Bristow Warrant






 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS,
AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE
WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS
AVAILABLE WITH RESPECT THERETO.



 

Exelixis, Inc.



Common Stock Warrant 


Warrant No. ____w-11______


 

For Value Received, Exelixis, Inc., a Delaware
corporation (the "Company"), with its principal office at 260 Littlefield
Avenue,  South San Francisco, CA 94080, hereby certifies that Bristow
Investments, L.P., a California limited partnership  (the "Holder") is entitled,
upon surrender of this Warrant with the notice of exercise annexed hereto duly
executed at the principal office of the Company, to purchase from the Company
8,400 shares of common stock of the Company, subject to adjustment as provided
in Section 4.  Such shares shall be fully paid and nonassessable shares of
Common Stock, $.001 par value, of the Company (the "Common Stock") purchased at
a price per share of nine dollars and seventy-five cents ($9.75) (the "Purchase
Price"), subject to the provisions set forth herein.  Until such time as this
Warrant is exercised in full or expires, the Purchase Price and the securities
issuable upon exercise of this Warrant are subject to adjustment as hereinafter
provided.  The person or persons on whose name or names any certificate
representing shares of Common Stock is issued hereunder shall be deemed to have
become Holder of record of the shares represented thereby as at the close of
business on the date this Warrant is exercised with respect to such shares,
whether or not the transfer books of the Company shall be closed. The shares of
Common Stock deliverable upon such exercise, as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares."






	Term.  The purchase right represented by this
Warrant is exercisable, in whole or in part, at any time and from time to time
from the date of grant through the date which is five (5) years after the
closing of the Company's initial public offering of its Common Stock effected
pursuant to a Registration Statement on Form S-1 (or its successor) filed under
the Securities Act of 1933, as amended (the "Act").


	Method of Exercise; Payment; Issuance of New
Warrant.  



	General. Subject to Section 1 hereof, the purchase right
represented by this Warrant may be exercised by Holder hereof, in whole or in
part and from time to time, by the surrender of this Warrant (with the notice of
exercise form attached hereto as Exhibit A duly executed) at the principal
office of the Company and by the payment to the Company, by cash, check or wire
transfer, of an amount equal to the then applicable Purchase Price multiplied by
the number of Warrant Shares then being purchased.  The person or persons in
whose name(s) any certificate(s) representing shares of Common Stock shall be
issuable upon exercise of this Warrant shall be deemed to have become Holder(s)
of record of, and shall be treated for all purposes as the record Holder(s) of,
the shares represented thereby (and such shares shall be deemed to have been
issued) immediately prior to the close of business on the date or dates upon
which this Warrant is exercised.  In the event of any exercise of the rights
represented by this Warrant, certificates for the shares of stock so purchased
shall be delivered to Holder hereof as soon as possible and in any event within
thirty days after such exercise and, unless this Warrant has been fully
exercised or expired, a new Warrant of like tenor representing the portion of
the Warrant Shares, if any, with respect to which this Warrant shall not then
have been exercised shall also be issued to Holder hereof as soon as possible
and in any event within such thirty-day period.


	Net Issue Exercise.  Notwithstanding any
provisions herein to the contrary, if the fair market value of one share of the
Company's Common Stock is greater than the Purchase Price (at the date of
calculation as set forth below), in lieu of exercising this Warrant for cash,
Holder may elect to receive Warrant Shares equal to the value (as determined
below) of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant (with the notice of exercise form attached hereto as Exhibit A duly
executed) in which event the Company shall issue to Holder a number of Warrant
Shares computed using the following formula:

X = Y (A-B)

 A

Where X = the number of shares of Warrant Shares to be issued
to Holder

Y =the number of Warrant Shares purchasable under the
Warrant or, if only a portion of the Warrant is being exercised, the portion of
the Warrant being canceled (at the date of such calculation)

A =the fair market value of one share of the
Company's Common Stock (at the date of such calculation)

B =the Purchase Price (as adjusted to the date of
such calculation)

For purposes of the above calculation, fair market value of
one share of Common Stock shall be determined as follows: (i) if the class of
stock of which the Warrant Shares are a part is listed on  a national stock
exchange, on the NASDAQ National Market System or on any other over-the-counter
market, then such fair market value shall be the closing price per share
reported for such class on such national stock exchange or on the NASDAQ
National Market System, or the average of the  final "bid" and "asked" prices
reported on such over-the-counter market, as applicable, at the close of
business on the date of calculation, as reported in the Wall Street Journal; and
(ii) if the class of stock of which the Warrant Shares are a part is not listed
on any national stock exchange, on the NASDAQ National Market System or on any
other over-the-counter market, then the Board of Directors of the Company shall
determine such fair market value as of the date of calculation in its reasonable
good faith judgment, and shall (upon written request by Holder) advise Holder of
such determination prior to any decision by the registered Holder to exercise
its purchase rights under this Warrant.


	Stock Fully Paid; Reservation of Shares.  All
Warrant Shares that may be issued upon the exercise of the rights represented by
this Warrant will, upon issuance pursuant to the terms and conditions herein, be
fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the issue thereof.  During the period within which the rights
represented by this Warrant may be exercised, the Company will at all times have
authorized, and reserved for the purpose of the issue upon exercise of the
purchase rights evidenced by this Warrant, a sufficient number of shares of its
Common Stock to provide for the exercise of the rights represented by this
Warrant.  The Company will take all such actions as may be necessary to assure
that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any
domestic securities exchange upon which the Common Stock may be listed;
provided, however, that the Company shall not be required to effect a
registration under the Act or state securities laws with respect to such
exercise.  The covenant set forth in the immediately preceding sentence is based
in part on the representations made by Holder in Section 7 and assumes no change
in currently applicable law that would make such actions impracticable.


	Adjustment of Purchase Price and Number of Shares.
The number and kind of securities purchasable upon the exercise of this Warrant
and the Purchase Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:



	Reclassification or Merger.  In case of any
reclassification, change or conversion of securities of the class issuable upon
exercise of this Warrant (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination), or in case of any merger of the Company with or into another
corporation (other than a merger with another corporation in which the Company
is the acquiring and the surviving corporation and which does not result in any
reclassification or change of outstanding securities issuable upon exercise of
this Warrant), or in case of any sale of all or substantially all of the assets
of the Company, the Company, or such successor or purchasing corporation, as the
case may be, shall duly execute and deliver to Holder a new Warrant (in form and
substance satisfactory to Holder), so that Holder shall have the right to
receive, at a total purchase price not to exceed that payable upon the exercise
of the unexercised portion of this Warrant, and in lieu of the shares of Common
Stock theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change or merger by a Holder of the number of shares of Common
Stock then purchasable under this Warrant.  Such new Warrant shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 4.  The provisions of this Section 4.1
shall similarly apply to successive reclassifications, changes, mergers and
transfers.


	Subdivision or Combination of Shares.  If the
Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its outstanding shares of Common Stock, the Purchase Price
shall be proportionately decreased in the case of a subdivision or increased in
the case of a combination, effective at the close of business on the date the
subdivision or combination becomes effective.


	Stock Dividends and Other Distributions.  If the
Company at any time while this Warrant is outstanding and unexpired shall (i)
pay a dividend with respect to Common Stock payable in Common Stock, or (ii)
make any other distribution with respect to Common Stock (except any
distribution specifically provided for in the foregoing subparagraphs (a) and
(b)) of Common Stock, then the Purchase Price shall be adjusted, from and after
the date of determination of shareholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Purchase Price in
effect immediately prior to such date of determination by a fraction (i) the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution, and (ii) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution.


	Adjustment of Number of Shares.  Upon each
adjustment in the Purchase Price, the number of Warrant Shares purchasable
hereunder shall be adjusted, to the nearest whole share, to the product obtained
by multiplying the number of Warrant Shares purchasable immediately prior to
such adjustment in the Purchase Price by a fraction, the numerator of which
shall be the Purchase Price immediately prior to such adjustment and the
denominator of which shall be the Purchase Price immediately
thereafter.


	Notice of Certain Events



	Notice of Adjustments.  Whenever the Purchase Price
or the number of Warrant Shares purchasable hereunder shall be adjusted pursuant
to Section 4 hereof, the Company shall make a certificate signed by its chief
financial officer setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated, and the Purchase Price and the number of Warrant Shares
purchasable hereunder after giving effect to such adjustment, shall be mailed
(without regard to Section 8.2 hereof, by first class mail, postage prepaid) to
Holder.


	Other Notices.  If at any time:

(a)  the Company shall declare any cash dividend upon its
Common Stock;



(b)  the Company shall declare any dividend upon its Common
Stock payable in stock or make any special dividend or other distribution to the
holders of its Common Stock;



(c)  the Company shall offer for subscription pro rata to all
holders of its Common Stock any additional shares of stock of any class or other
rights;



(d)  there shall be any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation or other entity;



(e)  there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company; or 



(f)  there shall be an initial public offering of Company
securities;



then, in any one or more of said cases, the Company shall
give, by first class mail, postage prepaid, addressed to Holder at the address
of Holder as shown on the books of the Company, (1) at least ten (10) days'
prior written notice of the date on which the books of the Company shall close
or a record shall be taken for such dividend, distribution, or subscription
rights or for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
winding-up or public offering, and (2) in the case of any such event, at least
ten (10) days' prior written notice of the date when the same shall take place,
provided, however, Holder shall make a best efforts attempt to respond to such
notice as early as possible after the receipt thereof.  Any notice given in
accordance with the foregoing clause (1) shall also specify, in the case of any
such dividend, distribution or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto.  Any notice given in
accordance with the foregoing clause (2) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
winding-up, conversion or public offering, as the case may be.




	Fractional Interest.
In no event shall any fractional share of Common Stock be issued upon any
exercise of this Warrant.  If, upon exercise of this Warrant as an entirety,
Holder would, except as provided in this Section 6, be entitled to receive a
fractional share of Common Stock, then the Company shall issue the next higher
number of full shares of Common Stock, issuing a full share with respect to such
fractional share.


	Compliance with Securities Act; Disposition of Warrant
or Shares of Common Stock.



	Compliance with Securities Act.  Holder, by
acceptance hereof, agrees that this Warrant, and the shares of Common Stock to
be issued upon exercise hereof are being acquired for investment and that Holder
will not offer, sell or otherwise dispose of this Warrant, or any shares of
Common Stock to be issued upon exercise hereof except under circumstances which
will not result in a violation of the Act.  Upon exercise of this Warrant,
unless the Warrant Shares being acquired are registered under the Act or an
exemption from such registration is available, Holder shall confirm in writing
that the shares of Common Stock so purchased are being acquired for investment
and not with a view toward distribution or resale.  This Warrant and all shares
of Common Stock issued upon exercise of this Warrant (unless registered under
the Act) shall be stamped or imprinted with a legend in substantially the
following form:

"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO
SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION
STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR HOLDER,
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT
REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE
GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS
OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED,
DIRECTLY OR INDIRECTLY."


	Representations of Holder.  In addition, in
connection with the issuance of this Warrant, Holder specifically represents to
the Company by acceptance of this Warrant as follows:



	Holder is aware of the Company's business affairs and
financial condition, and has acquired information about the Company sufficient
to reach an informed and knowledgeable decision to acquire this Warrant. Holder
is acquiring this Warrant for its own account for investment purposes only and
not with a view to, or for the resale in connection with, any "distribution"
thereof for purposes of the Act.


	Holder understands that this Warrant has not been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Holder's
investment intent as expressed herein.  In this connection, Holder understands
that, in the view of the SEC, the statutory basis for such exemption may be
unavailable if Holder's representation was predicated solely upon a present
intention to hold the Warrant for the minimum capital gains period specified
under tax statutes, for a deferred sale, for or until an increase or decrease in
the market price of the Warrant, or for a period of one year or any other fixed
period in the future.


	Holder further understands that this Warrant must be held
indefinitely unless subsequently registered under the Act and any applicable
state securities laws, or unless exemptions from registration are otherwise
available.  Moreover, Holder understands that the Company is under no obligation
to register this Warrant.


	Holder is aware of the provisions of Rule 144 and
144A, promulgated under the Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly, from the
issuer thereof (or from an affiliate of such issuer), in a non-public offering
subject to the satisfaction of certain conditions, if applicable, including,
among other things:  The availability of certain public information about the
Company, the resale occurring not less than two years after the party has
purchased and paid for the securities to be sold; the sale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a market maker (as said term is defined under the Securities Exchange Act of
1934, as amended) and the amount of securities being sold during any three-month
period not exceeding the specified limitations stated therein.


	Holder further understands that at the time it wishes to
sell this Warrant there may be no public market upon which to make such a sale,
and that, even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rule 144 and
144A, and that, in such event, Holder may be precluded from selling this Warrant
under Rule 144 and 144A even if the two-year minimum holding period had
been satisfied.


	Holder further understands that in the event all of the
requirements of Rule 144 and 144A are not satisfied, registration under the
Act, compliance with Regulation A, or some other registration exemption
will be required; and that, notwithstanding the fact that Rule 144 and 144A
are not exclusive, the Staff of the SEC has expressed its opinion that persons
proposing to sell private placement securities other than in a registered
offering and otherwise than pursuant to Rule 144 and 144A will have a
substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their own
risk.


	Disposition of Warrant or Shares.  With respect to
any offer, sale or other disposition of this Warrant or any shares of Common
Stock acquired pursuant to the exercise of this Warrant prior to registration of
such Warrant or shares, Holder hereof and each subsequent Holder agrees to give
written notice to the Company prior thereto, describing briefly the manner
thereof, together with a written opinion of Holder's counsel, if reasonably
requested by the Company, to the effect that such offer, sale or other
disposition may be effected without registration or qualification (under the Act
as then in effect or any federal or state law then in effect) of this Warrant or
such shares of Common Stock and indicating whether or not under the Act
certificates for this Warrant or such shares of Common Stock to be sold or
otherwise disposed of require any restrictive legend as to applicable
restrictions on transferability in order to ensure compliance with such law.
Promptly upon receiving such written notice and reasonably satisfactory opinion,
if so requested, the Company, as promptly as practicable, shall notify Holder
that Holder may sell or otherwise dispose of this Warrant or such shares of
Common Stock, all in accordance with the terms of the notice delivered to the
Company.  If a determination has been made pursuant to this Section 7.3 that the
opinion of counsel for Holder is not reasonably satisfactory to the Company, the
Company shall so notify Holder promptly after such determination has been made
and shall specify in detail the legal analysis supporting any such conclusion.
Notwithstanding the foregoing, this Warrant or such shares of Common Stock may,
as to such federal laws, be offered, sold or otherwise disposed of in accordance
with Rule 144 or 144A under the Act, provided that the Company shall have
been furnished with such information as the Company may reasonably request to
provide a reasonable assurance that the provisions of Rule 144 or 144A have
been satisfied.  Each certificate representing this Warrant or the shares of
Common Stock thus transferred (except a transfer pursuant to Rule 144 or
144A) shall bear a legend as to the applicable restrictions on transferability
in order to ensure compliance with such laws, unless in the aforesaid opinion of
counsel for Holder, such legend is not required in order to ensure compliance
with such laws.  The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.


	Excepted Transfers.  Neither any restrictions of
any legend described in this Warrant nor the requirements of Section 7.3
above shall apply to any transfer without any additional consideration of, or
grant of a security interest in, this Warrant or any part hereof (i) to a
partner of Holder if Holder is a partnership, (ii) by Holder to a
partnership of which Holder is a general partner, or (iii) to any affiliate
of Holder if Holder is a corporation; provided, however, in any such
transfer, the transferee shall on the Company's request agree in writing to be
bound by the terms of this Warrant as if an original signatory hereto.


	Rights as Shareholders; Information.   Holder
shall not be entitled to vote or receive dividends or be deemed a holder of
Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon Holder, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise
until this Warrant shall have been exercised and the Warrant Shares purchasable
upon the exercise hereof shall have become deliverable, as provided herein.
Notwithstanding the foregoing, the Company will transmit to Holder such
information, documents and reports as are generally distributed to holders of
any class or series of the securities of the Company concurrently with the
distribution thereof to the shareholders and will, upon written request by
Holder to the Chief Financial Officer of the Company from time to time (but not
more often than twice in any 12-month period) provide to Holder copies of the
following documents within a reasonable time after such request (but in all
events only to the extent that, and no sooner than the time that, such documents
have been made available to the Company's stockholders ): (i) the Company's most
recent audited annual financial statements or, if audited statements are not
available, then the Company's unaudited annual financial statements as of the
end of the Company's most recently ended fiscal year  and (ii) unaudited
quarterly financial statements for each quarter of the Company's fiscal year
since the date of the annual financial statements delivered pursuant to clause
(i)  above.  Notwithstanding the preceding sentence, during any period in which
the Company has outstanding a class of publicly-traded securities or is for any
reason a reporting company under the Securities Exchange Act of 1934, it shall
be sufficient compliance to provide copies of its most recent Form 10-K and
annual report, any Form 10-Qs and/or 8-Ks filed by the Company with the SEC
since the  date of such Form 10-K, and any proxy statements.


	Market Standoff.
Holder, by acceptance hereof, agrees that Holder will not, without the prior
written consent of the lead underwriter of the initial public offering of the
Common Stock of the Company pursuant to a Public Offering, directly or
indirectly offer to sell, contract to sell (including, without limitation, any
short sale), grant any option for the sale of, acquire any option to dispose of,
or otherwise dispose of any Warrant Shares for a period of 180 days following
the day on which the registration statement filed on behalf of the Company in
connection with the Public Offering shall become effective by order of the
SEC.


	Miscellaneous



	Modification and Waiver.  This Warrant and any
provision hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of the same
is sought.


	Notices.  Any notice, request, communication or
other document required or permitted to be given or delivered to Holder hereof
or the Company shall be delivered, or shall be sent by certified or registered
mail, postage prepaid, to Holder at its address as shown on the books of the
Company or to the Company at the address indicated therefor on the signature
page of this Warrant.


	Binding Effect on Successors.  This Warrant shall
be binding upon any corporation succeeding the Company by merger, consolidation
or acquisition of all or substantially all of the Company's assets, and all of
the obligations of the Company relating to the Common Stock issuable upon the
exercise or conversion of this Warrant shall survive the exercise, conversion
and termination of this Warrant and all of the covenants and agreements of the
Company shall inure to the benefit of the successors and assigns of Holder
hereof.  The Company will, at the time of the exercise or conversion of this
Warrant, in whole or in part, upon request of Holder hereof but at the Company's
expense, acknowledge in writing its continuing obligation to Holder hereof in
respect of any rights (including, without limitation, any right to registration
of the shares of Registrable Securities) to which Holder hereof shall continue
to be entitled after such exercise or conversion in accordance with this
Warrant; provided, that the failure of Holder hereof to make any such
request shall not affect the continuing obligation of the Company to Holder
hereof in respect of such rights.


	Lost Warrants or Stock Certificates.  The Company
covenants to Holder hereof that, upon receipt of evidence reasonably
satisfactory to the Company (such as an affidavit of Holder) of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate and, in the
case of any such loss, theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Company, or in the case of any such mutilation
upon surrender and cancellation of such Warrant or stock certificate, the
Company will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock
certificate.


	Descriptive Headings.  The descriptive headings of
the several paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant.


	Governing Law.  This Warrant shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of California.


	Survival of Representations, Warranties and
Agreements.  All representations and warranties of the Company and Holder
hereof contained herein shall survive the date of grant, the exercise or
conversion of this Warrant (or any part hereof) or the termination or expiration
of rights hereunder.  All agreements of the Company and Holder hereof contained
herein shall survive indefinitely until, by their respective terms, they are no
longer operative.


	Remedies.  In case any one or more of the
covenants and agreements contained in this Warrant shall have been breached,
Holder (in the case of a breach by the Company), or the Company (in the case of
a breach by Holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited to,
an action for damages as a result of any such breach and/or an action for
specific performance of any such covenant or agreement contained in this
Warrant.


	Acceptance.  Receipt of this Warrant by Holder
hereof shall constitute acceptance of and agreement to the foregoing terms and
conditions.


	No Impairment of Rights.  The Company will not, by
amendment of its Certificate of Incorporation or through any other means, avoid
or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of Holder against
impairment.


	Entire Agreement.
This Warrant constitutes the entire agreement between the parties pertaining to
the subject matter herein and supersedes all prior and contemporaneous
agreements, representation and undertakings of the parties.


	Attorneys' Fees.  In any litigation, arbitration
or other legal proceeding between the Company and Holder relating to or arising
out of this Warrant, the prevailing party shall be entitled to recover all its
fees, costs and expenses incurred in connection with such proceeding, including
(but not limited to) reasonable fees and expenses of attorneys and accountants
and including (but not limited to) all such fees, costs and expenses incurred in
connection with any appeals and/or in connection with the enforcement of any
judgment or award rendered in such proceeding.

In Witness Whereof, the Company has duly caused
this Warrant to be signed by its duly authorized officer and to be dated as of
April 1, 2000.

Exelixis, Inc.



 

By:

Name: Glen Y. Sato

Title: Chief Financial Officer



 

EXHIBIT A



Subscription Form



 

Dated ___________, ______



Exelixis, Inc.

260 Littlefield Avenue

South San Francisco, CA 94080

Attention: Chief Financial Officer

Ladies and Gentlemen:
The undersigned hereby elects to exercise the
warrant issued to it by Exelixis, Inc. (the "Company") and dated April1, ___,
2000, Warrant No. ___ (the "Warrant") and to purchase thereunder
__________________________________ shares of the Common Stock of the Company
(the "Shares") at a purchase price of
___________________________________________ Dollars ($__________) per Share or
an aggregate purchase price of __________________________________ Dollars
($__________) (the "Purchase Price"); or

The undersigned hereby elects to convert
_______ percent (___%) of the value of the Warrant pursuant to the provisions of
Section 2.2 of the Warrant.




Pursuant to the terms of the Warrant the undersigned has
delivered the Purchase Price herewith in full in cash or by certified check or
wire transfer (unless the second alternative above has been marked).  

Very truly yours,



By: 

Title: