and CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTUREIndenture • January 26th, 2001 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
ANDFirst Supplemental Indenture • August 6th, 1999 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
BY AND AMONGMerger Agreement • March 10th, 1999 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware
RECITALSStockholder Agreement • December 10th, 2002 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware
FIVE-YEAR REVOLVING CREDIT FACILITY CREDIT AGREEMENT Dated as of January 12, 2012 among GILEAD SCIENCES, INC., as Borrower, GILEAD BIOPHARMACEUTICS IRELAND CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and...Credit Agreement • January 17th, 2012 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
This FIVE-YEAR REVOLVING CREDIT FACILITY CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of January 12, 2012 among GILEAD SCIENCES, INC., a Delaware corporation (the “Parent”), GILEAD BIOPHARMACEUTICS IRELAND CORPORATION, an Irish company (“Gilead Ireland”; Gilead Ireland together with the Parent are together referred to as the “Borrowers”, and each individually, as a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RECITALSMerger Agreement • December 10th, 2002 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware
GILEAD SCIENCES, INC. $500,000,000 2.050% SENIOR NOTES DUE 2019 $1,750,000,000 3.700% SENIOR NOTES DUE 2024 $1,750,000,000 4.800% SENIOR NOTES DUE 2044 Underwriting AgreementUnderwriting Agreement • March 7th, 2014 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
The Securities will be issued pursuant to an Indenture dated as of March 30, 2011 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of March 7, 2014 (together with the Base Indenture, the “Indenture”).
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of December 18, 2000Registration Rights Agreement • January 26th, 2001 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
WITNESSETH:Lease Agreement • March 22nd, 1999 • Gilead Sciences Inc • Biological products, (no disgnostic substances)
Michael L. Riordan, M.D. October 1, 1996 Page 2 participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant, licensor, licensee...Employment Agreement • March 21st, 1997 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • California
AGREEMENT AND PLAN OF MERGER among: KITE PHARMA, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and DODGERS MERGER SUB, INC., a Delaware corporation Dated as of August 27, 2017Merger Agreement • August 28th, 2017 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 27, 2017, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Kite Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CREDIT AGREEMENT Dated as of December 21, 2005 among GILEAD SCIENCES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Hereto and ABN AMRO BANK N.V., CITIBANK, N.A.,...Credit Agreement • December 27th, 2005 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
This CREDIT AGREEMENT is entered into as of December 21, 2005, among GILEAD SCIENCES, INC. (the “Parent” or the “Borrower”), a Delaware corporation, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDMENT NO. 1 TO COLLABORATIVE RESEARCH AGREEMENT BETWEEN GILEAD SCIENCES, INC. AND GLAXO WELLCOME INC. DATED DECEMBER 22, 1997Collaborative Research Agreement • March 31st, 1998 • Gilead Sciences Inc • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 25, 2006, BY AND AMONG GILEAD SCIENCES, INC. AND MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, MORGAN STANLEY & CO. INCORPORATED AND BANC OF AMERICA SECURITIES LLC, AS REPRESENTATIVES OF THE...Registration Rights Agreement • April 25th, 2006 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 25th day of April, 2006, among Gilead Sciences, Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Morgan Stanley & Co. Incorporated and Banc of America Securities LLC, acting on behalf of the several parties named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
GILEAD SCIENCES, INC. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C.Rights Agreement • October 22nd, 1999 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. AMENDED...Copromotion Agreement • October 31st, 1997 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New Jersey
Gilead Sciences, Inc. Registration Rights AgreementRegistration Rights Agreement • March 14th, 2003 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
Gilead Sciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 2.00% Convertible Senior Notes due December 15, 2007 (the “Securities”). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
RECITALSInvestor Rights Agreement • December 10th, 2002 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware
GILEAD SCIENCES, INC.Global Restricted Stock Unit Issuance Agreement • May 4th, 2022 • Gilead Sciences, Inc. • Biological products, (no disgnostic substances) • Delaware
GILEAD SCIENCES, INC.Performance Share Award Agreement • May 4th, 2022 • Gilead Sciences, Inc. • Biological products, (no disgnostic substances) • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 18, 2007 among GILEAD SCIENCES, INC., as Borrower, GILEAD BIOPHARMACEUTICS IRELAND CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • December 19th, 2007 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 18, 2007, among GILEAD SCIENCES, INC., a Delaware corporation (the “Parent”), and GILEAD BIOPHARMACEUTICS IRELAND CORPORATION, an Irish company (“Gilead Ireland”; Gilead Ireland together with the Parent are together referred to as the “Borrowers”, and each individually, as a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
GILEAD SCIENCES, INC. PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • May 4th, 2022 • Gilead Sciences, Inc. • Biological products, (no disgnostic substances) • Delaware
GILEAD SCIENCES, INC.Global Stock Option Agreement • May 4th, 2022 • Gilead Sciences, Inc. • Biological products, (no disgnostic substances) • Delaware
GILEAD SCIENCES, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 9th, 2011 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • California
STOCKHOLDER AGREEMENTStockholder Agreement • March 18th, 2009 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware
THIS STOCKHOLDER AGREEMENT (“Agreement”) is entered into as of March 12, 2009, by and between GILEAD SCIENCES, INC., a Delaware corporation (“Parent”), and LOUIS G. LANGE (“Stockholder”).
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandBase Call Option Transaction • August 9th, 2010 • Gilead Sciences Inc • Biological products, (no disgnostic substances)
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Gilead Sciences, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
JPMorgan Chase Bank, National AssociationCall Option Transaction • November 8th, 2010 • Gilead Sciences Inc • Biological products, (no disgnostic substances)
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Gilead Sciences, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
GILEAD SCIENCES, INC. GLOBAL RESTRICTED STOCK UNIT AGREEMENTGlobal Restricted Stock Unit Agreement • May 8th, 2024 • Gilead Sciences, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER among: CYMABAY THERAPEUTICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and PACIFIC MERGER SUB, INC., a Delaware corporation Dated as of February 11, 2024Merger Agreement • February 12th, 2024 • Gilead Sciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 11, 2024 by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
GILEAD SCIENCES, INC. PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • May 9th, 2011 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • California
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 6th, 2012 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • California
This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) is made as of July 18, 2012 (the “Effective Date”) by and between Electronics For Imaging, Inc., a Delaware corporation (“Seller”), and Gilead Sciences, Inc., a Delaware corporation (“Buyer”), in the following factual context:
PARENT GUARANTY AGREEMENT (SHORT-TERM REVOLVING CREDIT FACILITY)Parent Guaranty Agreement • January 17th, 2012 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • New York
This PARENT GUARANTY AGREEMENT, dated as of January 12, 2012 (this “Agreement”), is made by GILEAD SCIENCES, INC., a Delaware corporation (the “Parent” or “Guarantor”), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for each of the Credit Parties (as defined below).
GILEAD SCIENCES, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • August 5th, 2009 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • California
GILEAD SCIENCES, INC.Global Stock Option Agreement • May 8th, 2024 • Gilead Sciences, Inc. • Biological products, (no disgnostic substances) • Delaware
GILEAD SCIENCES, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • May 9th, 2011 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • California
