Slough





 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-12______


 

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 Slough Estates USA Inc., a Delaware corporation (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 94,500 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 April 1, 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: