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): October 30, 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 and Required FD Disclosure. On October 30, 2003, Exelixis, Inc. (the "Company") issued a press release announcing the departure of the Company's President, Research and Development and Chief Scientific Officer. A copy of the press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit 99.1 Press release entitled "Exelixis Announces R&D Management Changes," dated October 30, 2003.

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: October 30, 2003 Exelixis, Inc. /s/ Kristine M. Ball ----------------------------------------- Kristine M. Ball Interim Chief Financial Officer (Principal Financial and Accounting Officer)

                                                                    EXHIBIT 99.1


For Immediate Release
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                                                                        Contact:
                                                                        --------
                                                            Jane M. Green, Ph.D.
                                                    VP, Corporate Communications
                                                                  Exelixis, Inc.
                                                                    650 837 7579
                                                            jmgreen@exelixis.com

                    EXELIXIS ANNOUNCES R&D MANAGEMENT CHANGES

SOUTH SAN FRANCISCO, Calif. - October 30, 2003 - Exelixis, Inc. (Nasdaq: EXEL)
announced that Geoffrey Duyk, M.D., Ph.D., will leave the position of president,
research and development and chief scientific officer of the company in order to
pursue other professional opportunities. Dr. Duyk's departure will become
effective at the end of the year. Frank McCormick, Ph.D., a member of Exelixis'
board of directors, and Director of the University of California, San Francisco
Comprehensive Cancer Center, and the David A. Wood Professor of Tumor Biology
and Cancer Research in the Department of Microbiology and Immunology at UCSF,
will assume a senior advisory role in the company's research and development
organization. Greg Plowman, M.D., Ph.D., Michael Morrissey, Ph.D., and Jeffrey
Latts, M.D., will continue in their current respective roles of senior vice
president of research, senior vice president of discovery research, and chief
medical officer, and will work closely with Dr. Duyk, Dr. McCormick and chief
executive officer George Scangos to effect a smooth transition in the management
of Exelixis' research and development organization.

"Geoff made a very significant contribution to the company's development and the
establishment of a highly productive research and development capability and
excellence in all aspects of its operations," said George A. Scangos, Ph.D.,
president and chief executive officer. "Geoff was instrumental in helping to
build the company's strong foundation, and has been a valued friend and
colleague, member of the executive management team and board of directors.
Everyone at Exelixis respects and supports his choice to embark upon new
professional challenges at this point in his life, and we wish him all the
best."

Continued Dr. Scangos: "Today, Exelixis is a product-focused company with
multiple projects advancing rapidly in clinical development. We have a growing
pipeline of exciting cancer compounds, an experienced, accomplished and
committed senior management team in R&D and a strong business group focused on
implementing strategies for establishing a commercially successful company.
Frank McCormick is a highly creative and innovative cancer researcher,
entrepreneur and business executive who has been able to pragmatically apply his
insights to develop new generations of cancer therapeutics. I have known Frank
for many years and look forward to the opportunity to work closely with him to
continue Exelixis' development into a first-rank cancer company that will bring
innovative, effective cancer treatments to patients in need. His energy,
enthusiasm, and expertise will be valuable assets to Exelixis as we seek to
develop our pipeline of clinical compounds and establish our company as a leader
in cancer therapeutics."

Said Geoff Duyk: "It has been a privilege to work with George, the Exelixis
board of directors and the many talented and dedicated people of Exelixis, and
to have helped shape the growth and development of this promising company. I am
proud of what Exelixis has achieved and my role in the company's success. I am
looking forward to opportunities to help build promising entrepreneurial
companies or to participate in emerging opportunities in the public sector.
My objective is to continue to forge new approaches to scientific innovation
and, through greater involvement in public policy and public sector initiatives,
to find new ways to apply emerging research technologies to urgent medical
needs."

Dr. Duyk joined Exelixis in April 1997 from Millennium Pharmaceuticals, where he
was one of the founding scientific staff. As Vice President of Genomics at
Millennium, he was responsible for building and leading the informatics,
automation, DNA sequencing and genotyping groups as well as the mouse and human
genetics group. Prior to his tenure at Millennium, Dr. Duyk was an Assistant
Professor of Harvard Medical School (HMS) in the Department of Genetics and
Assistant Investigator of the Howard Hughes Medical Institute (HHMI). While at
HMS, Dr. Duyk was a Co-Principal Investigator in the National Institutes of
Health (NIH) funded Cooperative Human Linkage Center. Dr. Duyk has been and
continues to be a member of numerous NIH panels and oversight committees focused
on the planning and execution of the human genome project. Dr. Duyk holds a
Ph.D. and M.D. from Case Western Reserve University and completed his medical
and fellowship training at University of California, San Francisco. While at
UCSF, Dr. Duyk was a fellow of the Lucille P. Markey Foundation and was also
awarded a post-doctoral fellowship from the Howard Hughes Medical Institute.

Dr. McCormick joined the Exelixis board of directors in July 2003. Before
assuming his current affiliation with UCSF, Dr. McCormick was the founder and
chief scientific officer at Onyx Pharmaceuticals. Prior to that, he served as
vice president of research at Chiron Corporation, and vice president of research
at Cetus Corporation. He also completed post doctoral fellowships with Dr. Alan
Smith at the Imperial Cancer Research Fund in London, England, and with
Professor Seymour S. Cohen at the State University of New York at Stony Brook.
Dr. McCormick received his Bachelor of Science degree in biochemistry from the
University of Birmingham, England and his Ph.D in biochemistry from the
University of Cambridge, England. Dr. McCormick is on the editorial board of
some of the most prestigious international cancer publications and serves as a
board member or advisor to multiple cancer research organizations. He has
received numerous awards in recognition of his contributions to the field of
cancer research, authored more than 200 scientific publications and edited five
books, and holds 21 patents.

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' development pipeline includes: XL119, which
is anticipated to enter a Phase 3 trial as a potential treatment for bile duct
tumors; XL784, an anticancer compound currently in a Phase 1 safety study; XL647
and XL999, anticancer compounds that are potential IND candidates; and multiple
compounds in preclinical development. Exelixis has established broad corporate
alliances with major pharmaceutical and biotechnology companies, including
SmithKlineBeecham Corporation and Bristol-Myers Squibb Company. The company has
also established agricultural research collaborations with Bayer CropScience,
Dow AgroSciences and Renessen LLC. Other partners include Merck & Co., Inc.,
Schering-Plough Research Institute, Inc., Cytokinetics, Inc., Elan
Pharmaceuticals, Inc. and Scios Inc. For more information, please visit the
company's web site at www.exelixis.com.
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This press release contains forward-looking statements, including without
limitation statements related to the personnel changes in the company's
management. Words such as "believes," "anticipates," "plans," "expects,"
"intend," "will" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are based upon
Exelixis' current expectations. Forward-looking statements involve risks and
uncertainties. Exelixis' actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result
of many factors, including without limitation the successful transition of
Exelixis' executive team discussed in this release. These and other risk factors
are discussed under "Risk Factors" and elsewhere in Exelixis' quarterly report
on Form 10-Q for the quarter ended June 30, 2003, annual report on Form 10-K for
the year ended December 31, 2002 and other filings with the Securities and
Exchange Commission. Exelixis expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statements are based.

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

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