[ * ] = C ERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT , MARKED BY BRACKETS , HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE S ECURITIES AND E XCHANGE C OMMISSION PURSUANT TO R ULE 24B-2 OF THE S ECURITIES E
XCHANGE A CT OF 1934, AS AMENDED .
E XHIBIT 10.1
T HIS C OLLABORATION A GREEMENT (the “ Agreement ”) is made and entered into as of March 20 th , 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 S ANKYO C OMPANY , L IMITED , a Japanese corporation
having its principal place of business at 3-5-1 Nihonbashi-honcho, Chuo-ku, Tokyo 103-8426 Japan (“ Sankyo ”). Exelixis and
Sankyo are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties ”.
A. Sankyo is a multinational health care company that has expertise and capability in researching, developing and
commercializing human pharmaceuticals.
B. Exelixis is a drug discovery company that has expertise and proprietary technology relating to compounds that modulate the
C. Sankyo and Exelixis desire to establish a collaboration to apply such Exelixis technology and such expertise of Exelixis and
Sankyo to the lead optimization and characterization of small molecule compounds that modulate the Mineralocorticoid
Receptor, and to the development and commercialization of novel therapeutic and prophylactic products based on such
N OW T HEREFORE , Exelixis and Sankyo 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 listed in this Article 1 , the meaning 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 c