EXELIXIS, INC. — Director's Dealing 2011

Sep 30, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS INC (EXEL)
CIK: 0000939767
Period of Report: 2011-09-28

Reporting Person: Lamb Peter (EVP, Discovery Research & CSO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-28	Stock Option (right to buy)	$5.50	A	75000	Acquired	2018-09-27	Common Stock (75000)	Direct
2011-09-28	Restricted Stock Units	$	A	8333	Acquired		Common Stock (8333)	Direct

Footnotes

F1: Options granted pursuant to Issuer's 2011 Equity Incentive Plan. Twenty five percent (25%) of the shares vest one year from the grant date, and the remaining shares vest in 36 equal monthly installments thereafter.

F2: Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's common stock.

F3: Restricted Stock Units granted pursuant to Issuer's 2011 Equity Incentive Plan. 1/4th of the original number of shares subject to the Restricted Stock Units will vest on November 15, 2012 and thereafter as to 1/4th of the original number of shares subject to the Restricted Stock Units on each succeeding November 15th thereafter until fully-vested. Vested shares will be delivered to the reporting person on the vesting date, provided that delivery may be delayed pursuant to the terms of the award agreement.