definiens: ) ), become a in any ( as such terms are defined in Rule 14a-11promulgated under the Exchange Act ) or initiate, propose or otherwise solicit stockholders of [COMPANY] for the approvalof any stockholder proposals;(c ) form, join, participate in, or encourage the formation of, a group ( within the meaning of Section 13(d)(3 ) ofthe Exchange Act ) with respect to any voting securities of Gilead;(d ) deposit any securities of [COMPANY] into a voting trust, or subject any securities of [COMPANY] to any agreementor arrangement with respect to the voting of such securities;(e ) make any public announcement with respect to, or submit a proposal for, or offer ( with or withoutconditions ) of any extraordinary transaction involving [COMPANY] or any of its securities or assets;(f ) seek, or encourage or support any effort, to influence or control the management, Board of Directors, business, or policies of [COMPANY] ( it being understood and agreed that this Section 15.12(f ) shall not apply to theexercise by [COMPANY] of any of its rights and obligations under this Agreement, the Operating Agreement and the AncillaryAgreements as applicable);(g ) encourage or assist any other Person to undertake any of the foregoing actions ; or -106- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEENOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OFTHE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.(h ) take any action that could reasonably be expected to require [COMPANY] to make a public announcementregarding the possibility of any of the events described in clauses ( a ) through ( g ) of this Section 15.12;provided, however, that nothing in Sections 15.12(a ), ( e ) or ( g ) shall be deemed to prohibit [COMPANY] fromacquiring ( i ) by merger or stock purchase of more than fifty percent ( 50 % ) of the voting securitiesthereof, a Third Party that has beneficial ownership of equity securities of [COMPANY] ( or rights or options toacquire such beneficial ownership ) or ( ii ) beneficial ownership of up to five percent ( 5 % ) of any class ofequity securities of [COMPANY] ( or rights or options to acquire such beneficial ownership ) by or through(1 ) an employee benefit plan of [COMPANY] or any of its Affiliates, ( 2 ) a diversified mutual or pension fundmanaged by an independent investment adviser or pension plan established for the benefit of theemployees of [COMPANY] or its Affiliates, or ( 3 ) any stock portfolios not controlled by [COMPANY] or any of itsAffiliates that invest in [COMPANY] or any of its Affiliates among other companies ; provided that [COMPANY] orany of its Affiliates does not, directly or indirectly, request the trustee or administrator or investmentadviser of such fund, plan or portfolio to acquire [COMPANY] equity securities ; and provided, further, thatthis Section 15.12 shall be of no further effect and shall not bind [COMPANY] in any manner from and aftersuch time, if any, as [COMPANY] shall make a public announcement that it has entered into a letter of intentor definitive agreement with a Third Party Acquirer providing for a Change of Control of [COMPANY]