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<TITLE>12212000 S8 DOC</TITLE>
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<p align="right"><font size="3" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on December 21, 2000<br>
                                               Registration No. 333-________
</strong></font></p>

<DIV align=left>
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</DIV>
<DIV align=left>
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</DIV>

<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">Options Assumed By Exelixis, Inc.<br>
                        Originally Granted Under The<br>
                     Agritope, Inc. 1997 Stock Award 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">Stock Options and Common Stock (par value
$.001)</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">642,798</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$ 5.71 - $ 20.00</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$ 8,581,467</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$ 2,265.51</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

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


<P Align="left">(1) 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 based upon the exercise prices for
shares subject to outstanding options granted under the Agritope, Inc.
("Agritope") 1997 Stock Award Plan.</P>
</DIR>

<P ALIGN="JUSTIFY">Approximate date of commencement of proposed sale to the
public: as soon as practicable after this Registration Statement becomes
effective.</P>
<P ALIGN="JUSTIFY">The stock options to be registered hereunder have been
assumed by Exelixis, Inc. ("Exelixis") pursuant to an Agreement and Plan of
Merger and Reorganization, dated as of September 7, 2000, by and among Exelixis,
a Delaware corporation, Athens Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Exelixis, and Agritope, a Delaware corporation. These
options were originally granted to employees and consultants of Agritope under
the Agritope 1997 Stock Award Plan.</P>



</FONT><B><FONT SIZE=2><P ALIGN="CENTER">INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE</P>

</B><P>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:</P>
<OL TYPE="a">
<OL TYPE="a">

<LI>The Company's prospectus filed pursuant to Rule&nbsp;424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on April 25, 2000
(No. 333-96335);</LI>
<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 and
November&nbsp;8, 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 "Exchange Act"), 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>INTERESTS OF NAMED EXPERTS AND COUNSEL</P>
</B><P>The legality of the common stock offered hereby will be passed upon for
the Company by Cooley Godward llp, Palo Alto, California.</P>

<B><P>INDEMNIFICATION OF DIRECTORS AND OFFICERS</P>
</B><P>Under Section 145 of the Delaware General Corporation Law, 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 Amended and Restated Bylaws of the Company 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 Delaware law. Under the Bylaws, indemnified parties are entitled
to indemnification for negligence, gross negligence and otherwise to the fullest
extent permitted by law. 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
in Delaware law. 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</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.</P>
<P>99.1&#9;Agritope, Inc. 1997 Stock Award Plan.</P>
<P>________________________</P></DIR>
</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>
<P>&nbsp;</P>
<DIR>
<DIR>

<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>&nbsp;</P>
</DIR>
</DIR>




<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 December
18, 2000.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<B><P>EXELIXIS, INC.</P>
</B><P>By: <U>/s/ George A. Scangos, Ph.D.&#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>

<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
<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>December 18, 2000</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>December 18, 2000</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>December 18, 2000</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>December 18, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Jurgen Drews, M.D.&#9;<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>December 18, 2000</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>December 18, 2000</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>December 18<U>,</U> 2000</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>December 18, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;&#9;<BR>
</U>&#9;Edmund Olivier de Vezin</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="42%" VALIGN="TOP">
<U><FONT SIZE=2><P>&#9;/s/ Lance Willsey, M.D.&#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>December 18, 2000</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>December 20, 2000</FONT></TD>
<P>&nbsp;</TD>
</TR>
</TABLE>

<B><FONT SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P>
<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.</P>
<P>99.1&#9;Agritope, Inc. 1997 Stock Award Plan.</P>
<P>________________________</P>
</DIR>
</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>


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12212000 S8 DOC
As filed with the Securities and Exchange Commission on December 21, 2000
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)
Options Assumed By Exelixis, Inc.
Originally Granted Under The
Agritope, Inc. 1997 Stock Award 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
Stock Options and Common Stock (par value
$.001)
642,798
$ 5.71 - $ 20.00
$ 8,581,467
$ 2,265.51
(1) 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 based upon the exercise prices for
shares subject to outstanding options granted under the Agritope, Inc.
("Agritope") 1997 Stock Award Plan.
Approximate date of commencement of proposed sale to the
public: as soon as practicable after this Registration Statement becomes
effective.
The stock options to be registered hereunder have been
assumed by Exelixis, Inc. ("Exelixis") pursuant to an Agreement and Plan of
Merger and Reorganization, dated as of September 7, 2000, by and among Exelixis,
a Delaware corporation, Athens Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Exelixis, and Agritope, a Delaware corporation. These
options were originally granted to employees and consultants of Agritope under
the Agritope 1997 Stock Award Plan.
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 and
November 8, 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.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the common stock offered hereby will be passed upon for
the Company by Cooley Godward llp, Palo Alto, California.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, 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 Amended and Restated Bylaws of the Company 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 Delaware law. Under the Bylaws, indemnified parties are entitled
to indemnification for negligence, gross negligence and otherwise to the fullest
extent permitted by law. 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
in Delaware law. 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.
99.1	Agritope, Inc. 1997 Stock Award 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.
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 December
18, 2000.
EXELIXIS, INC.
By:
/s/ George A. Scangos, Ph.D.
George A. Scangos, Ph.D.
President and Chief Executive Officer
POWER OF ATTORNEY
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)
December 18, 2000
/s/ Glen Y. Sato
Glen Y. Sato
Chief Financial Officer
(Principal Financial and Accounting Officer)
December 18, 2000
/s/ Steilos Papadopoulos, Ph.D.
Stelios
Papadopoulos, Ph.D.
Chairman of the Board of Directors
December 18, 2000
/s/ Charles Cohen, Ph.D.
Charles Cohen, Ph.D.
Director
December 18, 2000
/s/ Jurgen Drews, M.D.
Jurgen Drews, M.D.
Director
December 18, 2000
/s/ Geoffrey Duyk, M.D. Ph.D.
Geoffrey Duyk, M.D.,
Ph.D.
Director
December 18, 2000
/s/Jason S. Fisherman, M.D.
Jason S. Fisherman,
M.D.
Director
December 18
,
2000
/s/ Jean-Francois Formela, M.D.
Jean-Francois
Formela, M.D.
Director
December 18, 2000
Edmund Olivier de Vezin
Director
/s/ Lance Willsey, M.D.
Lance Willsey, M.D.
Director
December 18, 2000
/s/Peter Stadler
Peter Stadler, Ph.D.
Director
December 20, 2000
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.
99.1	Agritope, Inc. 1997 Stock Award 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.