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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

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                                    FORM 8-K

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                                 CURRENT REPORT

     PURSUANT  TO  SECTION  13  OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          Date  of  Report  (Date  of earliest event reported): January  4, 2005
                                                                        

                                   EXELIXIS, INC.
                                   --------------

             (Exact  name  of  registrant  as  specified  in  its  charter)


         Delaware                      0-30235                 04-3257395
         --------                      -------                 ----------
      (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
                                 --------------
              (Registrant's telephone number, including area code)


     Check  the  appropriate  box  below  if  the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):


     [] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

     [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


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Item  8.01  Other  Events.

On  January  4,  2005, Exelixis, Inc. (the "Company") entered into amendments to
its  collaboration  agreements  with  Scios,  Inc.  ("Scios"),  Schering-Plough
Research  Institute  ("Schering-Plough"),  Merck  &  Co.,  Inc.  ("Merck"),  and
Cytokinetics, Inc. ("Cytokinetics" and, together with Scios, Schering-Plough and
Merck,  the  "CombiChem  Partners")  pursuant  to  which  the  Company  and each
CombiChem  Partner  mutually  agreed  to terminate, effective as of December 31,
2004,  the  collaboration  agreement between the Company and each such CombiChem
Partner  in  the  field  of  combinatorial  chemistry.

Under  the  terms  of each collaboration agreement, the Company was obligated to
generate  and  deliver,  in exchange for certain payments, a specified number of
chemical  compounds  in  order to build a high-throughput screening library with
each  CombiChem Partner. The agreement with Scios was entered into on October 9,
2001 and under its original terms would have expired upon the earlier of October
9,  2005  or delivery by the Company and acceptance by Scios of a certain number
of agreed-upon compounds. The agreement with Schering-Plough was entered into on
January  3,  2002  and  under  its  original terms would have expired five years
following   the   date  of  receipt  of   certain  compounds  specified  in  the
collaboration agreement by Schering-Plough. The agreement with Merck was entered
into on May 1, 2002 and under its original terms would have expired on the later
of January 1, 2006 or delivery by the Company and acceptance by Merck of certain
compounds   specified  in  the  collaboration   agreement.  The  agreement  with
Cytokinetics  was entered into on December 28, 2001 and under its original terms
would  have expired on December 28, 2006, unless extended by Cytokinetics at its
sole  discretion.

Each  of  the  amendments  provides  that  the  Company  has fully satisfied its
obligation  to  deliver  compounds to the CombiChem Partner under the respective
collaboration  agreement.  No  early termination penalties have been incurred by
the Company in connection with the termination of the agreements.  The Company's
rationale  for  terminating  the  collaborations  was  that  they were no longer
strategically  or  economically  attractive  to  the  Company.





                                    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:  January 7, 2005

                                 Exelixis, Inc.


                                 /s/  Christoph  Pereira
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                                 Christoph  Pereira
                                 Vice  President,  Legal  Affairs  and Secretary