement or omission in any prospectus that is corrected in any
subsequent prospectus, or supplement or amendment thereto, that was delivered to
Purchaser  prior  to  the  sale  or  sales from which a loss or liability arose.

               (II)     INDEMNIFICATION  BY  PURCHASER.  Purchaser  agrees  to
indemnify and hold harmless the Company (and its officers, directors, employees,
affiliates  and  agents),  from  and  against  any  losses,  claims,  damages,
liabilities  or expenses (or actions or proceedings in respect thereof) to which
any  of  them  may  become  subject (under the Securities Act or otherwise) with
respect  to any registration, qualification or compliance under this Section 6.1
insofar  as such losses, claims, damages, liabilities or expenses (or actions or
proceedings  in  respect thereof) arise out of, or are based upon (A) any untrue
statement  or  omission  of  a  material  fact  required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they  were made, not misleading, in any registration statement (on the effective
date  thereof),  prospectus,  offering circular or other document (including any
related  registration  statement, notification or the like) incident to any such
registration,  qualification  or  compliance,  made  in  reliance  upon  and  in
conformity  with written information furnished to the Company by or on behalf of
Purchaser  specifically  for  use  in  preparation  of  such document; provided,
                                                                       --------
however,  that Purchaser shall not be liable in any such case for any (i) untrue
-------
statement  or  omission  in any registration statement, prospectus or other such
document  which  statement  has  been  corrected,  in  writing, by Purchaser and
delivered  to  the  Company  ten  (10) days before the sale from which such loss
occurred,  (B)  an  untrue  statement or omission in any prospectus delivered by
Purchaser  that  is  corrected  in  any  subsequent prospectus, or supplement or
amendment  thereto,  and  delivered to Purchaser prior to the sale or sales from
which  a loss or liability arose, or (C) any failure by Purchaser to fulfill any
of  its  obligations  under  Section  6.1  hereof.  Purchaser will, as incurred,
reimburse  the  indemnified  parties  herein  for  any  legal  or other expenses
reasonably  incurred in investigating, defending or preparing to defend any such
claims,  actions  or  proceedings  in  respect  thereof.

               (III)     INDEMNIFICATION  PROCEDURE.  Promptly  after receipt by
any  indemnified  party of a notice of a claim or the beginning of any action in
respect  of  which  indemnity  is  to  be  sought  against an indemnifying party
pursuant  to  this  Section  6.1,  such  indemnified  party  shall  notify  the
indemnifying  party  in  writing  of  such  claim or of the commencement of such
action,  and,  subject  to  the  provisions hereinafter stated, in case any such
action shall have been brought against an indemnified party and the indemnifying
party shall have been notified thereof, the indemnifying party shall be entitled
to  participate  therein,  and,  to the extent that it shall wish, to assume the
defense  of such action, with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to such indemnified party of the
indemnifying  party's  election  to assume the defense thereof, the indemnifying
party  shall  not  be  liable  to  such indemnified party for any legal expenses
subsequently  incurred  by such indemnified party in connection with the defense
thereof;  provided,  however,  that if there exists or shall exist a conflict of
          --------   -------
interest  that  would  make  it  inappropriate in the reasonable judgment of the
indemnified  party  for the same counsel to represent both the indemnified party
and  such  indemnifying  party  or  any  affiliate  or  associate  thereof,  the
indemnified  party shall be entitled to retain its own counsel at the expense of
such  indemnifying  party.  Failure  of any indemnifying party to give notice as
provided  herein  shall  not  relieve  the indemnifying party of its obligations
under  this  Section  6.1(e).  No indemnifying party, in the defense of any such
claim  or  action,  except  with  the  consent  of each indemnified party, shall
consent  to  entry  of  any  judgment  or  enter  into  any  settlement.

               (IV)     OTHER  LIABILITY.  The  obligations  of  the Company and
Purchaser under this Section 6.1 shall be in addition to any liability which the
Company  and  Purchaser  may  otherwise  have.

     6.2  FILINGS.  The  Company  covenants  and  agrees to use all commercially
reasonable  efforts to: (i) make and keep public information available, as those
terms are understood and defined in Rule 144, until the date on which the Shares
may  be sold pursuant to Rule 144(k) (or any successor rule); and (ii) file with
the  Commission  in  a timely manner all reports and other documents required of
the  Company  under  the  Securities  Act  and  Exchange  Act.

     6.3  OTHER  ACTIONS.  Upon  the  terms  and  subject  to  the  conditions
hereof,  each  of  the  Parties  hereto  shall  in  good faith, use commercially
reasonable efforts to take, or cause to be taken, all appropriate action, and to
do,  or  cause  to  be  done,  all  things  necessary, proper or advisable under
applicable laws and regulations to consummate and make effective the transaction
contemplated  under  this  Agreement,  including,  without  limitation,  using
commercially  reasonable  efforts  to  obtain  all  licenses, permits, consents,
approvals, authorizations, qualifications and orders of governmental authorities
and  parties  to  contracts with the Company as are necessary for the execution,
delivery  and performance of this Agreement. The Company covenants and agrees to
use its best efforts to aid in the removal of all restrictive legends affixed to
stock  certificates  representing the Shares on an expedited basis in accordance
with  applicable  law,  including  without  limitation:  (i) upon the request of
Purchaser,  causing  the  Company's counsel to render (at the Company's cost) an
opinion of counsel required to be delivered by Purchaser pursuant to Section 4.3
of  this  Agreement;  and  (ii)  providing  such information as requested by the
Company's  registrar  or  transfer  company.

     6.4  LOCKUP.  Purchaser agrees that for a period of twelve months following
the  Closing  Date, Purchaser and its affiliated entities shall not offer, sell,
contract  to  sell, pledge, grant any option to purchase, make any short sale or
otherwise  dispose  of any Shares held by Purchaser or grant any option or other
rights  to any person to acquire any Shares without the prior written consent of
the  Company;  provided,  however,  this Section 6.4 will terminate and be of no
force  and  effect  (a)  in  the  event  the  Company  is  in default under this
Agreement,  or  (b) effective upon a Change in Control of the Company. A "Change
in  Control"  of  the  Company  shall  be  deemed to occur if the Company sells,
conveys  or  otherwise  disposes  of all or substantially all of its property or
business,  or  merges  or  consolidates  with  any other corporation or business
entity  (other  than  a  wholly-owned  subsidiary of the Company) or effects any
other  transaction  or  series  of  transactions in which (I) the members of the
Board  of  Directors  of  the  Company  prior  to  the  transaction or series of
transactions constituting the putative Change in Control event do not constitute
a  majority of the members of the Board of Directors of the enterprise following
completion  of  the  transaction  or  series  of  transactions  constituting the
putative  Change  in  Control  event;  and  (II) the stockholders of the Company
immediately  prior  thereto  own  less than a majority of the outstanding voting
securities  of  the Company (or its successor or parent) immediately thereafter.

7.     MISCELLANEOUS
       -------------

     7.1  ENTIRE  AGREEMENT;  AMENDMENT.  This  Agreement constitutes the entire
Agreement  between  the parties hereto with respect to the within subject matter
and  supersedes all previous Agreements, whether written or oral. This Agreement
shall  not  be  changed or modified orally, but only by an instrument in writing
signed  by  both  parties.

     7.2  GOVERNING  LAW;  CHOICE  OF  LAW.  This  Agreement  and  the validity,
performance,  construction and effect of this Agreement shall be governed in all
respects  by  the  laws  of  the  State  of  Delaware, with the exception of its
provisions  governing  the  conflict  of  laws.

     7.3  ASSIGNMENT. This Agreement may not be assigned by either Party without
the  prior written consent of the other, except that the Company may assign this
Agreement  to  a  party which acquires all or substantially all of the Company's
business,  whether  by  merger,  sale  of  assets  or  otherwise.  A  merger,
consolidation  or  other  reorganization  shall  be  deemed  to  constitute  an
assignment.

     7.4  NOTICES.  Any  notice  required  or  permitted  to be given under this
Agreement  shall  be  in writing, shall specifically refer to this Agreement and
shall  be  deemed  to have been sufficiently given for all purposes if mailed by
first  class  certified  or  registered  mail, postage prepaid, express delivery
service  or  personally  delivered.  Unless  otherwise specified in writing, the
mailing  addresses  of  the  Parties  shall  be  as  described  below.

          For  Exelixis:           Exelixis,  Inc.
                                   170  Harbor  Way
                                   P.O.  Box  511
                                   South  San  Francisco,  CA  94083
                                   Attention:  General Counsel

          With  a  copy  to:       Cooley  Godward  LLP
                                   Five  Palo  Alto  Square
                                   3000  El  Camino  Real
                                   Palo  Alto,  CA  94306
                                   Attention:  Robert  L.  Jones,  Esq.

          For  BMS:                Bristol-Myers  Squibb  Company
                                   P.O.  Box  4000
                                   Route  206  and  Province  Line  Road
                                   Princeton,  NJ  08543-4000
                                   Attention: Vice President and Senior Counsel,
                                        Pharmaceutical  Research  Institute  and
                                        Worldwide  Business  Development
                                        Facsimile  No.  (609)  252-4232

          With  a  copy  to:       Reed  Smith  LLP
                                   Princeton  Forrestal  Village
                                   136  Main  Street  -  Suite  250
                                   Princeton,  NJ  08543-7839
                                   Attn:  Edward  P.  Bromley  III
                                   Facsimile  No.  (609)  951-0824

     7.5  WAIVER.  The failure of either Party to assert a right hereunder or to
insist  upon  compliance  with any term or condition of this Agreement shall not
constitute  a  waiver  of  that  right or excuse a similar subsequent failure to
perform  any  such  term  or  condition  by  the other Party. None of the terms,
covenants  and  conditions of this Agreement can be waived except by the written
consent  of  the  Party  waiving  compliance.

     7.6  FINDER'S  FEES.

          (A)  The  Company  (i) represents and warrants that it has retained no
investment  bankers,  finders  or  brokers  in  connection with the transactions
contemplated  by  this Agreement and (ii) hereby agrees to indemnify and to hold
Purchaser  harmless  of  and  from  any  costs,  expenses  or  liability for any
commission  or  compensation  in  the nature of a finder's fee to any investment
banker,  finder,  broker or other person or firm (including legal fees and other
costs and expense of defending against such liability or asserted liability) for
which  it,  or  any  of  its  employees  or  representatives,  are  responsible.

          (B)  Purchaser  (i)  represents  and  warrants that it has retained no
investment  bankers,  finders  or  brokers  in  connection with the transactions
contemplated  by this Agreement and (ii) hereby agrees to indemnify and hold the
Company harmless of and from any costs, expenses or liability for any commission
or  compensation  in  the  nature  of  a  finder's fee to any investment banker,
finder, broker or other person or firm (including legal fees and other costs and
expense of defending against such liability or asserted liability) for which it,
or  any  of  its  employees  or  representatives,  are  responsible.

     7.7  EXPENSES.  The  Company  and  Purchaser shall each bear its respective
expenses  and  legal  fees  incurred  with  respect  to  this  Agreement and the
transaction  contemplated  hereby.

     7.8  HEADINGS.  The  captions  used  herein are inserted for convenience of
reference  only  and  shall not be construed to create obligations, benefits, or
limitations.

     7.9  COUNTERPARTS.  This  Agreement may be executed in counterparts, all of
which taken together shall be regarded as one and the same instrument. Execution
and  delivery  of  this  Agreement  by  exchange of facsimile copies bearing the
facsimile  signature  of  a  Party  hereto  shall constitute a valid and binding
execution  and  delivery  of this Agreement by such Party. Such facsimile copies
shall  constitute  enforceable  original  documents.

     7.10  SURVIVAL  OF  REPRESENTATIONS AND WARRANTIES. All representations and
warranties  contained  herein  shall  survive the execution and delivery of this
Agreement,  any investigation at any time made by or on behalf of Purchaser, and
the  sale  and  purchase of the Shares and payment therefor until the earlier of
(a) the resale of any Shares issued pursuant to this Agreement, or (b) the first
anniversary  of  the  Effective  Date.

     7.11  SEVERABILITY.  If any provision of this Agreement is declared invalid
by  a  court of last resort or by any court from the decision of which an appeal
is  not  taken  within  the  time  provided by law, then and in such event, this
Agreement  will be deemed to have been terminated only as to the portion thereof
which relates to the provision invalidated by that decision, but this Agreement,
in  all  other  respects  will  remain  in force; provided, however, that if the
provision  so  invalidated  is  essential to this Agreement as a whole, then the
Parties  shall  negotiate  in  good faith to amend the terms hereof as nearly as
practical  to  carry  out  the  original  intent  of  the  Parties.

     IN  WITNESS WHEREOF, the Parties have executed this Agreement by their duly
authorized  representatives  as  of  the  date  first  written  above.

Company:                                Purchaser:

Exelixis,  Inc.                         Bristol-Myers  Squibb  Company



By:                                     By:
   -----------------------------           ------------------------------


Title:                                  Title:
      --------------------------              ---------------------------


                                        By:
                                           ------------------------------


                                        Title:
                                              ---------------------------


<PAGE>
                       Section 3.7 Schedule of Exceptions


The  Company  regularly  enters  into negotiations for and discussions regarding
collaborative  arrangements,  an  acquisition  or  merger  or  other  similar
transactions, which negotiations and discussions may include terms involving the
sale,  assignment  or transfer of the Company's patents, trademarks, copyrights,
trade  secrets  or  other intangible assets, and may further include discussions
regarding  a  sale or transfer of substantial portions of its assets, properties
or  business.

<PAGE>


<PAGE>
                                    EXHIBIT A

                       FORM OF COOLEY GODWARD LLP OPINION

COOLEY GODWARD LLP
                                                              Broomfield,  CO
                                   ATTORNEYS  AT  LAW         720  566-4000

                                   Five Palo Alto Square      Denver, CO
                                   3000 El Camino Real        303 606-4800
                                   Palo  Alto,  CA
                                   94306-2155                 Kirkland, WA
                                   Main     650  843-5000     425 893-7700


                                                              Menlo  Park,  CA
                                   ROBERT  L.  JONES          650  843-5100
                                   650  843-5034
                                   jonesrl@cooley.com


July  [___],  2001

Bristol-Myers  Squibb  Company
Route  206  and  Providence  Line  Road
Princeton,  New  Jersey  08543

RE:     EXELIXIS,  INC.  PRIVATE  PLACEMENT

Ladies  and  Gentlemen:

We  have  acted  as  counsel  for  Exelixis,  Inc.,  a Delaware corporation (the
"Company"),  in  connection with the issuance and sale to you of an aggregate of
[__________]  shares  (the  "Shares")  of  the Company's common stock, par value
$.001  per share (the "Common Stock"), under the Stock Purchase Agreement, dated
as of the date hereof (the "Purchase Agreement"), by and between the Company and
you  (the  "Purchaser"). We are rendering this opinion pursuant to Section [___]
of  the  Purchase  Agreement.  Except  as  otherwise defined herein, capitalized
terms  used but not defined herein have the respective meanings given to them in
the  Purchase  Agreement.

In  connection  with  this  opinion,  we  have  examined  and  relied  upon  the
representations  and  warranties  as  to  factual matters contained in, and made
pursuant  to,  the  Purchase  Agreement by the various parties thereto, and have
examined  and  relied  upon  the originals or copies of such records, documents,
certificates,  opinions,  memoranda and other instruments as in our judgment are
necessary  or  appropriate  to enable us to render the opinions expressed below.

As  to  certain factual matters, we have relied upon certificates of officers of
the  Company and have not sought to independently verify such matters.  Where we
render an opinion "to the best of our knowledge" or concerning an item "known to
us"  or our opinion otherwise refers to "our knowledge," it is based solely upon
(i)  an inquiry of attorneys within this firm who perform legal services for the
Company;  (ii)  review  of  certificates  executed  by an officer of the Company
covering  such  matters;  and  (iii)  such  other investigation, if any, that we
specifically  set  forth  herein.

In  rendering this opinion, we have assumed: the genuineness and authenticity of
all  signatures  on  original  documents;  the  authenticity  of  all  documents
submitted  to  us  as  originals;  the  conformity to originals of all documents
submitted  to  us  as  copies;  the  accuracy,  completeness and authenticity of
certificates  of  public  officials;  and  the  due authorization, execution and
delivery  of all documents (except the due authorization, execution and delivery
by  the  Company  of  the Purchase Agreement) where authorization, execution and
delivery are prerequisites to the effectiveness of such documents.  We have also
assumed:  that  all  individuals  executing  and  delivering  documents in their
individual capacities had the legal capacity to so execute and deliver; that the
Purchase Agreement is an obligation binding upon you; that you have received all
documents  that  you  were to receive under the Purchase Agreement; if you are a
corporation  or  other  entity,  that  you  have  filed  any required California
franchise  tax  or  income  tax  returns  and  have paid any required California
franchise  or  income  taxes;  and  that  there  are  no extrinsic agreements or
understandings  among the parties to the Purchase Agreement that would modify or
interpret  the  terms  thereof  or  the  respective rights or obligations of the
parties  thereunder.

We  express  no  opinion  herein  concerning any laws other than the laws of the
State  of  California,  the General Corporation Law of the State of Delaware and
the  federal  securities  laws of the United States. We express no opinion as to
whether  the  laws of any particular jurisdiction apply, and no opinion that the
laws of any jurisdiction other than those identified above are applicable to the
subject  matter  hereof.  We are not rendering any opinion as to compliance with
any  antifraud  law,  rule  or  regulation relating to securities or the sale or
issuance  thereof.

With  regard to our opinion in paragraph 1 below, we have relied solely on (i) a
certificate  of  an officer of the Company as to the states in which the Company
owns  or  leases  property  or  otherwise  has  any  assets,  employees  or
representatives  authorized  to  bind  it by contract and (ii) an examination of
certificates  of  good  standing  or  documents  of similar import issued by the
jurisdictions  indicated  in such officer's certificate; we have made no further
investigation.

On  the  basis  of  the  foregoing,  in  reliance thereon and with the foregoing
qualifications,  we  are  of  the  opinion  that:

1.   The  Company  has  been  duly  incorporated,  is  validly  existing  as  a
     corporation in good standing under the laws of the State of Delaware and is
     duly  qualified  to transact business and is in good standing in California
     and,  to  the  best of our knowledge, in each United States jurisdiction in
     which  the  conduct of its business or its ownership or leasing of property
     requires such qualification, except to the extent that the failure to be so
     qualified  or  be in good standing would not have a material adverse effect
     on  the  Company.

2.   The  Company  has  the  corporate  power  and authority to own or lease its
     property  and  to  conduct  its  business  as  currently  conducted  and as
     described  in  the  SEC  Reports, and to enter into the Purchase Agreement,
     issue  the  Shares  and  to carry out and perform its obligations under the
     Purchase  Agreement.

3.   The Purchase Agreement has been duly authorized, executed and delivered by,
     and is a legal, valid and binding agreement of, the Company, enforceable in
     accordance  with its terms, subject to applicable bankruptcy, insolvency or
     similar  laws  affecting creditors' rights generally and general principles
     of  equity  and  except  as  rights  to indemnification and contribution in
     Section  [__]  thereof  may  be  limited  under  applicable  law.

4.   The  Shares  have  been  duly  authorized and, when issued and delivered in
     accordance  with  the  terms  of  the  Purchase  Agreement, will be validly
     issued, fully paid and non-assessable, and the issuance of such Shares will
     not  be  subject  to  any  preemptive or, to our knowledge, similar rights.

5.   The execution and delivery of the Purchase Agreement by the Company and the
     filing  of  the  Registration  Statement pursuant to the Purchase Agreement
     (assuming such filing occurs at the time of Closing) will not result in any
     violation  of,  be in conflict with, or constitute a default under, with or
     without  the  passage  of  time  (assuming no changes in currently existing
     laws)  or  the  giving  of  notice  of  (i)  any provision of the Company's
     Certificate of Incorporation or Bylaws; (ii) any provision of any judgment,
     decree or order to which the Company is a party or by which it is bound and
     of  which  we have knowledge; or (iii) any material contract, obligation or
     commitment  to which the Company is a party and which has been filed by the
     Company  as  an  exhibit  to  the  SEC  Reports.

6.   Other  than  as described in the SEC Reports, to the best of our knowledge,
     there  are  no  legal  actions,  suits,  arbitrations  or  other  legal,
     administrative  or  governmental  proceedings pending or threatened against
     the  Company  or  its  properties,  assets or business, which, if adversely
     determined,  would,  individually or in the aggregate, affect the execution
     and delivery of the Purchase Agreement or have a material adverse effect on
     the  Company.

7.   Based  upon the representations, warranties and agreements of the Purchaser
     in  Section [4] of the Purchase Agreement, the offer and sale of the Shares
     to  the  Purchaser  under  the  Purchase  Agreement  are  exempt  from  the
     registration  requirements  of  the  Securities  Act.

These  opinions  are  limited  to  the  matters  expressly stated herein and are
rendered  solely  for  your benefit and may not be quoted or relied upon for any
other  purpose  or by any other person, firm or entity without our prior written
consent.

Very  truly  yours,

Cooley  Godward  llp


Robert  L.  Jones