0001193125-08-129799 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 9th, 2008 • Exelixis Inc • Services-commercial physical & biological research • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 4, 2008, by and between EXELIXIS, INC., a Delaware corporation (the “Company”), and Deerfield Private Design Fund, L.P., a Delaware limited partnership, Deerfield Private Design International, L.P., a limited partnership organized under the laws of the British Virgin Islands, Deerfield Partners, L.P., Delaware limited partnership, and Deerfield International Limited, a corporation organized under the laws of the British Virgin Islands (individually, a “Lender” and together, the “Lenders”).

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FACILITY AGREEMENT
Facility Agreement • June 9th, 2008 • Exelixis Inc • Services-commercial physical & biological research • New York

FACILITY AGREEMENT (this “Agreement”), dated as of June 4, 2008, between Exelixis, Inc., a Delaware corporation (the “Borrower”), Deerfield Private Design Fund, L.P., a Delaware limited partnership, Deerfield Private Design International, L.P., a limited partnership organized under the laws of the British Virgin Islands, Deerfield Partners, L.P., Delaware limited Partnership, and Deerfield International Limited, a corporation organized under the laws of the British Virgin Islands (individually, a “Lender” and together, the “Lenders” and, together with the Borrower, the “Parties”).

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