THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Exelixis, Inc. (EXEL)

3/29/2006 Proxy Information

Indemnification Agreements

As permitted by Delaware law, our Certificate of Incorporation provides that no director will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

¥ any breach of duty of loyalty to the Company or our stockholders;

¥ acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

¥ unlawful payment of dividends or unlawful stock repurchases or redemptions; or

¥ any transaction from which the director derived an improper personal benefit.

Our Bylaws provide that we will indemnify our directors and executive officers and may indemnify our other officers and employees and other agents to the fullest extent permitted by law. We believe that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. Our Bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the Bylaws would permit indemnification.

We have entered into agreements to indemnify our directors and executive officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other things, indemnify our directors and executive officers for certain expenses, including attorneysÕ fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by the Company, arising out of such personÕs services as a director or executive officer with respect to the Company, any of our subsidiaries or any other company or enterprise to which the person provides services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

Indebtedness of Management

In July 2002, we entered into a loan agreement with Jeffrey Latts, who was then Senior Vice President and Chief Medical Officer, in the amount of $125,000, following, and as a result of, his joining the Company. The loan had an interest rate of 4.60% and matured on July 15, 2005. Fifty percent of the principal of the loan was subject to forgiveness on each of the third and fourth employment anniversary date. Accordingly, $62,500 of the loan principal was forgiven in 2004 and 2005, respectively. The largest amount of indebtedness (principal and interest) outstanding under this loan during 2005 was $64,061 and no amount of principal or interest under this loan was outstanding as of December 31, 2005.

In April 2001, we entered into a loan agreement with Pamela Simonton, who was then Vice President of Corporate Technology Development, in the amount of $300,000, following, and as a result of, her joining the Company. The loan has an interest rate of 4.90% and matured on April 26, 2005. The loan is subject to 25% forgiveness on each anniversary of the loan provided that Ms. Simonton is a full-time employee during the preceding 12 months. Accordingly, $75,000 of the loan principal was forgiven in 2002, 2003, 2004 and 2005, respectively. The largest amount of indebtedness (principal and interest) outstanding under this loan during 2005 was $127,630 and no amount of principal under this loan was outstanding as of December 31, 2005. Accrued interest on the loan in the amount of $52,630, which is subject to forgiveness in 2006, was outstanding as of March 29, 2006.

Certain Business Relationships

Dr. Papadopoulos, the Chairman of the CompanyÕs Board of Directors, is an investment banker at Cowen & Co., LLC, which provides investment banking services to the Company from time to time. No fees or expenses were incurred by the Company in 2005 in connection with such services.

3/18/2005 Proxy Information

In November 2003, we entered into a one-year consulting agreement with Frank McCormick, Ph.D., a director of the Company. Under the terms of the agreement, Dr. McCormick provided consulting services in the field of pharmaceutical research and development. Compensation was at a rate of $2,000 per day and Dr. McCormick earned $17,000 in consulting fees during the year ending December 31, 2004. We entered into a renewal consulting agreement with Dr. McCormick in November 2004, and the terms of the renewal agreement are substantively similar to the original agreement, provided that the maximum annual compensation is limited to $60,000.

Dr. Papadopoulos, the Chairman of the CompanyÕs Board of Directors, is an investment banker at SG Cowen Securities Corporation, which provides investment banking services to the Company from time to time. No fees or expenses were incurred by the Company in 2004 in connection with such services.

Mr. Wyszomierski, a director of the Company, is the Executive Vice President and Chief Financial Officer of VWR International, Inc., a supplier of laboratory supplies, equipment and supply chain solutions. In 2004, the Company bought laboratory supplies and equipment from VWR International in the amount of $3.2 million.

In July 2004, we entered into a one-year consulting agreement with George Poste, D.V.M., Ph.D, a director of the Company. Under the terms of the agreement, Dr. Poste provides consulting services in the field of pharmaceutical research and development. Compensation is at an annual rate of $30,000. Dr. Poste earned $15,000 in consulting fees during the year ending December 31, 2004.