EXELIXIS, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

 PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Exelixis, Inc. (the “Company”) is to (i) oversee all aspects of the Company’s corporate governance functions on behalf of the Board; (ii) make recommendations to the Board regarding corporate governance issues and issues arising under the Company’s Corporate Code of Conduct (the “Code”); (iii) identify, review and evaluate candidates to serve as directors of the Company and each committee of the Board; (iv) serve as a focal point for communication between such candidates, non-committee directors and the Company’s management; (v) recommend such candidates to the Board and make such other recommendations to the Board regarding affairs relating to the directors of the Company; and (vi) develop a set of Corporate Governance Guidelines (the “Guidelines”) for the Company.

MEMBERSHIP

The Committee shall consist of at least two (2) members of the Board.  No Committee member shall be an employee of the Company, and each member shall be free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the Board, in accordance with the applicable independence requirements of the Nasdaq Stock Market (“Nasdaq”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). 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 from internal or external legal, investor relations, governance or other advisors or consultants. 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 members of the Committee to discharge his or her responsibilities hereunder.

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.

KEY RESPONSIBILITIES

The Committee shall:

• Oversee the Company’s governance practices, including reviewing and recommending to the Board for approval any changes to the Company’s corporate governance framework. To strengthen its knowledge of relevant current and prospective governance issues, the Committee shall establish regular and meaningful contact throughout the year with the Board, committee chairs, members of senior management and independent professional advisors to the Board and its various committees, as applicable.
• Establish criteria for Board membership and identifying, evaluating, reviewing and recommending qualified candidates to serve on the Board and its committees, including consideration of any potential conflicts of interest and applicable independence and experience requirements, as well as the diversity considerations set forth in the Guidelines. The Committee shall also evaluate, review and consider the recommendation for nomination of current directors for reelection to the Board. The selection of nominees for director to be presented to the stockholders for election or reelection, and the selection of new Directors to fill vacancies and newly created directorships on the Board, shall be made by the full Board based on the recommendations of the Committee. Nominations from stockholders shall be considered using the same criteria as potential nominees recommended by the members of the Committee or others, and there shall be no differences in the manner in which the Committee evaluates a candidate that is recommended for nomination for membership on the Board by the directors, officers or stockholders. 
• Periodically review, discuss and assess the performance of the Board, including that of the Committee (and its compliance with this Charter) and the other Board committees, seeking input from management, the full Board and any external advisors, as appropriate. The assessment includes evaluation of the Board’s contribution as a whole, specific areas in which the Board and/or management believe better contributions could be made, and overall Board composition and makeup, including the reelection of current Board members. The factors to be considered shall include whether the size of the Board is appropriate for the Company and whether the directors, both individually and collectively, can and do provide the skills and expertise appropriate for the Company.  The Committee shall also consider and assess the independence of directors, including whether a majority of the Board continue to be independent from management in both fact and appearance, as well as within the meaning prescribed by Nasdaq. The results of such reviews shall be provided to the Board for further discussion, as appropriate.
• Recommend to the entire Board annually the membership and chair of each committee of the Board, in consultation with the Chair of the Board and the Chief Executive Officer, and after due consideration of the interests, experience and independence of the individual directors and experience and independence requirements in accordance with the listing standards of Nasdaq, the rules and regulations of the SEC and applicable law.
• Develop the Guidelines applicable to the Company. The Committee shall periodically review and assess the Guidelines and their application and recommend any proposed changes to the Board for approval.
• Oversee and review the processes and procedures used by the Company to provide information to the Board and its committees. The Committee should consider, among other factors, the reporting channels through which the Board and its committees receive information and the level of access to outside advisors where necessary or appropriate, as well as the procedures for providing accurate, relevant and appropriately detailed information to the Board and its committees on a timely basis.
• Oversee and review the orientation program for new directors and continuing education of all directors.
• Review and administer the Code and any similar codes of conduct that may be implemented by the Company from time to time. The Committee shall have the authority to amend the Code and to make waivers of any provisions of the Code.  The Committee shall have the authority to enforce the provisions of the Code (including with respect to executive officers and directors) and to direct the management of the Company to take appropriate actions to implement any such enforcement decisions.  The Committee hereby delegates to management of the Company the ability to make technical, administrative or other non-substantive amendments to the Code that do not constitute a “waiver” (or “implicit waiver”) for purposes of Item 5.05 of Form 8-K or Rule 5610 of the listing standards of Nasdaq.
• Develop and administer the policies and procedures for stockholder communications to directors.
• Periodically review and assess the Company’s corporate sustainability strategy and policies, including with respect to environmental, social and governance (“ESG”) matters relevant to the Company’s business, and oversee management in its implementation of and preparation of public disclosures pertaining to the Company’s ESG programs and sustainability efforts.
• Carry out its prescribed duties under the “CEO Succession Plan” approved by the Board in the event that the Company’s Chief Executive Officer is no longer able to serve in that position. The Committee shall periodically review and discuss the CEO Succession Plan and recommend any proposed changes to the Board for approval. 
• 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 or 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.

MINUTES AND REPORTS

Minutes of each meeting 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.