EXEL / Exelixis, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2025 EXELIXIS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2025 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Num

Exelixis Announces Second Quarter 2025 Financial Results and Provides Corporate Update - Total Revenues of $568.3 million, Cabozantinib Franchise U.S. Net Product Revenues of $520.0 million - - GAAP Diluted EPS of $0.65, Non-GAAP Diluted EPS of $0.75

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces Second Quarter 2025 Financial Results and Provides Corporate Update - Total Revenues of $568.3 million, Cabozantinib Franchise U.S. Net Product Revenues of $520.0 mill

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 EXELIXIS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 4, 2025 ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 4, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30235 EXEL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2025 EXELIXIS, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2025 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

Exelixis Announces First Quarter 2025 Financial Results and Provides Corporate Update - Total Revenues of $555.4 million, Cabozantinib Franchise U.S. Net Product Revenues of $513.3 million - - GAAP Diluted EPS of $0.55, Non-GAAP Diluted EPS of $0.62

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces First Quarter 2025 Financial Results and Provides Corporate Update - Total Revenues of $555.4 million, Cabozantinib Franchise U.S. Net Product Revenues of $513.3 milli

Form of One-Time Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Exelixis, Inc. 2017 Equity Incentive Plan

Exhibit 10.1 Performance-Based Restricted Stock Unit Grant Notice Exelixis, Inc. 1851 Harbor Bay Parkway Alameda, CA 94502 Participant: Award #: Award Type: Plan: Shares Granted: Performance-Based Restricted Stock Units 2017 Equity Incentive Plan 1.Grant of Performance-Based Restricted Stock Unit Award Effective 03/31/2025 (“Date of Grant”), the Participant is hereby granted a Performance-Based Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 4, 2025 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 4, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30235 EXE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2025 EXELIXIS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2025 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

Exelixis Announces a Newly Authorized $500 Million Stock Repurchase Program - Completion of currently ongoing stock repurchase program expected in the second quarter of 2025 -

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces a Newly Authorized $500 Million Stock Repurchase Program - Completion of currently ongoing stock repurchase program expected in the second quarter of 2025 - ALAMEDA, C

Subsidiaries of Exelixis, Inc.

Exhibit 21.1 SUBSIDIARIES OF EXELIXIS, INC. Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Exelixis Patent Company, LLC Delaware Exelixis Plant Sciences, Inc. Delaware Exelixis U.S., LLC Delaware

Exelixis Announces Fourth Quarter and Fiscal Year 2024 Financial Results and Provides Corporate Update - Total Revenues of $567 million for the Fourth Quarter of 2024, $2.17 billion for the Fiscal Year 2024 - - Cabozantinib Franchise Achieved $1.81 b

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces Fourth Quarter and Fiscal Year 2024 Financial Results and Provides Corporate Update - Total Revenues of $567 million for the Fourth Quarter of 2024, $2.17 billion for

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2025 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

xelixis, Inc. Insider Trading Polic

Exhibit 19.1 Insider Trading Policy Exhibit 19.1 INSIDER TRADING POLICY INSIDER TRADING POLICY 1.PURPOSE Exelixis, Inc. (“Exelixis” or the “Company”) and its directors, employees and consultants are entrusted with important, confidential and proprietary information. Many of these persons are also investors in Exelixis and other companies with which Exelixis does business. Given the complexity of l

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 3, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30235 EXELIXIS,

xelixis, Inc. Rule 10

Exhibit 19.2 Rule 10b5-1 Trading Plan Policy 1.Purpose This Rule 10b5-1 Trading Plan Policy (the “Trading Plan Policy”) has been established by the Board of Directors of Exelixis, Inc. (“Exelixis” or the “Company”) and sets forth procedures governing when the Company’s directors, executive officers and certain other employees designated by the Company’s Securities Compliance Committee (“SCC”) (ref

Exelixis Announces Preliminary Fiscal Year 2024 Financial Results, Provides 2025 Financial Guidance and Outlines Key Priorities and Milestones for 2025 – Cabozantinib franchise achieves approximately $1.805 billion in preliminary U.S. net product rev

Exhibit 99.1 Investor Contacts: Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Media Contact: Hal Mackins For Exelixis, Inc. 415-994-0040 [email protected] Exelixis Announces Preliminary Fiscal Year 2024 Financial Results, Provides 2025 Financial

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2025 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Exelixis Announces Third Quarter 2024 Financial Results and Provides Corporate Update - Total Revenues of $539.5 million, Cabozantinib Franchise U.S. Net Product Revenues of $478.1 million - - GAAP Diluted EPS of $0.40, Non-GAAP Diluted EPS of $0.47

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Varant Shirvanian Director, Investor Relations Exelixis, Inc. 650-837-7917 [email protected] Exelixis Announces Third Quarter 2024 Financial Results and Provides Corporate Update - Total Revenues of $539.5 million, Cabozantinib Franchise U.S. Net Product Revenues of $478.1 million -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2024 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-3023

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2024 EXELIXIS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2024 EXELIXIS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2024 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30235 EXE

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Security Type Title of Securities to be Registered Fee Calculation Rule Amount Being Registered (1) Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.

Exelixis, Inc. 2000 Employee Stock Purchase Plan

Exelixis, Inc. 2000 Employee Stock Purchase Plan Adopted by Board of Directors: January 27, 2000 Approved by Stockholders: March 15, 2000 Amended by Board of Directors: January 28, 2005 Amendment Approved by Stockholders: April 22, 2005 Amended by Board of Directors: February 26, 2009 Amendment Approved by Stockholders: May 13, 2009 Amended by Compensation Committee: February 11, 2016 Amendment Ap

As filed with the Securities and Exchange Commission on August 6, 2024

As filed with the Securities and Exchange Commission on August 6, 2024 Registration No.

Exelixis Announces Second Quarter 2024 Financial Results and Provides Corporate Update - Total Revenues of $637.2 million, Cabozantinib Franchise U.S. Net Product Revenues of $437.6 million - - GAAP Diluted EPS of $0.77, Non-GAAP Diluted EPS of $0.84

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces Second Quarter 2024 Financial Results and Provides Corporate Update - Total Revenues of $637.2 million, Cabozantinib Franchise U.S. Net Product Revenues of $437.6 mill

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 06, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

May 17, 2024

May 17, 2024 VIA EDGAR Vanessa Robertson, Staff Accountant Kevin Vaughn, Senior Associate Chief Accountant Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number)

EXEL / Exelixis, Inc. / Farallon Capital Partners, L.P. Activist Investment

SC 13D/A 1 exel13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Exelixis, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 30161Q104 (Cusip Number) Hannah E. Dunn Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, Califo

Exelixis Announces First Quarter 2024 Financial Results and Provides Corporate Update - Total Revenues of $425 million, Cabozantinib Franchise U.S. Net Product Revenues of $379 million - - Restructuring Expenses of $32.8 million Recorded - - GAAP Dil

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Varant Shirvanian Director, Investor Relations Exelixis, Inc. 650-837-7917 [email protected] Exelixis Announces First Quarter 2024 Financial Results and Provides Corporate Update - Total Revenues of $425 million, Cabozantinib Franchise U.S. Net Product Revenues of $379 million - - Re

Certificate of Change of Registered Agent and/or Registered Office of Exelixis, Inc.

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.The name of the corporation is EXELIXIS, INC. 2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center, 1209 Orange Street,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30235 EX

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

April 29, 2024

April 29, 2024 VIA EDGAR Vanessa Robertson, Staff Accountant Kevin Vaughn, Senior Associate Chief Accountant Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 8, 2024

April 8, 2024 VIA EDGAR Vanessa Robertson, Staff Accountant Kevin Vaughn, Senior Associate Chief Accountant Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2024 EXELIXIS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

EXEL / Exelixis, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Exelixis Inc Title of Class of Securities: Common Stock CUSIP Number: 30161Q104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Subsidiaries of Exelixis, Inc.

Exhibit 21.1 SUBSIDIARIES OF EXELIXIS, INC. Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Exelixis Patent Company, LLC Delaware Exelixis Plant Sciences, Inc. Delaware Exelixis U.S., LLC Delaware

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30235 EXELIXI

Exelixis Announces Fourth Quarter and Fiscal Year 2023 Financial Results and Provides Corporate Update - Total Revenues of $480 million for the Fourth Quarter of 2023, $1,830 million for the Fiscal Year 2023 - - Cabozantinib Franchise Achieved $1,629

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces Fourth Quarter and Fiscal Year 2023 Financial Results and Provides Corporate Update - Total Revenues of $480 million for the Fourth Quarter of 2023, $1,830 million for the Fiscal Y

Exelixis, Inc. Change in Control and Severance Benefit Plan, as amended and restated.

Exhibit 10.24 EXELIXIS, INC. CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN Section 1.Introduction. The Exelixis, Inc. Change in Control and Severance Benefit Plan (the “Plan”), established on December 9, 2005, and amended and restated effective December 23, 2008, December 1, 2010, September 6, 2017 and April 28, 2023, is hereby further amended and restated effective December 14, 2023 (the “Effectiv

Exelixis, Inc. Policy for Recoupment of Variable Compensation, amended and restated

Exhibit 97.1 EXELIXIS, INC. POLICY FOR RECOUPMENT OF VARIABLE COMPENSATION Adopted February 28, 2019 Amended and Restated Effective November 30, 2023 1. INTRODUCTION The Board of Directors (the “Board”) of Exelixis, Inc. (the “Company”) adopted the Exelixis, Inc. Policy for Recoupment of Variable Compensation on February 28, 2019 (the “Original Policy”) providing for the Company’s recoupment of ce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2024 EXELIXIS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Offer Letter Agreement, dated August 27, 2023, between Exelixis, Inc. and Amy C. Peterson

Exhibit 10.18 August 17, 2023 Amy C. Peterson, M.D. Dear Amy, We are proud to invite you to join our team. Our offer of employment is to join Exelixis, Inc. (the “Company”). Your title will be that of Executive Vice President, Product Development and Medical Affairs and Chief Medical Officer, in our Development Administration department reporting to Michael Morrissey, President and Chief Executive

Cash Compensation Information for Non-Employee Directors.

Exhibit 10.23 CASH COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS Exelixis, Inc. Cash Compensation for Non-Employee Directors Board of Directors Retainer Fee $60,000 Additional Chair Retainer Fee $35,000 Audit Committee Retainer Fee $15,000 Additional Chair Retainer Fee $15,000 Compensation Committee Retainer Fee $12,000 Additional Chair Retainer Fee $13,000 Nominating and Corporate Governanc

Exelixis Announces Preliminary Fiscal Year 2023 Financial Results, Provides 2024 Financial Guidance, and Outlines Key Priorities and Milestones for 2024 – Cabozantinib franchise achieves approximately $1.630 billion in preliminary U.S. net product re

Investor Contacts: Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2024 EXELIXIS, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2024 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 EXELIXIS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

Amended and Restated Bylaws of Exelixis, Inc.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF EXELIXIS, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS' MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 4 Section 7. Notice of Meetings 6 Section 8. Quorum 6 Sect

Fifth Amendment dated August 24, 2023, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Cash Compensation Information for Non-Employee Directors

Exhibit 10.3 EXELIXIS, INC. CASH COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS (as of September 30, 2023) Board of Directors Retainer Fee $60,000 Additional Chair Retainer Fee $35,000 Audit Committee Retainer Fee $15,000 Additional Chair Retainer Fee $15,000 Compensation Committee Retainer Fee $12,000 Additional Chair Retainer Fee $13,000 Nominating and Corporate Governance Committee Retaine

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2023 EXELIXIS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Separation Agreement and Release of all Claims dated September 21, 2023, and Consulting Agreement dated September 1

Exhibit 10.2 CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS This Confidential Separation Agreement and Release of All Claims ("Agreement") is entered into by and between Exelixis, Inc. ("Exelixis") and Vicki L. Goodman, M.D. ("Dr. Goodman"). Dr. Goodman and Exelixis are referred to collectively herein as the Parties. This Agreement will become effective on the eighth (8th) calendar da

Exelixis Announces Third Quarter 2023 Financial Results and Provides Corporate Update - Total Revenues of $471.9 million, Cabozantinib Franchise U.S. Net Product Revenues of $426.5 million - - Conference Call and Webcast Today at 5:00 PM Eastern Time

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces Third Quarter 2023 Financial Results and Provides Corporate Update - Total Revenues of $471.9 million, Cabozantinib Franchise U.S. Net Product Revenues of $426.5 million - - Confer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2023 EXELIXIS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of registr

Exelixis, Inc. Change in Control and Severance Benefit Plan, as amended and restated

Exhibit 10.1 EXELIXIS, INC. CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN SECTION 1. Introduction. The Exelixis, Inc. Change in Control and Severance Benefit Plan (the “Plan”), established on December 9, 2005, and amended and restated effective December 23, 2008, December 1, 2010, and September 6, 2017, is hereby further amended and restated effective April 28, 2023 (the “Effective Date”). The purp

Exelixis Announces Second Quarter 2023 Financial Results and Provides Corporate Update - Total Revenues of $469.8 million, Cabozantinib Franchise U.S. Net Product Revenues of $409.6 million - - GAAP Diluted EPS of $0.25, Non-GAAP Diluted EPS of $0.31

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces Second Quarter 2023 Financial Results and Provides Corporate Update - Total Revenues of $469.8 million, Cabozantinib Franchise U.S. Net Product Revenues of $409.6 million - - GAAP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2023 EXELIXIS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

EXEL / Exelixis Inc / Farallon Capital Partners, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

EXEL / Exelixis Inc / Caligan Partners LP - EXELIXIS, INC. Activist Investment

SC 13D/A 1 p23-1696sc13da.htm EXELIXIS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Exelixis, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Schedule 14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

INVESTOR PRESENTATION

Investor Update MAY 2023Forward-Looking Statements This presentation, including any oral presentation accompanying it, contains forward-looking statements, including, without limitation, statements related to: Exelixis’ commitment to creating long-term, sustainable value for shareholders with a disciplined R&D and capital allocation strategy and leveraging the company’s strengths in drug discovery

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☑ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement þ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of regist

Exelixis Announces First Quarter 2023 Financial Results and Provides Corporate Update - Total Revenues of $408.8 million, Cabozantinib Franchise U.S. Net Product Revenues of $363.4 million - - GAAP Diluted EPS of $0.12, Non-GAAP Diluted EPS of $0.16

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces First Quarter 2023 Financial Results and Provides Corporate Update - Total Revenues of $408.8 million, Cabozantinib Franchise U.S. Net Product Revenues of $363.4 million - - GAAP D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 EXELIXIS, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number)

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Material Under Rule 14a-12 Exelixis, Inc.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement þ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

EXELIXIS ANNOUNCES DEPARTURE OF LANCE WILLSEY, M.D. FROM BOARD OF DIRECTORS

EXHIBIT 99.1 Investor Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Media Contacts: Jamie Moser / Sharon Stern / Tali Epstein Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 EXELIXIS ANNOUNCES DEPARTURE OF LANCE WILLSEY, M.D. FROM BOARD OF D

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement þ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

EX-2

EX-2 EXHIBIT 2 EXELIXIS Exelixis @ExelixisInc Exelixis is successfully helping cancer patients recover stronger and live longer and delivering long-term value for shareholders. To learn more about how you can protect your investment in $EXEL, read today’s press release at bit.ly/3HvJDa6. EXELIXIS R 2:10 PM - May 1, 2023. 11 Views

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

PROTECT THE VALUE OF YOUR INVESTMENT Vote on the GOLD Proxy Card Today “FOR” Exelixis’ 11 Recommended Director Nominees May 1, 2023 Dear Fellow Shareholder, Your Exelixis Board of Directors and management team have been executing a clear and successf

EX-1 EXHIBIT 1 PROTECT THE VALUE OF YOUR INVESTMENT Vote on the GOLD Proxy Card Today “FOR” Exelixis’ 11 Recommended Director Nominees May 1, 2023 Dear Fellow Shareholder, Your Exelixis Board of Directors and management team have been executing a clear and successful strategy to discover, develop and commercialize the next generation of anti-cancer medicines, while creating sustainable shareholder value.

STOCKHOLDER LETTER

1 Dear Fellow Shareholder, Your Exelixis Board of Directors and management team have been executing a clear and successful strategy to discover, develop and commercialize the next generation of anti-cancer medicines, while creating sustainable shareholder value.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATE S SECURITIES AND EXCHANGE COMMISSIO N Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATE S SECURITIES AND EXCHANGE COMMISSIO N Washington, D.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials þ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials þ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

UNITED STATE S SECURITIES AND EXCHANGE COMMISSIO N Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATE S SECURITIES AND EXCHANGE COMMISSIO N Washington, D.

Press Release issued by Exelixis, Inc., dated April 13, 2023

EXHIBIT 99.1 Investor Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Media Contacts: Jamie Moser / Sharon Stern / Tali Epstein Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 Exelixis Advances Board Refreshment Plan ALAMEDA, Calif. – April 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Exelixis Advances Board Refreshment Plan

EXHIBIT 99.1 Investor Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Media Contacts: Jamie Moser / Sharon Stern / Tali Epstein Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 Exelixis Advances Board Refreshment Plan ALAMEDA, Calif. – April 13

EXEL / Exelixis Inc / Farallon Capital Partners, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials þ Soliciting Material Under Rule 14a-12 Exelixis, Inc.

EXEL / Exelixis Inc / Farallon Capital Partners, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

EXEL / Exelixis Inc / Caligan Partners LP - EXELIXIS, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Exelixis, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 30161Q104 (CUSIP Number) David Joh

Form of Nomination Agreement

EXHIBIT 99.2 Form of Nomination Agreement ENGAGEMENT AND INDEMNIFICATION AGREEMENT, dated as of March 23, 2023 (this “Agreement”), by and between Farallon Capital Partners, L.P. (“Farallon,” “we” or “us”) and David Johnson (“Nominee” or “you”). WHEREAS, Farallon has asked Nominee, and Nominee has agreed, to be (i) a member of the slate of nominees (the “Slate”) of Farallon or an affiliate thereof

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 EXELIXIS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Exelixis Announces $550 Million Share Repurchase Program

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Exelixis Announces $550 Million Share Repurchase Program ALAMEDA, Calif. – March 20, 2023 – Exelixis, Inc. (Nasdaq: EXEL) today announced that the company’s Board of Directors has authorized the repu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2023 EXELIXIS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

EXEL / Exelixis Inc / Farallon Capital Partners, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

EXEL / Exelixis Inc / Caligan Partners LP - EXELIXIS, INC. Activist Investment

SC 13D 1 p23-1145sc13d.htm EXELIXIS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* Exelixis, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securit

Joint Filing Agreement PURSUANT TO RULE 13d-1(k)

EXHIBIT 99.1 Joint Filing Agreement PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknow

Terms of Employment Offer, dated December 15, 2022, for Dana T. Aftab, Ph.D.

Exhibit 10.20 TERMS OF EMPLOYMENT – DANA T. AFTAB (as of December 15, 2022) TITLE: Executive Vice President, Discovery and Translational Research, and Chief Scientific Officer ANNUAL BASE SALARY: $560,000.22 annually BONUS TARGET: 50% of Annual Base salary INITIAL RESTRICTED STOCK UNIT (RSU) AWARD: 100,000 shares of Exelixis, Inc. common stock pursuant to the Exelixis, Inc. 2017 Equity Incentive P

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30235 EXELIXI

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Fourth Amendment dated October 11, 2022, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Subsidiaries of Exelixis, Inc.

Exhibit 21.1 SUBSIDIARIES OF EXELIXIS, INC. Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Exelixis Patent Company, LLC Delaware Exelixis Plant Sciences, Inc. Delaware Exelixis U.S., LLC Delaware

EXELIXIS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $423.9 million for the Fourth Quarter of 2022, $1.61 billion for the Full Year 2022 - - Cabozantinib franchise achieved $1.40 bil

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $423.9 million for the Fourth Quarter of 2022, $1.61 billion for the Full Year

EXEL / Exelixis, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Exelixis Inc. Title of Class of Securities: Common Stock CUSIP Number: 30161Q104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Exelixis Announces Preliminary Fourth Quarter and Full Year 2022 Financial Results, Provides 2023 Financial Guidance, and Outlines Key Priorities and Milestones for 2023 – Cabozantinib franchise achieves approximately $1.4 billion in preliminary U.S.

Investor Contacts: Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2023 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 EXELIXIS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

EXELIXIS ANNOUNCES THIRD QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $411.7 million, Cabozantinib Franchise Revenues of $366.5 million - - GAAP Diluted EPS of $0.23, Non-GAAP Diluted EPS of $0.31 - - Conference Ca

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES THIRD QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $411.7 million, Cabozantinib Franchise Revenues of $366.5 million - - GAAP Diluted EPS of $0.

Cash Compensation Information for Non-Employee Directors

Exhibit 10.1 CASH COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS Exelixis, Inc. Cash Compensation for Non-Employee Directors Board of Directors Retainer Fee $55,000 Additional Chair Retainer Fee $31,000 Meeting Fee12 $2,500 Audit Committee Retainer Fee $12,000 Additional Chair Retainer Fee $13,000 Meeting Fee13 $1,000 Compensation Committee Retainer Fee $10,000 Additional Chair Retainer Fee $

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of re

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

EXELIXIS ANNOUNCES SECOND QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $419.4 million, Cabozantinib Franchise Revenues of $347.0 million - - GAAP Diluted EPS of $0.22, Non-GAAP Diluted EPS of $0.28 - - Conference C

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES SECOND QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $419.4 million, Cabozantinib Franchise Revenues of $347.0 million - - GAAP Diluted EPS of $0

As filed with the Securities and Exchange Commission on August 9, 2022

As filed with the Securities and Exchange Commission on August 9, 2022 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Filing Fee Table

EX-FILING FEES 4 exel20220809s-8ex107feetab.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Exelixis, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price per Share Proposed Maximum Agg

Exelixis, Inc. 2017 Equity Incentive Plan

Exhibit 10.1 Exelixis, Inc. 2017 Equity Incentive Plan Adopted by the Board of Directors: February 23, 2017 Amended by the Compensation Committee: March 22, 2017 Approved by the Stockholders: May 24, 2017 Amended by the Company: December 18, 2017 Amended by the Compensation Committee: March 18, 2020 Approved by the Stockholders: May 20, 2020 Amended by the Board of Directors: April 1, 2022 Approve

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of registra

Seventh Amendment dated May 16, 2022, to Lease Agreement dated May 2, 2017, between SCG Harbor Bay Parkway Phase I, LLC and Exelixis, Inc.

Exhibit 10.3 SEVENTH AMENDMENT TO LEASE AGREEMENT THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (this ?Amendment?) is made and entered into as of May 16, 2022, by and between SCG HARBOR BAY PARKWAY PHASE I, LLC, a Delaware limited liability company (?Landlord?), and EXELIXIS, INC. a Delaware corporation (?Tenant?). RECITALS A.Landlord (as successor in interest to Ascentris 105, LLC, a Colorado limited

Cash Compensation Information for Non-Employee Directors

Exhibit 10.2 CASH COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS Exelixis, Inc. Cash Compensation for Non-Employee Directors Board of Directors Retainer Fee $55,000 Additional Chair Retainer Fee $31,000 Meeting Fee12 $2,500 Audit Committee Retainer Fee $12,000 Additional Chair Retainer Fee $13,000 Meeting Fee13 $1,000 Compensation Committee Retainer Fee $10,000 Additional Chair Retainer Fee $

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

EXELIXIS ANNOUNCES FIRST QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $356.0 million, Cabozantinib Franchise Revenues of $310.3 million - - GAAP Diluted EPS of $0.21, Non-GAAP Diluted EPS of $0.26 - - Conference Ca

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES FIRST QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $356.0 million, Cabozantinib Franchise Revenues of $310.3 million - - GAAP Dilut

Second Amendment dated May 7, 2019, to the Collaboration and License Agreement dated January 30, 2017, by and between Exelixis, Inc. and Takeda Pharmaceutical Company Limited

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Collaboration and License Agreement dated January 30, 2017, by and between Exelixis, Inc. and Takeda Pharmaceutical Company Limited

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

Third Amendment dated December 10, 2021, to the Supply Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS

Exhibit 10.42 Confidential Execution Version THIRD AMENDMENT TO SUPPLY AGREEMENT This Third Amendment to the Supply Agreement (the ?Amendment?) is entered into as of 10 December, 2021 (the ?Amendment Effective Date?) by and between Exelixis, Inc., a Delaware company having an address at 1851 Harbor Bay Parkway, Alameda CA 94502, USA (?Exelixis?) and Ipsen Pharma SAS, a French corporation having an

Offer Letter Agreement, dated

Exhibit 10.18 December 2, 2021 Vicki L. Goodman, M.D. Dear Vicki: We are proud to invite you to join our team. Our offer of employment is to join Exelixis, Inc. (the ?Company?). Your title will be that of Executive Vice President, Product Development and Medical Affairs and Chief Medical Officer, in our Development Administration department reporting to Michael Morrissey, President and Chief Execu

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30235 EXELIXI

Description of the Common Stock of Exelixis, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.2 DESCRIPTION OF THE COMMON STOCK OF EXELIXIS, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Description of Capital Stock The authorized capital stock of Exelixis, Inc. (Exelixis, we, our or us) consists of 400,000,000 shares of common stock, $0.001 par value, and 10,000,000 shares of preferred stock, $0.001 par value. A description of material

Form of Indemnification Agreement

Exhibit 10.1 EXELIXIS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of , 20 and is between Exelixis, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). Recitals A. Indemnitee?s service to the Company substantially benefits the Company, and given the nature of such services, the general protections provided to Indemnitee by applicable l

Subsidiaries of Exelixis, Inc.

Exhibit 21.1 SUBSIDIARIES OF EXELIXIS, INC. Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Exelixis Patent Company, LLC Delaware Exelixis Plant Sciences, Inc. Delaware Exelixis U.S., LLC Delaware

EXELIXIS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $451.1 Million for the Fourth Quarter of 2021, $1.43 Billion for the Full Year 2021 - - Cabozantinib franchise achieved a signifi

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $451.1 Million for the Fourth Quarter of 2021, $1.43 Billion for

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

EXEL / Exelixis, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Exelixis Inc. Title of Class of Securities: Common Stock CUSIP Number: 30161Q104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

Exelixis Announces Preliminary Fourth Quarter and Full Year 2021 Financial Results, Provides 2022 Financial Guidance, and Outlines Key Priorities and Milestones for 2022 — Corporate priorities for 2022 include initial readout of up to three cabozanti

Investor Contacts: Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2022 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

EXELIXIS ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $328.4 Million, Cabozantinib Franchise Revenues of $263.1 Million - - GAAP Diluted EPS of $0.12, Non-GAAP Diluted EPS of $0.20 - - Conference Ca

Exhibit 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $328.4 Million, Cabozantinib Franchise Revenues of $263.1 Million - - GAAP Dilut

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of regis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of registra

Restated Certificate of Incorporation of Exelixis, Inc.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF EXELIXIS, INC. Exelixis, Inc., a Delaware corporation, hereby certifies that: 1. The present name of the corporation is Exelixis, Inc. The corporation was incorporated under the name "Exelixis Pharmaceuticals, Inc.? by filing its original Certificate of Incorporation with the Secretary of State of the State of Delaware on November 15, 1994. 2. A

Specimen Common Stock Certificate.

THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.

EXELIXIS ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $385.2 Million, Cabozantinib Franchise Revenues of $284.2 Million - - GAAP Diluted EPS of $0.30, Non-GAAP Diluted EPS of $0.37 - - Raised Net P

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $385.2 Million, Cabozantinib Franchise Revenues of $284.2 Million - - GAAP Diluted EPS of $0

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Supply Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of registr

Third Amendment dated October 26, 2017, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

EXELIXIS ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $270.2 Million, Cabozantinib Franchise Revenues of $227.2 Million - - Conference Call and Webcast Today at 5:00 PM Eastern Time -

EXHIBIT 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $270.2 Million, Cabozantinib Franchise Revenues of $227.2 Million - - Conference

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number)

First Amendment dated December 20, 2016, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Second Amendment dated September 14, 2017, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

First Amendment dated October 26, 2017, to the Supply Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

- DEFA14A

DEFA14A 1 d33710ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amended and Restated Bylaws of Exelixis, Inc.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF EXELIXIS, INC. (A DELAWARE CORPORATION) ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Corporate Seal 1 Section 3. Corporate Seal 1 ARTICLE III Stockholders? Meetings 1 Section 4. Place Of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 2 Section 7. Notice Of Meetings 5 Section 8. Quorum 5 Sect

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

Form of Stock Option Agreement under the Exelixis, Inc. 2017 Equity Incentive Plan

Exhibit 10.11 EXELIXIS, INC. 2017 Equity Incentive Plan Option Agreement (Incentive Stock Option or Nonstatutory Stock Option) Pursuant to your Notice of Grant of Stock Option (“Grant Notice”) and this Option Agreement and in consideration of your services, Exelixis, Inc. (the “Company”) has granted you an option under its 2017 Equity Incentive Plan (the “Plan”) to purchase the number of shares of

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 1, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30235 EXELIXIS,

Sixth Amendment dated December 11, 2020, to Lease Agreement dated May 2, 2017, between SCG Harbor Bay Parkway Phase I, LLC (as successor in interest to Waterfront EDP, LLC) and Exelixis, Inc.

Exhibit 10.32 SIXTH AMENDMENT TO LEASE AGREEMENT THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of December 11, 2020, by and between SCG HARBOR BAY PARKWAY PHASE I, LLC, a Delaware limited liability company (“Landlord”), and EXELIXIS, INC. a Delaware corporation (“Tenant”). RECITALS A. Landlord (as successor in interest to Ascentris 105, LLC, a Colorado limi

Subsidiaries of Exelixis, Inc.

Exhibit 21.1 SUBSIDIARIES OF EXELIXIS, INC. Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Exelixis International (Bermuda) Ltd. Bermuda Exelixis Patent Company, LLC Delaware Exelixis Plant Sciences, Inc. Delaware Exelixis U.S., LLC Delaware

EXELIXIS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $270.1 Million for the Fourth Quarter of 2020, $987.5 Million for the Full Year 2020 - - GAAP Diluted EPS of $0.09 for the Fourth

EX-99.1 2 exel20201231exhibit991.htm EX-99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $270.1 Million for the Fourth Qua

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Exelixis Inc. Title of Class of Securities: Common Stock CUSIP Number: 30161Q104 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

EXELIXIS ANNOUNCES PRELIMINARY FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS, PROVIDES 2021 FINANCIAL GUIDANCE, AND OUTLINES KEY PRIORITIES AND ANTICIPATED MILESTONES FOR 2021 – Cabozantinib Franchise Preliminary Net Product Revenue of $200 mil

EX-99.1 2 a210110corporatepriorities.htm EX-99.1 Investor Contacts: Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Media Contact: Hal Mackins For Exelixis, Inc. 415-994-0040 [email protected] EXELIXIS ANNOUNCES PRELIMINARY FOURTH QUARTER AND FULL

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2021 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Third Amendment dated September 3, 2020, to the Collaboration and License Agreement dated January 30, 2017, by and between Exelixis, Inc. and Takeda Pharmaceutical Company Limited

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 2, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of regis

EXELIXIS ANNOUNCES THIRD QUARTER 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $231.1 Million, Cabozantinib Franchise Revenues of $168.6 Million - - GAAP Diluted EPS of $(0.10), Non-GAAP Diluted EPS of $0.04 - - Conference

EX-99.1 2 exel20200930exhibit991.htm EX-99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES THIRD QUARTER 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $231.1 Million, Cabozantinib Franchise Revenues

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

- S-8

As filed with the Securities and Exchange Commission on August 6, 2020 Registration No.

Form of Restricted Stock Unit Agreement (Non-Employee Director) under the Exelixis, Inc. 2017 Equity Incentive Plan

Exhibit 10.6 EXELIXIS, INC. 2017 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (NON-EMPLOYEE DIRECTORS) Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (Non-Employee Directors) and in consideration of your services, Exelixis, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its 2017 Equity In

Exelixis, Inc. 2014 Equity Incentive Plan

Exhibit 10.1 EXELIXIS, INC. 2014 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 28, 2014 AMENDED BY THE COMPENSATION COMMITTEE: APRIL 14, 2014 APPROVED BY THE STOCKHOLDERS: MAY 28, 2014 AMENDED BY THE COMPANY: APRIL 12, 2018 AMENDED BY THE COMPENSATION COMMITTEE: DECEMBER 6, 2018 AMENDED BY THE COMPENSATION COMMITTEE: MAY 6, 2020 1. GENERAL. (a) Successor to and Continuation of

Second Amendment dated May 7, 2020, to the Supplement to the Clinical Trial Collaboration Agreement dated February 24, 2017, by and among Exelixis, Inc., Bristol-Myers Squibb Company and Ipsen Pharma SAS.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Exelixis, Inc. 2016 Inducement Award Plan

EX-10.2 3 exel20200630exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 EXELIXIS, INC. 2016 INDUCEMENT AWARD PLAN ADOPTED BY THE BOARD OF DIRECTORS: NOVEMBER 18, 2016 AMENDED BY THE COMPANY: APRIL 12, 2018 AMENDED BY THE COMPENSATION COMMITTEE: DECEMBER 6, 2018 AMENDED BY THE COMPENSATION COMMITTEE: MAY 6, 2020 1. GENERAL. (a) Eligible Award Recipients. Awards under the Plan may only be granted to Employee

Exelixis, Inc. 2017 Equity Incentive Plan

Exhibit 10.3 EXELIXIS, INC. 2017 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 23, 2017 AMENDED BY THE COMPENSATION COMMITTEE: MARCH 22, 2017 APPROVED BY THE STOCKHOLDERS: MAY 24, 2017 AMENDED BY THE COMPANY: DECEMBER 18, 2017 AMENDED BY THE COMPENSATION COMMITTEE: MARCH 18, 2020 APPROVED BY THE STOCKHOLDERS: MAY 20, 2020 1. GENERAL. (a) Successor to and Continuation of 2014 Pl

Form of Restricted Stock Unit Agreement under the Exelixis, Inc. 2017 Equity Incentive Plan

Exhibit 10.5 EXELIXIS, INC. 2017 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement and in consideration of your services, Exelixis, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its 2017 Equity Incentive Plan (the “Plan”). Your Award is granted t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

EXELIXIS ANNOUNCES SECOND QUARTER 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $259.5 Million, Cabozantinib Franchise Revenues of $178.7 Million - - GAAP Diluted EPS of $0.21, Non-GAAP Diluted EPS of $0.25 - - Conference C

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES SECOND QUARTER 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenues of $259.5 Million, Cabozantinib Franchise Revenues of $178.7 Million - - GAAP Diluted EPS of $0

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of registra

Form of Stock Option Agreement under the Exelixis, Inc. 2017 Equity Incentive Plan

Exhibit 10.4 EXELIXIS, INC. 2017 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) Pursuant to your Notice of Grant of Stock Option (“Grant Notice”) and this Option Agreement and in consideration of your services, Exelixis, Inc. (the “Company”) has granted you an option under its 2017 Equity Incentive Plan (the “Plan”) to purchase the number of shares of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of registr

Non-Employee Director Equity Compensation Policy

Exhibit 10.4 EXELIXIS, INC. NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION POLICY ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 23, 2017 AMENDED BY THE BOARD OF DIRECTORS: SEPTEMBER 7, 2017 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 15, 2018 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 28, 2019 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 20, 2020 Each member of the board of directors (the “Board”) of Exe

EXELIXIS ANNOUNCES FIRST QUARTER 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenue of $226.9 Million, Cabozantinib Franchise Revenue of $193.9 Million - - GAAP Diluted EPS of $0.15, Non-GAAP Diluted EPS of $0.19 - - Conference Call

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES FIRST QUARTER 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenue of $226.9 Million, Cabozantinib Franchise Revenue of $193.9 Million - - GAAP Diluted EPS of $0.15

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Exelixis, Inc. Amended and Restated 2017 Equity Incentive Plan

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EXEL / Exelixis, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

Joint Clinical Research Agreement dated December 18, 2019, by and between Exelixis, Inc. and F. Hoffmann-La Roche Ltd

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 3, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of registrant as

Supplement dated December 18, 2019, to the Joint Clinical Research Agreement dated December 18, 2019, by and among Exelixis, Inc., F. Hoffmann-La Roche Ltd and Ipsen Pharma SAS

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Description of the Common Stock of Exelixis, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.2 DESCRIPTION OF THE COMMON STOCK OF EXELIXIS, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Description of Capital Stock The authorized capital stock of Exelixis, Inc. (Exelixis, we, our or us) consists of 400,000,000 shares of common stock, $0.001 par value, and 10,000,000 shares of preferred stock, $0.001 par value. A description of material

Amendment No. 3 dated November 22, 2019, to the Clinical Trial Collaboration Agreement dated February 24, 2017, by and between Exelixis, Inc. and Bristol-Meyers Squibb Company

EX-10.57 6 exel20191231exhibit1057.htm EXHIBIT 10.57 Exhibit 10.57 AMENDMENT No. 3 This Amendment No. 3 (this “Amendment No. 3”) is entered into as of November 22, 2019 (the “Amendment No. 3 Date”), and is made and entered into by and between Exelixis, Inc., a Delaware corporation, located at 1851 Harbor Bay Parkway, Alameda, CA 94502 (“Exelixis”) and Bristol-Myers Squibb Company, a Delaware corpo

First Amendment dated January 16, 2020, to Lease Agreement dated May 2, 2017, between Alameda BTS EDP, LLC (as successor in interest to Ernst Development Partners, Inc.) and Exelixis, Inc.

Exhibit 10.39 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into on January 16, 2020 (the “Execution Date”) by and between ALAMEDA BTS EDP, LLC, a California limited liability company (“Landlord”), and EXELIXIS, INC., a Delaware corporation (“Tenant”). RECITALS A. Ernst Development Partners, Inc., a California corporation (“EDP”),

Cash Compensation Information for Non-Employee Directors.

Exhibit 10.29 CASH COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS Exelixis, Inc. Cash Compensation for Non-Employee Directors Board of Directors Retainer Fee $50,000 Additional Chair Retainer Fee $31,000 Meeting Fee12 $2,500 Audit Committee Retainer Fee $12,000 Additional Chair Retainer Fee $13,000 Meeting Fee13 $1,000 Compensation Committee Retainer Fee $10,000 Additional Chair Retainer Fee

Fifth Amendment dated January 16, 2020, to Lease Agreement dated May 2, 2017, between Waterfront EDP, LLC (as successor in interest to Hillwood Enterprises, L.P.) and Exelixis, Inc.

Exhibit 10.37 FIFTH AMENDMENT TO LEASE AGREEMENT THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into on January 16, 2020 (the "Execution Date") by and between ALAMEDA WATERFRONT EDP, LLC, a California limited liability company (“Landlord”), and EXELIXIS, INC., a Delaware corporation (“Tenant”). RECITALS A. Ascentris 105, LLC, a Colorado limited liability company (“A

Subsidiaries of Exelixis, Inc.

Exhibit 21.1 SUBSIDIARIES OF EXELIXIS, INC. Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Exelixis International (Bermuda) Ltd. Bermuda Exelixis Patent Company, LLC Delaware Exelixis Plant Sciences, Inc. Delaware Exelixis U.S., LLC Delaware

EXELIXIS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenue of $240.3 Million for the Fourth Quarter of 2019, $967.8 Million for the Full Year 2019 - - GAAP Diluted EPS of $0.22 for the Fourth

EX-99.1 2 exel20191231exhibit991.htm EXHIBIT 99.1 Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenue of $240.3 Million for the Fourth

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

Amended and Restated Bylaws of Exelixis, Inc.

EX-3.1 2 exhibit31amendedandres.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF EXELIXIS, INC. (A DELAWARE CORPORATION) ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Corporate Seal 1 Section 3. Corporate Seal 1 ARTICLE III Stockholders’ Meetings 1 Section 4. Place Of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 2 Section

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

EXEL / Exelixis, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01185-exelixisinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Exelixis Inc Title of Class of Securities: Common Stock CUSIP Number: 30161Q104 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2020 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Exelixis Outlines Key Priorities and Anticipated Milestones for 2020-21, Announces Preliminary Fourth Quarter and Full Year 2019 Financial Results, and Provides 2020 Financial Guidance - Company announces anticipated timelines for data readouts from

EX-99.1 2 exel20200112exhibit991.htm EXHIBIT 99.1 Exelixis Outlines Key Priorities and Anticipated Milestones for 2020-21, Announces Preliminary Fourth Quarter and Full Year 2019 Financial Results, and Provides 2020 Financial Guidance - Company announces anticipated timelines for data readouts from six cabozantinib potentially label-enabling clinical studies and up to three new potential IND candi

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2019 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File N

EXELIXIS ANNOUNCES THIRD QUARTER 2019 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenue of $271.7 Million, Cabozantinib Franchise Revenue of $191.8 Million - - GAAP Diluted EPS of $0.31, Non-GAAP Diluted EPS of $0.34 - - Conference Call

Contacts: Chris Senner Chief Financial Officer Exelixis, Inc. 650-837-7240 [email protected] Susan Hubbard EVP, Public Affairs & Investor Relations Exelixis, Inc. 650-837-8194 [email protected] EXELIXIS ANNOUNCES THIRD QUARTER 2019 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE - Total Revenue of $271.7 Million, Cabozantinib Franchise Revenue of $191.8 Million - - GAAP Diluted EPS of $0.31

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2019 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Amendment No. 2 dated August 15, 2019, to the Clinical Trial Collaboration Agreement dated February 24, 2017, by and between Exelixis, Inc. and Bristol-Meyers Squibb Company

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30235 EXELIXIS, INC. (Exact name of re

Fourth Amendment dated August 30, 2019, to Lease Agreement dated May 2, 2017, between Hillwood Enterprises, L.P. (as successor in interest to Ascentris 105, LLC) and Exelixis, Inc.

Exhibit 10.2 FOURTH AMENDMENT TO LEASE AGREEMENT THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Fourth Amendment”) is made and entered into on August 30, 2019 (the "Execution Date") by and between HILLWOOD ENTERPRISES, L.P., a Texas limited partnership ("Hillwood Enterprises"), and EXELIXIS, INC., a Delaware corporation (“Tenant”). RECITALS A. Ascentris 105, LLC (“Existing Landlord”) and Tenant a

Lease Agreement dated October 25, 2019, between Ernst Development Partners, Inc. and Exelixis, Inc.

Exhibit 10.3 LEASE AGREEMENT (COMMERCIAL SINGLE-TENANT NET LEASE) EXELIXIS, INC., A DELAWARE CORPORATION LEASE AGREEMENT (COMMERCIAL SINGLE-TENANT NET LEASE) BASIC LEASE INFORMATION Defined Term or Terminology Definition or Description Execution Date: October 25, 2019 Landlord: Ernst Development Partners, Inc., a California corporation Tenant: Exelixis, Inc., a Delaware corporation Premises: The B

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): 10/7/2019 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): 9/26/2019 EXELIXIS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30235 04-3257395 (State or Other Jurisdiction of Incorporation) (Commission File Number) (