T HIS C ONSULTING A GREEMENT (the “Agreement”) is made and entered into effective as of January 12, 2007 (the
“Effective Date”) by and between E XELIXIS , I NC ., a Delaware corporation located at 170 Harbor Way, P.O. Box 511, South San
Francisco, CA 94083-0511 (the “Company”), and J EFFREY L ATTS , an individual whose address is as set forth on Exhibit A
W HEREAS , Consultant has unique skills and knowledge in the Company’s field of endeavor and thus is well suited to
advise the Company with respect to its research and development; and
W HEREAS , the Company desires that Consultant be available to advise and consult with the Company in the research,
development and analysis of technology relating to the Company’s research and product development efforts, and Consultant
agrees to make himself available to provide such assistance to the Company through a consulting relationship with the
N OW T HEREFORE , in consideration of the mutual obligations specified in this Agreement, the parties agree to the
1. C ONSULTING S ERVICES E NGAGEMENT . The Company hereby engages Consultant, and Consultant hereby accepts such
engagement, to perform consulting services for the Company as set forth herein.
1.1 Scope. Consultant shall provide the consulting services specified in Exhibit A (“Services”). The specific nature and
amount of the Services to be performed shall be determined by the Company during the term of this Agreement.
1.2 Performance and Time Commitment. Consultant shall render the Services at such times, places and through such
communications means as may be mutually agreed upon by Consultant and the Company.
1.3 Professional Standards . The manner and means used by Consultant to perform the Services desired by the Company
are in the sole discretion and control of Consultant. Consultant’s Services, and the results thereof, will be performed with and
be the product of the highest degree of professional ski