0001193125-09-081895 Sample Contracts

GILEAD SCIENCES, INC. RESTRICTED STOCK UNIT ASSUMPTION AGREEMENT
Restricted Stock Unit Assumption Agreement • April 20th, 2009 • Gilead Sciences Inc • Biological products, (no disgnostic substances)

WHEREAS, Gilead acquired CVT pursuant to an Agreement and Plan of Merger, dated as of March 12, 2009, by and among Gilead, CVT and Apex Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Gilead (“Merger Sub”), whereby Merger Sub conducted a cash tender offer (the “Tender Offer”) to purchase all of the outstanding shares of CVT common stock (“CVT Stock”) at a purchase price of $20.00 per share, net to the holder of such share in cash (such dollar amount, the “Offer Price”). Following completion of the Tender Offer in which more than fifty percent (50%) of the CVT Stock was acquired, Merger Sub merged with and into CVT, and the shares of CVT Stock not purchased in the Tender Offer were converted into the right to receive the Offer Price in cash.

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GILEAD SCIENCES, INC. STOCK OPTION ASSUMPTION AGREEMENT
Stock Option Assumption Agreement • April 20th, 2009 • Gilead Sciences Inc • Biological products, (no disgnostic substances)

WHEREAS, Gilead acquired CVT pursuant to an Agreement and Plan of Merger, dated as of March 12, 2009, by and among Gilead, CVT and Apex Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Gilead (“Merger Sub”), whereby Merger Sub conducted a cash tender offer (the “Tender Offer”) to purchase all of the outstanding shares of CVT common stock (“CVT Stock”) at a purchase price of $20.00 per share, net to the holder of such share in cash (such dollar amount, the “Offer Price”). Following completion of the Tender Offer in which more than fifty percent (50%) of the CVT Stock was acquired, Merger Sub merged with and into CVT, and the shares of CVT Stock not purchased in the Tender Offer were converted into the right to receive the Offer Price in cash.

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