ASSIGNMENT AND ASSUMPTION OF LEASE



         THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made as

of September 28, 2000, by and between EXELIXIS, INC., a Delaware corporation

formerly known as Exelixis Pharmaceuticals, Inc. ("Assignor"), and CYTOKINETICS,

INC., a Delaware corporation ("Assignee").



                                    RECITALS



         A. Britannia Pointe Grand Limited Partnership, a Delaware limited

partnership as "Landlord", and MetaXen, LLC, a Delaware limited liability

company ("MetaXen") as "Tenant", entered into that Build-to-Suit Lease dated May

27,1997 as amended by the First Amendment to Lease (the "First Amendment"),

dated as of April 13, 1998 and the Second Amendment to Lease (the "Second

Amendment"), dated as of July 11, 1999 (collectively, the "Lease") for the

following described premises (the "Premises"):



                  Approximately 50,195 square feet in Building H located at

                  Britannia Pointe Grand Business Park and commonly known as 280

                  East Grand Avenue, South San Francisco, California 94080.



         B. Pursuant to that certain Assignment and Assumption Agreement and

Consent (the "Assignment and Assumption"), dated as of July 11, 1999 among

Landlord, MetaXen, Assignor and Xenova Group, PLC ("Xenova"), MetaXen assigned

to Assignor all of its right, title and interest in and to the Lease and

Assignor assumed all of MetaXen's obligations under the Lease.



         C. Pursuant to that certain Sublease Agreement dated May 1, 1998 as

amended by the First Amendment to Sublease Agreement dated July 20, 1999 by and

between Assignee, as "Sublessee" and MetaXen, as "Sublessor" (the "Sublease"),

MetaXen leased to Assignee a portion of the Premises consisting of approximately

13,750 leaseable square feet as more particularly described in the Sublease.



         D. Pursuant to the terms and conditions of that certain Agreement and

Consent dated as of July 20, 1999 by and among Landlord, Assignor and Assignee

(the "Consent Agreement"), Assignor agreed to assign its interest as "Tenant"

under the Lease to Assignee and Assignee agreed to assume all obligations of

Assignor as "Tenant" under the Lease on the terms and conditions contained,

therein.



                            ASSIGNMENT AND ASSUMPTION



         NOW, THEREFORE, for good and valuable consideration the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as

follows.



         1. Assignment of Lease. Assignor hereby sells, transfers, assigns and

sets over all of Assignor's right, title and interest in and to the Lease to

Assignee.



                                       1

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         2. Assumption of Lease. Assignee hereby agrees to assume the Lease and

to faithfully perform all of the covenants, duties and obligations of Assignor,

as "Tenant" under the Lease.



         3. Release of Assignor. Pursuant to the terms of the Consent Agreement,

Landlord agreed, effective upon the execution and delivery of this Assignment

and the satisfaction of certain other conditions set forth therein, to release

Assignor from all covenants, duties and obligations of the "Tenant" under the

Lease arising after the date of this Assignment.



         4. Assignor's Representations and Warranties. Assignor represents and

warrants to Assignee that it has not assigned, transferred or conveyed its

interest in the Lease to any other person, firm or entity, that it has full

power and authority to make this Assignment, that the Lease is not in default

and has been performed by Assignor according to its terms, that Assignor knows

of no claims or defenses or circumstances which, with the passage of time, would

lead to claims or defenses by Landlord under the Lease and that the Sublease (as

hereinafter defined), when consented to by Landlord, does not violate any

provision of the Lease.



         5. Assignee's Representations and Warranties. Assignee represents and

warrants to Assignor that it has full power and authority to enter into this

Assignment, to assume the Lease as provided above and to perform its obligations

thereunder.



         6. Assignor's Option to Sublease. Assignee acknowledges and agrees

that, pursuant to the terms of the Consent Agreement, Assignor has the option to

sublease a portion of the Premises from Assignee. Assignee further acknowledges

and agrees that Assignor has exercised such option by giving written notice

thereof to Assignee. As a condition precedent to the effectiveness of this

Assignment, Assignor and Assignee shall execute and deliver that certain

Sublease Agreement in the form attached hereto as Exhibit A (the

"Cytokinetics-Exelixis Sublease").



         7. Return of Security Deposit. Concurrently with the execution and

delivery of this Assignment, Assignor shall return to Assignee the security

deposit deposited by Assignee with Assignor pursuant to the Sublease, which

security deposit is in the amount of $104,500.00



         8. Brokers. Assignor and Assignee each warrants and represents for the

benefit of the other that it has had no dealings with any real estate broker or

agent in connection with the negotiation of this Assignment and that it knows of

no real estate broker or agent who is or might be entitled to a real estate

brokerage, commission or finder's fee in connection with this Assignment.



         9. Full Force and Effect Assignor and Assignee hereby agree that this

Assignment will in no way change or modify the terms of the Lease, and Assignor

and Assignee hereby ratify and agree that the terms of the Lease remain in full

force and effect.



         10. Memorandum: If requested by either party hereto, a mutually

satisfactory memorandum of this Agreement shall be executed and recorded in the

official records of San Mateo County, California.



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{PAGE}



         11. Successors and Assigns. This Assignment shall inure to the benefit

of, and shall be binding upon, the parties hereto and their respective heirs,

representatives, successors and assigns.



         12. Governing Law. This Assignment shall be governed by and construed

in accordance with the laws of the State of California.



         13. Counterparts. This Assignment may be executed in multiple

counterparts, which taken together, shall constitute one and the same

instrument.



                    [There is no further text on this page.]



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IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly

executed as of the date first set forth above.



                                ASSIGNOR:



                                EXELIXIS, INC.,

                                a Delaware corporation

                                formerly known as Exelixis Pharmaceuticals, Inc.



                                By: /s/ Glen Sato

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

                                Name: Glen Sato

                                Title: CFO



                                By: /s/ [ILLEGIBLE]

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

                                Name: [ILLEGIBLE]

                                Title: [ILLEGIBLE]



                                ASSIGNEE:



                                CYTOKINETICS, INC.,

                                a Delaware corporation



                                By: /s/ James Sabry

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

                                Name: James Sabry

                                Title: CEO



                                By: /s/ Robert Blum

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

                                Name: Robert Blum

                                Title: VP Business Development



                                       4

{PAGE}



                               CONSENT BY LANDLORD



         Britannia Pointe Grand Limited Partnership ("Landlord") is the owner of

the interest of the "Landlord" under the Lease Landlord hereby consents to the

assignment of the Lease by Assignor to Assignee, the assumption of the Lease by

Assignee as provided above, and releases Assignor from all of its obligations as

Tenant arising under the Lease after the date hereof. Landlord acknowledges and

agrees that the obligation of Assignee to deliver warrants to Landlord is

governed solely by the terms of Paragraph l(a) of the Consent Agreement and that

Assignee shall have no additional obligation to deliver additional warrants to

Landlord whether pursuant to the Lease, the First Amendment or otherwise.

Landlord further acknowledges and agrees that Assignee has fully discharged its

obligation to Landlord with respect to such warrants prior to the date hereof

and has fulfilled all other conditions precedent to Landlord's consent to the

assignment and assumption of the Lease as set forth in Paragraph l(a) or

elsewhere in the Consent Agreement. Landlord represents and warrants to Assignee

that (i) Landlord knows of no claims or defenses or circumstances, which with

the passage of time, would lead to claims or defenses by Landlord against

Assignee as tenant under the Lease; (ii) the Sublease does not violate any

provision of the Lease; (iii) no provision of the Sublease is in violation of

the terms of the Lease; and (iv) all rent and other charges due under the Lease

have been paid through and including September 30, 2000.



                                LANDLORD:



                                BRITANNIA POINTE GRAND LIMITED

                                PARTNERSHIP, a Delaware limited partnership

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