LIMITED POWER OF ATTORNEY
FOR SECTION 16(A) REPORTING
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Laurie Stelzer, Harry J. Leonhardt, James R. Oehler and
Doug Rein, and each of them, as the undersigned's true and lawful
attorney-in-fact (the "Attorney-in Fact"), with full power of substitution and
resubstitution, each with the power to act alone for the undersigned and in the
undersigned's name, place and stead, in any and all capacities to:
1. prepare, execute, deliver and file with the United States Securities
and Exchange Commission, any national securities exchange and Halozyme
Therapeutics, Inc. (the "Company") any and all reports (including any amendment
thereto) of the undersigned required or considered advisable under Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder, with respect to the equity securities of the
Company, including Form 3 (Initial Statement of Beneficial Ownership of
Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5
(Annual Statement of Changes in Beneficial Ownership); and
2. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's equity
securities from any third party, including the Company, brokers, dealers,
employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such third party to release any such information to the
Attorney-in-Fact.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act at his or her discretion on information provided to such
Attorney-in-Fact without independent verification of such information;
2. any documents prepared and/or executed by the Attorney-in-Fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in
such form and will contain such information as the Attorney-in-Fact, in his or
her discretion, deems necessary or desirable;
3. neither the Company nor the Attorney-in-Fact assumes any liability for
the undersigned's responsibility to comply with the requirements of Section 16
of the Exchange Act, any liability of the undersigned for any failure to comply
with such requirements, or any liability of the undersigned for disgorgement of
profits under Section 16(b) of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under Section
16 of the Exchange Act, including, without, limitation, the reporting
requirements under Section 16(a) of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
convenient to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Limited
Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 or 5 with respect to
the undersigned's holdings of and transactions in equity securities of the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Attorney-in-Fact.
This Limited Power of Attorney shall be governed and construed in
accordance the laws of the State of California without regard to the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of August 5, 2015.
Signature: /s/ Jeffrey W. Henderson
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Print Name: Jeffrey W. Henderson