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AGRITOPE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 8, 2000
The undersigned hereby appoints ADOLPH J. FERRO, PH.D. and GILBERT N.
MILLER and each of them, as attorneys and proxies of the undersigned, with
full power of substitution, to vote all of the shares of stock of Agritope,
Inc., a Delaware corporation, which the undersigned may be entitled to vote
at the Special Meeting of Stockholders of Agritope, Inc. to be held at the
Embassy Suites Hotel, 9000 SW Washington Square Road, Tigard, Oregon 97223 on
Friday, December 8, 2000 at 9:00 a.m., local time, and at any and all
postponements, continuations and adjournments thereof, with all powers that
the undersigned would possess if personally present, upon and in respect of
the following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly
come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1 AS MORE SPECIFICALLY DESCRIBED IN THE PROSPECTUS/PROXY STATEMENT. IF
SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE
THEREWITH.
(Continued, and to be dated and signed on other side)
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- FOLD AND DETACH HERE -
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Please mark
your votes
like this /X/
THE AGRITOPE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
PROPOSAL 1: To adopt and approve the Agreement and Plan of Merger and
Reorganization, dated as of September 7, 2000, among Exelixis,
Inc., a Delaware corporation, Athens Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Exelixis, and
Agritope, Inc.
/ / FOR / / AGAINST / / ABSTAIN
It is not expected that any matters other than those described in the
prospectus/proxy statement will be presented at the special meeting. If any
other matters are presented, the proxies are authorized to vote upon such other
matters in accordance with their discretion.
PLEASE VOTE, DATE AND PROMPTLY RETURN
THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES.
Signature(s) ____________________________________________ Dated __________, 2000
Please date this proxy and sign your name exactly as it appears hereon. If
the stock is registered in the names of two or more persons, each should
sign. Executors, administrators, trustees, guardians and attorneys-in-fact
should add their titles. If signer is a corporation, please give full
corporate name and have a duly authorized officer sign, stating title. If
signer is a partnership, please sign in partnership name by authorized person.
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If you plan to attend the Special Meeting, please bring this admission ticket
with you.
ADMISSION TICKET
[LOGO]
SPECIAL MEETING OF STOCKHOLDERS
Friday, December 8, 2000
9:00 a.m.
Embassy Suites Hotel
9000 SW Washington Square Road
Tigard, Oregon 97223
