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<p align="right"><font size="3" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on February 2, 2001<br>
                                               Registration No. 333-________
</strong></font></p>

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</DIV>
<DIV align=left>
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<p align="center"><font size="3"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>

<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="5"><strong>FORM S-8</strong></center></font>


<p align="center"><font size="3"><strong>
                             REGISTRATION STATEMENT<br>
                                    Under<br>
                       The Securities Act of 1933
</strong>

<HR align=center SIZE=2 width="25%">

<p align="center"><font size="6" color="#0000FF"><strong>
                              <u>EXELIXIS, INC.</u>
</strong></font></br>
<font size="2">
                    (Exact name of registrant as specified in its charter)



<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>04-3257395</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><strong>
                                     170 Harbor Way<br>
                                        P.O. Box 511<br>
                        South San Francisco, California &nbsp;&nbsp;  94083<br>
                                       <u>(650) 837-7000
</strong></font></u><br>

<font size="2">
       (Address of principal executive offices, including zip code)</P>

<font size="3">
<B><P ALIGN="CENTER">Agritope, Inc. Employee Stock Ownership Plan<br>
                     Agritope, Inc. 401(k) Profit Sharing Plan</P>
</B></FONT><FONT SIZE=1><P ALIGN="CENTER">(Full title of the plan)</P>

</FONT><FONT SIZE=2><P ALIGN="CENTER">Glen Y. Sato<br>
                      Chief Financial Officer<br>
                               Exelixis, Inc.<br>
                                 170 Harbor Way<br>
                                    P.O. Box 511<br>
                             South San Francisco, CA 94083<BR>
                                     (650) 837-7000</P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">(Name, address, including zip code, and
telephone number, including area code, of agent for service)</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">Copies to:</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=4 WIDTH=335>
<TR><TD VALIGN="TOP">
<P ALIGN="CENTER"><B><FONT SIZE=2>Robert L. Jones, Esq.<BR>
Cooley Godward llp<BR>
Five Palo Alto Square<BR>
3000 El Camino Real<BR>
Palo Alto, California 94306</B></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=2><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=4 WIDTH=720>
<TR><TD WIDTH="25%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><B><FONT SIZE=1>Title of Securities</P>
<P ALIGN="CENTER">to be Registered</B></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount to be Registered</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum <BR>
Offering Price Per Share (1)</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate Offering Price
(1)</B></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount of <BR>
Registration Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Common Stock (par value $.001)</Font></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">37,333</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$14.875</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$ 555,328</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$139</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=1><P ALIGN="justify">&nbsp;</P><DIR>

<OL>

<FONT SIZE=1><LI>In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plans
described herein.</LI>
<LI>Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.  The offering price per share is calculated upon the basis of the price
of Exelixis, Inc., a Delaware corporation (&quot;Exelixis&quot;), common stock
(par value $.001 per share) (&quot;Exelixis Common Stock&quot;), based upon the
average of the high and low prices reported by the Nasdaq National Market
System, as of January 29, 2001. </LI></OL>

<P>&#9;The shares to be registered hereunder have been exchanged by Exelixis
into shares of Exelixis Common Stock pursuant to an exchange ratio set forth in
an Agreement and Plan of Merger and Reorganization, dated as of September 7,
2000, by and among Exelixis, Athens Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Exelixis, and Agritope, Inc., a Delaware
corporation (&quot;Agritope&quot;), in connection with the assumption by
Exelixis of the Agritope Employee Stock Ownership Plan and the Agritope 401(k)
Profit Sharing Plan.</P>

<B><FONT SIZE=2><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=4 WIDTH=720>
<TR><TD WIDTH="35%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><B><FONT SIZE=1>Title of Plan</P>
<TD WIDTH="25%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Number of Shares Under Plan</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Offering Price per Share
</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Aggregate Offering Price</B></FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Agritope, Inc. Employee Stock Ownership Plan<br>
Agritope, Inc. 401(k) Profit Sharing Plan</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">16,544<br>
20,789</Font></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$14.875<br>
$14.875</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$ 246,092<br>
$309,222</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=1><P ALIGN="justify">&nbsp;</P><DIR>

</FONT><B><FONT SIZE=2><P>Approximate date of commencement of proposed sale to
the public:  as soon as practicable after this Registration Statement becomes
effective.</P></B></FONT>

<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>

<B><FONT SIZE=3><P ALIGN="CENTER">INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE</P>
</B><P>The following documents filed by Exelixis, Inc. (the &quot;Company&quot;)
with the Securities and Exchange Commission (the &quot;SEC&quot;) are
incorporated by reference into this Registration Statement:</P>
<OL TYPE="a">
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Company's prospectus filed pursuant to
Rule&nbsp;424(b) under the Securities Act of 1933, as amended (the
&quot;Securities Act&quot;), on April 25, 2000 (No. 333-96335);</LI></P>
<LI>The Company's quarterly reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 2000; </LI>
<LI>The Company's current reports on Form 8-K dated April 24, September 7,
November&nbsp;9 and December 22, 2000; and</LI>
<LI>The description of the Company's common stock which is contained in the
Registration Statement on Form 8-A, filed on April 6, 2000, under the Securities
Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), including any
amendment or report filed for the purpose of updating such description.
</LI></OL>
</OL>

<P>All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment, which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports and
documents. </P>
<B><P ALIGN="CENTER">INDEMNIFICATION OF DIRECTORS AND OFFICERS</P>
</B><P>Under Section 145 of the Delaware General Corporation Law (the
&quot;DGCL&quot;), the Company has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act.  The Restated Bylaws of the Company (the
&quot;Bylaws&quot;) require the Company to indemnify its directors and executive
officers, and permit the Company to indemnify its other officers, employees and
other agents, to the extent permitted by the DGCL.  Under the Bylaws,
indemnified parties are entitled to indemnification for negligence, gross
negligence and otherwise, to the fullest extent permitted by the Bylaws.  The
Bylaws also require the Company to advance litigation expenses in the case of
stockholder derivative actions, or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.  </P>
<P>The Company has entered into indemnity agreements with each of its directors
and executive officers.  Such indemnity agreements contain provisions which are
in some respects broader than the specific indemnification provisions contained
under the DGCL. The Company also maintains an insurance policy for its directors
and executive officers insuring against certain liabilities arising in their
capacities as such.</P>
<B><P>EXHIBITS</P>
<P>Exhibit Number</B></P><DIR>
<DIR>
<DIR>


</B><P>4.1*&#9;Amended and Restated Certificate of Incorporation of the
Company.</P>
<P>4.2*&#9;Restated Bylaws of the Company.</P>
<P>5.1&#9;Opinion of Cooley Godward LLP.</P>
<P>23.1&#9;Consent of Independent Accountants.</P>
<P>23.2&#9;Consent of Cooley Godward LLP is contained in Exhibit&nbsp;5.1 to
this Registration Statement.</P>
<P>24.1&#9;Power of Attorney is contained on the signature pages to this
Registration Statement.</P>
<P>99.1&#9;Agritope, Inc. Employee Stock Ownership Plan.</P>
<P>99.2&#9;Agritope, Inc. 401(k) Profit Sharing Plan.</P>
<P>________________________</P>
</DIR>
</DIR>

<P>*Incorporated by reference to the Company's Registration Statement on
Form S-1, as amended (File No. 333-96335), originally filed with the SEC on
February 7, 2000.</P>





<B><P>UNDERTAKINGS</P>
</B><P>1.&#9;The undersigned registrant hereby undertakes:</P>
<P>(a)&#9;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</P>
<P>(i)&#9;To include any prospectus required by Section 10(a)(3) of the
Securities Act;</P>
<P>(ii)&#9;To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;</P>
<P>(iii)&#9;To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;</P>
<I><P>Provided, however,</I> that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act that are incorporated
by reference herein.</P>
<P>(b)&#9;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.</P>
<P>(c)&#9;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.</P>
<P>2.&#9;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference herein shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.</P>
<P>3.&#9;Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.</P>
<P>4.&#9;The undersigned registrant will submit or has submitted the Agritope,
Inc. Employee Stock Ownership Plan and the Agritope, Inc. 401(k) Profit Sharing
Plan (collectively, the "Plans") and any amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plans.</P>
<P>&nbsp;</P>
</DIR>
</DIR>

<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South San Francisco, State of California, on February
2, 2001.</P><DIR>
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<B><P>EXELIXIS, INC.</P>
</B><P>By:    <U> /s/ George A. Scangos     &#9;</P>
</U><P>&#9;George A. Scangos, Ph.D.</P>
<P>&#9;President and Chief Executive Officer </P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P>Know All Persons by these Presents</B>, that each person whose signature
appears below constitutes and appoints George A. Scangos and Glen Y. Sato, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.</P>
<P>Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. </P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=24 WIDTH=648>
<TR><TD WIDTH="42%" VALIGN="TOP">
<P><B><FONT SIZE=2>Signature</B></FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<B><FONT SIZE=2><P>Title</B></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<B><FONT SIZE=2><P>Date</B></FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ George A. Scangos, Ph.D.</U><BR>
&#9;George A. Scangos, Ph.D.</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>President, Chief Executive Officer and Director<BR>
<I>(Principal Executive Officer)</I></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>February 1, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Glen Y. Sato&#9;</U><BR>
&#9;Glen Y. Sato</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Chief Financial Officer <BR>
<I>(Principal Financial and Accounting Officer)</I></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>February 1, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Steilos Papadopoulos, Ph.D.</U><BR>&#9;Stelios
Papadopoulos, Ph.D.</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Chairman of the Board of Directors</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>February 1, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Charles Cohen, Ph.D.&#9;</U><BR>
&#9;Charles Cohen, Ph.D.</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>February 1, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;&#9;/s/ Jurgen Drews, M.D.<BR>
</U>&#9;Jurgen Drews, M.D.</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>February 1, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Geoffrey Duyk, M.D. Ph.D.</U><BR>&#9;Geoffrey Duyk, M.D.,
Ph.D.</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>February 1, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP" HEIGHT=59>
<U><FONT SIZE=2><P>&#9;/s/Jason S. Fisherman, M.D.</U><BR>&#9;Jason S. Fisherman,
M.D.</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP" HEIGHT=59>
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=59>
<FONT SIZE=2><P>February 1, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Jean-Francois Formela, M.D.</U><BR>&#9;Jean-Francois
Formela, M.D.</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>February 1, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;&#9;<BR>
<FONT SIZE=2><P>&#9;</U><BR>&#9;Edmund Olivier
de Vezin</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P></FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;&#9;<BR>
</U>&#9;Lance Willsey, M.D.</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P></FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;&#9;/s/Peter Stadler<BR>
</U>&#9;Peter Stadler, Ph.D.</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>February 1, 2001</FONT></TD>
<P>&nbsp;</TD>
</TR>
</TABLE>



<B><FONT SIZE=3>
<P>&nbsp;</P>
<P>Agritope, Inc. Employee Stock Ownership Plan</P>
</B><P>Pursuant to the requirements of the Securities Act, the trustees have
duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of South San Francisco,
State of California, on February 2, 2001.</P>
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<P>By: <U>/s/ Glen Y. Sato &#9;</P>
</U><P>Name:&#9;Glen Y. Sato</P>
<P>Title:&#9;Trustee</P>
</DIR>
</DIR>
</DIR>
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<B><P>Agritope, Inc. 401(k) Profit Sharing Plan</P>
</B><P>Pursuant to the requirements of the Securities Act, the trustees have
duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of South San Francisco,
State of California, on February 2, 2001.</P>
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<P>By: <U>/s/ Glen Y. Sato &#9;</P>
</U><P>Name:&#9;Glen Y. Sato</P>
<P>Title:&#9;Trustee</P>
<B></DIR>
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<P>EXHIBITS</P>
<P>Exhibit  Number</P>
<DIR>
<DIR>
<DIR>

</B><P>4.1*&#9;Amended and Restated Certificate of Incorporation of the
Company.</P>
<P>4.2*&#9;Restated Bylaws of the Company.</P>
<P>5.1&#9;Opinion of Cooley Godward LLP.</P>
<P>23.1&#9;Consent of Independent Accountants.</P>
<P>23.2&#9;Consent of Cooley Godward LLP is contained in Exhibit&nbsp;5.1 to
this Registration Statement.</P>
<P>24.1&#9;Power of Attorney is contained on the signature pages to this
Registration Statement.</P>
<P>99.1&#9;Agritope, Inc. Employee Stock Ownership Plan.</P>
<P>99.2&#9;Agritope, Inc. 401(k) Profit Sharing Plan.</P>
<P>________________________</P>
</DIR>
</DIR>
</DIR>

</B><P>*Incorporated by reference to the Company's Registration Statement on
Form S-1, as amended (File No. 333-96335), originally filed with the SEC on
February 7, 2000.</P>
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{"company-data": {"conformed-name": "EXELIXIS INC", "cik": "0000939767", "assigned-sic": "8731", "irs-number": "043257395", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54868", "film-number": "1523796"}, "business-address": {"street1": "170 HARBOR WAY", "street2": "P O BOX 511", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94083", "phone": "6508252200"}, "mail-address": {"street1": "170 HARBOR WAY", "street2": "P O BOX 511", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94083"}, "former-company": {"former-conformed-name": "EXELIXIS PHARMACEUTICALS INC", "date-changed": "20000106"}}
02012001 S8 DOC
As filed with the Securities and Exchange Commission on February 2, 2001
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
EXELIXIS, INC.
(Exact name of registrant as specified in its charter)
Delaware
04-3257395
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
170 Harbor Way
P.O. Box 511
South San Francisco, California     94083
(650) 837-7000
(Address of principal executive offices, including zip code)
Agritope, Inc. Employee Stock Ownership Plan
Agritope, Inc. 401(k) Profit Sharing Plan
(Full title of the plan)
Glen Y. Sato
Chief Financial Officer
Exelixis, Inc.
170 Harbor Way
P.O. Box 511
South San Francisco, CA 94083
(650) 837-7000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Robert L. Jones, Esq.
Cooley Godward llp
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be Registered
Proposed Maximum
Offering Price Per Share (1)
Proposed Maximum Aggregate Offering Price
(1)
Amount of
Registration Fee
Common Stock (par value $.001)
37,333
$14.875
$ 555,328
$139
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plans
described herein.
Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.  The offering price per share is calculated upon the basis of the price
of Exelixis, Inc., a Delaware corporation ("Exelixis"), common stock
(par value $.001 per share) ("Exelixis Common Stock"), based upon the
average of the high and low prices reported by the Nasdaq National Market
System, as of January 29, 2001.
The shares to be registered hereunder have been exchanged by Exelixis
into shares of Exelixis Common Stock pursuant to an exchange ratio set forth in
an Agreement and Plan of Merger and Reorganization, dated as of September 7,
2000, by and among Exelixis, Athens Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Exelixis, and Agritope, Inc., a Delaware
corporation ("Agritope"), in connection with the assumption by
Exelixis of the Agritope Employee Stock Ownership Plan and the Agritope 401(k)
Profit Sharing Plan.
CALCULATION OF REGISTRATION FEE
Title of Plan
Number of Shares Under Plan
Offering Price per Share
Aggregate Offering Price
Agritope, Inc. Employee Stock Ownership Plan
Agritope, Inc. 401(k) Profit Sharing Plan
16,544
20,789
$14.875
$14.875
$ 246,092
$309,222
Approximate date of commencement of proposed sale to
the public:  as soon as practicable after this Registration Statement becomes
effective.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The following documents filed by Exelixis, Inc. (the "Company")
with the Securities and Exchange Commission (the "SEC") are
incorporated by reference into this Registration Statement:
The Company's prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), on April 25, 2000 (No. 333-96335);
The Company's quarterly reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 2000;
The Company's current reports on Form 8-K dated April 24, September 7,
November 9 and December 22, 2000; and
The description of the Company's common stock which is contained in the
Registration Statement on Form 8-A, filed on April 6, 2000, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment, which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports and
documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law (the
"DGCL"), the Company has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act.  The Restated Bylaws of the Company (the
"Bylaws") require the Company to indemnify its directors and executive
officers, and permit the Company to indemnify its other officers, employees and
other agents, to the extent permitted by the DGCL.  Under the Bylaws,
indemnified parties are entitled to indemnification for negligence, gross
negligence and otherwise, to the fullest extent permitted by the Bylaws.  The
Bylaws also require the Company to advance litigation expenses in the case of
stockholder derivative actions, or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.
The Company has entered into indemnity agreements with each of its directors
and executive officers.  Such indemnity agreements contain provisions which are
in some respects broader than the specific indemnification provisions contained
under the DGCL. The Company also maintains an insurance policy for its directors
and executive officers insuring against certain liabilities arising in their
capacities as such.
EXHIBITS
Exhibit Number
4.1*	Amended and Restated Certificate of Incorporation of the
Company.
4.2*	Restated Bylaws of the Company.
5.1	Opinion of Cooley Godward LLP.
23.1	Consent of Independent Accountants.
23.2	Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement.
24.1	Power of Attorney is contained on the signature pages to this
Registration Statement.
99.1	Agritope, Inc. Employee Stock Ownership Plan.
99.2	Agritope, Inc. 401(k) Profit Sharing Plan.
________________________
*Incorporated by reference to the Company's Registration Statement on
Form S-1, as amended (File No. 333-96335), originally filed with the SEC on
February 7, 2000.
UNDERTAKINGS
1.	The undersigned registrant hereby undertakes:
(a)	To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)	To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)	To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii)	To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however,
that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference herein.
(b)	That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c)	To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
2.	The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference herein shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3.	Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4.	The undersigned registrant will submit or has submitted the Agritope,
Inc. Employee Stock Ownership Plan and the Agritope, Inc. 401(k) Profit Sharing
Plan (collectively, the "Plans") and any amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plans.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South San Francisco, State of California, on February
2, 2001.
EXELIXIS, INC.
By:
/s/ George A. Scangos
George A. Scangos, Ph.D.
President and Chief Executive Officer
Know All Persons by these Presents
, that each person whose signature
appears below constitutes and appoints George A. Scangos and Glen Y. Sato, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature
Title
Date
/s/ George A. Scangos, Ph.D.
George A. Scangos, Ph.D.
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 1, 2001
/s/ Glen Y. Sato
Glen Y. Sato
Chief Financial Officer
(Principal Financial and Accounting Officer)
February 1, 2001
/s/ Steilos Papadopoulos, Ph.D.
Stelios
Papadopoulos, Ph.D.
Chairman of the Board of Directors
February 1, 2001
/s/ Charles Cohen, Ph.D.
Charles Cohen, Ph.D.
Director
February 1, 2001
/s/ Jurgen Drews, M.D.
Jurgen Drews, M.D.
Director
February 1, 2001
/s/ Geoffrey Duyk, M.D. Ph.D.
Geoffrey Duyk, M.D.,
Ph.D.
Director
February 1, 2001
/s/Jason S. Fisherman, M.D.
Jason S. Fisherman,
M.D.
Director
February 1, 2001
/s/ Jean-Francois Formela, M.D.
Jean-Francois
Formela, M.D.
Director
February 1, 2001
Edmund Olivier
de Vezin
Director
Lance Willsey, M.D.
Director
/s/Peter Stadler
Peter Stadler, Ph.D.
Director
February 1, 2001
Agritope, Inc. Employee Stock Ownership Plan
Pursuant to the requirements of the Securities Act, the trustees have
duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of South San Francisco,
State of California, on February 2, 2001.
By:
/s/ Glen Y. Sato
Name:	Glen Y. Sato
Title:	Trustee
Agritope, Inc. 401(k) Profit Sharing Plan
Pursuant to the requirements of the Securities Act, the trustees have
duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of South San Francisco,
State of California, on February 2, 2001.
By:
/s/ Glen Y. Sato
Name:	Glen Y. Sato
Title:	Trustee
EXHIBITS
Exhibit  Number
4.1*	Amended and Restated Certificate of Incorporation of the
Company.
4.2*	Restated Bylaws of the Company.
5.1	Opinion of Cooley Godward LLP.
23.1	Consent of Independent Accountants.
23.2	Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
this Registration Statement.
24.1	Power of Attorney is contained on the signature pages to this
Registration Statement.
99.1	Agritope, Inc. Employee Stock Ownership Plan.
99.2	Agritope, Inc. 401(k) Profit Sharing Plan.
________________________
*Incorporated by reference to the Company's Registration Statement on
Form S-1, as amended (File No. 333-96335), originally filed with the SEC on
February 7, 2000.