Full Press Release Details
Exelixis Advances Board Refreshment Plan
ALAMEDA, Calif. - April 13, 2023 -
Exelixis, Inc. (Nasdaq: EXEL) (the "Company") today announced that Carl Feldbaum,
Esq. and Vincent Marchesi, M.D., Ph.D., two long-standing and valued members of the Board of Directors, will not stand for re-election
at the Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting"). 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
"On behalf of the entire Board, I want to extend
my deep appreciation to Carl and Vincent for their many contributions to Exelixis throughout their tenure. Both have been trusted partners
and colleagues. Their wisdom and expertise have informed our strategy and have guided us on our path to leadership and value creation,"
said Dr. Stelios Papadopoulos, Chairman of Exelixis' Board of Directors.
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"As we say goodbye to two outstanding leaders,
we will ask shareholders to vote for Tomas and Bob as new independent Board members at our upcoming Annual Meeting. Their proposed addition
to the Board is part of an ongoing refreshment plan that underscores our commitment to upholding best-in-class corporate governance to
ensure we have the right balance of relevant skills and expertise to guide the Company's continued evolution and long-term strategic
plan," Dr. Papadopoulos continued.
"Especially as a cancer survivor, I've
been truly privileged to serve on this highest-caliber Board of scientists, physicians, CEOs and financial experts. Exelixis has an extraordinarily
talented and dedicated team, and I anticipate great progress for this remarkable Company in the months and years ahead," said Mr.
"I leave Exelixis with a great sense of pride
for the Company we have become and the progress we have made to improve the standard of care for cancer patients and create shareholder
value. I look forward to following the progress of this talented team as they strive to develop the next
wave of important cancer medicines," said Dr. Marchesi.
Dr. Papadopoulos concluded, "We are pleased
to strengthen the Exelixis Board with new independent directors who embody the important skillsets our Board is looking for as we advance
our strategy to become a global, multi-product oncology company. Tomas and Bob are highly respected leaders who bring a deep understanding
of the biopharma industry and strong track records of overseeing growth and commercial success. We look forward to benefitting from their
insights and expertise as Exelixis delivers innovative treatments for our patients and drives growth and value for shareholders."
The Board's slate for the Annual Meeting will
consist of Maria Freire, Alan Garber, Tomas Heyman, Michael Morrissey, Robert Oliver, Stelios Papadopoulos, George Poste, Julie Anne Smith,
Lance Willsey, Jacqueline Wright and Jack Wyszomierski. Following the Annual Meeting, the Board will be comprised of 11 directors, 10
of whom are independent and four of whom will have been elected in the last five years. The date of the Annual Meeting has not yet been
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.
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About Carl Feldbaum, Esq.
Mr. Feldbaum joined the Exelixis Board of Directors
in February 2007. He currently serves as a Member Emeritus of the Board of Directors of BIO Ventures for Global Health, a non-profit organization,
and is President Emeritus of the Biotechnology Innovation Organization (BIO), the world's largest trade association representing
biotechnology companies, academic institutions, state biotechnology centers and related organizations across the U.S. and in more than
30 other nations. Previously, Mr. Feldbaum served as President of BIO from 1993 until his retirement in 2005. Prior to joining BIO, he
served as Assistant Watergate Prosecutor and was Chief of Staff to Senator Arlen Specter of Pennsylvania. He also was President and Founder
of Palomar Corporation. Prior to that, Mr. Feldbaum was Assistant to the Secretary of Energy and served as the Inspector General for defense
intelligence in the U.S. Department of Defense. Mr. Feldbaum also served as a member of the Board of Directors of several publicly held
companies, including Actelion from 2005 to 2015, Trovagene from 2014 to 2015 and Connetics Corporation from 2005 until its acquisition
by Stiefel Laboratories, Inc. in 2006. Mr. Feldbaum holds an A.B. in Biology from Princeton University and a J.D. from the University
of Pennsylvania Law School.
About Vincent Marchesi, M.D., Ph.D.
Dr. Marchesi joined the Exelixis Board of Directors
in May 2001. Since 1973, Dr. Marchesi has been a Professor of Pathology and Cell Biology at Yale University and, since 1991, the Director
of the Boyer Center for Molecular Medicine at Yale University. In 1982, Dr. Marchesi co-founded Molecular Diagnostics, Inc., a diagnostic
development company. Dr. Marchesi was formerly Chair of Pathology at the Yale-New Haven Hospital. He holds an M.D. from Yale University
and a Ph.D. from Oxford University, and is a member of the National Academy of Sciences and the Institute of Medicine.
Exelixis is a globally ambitious oncology company
innovating next-generation medicines and regimens at the forefront of cancer care. Powered by bi-coastal centers of discovery and development
excellence, we are rapidly evolving our product portfolio to target an expanding range of tumor types and indications with our clinically
differentiated pipeline of small molecules, antibody-drug conjugates and other biotherapeutics. This comprehensive approach harnesses
decades of robust investment in our science and partnerships to advance our investigational programs and extend the impact of our flagship
commercial product, CABOMETYX (cabozantinib). Exelixis is driven by a bold scientific pursuit to create transformational treatments
that give more patients hope for the future. For information about the company and its mission to help cancer patients recover stronger
and live longer, visit www.exelixis.com, follow @ExelixisInc
on Twitter, like Exelixis, Inc. on Facebook and follow Exelixis
Exelixis Forward-Looking Statements
This press release contains forward-looking statements.
Any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking
statements and are based upon Exelixis' current plans, assumptions, beliefs, expectations, estimates and projections. Forward-looking
statements involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in
the forward-looking statements as a result of these risks and uncertainties, which include, without limitation the factors affecting Exelixis
discussed under the caption "Risk Factors" in Exelixis' Annual Report on Form 10-K filed with the Securities and Exchange
Commission (SEC) on February 7, 2023, and in Exelixis' future filings with the SEC. All forward-looking statements in this press
release are based on information available to Exelixis as of the date of this press release, and Exelixis undertakes no obligation to
update or revise any forward-looking statements contained herein, except as required by law.
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Important Stockholder Information
Exelixis, Inc. (the "Company")
intends to file a proxy statement and proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection
with its solicitation of proxies for its 2023 Annual Meeting. THE COMPANY'S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE
PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING PROXY CARD AS THESE DOCUMENTS BECOME AVAILABLE AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the proxy statement, any amendments or supplements to the proxy statement