Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RIVERA LUPE M
   2. Issuer Name and Ticker or Trading Symbol
EXELIXIS INC [EXEL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Operations
(Last)
(First)
(Middle)
C/O EXELIXIS, INC., 170 HARBOR WAY, PO BOX 511		 3. Date of Earliest Transaction (Month/Day/Year)
12/14/2010
(Street)

SOUTH SAN FRANCISCO, CA 94083-0511		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/14/2010   M   6,250 A $ 5.63 6,250 D  
Common Stock 12/14/2010   S(1)   6,250 D $ 7 0 D  
Common Stock 12/14/2010   M   3,000 A $ 5.63 3,000 D  
Common Stock 12/14/2010   S(1)   3,000 D $ 7 0 D  
Common Stock 12/14/2010   M   4,000 A $ 5.63 4,000 D  
Common Stock 12/14/2010   S(1)   4,000 D $ 7 0 D  
Common Stock 12/14/2010   M   11,750 A $ 5.63 11,750 D  
Common Stock 12/14/2010   S(1)   11,750 D $ 7 0 D  
Common Stock 12/15/2010   M   4,250 A $ 5.63 4,250 D  
Common Stock 12/15/2010   S(1)   4,250 D $ 7.5 0 D  
Common Stock 12/15/2010   M   20,750 A $ 5.63 20,750 D  
Common Stock 12/15/2010   S(1)   20,750 D $ 7.5 0 D  
Common Stock 12/15/2010   M   25,000 A $ 5.63 25,000 D  
Common Stock 12/15/2010   S(1)   25,000 D $ 8 0 D  
Common Stock               2,963.201 (2) I By 401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $ 5.63 12/14/2010   M     6,250 08/05/2010 10/17/2015 Common Stock 6,250 $ 0 0 D  
Option (right to buy) $ 5.63 12/14/2010   M     3,000 08/05/2010 10/17/2015 Common Stock 3,000 $ 0 0 D  
Option (right to buy) $ 5.63 12/14/2010   M     4,000 08/05/2010 10/17/2015 Common Stock 4,000 $ 0 0 D  
Option (right to buy) $ 5.63 12/14/2010   M     11,750 08/05/2010(3) 10/17/2015 Common Stock 11,750 $ 0 4,250 D  
Option (right to buy) $ 5.63 12/15/2010   M     4,250 08/05/2010 10/17/2015 Common Stock 4,250 $ 0 0 D  
Option (right to buy) $ 5.63 12/15/2010   M     20,750 08/05/2010(4) 10/17/2015 Common Stock 20,750 $ 0 84,250 D  
Option (right to buy) $ 5.63 12/15/2010   M     25,000 08/05/2010(4) 10/17/2015 Common Stock 25,000 $ 0 59,250 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RIVERA LUPE M
C/O EXELIXIS, INC.
170 HARBOR WAY, PO BOX 511
SOUTH SAN FRANCISCO, CA 94083-0511		       EVP, Operations  

Signatures

 /s/ James B. Bucher, Attorney in Fact   12/16/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2009, as amended.
(2) Represents 2963.201 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of December 15, 2010.
(3) The option, representing the right to purchase a total of 16,000 shares, became exercisable as to one hundred percent (100%) of the shares subject to the option on August 5, 2010.
(4) The option, representing the right to purchase a total of 105,000 shares, became exercisable as to one hundred percent (100%) of the shares subject to the option on August 5, 2010.

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