EXELIXIS, INC., as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 14, 2012 Debt SecuritiesIndenture • August 14th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York
INDENTURE, dated as of August 14, 2012, among Exelixis, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”):
Exelixis, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • August 14th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York
Exelixis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 30,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 4,500,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (the “Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Exelixis, Inc. Underwriting AgreementUnderwriting Agreement • August 14th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York
Exelixis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $250,000,000 principal amount of the 4.25% Convertible Senior Subordinated Notes due 2019 (the “Firm Securities”), convertible into shares of common stock of the Company, par value $0.001 per share (“Stock”), and, at the election of the Underwriters, up to an aggregate of $37,500,000 additional principal amount of 4.25% Convertible Senior Subordinated Notes due 2019 (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • August 14th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York
THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”), dated as of August 14, 2012, is by and among Exelixis, Inc. (the “Company”), as pledgor, Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”), and Wells Fargo Bank, National Association, in its capacity as securities intermediary and escrow agent (the “Escrow Agent”).
