Profile
(Public NASDAQ:EXEL (FY 12/31)) Drug development
Exelixis is a development-stage biotechnology company dedicated to the discovery and development of novel small molecule therapeutics for the treatment of cancer and other serious diseases. The company is leveraging its fully integrated drug discovery platform to fuel the growth of its development pipeline, which is primarily focused on cancer.

In June 2010, Exelixis entered into two separate financing transactions with Silicon Valley Bank and Deerfield Management for an aggregate of $160 million in capital. The company expects to use the proceeds to repay the remaining obligations under its loan from GlaxoSmithKline and for development of XL184, its lead anticancer agent. The transaction with Silicon Valley Bank is an extension of the company’s existing credit facility with the bank and provides for a new 7-year term loanof $80 million. The principal amount outstanding under the term loan will accrue interest at 1% per annum, payable monthly. The arrangement with Deerfield provides Exelixis with gross proceeds of an additional $80 million through the issuance of senior secured notes maturing in 5 years at a maximum principal amount of $124 million. The notes bear interest payments in the annual amount of $6 million, payable quarterly. Payments to Deerfield can be made in cash or in stock at Exelixis’ discretion and subject to certain limitations.

In March 2010, Exelixis laid off 40% of its staff to focus on its three most advanced cancer drug candidates: XL184, XL147, and XL765.

In May 2009, Exelixis and Boehringer Ingelheim established an exclusive, worldwide collaboration to discover, develop and commercialize autoimmune disease therapies. The collaboration is focused on the discovery of sphingosine-1-phosphate type 1 receptor (S1P1) agonists. The S1P1 receptor is a central mediator of multiple pathways implicated in a variety of autoimmune diseases.

In November 2008, Icahn Capital acquired 1.3 million shares in Exelixis, representing <1.5% of the company, based on 105 million shares outstanding.

In November 2008, Exelixis signed an extension of the company's research collaboration agreement with Bristol-Myers Squibb to discover novel therapies targeted against the liver X receptor (LXr), a nuclear hormone receptor implicated in a variety of cardiovascular and metabolic disorders. The collaboration, originally established in January of 2006 for a period of two years, was extended in 2007, at Bristol-Myers Squibb's request, through January 12, 2009. Bristol-Myers Squibb has now exercised its option to further extend the research collaboration by an additional year to January 12, 2010. Terms of this extension include additional research funding paid to Exelixis in the amount of $6.0 million.

In November 2008, Exelixis restructured its operations and laid off 78 employees.

In June 2008, Exelixis entered into an agreement with Deerfield Management, a significant Exelixis stockholder, to provide Exelixis with up to $150.0 million in financing through a flexible credit facility. The funds can be drawn at any time over the next 18 months at Exelixis' discretion. Exelixis is under no obligation to draw on the facility and can terminate the facility agreement without penalty at any time. Funds drawn will be repayable 5 years after signing of the facility agreement and can be repaid in shares of Exelixis common stock, subject to certain restrictions, or cash at any time during the term of the agreement.

In January 2008, GlaxoSmithKline (GSK) decided not to exercise its option to license XL784, a treatment for diabetic nephropathy, for further development and commercialization.

In November 2007, Exelixis sold Taconic an 80.1% stake in its subsidiary Artemis Pharmaceuticals for approximately $20 million, subject to certain post-closing adjustments. In 2005, Artemis and Taconic established a strategic alliance focused on speeding up the generation, production and distribution of these tailored mouse models to more optimally serve their customers. Exelixis has the option to sell its remaining interest to Taconic, and Taconic also has an option to purchase Exelixis' remaining interest during certain times and under certain circumstances through 2015.

In September 2007, Exelixis closed a public offering of 7,000,000 shares of common stock. The net proceeds of the offering are approximately $71.8 million, after deducting estimated offering expenses. All of the shares in the offering are being sold by Exelixis. Exelixis has also granted the underwriter a 30-day option to purchase up to an additional 1,050,000 shares of common stock. Goldman, Sachs & Co. acted as the sole underwriter for the offering.

In December 2006, Exelixis Plant Sciences, a wholly owned subsidiary of Exelixis and Washington State University Research Foundation (WSURF) entered into a commercial license agreement covering patent rights and biologic materials for the production of paclitaxel and other valuable taxane products from plant cell culture. Under the agreement, EPS has agreed to use its ongoing cell factory and metabolic engineering programs to develop efficient methods for the production of paclitaxel and taxane intermediates used to produce paclitaxel, docetaxel and other semisynthetic taxanes for pharmaceutical applications. EPS and WSURF had previously agreed to a research license for these patent rights and biological materials under which EPS has advanced the development of its taxane cell factory program. The rights granted by WSURF under this commercial license are related to pioneering discoveries made in the laboratory of National Academy of Sciences member Dr. Rodney Croteau in the Institute of Biological Chemistry at Washington State University.

In October 2006, Exelixis closed a public equity offering of 11.5 million shares of common stock at a price of $8.40 per share. The aggregate net proceeds of the offering, after payment of underwriting discounts and estimated offering expenses, are approximately $90.5 million. Goldman, Sachs & Co. acted as the sole book-running manager for the offering. Cowen and Company acted as the joint lead manager and Banc of America Securities and Piper Jaffray & Co. acted as co-managers for the offering.

During the second quarter of 2006, Exelixis repaid in full a $30.0 million convertible promissory note due to PDL BioPharma.

In August 2005, Exelixis sold 6.5 million shares of common stock at $7.75 per share, for total net proceeds of $49.6 million. Goldman, Sachs & Co. acted as offering underwriter.

In June 2005, Exelixis entered into a transaction with Symphony Capital Partners and its investors to provide up to $80 million of funding for the further clinical development of XL647, XL999 and XL784 (see XL999 record).

In October 2004, Exelixis acquired of X-Ceptor Therapeutics (San Diego, CA), a developer of small molecules that modulate nuclear hormone receptors (NHR). Pursuant to the agreement Exelixis acquired all outstanding shares of X-Ceptor capital stock for approximately 2.5 million shares of Exelixis common stock and approximately $2.9 million in cash. X-Ceptor Therapeutics was founded in July 1999 by Ligand Pharmaceuticals to conduct research in and identify therapeutic products from the field of orphan nuclear receptors.

In September 2004, Ligand Pharmaceuticals agreed to exchange its X-Ceptor shares in the recently announced merger between Exelixis and X-Ceptor Therapeutics, for Exelixis common stock. In connection with the merger, Ligand agreed to vote its X-Ceptor shares in favor of the merger.

In June 2004, Exelixis implemented a restructuring and consolidation of its research and discovery organizations to optimize its ability to generate multiple new, investigational new drug applications per year and rapidly advance these new drug candidates through clinical development.

In July 2003, underwriters purchased an additional 1,253,048 shares of common stock pursuant to an option granted through the company’s follow-on common stock offering. Including sale of these additional shares, the offering totaled 11,253,048 shares of common stock at $7.10 per share, resulting in net company proceeds of approximately $74.7 million. In June 2003, Exelixis priced an offering of 10 million shares of its common stock at $7.10 per share. Net company proceeds are expected to be approximately $66.3 million. All shares offered by Exelixis are under its currently effective shelf registration statement. The underwriters were granted an option to purchase up to an additional 1.5 million shares of common stock from Exelixis. Goldman, Sachs is the lead and book running manager for this offering with SG Cowen Securities as co-manager.

In April 2003, Ligand elected not to exercise its option, per the October 1999 agreement, to acquire all of the outstanding stock of X-Ceptor.

In April 2002, Exelixis licensed the Genomica software business to Visualize for contingent license fees and royalty payments.

In February 2002, Exelixis completed a merger with Genomica. Approximately 6,904,452 shares of Exelixis common stock were issued for all outstanding shares of Genomica. Genomica continues to exist as a wholly owned subsidiary of Exelixis.

In 2002, Ligand provided X-Ceptor an additional $5 million to extend the stock purchase option by 12 months, as outlined in the October 1999 agreement.

In April 2001, Exelixis acquired Artemis Pharmaceuticals.

In September 2000, Genomica announced its initial public offering of 6.44 million shares at $19.00 per share. All shares were offered by Genomica.

In October 1999, Ligand completed its second and final investment in X-Ceptor by a $3.2 million cash payment, bringing Ligand's ownership to approximately 17% of X-Ceptor's capital stock. Ligand also issued X-Ceptor investors, founders and certain employees warrants to purchase 950,000 shares of Ligand common stock at a revised price of $10.00 per share. The warrants expired on October 6, 2006. Under Ligand’s option to purchase X-Ceptor stock, Ligand held the right but not the obligation to acquire all, but not less than all, of the outstanding X-Ceptor stock at the third year anniversary date of the Series B Stock financing closing or upon the cash balance of X-Ceptor falling below a pre-determined amount. Ligand may conditionally extend the option 12 months by providing an additional $5 million in funding. The option price, payable pro-rata based on total cumulative non-Ligand funding, may be up to $61.4 million in three years or $79.8 million in four years. The option price was payable in cash or shares of Ligand common stock, or any combination of the two, at Ligand's sole discretion.

In October 1999, investors, including Farallon Capital Management, GIMV-Venture Capital and Sofinov (Société Financière D'Innovation), contributed $7.9 million in exchange for shares of Series B preferred stock.

In July 1999, X-Ceptor raised $1.1 million through the issuance and sale of Series convertible preferred stock to investors including Kevin J. Kinsella, Domain Associates and A.M. Pappas & Associates.

In July 1999 Exelixis acquired the majority of Xenova’s subsidiary MetaXen assets, including facilities, equipment, and employees for a net cash payment of $380,000, ownership retention of certain drug lead optimization intellectual property developed by MetaXen related to drug profiling and predictive modeling. MetaXen, was a subsidiary of Xenova.

Current as of June 30, 2010