CANCER COLLABORATION AGREEMENT





THIS  CANCER  COLLABORATION AGREEMENT (the "Agreement") is made and entered into

as  of  July  17,  2001  (the "Effective Date") by and between EXELIXIS, INC., a

Delaware  corporation  having its principal place of business at 170 Harbor Way,

P.O.  Box  511,  South  San  Francisco,  California  94083  ("Exelixis"),  and

BRISTOL-MYERS  SQUIBB COMPANY, a Delaware corporation having its principal place

of  business  at  Route 206 and Province Line Road, Princeton, NJ 08543 ("BMS").

Exelixis  and BMS are sometimes referred to herein individually as a "Party" and

collectively  as  the  "Parties."





                                    RECITALS



A.     BMS  is  a  multinational  health  care  company  that  has expertise and

capability  in  developing  and marketing human pharmaceuticals and has research

and  development  programs.



B.     Exelixis  is a multinational biotechnology company that has expertise and

proprietary  technology  relating  to genetic model systems, functional genomics

and  computational  biology  and  is  applying  such  technology to discover and

validate  targets  for  drug  discovery  in  a  variety  of  disease  areas.



C.     BMS  and  Exelixis  desire  to  establish  a  collaboration to apply such

Exelixis  technology and expertise to the identification and characterization of

biochemical  pathways  and  targets  in specific research areas relevant to cell

growth and proliferation, to generate small molecule therapeutic or prophylactic

compounds  directed against such targets, and to provide for the development and

commercialization  of  novel therapeutic and prophylactic products based on such

research.



NOW,  THEREFORE,  the  Parties  agree  as  follows:



1.     DEFINITIONS



The following terms shall have the following meanings as used in this Agreement:



     1.1     "ABANDONED  TARGET"  means  [  *  ]



     1.2  "AFFILIATE"  means,  with  respect  to  a  particular Party, a person,

corporation,  partnership, or other entity that controls, is controlled by or is

under common control with such Party. For the purposes of the definition in this

Section  1.2, the word "control" (including, with correlative meaning, the terms

"controlled  by"  or  "under  the  common control with") means the actual power,

either  directly  or indirectly through one or more intermediaries, to direct or

cause  the  direction  of the management and policies of such entity, whether by

the  ownership  of  at  least  fifty  percent  (50%) of the voting stock of such

entity,  or  by  contract  or  otherwise.



     1.3  "ASSAY"  means  [  *  ].



     1.4  "BACK-UP  COMPOUND"  means  [  *  ].



     1.5  "BMS  COLLABORATION  PRODUCT"  means  [  *  ].



     1.6  "BMS KNOW-HOW" means all Information Controlled by BMS (other than BMS

Patents)  and  its Affiliates during the term of the Agreement that is necessary

or  reasonably useful for Exelixis to exercise the rights licensed or granted to

it  under  Sections  5.3 and 5.5 hereof and/or to perform its obligations to the

Collaboration  under  this  Agreement.



     1.7  "BMS  PATENTS" means all Patents Controlled by BMS and its Affiliates,

including  Patents  Controlled  jointly  with  Exelixis, during the term of this

Agreement  that  are necessary or reasonably useful for Exelixis to exercise the

rights  licensed or granted to it under Section 5.3 (or which may be acquired by

it  under  Section  5.5  hereof)  and/or  to  perform  its  obligations  to  the

Collaboration  under  this  Agreement.



     1.8  "BMS  PRODUCT"  means  [  *  ].



     1.9  "BMS  SELECTED  TARGET"  means  [  *  ].



     1.10  "BMS  SOLE  PRODUCT"  means  [  *  ].



     1.11  "COLLABORATION" means all the activities performed by or on behalf of

Exelixis  or  BMS  in the course of performing work contemplated in Article 2 or

Section  3.1  or  3.5.



     1.12  "COLLABORATION  COMPOUND"  means  [  *  ].



For  clarity,  any  compound  licensed in by BMS from Third Parties for activity

against a BMS Selected Target shall not be deemed to be a Collaboration Compound

for  milestone  and  royalty  purposes  hereunder  unless  such  compound is (A)

acquired  as  a  result of the use or subsequently developed through the use, to

any  material  extent,  of  any Information relating to such BMS Selected Target

that  Remained Confidential to Exelixis at the time of use or (B) developed in a

manner or acquired as a result of activity that would otherwise have infringed a

claim  of  an  issued  or  published  (and subsequently issued) Exelixis Patent.



BMS  shall  not  have  any development or commercialization license rights under

Section  5.1(a)(iv)  with  respect  to  any  compound  that  fails  to  meet the

definition  of  a  Collaboration  Compound.  The preceding sentence shall not be

interpreted  as preventing BMS from developing or commercializing, on account of

its  ability to modulate a target other than a BMS Selected Target, a derivative

of a Lead Compound or a Back-up Compound wherein such derivative (A) was made by

BMS  pursuant  to  its license in Section 5.1(a)(iv), (B) is not a Collaboration

Compound  and (C) (1) for which the manufacture and use of such derivative would

not  infringe  an  EXEL  Patent  and  (2)  is  not  manufactured,  developed  or

commercialized through the use of EXEL Know-How that Remains Confidential at the

time  of  use.



     1.13     "CONTROLLED"  means,  with respect to any gene, protein, compound,

material, Information or intellectual property right, that the Party owns or has

a license to such gene, protein, compound, material, Information or intellectual

property right and has the ability to grant to the other Party access, a license

or  a  sublicense  (as  applicable)  to  such gene, protein, compound, material,

Information  or  intellectual  property  right  as  provided  for herein without

violating  the terms of any agreement or other arrangements with any Third Party

existing  at  the time such Party would be first required hereunder to grant the

other  Party  such  access,  license  or  sublicense.



     1.14  "DEVELOPMENT  FIELD"  means  [  *  ].



     1.15  "DILIGENT  EFFORTS"  means  [  *  ].



     1.16  "DECISION  POINT  1  (DP1)  APPROVAL"  means  [  *  ].



     1.17  "DP1  ORTHOLOGUE"  means  [  *  ].



     1.18  "DRAFT  TARGET  POOL"  means  [  *  ].



     1.19  "ELIGIBLE  TARGET"  means  [  *  ].



     1.20  "EXEL  COMPOUND"  means  [  *  ].



     1.21  "EXEL  KNOW-HOW"  means all Information Controlled by Exelixis (other

than  EXEL  Patents  or Target Inventions invented solely or jointly by BMS) and

its  Affiliates during the term of the Agreement that is necessary or reasonably

useful  for  BMS to exercise the rights licensed or granted to it under Sections

5.1  and 5.2 hereof and/or to perform its obligations to the Collaboration under

this  Agreement.



     1.22  "EXEL  PATENTS"  means  all  Patents  Controlled  by Exelixis and its

Affiliates (other than Patents claiming Target Inventions invented solely by BMS

or jointly by BMS with Exelixis, but including Patent claiming Target Inventions

invented  solely  by  Exelixis),  including Patents Controlled jointly with BMS,

during the term of the Agreement that are necessary or reasonably useful for BMS

to  exercise  the  rights licensed or granted to it under Section 5.1 hereof (or

which  may  be  acquired  by  it under Sections 5.2(b) and 5.5 hereof) and/or to

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