FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • August 22nd, 2016 • Exelixis, Inc. • Services-commercial physical & biological research
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Exelixis, Inc. (the “Company”) on August [___], 2016 whereby the Holders will exchange (the “Exchange”) the Company’s 4.25% Convertible Senior Subordinated Notes due 2019 (the “Notes”) for shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and the cash payments specified below.
