FILED PURSUANT TO RULE 424(b)(3)
                                                      REGISTRATION NO. 333-68436
PROSPECTUS


                                 600,600 SHARES

                                 EXELIXIS, INC.

                                  COMMON STOCK

The selling stockholder listed on page 13 is offering up to 600,600 shares of
Exelixis, Inc. common stock.  We will not receive any proceeds from the sale of
the shares by the selling stockholder.

Our common stock trades on the Nasdaq National Market under the symbol EXEL. On
October 26, 2001, the last reported sale price of our common stock was $12.92
per share.

The selling stockholder may sell the shares described in this prospectus in a
number of different ways and at varying prices. See "Plan of Distribution" on
page 14 for more information about how it may sell its shares. We will not be
paying any underwriting discounts or commissions in this offering.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



October  29,  2001


                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----
EXELIXIS                                                                       3
RISK FACTORS                                                                   4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS                          13
USE OF PROCEEDS                                                               13
SELLING STOCKHOLDER                                                           13
PLAN OF DISTRIBUTION                                                          14
LEGAL MATTERS                                                                 16
EXPERTS                                                                       16
WHERE YOU CAN FIND MORE INFORMATION ABOUT EXELIXIS                            16

     This  prospectus is part of a registration statement that we filed with the
Securities  and  Exchange  Commission.  You  should rely only on the information
contained  or  incorporated  by  reference  in  this  prospectus.  We  have  not
authorized  anyone to provide you with information different from that contained
in  this  prospectus.  The  selling stockholder is offering to sell, and seeking
offers  to  buy,  shares  of  our  common stock only in jurisdictions where such
offers  and sales are permitted. The information contained in this prospectus is
accurate  only  as  of  the  date  of this prospectus, regardless of the time of
delivery  of  this  prospectus  or  any  sale  of  our  common  stock.

     Exelixis, Artemis Pharmaceuticals, ACTTAG, the Exelixis, Inc. logos and all
other Exelixis product and service names are registered trademarks or trademarks
of  Exelixis,  Inc. in the U.S. and in other selected countries. All other brand
names  or  trademarks  appearing  in  this  prospectus are the property of their
respective  holders.



                                    EXELIXIS

     We  believe  that  we  are  a  leader  in  the  discovery and validation of
high-quality novel targets for several major human diseases, and a leader in the
discovery  of  potential  new  drug therapies, specifically for cancer and other
proliferative  diseases.  Our  mission  is  to  develop  proprietary products by
leveraging  our  integrated discovery platform to increase the speed, efficiency
and  quality  of  pharmaceutical  and  agricultural  product  discovery  and
development.

     Through  our  expertise  in  biology  and  drug  discovery,  built  upon  a
foundation  of  comparative  genomics  and model system genetics, we are able to
find  new  drug  targets  that  we  believe  would be difficult or impossible to
uncover  using  other  experimental  approaches.  Our  pharmaceutical  research
identifies novel genes and proteins expressed by those genes that, when changed,
either  decrease  or  increase  the  activity in a specific disease pathway in a
therapeutically  relevant  manner.  These  genes  and  proteins represent either
potential  product  targets  or drugs that may treat disease, or prevent disease
initiation  or  progression.

     Specifically  in  cancer,  the  remarkable evolutionary conservation of the
biochemical  pathways between humans and "lower" organisms strongly supports the
use  of simple model systems, such as fruit flies, nematode worms, zebrafish and
mice  to  identify  key  members  of  critical  cancer pathways that can then be
targeted for drug discovery. We expect to develop new cancer drugs by exploiting
the  underlying  "genetic  liabilities" of tumor cells to provide specificity in
targeting  these  cells for destruction, while leaving normal cells unharmed. We
have  discovered  and  are  further  developing  a number of small molecule drug
targets  in  addition  to  monoclonal antibody drug targets. Molecules developed
against  these  targets  may  selectively kill cancer cells while leaving normal
cells  unharmed,  and  may  provide  alternatives  to  current cancer therapies.

     While  our proprietary programs focus on drug discovery and development, we
believe  that  our proprietary technologies are valuable to all other industries
whose products can be enhanced by an understanding of DNA or proteins, including
the  agrochemical,  agricultural  and  diagnostic  industries.  Many  of  these
industries  have  shorter  product  development  cycles  and lower risk than the
pharmaceutical  industry,  while  at  the same time generating significant sales
with  double-digit  product  margins.  By  partnering  with leading companies in
multiple  industries,  we  are able to diversify our business risk, while at the
same  time  maximizing  our  future  revenue  stream.

     We  are a Delaware corporation. Our principal executive offices are located
at  170  Harbor  Way,  South  San Francisco, California 94080, and our telephone
number  is  (650) 837-7000. In this prospectus, "Exelixis," "we," "us" and "our"
refer  to  Exelixis,  Inc.,  unless  the  context  otherwise  requires.


                                  RISK FACTORS

     You  should  carefully  consider the following risk factors, in addition to
other  information  included  or  incorporated  by reference in this prospectus,
before making an investment decision. The risks described below are not the only
risks  we face. Additional risks that we do not yet know of or that we currently
think  are  immaterial  may  also  impair our business operations. If any of the
events  or  circumstances  described in the following risks actually occurs, our
business may suffer, the trading price of our common stock could decline and you
may  lose  all  or  part  of  your  investment.

WE  HAVE A HISTORY OF NET LOSSES. WE EXPECT TO CONTINUE TO INCUR NET LOSSES, AND
WE  MAY  NOT  ACHIEVE  OR  MAINTAIN  PROFITABILITY.

     We  have incurred net losses each year since our inception, including a net
loss  of  approximately $36.4 million for the six months ended June 30, 2001. As
of  that date, we had an accumulated deficit of approximately $166.5 million. We
expect  these  losses  to  continue  and  anticipate  negative cash flow for the
foreseeable  future.  The  size of these net losses will depend, in part, on the
rate of growth, if any, in our license and contract revenues and on the level of
our  expenses.  Our  research  and  development  expenditures  and  general  and
administrative  costs have exceeded our revenues to date, and we expect to spend
significant  additional  amounts  to  fund  research and development in order to
enhance our core technologies and undertake product development. As a result, we
expect  that our operating expenses will increase significantly in the near term
and,  consequently,  we will need to generate significant additional revenues to
achieve  profitability.  Even  if  we  do  increase  our  revenues  and  achieve
profitability,  we  may  not  be  able  to  sustain  or  increase profitability.

WE WILL NEED ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE TO US.

     Our  future  capital  requirements  will be substantial, and will depend on
     many  factors  including:
     -  payments received under collaborative agreements;
     -  the progress and scope of our collaborative and independent research and
        development projects;
     -  our  ability to successfully continue development of a recently acquired
        cancer compound;
     -  our  need to expand our other proprietary product development efforts as
        well as develop manufacturing and marketing capabilities to
        commercialize products; and
     -  the filing, prosecution and enforcement of patent claims.

     We  anticipate  that  our  current  cash  and  cash equivalents, short-term
investments  and  funding  to  be  received from collaborators will enable us to
maintain  our  currently  planned  operations  for  at least the next two years.
Changes  to  our  current  operating  plan  may  require us to consume available
capital  resources  significantly  sooner than we expect. For example, our newly
acquired  cancer  product from our recent relationship with Bristol-Myers Squibb
will  require  significant  resources  for  development  that  were  not  in our
operational  plans  prior  to  acquiring the cancer product. We may be unable to
raise  sufficient  additional capital when we need it, on favorable terms, or at
all.  If  our  capital  resources  are  insufficient  to  meet  future  capital
requirements,  we  will  have  to  raise additional funds. The sale of equity or
convertible  debt  securities in the future may be dilutive to our stockholders,
and  debt  financing  arrangements  may  require us to pledge certain assets and
enter  into  covenants  that  would  restrict  our  ability  to  incur  further
indebtedness.  If we are unable to obtain adequate funds on reasonable terms, we
may  be  required  to  curtail  operations  significantly  or to obtain funds by
entering  into  financing,  supply  or  collaboration agreements on unattractive
terms.

DIFFICULTIES WE MAY ENCOUNTER MANAGING OUR GROWTH MAY DIVERT RESOURCES AND LIMIT
OUR  ABILITY  TO  SUCCESSFULLY  EXPAND  OUR  OPERATIONS.

     We  have  experienced  a  period  of  rapid and substantial growth that has
placed,  and  our  anticipated  growth  in  the future will continue to place, a
strain  on  our administrative and operational infrastructure. As our operations
expand,  we  expect  that  we  will need to manage multiple locations, including
additional  locations outside of the United States, and additional relationships
with  various  collaborative  partners,  suppliers  and other third parties. Our
ability  to manage our operations and growth effectively requires us to continue
to improve our operational, financial and management controls, reporting systems
and procedures. We may not be able to successfully implement improvements to our
management  information and control systems in an efficient or timely manner and
may  discover  deficiencies  in  existing  systems  and  controls.  In addition,
acquisitions  involve  the  integration  of  different  financial and management
reporting  systems.  We  may  not  be  able  to  successfully  integrate  the
administrative  and  operational  infrastructure  without significant additional
improvements  and  investments  in  management  systems  and  procedures.

WE ARE DEPENDENT ON OUR COLLABORATIONS WITH MAJOR COMPANIES. IF WE ARE UNABLE TO
ACHIEVE  MILESTONES, DEVELOP PRODUCTS OR RENEW OR ENTER INTO NEW COLLABORATIONS,
OUR  REVENUES MAY DECREASE AND OUR ACTIVITIES MAY FAIL TO LEAD TO COMMERCIALIZED
PRODUCTS.

     Substantially  all  of  our  revenues  to  date  have  been  derived  from
collaborative  research  and  development agreements. Revenues from research and
development  collaborations  depend upon continuation of the collaborations, the
achievement  of  milestones and royalties derived from future products developed
from  our  research.  If we are unable to successfully achieve milestones or our
collaborators fail to develop successful products, we will not earn the revenues
contemplated  under  such  collaborative  agreements.  In  addition, some of our
collaborations  are  exclusive  and  preclude  us  from entering into additional
collaborative  arrangements  with  other  parties  in  the  area  or  field  of
exclusivity.

     We  currently have continuing collaborative research agreements with Bayer,
Bristol-Myers  Squibb  (two  agreements),  Dow AgroSciences, Aventis and Protein
Design  Labs.  Our  current  collaborative  agreement with Bayer is scheduled to
expire in 2008, after which it will automatically be extended for one-year terms
unless  terminated  by  either party upon 12-month written notice. Our agreement
permits  Bayer  to terminate our collaborative activities prior to 2008 upon the
occurrence  of  specified  conditions,  such  as  the  failure  to  agree on key
strategic  issues  after  a  period  of  years or the acquisition of Exelixis by
certain  specified  third  parties.  In  addition, our agreements with Bayer are
subject  to termination at an earlier date if two or more of our Chief Executive
Officer, Chief Scientific Officer, Agricultural Biotechnology Program Leader and
Chief Informatics Officer cease to have a relationship with us within six months
of  each  other  and we are unable to find replacements acceptable to Bayer. The
first  of  our  collaborative  agreements  with  Bristol-Myers Squibb expires in
September  2002.  The  funded  research  term  of  the  second  collaborative
arrangement,  entered into in July 2002, expires in July 2005. Our collaborative
agreement with Dow AgroSciences is scheduled to expire in July 2003, after which
Dow  AgroSciences  has the option to renew on an annual basis. Our collaborative
research  arrangement  with Aventis is scheduled to expire in June 2004. Aventis
has  the  right  to  terminate  the research arrangement prior to the expiration
date,  provided that it pays the annual research funding amount due for the year
following  termination.  Thereafter,  the  arrangement  renews  annually  unless
Aventis terminates automatic renewal prior to the scheduled date of renewal. The
Aventis  arrangement  is  conducted  through  a  limited  liability  company,
Agrinomics,  which  is  owned  equally  by  Aventis  and  Exelixis.  Aventis may
surrender  its  interest  in  Agrinomics  and  terminate  the  related  research
collaboration  prior  to  the  scheduled  expiration  upon  the  payment  of the
subsequent  year's  funding  commitment. Bayer and Aventis recently announced an
exclusive  negotiation  period for the purchase of Aventis by Bayer. We have not
been  advised  of the status of those discussions nor are we able to predict the
impact  of such an acquisition of Aventis, if the acquisition were to occur. Our
agreement  with  Protein Design Labs is scheduled to expire in May 2003. Protein
Design  Labs  has  a  unilateral  right to renew for additional 12 and six month
periods  thereafter.  The  five-year  term  of  the  convertible promissory note
entered into as part of this arrangement is unaffected by whether or not Protein
Design  Labs  renews.  If these existing agreements are not renewed or if we are
unable  to  enter  into  new collaborative agreements on commercially acceptable
terms,  our  revenues and product development efforts may be adversely affected.

     We recently announced the reacquisition, effective February 2002, of future
rights  to  research  programs  in metabolism and Alzheimer's disease previously
licensed  exclusively  to  Pharmacia  Corporation.  The  existing agreement with
Pharmacia  will  terminate  as  of  that  date.  Pharmacia will retain rights to
targets  under  the existing agreement selected prior to the reacquisition date,
subject  to  the payment of milestones for certain of those targets selected and
royalties  for future development of products against or using those targets but
will  have  no  other  obligations  to  make  payments to the Company, including
approximately $9.0 million in annual funding that would otherwise be payable for
two  years if the Company had not elected to reacquire rights to the research at
this  time. Although we anticipate entering into future collaborations involving
either or both of these programs, there can be no assurance that we will be able
to  enter  into  new  collaborative  agreements or that such collaborations will
provide  revenues  equal  to  or  exceeding those otherwise obtainable under the
Pharmacia  collaboration.

CONFLICTS  WITH  OUR  COLLABORATORS  COULD  JEOPARDIZE  THE  OUTCOME  OF  OUR
COLLABORATIVE  AGREEMENTS  AND  OUR  ABILITY  TO  COMMERCIALIZE  PRODUCTS.

     We  intend to conduct proprietary research programs in specific disease and
agricultural product areas that are not covered by our collaborative agreements.
Our  pursuit  of opportunities in agricultural and pharmaceutical markets could,
however, result in conflicts with our collaborators in the event that any of our
collaborators takes the position that our internal activities overlap with those
areas  that  are  exclusive  to  our  collaborative agreements, and we should be
precluded  from  such  internal  activities.  Moreover,  disagreements  with our
collaborators  could  develop  over  rights  to  our  intellectual  property. In
addition,  our  collaborative  agreements  may have provisions that give rise to
disputes  regarding the rights and obligations of the parties. Any conflict with
our collaborators could lead to the termination of our collaborative agreements,
delay collaborative activities, reduce our ability to renew agreements or obtain
future collaboration agreements or result in litigation or arbitration and would
negatively  impact  our  relationship  with  existing  collaborators.

     We have limited or no control over the resources that our collaborators may
choose to devote to our joint efforts. Our collaborators may breach or terminate
their  agreements  with  us  or  fail  to  perform their obligations thereunder.
Further,  our collaborators may elect not to develop products arising out of our
collaborative  arrangements  or  may  fail to devote sufficient resources to the
development,  manufacture,  market  or  sale  of  such  products. Certain of our
collaborators  could  also  become  our  competitors  in  the  future.  If  our
collaborators  develop  competing  products,  preclude  us  from  entering  into
collaborations  with  their  competitors,  fail  to  obtain necessary regulatory
approvals,  terminate  their  agreements  with  us prematurely or fail to devote
sufficient  resources  to the development and commercialization of our products,
our  product  development  efforts  could  be  delayed  and  may fail to lead to
commercialized  products.

WE  ARE  DEPLOYING  UNPROVEN  TECHNOLOGIES,  AND  WE  MAY NOT BE ABLE TO DEVELOP
COMMERCIALLY  SUCCESSFUL  PRODUCTS.

     You  must  evaluate  us  in  light  of  the  uncertainties and complexities
affecting  a  biotechnology  company.  Our  technologies  are still in the early
stages  of  development. Our research and operations thus far have allowed us to
identify  a  number  of product targets for use by our collaborators and our own
internal  development  programs.  We are not certain, however, of the commercial
value  of  any of our current or future targets, and we may not be successful in
expanding  the  scope  of  our  research  into  new  fields of pharmaceutical or
pesticide  research,  or other agricultural applications such as enhancing plant
traits  to  produce  superior  crop  yields,  disease  resistance  or  increased
nutritional  content.  Significant research and development, financial resources
and  personnel  will  be  required  to  capitalize  on  our  technology, develop
commercially  viable  products and obtain regulatory approval for such products.

WE  HAVE  NO  EXPERIENCE IN DEVELOPING, MANUFACTURING AND MARKETING PRODUCTS AND
MAY  BE  UNABLE  TO  COMMERCIALIZE  PROPRIETARY  PRODUCTS.

     We  recently  acquired  a  development  compound, an analog to rebeccamycin
("Rebeccamycin"),  directed  against  cancer  under  our  recent  collaborative
arrangement  with  Bristol-Myers Squibb. Clinical development of Rebeccamycin to
date  has  been  conducted  by  the  National  Cancer Institute, or the NCI, and
manufacturing  of  this  product  has  been  the responsibility of Bristol-Myers
Squibb.  Rebeccamycin  has recently completed Phase I clinical studies and is in
Phase  I  and  early Phase II clinical trials being conducted by the NCI. We are
currently  in  negotiations  with  the  NCI  to  use the results of the clinical
studies  they  have  conducted  and  are  conducting  in order to determine what
additional  studies, if any, will be conducted by the NCI or us. There can be no
assurance  that  we  will successfully agree upon further development plans, the
respective  rights and obligations of the parties to conduct additional clinical
studies  or  the  timing of such studies. In addition, there can be no assurance
that  the  clinical  studies  conducted  to  date  will support further clinical
development  or  be  accepted  by  the  Food and Drug Administration, or FDA, in
conjunction  with  any application for product approval submitted to the FDA for
Rebeccamycin.  Moreover, although Bristol-Myers Squibb has provided the NCI with
sufficient  quantities  of  Rebeccamycin to complete the existing Phase I and II
clinical studies, development necessary for further clinical studies and product
approval  will  require us to either develop internal manufacturing capabilities
or  retain  a  third  party  to  manufacture  the  product. In addition, we have
recently  hired a new Senior Vice President responsible for clinical development
of this product, as well as any new potential products that we may develop. As a
result,  we have limited experience in clinical development and no experience in
manufacturing  potential  drug  products.  Accordingly,  the  development  of
Rebeccamycin  is  subject to significant risk and uncertainty, particularly with
respect  to  our  ability  to  successfully  develop,  manufacture  and  market
Rebeccamycin  as  a  product.

     With respect to products developed against our proprietary drug targets, we
will  rely  on  our collaborators to develop and commercialize products based on
our  research and development efforts. We have limited or no experience in using
the targets that we identify to develop our own proprietary products. Our recent
success in applying our drug development capabilities to our proprietary targets
in  cancer  are  subject  to significant risk and uncertainty, particularly with
respect  to  our  ability  to  meet  currently estimated timelines and goals for
completing  preclinical  development  efforts  and filing an Investigational New
Drug  Application,  or  IND,  for  compounds  developed.  In  order  for  us  to
commercialize  products, we would need to significantly enhance our capabilities
with  respect  to product development, and establish manufacturing and marketing
capabilities,  either directly or through outsourcing or licensing arrangements.
We  may  not  be  able to enter into such outsourcing or licensing agreements on
commercially  reasonable  terms,  or  at  all.

SINCE  OUR  TECHNOLOGIES  HAVE  MANY  POTENTIAL APPLICATIONS AND WE HAVE LIMITED
RESOURCES,  OUR  FOCUS  ON  A  PARTICULAR  AREA  MAY  RESULT  IN  OUR FAILURE TO
CAPITALIZE  ON  MORE  PROFITABLE  AREAS.

     We  have  limited  financial  and managerial resources. This requires us to
focus on product candidates in specific industries and forego opportunities with
regard  to  other products and industries. For example, depending on our ability
to  allocate  resources,  a decision to concentrate on a particular agricultural
program  may  mean  that  we will not have resources available to apply the same
technology  to a pharmaceutical project. While our technologies may permit us to
work  in  both  areas,  resource commitments may require trade-offs resulting in
delays in the development of certain programs or research areas, which may place
us  at  a  competitive disadvantage. Our decisions impacting resource allocation
may  not  lead  to  the development of viable commercial products and may divert
resources  from  more  profitable  market  opportunities.  Moreover,  our recent
acquisition  of  Rebeccamycin will require that resources and management time be
directed  to  clinical  development and manufacturing of this potential product.
There  can  be  no assurance that allocating resources and time to these efforts
will  allow us to remain competitive in existing programs and potential areas of
future  research. The resources dedicated to the development of Rebeccamycin may
limit  or hinder our ability to meet currently estimated timelines and goals for
completing preclinical development efforts and filing an IND for our proprietary
compounds.

OUR  COMPETITORS  MAY DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAKE OURS OBSOLETE.

     The  biotechnology  industry  is  highly fragmented and is characterized by
rapid  technological  change.  In  particular,  the  area  of gene research is a
rapidly  evolving field. We face, and will continue to face, intense competition
from  large  biotechnology  and  pharmaceutical  companies,  as well as academic
research  institutions,  clinical reference laboratories and government agencies
that  are  pursuing research activities similar to ours. Some of our competitors
have  entered  into  collaborations  with  leading  companies  within our target
markets,  including  some of our existing collaborators. Our future success will
depend  on  our  ability  to  maintain  a  competitive  position with respect to
technological  advances.

     Any  products  that  are developed through our technologies will compete in
highly  competitive  markets.  Further, our competitors may be more effective at
using  their  technologies  to  develop  commercial  products.  Many  of  the
organizations  competing with us have greater capital resources, larger research
and  development  staffs and facilities, more experience in obtaining regulatory
approvals  and  more extensive product manufacturing and marketing capabilities.
As a result, our competitors may be able to more easily develop technologies and
products  that  would  render  our  technologies  and products, and those of our
collaborators,  obsolete  and  noncompetitive.

IF  WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY  BE  ABLE TO USE OUR TECHNOLOGY, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
COMPETE  IN  THE  MARKET.

     Our  success  will  depend  in  part  on  our ability to obtain patents and
maintain  adequate  protection  of  the  intellectual  property  related  to our
technologies  and  products.  The  patent  positions of biotechnology companies,
including our patent position, are generally uncertain and involve complex legal
and  factual  questions.  We  will  be able to protect our intellectual property
rights  from  unauthorized  use  by  third  parties  only to the extent that our
technologies  are  covered  by  valid and enforceable patents or are effectively
maintained  as  trade secrets. The laws of some foreign countries do not protect
intellectual  property  rights  to  the same extent as the laws of the U.S., and
many companies have encountered significant problems in protecting and defending
such  rights  in  foreign  jurisdictions.  We will continue to apply for patents
covering our technologies and products as and when we deem appropriate. However,
these  applications  may  be challenged or may fail to result in issued patents.
Our  existing  patents  and any future patents we obtain may not be sufficiently
broad  to  prevent  others  from  practicing our technologies or from developing
competing  products.  Furthermore,  others  may independently develop similar or
alternative  technologies or design around our patents. In addition, our patents
may  be  challenged,  invalidated  or  fail  to  provide us with any competitive
advantages.

     We  rely  on  trade  secret protection for our confidential and proprietary
information.  We  have  taken  security  measures  to  protect  our  proprietary
information  and  trade  secrets,  but  these  measures may not provide adequate
protection.  While  we  seek  to protect our proprietary information by entering
into  confidentiality  agreements with employees, collaborators and consultants,
we  cannot assure you that our proprietary information will not be disclosed, or
that we can meaningfully protect our trade secrets. In addition, our competitors
may  independently  develop  substantially equivalent proprietary information or
may  otherwise  gain  access  to  our  trade  secrets.

LITIGATION  OR  THIRD  PARTY  CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT COULD
REQUIRE  US TO SPEND SUBSTANTIAL TIME AND MONEY AND ADVERSELY AFFECT OUR ABILITY
TO  DEVELOP  AND  COMMERCIALIZE  PRODUCTS.

     Our  commercial  success depends in part on our ability to avoid infringing
patents  and proprietary rights of third parties, and not breaching any licenses
that  we  have  entered into with regard to our technologies. Other parties have
filed,  and in the future are likely to file, patent applications covering genes
and  gene fragments, techniques and methodologies relating to model systems, and
products  and  technologies  that  we  have  developed  or intend to develop. If
patents  covering  technologies required by our operations are issued to others,
we  may  have to rely on licenses from third parties, which may not be available
on  commercially  reasonable  terms,  or  at  all.

     Third  parties  may  accuse  us  of  employing their proprietary technology
without authorization. In addition, third parties may obtain patents that relate
to  our  technologies  and  claim  that use of such technologies infringes these
patents.  Regardless  of  their  merit,  such  claims  could require us to incur
substantial  costs,  including  the  diversion  of  management  and  technical
personnel,  in  defending  ourselves  against  any  such claims or enforcing our
patents. In the event that a successful claim of infringement is brought against
us, we may be required to pay damages and obtain one or more licenses from third
parties. We may not be able to obtain these licenses at a reasonable cost, or at
all.  Defense  of  any  lawsuit or failure to obtain any of these licenses could
adversely  affect  our  ability  to  develop  and  commercialize  products.

THE  LOSS  OF  KEY  PERSONNEL  OR THE INABILITY TO ATTRACT AND RETAIN ADDITIONAL
PERSONNEL  COULD  IMPAIR  OUR  ABILITY  TO  EXPAND  OUR  OPERATIONS.

     We  are  highly  dependent  on  the principal members of our management and
scientific  staff,  the  loss  of  whose  services  might  adversely  impact the
achievement  of  our objectives and the continuation of existing collaborations.
In  addition, recruiting and retaining qualified scientific personnel to perform
future  research and development work will be critical to our success. We do not
currently  have sufficient executive management and technical personnel to fully
execute  our  business plan. There is currently a shortage of skilled executives
and employees with technical expertise, and this shortage is likely to continue.
As a result, competition for skilled personnel is intense and turnover rates are
high.  Although  we  believe  we  will be successful in attracting and retaining
qualified  personnel,  competition  for  experienced  scientists  from  numerous
companies,  academic and other research institutions may limit our ability to do
so.

     Our  business  operations  will  require  additional  expertise in specific
industries and areas applicable to products identified and developed through our
technologies.  These  activities  will  require  the  addition of new personnel,
including  management  and technical personnel and the development of additional
expertise  by  existing employees. The inability to attract such personnel or to
develop  this  expertise  could  prevent  us  from expanding our operations in a
timely  manner,  or  at  all.

OUR  COLLABORATIONS  WITH  OUTSIDE  SCIENTISTS MAY BE SUBJECT TO RESTRICTION AND
CHANGE.

     We  work  with  scientific advisors and collaborators at academic and other
institutions  that  assist  us  in  our  research and development efforts. These
scientists are not our employees and may have other commitments that would limit
their  availability  to  us.  Although our scientific advisors and collaborators
generally  agree  not  to  do  competing work, if a conflict of interest between
their  work  for  us and their work for another entity arises, we may lose their
services.  In  addition, although our scientific advisors and collaborators sign
agreements  not  to  disclose  our confidential information, it is possible that
valuable  proprietary  knowledge  may  become  publicly  known  through  them.

OUR  POTENTIAL  THERAPEUTIC  PRODUCTS  ARE  SUBJECT  TO  A LENGTHY AND UNCERTAIN
REGULATORY  PROCESS  THAT  MAY NOT RESULT IN THE NECESSARY REGULATORY APPROVALS,
WHICH  COULD  ADVERSELY  AFFECT  OUR  ABILITY  TO  COMMERCIALIZE  PRODUCTS.

     The FDA must approve any drug or biologic product before it can be marketed
in  the  U.S.  Any  products resulting from our research and development efforts
must  also  be approved by the regulatory agencies of foreign governments before
the  product  can  be  sold  outside  the  U.S. Before a new drug application or
biologics  license  application can be filed with the FDA, the product candidate
must  undergo  extensive  clinical  trials,  which  can  take many years and may
require  substantial  expenditures.  The  regulatory  process  also  requires
preclinical  testing. Data obtained from preclinical and clinical activities are
susceptible  to  varying  interpretations,  which  could delay, limit or prevent
regulatory  approval. In addition, delays or rejections may be encountered based
upon  changes  in  regulatory  policy  for product approval during the period of
product  development  and regulatory agency review. The clinical development and
regulatory  approval  process  is  expensive  and time consuming. Any failure to
obtain  regulatory  approval  could  delay  or  prevent  us from commercializing
products.

     Our  efforts  to  date  have been primarily limited to identifying targets.
Significant  research  and  development  efforts  will  be  necessary before any
products  resulting  from  such  targets  can  be  commercialized. If regulatory
approval is granted to any of our products, this approval may impose limitations
on  the  uses  for  which  a  product  may be marketed. Further, once regulatory
approval  is  obtained,  a  marketed product and its manufacturer are subject to
continual review, and discovery of previously unknown problems with a product or
manufacturer  may  result  in  restrictions  and  sanctions  with respect to the
product,  manufacturer and relevant manufacturing facility, including withdrawal
of  the  product  from  the  market.

SOCIAL  ISSUES  MAY  LIMIT  THE  PUBLIC  ACCEPTANCE  OF  GENETICALLY  ENGINEERED
PRODUCTS,  WHICH  COULD  REDUCE  DEMAND  FOR  OUR  PRODUCTS.

     Although  our  technology  is not dependent on genetic engineering, genetic
engineering  plays  a prominent role in our approach to product development. For
example,  research efforts focusing on plant traits may involve either selective
breeding  or  modification  of  existing  genes in the plant under study. Public
attitudes  may  be influenced by claims that genetically engineered products are
unsafe  for  consumption  or  pose  a danger to the environment. Such claims may
prevent  our genetically engineered products from gaining public acceptance. The
commercial  success  of  our  future  products  will  depend, in part, on public
acceptance  of  the  use  of genetically engineered products including drugs and
plant  and  animal  products.

     The  subject  of  genetically  modified  organisms  has  received  negative
publicity,  which  has  aroused public debate. For example, certain countries in
Europe  are  considering  regulations  that  may ban products or require express
labeling  of  products  that  contain  genetic modifications or are "genetically
modified."  Adverse publicity has resulted in greater regulation internationally
and  trade  restrictions  on imports of genetically altered products. If similar
action  is  taken  in  the  U.S.,  genetic  research  and genetically engineered
products  could  be  subject  to greater domestic regulation, including stricter
labeling  requirements.  To  date,  our  business has not been hampered by these
activities.  However,  such  publicity  in  the  future may prevent any products
resulting from our research from gaining market acceptance and reduce demand for
our  products.

LAWS  AND  REGULATIONS  MAY  REDUCE  OUR  ABILITY TO SELL GENETICALLY ENGINEERED
PRODUCTS  THAT  OUR  COLLABORATORS  OR  WE  DEVELOP  IN  THE  FUTURE.

     Our collaborators or we may develop genetically engineered agricultural and
animal  products.  The  field-testing,  production  and marketing of genetically
engineered  products  are  subject  to  regulation  by federal, state, local and
foreign  governments.  Regulatory  agencies  administering  existing  or  future
regulations  or  legislation  may  prevent  us  from  producing  and  marketing
genetically  engineered  products  in  a  timely  manner or under technically or
commercially  feasible  conditions.  In  addition,  regulatory action or private
litigation  could result in expenses, delays or other impediments to our product
development  programs  and  the  commercialization  of  products.

     The FDA has released a policy statement stating that it will apply the same
regulatory  standards  to  foods  developed  through  genetic  engineering as it
applies  to  foods  developed  through  traditional  plant breeding. Genetically
engineered  food products will be subject to premarket review, however, if these
products raise safety questions or are deemed to be food additives. Our products
may be subject to lengthy FDA reviews and unfavorable FDA determinations if they
raise  questions  regarding  safety  or  our  products  are  deemed  to  be food
additives.

     The  FDA has also announced that it will not require genetically engineered
agricultural products to be labeled as such, provided that these products are as
safe  and  have the same nutritional characteristics as conventionally developed
products.  The  FDA  may  reconsider  or change its policies, and local or state
authorities  may  enact  labeling  requirements,  either  of  which could have a
material  adverse  effect  on our ability or the ability of our collaborators to
develop  and  market  products  resulting  from  our  efforts.

WE  USE  HAZARDOUS  CHEMICALS  AND  RADIOACTIVE  AND BIOLOGICAL MATERIALS IN OUR
BUSINESS. ANY CLAIMS RELATING TO IMPROPER HANDLING, STORAGE OR DISPOSAL OF THESE
MATERIALS  COULD  BE  TIME  CONSUMING  AND  COSTLY.

     Our  research  and  development  processes  involve  the  controlled use of
hazardous  materials, including chemicals, radioactive and biological materials.
Our operations produce hazardous waste products. We cannot eliminate the risk of
accidental  contamination  or  discharge  and  any  resultant  injury from these
materials.  Federal,  state  and  local  laws  and  regulations  govern the use,
manufacture,  storage,  handling  and disposal of hazardous materials. We may be
sued  for  any  injury  or contamination that results from our use or the use by
third  parties  of  these  materials, and our liability may exceed our insurance
coverage  and  our  total  assets.  Compliance  with  environmental  laws  and
regulations  may  be  expensive, and current or future environmental regulations
may  impair  our  research,  development  and  production  efforts.

     In  addition,  our  collaborators may use hazardous materials in connection
with  our  collaborative  efforts.  To our knowledge, their work is performed in
accordance  with  applicable biosafety regulations. In the event of a lawsuit or
investigation,  however,  we  could be held responsible for any injury caused to
persons or property by exposure to, or release of, these hazardous materials use
by  these  parties.  Further,  we may be required to indemnify our collaborators
against  all  damages  and  other  liabilities  arising  out  of our development
activities  or  products  produced  in  connection  with  these  collaborations.

WE  EXPECT  THAT  OUR  QUARTERLY  RESULTS OF OPERATIONS WILL FLUCTUATE, AND THIS
FLUCTUATION  COULD  CAUSE  OUR  STOCK PRICE TO DECLINE, CAUSING INVESTOR LOSSES.

     Our  quarterly operating results have fluctuated in the past and are likely
to  fluctuate  in  the  future.  A  number  of  factors, many of which we cannot
control,  could  subject  our  operating  results and stock price to volatility,
including:
     -  recognition  of  license,  milestone  or  other  fees;
     -  payments  of  licensing  fees  to  third  parties;
     -  acceptance  of  our  technologies  and  platforms;
     -  the  success  rate  of  our  discovery efforts leading to milestones and
        royalties;
     -  the  introduction  of  new  technologies or products by our competitors;
     -  the  timing  and  willingness  of  collaborators  to  commercialize  our
        products;
     -  our  ability  to  enter  into  new  collaborative  relationships;
     -  the  termination  or  non-renewal  of  existing  collaborations;
     -  general  and  industry-specific  economic conditions that may affect our
        collaborators'  research  and  development  expenditures;  and
     -  exposure  to  fluctuations  in  foreign  currency.

     A  large  portion  of  our  expenses,  including  expenses  for facilities,
equipment and personnel, are relatively fixed in the short term. In addition, we
expect  operating  expenses  to  increase  significantly  during  the next year.
Accordingly,  if  our  revenues decline or do not grow as anticipated due to the
expiration  of  existing  contracts  or our failure to obtain new contracts, our
inability  to  meet  milestones  or  other  factors,  we  may  not  be  able  to
correspondingly  reduce  our  operating expenses. Failure to achieve anticipated
levels  of revenues could therefore significantly harm our operating results for
a  particular  fiscal  period.

     Due  to  the  possibility  of fluctuations in our revenues and expenses, we
believe  that  quarter-to-quarter comparisons of our operating results are not a
good indication of our future performance. As a result, in some future quarters,
our operating results may not meet the expectations of stock market analysts and
investors,  which  could  result  in  a  decline  in  the  price  of  our stock.

OUR  STOCK  PRICE  MAY  BE  EXTREMELY  VOLATILE.

     We  believe  the  trading  price  of  our  common  stock will remain highly
volatile  and  may fluctuate substantially due to factors such as the following:
     -  the  announcement  of new products or services by us or our competitors;
     -  quarterly  variations  in our or our competitors' results of operations;
     -  failure  to  achieve operating results projected by securities analysts;
     -  changes in earnings estimates or recommendations by securities analysts;
     -  developments  in  the  biotechnology  industry;
     -  acquisitions  of  other  companies  or  technologies;  and
     -  general market conditions and other factors, including factors unrelated
        to our operating performance or the operating performance of our
        competitors.

These  factors  and  fluctuations,  as  well  as general economic, political and
market  conditions,  may  materially  adversely  affect  the market price of our
common  stock.

     In  the  past,  following  periods  of  volatility in the market price of a
company's  securities,  securities  class  action  litigation  has  often  been
instituted.  A  securities  class  action  suit  against  us  could  result  in
substantial  costs  and divert management's attention and resources, which could
have  a  material  and  adverse  effect  on  our  business.

WE  ARE  EXPOSED  TO  RISKS  ASSOCIATED  WITH  ACQUISITIONS.

     We  have  made, and may in the future make, acquisitions of, or significant
investments  in,  businesses  with  complementary  products,  services  and/or
technologies.  Acquisitions  involve  numerous risks, including, but not limited
to:
     -  difficulties  and  increased costs in connection with integration of the
        personnel, operations, technologies and products of acquired companies;
     -  diversion  of  management's  attention  from  other operational matters;
     -  the  potential  loss  of  key  employees  of  acquired  companies;
     -  the  potential  loss  of  key  collaborators  of the acquired companies;
     -  lack  of  synergy,  or  the  inability  to  realize  expected synergies,
        resulting  from  the  acquisition;
     -  exposure  to  fluctuations  in  foreign  currency;
     -  differences  in  foreign laws, business practices, statutes, regulations
        and  tax  provisions;  and
     - acquired intangible assets becoming impaired as a result of technological
       advancements or worse-than-expected performance of the acquired company.

     Mergers  and  acquisitions  are  inherently  risky,  and  the  inability to
effectively  manage  these  risks  could  materially  and  adversely  affect our
business,  financial  condition  and  results  of  operations.

IF PRODUCT LIABILITY LAWSUITS ARE SUCCESSFULLY BROUGHT AGAINST US, WE COULD FACE
SUBSTANTIAL  LIABILITIES  THAT  EXCEED  OUR  RESOURCES.

     We may be held liable if any product our collaborators or we develop causes
injury  or  is found otherwise unsuitable during product testing, manufacturing,
marketing  or  sale.  Although we intend to obtain general liability and product
liability  insurance,  this insurance may be prohibitively expensive, or may not
fully  cover our potential liabilities. Inability to obtain sufficient insurance
coverage  at  an  acceptable  cost  or  to  otherwise  protect ourselves against
potential  product  liability  claims  could  prevent  or  inhibit  the
commercialization  of  products  developed  by  our  collaborators  or  us.

OUR FACILITIES ARE LOCATED NEAR KNOWN EARTHQUAKE FAULT ZONES, AND THE OCCURRENCE
OF  AN  EARTHQUAKE  OR  OTHER  CATASTROPHIC  DISASTER  COULD CAUSE DAMAGE TO OUR
FACILITIES AND EQUIPMENT, WHICH COULD REQUIRE US TO CEASE OR CURTAIL OPERATIONS.

     Given  our  location,  our  facilities  are  vulnerable  to  damage  from
earthquakes.  We  are  also  vulnerable to damage from other types of disasters,
including  fire, floods, power loss, communications failures and similar events.
If  any  disaster  were  to  occur,  our  ability to operate our business at our
facilities would be seriously, or potentially completely, impaired. In addition,
the  unique  nature of our research activities could cause significant delays in
our  programs  and  make  it  difficult  for  us to recover from a disaster. The
insurance  we  maintain  may  not be adequate to cover our losses resulting from
disasters  or  other business interruptions. Accordingly, an earthquake or other
disaster  could  materially  and adversely harm our ability to conduct business.

FUTURE  SALES  OF  OUR  COMMON  STOCK  MAY  DEPRESS  OUR  STOCK  PRICE.

     If our stockholders sell substantial amounts of our common stock (including
shares  issued  upon  the  exercise  of outstanding options and warrants) in the
public market, the market price of our common stock could fall. These sales also
might  make it more difficult for us to sell equity or equity-related securities
in the future at a time and price that we deemed appropriate. In October 2000, a
significant  number  of shares of our common stock held by existing stockholders
became  freely  tradable,  subject  in  some  instances  to the volume and other
limitations  of Rule 144. Sales of these shares and other shares of common stock
held  by  existing stockholders could cause the market price of our common stock
to  decline.

SOME  OF  OUR  EXISTING STOCKHOLDERS CAN EXERT CONTROL OVER US, AND MAY NOT MAKE
DECISIONS  THAT  ARE  IN  THE  BEST  INTERESTS  OF  ALL  STOCKHOLDERS.

     Due to their combined stock holdings, our officers, directors and principal
stockholders  (stockholders  holding  more  than  5% of our common stock) acting
together,  may be able to exert significant influence over all matters requiring
stockholder  approval,  including  the  election  of  directors  and approval of
significant corporate transactions. In addition, this concentration of ownership
may  delay or prevent a change in control of our company, even when a change may
be  in  the  best  interests  of our stockholders. In addition, the interests of
these  stockholders  may  not always coincide with our interests as a company or
the interests of other stockholders. Accordingly, these stockholders could cause
us  to  enter  into  transactions  or  agreements  that  you  would not approve.


              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this prospectus and the documents incorporated by
reference  are  forward-looking  statements.  These  statements are based on our
current  expectations, assumptions, estimates and projections about our business
and  our  industry, and involve known and unknown risks, uncertainties and other
factors  that  may  cause  our  or  our  industry's results, levels of activity,
performance  or  achievement to be materially different from any future results,
levels  of  activity,  performance  or  achievements  expressed or implied in or
contemplated  by  the  forward-looking  statements.  Words  such  as  "believe,"
"anticipate,"  "expect,"  "intend," "plan," "will," "may," "should," "estimate,"
"predict,"  "potential,"  "continue"  or  the  negative  of  such terms or other
similar  expressions,  identify  forward-looking  statements.  In  addition, any
statements that refer to expectations, projections or other characterizations of
future  events  or  circumstances  are  forward-looking  statements.  Our actual
results  could  differ materially from those anticipated in such forward-looking
statements as a result of several factors more fully described under the caption
"Risk  Factors"  and  in  the  documents  incorporated  by  reference.  The
forward-looking  statements  made in this prospectus relate only to events as of
the  date  on  which  the  statements  are  made.

                                 USE OF PROCEEDS

     The  proceeds  from  the  sale of the common stock offered pursuant to this
prospectus  are  solely for the account of the selling stockholder.  We will not
receive  any  proceeds  from  the  sale  of  these  shares  of  common  stock.

                               SELLING STOCKHOLDER

     We  are  registering the shares covered by this prospectus on behalf of the
selling stockholder named in the table below. We issued all of the shares to the
selling  stockholder  in a private placement transaction. We have registered the
shares  to  permit the selling stockholder and its pledgees, donees, transferees
or  other  successors-in-interest  that  receive  their  shares from the selling
stockholder  as  a  gift,  partnership  distribution  or  other non-sale related
transfer  after  the  date  of this prospectus to resell the shares. The selling
stockholder  has  agreed not to offer, sell, contract to sell, pledge, grant any
option  to  purchase,  make  any  short  sale or otherwise dispose of the shares
covered  by  this  prospectus  without  our  consent  until  July  17,  2002.

     The  following  table  sets  forth the name of the selling stockholder, the
number  of  shares  owned  by it, the number of shares that may be offered under
this  prospectus,  the number of shares of our common stock owned by the selling
stockholder  as  of  September  30, 2001, and the number of shares of our common
stock owned by the selling stockholder after this offering is completed. On July
17,  2001,  in  connection  with  the  issuance  of  the  shares covered by this
prospectus, the selling stockholder entered into a cancer research collaboration
and  license  agreement  with us, and thus is one of our corporate partners. The
number  of  shares in the column "Number of Shares Being Offered" represents all
of  the shares that the selling stockholder may offer under this prospectus. The
selling  stockholder  may  sell  some,  all  or  none  of  the shares registered
hereunder.  Except  for the lock-up described above, we do not know how long the
selling stockholder will hold the shares before selling them. The shares offered
by  this prospectus may be offered from time to time by the selling stockholder.

     Beneficial  ownership  is  determined  in  accordance  with  Rule  13d-3(d)
promulgated  by  the  SEC  under  the  Securities  Exchange Act of 1934.  Unless
otherwise  noted,  none of the share amounts set forth below represent more than
1%  of  our  outstanding stock as of September 30, 2001, adjusted as required by
rules  promulgated  by  the  SEC.  The  percentages of shares owned prior to the
offering  are  based  on  49,235,515  shares  of our common stock outstanding on
September  30,  2001, giving effect to the sale of 600,600 shares to the selling
stockholder  in  the  private  placement.

SHARES BENEFICIALLY SHARES BENEFICIALLY OWNED PRIOR TO THE OWNED AFTER THE OFFERING NUMBER OF OFFERING (1) ----------------- SHARES BEING --------------- NAME NUMBER PERCENT OFFERED NUMBER PERCENT ---------------------------- ------- -------- ------------ ------ ------- Bristol-Myers Squibb Company . . . . . 600,600 1.22% 600,600 0 *
(1) Does not constitute a commitment to sell any or all of the stated number of shares of common stock. The number of shares offered shall be determined from time to time by the selling stockholder at its sole discretion. The number of shares to be owned by the selling stockholder after the offering, assuming the sale of all of the stated number of shares of common stock, will be less than one percent of its outstanding shares after the offering. PLAN OF DISTRIBUTION The selling stockholder may sell the shares from time to time. The selling stockholder will act independently of us in making decisions regarding the timing, manner and size of each sale. The sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and at terms then prevailing or at prices related to the then current market price, or in privately negotiated transactions. The selling stockholder may effect these transactions by selling the shares to or through broker-dealers. The selling stockholder may sell its shares in one or more of, or a combination of: - a block trade in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; - purchases by a broker-dealer as principal and resale by a broker-dealer for its account under this prospectus; - an exchange distribution in accordance with the rules of an exchange; - ordinary brokerage transactions and transactions in which the broker solicits purchasers; and - privately negotiated transactions. To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. If the plan of distribution involves an arrangement with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, the amendment or supplement will disclose: - the name of the selling stockholder and of the participating broker-dealer(s); - the number of shares involved; - the price at which the shares were sold; - the commissions paid or discounts or concessions allowed to the broker-dealer(s), where applicable; - that a broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and - other facts material to the transaction. The selling stockholder has agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of the shares covered by this prospectus without our consent until July 17, 2002. From time to time, the selling stockholder may transfer, pledge, donate or assign its shares of common stock to lenders or others and each of such persons will be deemed to be a "selling stockholder" for purposes of this prospectus. The number of shares of common stock beneficially owned by the selling stockholder will decrease as and when it takes such actions. The plan of distribution for the selling stockholder's shares of common stock sold under this prospectus will otherwise remain unchanged, except that the transferees, pledgees, donees or other successors will be selling stockholders hereunder. Upon being notified by a selling stockholder that a donee or pledgee intends to sell more than 500 shares, we will file a supplement to this prospectus. The selling stockholder may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In these transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with the selling stockholder. The selling stockholder also may sell shares short and redeliver the shares to close out short positions. The selling stockholder may enter into option or other transactions with broker-dealers that require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer the shares under this prospectus. The selling stockholder also may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the loaned shares, or upon a default the broker-dealer may sell the pledged shares under this prospectus. In effecting sales, broker-dealers engaged by the selling stockholder may arrange for other broker-dealers to participate in the resales. Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from the selling stockholder. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. A broker-dealer or agent and any other participating broker-dealer or the selling stockholder may be deemed to be an "underwriter" within the meaning of Section 2(11) of the Securities Act in connection with sales of the shares. Accordingly, any commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. Because the selling stockholder may be deemed to be an "underwriter" within the meaning of Section 2(11) of the Securities Act, the selling stockholder will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus that qualify for sale under Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling stockholder has advised that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of the shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling stockholder. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in some states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholder. We will make copies of this prospectus available to the selling stockholder and have informed the selling stockholder of the need to deliver copies of this prospectus to purchasers at or prior to the time of any sale of the shares. We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholder will pay all commissions and discounts, if any, attributable to the sales of the shares. The selling stockholder may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against specific liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling stockholder against specific liabilities in connection with the offering of the shares, including liabilities arising under the Securities Act. We have agreed to maintain the effectiveness of this registration statement until the earlier of such time as all the shares have been sold by the selling stockholder or such time as all of the shares may be sold pursuant to Rule 144(k) under the Securities Act. The selling stockholder may sell all, some or none of the shares offered by this prospectus. LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon by Cooley Godward LLP, Palo Alto, California. EXPERTS The consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2000, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. WHERE YOU CAN FIND MORE INFORMATION ABOUT EXELIXIS You should rely only on the information provided or incorporated by reference in this prospectus. We have authorized no one to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of the document. We have filed with the SEC a resale registration statement on Form S-3 to register the common stock offered by this prospectus. However, this prospectus does not contain all of the information contained in the registration statement and the exhibits and schedules to the registration statement. We strongly encourage you to carefully read the registration statement and the exhibits and schedules to the registration statement. We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549 or at the SEC's other public reference rooms located in New York, New York and Chicago, Illinois. You can request copies of these documents by contacting the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC- 0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's website at www.sec.gov. ----------- The SEC allows us to "incorporate by reference" the information contained in documents that we file with them, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934. The following documents filed with the SEC are incorporated by reference in this prospectus: 1. Our Annual Report on Form 10-K for the year ended December 31, 2000; 2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; 3. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001; 4. Our Current Reports on Form 8-K, filed on May 15, 2001 pursuant to Item 2 of such report, and filed on July 18, 2001 and July 26, 2001 pursuant to Item 5 of such report; and 5. The description of our common stock set forth in our registration statement on Form 8-A, filed with the SEC on April 6, 2000. We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct any requests for documents to Exelixis, Inc., Attention: Investor Relations, 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083, telephone: (650) 837-7000. WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS DOES NOT OFFER TO SELL OR BUY ANY SHARES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. 600,600 SHARES EXELIXIS, INC. COMMON STOCK _________________________________ --------------------------------- PROSPECTUS _________________________________ OCTOBER 29, 2001