THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as

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

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

P.O.  Box  511,  South  San  Francisco,  California  94083  (including,  its

subsidiaries,  the  "Company"),  and  BRISTOL-MYERS  SQUIBB  COMPANY, a Delaware

corporation  having  its  principal  place of business at Route 206 and Province

Line  Road,  Princeton,  NJ  08543 ("Purchaser").  The Company and Purchaser are

sometimes  referred  to herein individually as a "Party" and collectively as the

"Parties."



                                    RECITALS



     WHEREAS,  the  Company  and  Purchaser  have entered into an arrangement to

collaborate  in  certain  business and technology matters pursuant to which they

are  parties  to  a Cancer Collaboration Agreement and a License Agreement, each

dated  of  even  date  herewith  (such  Cancer  Collaboration Agreement and such

License Agreement, together with all ancillary documents thereto and hereto, are

hereinafter  collectively referred to as the "Transaction Documents") and desire

to further this relationship through the purchase of an equity investment in the

Company  by  Purchaser;  and



     WHEREAS,  Purchaser  and the Company have each determined that it is in the

best  interests  of their respective stockholders for Purchaser to purchase from

the  Company  newly issued shares of common stock, par value $.001 per share, of

the  Company (the "Common Stock"), at a 100% premium to market with an aggregate

purchase  price  of  approximately Twenty Million Dollars ($20,000,000) upon the

Closing  (as  defined  in  Section  2.1(a)).



                                    AGREEMENT



     NOW  THEREFORE,  the  parties  agree  as  follows:



1.     AUTHORIZATION  AND  SALE  OF  SHARES

       ------------------------------------



     1.1  AUTHORIZATION. The Company has authorized the issuance and sale of the

Shares  pursuant  to  the  terms  and  conditions  hereof.



     1.2  ISSUANCE  AND SALE. Subject to the terms and conditions hereof, on the

Closing  Date,  the Company will issue and sell to Purchaser, and Purchaser will

purchase  from the Company the number of shares of Common Stock (rounded down to

the nearest whole number) (the "Shares") equal to the number derived by dividing

(a)  Twenty  Million  Dollars ($20,000,000) by (b) (i) the average closing price

for  the  Common Stock for the fifteen (15) trading day period commencing on the

twentieth (20th) trading day prior to and including the Closing Date (as defined

in  Section  2.1(a)),  as  reported  on  the  Nasdaq  Stock  Market (the "ACP"),

multiplied  by  (ii)  two  (such  purchase  being hereinafter referred to as the

"Purchase").  The  purchase  price per Share shall be the ACP multiplied by two.



                                 $20,000,000

     Thus,          Shares  =  ----------------

                                 (ACP  *  2)



For  example,  if the ACP during the applicable period was $17.00, the number of

shares  purchased  pursuant  to  this  Agreement  would  be:



                                 $20,000,000

            Sample  shares  =  ---------------

                                 ($17  *  2)



or,  588,235.29,  which  rounds  down to 588,235 Shares at an aggregate purchase

price  of  $19,999,990.00  (i.e.,  588,235  x  $34).



2.     CLOSINGS;  DELIVERY

       -------------------



     2.1  CLOSING.



          (A)  CLOSING  DATE. The closing of the purchase and sale of the Shares

(the  "Closing")  shall  be  held at 10:00 a.m. California time on the Effective

Date  (the  "Closing  Date"),  or  at such other time or date as the Company and

Purchaser  may  agree  in  writing.



          (B)  LOCATION.  The  Closing  shall be held at the Company's principal

offices,  170 Harbor Way, South San Francisco, California or at such other place

as  the  Company  and  Purchaser  may  agree  in  writing.



     2.2 DELIVERY. Subject to the terms and conditions of this Agreement, at the

Closing  the Company will deliver to Purchaser a copy of correspondence from the

Company  to  the  Company's stock transfer agent dated no later than the Closing

Date,  which directs the Company's transfer agent to prepare and deliver a stock

certificate  representing  the  Shares  as soon as possible, and shall take such

further actions as are necessary to cause the stock certificate representing the

Shares  to  be  delivered  to  Purchaser  as  soon  as practicable following the

Closing.  The  purchase price as determined pursuant to Section 1.2 hereof shall

be  paid  by  wire  transfer  in  immediately  available  funds to the following

account:

         Silicon  Valley  Bank,  Santa  Clara,  CA

         ABA  Routing:  121-140-399

         Acct  Number:  33001-60643

         FBO:  Exelixis,  Inc.



3.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY

       --------------------------------------------------

     The  Company  hereby  represents  and  warrants  to  Purchaser  as follows:



     3.1  CORPORATE  ORGANIZATION  AND  AUTHORITY.  The  Company:



          (A)  is  a corporation duly organized, validly existing, authorized to

exercise  all  its corporate powers, rights and privileges, and in good standing

in  the  State  of  Delaware;



          (B)  has  the  corporate power and authority to own, lease and operate

its  properties and to carry on its business as now conducted and as proposed to

be  conducted;  and



          (C)  is qualified as a foreign corporation and in good standing in the

State  of  California and in all other jurisdictions in which such qualification

is  required;  provided,  however,  that  the Company need not be qualified in a

jurisdiction  in  which its failure to qualify would not have a Material Adverse

Effect.  When  used  in  connection with the Company, the term "Material Adverse

Effect"  means  any  change  or  event  that  is  or  is reasonably likely to be

materially  adverse  to  the  financial  condition or operations of the Company.



     3.2  AUTHORIZATION.  All  necessary  corporate  action  on  the part of the

Company  for  the  execution,  delivery and performance of all obligations under

this Agreement, for the consummation of the transactions contemplated hereby and

for  the  issuance and delivery of the Shares has been taken, and this Agreement

constitutes a valid and legally binding obligation of the Company enforceable in

accordance  with  its  terms.



     3.3  VALIDITY  OF  SHARES.  The  Shares, when issued, sold and delivered in

accordance with the terms and for the consideration set forth in this Agreement,

shall be duly and validly issued and outstanding, fully paid, nonassessable, and

free  and  clear of all pledges, liens, encumbrances and restrictions other than

the  restrictions  on  transfer  set  forth  in  Section  4.3.



     3.4  NO  CONFLICTS;  REQUIRED  FILINGS.



          (A) The business and operations of the Company have been and are being

conducted  in  accordance with all applicable laws, rules and regulations of all

governmental  authorities,  except for such violations of applicable laws, rules

and  regulations  which  would  not,  individually  or  in the aggregate, have a

Material  Adverse  Effect. The Company is not in violation of its Certificate of

Incorporation  or  Bylaws  nor  in  violation of, or in default under, any lien,

indenture,  mortgage,  lease,  agreement, instrument, commitment or arrangement,

except for such defaults which would not, individually or in the aggregate, have

a  Material  Adverse  Effect, or subject to any restriction which would prohibit

the  Company  from  entering  into  or  performing  its  obligations  under this

Agreement.



          (B)  The  execution, delivery and performance of this Agreement by the

Company  will not result in any violation of, be in conflict with, or constitute

a  default  under,  with  or without the passage of time (assuming no changes in

currently  existing  laws)  or  the giving of notice of (i) any provision of the

Company's Certificate of Incorporation or Bylaws as effective on the date hereof

and  on the Closing Date; (ii) any provision of any judgment, decree or order to

which  the  Company  is  a  party  or  by  which it is bound; (iii) any material

contract,  obligation  or commitment to which the Company is a party or by which

it  is  bound;  or  (iv)  to  the  Company's  knowledge,  any  statute,  rule or

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