EXELIXIS, INC. — Director's Dealing 2010

Dec 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS INC (EXEL)
CIK: 0000939767
Period of Report: 2010-12-17

Reporting Person: RIVERA LUPE M (EVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-17	Common Stock	M	25000	$5.63	Acquired	25000	Direct
2010-12-17	Common Stock	S	25000	$8.50	Disposed	0	Direct
2010-12-17	Common Stock	M	4427	$4.42	Acquired	4427	Direct
2010-12-17	Common Stock	S	4427	$8.50	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-17	Option (right to buy)	$5.63	M	25000	Disposed	2015-10-17	Common Stock (25000)	Direct
2010-12-17	Option (right to buy)	$4.42	M	4427	Disposed	2019-02-25	Common Stock (4427)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2963	Indirect

Footnotes

F1: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2009, as amended.

F2: Represents 2,963 shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement date December 16, 2010.

F3: The option, representing the right to purchase a total of 105,000 shares, became exercisable as to one hundred percent (100%) of the shares subject to the option on August 5, 2010.

F4: The option, representing the right to purchase a total of 25,000 shares, became exercisable as to twenty five (25%) of the shares subject to the option on February 26, 2010 and the remaining shares have vested and continue to vest in 36 equal monthly installments thereafter.