As filed with the Securities and Exchange Commission on August 9, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXELIXIS, INC.
(Exact name of registrant as specified in its charter)
Delaware04-3257395
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
1851 Harbor Bay Parkway
Alameda, CA 94502
(Address of Principal Executive Offices, including Zip Code)
AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN
(Full Title of the Plans)
Michael M. Morrissey
President and Chief Executive Officer
Exelixis, Inc.
1851 Harbor Bay Parkway
Alameda, CA 94502
(650) 837-7000
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Jeffrey J. HessekielChadwick L. Mills
Executive Vice President, General Counsel and SecretaryCooley LLP
Exelixis, Inc.
101 California Street, 5th Floor
1851 Harbor Bay Parkway
San Francisco, CA 94111
Alameda, CA 94502
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerýAccelerated filer
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨


EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 28,500,000 shares of the Common Stock to be issued pursuant to the Amended and Restated 2017 Equity Incentive Plan (the "2017 Plan"). The shares of the Common Stock previously reserved for issuance under the 2017 Plan were registered on the Registrant’s Registration Statements on Form S-8 previously originally filed with the Securities and Exchange Commission on May 25, 2017 (File No. 333-218236), August 1, 2018 (File No. 333-226493) and August 6, 2020 (File No. 333-241667) (as amended, collectively, the “Prior Registration Statements”).
This Registration Statement on Form S-8 relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the 2017 Plan, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Exelixis, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this registration statement:
•The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”), filed on February 18, 2022;
•The information specifically incorporated by reference Part III of the Form 10-K from the Company’s proxy statement on Schedule 14A filed April 14, 2022;
•The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2022, filed on May 10, 2022;
•The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2022, filed on August 9, 2022;
•The Company’s Current Reports on Form 8-K filed on February 23, 2022, April 13, 2022, May 27, 2022, July 19, 2022; and
•The description of the Company’s common stock that is contained in the Company’s Registration Statement on Form 8-A (File No. 000-30235), filed with the Commission on April 6, 2000, pursuant to Section 12 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.2 to the Form 10-K.
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.


ITEM 8. EXHIBITS
Exhibit
Number
Exhibit Description
Incorporation by Reference
Filed
Herewith
Form
File Number
Exhibit/
Appendix
Reference
Filing Date
4.110-Q000-302353.18/5/2021
4.28-K000-302353.13/3/2021
5.1X
23.1X
23.2X
24.1X
99.110-Q000-3023510.18/9/2022
107 X

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alameda, State of California, on August 9, 2022.
EXELIXIS, INC.
By: /s/ Michael M. Morrissey
Michael M. Morrissey, Ph. D.
President and Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael M. Morrissey, Christopher J. Senner and Jeffrey J. Hessekiel, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature  Title Date
/s/ Michael M. Morrissey  Director, President and August 9, 2022
Michael M. Morrissey, Ph.D.Chief Executive Officer (Principal Executive Officer)
/s/ Christopher J. Senner  Executive Vice President and  August 9, 2022
Christopher J. Senner
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Stelios Papadopoulos  Chairman of the Board August 9, 2022
Stelios Papadopoulos, Ph.D.
/s/ Carl B. Feldbaum  Director August 9, 2022
Carl B. Feldbaum, Esq.
/s/ Maria C. Freire  Director August 9, 2022
Maria C. Freire, Ph.D.
/s/ Alan M. Garber  Director August 9, 2022
Alan M. Garber, M.D., Ph.D.
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Signature  Title Date
/s/ Vincent T. Marchesi  Director August 9, 2022
Vincent T. Marchesi, M.D., Ph.D.
/s/ George Poste  Director August 9, 2022
George Poste, D.V.M., Ph.D., FRS
/s/ Julie A. Smith  Director August 9, 2022
Julie A. Smith
 
/s/ Lance Willsey  Director August 9, 2022
Lance Willsey, M.D.
/s/ Jacqueline Wright  Director August 9, 2022
Jacqueline Wright
/s/ Jack L. Wyszomierski  Director August 9, 2022
Jack L. Wyszomierski

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Document
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August 9, 2022
Exelixis, Inc.
1851 Harbor Bay Parkway
Alameda, CA 94502

Ladies and Gentlemen:
We have acted as counsel to Exelixis, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 28,500,000 shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), pursuant to the Company’s Amended and Restated 2017 Equity Incentive Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related Prospectus, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, the Plan and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.


Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com


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August 9, 2022
Page 2

Sincerely,

COOLEY LLP
By:     /s/ Chadwick L. Mills                    
Chadwick L. Mills


Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com

Document

Exhibit 23.1
 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2017 Equity Incentive Plan of Exelixis, Inc. of our reports dated February 18, 2022, with respect to the consolidated financial statements of Exelixis Inc. and the effectiveness of internal control over financial reporting of Exelixis Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.


San Mateo, California
August 9, 2022


Document

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 TypeSecurity Class TitleFee Calculation Rule
Amount to be
Registered (1)
Proposed Maximum
Offering
Price per Share
Proposed Maximum
Aggregate
Offering Price
Fee Rate
Amount of
Registration Fee
EquityExelixis, Inc. Amended and Restated 2017 Equity Incentive Plan (Common Stock, par value $0.001 per share)457(c) and 457(h)28,500,000$21.390 (2)$609,615,0000.0000927$56,511
Total Offering Amounts$609,615,000$56,511
Total Fee Offsets—
Net Fee Due$56,511


(1)    Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or become issuable under the Exelixis, Inc. Amended and Restated 2017 Equity Incentive Plan in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)    Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act, solely for the purposes of calculating the registration fee, based upon $21.390, which is the average of the high and low selling prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on August 4, 2022.