Item 1.01. Entry into a Material Definitive Agreement.
Supplemental Indenture
On September 30, 2020, Gilead Sciences,
Inc. (the “Company”) and Wells Fargo Bank, National Association, as trustee (the “Trustee” and, together
with the Company, the “Parties”), entered into an Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”)
to the Indenture between the Parties, dated as of March 30, 2011 (the “Base Indenture”). The Eighth Supplemental Indenture
relates to the Company’s issuance of (a) $500,000,000 aggregate principal amount of the Company’s Floating Rate Notes
due 2021 (the “2021 Floating Rate Notes”), (b) $500,000,000 aggregate principal amount of the Company’s Floating
Rate Notes due 2023 (the “2023 Floating Rate Notes” and together with the 2021 Floating Rate Notes, the “Floating
Rate Notes”), (c) $2,000,000,000 aggregate principal amount of the Company’s 0.750% Senior Notes due 2023 (the “2023
Fixed Rate Notes”), (d) $750,000,000 aggregate principal amount of the Company’s 1.200% Senior Notes due 2027 (the
“2027 Fixed Rate Notes”), (e) $1,000,000,000 aggregate principal amount of the Company’s 1.650% Senior Notes
due 2030 (the “2030 Fixed Rate Notes”), (f) $1,000,000,000 aggregate principal amount of the Company’s 2.600%
Senior Notes due 2040 (the “2040 Fixed Rate Notes”), and (g) $1,500,000,000 aggregate principal amount of the Company’s
2.800% Senior Notes due 2050 (the “2050 Fixed Rate Notes” and, together with the 2023 Fixed Rate Notes, 2027 Fixed
Rate Notes, the 2030 Fixed Rate Notes and the 2040 Fixed Rate Notes, the “Fixed Rate Notes” and, collectively the Fixed
Rate Notes together with the Floating Rate Notes, the “Notes”). The Notes were sold in a public offering pursuant to
the Company’s Registration Statement on Form S-3 (File No. 333-242321).
The 2023 Fixed Rate Notes will pay interest
semi-annually at a rate of 0.750% per annum until September 29, 2023. The 2027 Fixed Rate Notes will pay interest semi-annually
at a rate of 1.200% per annum until October 1, 2027. The 2030 Fixed Rate Notes will pay interest semi-annually at a rate of 1.650%
per annum until October 1, 2030. The 2040 Fixed Rate Notes will pay interest semi-annually at a rate of 2.600% per annum until
October 1, 2040. The 2050 Fixed Rate Notes will pay interest semi-annually at a rate of 2.800% per annum until October 1, 2050.
The 2021 Floating Rate Notes will pay interest each March 17, June 17, September 17 and December 17 until September 17, 2021. The
2023 Floating Rate Notes will pay interest each March 29, June 29, September 29 and December 29 until September 29, 2023. The interest
rate for the Floating Rate Notes for each interest period will be the Benchmark (as defined
in the Supplemental Indenture) as determined on the applicable Reference Time (as defined in the Supplemental Indenture),
plus 0.15% with respect to the 2021 Floating Rate Notes and 0.52% with respect to the 2023 Floating Rate Notes.
The Company intends to use the net proceeds
from the sale of the Floating Rate Notes, the 2023 Fixed Rate Notes, the 2030 Fixed
Rate Notes and the 2040 Fixed Rate Notes, together with other sources of liquidity,
to finance the cash consideration payable in connection with the Company’s previously announced acquisition (the “Acquisition”)
of Immunomedics, Inc., a Delaware corporation (“Immunomedics”), pursuant to the Agreement and Plan of Merger, dated
September 13, 2020, among Immunomedics, the Company and Maui Merger Sub, Inc., a Delaware corporation (the “Merger Agreement”),
and to pay related fees and expenses. The Company intends to use the net proceeds from the offering of the 2027 Fixed Rate Notes
and the 2050 Fixed Rate Notes to repay $1,000,000,000 in aggregate principal amount of its 4.50% Senior Notes due 2021 and $1,250,000,000
in aggregate principal amount of its 4.40% Senior Notes due 2021. Pending that application of funds, the Company intends to invest
the net proceeds from this offering in United States government obligations, bank deposits or other secure, short-term investments.
The Base Indenture and the Eighth Supplemental
Indenture contain certain restrictions, including a limitation that restricts the Company’s 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 Company’s 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 some or all of the
Fixed Rate Notes at any time and from time to time at the applicable redemption prices described in the form of such notes. The
Company will not have the option to redeem (i) the 2021 Floating Rate Notes, in whole or in part, prior to the maturity date or
(ii) the 2023 Floating Rate Notes, in whole or in part, prior to the applicable par call date.
In the event that (a) the Acquisition
is not consummated on or before September 13, 2021, or (b) if prior to such date, the Merger Agreement is terminated, the Company
will be obligated to redeem the Floating Rate Notes, the 2023 Fixed Rate Notes, the 2030
Fixed Rate Notes and the 2040 Fixed Rate Notes
at a special mandatory redemption price equal to 101% of the aggregate principal amount of such Notes, plus accrued and
unpaid interest to, but excluding, the special mandatory redemption date described in the Eighth Supplemental Indenture.
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 Company’s 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 Eighth Supplemental Indenture and the Notes, please refer to the Eighth 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, 4.6, 4.7 and 4.8, respectively.