Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 3, 2021, the Compensation Committee of the Board of Directors of Exelixis, Inc. ("Exelixis") approved cash bonus payments for certain of Exelixis named executive officers (as defined under applicable securities laws) (together the "Executive Officers") pursuant to the Exelixis Annual Cash Bonus Program for Executives (the "ABP"). The ABP provides for the payment of annual performance-based cash bonus awards to Executive Officers, the amount of which is based on a pre-set target percentage of the Executive Officer's annual base salary for the applicable ABP year. The Compensation Committee is responsible for establishing the bonus target percentages, as well as the relative percentage contributions of corporate performance and individual performance, if applicable. For each Executive Officer, the amount of the cash bonus award for a calendar year depends upon Exelixis' achievement of applicable corporate performance goals established by the Compensation Committee for that year, and, as applicable, an assessment of each Executive Officer's individual performance. In accordance with the terms of the ABP and giving consideration to: Exelixis' overall performance during 2020, the leadership and achievements of each Executive Officer during 2020, and challenges posed by changing market conditions and the COVID-19 pandemic during 2020, which each rendered certain of the previously established corporate performance goals impossible or impractical to achieve, the annual cash bonus payments to Executive Officers were approved as follows: Gisela M. Schwab, M.D. ($648,222), Christopher J. Senner ($406,610), Jeffrey J. Hessekiel, J.D. ($330,819) and Peter Lamb Ph.D. ($309,679).

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