Item 3.03. Material Modification to Rights of Security Holders | EXEL Message Board Posts

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Msg  26603 of 26890  at  3/3/2021 4:42:54 PM  by

Pacific


Item 3.03. Material Modification to Rights of Security Holders

Another change to their ByLaws

https://www.sec.gov/ix?doc=/Archives/edgar/data/939767/000093976721000028/exel-20210225.htm

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated by reference here.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective as of February 25, 2021, the Board of Directors (the “Board”) of Exelixis, Inc. (“Exelixis”) approved and adopted Amended and Restated Bylaws of Exelixis (the “Revised Bylaws”) for the purposes of: (a) amending and restating Article XV thereof to provide that, unless Exelixis consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), to the fullest extent permitted by law (the “Federal Forum Provision”); and (b) and making certain technical revisions to the existing forum selection bylaw included in Article XV thereof. The Board believes that the Federal Forum Provision will reduce the risk that Exelixis could be involved in duplicative litigation in both state and federal courts, as well as the risk that the outcome of cases in multiple forums could be inconsistent, even though each forum purports to follow federal law. In addition, the Federal Forum Provision is structured to give the Board the flexibility to consent to an alternative forum when deemed appropriate.

The foregoing summary and description of the Federal Forum Provision does not purport to be complete and is qualified in its entirety by reference to the full text of Article XV, as set forth in the Revised Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits





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