ex1022



Exhibit 10.22

MASTER LEASE AGREEMENT

dated as of April 9, 2001 ("Agreement")



This Agreement is between General Electric
Capital Corporation  (together with its successors and assigns, if any,
"Lessor") and Exelixis, Inc. ("Lessee").  Lessor has an
office at 401 Merritt 7 2nd Floor, Norwalk, CT  06856.  Lessee is a
corporation organized and existing under the laws of the state of Delaware.
Lessee's mailing address and chief place of business is 170 Harbor Way, South
San Francisco, CA  94083-0511.  This Agreement contains the general terms that
apply to the leasing of Equipment from Lessor to Lessee.  Additional terms that
apply to the Equipment (term, rent, options, etc.) shall be contained on a
schedule ("Schedule").



	LEASING:



	Lessor agrees to lease to Lessee, and Lessee
agrees to lease from Lessor, the equipment ("Equipment") described in
any schedule signed by both parties.


	Lessor shall purchase Equipment from the manufacture or
supplier ("Supplier") and lease it to Lessee if on or before the Last
Delivery Date Lessor receives (i) a Schedule for the Equipment, (ii) evidence of
insurance which complies with the requirements of Section 9, and (iii) such
other documents as Lessor may reasonably request.  Each of the documents
required above must be in form and substance satisfactory to Lessor.  Lessor
hereby appoints Lessee its agent for inspection and acceptance of the Equipment
from the Supplier.  Once the Schedule is signed, the Lessee may not cancel the
Schedule.


	TERM, RENT AND PAYMENT:



	The rent payable for the Equipment and
Lessee's right to use the Equipment shall begin on the earlier of (i) the date
when the Lessee signs the Schedule and accepts the Equipment or (ii) when Lessee
has accepted the Equipment under a Certificate of Acceptance ("Lease
Commencement Date"). The term of this Agreement shall be the period
specified in the applicable schedule.  the word "term" shall include
all basic and any renewal terms.


	Lessee shall pay rent to Lessor at its address stated
above, except as otherwise directed by Lessor. Rent payments shall be in the
amount set forth in, and due as stated in the applicable Schedule.  If any
Advance Rent (as stated in the Schedule) is payable, it shall be due when the
Lessee signs the Schedule.  Advance Rent shall be applied to the first rent
payment and the balance, if any, to the final rent payment(s) under such
Schedule.  In no event shall any Advance Rent or any other rent payments be
refunded to Lessee.  If rent is not paid within ten (10) days of its due date,
Lessee agrees to pay a late charge of five cents ($.05) per collar on, and in
addition to, the amount of such rent but not exceeding the lawful maximum, if
any.


	RENT ADJUSTMENT:



	If solely as a result of Congressional
enactment of any law (including, without limitation, any modification of, or
amendment or addition to, the Internal Revenue Code of 1986, as amended,
("Code")), the maximum effective corporate income tax rate (exclusive
of any minimum tax rate) for calendar-year taxpayers ("Effective
Rate") is higher than thirty-five percent (35%) for any year during the
lease term, then Lessor shall have the right to increase such rent payments in
the year of effectiveness and thereafter annually for so long as the Effective
Rate is greater than 35% by requiring payment of a single additional sum.  The
additional sum shall be equal to the product of (i) the Effective Rate
(expressed as a decimal) for such year less .35 (or, in the event that any
adjustment has been made hereunder for any previous year, the Effective Rate
(expressed as a decimal) used in calculating the next previous adjustment) times
(ii) the adjusted Termination Value (defined below), divided by (iii) the
difference between the new Effective Rate (expressed as a decimal) and one (1).
the adjusted Termination Value shall be the Termination Value calculated as of
the first rent due in the year for which the adjustment is being made) minus the
Tax Benefits that would be allowable under Section 168 of the Code (as of the
first day of the year for which such adjustment is being made and all future
years of the lease term).  The Termination Values and Tax Benefits are defined
on the Schedule.  Lessee shall pay to Lessor the full amount of the additional
rent payment on the later of (i) receipt of notice or (ii) the first day of the
year for which such adjustment is being made.


	Lessee's obligations under this Section 3 shall survive
any expiration or termination of this Agreement.


	TAXES:



	If permitted by law, Lessee shall report and
pay promptly all taxes, fees and assessments due, imposed, assessed or levied
against any Equipment (or purchase, ownership, delivery, leasing, possession,
use or operation thereof), this Agreement (or any rents or receipts hereunder),
any Schedule, Lessor or Lessee by any governmental entity or taxing authority
during or related to the term of this Agreement, including, without limitation,
all license and registration fees, and by all sales, use, personal property,
excise, gross receipts, franchise, stamp or other taxes, imposts, duties and
charges, together with any penalties, fines or interest thereon (collectively
"Taxes").  Lessee shall have no liability for Taxes imposed by the
United States of America or any state or political subdivision thereof which are
on or measured by the net income of Lessor except as provided in Sections 3 and
14(c).  Lessee shall promptly reimburse Lessor (on an after tax basis) for any
Taxes charges to or assessed against lessor following delivery of the
documentation of such charges or assessments.  Lessee shall show Lessor as the
owner of the Equipment on all tax reports or returns, and send Lessor a copy of
each report or return and evidence of lessee's payment of Taxes upon
request.


	Lessee's obligations, and Lessor's rights and privileges,
contained in this Section 4 shall survive the expiration or other termination of
this Agreement.


	REPORTS:



	If any tax or other lien shall attach to any
Equipment, Lessee will notify Lessor in writing, within ten business (10) days
after Lessee becomes aware of the tax or lien.  The notice shall include the
full particulars of the tax or lien and the location of such Equipment on the
date of the notice.


	Lessee will deliver to Lessor, Lessee's complete
financial statements, certified by a recognized firm of certified public
accountants within ninety (90) days of the close of each fiscal year of Lessee.
If not otherwise delivered hereunder, Lessee will deliver to Lessor copies of
Lessee's quarterly financial report certified by the chief financial officer of
Lessee, within ninety (90) days of the close of each fiscal quarter of Lessee.
Lessee will deliver to Lessor all Forms 10-K and 10-Q, if any, filed with the
Securities and Exchange Commission within thirty (30) days after the date on
which they are filed.


	Lessor may inspect any Equipment during normal business
hours after giving Lessee reasonable prior notice.


	Lessee will not move any equipment form the location
specified on the Schedule, without the prior written consent of lessor, which
consent will not be unreasonably withheld.  If Lessor asks, Lessee will promptly
notify Lessor in writing of the location of any Equipment.


	If any Equipment is lost or damaged (where the estimated
repair costs would exceed the greater often percent (10%) of the original
Equipment cost or ten thousand and 00/100 dollars ($10,000)), or is otherwise
involved in an accident causing personal injury or property damage, Lessee will
promptly and fully report the event to Lessor in writing.


	Lessee will furnish a certificate of an authorized
officer of Lessee stating that he has reviewed the activities of lessee and
that, to the best of his knowledge, there exists no default or event which with
notice or lapse of time (or both) would become such a default within thirty (30)
days after any request by Lessor; provided that such request shall not exceed
more than once per calendar quarter.


	DELIVERY, USE AND
OPERATION:



	All  Equipment shall be shipped directly from
the Supplier to Lessee.


	lessee agrees that the Equipment will be used by Lessee
solely in the conduct of its business and in a manner complying with all
applicable laws, regulations and insurance policies;


	Lessee will not move any equipment form the location
specified on the Schedule, without the prior written consent of Lessor which
consent will not be unreasonably withheld.


	Lessee will keep the Equipment free and clear of all
liens and encumbrances other than those which result form acts of
Lessor.


	Lessor shall not disturb Lessee's quiet enjoyment of the
Equipment during the term of the Agreement unless defaults has occurred and is
continuing under this Agreement.


	MAINTENANCE:



	Lessee will, at its sole expense, maintain
each unit of Equipment in good operating order and repair, normal wear and tear
excepted.  The Lessee shall also maintain the Equipment in accordance with
manufacturer's specifications.  Lessee shall make all alterations or
modifications  required for Equipment to comply with any applicable law, rule or
regulation during the term of this Agreement.  If Lessor requests, Lessee shall
affix plates, tags or other identifying labels showing ownership thereof by
Lessor.  The tax or labels shall be placed in a prominent position on each unit
of Equipment.


	Lessee will not attach or install anything on any
Equipment that will impair the originally intended function or use of such
Equipment without the prior written consent of Lessor.  All additions, parts,
supplies, accessories, and equipment ("Additions") furnished or
attached to any Equipment that are not readily removable shall become the
property of Lessor.  All Additions shall be made only in compliance with
applicable law.  Lessee without attach or install any Equipment to or in any
other personal or real property without the prior written consent of lessor,
unless Lessee ensures that the Equipment that is attached or installed to other
personal or real property will not be deemed a fixture, accession or attachment
and will be able to be readily installed/unattached without impairing the
original value or function of the Equipment. 


	STIPULATED LOSS VALUE:  If for any reason any unit
of Equipment becomes worn out, lost, stolen, destroyed, irreparably damaged or
unusable ("Casualty Occurrences") lessee shall promptly and fully
notify Lessor in writing.  Lessee shall pay Lessor the sum of (i) the Stipulated
Loss Value (see Schedule) of the affected unit determined as of the rent payment
date prior to the Casualty Occurrence; and (ii) all rent and other amounts which
are then due under this  Agreement on the Payment Date (defined below) for the
affected unit. The Payment Date shall be the next rent payment date after the
Casualty Occurrence.  Upon Payment of all sums due hereunder, the term of this
lease as to such unit shall terminate.


	INSURANCE:



	Lessee shall bear the entire risk of any loss, theft,
damage to, or destruction of, any unit of Equipment from any cause whatsoever
from the time the  Equipment is shipped to Lessee.


	Lessee agrees, at its own expense, to keep all Equipment
insured for such amounts and against such hazards as Lessor may reasonably
required.  All such policies shall be with companies, and on terms, reasonably
satisfactory to Lessor.  The insurance shall include coverage for damage to or
loss of the Equipment, liability for personal injuries, death or property
damage.  Lessor shall be named as additional insured with a loss payable clause
in favor of Lessor, as its interest may appear, irrespective of any breach of
warranty or other act or omission of Lessee. The insurance shall provide for
liability coverage in an amount equal to at least One Million U.S. Dollars
($1,000,000.00) total liability per occurrence unless otherwise stated in any
schedule.  The casualty/property damage coverage shall be in an amount equal to
the higher of the Stipulated Loss Value or the full replacement cost of the
Equipment.  No insurance shall be subject to an y co-insurance clause. The
insurance policies shall provide that the insurance may not be altered or
canceled by the insurer until after thirty (30) days written notice to Lessor.
Lessee agrees to deliver to Lessor evidence of insurance reasonably satisfactory
to lessor.


	Lessee hereby appoints Lessor as Lessee's attorney-in-
fact to make proof of loss and claim for insurance, and to make adjustment with
insurers and to receive payment of and execute or endorse all documents, checks
or drafts in connection with insurance payments.  Lessor shall not act as
lessee's attorney-in-fact unless Lessee is in default.  Lessee shall pay any
reasonable expenses of Lessor in adjusting or collecting insurance.  Lessee will
not make adjustment with insurers except with respect to claims for damage to
any unit of Equipment where the repair costs are less than the lesser often
percent (10%) of the original Equipment cost or ten thousand and 00/100 dollars
($10,000).  Lessor may, at its option, apply proceeds of insurance, in whole or
in part, to (i) repair or replace Equipment or any portion thereof, or (ii)
satisfy any obligation of Lessee to Lessor under this Agreement.


	RETURN OF EQUIPMENT:



	At the expiration or termination of this Agreement or
any Schedule, Lessee shall perform any testing and repairs required to place the
units of Equipment in the same condition and appearance as when received by
Lessee (reasonable wear and tear excepted) and in good working order for the
original intended purpose of the Equipment.  If required the units or Equipment
shall be deinstalled, disassembled and crate by an authorized manufacturer's
representative or such other service person as is reasonably satisfactory to
Lessor.  Lessee shall remove installed markings that are not necessary for the
operation, maintenance or repair do the Equipment.  All Equipment will be
cleaned, cosmetically acceptable, and in such condition as to be immediately
installed (in a fully assembled condition) into use in a similar environment for
which the Equipment was originally intended to be used.  All waste material and
fluid must be removed from the Equipment and disposes of in accordance with then
current waste laws.  Lessee shall return the units of Equipment to a location
within the continental United States as Lessor shall direct.  Lessee shall
obtain and pay for a policy of transit insurance for the redelivery period in an
amount not less than the replacement value of the Equipment.  The transit
insurance must name Lessor as the loss payee.  The Lessee shall pay for all
costs to comply with this section (a).


	Until Lessee has fully complied with the requirements of
Section 10(a) above, Lessee's rent payment obligation and all other obligations
under this Agreement shall continue from month to month notwithstanding any
expiration or termination of the lease term.  Lessor may terminate the Lessee's
right to use the Equipment upon ten (1) days notice to Lessee.


	Lessee shall provide to Lessor a reasonably detailed
inventory of all components of the Equipment including model and serial numbers.
Lessee shall also provide an up-t-date copy of all other documentation
pertaining to the Equipment.  All service manuals, blue prints, process flow
diagrams, operating manuals, inventory and maintenance records in Lessee's
possession shall be given to Lessor at least ninety (90) days and not more than
one hundred twenty (120) days prior to least termination.  Lessee agrees to make
a diligent effort to procure any missing service manuals, blue prints, process
flow diagrams, operating manuals, inventory and maintenance records.


	Lessee shall make the Equipment available for on-site
operational inspections by potential purchasers at least one hundred twenty
(120) days prior to and continuing up to lease termination.


	DEFAULT AND REMEDIES:



	Lessor may in writing declare this Agreement
in default if (i) Lessee breaches its obligations to pay rent or any other sum
when due and fails to cure the breach within ten (10) days; (ii) Lessee breaches
any of its insurance obligations under Section 9; (iii) Lessee breaches any of
its other obligations and fails to cure that breach within thirty (30) days
after written notice form Lessor; (iv) any representation or warranty made by
Lessee in connection with this Agreement shall be false or misleading in any
material respect; (v) Lessee or any guarantor or other obligor for the Lessee's
obligations hereunder ("Guarantor") becomes insolvent or ceases to do
business as a going concern; (vi) any Equipment is illegally used; (vii) if
lessee or any guarantor is a natural person, any death or incompetency of Lessee
or such Guarantor; or (viii) a petition is filed by or against Lessee or any
Guarantor under any bankruptcy or insolvency laws and in the event of an
involuntary petition, the petition is not dismissed within forty-five (45) days
of the filing date.  The default declaration shall apply to all Schedules unless
specifically excepted by Lessor.


	After a default, at the request of Lessor, Lessee shall
comply with the provisions of Section 109a).  lessee hereby authorizes Lessor to
peacefully enter any premises where any Equipment may be and take possession of
the Equipment.  Lessee shall immediately pay to Lessor without further demand as
liquidated damages for loss of a bargain and not as a penalty, the Stipulated
Loss Value of the Equipment (calculated as of the rent payment date prior to the
declaration of default), and all rents and other sums then due under this
Agreement and all schedules.  Lessor may terminate this Agreement as to any or
all of the Equipment.  A termination shall occur only upon written notice by
Lessor to Lessee and only as to the units of Equipment specified in any such
notice.  Following termination hereunder, Lessor may, but shall not be required
to, sell Equipment at private or public sale, in bulk or in parcels, with or
without notice, and without having the Equipment present at the place of sale.
Lessor may also, but shall not be required to, lease, otherwise dispose of or
keep idle all or part of the Equipment.  Lessor may use Lessee's premises for a
reasonable period of time for any or all of the purposes sated above without
liability for rent, costs, damages or otherwise.  The proceeds of sale, lease or
other disposition, if any, shall be applied in the following order of
priorities: (i) to pay all of Lessor's costs, charges and expense incurred in
taking, removing, holding, repairing and selling, leasing or other disposing of
Equipment; then (ii) to the extent not previously paid by Lessee, to pay Lessor
all sums due from Lessee under this Agreement; then (iii) to reimburse to Lessee
any sums previously paid by Lessee as liquidated damages; and (iv) any surplus
shall be retained by Lessor.  lessee shall immediately pay any deficiency in (i)
and (ii) above.


	The foregoing remedies are cumulative, and any or all
thereof may be exercised instead of or in addition to each other or any remedies
at law, in equity, or under statute.  Lessee waives notice of sale or other
disposition (and the time and place thereof), and the manner and place of any
advertising.  Lessee shall pay Lessor's actual attorney's fees incurred in
connection with the enforcement, assertion, defense or preservation of lessor's
rights and remedies under this Agreement, or if prohibited by law, such lesser
sum as may be permitted.  Waiver of any default shall not be a waiver of any
other or subsequent default.


	Any default under the terms of this or any agreement
between Lessor and Lessee may be declared by Lessor a default under this and any
such other agreement.


	ASSIGNMENT:  LESSEE SHALL NOT SELL, TRANSFER,
ASSIGN, ENCUMBER OR SUBLET ANY EQUIPMENT OR THE INTEREST OF LESSEE IN THE
EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.  Lessor may, without the
consent of Lessee, assign this Agreement, any Schedule or the right to enter
into a Schedule.  Lessee agrees that if Lessee receives written notice of an
assignment from Lessor, Lessee will pay all rent and all other amounts payable
under any assigned Schedule to such assignee or as instructed by Lessor.  Lessee
also agrees to confirm in writing receipt of the notice of assignment as may be
reasonably requested by assignee.  Lessee hereby waives and agrees not to assert
against any such assignee any defense, set-off, recoupment claim or counterclaim
which lessee has or may at any time have against lessor for any reason
whatsoever.


	NET LEASE:  Lessee is unconditionally obligated to
pay all rent and other amounts due for the entire lease term no matter what
happens, even if the Equipment is damaged or destroyed, if its defective or if
Lessee no longer can use it.  Lessee is not entitled to reduce or set-off
against rent or other amounts due to Lessor or to anyone to whom Lessor assigns
t his Agreement or any Schedule whether Lessee's claim arises out of this
Agreement, any Schedule, any statement by Lessor, Lessor's liability or any
manufacturer's liability, strict liability, negligence or otherwise.


	INDEMNIFICATION:



	Lessee hereby agrees to indemnify lessor, its agents,
employees, successors and assigns (on an after tax basis) from and against any
and all losses, damages, penalties, injuries, claims, actions and suites,
including legal expenses, or whatsoever kind and nature arising out of or
relating to the Equipment or this Agreement, except to the extent the losses,
damages, penalties, injuries, claims, actions, suites or expenses result form
Lessor's gross negligence or willful misconduct ("Claims").  this
indemnity shall include, but is not limited to, Lessor's strict liability in
tort and Claims, arising out of (i) the selection, manufacture, purchase,
acceptance or rejection of Equipment, the ownership of equipment during the term
of this Agreement, and the delivery, lease, possession, maintenance, uses,
condition, return or operation of Equipment (including, without limitation,
patent and other defects, whether or not discoverable by Lessor or Lessee and
any claim for patent, trademark or copyright infringement or environmental
damage) or (ii) the condition of Equipment sold or disposed of after use by
Lessee, any sublessee or employees of Lessee.  Lessee shall, upon request,
defend any actions based on, or arising out of, any of the foregoing.


	Lessee hereby represents, warrants and covenants that (i)
to its knowledge, on the Lease Commencement Date for any unit of Equipment, such
unit will qualify for all of the items of deduction and credit specified in
Section C of the applicable Schedule ("Tax Benefits") in the hands of
Lessor, and (ii) at no time during the term of this Agreement will Lessee take
or omit to take, nor will it permit any sublessee or assignee to take or omit to
take, any action (whether or not such act or omission is otherwise permitted by
Lessor or by this Agreement), which will result in the disqualification of any
Equipment for, or recapture of, all or any portion of such Tax
Benefits.


	It as a result of a breach of any representation,
warranty or covenant of the Lessee contained in this Agreement or any Schedule
(i) tax counsel of Lessor shall determine that Lessor is not entitled to claim
on its Federal income tax return all or any portion of the Tax Benefits with
respect to any Equipment, or (ii) any Tax Benefit claimed on the Federal income
tax return of Lessor is disallowed or adjusted by the Internal Revenue Service,
or (iii) any Tax Benefit is recalculated or recaptured (any determination,
disallowance, adjustment, recalculation or recapture being a "Loss"),
then Lessee shall pay to Lessor, as an indemnity and as additional rent, an
amount that shall, in the reasonable opinion of Lessor, cause Lessor's after-tax
economic yields and cash flows to equal the Net Economic Return that would have
been realized by Lessor if such Loss had not occurred.  Such amount shall, to
the extent not otherwise paid under Section 3(a), be payable upon demand
accompanied by a statement describing in reasonable detail such Loss and the
computation of such amount.  The economic yields and cash flows shall be
computed on the same assumptions, including tax rates as were used by Lessor in
originally evaluating the transaction ("Net Economic Return".  If an
adjustment has been made under Section 3 then the Effective Rate use din the
next preceding adjustment shall be substituted.


	All references to Lessor in this Section 14 include
Lessor and the consolidated taxpayer group of which Lessor is a member.  All of
Lessor's rights, privileges and indemnities contained in this Section 14 shall
survive the expiration or other termination of this Agreement.  The rights,
privileges and indemnities contained herein are expressly made for the benefit
of, and shall be enforceable by Lessor, its successors and
assigns.


	DISCLAIMER:  LESSEE ACKNOWLEDGES THAT IT HAS
SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR
EMPLOYEES.  LESSOR DOES NOT MAKE , AHS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR
HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR
ORAL, WITH RESPECT TO THE EQUIPMENT LEASED UNDER THIS AGREEMENT OR ANY COMPONENT
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE
WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY,
FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR
COPYRIGHT INFRINGEMENT, OR TITLE.  All such risks, as between Lessor and Lessee
are to be borne by Lessee. Without limiting the foregoing, Lessor shall have no
responsibility or liability to Lessee or any other person with respect to any of
the following; (i) any liability, loss or damage caused or alleged to be caused
directly or indirectly by an Equipment, any inadequacy thereof, any deficiency
or defect (latent or otherwise) of the Equipment, or  any other circumstance in
connection with the Equipment; (ii) the use, operation or performance of any
Equipment or any risks relating to it; (iii) any interruption of service, loss
of business or anticipated profits or consequential damages; or (iv) the
delivery, operation, servicing, maintenance, repair, improvement or replacement
of any Equipment.  If, and so long as, no default exists under this Agreement,
Lessee shall be, and hereby is, authorized during the term of this Agreement to
assert and enforce whatever claims and rights Lessor may have against any
Supplier of the Equipment at Lessee's sole cost and expense, in the name of and
for the account of Lessor and/or Lessee, as their interests may appear.


	REPRESENTATIONS AND WARRANTIES OF LESSEE:  Lessee
makes each of the following representations and warranties to Lessor on the date
hereof and on the date of execution of each Schedule.



	Lessee has adequate power and capacity to enter into, and
perform under, this Agreement and all related documents (together, the
"Documents").  Lessee is duly qualified to do business wherever
necessary to carry on its present business and operations, including the
jurisdiction(s) where the Equipment is or is to be located.


	The Documents have been duly authorized, executed and
delivered by Lessee and constitute valid, legal and binding agreements,
enforceable in accordance with their terms, except to the extent that the
enforcement of remedies may be limed under applicable bankruptcy and insolvency
laws.


	No approval, consent or withholding or objections is
required from any governmental authority or entity with respect to the entry
into or performance by Lessee of the Documents except such as have already been
obtained.


	the entry into and performance by Lessee of the Documents
will not: (i) violate any judgment, order, law or regulation applicable to
Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or
(ii) result in any breach of, constitute a default under or result in the
creations of any lien, charge, security interest or other encumbrance upon any
Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or
credit agreement or other instrument (other than this Agreement) to which Lessee
is a party.


	There are no suits or proceedings pending or threatened
in court or before any commission, board or other administrative agency against
or affecting Lessee, which if decided against Lessee will have a material
adverse effect on the ability of Lessee to fulfill its obligations under this
Agreement.


	The Equipment accepted under any Certificate of
Acceptance is and will remain tangible personal property.


	Each financial statement delivered to Lessor has been
prepared in accordance with generally accepted accounting principals
consistently applied, except to the extent notes to the financial statements are
not required pursuant to SEC requirements.  Since the date of the most recent
financial statement, there has been no material adverse change.


	Lessee is and will be at all times validly existing and
in good standing under the laws of the State of its incorporation (specified in
the first sentence of this Agreement).


	The Equipment will at all times be used for commercial or
business purposes.


	PURPOSE OPTION:



	Lessee may at lease expiration purchase all (but not
less than all) of the Equipment in any Schedule on an AS IS BASIS for cash equal
to its then Fair Market Value (plus all applicable sales taxes).  Lessee must
notify Lessor of its intent to purchase the Equipment in writing at least one
hundred eighty (180) days in advance.  If Lessee is in default or if the Lease
has already been terminated Lessee may not purchase the Equipment.


	"Fair Market Value" shall mean the price that a
willing buyer (who is neither a lessee in possession nor a used equipment
dealer) would pay for the Equipment in an arm's length transaction to a willing
seller under no compulsion to sell.  In determining the Fair Market Value the
Equipment shall be assumed to be in the condition in which it is required to be
maintained and returned under this Agreement.  If the Equipment is installed it
shall be a valued on an installed basis.  The costs of removal form current
location shall not be a deduction from the Value of the Equipment.  If lessor
and Lessee are unable to agree on the Fair Market Value at least one hundred
thirty-five (135) days before lease expiration, Lessor shall appoint an
independent appraiser (reasonably acceptable to Lessee) to determine Fair Market
Value.  The independent appraiser's determination shall be final, binding and
conclusive.  Lessee shall bear all costs associated with any such
appraisal.


	Lessee shall be deemed to have waived this option unless
it provides Lessor with written notice of its irrevocable election to exercise
the same within fifteen (15) business days after Fair Market Value is told to
Lessee.


	MISCELLANEOUS:



	LESSEE AND LESSOR UNCONDITIONALLY WAIVE THE RIGHTS TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, ANY OF TH RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR.
THE SCOPE OF T HIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT.  THIS WAIVER IS IRREVOCABLE.  THIS
WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. T HE WAIVER ALSO SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THIS TRANSACTION OR ANY RELATE TRANSACTION. THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


	The Equipment shall remain lessor's property unless
Lessee purchases the Equipment from Lessor and until such time Lessee shall only
have the right to use the Equipment as a lessee.  Any cancellation or
termination by Lessor of this Agreement, any Schedule, supplement or amendment
hereto, or the lease of any equipment hereunder shall not release Lessee form
any then outstanding obligations to Lessor hereunder.   All Equipment shall at
all times remain personal property of Lessor even though it may be attached to
real property.  The Equipment shall not become part of any other property by
reason of any installation in, or attachment to, other real or personal
property.


	Time is of the essence of this Agreement. Lessor's
failure at any time to require strict performance by Lessee of any of the
provisions hereof shall not waive or diminish Lessor's right at any other time
to demand strict compliance with this Agreement.   Lessee agrees, upon Lessor's
request, to execute any instrument reasonably necessary or expedient for filing,
recording or perfecting the interest of Lessor.  All notices required to be
given hereunder shall be deemed adequately given if sent by registered or
certified mail to the addressee at its address stated herein, or at such other
place as such addressee may have specified in writing.  This Agreement and any
Schedule and Annexes thereto constitute the entire agreement of the parties with
respect to the subject matter hereof.  NO VARIATION OR MODIFICATION OF THIS
AGREEMENT OR ANY WAIVER OF ANY OF ITS PROVISION OR CONDITIONS, SHALL BE VALID
UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF OTHER PARTIES
HERETO.


	If Lessee does not comply with any provision of this
Agreement, Lessor shall have the right, but shall not be obligated, to effect
such compliance, in whole or in part.  All reasonable amounts spent and
obligations incurred or assumed by Lessor in effecting such compliance shall
constitute additional rent due to Lessor.  Lessee shall pay the additional rent
within five days after the date Lessor sends notice to Lessee requesting
payment.  Lessor's effecting such compliance shall not be a waiver of Lessee's
default.


	Any rent or other amount not paid to Lessor when due
shall bear interest, form the due date until paid, at the lesser of eighteen
percent (18%) per annum or the maximum rate allowed by law.  Any provisions in
this Agreement and any Schedule that are in conflict with any statute, law or
applicable rule shall be deemed omitted, modified or altered to conform
thereto.


	Lessee hereby irrevocable authorized lessor to adjust the
Capitalized Lessor's Cost up or down by no more than ten percent (10%) within
each Schedule to account for equipment change orders, equipment returns,
invoicing errors, and similar matters. Lessee acknowledges and agrees that the
rent shall be adjusted as a result of the change in the Capitalized Lessor's
Cost.  Lessor shall send Lessee a written notice stating the final Capitalized
Lessor's Cost, if it has changed.


	THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO
THE CONFLICT OF LAWS PRINCIPALS OF SUCH STATE), INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF  THE
EQUIPMENT.


	Any cancellation or termination by Lessor, pursuant to
the provision of t his Agreement, any Schedule, supplement or amendment hereto,
of the lease of any Equipment hereunder, shall not release Lessee from any then
outstanding obligations to Lessor hereunder.


	To the extent that any Schedule would constitute chattel
paper, as such term is defined in the Uniform Commercial Code as in effect in
any applicable jurisdiction, no security interest therein may be created through
the transfer or possession of this Agreement in and of itself without the
transfer or possession of the original of a Schedule executed pursuant to this
Agreement and incorporating this Agreement by reference; and no security
interest in this Agreement and a Schedule may be created by the transfer or
possession of any counterpart of the Schedule other than the original thereof,
which shall be identified as the document marked "Original" and all
other counterparts shall be marked Duplicate".

In Witness Whereof, Lessee and Lessor have cause this
Agreement to be executed by their duly authorized representatives as of the date
first above written.

	
LESSOR:

General Electric Capital Corporation
	
LESSEE:

Exelixis, Inc.

	
By:
	
By:/s/ Glen Y. Sato

	
Name:
	
Name:Glen Y. Sato

	
Title:
	
Title:CFO