On December 14, 2012, Exelixis, Inc. (the "Company") sent a notice to participants in the Exelixis, Inc. 401(k) Plan (the "Plan"), including Company directors and executive officers, informing them that it had received a notice of an upcoming suspension period from the plan administrator of the 401(k) Plan indicating that such suspension period will begin at 4:00 p.m., Eastern time, on January 14, 2013, and is expected to end on or before January 17, 2013 (the "Plan Blackout Period"). During the Plan Blackout Period, 401(k) Plan participants will be unable to access the portion of their accounts invested in the Exelixis Stock Fund to perform exchanges, make future investment elections, obtain a loan, obtain a distribution, or exercise rights otherwise available with respect to the portion of their account invested in the Exelixis Stock Fund. The temporary suspension is required to facilitate the conversion of the Exelixis Stock Fund under the 401(k) Plan from a unitized basis to a real-time traded basis.

The Company received the Plan Blackout Period notice required by section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, on December 14, 2012.

On December 14, 2012, notice was provided to the Company's directors and executive officers informing them of the prohibitions on trading in the Company's securities during the Plan Blackout Period. The notice was provided pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, and the rules and the regulations thereunder, and a copy of the notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The name, address and telephone number of the person designated by the Company to respond to inquiries about the Plan Blackout Period is:

James B. Bucher

Vice President, Corporate Legal Affairs and Secretary

210 East Grand Avenue

South San Francisco, CA 94080

650-837-7251

jbucher@exelixis.com

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

                       Exhibit
                       Number    Description

                       99.1      Notice of Blackout Period