Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 20, 2020, the Board of Directors of Exelixis, Inc. ("Exelixis") amended and restated the Amended and Restated By-Laws of Exelixis, Inc. (the "Bylaws"), effective as of such date, to provide its stockholders with the right to call a special meeting of stockholders. Prior to this amendment and restatement of the Bylaws, Section 6 of the Bylaws provided that a special meeting of stockholders could be called by the Chairman of the Board of Directors, the President, or the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors, regardless of any vacancies in previously authorized directorships at the time any such resolution is presented for adoption to the Board of Directors. As amended and restated, in addition to this provision, Section 6 of the Bylaws is revised to add the right of stockholders to call a special meeting, as described below.

As amended and restated, Section 6 of the Bylaws requires the Secretary, following receipt of a written request by one or more stockholders owning at least 25% of the combined voting power of Exelixis' outstanding stock, to call a special meeting of stockholders, subject to additional requirements and procedures also set forth in Section 6. These requirements and procedures include, among other things: stockholder ownership conditions required to request a special meeting; procedural requirements to request a special meeting, including applicable time periods and information required to be provided; and the limited circumstances under which such a request will be invalid, such that the Secretary shall not call a special meeting of stockholders.

The foregoing description of Section 6 of the amended and restated Bylaws is qualified in its entirety by the full text of Section 6 of the amended and restated Bylaws, which amended and restated Bylaws are filed as Exhibit 3.1 hereto and incorporated herein by reference. Prior to this amendment and restatement of the Bylaws, Section 6 of the Bylaws consisted solely of the provisions of Section 6(a) and (c) of the amended and restated Bylaws filed as Exhibit 3.1 hereto.

Item 9.01 Financial Statements and Exhibits.



(d)   Exhibits.
Exhibit
 Number      Exhibit Description
             Amended and Restated
  3.1      Bylaws of Exelixis,
           Inc.
101.INS    XBRL Instance Document     The instance document does not appear in the
                                      Interactive Data File because its XBRL tags
                                      are embedded within the Inline XBRL document.
101.SCH    Inline XBRL Taxonomy
           Extension Schema
           Document
101.CAL    Inline XBRL Taxonomy
           Extension Calculation
           Linkbase Document
101.DEF    Inline XBRL Taxonomy
           Extension Definition
           Linkbase Document
101.LAB    Inline XBRL Taxonomy
           Extension Labels
           Linkbase Document
101.PRE    Inline XBRL Taxonomy
           Extension Presentation
           Linkbase Document
  104      Cover Page Interactive     The cover page interactive data file does not
           Data File                  appear in the Interactive Data File because
                                      its XBRL tags are embedded within the Inline
                                      XBRL document.

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