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Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*
Formela, Jean-Francois		 2. Issuer Name and Ticker or Trading Symbol
Exelixis Inc.   (EXEL)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)      

_X_ Director                            ___ 10% Owner
___ Officer (give title below)   ___ Other (specify below)
(Last)             (First)            (Middle)

c/o Atlas Venture
890 Winter Street 		3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

11/21/2002
(Street)

Waltham, MA 02451		 5. If Amendment, Date of Original (Month/Day/Year)

  		7. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3) 		2. Transaction Date
(Month/Day/Year)		 2A. Deemed Execution
Date, if any
(Month/Day/Year)		 3. Transaction
Code
(Instr. 8)		 4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities
Beneficially Owned
Following Reported
Transactions
(Instr. 3 and 4)		 6. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 4)		 7. Nature of Indirect
Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)		 Price
Common Stock 11/21/2002 1   S   46,675 D $7.6139 2,103,690 I  
Common Stock 11/21/2002 2   S   23,325 D $7.6139 994,678 I  
Common Stock               16,500 D  
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instructions 4(b)(v).
 
 Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 (Over)
SEC 1474 (9-02)
FORM 4 (continued)
 Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 		 
1.
Title of Derivative Security
(Instr.3)		 2.
Conversion or
Exercise
Price of
Derivative
Security		 3.
Transaction
Date
(Month/
Day/Year)		 3A.
Deemed Execution
Date, if any
(Month/
Day/Year)		 4.
Transaction Code
(Instr. 8)		 5.
Number of Derivative
Securities
Acquired (A) or Disposed of (D)
(Instr.3,4
and 5)
 6.
Date Exercisable
and Expiration Date
(Month/Day/Year)		 7.
Title and Amount of
Underlying Securities
(Instr. 3 and 4)		 8.
Price of
Derivative
Security
(Instr. 5)		 9.
Number of
Derivative
Securities
Beneficially
Owned Following Reported Transaction(s)
(Instr. 4)		 10.
Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount
or
Number
of Shares
                               
Explanation of Responses:

1. Represents shares held by Atlas Venture Fund II, L.P. ("AVF"). AVF is part of Atlas Venture, a group of funds under common control. Dr. Formela is a general partner of Atlas Venture Associates II, L.P. ("AVA"), which is the general partner of AVF. Dr. Formela disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.

2. Represents shares held by Atlas Venture Europe Fund B.V.("AVEF"). AVEF is part of Atlas Venture, a group of funds under common control. Dr. Formela is a general partner of AVA, which is the general partner of AVF. Dr. Formela disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interests therein.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).		 /s/ Jean-Francois Formela
**Signature of Reporting Person 		11/22/2002 
Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number. 		Page 2