0001193125-11-042330 Sample Contracts

EXELIXIS, INC. STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)
Stock Option Agreement • February 22nd, 2011 • Exelixis Inc • Services-commercial physical & biological research

Pursuant to your Certificate of Stock Option Grant on the Smith Barney Stock Plan Services website (“the Grant Certificate”) and this Stock Option Agreement, Exelixis, Inc. (the “Company”) has granted you an option under its 2000 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Certificate at the exercise price indicated in your Grant Certificate. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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AMENDMENT NO. 3 TO THE COLLABORATION AGREEMENT BETWEEN EXELIXIS, INC., AND BRISTOL-MYERS SQUIBB COMPANY
Exelixis Inc • February 22nd, 2011 • Services-commercial physical & biological research

THIS AMENDMENT NO. 3 (“Amendment No. 3”) to the Agreement (defined below) is effective as of October 8, 2010 (the “Amendment No. 3 Effective Date”) by and between Exelixis, Inc., a Delaware corporation located at 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083-0511 (“Exelixis”) and Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”). Exelixis and BMS may be referred to individually as a “Party” and collectively as the “Parties”.

COLLABORATION AGREEMENT
Collaboration Agreement • February 22nd, 2011 • Exelixis Inc • Services-commercial physical & biological research • Delaware

THIS COLLABORATION AGREEMENT (the “Agreement”) is made and entered into as of October 8, 2010 (the “Effective Date”) by and between EXELIXIS, INC., a Delaware corporation having its principal place of business at 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083-0511 (“Exelixis”), and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 345 Park Avenue, New York, New York, 10154 (“BMS”). Exelixis and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

THIRD AMENDMENT TO BUILD-TO-SUIT LEASE
-Suit Lease • February 22nd, 2011 • Exelixis Inc • Services-commercial physical & biological research

This Third Amendment to Build-to-Suit Lease (“Third Amendment”) is made and entered into as of May 24, 2001, by and between BRITANNIA POINTE GRAND LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and EXELIXIS, INC. (formerly known as Exelixis Pharmaceuticals, Inc.), a Delaware corporation (“Tenant”), with reference to the following facts:

AMENDMENT NO. 3 TO THE COLLABORATION AGREEMENT BETWEEN EXELIXIS, INC., AND BRISTOL-MYERS SQUIBB COMPANY
Exelixis Inc • February 22nd, 2011 • Services-commercial physical & biological research

THIS AMENDMENT NO. 3 (“Amendment No. 3”) to the Agreement (defined below) is executed as of October 8, 2010 (the “Amendment No. 3 Execution Date”) by and between Exelixis, Inc., a Delaware corporation located at 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083-0511 (“Exelixis”) and Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”). Exelixis and BMS may be referred to individually as a “Party” and collectively as the “Parties”.

LICENSE AGREEMENT
License Agreement • February 22nd, 2011 • Exelixis Inc • Services-commercial physical & biological research • Delaware

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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