Item 1.01.
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On September 15, 2016, Gilead Sciences, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement)
with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule 1 thereto, relating to the sale by the Company of (a) $500 million aggregate
principal amount of the Companys 1.950% Senior Notes due 2022 (the 2022 Notes), (b) $750 million aggregate principal amount of the Companys 2.500% Senior Notes due 2023 (the 2023 Notes), (c) $1,250
million aggregate principal amount of the Companys 2.950% Senior Notes due 2027 (the 2027 Notes), (d) $750 million aggregate principal amount of the Companys 4.000% Senior Notes due 2036 (the 2036 Notes) and
(e) $1,750 million aggregate principal amount of the Companys 4.150% Senior Notes due 2047 (together with the 2022 Notes, the 2023 Notes, the 2027 Notes and the 2036 Notes, the Notes).
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the
ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In particular, affiliates of certain of the underwriters for this offering are
also lenders under the Companys existing revolving credit facility and serve in various agency or other capacities under such facilities.
In
addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial
instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Company or its affiliates. If any of the underwriters or
their affiliates have a lending relationship with the Company, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to the Company consistent
with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions
in the Companys securities, including potentially the Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes. The underwriters and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
The Underwriting Agreement is filed herewith as Exhibit 1.1. The description of the Underwriting Agreement herein is qualified by reference thereto.
Supplemental Indenture
On September 20, 2016, the Company and Wells Fargo Bank, National Association, as trustee (the Trustee and, together with the Company, the
Parties), entered into a Sixth Supplemental Indenture to the Indenture between the Parties, dated as of March 30, 2011 (the Base Indenture). The Sixth Supplemental Indenture relates to the Companys issuance of the
Notes. The Notes were sold in a public offering pursuant to the Companys Registration Statement on Form S-3 (File No. 333-194298).
The 2022
Notes will pay interest semi-annually at a rate of 1.950% per annum until March 1, 2022. The 2023 Notes will pay interest semi-annually at a rate of 2.500% per annum until September 1, 2023. The 2027 Notes will pay interest
semi-annually at a rate of 2.950% per annum until March 1, 2027. The 2036 Notes will pay interest semi-annually at a rate of 4.000% per annum until September 1, 2036. The 2047 Notes will pay interest semi-annually at a rate of
4.150% per annum until March 1, 2047.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes,
which may include the repayment of debt, working capital, payment of dividends, the repurchase of its outstanding common stock pursuant to its authorized share repurchase program and future acquisitions.
The Base Indenture and the Sixth Supplemental Indenture contain certain restrictions, including a limitation that restricts the Companys ability and
ability of certain of its subsidiaries to create or incur secured indebtedness, enter into sale and leaseback transactions and consolidate, merge or transfer all or substantially all of the Companys assets and the assets of its subsidiaries
and also requires the Company to offer to repurchase the Notes upon certain change of control events.
The Company may redeem any series of Notes, in
whole or in part, at any time and from time to time at the applicable redemption price described in the form of the Notes of the applicable series.
For a
complete description of the terms and conditions of the Base Indenture, please refer to the Base Indenture, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the Commission on April 1, 2011 and incorporated
herein by reference. For a complete description of the terms and conditions of the Sixth Supplemental Indenture and the Notes, please refer to the Sixth Supplemental Indenture and the forms of each series of Notes, each of which is incorporated
herein by reference and attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively.