NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Exelixis, Inc. (Exelixis, we, our or us) is an oncology company innovating next-generation medicines and regimens at the forefront of cancer care. We have produced four marketed pharmaceutical products, two of which are formulations of our flagship molecule, cabozantinib, and we are steadily advancing and evolving our product pipeline portfolio, including our lead clinical asset, zanzalintinib, currently under review by the U.S. Food and Drug Administration (FDA) for the treatment of certain forms of colorectal cancer, as well as the focus of an extensive late-stage clinical development program in other indications. With a rational and disciplined approach to investment, we are leveraging our internal experience and expertise, and the strength of strategic partnerships, to identify and pursue opportunities across the landscape of scientific modalities, including small molecules and biotherapeutics, such as antibody-drug conjugates.
Sales related to cabozantinib account for the majority of our revenues. Cabozantinib is an inhibitor of multiple tyrosine kinases, including MET, AXL, VEGF receptors and RET and has been approved by the FDA, and in other countries for all or a combination of, the following: as CABOMETYX® (cabozantinib) tablets for advanced renal cell carcinoma (RCC) (both alone and in combination with Bristol-Myers Squibb Company’s nivolumab (OPDIVO®)), previously treated hepatocellular carcinoma, previously treated, radioactive iodine-refractory differentiated thyroid cancer, and previously treated, unresectable, locally advanced or metastatic, well-differentiated pancreatic neuroendocrine tumors and extra-pancreatic neuroendocrine tumors; and as COMETRIQ® (cabozantinib) capsules for progressive, metastatic medullary thyroid cancer. For physicians treating these types of cancer, cabozantinib has become or is becoming an important medicine in their selection of effective therapies.
The other two products resulting from our discovery efforts are: COTELLIC® (cobimetinib), an inhibitor of MEK, approved as part of multiple combination regimens to treat specific forms of advanced melanoma and marketed under a collaboration with Genentech, Inc. (a member of the Roche Group) (Genentech); and MINNEBRO® (esaxerenone), an oral, non-steroidal, selective blocker of the mineralocorticoid receptor, approved for the treatment of hypertension in Japan and licensed to Daiichi Sankyo Company, Limited.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Exelixis and those of our wholly owned subsidiaries. These entities’ functional currency is the U.S. dollar. All intercompany balances and transactions have been eliminated.
We have adopted a 52- or 53-week fiscal year policy that generally ends on the Friday closest to December 31. Fiscal year 2026, which is a 52-week fiscal year, will end on January 1, 2027 and fiscal year 2025, which was a 52-week fiscal year, ended on January 2, 2026. For convenience, references in this report as of and for the fiscal periods ended July 3, 2026, July 4, 2025, April 3, 2026 and April 4, 2025, and as of and for the fiscal year ending January 1, 2027 and the fiscal years ended January 2, 2026 and January 3, 2025, are indicated as being as of and for the periods ended June 30, 2026, June 30, 2025, March 31, 2026 and March 31, 2025, and the year ending December 31, 2026, and the years ended December 31, 2025, and December 31, 2024, respectively.
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial statements for the periods presented have been included. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or for any future period. The accompanying Condensed Consolidated Financial Statements and Notes thereto should be read in conjunction with our Consolidated Financial Statements and Notes thereto for the fiscal year ended December 31, 2025, included in Part II, Item 8 of our Annual Report on Form 10-K, filed with the SEC on February 10, 2026 (Fiscal 2025 Form 10-K).
Use of Estimates
The preparation of the accompanying Condensed Consolidated Financial Statements conforms to accounting principles generally accepted in the U.S., which requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosures. On an ongoing basis, we evaluate our significant estimates. We base our estimates on historical experience and on various other market-specific and other relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates.
Significant Accounting Policies
There have been no material changes to our significant accounting policies during the six months ended June 30, 2026, as compared to the significant accounting policies disclosed in “Note 1. Organization and Summary of Significant Accounting Policies” of the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of our Fiscal 2025 Form 10-K.
Recently Adopted Accounting Pronouncements
There were no new accounting pronouncements adopted by us since our filing of the Fiscal 2025 Form 10-K, which could have a significant effect on our Condensed Consolidated Financial Statements.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which enhances the disclosures required for expense disaggregation in our annual and interim consolidated financial statements. In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) – Clarifying the effective Date (ASU 2025-01), which clarifies the effective date of ASU 2024-03 for companies with a non-calendar year end. ASU 2024-03 is effective for us in our annual reporting for fiscal year 2027, and in our interim periods beginning in fiscal year 2028. Early adoption and retrospective application are permitted. We are currently evaluating the impact of ASU 2024-03 on our Consolidated Financial Statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) to clarify and modernize the accounting for costs related to internal-use software by removing all references to software development project stages and clarifying the threshold entities apply to begin capitalizing costs. ASU 2025-06 is effective for us in our annual reporting for fiscal year 2028. Early adoption and retrospective reporting are permitted. We do not expect the adoption of ASU 2025-06 to have a material impact on our Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. ASU 2025-11 provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for us in our annual reporting for fiscal year 2028, and in our interim periods beginning in fiscal year 2028. Early adoption and retrospective application are permitted. We do not expect the adoption of ASU 2025-11 to have a material impact on our Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements (ASU 2025-12), which addresses thirty-three issues, representing amendments to Accounting Standards Codification (ASC) topics that clarify, correct errors or make minor improvements. ASU 2025-12 makes the ASC topics easier to understand and apply. ASU 2025-12 is effective for us in our annual reporting for fiscal year 2027, and in our interim periods beginning in fiscal year 2027. Early adoption and retrospective application are permitted on an issue-by-issue basis. We are currently evaluating the impact of ASU 2025-12 on our Consolidated Financial Statements.
NOTE 2. SEGMENT REPORTING
We operate in one business segment that focuses on the discovery, development and commercialization of new medicines for difficult-to-treat cancers. Our President and Chief Executive Officer, as the chief operating decision-maker, manages and allocates resources to our operations on a total consolidated basis. Consistent with this decision-making process, our President and Chief Executive Officer uses net income to monitor budget versus actual results for purposes of evaluating performance and to make decisions about the allocation of resources.
Our significant segment expenses that are regularly provided to our President and Chief Executive Officer and included in the measure of segment net income consist of consolidated expenses for our operational departments: drug discovery, development, and selling, general and administrative and other segment items.
The segment and consolidated net income, including significant segment expenses were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Revenues | $ | 628,690 | | | $ | 568,261 | | | $ | 1,239,502 | | | $ | 1,123,708 | |
| Less: | | | | | | | |
| Cost of goods sold | 20,657 | | | 19,470 | | | 40,610 | | | 38,642 | |
| Drug discovery | 18,252 | | | 21,357 | | | 37,728 | | | 39,610 | |
| Development | 150,522 | | | 134,159 | | | 286,237 | | | 287,376 | |
| Selling, general, and administrative | 127,413 | | | 112,931 | | | 250,283 | | | 233,706 | |
Other segment items(1) | 63,378 | | | 66,718 | | | 124,616 | | | 124,134 | |
| Interest income | (14,210) | | | (16,789) | | | (30,337) | | | (35,865) | |
| Provision for income taxes | 50,628 | | | 45,567 | | | 107,848 | | | 91,641 | |
| Segment and consolidated net income | $ | 212,050 | | | $ | 184,848 | | | $ | 422,517 | | | $ | 344,464 | |
_________________
(1) Other segment items include stock-based compensation, other research and development expenses, including the allocation of general corporate costs to research and development services and development cost reimbursements in connection with certain of our collaboration arrangements, and other income (expenses), net.
All of our long-lived assets are located in the U.S. See “Note 3. Revenues” for enterprise-wide disclosures about product sales, revenues from major customers and revenues by geographic region.
NOTE 3. REVENUES
Revenues consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Product revenues: | | | | | | | |
| Gross product revenues | $ | 812,782 | | | $ | 745,280 | | | $ | 1,608,136 | | | $ | 1,466,991 | |
| Discounts and allowances | (239,757) | | | (225,266) | | | (480,134) | | | (433,694) | |
| Net product revenues | 573,025 | | | 520,014 | | | 1,128,002 | | | 1,033,297 | |
| Collaboration revenues: | | | | | | | |
| License revenues | 59,810 | | | 49,301 | | | 116,758 | | | 91,781 | |
| Collaboration services revenues | (4,145) | | | (1,054) | | | (5,258) | | | (1,370) | |
Collaboration revenues | 55,665 | | | 48,247 | | | 111,500 | | | 90,411 | |
| Total revenues | $ | 628,690 | | | $ | 568,261 | | | $ | 1,239,502 | | | $ | 1,123,708 | |
The percentage of total revenues by customer who individually accounted for 10% or more of our total revenues were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Affiliates of McKesson Corporation | 21 | % | | 18 | % | | 20 | % | | 18 | % |
Affiliates of Cencora, Inc. | 20 | % | | 22 | % | | 21 | % | | 22 | % |
| Affiliates of CVS Health Corporation | 15 | % | | 16 | % | | 15 | % | | 15 | % |
| Accredo Health Group, Inc. | 10 | % | | 12 | % | | 10 | % | | 12 | % |
| Cardinal Health, Inc. | 10 | % | | * | | * | | * |
| Affiliates of Optum Specialty Pharmacy | * | | * | | * | | 10 | % |
| | | | | | | |
| | | | | | | |
| | | | | | | |
___________________(*) Represents less than 10% of our total revenues in the applicable period.
The percentage of trade receivables by customer who individually accounted for 10% or more of our trade receivables were as follows:
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Affiliates of McKesson Corporation | 26 | % | | 25 | % |
| Affiliates of Cencora, Inc. | 23 | % | | 23 | % |
| Ipsen Pharma SAS | 17 | % | | 19 | % |
| Affiliates of CVS Health Corporation | 13 | % | | 13 | % |
| Cardinal Health, Inc. | 11 | % | | 12 | % |
Total revenues by geographic region were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| U.S. | $ | 578,361 | | | $ | 524,768 | | | $ | 1,136,907 | | | $ | 1,041,952 | |
| Europe | 46,007 | | | 37,033 | | | 85,575 | | | 69,739 | |
| Japan | 4,322 | | | 6,460 | | | 17,020 | | | 12,017 | |
| Total revenues | $ | 628,690 | | | $ | 568,261 | | | $ | 1,239,502 | | | $ | 1,123,708 | |
Total revenues include net product revenues attributed to geographic regions based on the ship-to location and license and collaboration services revenues attributed to geographic regions based on the location of our collaboration partners’ headquarters.
Net product revenues and license revenues are recorded in accordance with ASC Topic 606, Revenue from Contracts with Customers (Topic 606). License revenues include the recognition of the portion of milestone payments allocated to the transfer of intellectual property licenses for which it had become probable in the current period that the milestone would be achieved and a significant reversal of revenues would not occur, as well as royalty revenues and our share of profits under our collaboration agreement with Genentech. Collaboration services revenues are recorded in accordance with ASC Topic 808, Collaborative Arrangements. Collaboration services revenues include the recognition of deferred revenues for the portion of upfront and milestone payments allocated to our research and development services performance obligations, development cost reimbursements earned under our collaboration agreements, product supply revenues, net of product supply costs and the royalties we paid on sales of products containing cabozantinib by our collaboration partners. License revenues and collaboration services revenues are presented in collaboration revenues in the accompanying Condensed Consolidated Statements of Income.
Net product revenues by product were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| CABOMETYX | $ | 570,648 | | | $ | 517,890 | | | $ | 1,123,421 | | | $ | 1,028,762 | |
| COMETRIQ | 2,377 | | | 2,124 | | | 4,581 | | | 4,535 | |
| Net product revenues | $ | 573,025 | | | $ | 520,014 | | | $ | 1,128,002 | | | $ | 1,033,297 | |
Product Sales Discounts and Allowances
The activities and ending reserve balances for each significant category of discounts and allowances (which constitute variable consideration) were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Chargebacks, Discounts for Prompt Payment and Other | | Other Customer Credits/Fees and Co-pay Assistance | | Rebates | | Total |
Balance at December 31, 2025 | $ | 34,223 | | | $ | 23,612 | | | $ | 36,284 | | | $ | 94,119 | |
| Provision related to sales made in: | | | | | | | |
| Current period | 316,366 | | | 37,604 | | | 126,249 | | | 480,219 | |
| Prior periods | 502 | | | (402) | | | (185) | | | (85) | |
| Payments and customer credits issued | (318,885) | | | (39,750) | | | (116,701) | | | (475,336) | |
Balance at June 30, 2026 | $ | 32,206 | | | $ | 21,064 | | | $ | 45,647 | | | $ | 98,917 | |
The allowance for chargebacks, discounts for prompt payment and other are recorded as a reduction of trade receivables, net, and the remaining reserves are recorded as rebates and fees due to customers in the accompanying Condensed Consolidated Balance Sheets.
Contract Assets and Liabilities
We receive payments from our collaboration partners based on billing schedules established in each contract. Amounts are recorded as accounts receivable when our right to consideration is unconditional. We may also recognize revenue in advance of the contractual billing schedule and such amounts are recorded as a contract asset when recognized. We may be required to defer recognition of revenue for upfront and milestone payments until we perform our obligations under these arrangements, and such amounts are recorded as deferred revenue upon receipt or when due. For those contracts that have multiple performance obligations, contract assets and liabilities are reported on a net basis at the contract level. There were no contract assets as of June 30, 2026 and December 31, 2025. Contract liabilities are primarily related to deferred revenues from Ipsen Pharma SAS (Ipsen) and Takeda Pharmaceutical Company Limited (Takeda).
Contract liabilities were as follows (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| | | |
| | | |
| | | |
| | | |
| | | |
| Contract liabilities: | | | |
Current portion(1) | $ | 1,032 | | | $ | 1,115 | |
Non-current portion(2) | 4,667 | | | 6,112 | |
| Total contract liabilities | $ | 5,699 | | | $ | 7,227 | |
____________________
(1) Presented in other current liabilities in the accompanying Condensed Consolidated Balance Sheets.
(2) Presented in other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.
During the three and six months ended June 30, 2026, we recognized $1.0 million and $2.1 million, respectively, in revenues that were included in the beginning deferred revenues balance for those periods, as compared to $1.2 million and $2.4 million, respectively, for the corresponding prior year periods.
During the three and six months ended June 30, 2026, we recognized $59.9 million and $119.8 million, respectively, in revenues for performance obligations satisfied in previous periods, as compared to $51.2 million and $93.7 million, respectively, for the corresponding prior year periods. Such revenues were primarily related to royalty payments allocated to our license performance obligations for our collaborations with Ipsen and Takeda and the recognition of revenues for the achievement of milestones, including a commercial milestone achieved during the first quarter of 2026.
As of June 30, 2026, $17.8 million of the combined transaction prices for our Ipsen and Takeda collaborations were allocated to research and development services performance obligations that had not yet been satisfied. See “Note 4. Collaboration Agreements and Business Development Activities” of the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of our Fiscal 2025 Form 10-K for additional information about the expected timing to satisfy these performance obligations.
NOTE 4. COLLABORATION AGREEMENTS AND BUSINESS DEVELOPMENT ACTIVITIES
We have established multiple collaborations with leading biopharmaceutical companies for the commercialization and further development of our cabozantinib franchise. Additionally, we have made considerable progress under our existing research collaboration and in-licensing arrangements to further enhance our early-stage pipeline and expand our ability to discover, develop and commercialize novel therapies with the goal of providing new treatment options for cancer patients. Historically, we also entered into other collaborations with leading biopharmaceutical companies pursuant to which we out-licensed other compounds and programs in our portfolio.
See “Note 4. Collaboration Agreements and Business Development Activities” of the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of our Fiscal 2025 Form 10-K for additional information on certain of our collaboration agreements and in-licensing arrangements.
Cabozantinib Commercial Collaborations
Ipsen Collaboration
In February 2016, we entered into a collaboration and license agreement with Ipsen for the commercialization and further development of cabozantinib, which was subsequently amended and restated to, among other things, modify the amount of reimbursements we receive for costs associated with pharmacovigilance activities. The parties’ efforts are governed through a joint steering committee and appropriate subcommittees established to guide and oversee the collaboration’s operation and strategic direction; provided, however, that we retain final decision-making authority with respect to cabozantinib’s ongoing development.
Revenues under the collaboration agreement with Ipsen were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| License revenues | $ | 50,539 | | | $ | 39,540 | | | $ | 94,071 | | | $ | 73,519 | |
| Collaboration services revenues | (4,532) | | | (2,507) | | | (8,496) | | | (3,780) | |
| Total collaboration revenues | $ | 46,007 | | | $ | 37,033 | | | $ | 85,575 | | | $ | 69,739 | |
Takeda Collaboration
In January 2017, we entered into a collaboration and license agreement with Takeda, which was subsequently amended, to, among other things, modify the amount of reimbursements we receive for costs associated with our required pharmacovigilance activities and milestones we are eligible to receive, as well as modify certain cost-sharing obligations related to the Japan-specific development costs associated with certain studies for the commercialization and further development of cabozantinib and also grant Exelixis the right to develop and commercialize a competing product in Japan and modify certain costs sharing and milestone payments that may become payable if Takeda opts into certain studies. The operation and strategic direction of the parties’ collaboration is governed through a joint executive committee and appropriate subcommittees.
Revenues under the collaboration agreement with Takeda were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| License revenues | $ | 2,659 | | | $ | 3,833 | | | $ | 10,312 | | | $ | 6,592 | |
| Collaboration services revenues | 387 | | | 1,453 | | | 3,238 | | | 2,410 | |
| Total collaboration revenues | $ | 3,046 | | | $ | 5,286 | | | $ | 13,550 | | | $ | 9,002 | |
| | | | | | | |
During the six months ended June 30, 2026, we recognized $7.8 million in revenues in connection with an $8.0 million commercial milestone payment from Takeda, which was earned upon their achievement of $300.0 million of cumulative net sales of cabozantinib in Japan. Of the revenues recognized from this milestone, $5.3 million was allocated to license revenues and $2.5 million was allocated to collaboration services revenues. Upon the achievement of this commercial milestone, the tiered royalty rate on annual net sales reset to 20% and will reset each calendar year, thereafter.
Royalty Pharma
In October 2002, we established a product development and commercialization collaboration agreement with GlaxoSmithKline (now GSK plc, or GSK), that required us to pay a 3% royalty to GSK on the worldwide net sales of any product containing cabozantinib sold by us and our collaboration partners. Effective January 1, 2021, Royalty Pharma plc (Royalty Pharma) acquired from GSK all rights, title and interest in royalties on net product sales containing cabozantinib for non-U.S. markets for the full term of the royalty and for the U.S. market through September 2026, after which time U.S. royalties will revert back to GSK. Royalty fees earned by Royalty Pharma in connection with our sales of cabozantinib are included in cost of goods sold and as a reduction of collaboration services revenues for sales by our collaboration partners. Such royalty fees earned by Royalty Pharma were $24.1 million and $47.0 million during the three and six months ended June 30, 2026, respectively, as compared to $21.4 million and $41.7 million, respectively, for the corresponding prior year periods.
Research Collaborations, In-Licensing Arrangements and Other Business Development Activities
We enter into collaborative arrangements with other pharmaceutical or biotechnology companies to develop and commercialize oncology assets or other intellectual property. Our research collaborations and in-licensing arrangements are intended to enhance our early-stage pipeline and expand our ability to discover, develop and commercialize novel therapies with the goal of providing new treatment options for cancer patients. Our research collaborations, in-licensing arrangements and other strategic transactions generally include upfront payments for the purchase or in-licensing of intellectual property, development, regulatory and commercial milestone payments and royalty payments, in each case contingent upon the occurrence of certain future events linked to the success of the asset in development. Certain of our research collaborations provide us exclusive options that give us the right to license programs or acquire the intellectual property developed under the research collaborations for further discovery and development. When we decide to exercise the options, we are required to pay an exercise fee and then assume the responsibilities for all subsequent development, manufacturing and commercialization.
During the three and six months ended June 30, 2026, we recognized $9.3 million and $17.1 million, respectively, as compared to $5.7 million and $10.9 million, respectively, for the corresponding prior year periods, within research and development expenses on the Condensed Consolidated Statements of Income, primarily related to development milestone payments for the cost of intellectual property that have not yet achieved technological feasibility, research and development funding and other fees.
As of June 30, 2026, in conjunction with the active collaborative in-licensing arrangements and asset purchase agreements, we are subject to potential future development milestone payments of up to $441.5 million, regulatory milestone payments of up to $278.0 million and commercial milestone payments of up to $2.5 billion, each in the aggregate per product or target, as well as royalties on future net sales of products.
NOTE 5. CASH AND MARKETABLE SECURITIES
Cash, Cash Equivalents and Marketable Securities
Cash, cash equivalents and marketable securities consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2026 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| Debt securities available-for-sale: | | | | | | | |
| Commercial paper | $ | 158,312 | | | $ | — | | | $ | — | | | $ | 158,312 | |
| Corporate bonds | 824,595 | | | 740 | | | (2,424) | | | 822,911 | |
| U.S. Treasury and government-sponsored enterprises | 166,642 | | | 54 | | | (622) | | | 166,074 | |
| Municipal bonds | 8,715 | | | 4 | | | (14) | | | 8,705 | |
| Total debt securities available-for-sale | 1,158,264 | | | 798 | | | (3,060) | | | 1,156,002 | |
| Cash | 575 | | | — | | | — | | | 575 | |
| Money market funds | 171,852 | | | — | | | — | | | 171,852 | |
| Certificates of deposit | 55,886 | | | — | | | — | | | 55,886 | |
| Total cash, cash equivalents and marketable securities | $ | 1,386,577 | | | $ | 798 | | | $ | (3,060) | | | $ | 1,384,315 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| Debt securities available-for-sale: | | | | | | | |
| Commercial paper | $ | 241,439 | | | $ | — | | | $ | — | | | $ | 241,439 | |
| Corporate bonds | 882,390 | | | 4,138 | | | (28) | | | 886,500 | |
| U.S. Treasury and government-sponsored enterprises | 154,449 | | | 700 | | | (10) | | | 155,139 | |
| Municipal bonds | 8,715 | | | 49 | | | — | | | 8,764 | |
| Total debt securities available-for-sale | 1,286,993 | | | 4,887 | | | (38) | | | 1,291,842 | |
| Cash | 112 | | | — | | | — | | | 112 | |
| Money market funds | 304,352 | | | — | | | — | | | 304,352 | |
| Certificates of deposit | 66,388 | | | — | | | — | | | 66,388 | |
| Total cash, cash equivalents and marketable securities | $ | 1,657,845 | | | $ | 4,887 | | | $ | (38) | | | $ | 1,662,694 | |
Interest receivable was $12.4 million as of both June 30, 2026 and December 31, 2025, respectively, and is included in prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets.
Realized gains and losses on the sales of marketable securities were immaterial during the three and six months ended June 30, 2026 and 2025.
We manage credit risk associated with our marketable securities portfolio through our investment policy, which limits purchases to high-quality issuers and the amount of our portfolio that can be invested in a single issuer. The fair value and gross unrealized losses on debt securities available-for-sale in an unrealized loss position were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2026 |
| In an Unrealized Loss Position Less than 12 Months | | In an Unrealized Loss Position 12 Months or Greater | | Total |
| Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| Corporate bonds | $ | 469,752 | | | $ | (2,422) | | | $ | 2,988 | | | $ | (2) | | | $ | 472,740 | | | $ | (2,424) | |
| U.S. Treasury and government-sponsored enterprises | 113,845 | | | (582) | | | 4,958 | | | (40) | | | 118,803 | | | (622) | |
| Municipal Bonds | 5,711 | | | (14) | | | — | | | — | | | 5,711 | | | (14) | |
Total | $ | 589,308 | | | $ | (3,018) | | | $ | 7,946 | | | $ | (42) | | | $ | 597,254 | | | $ | (3,060) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| In an Unrealized Loss Position Less than 12 Months | | In an Unrealized Loss Position 12 Months or Greater | | Total |
| Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| Corporate bonds | $ | 46,851 | | | $ | (25) | | | $ | 5,104 | | | $ | (3) | | | $ | 51,955 | | | $ | (28) | |
| U.S. Treasury and government-sponsored enterprises | 11,350 | | | (5) | | | 4,991 | | | (5) | | | 16,341 | | | (10) | |
| Total | $ | 58,201 | | | $ | (30) | | | $ | 10,095 | | | $ | (8) | | | $ | 68,296 | | | $ | (38) | |
There were 262 and 35 debt securities available-for-sale in an unrealized loss position as of June 30, 2026 and December 31, 2025, respectively. During the three and six months ended June 30, 2026, we did not record an allowance for credit losses or other impairment charges on our marketable securities. Based upon our quarterly impairment review, we determined that the unrealized losses were not attributed to credit risk but were primarily associated with changes in interest rates and market liquidity. Based on the scheduled maturities of our marketable securities, we determined that it was more likely than not that we will hold these marketable securities for a period of time sufficient for a recovery of our cost basis.
The fair values of debt securities available-for-sale by contractual maturity were as follows (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Maturing in one year or less | $ | 611,072 | | | $ | 691,409 | |
| Maturing after one year through five years | 544,930 | | | 600,433 | |
| Total debt securities available-for-sale | $ | 1,156,002 | | | $ | 1,291,842 | |
NOTE 6. FAIR VALUE MEASUREMENTS
Fair value reflects the amounts that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy has the following three levels:
•Level 1 - quoted prices (unadjusted) in active markets for identical assets and liabilities;
•Level 2 - inputs other than Level 1 that are observable either directly or indirectly, such as quoted prices in active markets for similar instruments or on industry models using data inputs, such as interest rates and prices that can be directly observed or corroborated in active markets; and
•Level 3 - unobservable inputs that are supported by little or no market activity that are significant to the fair value measurement.
The classifications within the fair value hierarchy of our financial assets that were measured and recorded at fair value on a recurring basis were as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| June 30, 2026 |
| Level 1 | | Level 2 | | Total |
| Commercial paper | $ | — | | | $ | 158,312 | | | $ | 158,312 | |
| Corporate bonds | — | | | 822,911 | | | 822,911 | |
| U.S. Treasury and government-sponsored enterprises | — | | | 166,074 | | | 166,074 | |
| Municipal bonds | — | | | 8,705 | | | 8,705 | |
| Total debt securities available-for-sale | — | | | 1,156,002 | | | 1,156,002 | |
| Money market funds | 171,852 | | | — | | | 171,852 | |
| Certificates of deposit | — | | | 55,886 | | | 55,886 | |
| Total financial assets carried at fair value | $ | 171,852 | | | $ | 1,211,888 | | | $ | 1,383,740 | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Level 1 | | Level 2 | | Total |
| Commercial paper | $ | — | | | $ | 241,439 | | | $ | 241,439 | |
| Corporate bonds | — | | | 886,500 | | | 886,500 | |
| U.S. Treasury and government-sponsored enterprises | — | | | 155,139 | | | 155,139 | |
| Municipal bonds | — | | | 8,764 | | | 8,764 | |
| Total debt securities available-for-sale | — | | | 1,291,842 | | | 1,291,842 | |
| Money market funds | 304,352 | | | — | | | 304,352 | |
| Certificates of deposit | — | | | 66,388 | | | 66,388 | |
| Total financial assets carried at fair value | $ | 304,352 | | | $ | 1,358,230 | | | $ | 1,662,582 | |
| | | | | |
When available, we value marketable securities based on quoted prices for those financial instruments, which is a Level 1 input. Our remaining marketable securities are valued using third-party pricing sources, which use observable market prices, interest rates and yield curves observable at commonly quoted intervals for similar assets as observable inputs for pricing, which is a Level 2 input.
The carrying amount of our remaining financial assets and liabilities, which include cash, receivables and payables, approximate their fair values due to their short-term nature.
Forward Foreign Currency Contracts
We may enter into forward foreign currency exchange contracts that are not designated as hedges for accounting purposes to hedge certain operational exposures for the changes in foreign currency exchange rates associated with assets or liabilities denominated in foreign currencies, primarily the Euro.
As of June 30, 2026, we had one forward contract outstanding to sell €3.5 million. The forward contract with a maturity of three months is recorded at fair value and is included in other current liabilities in the accompanying Condensed Consolidated Balance Sheets. The unrealized loss on the forward contract was immaterial as of June 30, 2026. The forward contract is considered a Level 2 in the fair value hierarchy of our fair value measurements. The net realized gains (losses) we recognized on the maturity of forward contracts were immaterial for each of the three and six months ended June 30, 2026 and 2025, and are included in other income (expenses), net in the accompanying Condensed Consolidated Statements of Income.
NOTE 7. INVENTORY
Inventory consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Raw materials | $ | 916 | | | $ | 894 | |
| Work in process | 48,801 | | | 53,531 | |
| Finished goods | 14,373 | | | 5,942 | |
| Total | $ | 64,090 | | | $ | 60,367 | |
| | | |
| Balance Sheet classification: | | | |
| Current portion included in inventory | $ | 28,729 | | | $ | 21,686 | |
| Non-current portion included in other non-current assets | 35,361 | | | 38,681 | |
Total | $ | 64,090 | | | $ | 60,367 | |
NOTE 8. STOCKHOLDERS’ EQUITY
Stock-based Compensation
We have an equity incentive plan under which we grant stock options and restricted stock units (RSUs), including market condition-based RSUs and performance-based RSUs (PSUs) to employees and directors. On May 26, 2026, at the 2026 Annual Meeting of Stockholders, our stockholders approved the amendment and restatement of the Exelixis, Inc. 2017 Equity Incentive Plan (as amended and restated, the 2017 Plan). The amendment and restatement increased the share reserve, under the 2017 Plan, by 2,000,000 shares. As of June 30, 2026, 16.0 million shares were available for grant under the 2017 Plan. The share reserve is reduced by 1 share for each share issued pursuant to any award granted on or after May 26, 2026, including stock options, RSUs and PSUs. In addition, for each share that becomes available again for issuance under the terms of the 2017 Plan on or after May 26, 2026, the share reserve will be increased by the same number of shares by which the share reserve was reduced at the time the applicable award was granted.
We allocated stock-based compensation for the 2017 Plan and the 2000 Employee Stock Purchase Plan (as amended and restated, the Amended ESPP) as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Research and development | $ | 12,344 | | | $ | 14,143 | | | $ | 24,662 | | | $ | 23,665 | |
| Selling, general and administrative | 20,219 | | | 21,928 | | | 36,951 | | | 38,336 | |
| Total stock-based compensation | $ | 32,563 | | | $ | 36,071 | | | $ | 61,613 | | | $ | 62,001 | |
Stock-based compensation for each type of award under the 2017 Plan and the Amended ESPP were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Stock options | $ | 214 | | | $ | 671 | | | $ | 467 | | | $ | 1,731 | |
| Restricted stock units | 31,644 | | | 34,626 | | | 58,703 | | | 57,728 | |
| Performance-based restricted stock units | — | | | — | | | — | | | 241 | |
Employee stock purchase plan | 705 | | | 774 | | | 2,443 | | | 2,301 | |
| Total stock-based compensation | $ | 32,563 | | | $ | 36,071 | | | $ | 61,613 | | | $ | 62,001 | |
As of June 30, 2026, there were 1.3 million stock options outstanding and $0.8 million of related unrecognized stock-based compensation.
In February 2026, we awarded to certain employees an aggregate of 0.7 million RSUs (the target number) that are subject to a total shareholder return (TSR) market condition and a time-based service condition (the 2026 TSR-based RSUs). The TSR market condition is based on our relative TSR percentile rank compared to companies in the Nasdaq Biotechnology Index during the performance period, which is January 3, 2026 through December 29, 2028. Depending on the results relative to the TSR market condition, the holders of the 2026 TSR-based RSUs may earn up to 200% of the target number of shares. Following achievement of the market condition at the end of the performance period and upon employee’s continuous service through the vesting dates, 50% of the shares earned pursuant to the 2026 TSR-based RSUs will vest shortly after the end of the performance period, and the remainder will vest approximately one year later. The 2026 TSR-based RSUs will be forfeited if the market condition at or above a threshold level is not achieved, and/or the time-based service condition is not fulfilled, by the end of the performance period and through the vesting dates.
We used a Monte Carlo simulation model and the following assumptions to determine the grant date fair value of $55.31 per share for the 2026 TSR-based RSUs:
| | | | | | | |
| 2026 TSR-based RSUs | | |
Fair value of Exelixis common stock on grant date | $ | 44.28 | | | |
Expected volatility | 35.5 | % | | |
Risk-free interest rate | 3.4 | % | | |
Dividend yield | — | % | | |
The Monte Carlo simulation model for our 2026 TSR-based RSUs assumed correlations of returns of the stock prices of Exelixis common stock and the common stock of a peer group of companies and historical stock price volatility of the peer group of companies. The valuation model also used terms based on the remaining length of the performance period and compound annual growth rate goals for TSR based on the provisions of the awards. Stock-based compensation related to RSUs with a market condition is recognized regardless of the outcome of the market condition.
During the six months ended June 30, 2026, we granted 1.9 million service-based RSUs with a weighted- average grant date fair value of $44.69 per share. As of June 30, 2026, there were 16.4 million RSUs outstanding, including RSUs that are subject to market conditions, and $342.9 million of related unrecognized stock-based compensation. Service-based RSUs granted to employees during the six months ended June 30, 2026, have vesting conditions and contractual lives of a similar nature to those described in “Note 9. Stockholders’ Equity” of the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of our Fiscal 2025 Form 10-K.
Common Stock Repurchases
In October 2025, our Board of Directors authorized a stock repurchase program (SRP) to acquire up to $750.0 million of our outstanding common stock before December 31, 2026 (the October 2025 SRP). In May 2026, our Board of Directors authorized the repurchase of up to an additional $750.0 million of our outstanding common stock before December 31, 2027 (the May 2026 SRP). Under these SRPs, as of June 30, 2026, we have repurchased 20.2 million shares of common stock for an aggregate purchase price of $902.2 million and have completed the October 2025 SRP. As of June 30, 2026, approximately $597.8 million remained available under the May 2026 SRP for future stock repurchases before December 31, 2027. Stock repurchases under these SRPs may be made from time to time through a variety of methods, which may include open market purchases, in block trades, Rule 10b5-1 trading plans, accelerated share repurchase transactions, exchange transactions, or any combination of such methods. The timing and amount of any stock repurchases under the SRPs will be based on a variety of factors, including ongoing assessments of the capital needs of the business, alternative investment opportunities, the market price of our common stock and general market conditions. The SRPs do not obligate us to acquire any amount of our common stock, and the SRPs may be modified, suspended or discontinued at any time without prior notice.
NOTE 9. PROVISION FOR INCOME TAXES
The effective tax rates for the three and six months ended June 30, 2026 were 19.3% and 20.3%, respectively, as compared to 19.8% and 21.0% for the corresponding periods in 2025. The effective tax rates for the three and six months ended June 30, 2026, differed from the U.S. federal statutory tax rate of 21%, primarily due to excess tax benefits related to certain stock grants and the Foreign-Derived Intangible Income deduction, partially offset by state taxes. The effective tax rate for the three months ended June 30, 2025, differed from the U.S. federal statutory tax rate of 21%, primarily due to
excess tax benefits related to certain stock grants and the generation of federal tax credits, partially offset by state taxes. The effective tax rate for the six months ended June 30, 2025, differed from the U.S. federal statutory rate of 21%, primarily due to state taxes, offset by excess tax benefits related to certain stock grants and the generation of federal tax credits.
NOTE 10. NET INCOME PER SHARE
Net income per share — basic and diluted, were computed as follows (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Numerator: | | | | | | | |
| Net income | $ | 212,050 | | | $ | 184,848 | | | $ | 422,517 | | | $ | 344,464 | |
| Denominator: | | | | | | | |
| Weighted-average common shares outstanding — basic | 250,808 | | | 272,583 | | | 254,568 | | | 275,693 | |
| Dilutive securities | 8,867 | | | 11,810 | | | 8,931 | | | 10,592 | |
| Weighted-average common shares outstanding — diluted | 259,675 | | | 284,393 | | | 263,499 | | | 286,285 | |
| | | | | | | |
| Net income per share — basic | $ | 0.85 | | | $ | 0.68 | | | $ | 1.66 | | | $ | 1.25 | |
| Net income per share — diluted | $ | 0.82 | | | $ | 0.65 | | | $ | 1.60 | | | $ | 1.20 | |
The basic net income per share is computed using the weighted-average number of common shares outstanding during the periods. The diluted net income per share is computed using the weighted-average number of common shares outstanding and dilutive potential common shares outstanding during the periods. Dilutive common shares outstanding include the dilutive effect of in-the-money options, unvested RSUs (including market condition-based RSUs), unvested PSUs when the performance condition is met and ESPP contributions. The dilutive effect of such equity awards is calculated based on the average share price for each fiscal period using the treasury stock method.
Certain potential common shares were excluded from our calculation of weighted-average common shares outstanding — diluted because either they would have had an anti-dilutive effect on net income per share or they were related to shares from PSUs or from market condition-based RSUs that were contingently issuable, and the contingency had not been satisfied at the end of the reporting period.
The weighted-average potential common shares excluded from our calculation were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Anti-dilutive securities and contingently issuable shares excluded | 2,820 | | | 1,890 | | | 2,881 | | | 1,718 | |
NOTE 11. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
MSN ANDA Litigation
Consolidated lawsuits in the United States District Court for the District of Delaware (the Delaware District Court), numbered Civil Action Nos. 19-02017 and 20-00633 (collectively referred to as MSN I), related to an Abbreviated New Drug Application (ANDA) submitted to the FDA and an amendment thereto by MSN Pharmaceuticals, Inc. (individually and collectively with certain of its affiliates, including MSN Laboratories Private Limited, referred to as MSN), requesting approval to market a generic version of CABOMETYX tablets. The litigation included U.S. Patents No. 7,579,473, composition of matter (the ’473 Patent), 8,497,284, methods of treatment (the ’284 Patent), 8,877,776, salt and polymorphic forms (the ’776 Patent), 9,724,342, formulations (the ’342 Patent), 10,034,873, methods of treatment (the ’873 Patent), and 10,039,757, methods of treatment (the ’757 Patent), which are listed in the Approved Drug Products with Therapeutic Equivalence Evaluations, also referred to as the Orange Book, for CABOMETYX. On January 19, 2023, the
Delaware District Court issued a ruling rejecting MSN’s invalidity challenge to the ’473 Patent. The Delaware District Court also ruled that MSN’s proposed ANDA product does not infringe the ’776 Patent. In accordance with these rulings, the Delaware District Court entered judgment that the effective date of any final FDA approval of MSN’s ANDA shall not be a date earlier than August 14, 2026, the expiration date of the ’473 Patent. Final judgment was entered on January 30, 2023. This ruling in MSN I did not impact our separate MSN II lawsuit (as defined below).
On January 11, 2022, we received notice from MSN that it had further amended its ANDA to assert additional Paragraph IV certifications. In particular, the January 11, 2022 amended ANDA requested approval to market a generic version of CABOMETYX tablets prior to expiration of three previously-unasserted CABOMETYX patents that are now listed in the Orange Book: U.S. Patents No. 11,091,439, crystalline salt forms (the ’439 Patent), 11,091,440, pharmaceutical composition (the ’440 Patent), and 11,098,015, methods of treatment (the ’015 Patent). On February 23, 2022, we filed a complaint in the Delaware District Court for patent infringement against MSN asserting infringement of the ’439, ’440, and ’015 Patents arising from MSN’s further amendment of its ANDA filing with the FDA. On February 25, 2022, MSN filed its response to the complaint, alleging that the asserted claims of the ’439, ’440, and ’015 Patents are invalid and not infringed. On June 7, 2022, we received notice from MSN that it had further amended its ANDA to assert an additional Paragraph IV certification. As currently amended, MSN’s ANDA now requests approval to market a generic version of CABOMETYX tablets prior to expiration of a previously-unasserted CABOMETYX patent that is now listed in the Orange Book: U.S. Patent No. 11,298,349, pharmaceutical composition (the ’349 Patent). On July 18, 2022, we filed a complaint in the Delaware District Court for patent infringement against MSN asserting infringement of the ’349 Patent arising from MSN’s further amendment of its ANDA filing with the FDA. On August 9, 2022, MSN filed its response to the complaint, alleging that the asserted claims of the ’349 Patent are invalid and not infringed and amended its challenges to the ’439, ’440, and ’015 Patents to allege that these patents are not enforceable based on equitable grounds. The two lawsuits comprising this litigation (collectively referred to as MSN II), numbered Civil Action Nos. 22-00228 and 22-00945, were consolidated in October 2022 and involve Exelixis patents that are different from those asserted in the MSN I litigation described above.
On June 21, 2022, pursuant to a stipulation between us and MSN, the Delaware District Court entered an order that (i) MSN’s submission of its ANDA constitutes infringement of certain claims relating to the ’439, ’440, and ’015 Patents, if those claims are not found to be invalid, and (ii) upon approval, MSN’s commercial manufacture, use, sale or offer for sale within the U.S., and importation into the U.S., of MSN’s proposed ANDA product prior to the expiration of these patents would also infringe certain claims of each patent, if those claims are not found to be invalid. In our MSN II complaints, we sought, among other relief, an order that the effective date of any FDA approval of MSN’s ANDA would be a date no earlier than the expiration of the ’439, ’440, ’015, and ’349 Patents, the latest of which expires on February 10, 2032, and equitable relief enjoining MSN from infringing these patents. On September 28, 2023, the Delaware District Court granted the parties’ stipulation of dismissal of MSN’s equitable defenses and counterclaims. A bench trial occurred in October 2023, and on October 15, 2024, the Delaware District Court issued a ruling rejecting MSN’s invalidity challenge to each of the ’439, ’440, and ’015 Patents. The Delaware District Court also ruled that the ’349 Patent is not invalid and that MSN’s proposed ANDA product does not infringe this patent. In accordance with these rulings, the Delaware District Court entered final judgment on October 23, 2024, that, should the FDA ultimately approve MSN’s ANDA, the effective date of any such approval of MSN’s ANDA shall not be a date earlier than January 15, 2030, the expiration date of each of the ’439, ’440, and ’015 Patents, subject to our potential additional regulatory exclusivity.
On November 22, 2024, MSN noticed an appeal to the Court of Appeals for the Federal Circuit (CAFC) and we noticed a cross-appeal on November 26, 2024. On April 1, 2025, MSN filed its Opening Brief arguing that the asserted claims of the ’439, ’440, ’015, and ’349 Patents are invalid. On June 10, 2025, the CAFC granted our request to dismiss our cross-appeal. On June 11, 2025, we filed our Response Brief. On August 1, 2025, MSN filed its Reply Brief. Oral argument in this matter was held on June 4, 2026.
In February 2025, we received another notice letter from MSN regarding its ANDA, requesting FDA approval to market a generic version of CABOMETYX tablets. MSN’s notice letter included a Paragraph IV certification with respect to Orange Book-listed patent U.S. Patent No. 12,128,039, low impurity (the ’039 Patent), which expires in 2032. On March 19, 2025, we filed a complaint in the Delaware District Court for patent infringement against MSN asserting infringement of this patent arising from MSN’s further amendment of its ANDA filing with the FDA. On April 10, 2025, MSN filed its response to the complaint, alleging that the asserted claims of the ’039 Patent are invalid, unenforceable, and not infringed. On May 1, 2025, we filed our answer to MSN’s counterclaim. On August 18, 2025, pursuant to a stipulation between us and MSN, the Delaware District Court entered an order that (i) MSN’s submission of its ANDA constitutes infringement of certain claims relating to the ’039 Patent, if those claims are not found to be invalid or unenforceable, and (ii) upon approval, MSN’s commercial manufacture, use, sale or offer for sale within the U.S., and importation into the U.S., of MSN’s proposed ANDA product prior to the expiration of the ’039 Patent would also infringe certain claims of the patent, if those claims are not
found to be invalid or unenforceable. This litigation has been consolidated with the Azurity Pharmaceuticals, Inc. (Azurity) litigation for the trial scheduled for November 2, 2026 (Consolidated Litigation). For additional information on the Consolidated Litigation, see “– Legal Proceedings – Consolidated Litigation.”
Azurity 505(b)(2) NDA Litigation
In March 2025, we received a notice letter regarding a 505(b)(2) New Drug Application (NDA) submitted to the FDA by Azurity, requesting approval to market cabozantinib tablets. Azurity’s notice letter included a Paragraph IV certification with respect to the ’776 Patent, the ’342 Patent, the ’873 Patent, the ’757 Patent, the ’439 Patent, the ’440 Patent, the ’015 Patent, the ’349 Patent, and the ’039 Patent which are listed in the Orange Book, for CABOMETYX. On April 18, 2025, we filed a complaint in the Delaware District Court for patent infringement against Azurity asserting infringement of the ’776, ’439, ’440, ’015, ’349, and ’039 Patents. On April 24, 2025, we filed our First Amended Complaint alleging infringement of the same patents. On June 11, 2025, Azurity filed its response to the complaint, alleging that the asserted claims of the patents at issue are not infringed and/or invalid. On July 2, 2025, we filed our answer to Azurity’s counterclaims. On July 28, 2025, Azurity filed motions for judgment on the pleadings regarding the non-infringement of the ’776, ’439, ’440, ’015, ’349, and ’039 Patents. On August 25, 2025, we filed our answering briefs to Azurity’s motions for judgment on the pleadings. On September 15, 2025, Azurity filed its reply briefs. This Azurity litigation was consolidated in the Consolidated Litigation.
Consolidated Litigation
On August 8, 2025, the Delaware District Court ordered that the then-pending abovementioned MSN and Azurity district court litigations be consolidated with the trial scheduled for November 2, 2026.
Handa 505(b)(2) NDA Litigation
In November 2025, we received a notice letter regarding a 505(b)(2) NDA submitted to the FDA by Handa Oncology, LLC (Handa), requesting approval to market cabozantinib capsules (in the form of cabozantinib lauryl sulfate). Handa’s notice letter included a Paragraph IV certification with respect to the ’776 Patent, the ’342 Patent, the ’873 Patent, the ’757 Patent, the ’439 Patent, the ’440 Patent, the ’015 Patent, the ’349 Patent, and the ’039 Patent which are listed in the Orange Book, for CABOMETYX. Handa’s notice letter also included a Paragraph III certification with respect to the ’473 Patent. In April 2026, we filed a citizen petition with the FDA pursuant to section 505(q) of the Food, Drug, and Cosmetic Act notifying the FDA that Handa’s application raises new questions of safety and effectiveness requiring clinical data to support approval. On April 13, 2026, the FDA issued a letter acknowledging the petition. On July 6, 2026, we filed a complaint in the Delaware District Court for patent infringement against Handa asserting infringement of U.S. Patent Nos. 9,174,947, method of use and process for preparing compounds, 9,365,516, process for preparing compounds, 9,969,692, process for preparing compounds, 10,123,999, process for preparing compounds, and 10,736,886, method of use and process for preparing compounds arising from Handa’s 505(b)(2) NDA filing with the FDA. On July 29, 2026, the FDA granted tentative approval to Handa’s 505(b)(2) NDA.
Accord ANDA Litigation
In May 2026, we received a notice letter regarding an ANDA submitted to the FDA by Intas Pharmaceuticals Ltd. and Accord Healthcare, Inc. (collectively, Accord), requesting approval to market cabozantinib tablets. Accord’s notice letter included a Paragraph IV certification with respect to the ’776 Patent, the ’342 Patent, the ’873 Patent, the ’757 Patent, the ’439 Patent, the ’440 Patent, the ’015 Patent, the ’349 Patent, and the ’039 Patent which are listed in the Orange Book, for CABOMETYX. On July 6, 2026, we filed a complaint in the Delaware District Court for patent infringement against Accord asserting infringement of the ’776, ’439, ’440, ’015, and ’039 Patents arising from Accord’s ANDA filing with the FDA.
Other
In May 2026, we received a notice letter regarding a 505(b)(2) NDA submitted to the FDA by Almatica Pharma, LLC (Almatica), requesting approval to market cabozantinib tablets (in the form of cabozantinib fumarate). Almatica’s notice letter included a Paragraph IV certification with respect to the ’776 Patent, the ’342 Patent, the ’873 Patent, the ’757 Patent, the ’439 Patent, the ’440 Patent, the ’015 Patent, the ’349 Patent, and the ’039 Patent which are listed in the Orange Book, for CABOMETYX. The company continues to evaluate all legal and strategic options with respect to Almatica’s product.
The sale of any cabozantinib products, including tablets and/or capsules, besides CABOMETYX significantly earlier than CABOMETYX’s patent expiration could decrease our revenues derived from the U.S. sales of CABOMETYX and thereby
materially harm our business, financial condition and results of operations. It is not possible at this time to determine the likelihood of an unfavorable outcome or estimate of the amount or range of any potential loss.
We may also from time-to-time become a party or subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. Some of these proceedings have involved, and may involve in the future, claims that are subject to substantial uncertainties and unascertainable damages.