[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS
FILED 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 (the “ Agreement ”) is made and entered into as of December 5, 2005 (the “
Execution 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 B RISTOL -M YERS S QUIBB C OMPANY , 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 ”.
A. BMS is a multinational health care company that has expertise and capability in developing and marketing human
pharmaceuticals and has research and development programs, including expertise and proprietary technology relating to
compounds that modulate the Liver X Receptor.
B. Exelixis is a drug discovery company that has expertise and proprietary technology relating to compounds that modulate the
Liver X Receptor.
C. BMS and Exelixis desire to establish a collaboration to apply such Exelixis technology and expertise to the discovery, lead
optimization and characterization of small molecule compounds, and to provide for the development and commercialization of
novel therapeutic and prophylactic products based on such compounds.
N OW , T HEREFORE , the Parties agree as follows:
Capitalized terms used in this Agreement (other than the headings of the Sections or Articles) have the following meanings set
forth in this Article 1, or, if not listed in this Article 1, the meanings as designated in the text of this Agreement.
1.1 “Affiliate” means, with respect to a particular Party, a person, corporation, partnership, or other entity that controls, is