0001193125-09-159532 Sample Contracts

EXELIXIS, INC. WARRANT TO PURCHASE COMMON STOCK
Exelixis Inc • July 30th, 2009 • Services-commercial physical & biological research • New York

THIS CERTIFIES THAT, for value received, SYMPHONY EVOLUTION HOLDINGS LLC, a Delaware limited liability company, with its principal office at 7361 Calhoun Place, Suite 325, Rockville, MD 20850, or its assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (as defined below) from EXELIXIS, INC., a Delaware corporation, with its principal office at 249 East Grand Ave., P.O. Box 511, South San Francisco, CA 94083 (the “Company”), up to five hundred thousand (500,000) shares of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”).

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Michael MORRISSEY, PhD President of Research and Development EXELIXIS INC 170 Harbor Way, P.O. Box 511 SOUTH SAN FRANCISCO, CA 94083-511 U.S.A. Paris, May 27th, 2009
Exelixis Inc • July 30th, 2009 • Services-commercial physical & biological research

In connection with the Collaboration Agreement, made and entered into as of May 27, 2009 (the “Collaboration Agreement”) by and between Exelixis Inc, a Delaware corporation having its address at 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083-0511 (« Exelixis ») and Sanofi-Aventis, a French company, having an address at 174, Avenue de France, 75013 Paris, France (“Sanofi-Aventis”), Exelixis and Sanofi-Aventis hereby confirm the understandings set forth with respect to the Effective Date of the Collaboration Agreement and the obligations to submit any required regulatory filings.

FOURTH AMENDMENT TO THE CONTRACT RESEARCH AGREEMENT
The Contract Research Agreement • July 30th, 2009 • Exelixis Inc • Services-commercial physical & biological research

This FOURTH AMENDMENT TO THE CONTRACT RESEARCH AGREEMENT (the “Amendment”) is made and entered into by and between AGRIGENETICS, INC., a Delaware corporation having its principal place of business at 9330 Zionsville Road, Indianapolis, Indiana 46268 (“Agrigenetics”) and EXELIXIS PLANT SCIENCES, INC., a Delaware corporation having its principal place of business at 16160 SW Upper Boones Ferry Road, Portland, Oregon 97224 (“EPS”). Agrigenetics and EPS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

LICENSE AGREEMENT
License Agreement • July 30th, 2009 • Exelixis Inc • Services-commercial physical & biological research • New York

THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into as of May 27, 2009 (the “Execution Date”) by and between EXELIXIS, INC., a Delaware corporation having an address at 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083-0511 (“Exelixis”), and SANOFI-AVENTIS, a French company, having an address at 174, Avenue de France, 75013 Paris, France (“Sanofi-Aventis”). Exelixis and Sanofi-Aventis are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

COLLABORATION AGREEMENT
Collaboration Agreement • July 30th, 2009 • Exelixis Inc • Services-commercial physical & biological research • New York

THIS COLLABORATION AGREEMENT (the “Agreement”) is made and entered into as of May 27, 2009 (the “Effective Date”) by and between EXELIXIS, INC., a Delaware corporation having an address at 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083-0511 (“Exelixis”), and SANOFI-AVENTIS, a French company, having an address at 174, Avenue de France, 75013 Paris, France (“Sanofi-Aventis”). Exelixis and Sanofi-Aventis are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

THIRD AMENDMENT TO THE CONTRACT RESEARCH AGREEMENT
Contract Research Agreement • July 30th, 2009 • Exelixis Inc • Services-commercial physical & biological research

This THIRD AMENDMENT TO THE CONTRACT RESEARCH AGREEMENT (the “Amendment”) is made and entered into by and between AGRIGENETICS, INC., a Delaware corporation having its principal place of business at 9330 Zionsville Road, Indianapolis, Indiana 46268 (“Agrigenetics”) and EXELIXIS PLANT SCIENCES, INC., a Delaware corporation having its principal place of business at 16160 SW Upper Boones Ferry Road, Portland, Oregon 97224 (“EPS”). Agrigenetics and EPS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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