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. __________



     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 6,000 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 Three Dollars

($3.00) (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."



     1. 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").



     2. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT.



        2.1 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



{PAGE}



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.



        2.2 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

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