Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
EXELIXIS INC
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • EXELIXIS PHARMACEUTICALS INC
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

249 EAST GRAND AVE.

SOUTH SAN FRANCISCO, CA 94083-0511
Phone Number: subscription required

Item 3. Related Persons

Name
GEORGE A. SCANGOS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MICHAEL M. MORRISSEY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
FRANCES K. HELLER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
FRANK L. KARBE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
GISELA M. SCHWAB
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
PAMELA A. SIMONTON
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
PETER LAMB
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
LUPE M. RIVERA
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
STELIOS PAPADOPOULOS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CHARLES COHEN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CARL B. FELDBAUM
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ALAN M. GARBER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
VINCENT T. MARCHESI
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
FRANK MCCORMICK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
GEORGE POSTE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
LANCE WILLSEY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JACK L. WYSZOMIERSKI
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

BIOTECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
06/10/2009

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security
  • Other: WARRANT AND COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANT.

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
3025000
Total Amount Sold
0
Total Remaining to be Sold
3025000
Clarification of Response
REPRESENTS THE EXERCISE PRICE OF THE WARRANT TO PURCHASE COMMON STOCK. THE ISSUER WILL NOT RECEIVE SUCH PURCHASE PRICE UNLESS THE WARRANT HOLDER EXERCISES SUCH WARRANT IN EXCHANGE FOR SHARES OF COMMON STOCK.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
1

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
EXELIXIS INC
Issuer Signature
/S/ JAMES B. BUCHER
Signer Name
JAMES B. BUCHER
Signer Title
VP, CORPORATE AND LEGAL AFFAIRS
Signature Date
07/16/2009

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