On April 12, 2023, Carl Feldbaum, Esq. and Vincent Marchesi, M.D., Ph.D. notified Exelixis, Inc. (“the Company”) of their decisions not to stand for re-election to the Board of Directors of the Company (the “Board”) at the Company's 2023 Annual Meeting of Stockholders. Mr. Feldbaum and Dr. Marchesi each indicated that his decision not to stand for re-election was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

As part of its ongoing refreshment program, the Board is recommending Tomas Heyman, current Chief Executive Officer of Interlaken Therapeutics and former President of Johnson & Johnson's Corporate Venture Capital Group, and Robert Oliver, former President and Chief Executive Officer of Otsuka America Pharmaceutical, for election as independent directors at the Company's Annual Meeting to fill Mr. Feldbaum's and Dr. Marchesi's seats. As previously disclosed, Messrs. Heyman and Oliver were originally nominated by Farallon Capital Management, L.L.C. (“Farallon”).

As part of the Company's efforts to reach an agreement with Farallon to avoid a proxy contest, in the third week of March numerous members of the Exelixis Board met individually with both candidates to assess their qualifications to serve as members of the Board. The Board subsequently agreed to appoint both Messrs. Heyman and Oliver to the Board as part of a proposed settlement agreement with Farallon.

However, Farallon was unwilling to sign an agreement and demanded a highly unusual breadth and depth of access to company confidential and proprietary information as a non-negotiable part of any settlement, including unprecedented access to Exelixis' pipeline, people and clinical trial data. While the Exelixis Board could not concede to Farallon's information and access demands, the Board determined at the time of the interviews that Messrs. Heyman and Oliver were excellent candidates for the Board, and the failure of settlement negotiations with Farallon does not in any way affect that view.

Mr. Heyman currently serves as Chief Executive Officer of Interlaken Therapeutics. Mr. Heyman previously spent nearly 30 years at Johnson & Johnson where most recently, he served as President of Johnson & Johnson Innovation, the venture capital group, where he managed approximately $1.5 billion in capital. Mr. Heyman serves as a member of the Boards of Directors of Legend Biotech, Akero Therapeutics, OptiNose and Invivyd.

Mr. Heyman received his Master of Law from K.U. Leuven in Belgium and completed post-graduate studies in international law in Geneva, Switzerland, and post-graduate studies in business management at the University of Antwerp in Belgium. Mr. Oliver served in a variety of senior positions at Otsuka America Pharmaceutical, including as President and Chief Executive Officer. Previously, he served in senior positions at Wyeth Pharmaceuticals and began his career at Johnson & Johnson.

Mr. Oliver has served on multiple public and private company Boards, including currently as a director of PsyBio Therapeutics Corp. Mr. Oliver serves on the Pharma Board of Advisors at Saint Joseph's University and on the Board of Governors of the Accreditation Council for Medical Affairs. He holds a B.A. from Rutgers University and an M.B.A. from Saint Joseph's University.