Exelixis currently expects to use the net proceeds from the offerings for general corporate purposes, including for clinical trials, research and development, capital expenditures, working capital, funding the interest escrow account, and the payment of a consent fee to entities affiliated with Deerfield Management Company L.P. with respect to secured convertible notes Exelixis previously issued to such entities.Goldman, Sachs & Co. and Cowen and Company are acting as joint book-running managers and Piper Jaffray & Co., Stifel Nicolaus Weisel and William Blair & Company, L.L.C. are acting as co-managers for the common stock offering. Goldman, Sachs & Co. is acting as sole book running manager, Cowen and Company is acting as joint lead manager, and Citigroup, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are acting as co-managers for the convertible senior subordinated note offering. The common stock offering and the convertible senior subordinated note offering are being conducted as separate public offerings by means of separate prospectus supplements filed as part of a shelf registration statement previously filed with the Securities and Exchange Commission (SEC) on Form S-3, and neither of these offerings is contingent upon the consummation of the other. Exelixis expects to close the offerings on or about August 14, 2012, subject to customary closing conditions. This announcement does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is being issued pursuant to and in accordance with Rule 134 under the Securities Act of 1933, as amended. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the prospectus supplements and base prospectus relating to the offerings may be obtained, when available, from Goldman, Sachs & Co. (200 West Street, New York, New York 10282, Attn: Prospectus Department, Phone: 1-866-471-2526, Fax: 212-902-9316, Email: firstname.lastname@example.org) or from Cowen and Company (c/o Broadridge Financial Services., 1155 Long Island Avenue, Edgewood, NY11717, Attn: Prospectus Department, Phone: 631-274-2806, Fax: 631-254-7140). Exelixis intends to file a final prospectus supplement relating to each offering with the SEC, which will be available along with the prospectus filed with the SEC in connection with the shelf registration statement, on the SEC's website at www.sec.gov. About Exelixis Exelixis, Inc. is a biotechnology company committed to developing small molecule therapies for the treatment of cancer.
Forward-Looking StatementsThis announcement contains forward-looking statements, including statements relating to Exelixis' expectations regarding the completion of the proposed public offerings and the amount and use of the anticipated net proceeds therefrom. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. Exelixis cautions investors not to place undue reliance on the forward-looking statements contained in this release. These risks and uncertainties include, without limitation, risks and uncertainties related to satisfaction of customary closing conditions related to the public offerings. There can be no assurance that Exelixis will be able to complete either public offering on the anticipated terms, or at all. Risks and uncertainties relating to Exelixis and these offerings can be found in the "Risk Factors" section of the prospectus supplements related to the proposed offerings to be filed with the SEC. Exelixis undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in Exelixis' expectations.