[ * ] = 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.
T HIS C OLLABORATION A GREEMENT (this “ Agreement ”) is made and entered into as of December 22, 2006 (the “
Effective Date ”) by and between E XELIXIS , I NC . , 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 G ENENTECH , I NC ., a Delaware corporation
having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“ Genentech ”). Exelixis and
Genentech are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .”
A. Genentech is a health care company that has expertise and capability in researching, developing and marketing human
B. Exelixis is a drug discovery company that has expertise and proprietary technology relating to therapeutics that modulate
signal transduction pathways involved in oncology and other disease areas.
C. Genentech and Exelixis desire to establish a collaborative development and commercialization program under which
Genentech would sponsor certain programs at Exelixis for the generation, screening and research validation of therapeutics
directed against a signal transduction pathway target important to oncology. In return, Genentech would have the ability to
jointly develop such therapeutics with Exelixis, and to commercialize such therapeutics either on its own or, in the United States,
through a co-promotion arrangement with Exelixis.
N OW , T HEREFORE , the Parties agree as follows:
Capitalized terms used in this Agreement (other than the headings of the Sections or Articles) shall have the following
meaning set forth in this Article 1, or, if not list