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FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 3, 2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number:000-30235 EXELIXIS, INC. (Exact name of registrant as specified in its charter) 04-3257395 Delaware (State or other jurisdiction of incorporation ororganization) (I.R.S. Employer Identification Number) 1851 Harbor Bay ParkwayAlameda, CA 94502(650) 837-7000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC EXEL Common Stock $0.001 Par Value per Share Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to § 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed byreference to the price at which the common equity was last sold, or the average bid and asked price of such common equity,as of the last business day of the registrant’s most recently completed second fiscal quarter: approximately $4.8 billion.Excludes shares of the registrant’s common stock held by persons who were directors and/or executive officers of theregistrant at June 28, 2024 on the basis that such persons may be deemed to have been affiliates of the registrant at suchdate. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct orindirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by orunder common control with the registrant. Number shares of the registrant’s common stock outstanding as of February 3, 2025: 279,881,450 DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commissionpursuant to Regulation 14A, not later than May 3, 2025, in connection with the registrant’s 2025Annual Meeting ofStockholders are incorporated herein by reference into Part III of this Annual Report on Form 10-K. Table ofContents EXELIXIS, INC.ANNUAL REPORT ON FORM 10-KINDEX PART I Item 1.Business3Item 1A.Risk Factors36Item 1B.Unresolved Staff Comments55Item 1C.Cybersecurity55Item 2.Properties56Item 3.Legal Proceedings56Item 4.Mine Safety Disclosures56PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder M