EXELIXIS, INC.
COMPENSATION COMMITTEE CHARTER

PURPOSE
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Exelixis, Inc. (the “Company”) is to assist the Board in fulfilling its responsibility to oversee the Company’s compensation policies, plans and programs and to review and determine the compensation to be paid to the Company’s officers (which shall include any “officer” as such term is defined in Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and Rule 16a-1(f) promulgated thereunder, as well as other employees of the Company who hold the title of “Executive Vice President” or higher) (“Officers”) and directors, as well as to prepare and review the Committee report included in the Company’s annual proxy statement (the “Proxy Statement”) in accordance with applicable rules and regulations of the Securities and Exchange Commission (“SEC”) in effect from time to time (the “Compensation Committee Report”).

MEMBERSHIP
The Committee shall consist of at least two (2) members of the Board. Each member of the Committee shall meet the requirements of the listing standards of the Nasdaq Stock Market (“Nasdaq”) applicable to compensation committee members, as in effect from time to time. The Board shall appoint the members of the Committee and the Chair of the Committee. Each member of the Committee shall serve for such term or terms as the Board may determine or until his or her earlier resignation, removal or death. The Board may remove any member from the Committee at any time, with or without cause.

AUTHORITY
The Committee shall have the authority to retain or obtain, at the expense of the Company, the advice and assistance of a compensation consultant, as well as internal or external legal, accounting or other advisors and consultants. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal, accounting or other adviser or consultant retained by the Committee. Other reasonable expenditures for external resources that the Committee deems necessary or appropriate in the performance of its duties are permitted and shall be paid for by the Company. The Committee shall have full access to all books, records, facilities and personnel of the Company as deemed necessary or appropriate by any member of the Committee to discharge his or her responsibilities hereunder.

To the extent required by the Nasdaq or SEC rules, before engaging, or receiving advice from, a compensation consultant, external legal counsel or any other advisor, the Committee shall consider the independence of each such advisor by taking into account the following factors and any other factors required by Nasdaq or the SEC and corresponding rules that may be amended from time to time, including any exceptions permitted by such rules: (i) the provision of other services to the Company by the employer of the compensation consultant, counsel or other advisor (the “Advisory Firm”); (ii) the amount of fees received from the Company by the Advisory Firm, as a percentage of the Advisory Firm’s total revenue; (iii) the Advisory Firm’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the compensation consultant, counsel or other advisor with a member of the Committee; (v) any stock of the Company owned by the compensation consultant, counsel or other advisor; and (vi) any business or personal relationship between an executive officer of the Company and the compensation consultant, counsel, other advisor or the Advisory Firm. The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of the SEC’s Regulation S-K.

Except to the extent inconsistent with any laws and rules applicable to the Company, including the rules of Nasdaq, any responsibility or authority of the Committee under this Charter may be delegated as appropriate by the Board or the Committee, including to the Chair of the Committee or to a subcommittee composed of one or more Committee members and/or other members of the Board and/or Officers. Without limiting the foregoing, the Committee may form subcommittees or special committees for the purpose of determining or approving compensation and equity grants to be made under the Compensation Plans (such as, for example, year-end performance-related bonuses, salary increases and equity incentive grants) to employees who are not Officers.

KEY RESPONSIBLITIES
The Committee shall:

• Take any and all actions which may be taken by the Board with respect to fixing and evaluating the compensation level of Officers of the Company, including but not limited to the development of compensation policies that will attract and retain the highest quality executives, that will clearly articulate the relationship of corporate performance to executive compensation and that will reward executives for the Company’s progress. In particular, it shall be the responsibility of the Committee to determine and approve or, at the discretion of the Committee, recommend to the full Board for its approval the compensation and other terms of employment of each Officer, taking into consideration each such Officer’s success in achieving his or her individual performance goals and objectives and the corporate performance goals and objectives deemed relevant to the Officer as established by the Committee. In determining and evaluating compensation for Officers and compensation policies, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“say-on-pay vote”) required by Section 14A of the Exchange Act. No Officer, including the Chief Executive Officer, may be present during the voting or deliberations regarding his or her compensation.
• Recommend to the full Board for its approval, the adoption, amendment, and termination of stock option plans, stock appreciation rights plans, other equity or equity-based plans, stock bonus plans, stock purchase plans, bonus plans for Officers, pension and profit sharing plans, deferred compensation plans, and other similar programs (collectively, “Compensation Plans”). Notwithstanding the foregoing, the Committee shall have the full power and authority of the Board regarding the adoption, amendment and termination of all bonus plans, including those applicable to Officers.
• Periodically review the compensation paid to non-employee directors for their service on the Board and its committees and recommend any changes considered appropriate to the full Board for its approval.
• Administer all Compensation Plans, including establishing guidelines, interpreting plan documents, generally granting rights, participation and interests in Compensation Plans to eligible participants and determining the terms and conditions applicable to each award or grant, subject to the provisions of the applicable Compensation Plan.
• Review and approve such other compensation matters as the Board, the Committee or the Chief Executive Officer of the Company determines to have the Committee approve.
• Review and recommend to the Board for approval the frequency with which the Company will conduct say-on-pay votes, taking into account the results of the most recent stockholder advisory vote on the frequency of say-on-pay votes as required by Section 14A of the Exchange Act, and review and approve the proposals regarding the say-on-pay vote and the frequency of say-on-pay votes for inclusion in the Proxy Statement.
• Review and discuss with the Company’s management the Compensation Discussion and Analysis (“CD&A”), taking into account the results of the most recent say-on-pay vote, and to recommend to the Board, if it deems it advisable, that the CD&A be included in the Company’s Annual Report on Form 10-K or the Proxy Statement and also provide the Compensation Committee Report for inclusion in the Company’s Annual Report on Form 10-K or the Proxy Statement.
• Establish, oversee and periodically review any stock ownership guidelines applicable to the Company’s directors and Officers.
• Periodically assess the Company’s compensation policies and practices (including incentive compensation arrangements), as they relate to risk management or potential employee risk-taking, in order to determine whether any such policies or practices are reasonably likely to have a material adverse effect on the Company, and report the Committee’s assessment and determination to the Board.
• Assist the Board in its oversight of the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function, including, but not limited to those policies and strategies regarding recruiting, retention, career development and progressions, management succession (other than that within the purview of the Nominating and Corporate Governance Committee), diversity and employment practices.
• Review and approve the creation or revision of any clawback policy allowing the Company to recoup compensation paid to employees, and administer the clawback policies if so and to the extent delegated by the Board.
• Periodically review, discuss and assess the Committee’s own performance, including a review of its compliance with this Charter, and report its findings to the Board.
• Review and assess this Charter on an annual basis and recommend any proposed changes to the Board for its consideration.

In addition, as the Committee and the Board deems appropriate, the Committee may identify additional areas of focus and/or perform other activities consistent with this Charter and the Company’s Certificate of Incorporation and Bylaws, each as currently in effect, as well as applicable governing laws or regulations.

MEETINGS
The Committee will hold at least one (1) regular meeting per year and additional regular or special meetings as the Committee deems appropriate. Officers and other employees of the Company may attend these meetings at the invitation of the Committee, subject to the limitations set forth in this Charter.

MINUTES AND REPORTS
Minutes of each meeting of the Committee shall be kept and distributed to each member of the Committee and the Secretary of the Company. The Chair of the Committee shall report to the Board from time to time, or whenever so requested by the Board.