Item 6. EXHIBITS
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Item 6. EXHIBITS
Reference is made to the Exhibit Index included herein.
Exhibit Index
The following exhibits are filed or furnished herewith or incorporated by reference:
| Exhibit Number | Description of Document | Filed / Furnished / Incorporated by Reference | |||||||||||||||
| 2.1 | Agreement and Plan of Merger, dated February 11, 2024, among CymaBay Therapeutics, Inc., Registrant and Pacific Merger Sub, Inc. | Incorporated herein by reference to an exhibit to our Form 8-K filed on February 12, 2024 | |||||||||||||||
| 2.2 | Agreement and Plan of Merger, dated February 22, 2026, among Arcellx, Inc., Registrant and Ravens Sub, Inc. | Incorporated herein by reference to an exhibit to our Form 8-K filed on February 23, 2026 | |||||||||||||||
| 3.1 | Restated Certificate of Incorporation of Registrant | Incorporated herein by reference to an exhibit to our Form 8-K filed on May 9, 2024 | |||||||||||||||
| 3.2 | Amended and Restated Bylaws of Registrant | Incorporated herein by reference to an exhibit to our Form 8-K filed on August 4, 2025 | |||||||||||||||
| 4.1 | Reference is made to Exhibit 3.1 and Exhibit 3.2 | ||||||||||||||||
| 4.2 | Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as Trustee | Incorporated herein by reference to an exhibit to our Form 8-K filed on April 1, 2011 | |||||||||||||||
| 4.3 | First Supplemental Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as Trustee (including form of Senior Notes) | Incorporated herein by reference to an exhibit to our Form 8-K filed on April 1, 2011 | |||||||||||||||
| 4.4 | Second Supplemental Indenture related to Senior Notes, dated as of December 13, 2011, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2041 Note) | Incorporated herein by reference to an exhibit to our Form 8-K filed on December 13, 2011 | |||||||||||||||
| 4.5 | Third Supplemental Indenture related to Senior Notes, dated as of March 7, 2014, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2044 Note) | Incorporated herein by reference to an exhibit to our Form 8-K filed on March 7, 2014 | |||||||||||||||
| 4.6 | Fourth Supplemental Indenture related to Senior Notes, dated as of November 17, 2014, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2045 Note) | Incorporated herein by reference to an exhibit to our Form 8-K filed on November 17, 2014 | |||||||||||||||
| 4.7 | Fifth Supplemental Indenture, dated as of September 14, 2015, between Registrant and Wells Fargo Bank, National Association, as Trustee (including Form of 2026 Note, Form of 2035 Note and Form of 2046 Note) | Incorporated herein by reference to an exhibit to our Form 8-K filed on September 14, 2015 | |||||||||||||||
| 4.8 | Sixth Supplemental Indenture, dated as of September 20, 2016, between Registrant and Wells Fargo Bank, National Association, as Trustee (including Form of 2027 Note, Form of 2036 Note and Form of 2047 Note) | Incorporated herein by reference to an exhibit to our Form 8-K filed on September 20, 2016 | |||||||||||||||
| 4.9 | Eighth Supplemental Indenture, dated as of September 30, 2020, between the Registrant and Wells Fargo Bank, National Association, as Trustee (including Form of 2027 Note, Form of 2030 Note, Form of 2040 Note, and Form of 2050 Note) | Incorporated herein by reference to an exhibit to our Form 8-K filed on September 30, 2020 | |||||||||||||||
| 4.1 | Ninth Supplemental Indenture, dated as of September 14, 2023, between the Registrant and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee (including Form of 2033 Note and Form of 2053 Note) | Incorporated herein by reference to an exhibit to our Form 8-K filed on September 14, 2023 | |||||||||||||||
| 4.11 | Tenth Supplemental Indenture, dated as of November 20, 2024, between the Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee (including Form of 2029 Note, Form of 2035 Note, Form of 2054 Note and Form 2064 Note) | Incorporated herein by reference to an exhibit to our Form 8-K filed on November 20, 2024 | |||||||||||||||
| 4.12 | Description of Registrant’s Securities | Incorporated herein by reference to an exhibit to our Form 10-K filed on February 25, 2020 | |||||||||||||||
| 10.1 | * | Gilead Sciences, Inc. 2004 Equity Incentive Plan, amended and restated May 10, 2017 | Incorporated herein by reference to an exhibit to our Form 8-K filed on May 12, 2017 | ||||||||||||||
| 10.2 | * | Amendment No. 1 to Gilead Sciences, Inc. 2004 Equity Incentive Plan, amended and restated May 10, 2017 | Incorporated herein by reference to an exhibit to our Form 10-K filed on February 25, 2021 | ||||||||||||||
| 10.3 | * | Gilead Sciences, Inc. 2022 Equity Incentive Plan, amended and restated April 30, 2026 | Incorporated herein by reference to an exhibit to our Form 8-K filed on May 4, 2026 | ||||||||||||||
| 10.4 | * | Form of employee stock option agreement under 2004 Equity Incentive Plan (for grants made in 2011 through 2018) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 9, 2011 | ||||||||||||||
| 10.5 | * | Form of global employee stock option agreement under 2004 Equity Incentive Plan (for grants made in 2019) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 6, 2019 | ||||||||||||||
| 10.6 | * | Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for grants made in 2019) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on November 5, 2019 | ||||||||||||||
| 10.7 | * | Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for grants made in 2020) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 6, 2020 | ||||||||||||||
| 10.8 | * | Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for grants made in 2021) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 6, 2021 | ||||||||||||||
| 10.9 | * | Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for certain grants made in 2022) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 4, 2022 | ||||||||||||||
| 10.10 | * | Form of global employee stock option agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants made in 2022) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 8, 2022 | ||||||||||||||
| 10.11 | * | Form of global employee stock option agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants made in 2023) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 3, 2023 | ||||||||||||||
| 10.12 | * | Form of global employee stock option agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants made in 2024) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 8, 2024 | ||||||||||||||
| 10.13 | * | Form of global employee stock option agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants commencing in 2025) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 7, 2025 | ||||||||||||||
| 10.14 | * | Form of non-employee director stock option agreement under 2004 Equity Incentive Plan (for grants made in 2014 through 2018) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 4, 2014 | ||||||||||||||
| 10.15 | * | Form of non-employee director stock option agreement under 2004 Equity Incentive Plan (for grants made in 2019) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 6, 2019 | ||||||||||||||
| 10.16 | * | Form of non-employee director stock option agreement under 2004 Equity Incentive Plan (for grants made in 2020 and 2021) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 6, 2020 | ||||||||||||||
| 10.17 | * | Form of non-employee director stock option agreement under 2022 Equity Incentive Plan (for grants made in 2022) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 8, 2022 | ||||||||||||||
| 10.18 | * | Form of non-employee director stock option agreement under 2022 Equity Incentive Plan (for grants made in 2023) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 4, 2023 | ||||||||||||||
| 10.19 | * | Form of non-employee director stock option agreement under 2022 Equity Incentive Plan (for grants made in 2024) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 8, 2024 | ||||||||||||||
| 10.20 | * | Form of non-employee director stock option agreement under 2022 Equity Incentive Plan (for grants commencing in 2025) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 7, 2025 | ||||||||||||||
| 10.21 | * | Form of performance share award agreement - TSR Goals (U.S.) under 2022 Equity Incentive Plan (for grants made in 2023) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 3, 2023 | ||||||||||||||
| 10.22 | * | Form of performance share award agreement - TSR Goals (U.S.) under 2022 Equity Incentive Plan (for grants made in 2024) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 8, 2024 | ||||||||||||||
| 10.23 | * | Form of performance share award agreement - TSR Goals (U.S.) under 2022 Equity Incentive Plan (for grants commencing in 2025) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 7, 2025 | ||||||||||||||
| 10.24 | * | Form of performance share award agreement - Revenue Goals (U.S.) under 2022 Equity Incentive Plan (for grants made in 2023) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 3, 2023 | ||||||||||||||
| 10.25 | * | Form of performance share award agreement - Revenue Goals (U.S.) under 2022 Equity Incentive Plan (for grants made in 2024) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 8, 2024 | ||||||||||||||
| 10.26 | * | Form of performance share award agreement – Adjusted EPS Growth Goals (U.S.) under 2022 Equity Incentive Plan (for grants made in 2025) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 7, 2025 | ||||||||||||||
| 10.27 | * | Form of performance share award agreement – Adjusted EPS Growth Goals (U.S.) under 2022 Equity Incentive Plan (for grants commencing in 2026) | Filed herewith | ||||||||||||||
| 10.28 | * | Form of global employee restricted stock unit issuance agreement under 2004 Equity Incentive Plan (4 year vest) (for certain grants made in 2022) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 4, 2022 | ||||||||||||||
| 10.29 | * | Form of global employee restricted stock unit agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants made in 2022) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 8, 2022 | ||||||||||||||
| 10.30 | * | Form of global employee restricted stock unit agreement under 2022 Equity Incentive Plan (4 year vest) (for grants made in 2023) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 3, 2023 | ||||||||||||||
| 10.31 | * | Form of global employee restricted stock unit agreement under 2022 Equity Incentive Plan (4 year vest) (for grants made in 2024) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 8, 2024 | ||||||||||||||
| 10.32 | * | Form of global employee restricted stock unit agreement under 2022 Equity Incentive Plan (4 year vest) (for grants commencing in 2025) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 7, 2025 | ||||||||||||||
| 10.33 | * | Form of non-employee director restricted stock unit agreement under 2022 Equity Incentive Plan (for grants made in 2024) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 8, 2024 | ||||||||||||||
| 10.34 | * | Form of non-employee director restricted stock unit agreement under 2022 Equity Incentive Plan (for grants commencing in 2025) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 7, 2025 | ||||||||||||||
| 10.35 | * | Gilead Sciences, Inc. 2018 Equity Incentive Plan, amended and restated April 7, 2020 | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 6, 2020 | ||||||||||||||
| 10.36 | * | Gilead Sciences, Inc. Employee Stock Purchase Plan, amended and restated January 25, 2023 | Incorporated herein by reference to an exhibit to our Form 8-K filed on May 5, 2023 | ||||||||||||||
| 10.37 | * | Gilead Sciences, Inc. 2005 Deferred Compensation Plan, amended and restated April 19, 2016 | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 6, 2019 | ||||||||||||||
| 10.38 | * | Gilead Sciences, Inc. Severance Plan, amended and restated July 29, 2025 | Incorporated herein by reference to an exhibit to our Form 10-Q filed on November 7, 2025 | ||||||||||||||
| 10.39 | * | Gilead Sciences, Inc. Corporate Annual Incentive Plan, amended and restated August 1, 2023 | Incorporated herein by reference to an exhibit to our Form 10-Q filed on November 7, 2023 | ||||||||||||||
| 10.40 | * | Offer Letter between Registrant and Daniel O’Day, dated November 30, 2018 | Incorporated herein by reference to an exhibit to our Form 8-K filed on December 10, 2018 | ||||||||||||||
| 10.41 | * | Stock option agreement for Daniel O’Day under 2004 Equity Incentive Plan | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 6, 2019 | ||||||||||||||
| 10.42 | * | Form of restricted stock unit issuance agreement for Daniel O’Day (in 2019) under 2004 Equity Incentive Plan | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 6, 2019 | ||||||||||||||
| 10.43 | * | Offer Letter between Registrant and Johanna Mercier, dated May 21, 2019 | Incorporated herein by reference to an exhibit to our Form 10-Q filed on August 6, 2019 | ||||||||||||||
| 10.44 | * | Global stock option agreement for Johanna Mercier (in 2019) under 2004 Equity Incentive Plan | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 6, 2020 | ||||||||||||||
| 10.45 | * | Restricted stock unit issuance agreement for Johanna Mercier (for Performance Objectives in 2019-2020) under 2004 Equity Incentive Plan | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 6, 2020 | ||||||||||||||
| 10.46 | * | Offer Letter between Registrant and Dietmar Berger, dated November 14, 2024 | Filed herewith | ||||||||||||||
| 10.47 | * | Global restricted stock unit agreement for Dietmar Berger under 2022 Equity Incentive Plan (3 year vest) | Filed herewith | ||||||||||||||
| 10.48 | * | Offer Letter between Registrant and Deborah Telman, dated June 2, 2022 | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 3, 2023 | ||||||||||||||
| 10.49 | * | Global stock option agreement for Deborah Telman under 2022 Equity Incentive Plan | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 3, 2023 | ||||||||||||||
| 10.50 | * | Global restricted stock unit issuance agreement for Deborah Telman under 2022 Equity Incentive Plan (3 year vest) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 3, 2023 | ||||||||||||||
| 10.51 | * | Global restricted stock unit issuance agreement for Deborah Telman under 2022 Equity Incentive Plan (4 year vest) | Incorporated herein by reference to an exhibit to our Form 10-Q filed on May 3, 2023 | ||||||||||||||
| 10.52 | * | Severance and General Release Agreement between Registrant and Deborah Telman, dated November 16, 2025 | Incorporated herein by reference to an exhibit to our Form 10-K filed on February 24, 2026 | ||||||||||||||
| 10.53 | * | Form of Indemnity Agreement entered into between Registrant and its directors and executive officers | Incorporated herein by reference to an exhibit to our Form S-1 (No. 33-55680), as amended | ||||||||||||||
| 10.54 | * | Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees | Incorporated herein by reference to an exhibit to our Form S-1 (No. 33-55680), as amended | ||||||||||||||
| 10.55 | * | Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees (revised September 2006) | Incorporated herein by reference to an exhibit to our Form 10-K filed on February 27, 2007 | ||||||||||||||
| 10.56 | *,+ | Amendment Agreement, dated October 25, 1993, between Registrant, the Institute of Organic Chemistry and Biochemistry (IOCB) and Rega Stichting v.z.w. (REGA), together with the following exhibits: the License Agreement, dated December 15, 1991, between Registrant, IOCB and REGA (the 1991 License Agreement); the License Agreement, dated October 15, 1992, between Registrant, IOCB and REGA (the October 1992 License Agreement); and the License Agreement, dated December 1, 1992, between Registrant, IOCB and REGA (the December 1992 License Agreement) | Incorporated herein by reference to an exhibit to our Form 10-K for our fiscal year ended March 31, 1994 | ||||||||||||||
| 10.57 | *,+ | Amendment Agreement between Registrant and IOCB/REGA, dated December 27, 2000, amending the 1991 License Agreement and the December 1992 License Agreement | Incorporated herein by reference to an exhibit to our Form 10-K filed on March 20, 2001 | ||||||||||||||
| 10.58 | + | Sixth Amendment Agreement to the License Agreement, between IOCB/REGA and Registrant, dated August 18, 2006, amending the October 1992 License Agreement and the December 1992 License Agreement | Incorporated herein by reference to an exhibit to our Form 10-Q filed on November 6, 2006 | ||||||||||||||
| 10.59 | + | Seventh Amendment Agreement to the License Agreement, between IOCB/REGA and Registrant, dated July 1, 2013, amending the October 1992 License Agreement and the December 1992 License Agreement | Incorporated herein by reference to an exhibit to our Form 10-Q filed on October 31, 2013 | ||||||||||||||
| 10.60 | + | Exclusive License Agreement by and between Registrant (as successor to Triangle Pharmaceuticals, Inc.), Glaxo Group Limited, The Wellcome Foundation Limited, Glaxo Wellcome Inc. and Emory University, dated May 6, 1999 | Incorporated herein by reference to an exhibit to Triangle Pharmaceuticals, Inc.’s Form 10-Q/A filed on November 3, 1999 | ||||||||||||||
| 10.61 | + | Royalty Sale Agreement by and among Registrant, Emory University and Investors Trust & Custodial Services (Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 18, 2005 | Incorporated herein by reference to an exhibit to our Form 10-Q filed on November 4, 2005 | ||||||||||||||
| 10.62 | + | Amended and Restated License Agreement by and between Registrant, Emory University and Investors Trust & Custodial Services (Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 21, 2005 | Incorporated herein by reference to an exhibit to our Form 10-Q filed on November 4, 2005 | ||||||||||||||
| 10.63 | ++ | Amended and Restated EVG License Agreement by and between Japan Tobacco Inc. and Registrant, dated November 29, 2018 | Incorporated herein by reference to an exhibit to our Form 10-K/A filed on April 18, 2019 | ||||||||||||||
| 10.64 | ++ | Master Agreement by and between Registrant, Gilead Sciences K.K. and Japan Tobacco Inc., dated November 29, 2018 | Incorporated herein by reference to an exhibit to our Form 10-K/A filed on April 18, 2019 | ||||||||||||||
| 10.65 | + | Amended and Restated Collaboration Agreement by and among Registrant, Gilead Sciences Ireland UC (formerly Gilead Sciences Limited) and Janssen R&D Ireland, dated December 23, 2014 | Incorporated herein by reference to an exhibit to our Form 10-K filed on February 25, 2015 | ||||||||||||||
| 10.66 | + | License Agreement by and among Kite Pharma, Inc., Cabaret Biotech Ltd. and Dr. Zelig Eshhar, dated December 12, 2013 | Incorporated herein by reference to an exhibit to Kite Pharma, Inc.’s Form S-1/A (No. 333-196081) filed on June 17, 2014 | ||||||||||||||
| 10.67 | ++ | Option, License and Collaboration Agreement by and between Galapagos NV and Registrant, dated July 14, 2019 | Incorporated herein by reference to an exhibit to our Form 10-Q filed on November 5, 2019 | ||||||||||||||
| 31.1 | Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | Filed herewith | |||||||||||||||
| 31.2 | Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | Filed herewith | |||||||||||||||
| 32 | Certifications of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350) | Furnished herewith | |||||||||||||||
| 101.INS | XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | Filed herewith | |||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith | |||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith | |||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | |||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | |||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith | |||||||||||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101) |
- Management contract or compensatory plan or arrangement.
+ Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk (the Mark). This Exhibit has been filed separately with the Secretary of U.S. Securities and Exchange Commission without the Mark pursuant to Registrant’s Application Requesting Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
++ Certain portions of this Exhibit were omitted by means of marking such portions with the Mark because the identified portions are (i) private or confidential and (ii) not material.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GILEAD SCIENCES, INC. | ||||||||
| (Registrant) | ||||||||
| Date: | May 7, 2026 | /s/ DANIEL P. O’DAY | ||||||
| Daniel P. O’Day Chairman and Chief Executive Officer (Principal Executive Officer) | ||||||||
| Date: | May 7, 2026 | /s/ ANDREW D. DICKINSON | ||||||
| Andrew D. Dickinson Chief Financial Officer (Principal Financial Officer) |
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