SUMMARY/JOB PURPOSE:

Exelixis is seeking a Senior Corporate Counsel, Corporate & Securities to join the Legal Department’s corporate team, reporting to the Vice President II, Corporate Legal Affairs & Operations, Board Secretary. You will be an integral member of the Legal Department and will be responsible for managing a small team in a dynamic environment to support the corporate governance and securities law needs of Exelixis. You and your team will work collaboratively with various teams across the organization, including Finance/Accounting, Investor Relations/Public Affairs, Human Resources, and others, as well as with external counsel.

ESSENTIAL DUTIES AND RESPONSIBILITIES:

• Ensure compliance with SEC and Nasdaq rules and requirements, including preparation of SEC reports (Form 10-K, Form 10-Q, Form 8‑K) and other public disclosures

• Prepare the company’s proxy statement and coordinate matters related to the company’s annual meeting of shareholders

• Provide corporate governance advice and support, including preparation and distribution of board and committee meeting materials

• Support Investor Relations/Public Affairs teams, including review of press releases, investor presentations and other materials

• Manage corporate structure, including formation and maintenance of subsidiaries and foreign state qualifications

• Support corporate development transactions, including debt and equity offerings, mergers and acquisitions

• Provide legal advice with respect to securities matters, including equity plan administration and executive compensation

• Draft clear and concise agreements, policies and procedures, as necessary

• Partner with cross-functional teams including Investor Relations/Public Affairs, Human Resources, IT, Finance, Facilities, Discovery, Development and Pharmaceutical Operations & Supply Chain on various projects, including the company’s Corporate Values and Sustainability Report

• Implement organizational or team objectives and interpret company policies

• Assist with the successful completion of major programs and projects, as applicable

• Coordinate with and efficiently manage external counsel

SUPERVISORY RESPONSIBILITIES:

• Supervises staff, including hiring, scheduling and assigning work, reviewing performance, and recommends salary increases, promotions, transfers, demotions, or terminations.

EDUCATION/EXPERIENCE/KNOWLEDGE & SKILLS:

Education:

• BS/BA degree.

• JD degree required and must be admitted to practice, preferably in California.

Experience:

• Practice at a major law firm; followed by in-house public company experience.

• Six to eight years of experience as a corporate attorney in a law firm or in-house legal department of a public company preferred.

Knowledge/Skills:

• Possesses executive presence and ability to interact comfortably with executives and senior management

• Clear and concise verbal and written communication skills

• Must have excellent interpersonal communication skills.

• Requires strong computer skills (e.g., Microsoft Office Suite (Word, Excel, PowerPoint, Document Comparison programs, etc.) and Internet).

• Must be efficient, detail-oriented and have strong organizational skills.

• Ability to handle multiple tasks simultaneously and with the ability to re-prioritize on short time frames.

• Acts responsibly and conscientiously.

• Works under pressure to meet specific deadlines.

• Works independently and in a team environment.

• Dedicated to quality, reliability, and highest professional standards in all work tasks.

• Must be a self-starter and quick learner.

• Must have good judgment.

WORKING CONDITIONS:

• Environment: primarily working indoors in an office environment

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