UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of report (Date of earliest event reported): May 6, 2003

                                 EXELIXIS, INC.
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               (Exact Name of Registrant as Specified in Charter)

         Delaware                      0-30235                 04-3257395
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      (State or Other           (Commission File Number)      (IRS Employer
Jurisdiction of Incorporation)                              Identification No.)


                                 170 Harbor Way
                                  P.O. Box 511
                      South San Francisco, California 94083
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        (Address of principal executive offices, and including zip code)

                                 (650) 837-7000
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              (Registrant's telephone number, including area code)


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ITEM 5. OTHER EVENTS

On May 6, 2003, Exelixis, Inc. (the "Company") issued a press release announcing
the departure of the Company's Chief Financial Officer. A copy of the press
release is attached hereto as Exhibit 99.1.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(i) Exhibits

Exhibit 99.1      Press release entitled "Exelixis Announces Departure of
                  Chief Financial Officer," dated May 6, 2003.





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                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: May 6, 2003

                              Exelixis, Inc.


                              /s/ Glen Y. Sato

                              --------------------------------------------------
                              Glen Y. Sato
                              Senior Vice President, Chief Financial Officer and
                              General Counsel
                              (Principal Financial and Accounting Officer)



                                                                    EXHIBIT 99.1



                                                                    News Release



                 Contact:     Jane M. Green, Ph.D.
                              VP, Corporate Communications
                              Exelixis, Inc.
                              650 837 7579
                              jmgreen@exelixis.com
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            EXELIXIS ANNOUNCES DEPARTURE OF CHIEF FINANCIAL OFFICER

SOUTH SAN FRANCISCO, Calif. - May 6, 2002 - Exelixis, Inc. (Nasdaq: EXEL)
announced that Glen Y. Sato, senior vice president, chief financial officer and
general counsel, is leaving the company to assume the position of chief
financial officer at Protein Design Labs. Mr. Sato's resignation as an officer
and transition from his role at Exelixis will be effective in early June 2003.
Prior to joining Exelixis three years ago, Mr. Sato served at PDL for six years,
most recently as PDL's vice president, legal and general counsel. Exelixis is in
the process of aggressively recruiting a seasoned financial executive with
significant operating and commercial experience to assume the position of chief
financial officer, and anticipates announcing this appointment in the near term.

"Glen has made a real contribution to Exelixis' evolution into a product-focused
company through his prudent judgment and legal counsel, as well as his integrity
and skill in the financial management of our company," said George A. Scangos,
Ph.D., president and chief executive officer. "We respect and support Glen's
decision to return to his former company and to be part of its next stage of
growth and development, and the management team and board of directors of
Exelixis join me in wishing him well in his future career pursuits. We
anticipate effecting a very smooth transition over the next few weeks and will
look forward to announcing a new chief financial officer for our team very
shortly."

Exelixis, Inc. (Nasdaq: EXEL) is a leading genomics-based drug discovery company
dedicated to the discovery and development of novel therapeutics. The company is
leveraging its fully integrated gene-to-drug platform to fuel the growth of its
proprietary drug pipeline. Exelixis has established broad corporate alliances
with major pharmaceutical and biotechnology companies, including
GlaxoSmithKline, Bristol-Myers Squibb, and Protein Design Labs. The company has
also established agricultural research collaborations with Bayer CropScience,
Dow Agrosciences and Renessen. Other partners include Merck, Schering-Plough
Research Institute, Cytokinetics, Elan and Scios. For more information, please
visit the company's web site at www.exelixis.com.
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The forward looking statements contained in this press release involve risks and
uncertainties that may affect our research and development efforts, as more
fully discussed in the "Risk Factors" section of our filing with the U.S.
Securities and Exchange Commission. These risks and uncertainties include, but
are not limited to, the timing of recruitment and hiring of a new chief
financial officer.

Exelixis and the Exelixis logo are registered U.S. trademarks.