Exhibit 10.40


EMPLOYMENT AGREEMENT


This Employment Agreement (the “Agreement”) is entered
into by and between Ms. Sharon Surrey-Barbari (“Surrey-Barbari”), an
individual, and Gilead Sciences, Inc. (“Gilead”) as of July 1, 2002.


 


Surrey-Barbari
ceased to be a regular full-time employee of Gilead effective June 30,
2002.  Nevertheless, Surrey-Barbari
continued to be employed by Gilead in a part-time special assignment
position.  Gilead has identified
specific duties that it desires to have Surrey-Barbari perform in order to
provide for an orderly transition to a new Chief Financial Officer and to
implement certain pending projects. 
Accordingly, Surrey-Barbari and Gilead hereby agree as follows:


1.     Employment. 
Effective as of July 1, 2002, Gilead hereby employs Surrey-Barbari in a
part-time special assignment position with the title of Special Advisor to its
Chief Financial Officer, and Surrey-Barbari hereby accepts such employment,
upon the terms and conditions hereinafter set forth.  Surrey-Barbari agrees to resign from her employment with Gilead
and all of its related entities, effective December 31, 2002.  Upon such resignation, this Agreement will
terminate.


 


2.     Duties.


 


(a)           Surrey-Barbari shall report to the
Chief Financial Officer or his designee or successor (the “CFO”).  Surrey-Barbari shall have the duties and
responsibilities as determined and assigned by the CFO in his discretion from
time to time, subject to the approval of Gilead’s Executive Vice President of
Operations (“EVPO”) (or, in the EVPO’s absence, subject to the approval of
Gilead’s General Counsel), including the following:  (i) to advise the CFO on current developments with respect to the
financial and accounting issues and trends affecting public 


 


1

















 


companies in general and
the biotechnology industry in particular; (ii) to assist the CFO in preparing
financial reports and to make recommendations for improvement, where
appropriate; (iii) to assist the CFO in the implementation of an international
tax strategy and to make recommendations for improvement, where appropriate;
(iv) to assist the CFO in the implementation of a credit and collections policy
and to make recommendations for improvement, where appropriate; (v) to assist
the CFO in initiating and implementing a business continuity program for
Gilead’s informational business processes; (vi) to assist the CFO in evaluating
finance department staff and completing associate performance assessments;
(vii) to meet with the CFO in December of 2002 at the CFO’s office to review
and evaluate the progress of the implementation of international tax strategy,
the credit and collection policy and the business continuity program referred
to herein; and (viii) to assist the CFO in other matters that are consistent
with Surrey-Barbari’s background and experience as the CFO may assign.


(b)           Subject to the approval of the EVPO
(or, in the EVPO’s absence, subject to the approval of Gilead’s General
Counsel), the CFO has the right to determine the times and places where
Surrey-Barbari will perform her duties under the Agreement.  Gilead shall provide Surrey-Barbari with an
office and secretarial support and any additional support as may be reasonably
necessary, as well as provide Surrey-Barbari with any office equipment, office
furniture and supplies as may be needed to perform the duties under the
Agreement.  Surrey-Barbari may not rent
any office space, purchase any office equipment or hire or pay any assistants
in connection with performing the duties and responsibilities under the
Agreement.


(c)           If requested by the CFO, but subject
to the approval of the EVPO (or, in the EVPO’s absence, subject to the approval
of Gilead’s General Counsel), Surrey-Barbari must attend meetings and programs
related to her area of expertise held in various locations, and 


 


2

















 


attend other meetings
required by her duties.  Gilead will
reimburse Surrey-Barbari for reasonable travel expenses pursuant to the
reimbursement policies in place at Gilead at the time the expenses are
incurred.


(d)           Subject to the approval of the EVPO
(or, in the EVPO’s absence, subject to the approval of Gilead’s General
Counsel) and at the request of the CFO, Surrey-Barbari shall provide the CFO
with written or oral reports detailing her progress towards accomplishing the
tasks and directives assigned to her and additional reports as may be requested
by the CFO.  The EVPO (or, in the EVPO’s
absence, Gilead’s General Counsel) shall evaluate Surrey-Barbari’s performance
and control and direct the manner (including the order) in which, and details
and means by which, she performs the services under the Agreement.


(e)           Surrey-Barbari shall work a minimum
of ten hours per month, and if requested by the CFO, a maximum of twenty hours
per month.  Gilead agrees to assign to
Surrey-Barbari a sufficient amount of work assignments to enable her to satisfy
her ten-hour minimum requirement.


(f)            Surrey-Barbari shall comply with all
of Gilead’s company policies and procedures except as set out in this
Agreement.


(g)           Surrey-Barbari shall not accept other
employment with any other corporation or business that will impair her ability
to satisfy her responsibilities to Gilead under this Agreement.


(h)           Surrey-Barbari shall be an employee
of Gilead, not an independent contractor.


3.     Compensation.


 


 


3

















 


 


(a)           The Company will continue to pay to
Employee a base salary through December 31, 2002 at the rate in effect on
June 30, 2002, which shall be payable in equal bi-weekly installments on
regular payroll dates in accordance with the Company’s customary practices.
Amounts payable shall be reduced by income tax, employment tax and other
applicable withholding and other authorized deductions.


(b)           Surrey-Barbari will not be eligible
to receive a bonus for her 2002 performance during any period during 2002.


(c)           Gilead will continue to pay the
employer’s portion of Surrey-Barbari’s monthly group medical insurance premium
and provide her with all other employee benefits, including but not limited to
medical benefits, stock option vesting and exercise, and vacation accrual
through December 31, 2002.


(d)           Surrey-Barbari shall continue to be
entitled to receive prompt reimbursement for all reasonable employment expenses
incurred by her in accordance with the policies, practices and procedures as in
effect generally with respect to other peer executives of Gilead.


(e)           Surrey-Barbari shall receive
outplacement services from Right Associates for a twelve month period at
Gilead’s expense.


(f)            Provided that Surrey-Barbari timely
executes the releases described in Paragraph 5 below, Gilead shall pay to
Surrey-Barbari the gross sum of Two Hundred Fifty One Thousand Six Hundred Forty-Eight
Dollars $251,648 (“Severance Payments”), less
standard withholdings and authorized deductions, in equal bi-weekly increments
on regular payroll dates from January 1, 2003 through June 30, 2003, and Gilead
will continue to pay the 


 


4

















 


employer’s portion of
Surrey-Barbari’s monthly group medical insurance premium from January 1,
2003 through June 30, 2003 (“Medical Insurance Payments”).


4.     Early Termination.


 


(a)           Death or Incapacity.  Surrey-Barbari’s employment shall terminate
automatically upon her death or incapacity. In the event of Surrey-Barbari’s
incapacity or death, all payments which would otherwise be payable through June
30, 2003 shall immediately become due and payable upon execution of a release
in the form attached hereto as Exhibit B by the personal representative of
Surrey-Barbari (attorney-in-fact or conservator) if Surrey-Barbari is
incapacitated or an executor or trustee, if Surrey-Barbari is deceased.


(b)           Surrey-Barbari may voluntarily
terminate employment under this Agreement at any time.  If Surrey-Barbari voluntarily terminates her
employment with Gilead prior to December 31, 2002, then (i) this Agreement
shall terminate, (ii) Gilead shall pay Surrey-Barbari’s base salary through the
date of termination and (iii) provided that Surrey-Barbari timely executes a
release in the form attached hereto as Exhibit B, she shall be entitled to
the Severance Payments and Medical Insurance Payments described in Paragraph
3(f) at such times as such amounts would otherwise be payable.


(c)           Gilead may terminate Surrey-Barbari’s
employment at any time, with or without cause, and with or without notice.  If Gilead terminates Surrey-Barbari’s
employment for any reason prior to December 31, 2002, Surrey-Barbari shall
be entitled to all of the compensation and benefits that she would have been
entitled to receive under this Agreement if she had remained employed through
December 31, 2002; provided, however, that payment of the Severance
Payments and the Medical Insurance Payments shall be conditional on her timely
execution of a release in the form attached hereto as Exhibit B.


 


5

















 


5.     Releases.  In
exchange for the consideration provided to Surrey-Barbari under this Agreement
for the period from July 1, 2002 through December 31, 2002,
Surrey-Barbari agrees to execute and be bound by the general release attached
hereto as Exhibit A (“General Release A”) and to return the executed General
Release A on or before August 1, 2002. 
In consideration of the Severance Payments and Medical Insurance
Payments to be provided to Surrey-Barbari after December 31, 2002,
Surrey-Barbari agrees to execute and be bound by the general release attached
hereto as Exhibit B (“General Release B”) and to deliver the executed General
Release B to Gilead on or about December 31, 2002.  Both General Release A and General Release B
are hereby incorporated into and made part of this Agreement by reference.


 


6.     Successors.


 


(a)           This Agreement is personal to
Surrey-Barbari and shall not, without the prior written consent of Gilead, be
assignable by Surrey-Barbari.


(b)           This Agreement shall inure to the
benefit of and be binding upon Gilead and its successors and assigns and any
such successor or assignee shall be deemed substituted for Gilead under the
terms of this Agreement for all purposes. 
As used herein, “successor” and “assignee” shall include any person,
firm, corporation or other business entity which at any time, whether by purchase,
merger or otherwise, directly or indirectly acquires the stock of Gilead or to
which Gilead assigns this Agreement by operation of law or otherwise.


7.     Surrey-Barbari acknowledges that any employment or contractual
relationship between her and Gilead, or any of its subsidiaries, divisions and
affiliates, other than those contractual rights referenced in or arising out of
this Agreement, will terminate on the effective date of her resignation, and
that she will thereafter have no employment or contractual relationship with
Gilead, or any of its subsidiaries, divisions and affiliates.


 


6

















 


8.     This Agreement supersedes and replaces all prior negotiations
and agreements, proposed or otherwise, whether written or oral, concerning the
subject matters of this Agreement with the exception of any Confidentiality
Agreement, the Gilead Sciences, Inc. Indemnity Agreement and option grant
agreements previously signed by Surrey-Barbari issued under the Gilead
Sciences, Inc. 1991 Stock Option Plan. 
Any such Confidentiality Agreement is herein incorporated by reference.


 


9.     This Agreement is an integrated document.


 


10.   If any provision of this Agreement or any
application thereof is held invalid, the invalidity shall not affect other
provisions or applications of this Agreement which can be given effect without
the invalid provision or application. 
To this end, the provisions of this Agreement are declared to be
severable.


 


11.   This Agreement shall be deemed to have been
executed and delivered within the State of California, and the rights and
obligations of the parties under this Agreement shall be construed and enforced
in accordance with, and shall be governed by, the laws of the State of
California without regard to principles of choice of law.


 


12.   Each party has cooperated in the drafting and
preparation of this Agreement, and, accordingly, this Agreement shall not be
construed against either party on the basis that said party was the drafter of
this Agreement.


 


13.   This Agreement may be executed in counterparts,
and each executed counterpart shall have the efficacy of a signed
original.  Photographic copies of such
executed counterparts may be used in lieu of the original for any purpose.


 


14.   Surrey-Barbari agrees that any and all
disputes relating to, or in any way connected with this Agreement or with
respect to Exhibit A, as well as any and all disputes relating to, or in 


 


 


7

















 


 


any way connected with, Surrey-Barbari’s employment
with Gilead, or with any of its former subsidiaries, divisions and affiliates,
and Surrey-Barbari’s resignation from such employment, shall be submitted to
final and binding arbitration pursuant to the arbitration procedures set forth
in the American Arbitration Association’s National Rules for the Resolution of
Employment Disputes.  Surrey-Barbari and
Gilead agree that the prevailing party in any arbitration conducted pursuant to
the terms of this Paragraph shall be entitled to recover all costs and expenses
incurred by such party in connection therewith, including reasonable attorneys’
fees.  Surrey-Barbari’s liability for,
or her obligation to pay any such costs and expenses, including Gilead’s
attorney’s fees, shall not exceed Twenty-Five Thousand ($25,000).


 


15.   No waiver of any breach of any term or
provision of this Agreement shall be construed to be, or shall be, a waiver of
any other breach of any term or provision of this Agreement.  No waiver shall be binding unless in writing
and signed by the party waiving the breach.


 


16.   The parties agree to cooperate fully, execute
any supplementary documents, and take all additional actions that may be
necessary or appropriate to give full force and effect to the basic terms and
intent of this Agreement, which are not inconsistent with the terms of this
Agreement.


 


 


8

















 


17.   Surrey-Barbari acknowledges and agrees that
this Agreement and Exhibits A and B are the 
final and binding agreements between the parties.  Surrey-Barbari further acknowledges and
agrees that this Agreement and Exhibits A and B shall not be subject to
renegotiation at any time in the future.


 


/
/ /


 


/
/ /


 


/
/ /


 


/
/ /


 


I declare under
penalty of perjury under the laws of the State of California that I have read
the foregoing Agreement and I accept and agree to the provisions in the
Agreement and hereby execute the Agreement voluntarily with full understanding
of its consequences.


EXECUTED this 15th
day of July, 2002, at ____________, ____________.


 


	
   

  	
  /s/ Sharon Surrey-Barbari

  
	
   

  	
  Sharon Surrey-Barbari

  



 


EXECUTED this 24th
day of July, 2002, at Foster City, California.


 


	
   

  	
   

  	
  GILEAD SCIENCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marsha Roberts

  
	
   

  	
   

  	
  Marsha Roberts

  
	
   

  	
   

  	
  Vice President, Human Resources

  



 


 


 


9























EXHIBIT A


GENERAL
RELEASE AGREEMENT


(“GENERAL RELEASE A”)


This
General Release Agreement (the “Release Agreement”) is made as of the date set
forth below by and between Ms. Sharon Surrey-Barbari (“Surrey-Barbari”), an
individual, and Gilead Sciences, Inc. (“Gilead”), a corporation.


 


1.             Except for those obligations
created by or arising from this Release Agreement, the Employment Agreement
(including exhibits) to which this Release Agreement is attached, and any other
agreements executed by the parties contemporaneously with their execution of
the Employment Agreement, as well as the Gilead Sciences, Inc. Indemnity
Agreement, option grant agreements previously signed by Surrey-Barbari issued
under the Gilead Sciences, Inc. 1991 Stock Option Plan, and Gilead Sciences,
Inc.’s 401k plan, Surrey-Barbari, on behalf of herself, her descendants,
ancestors, dependents, heirs, executors, administrators, assigns, and
successors, and each of them, hereby covenants not to sue and fully releases
and discharges Gilead and each and any of its subsidiaries, divisions and
affiliates, past, present and future, and each of them, as well as its and
their trustees, directors, officers, shareholders, agents, representatives,
attorneys, insurers, employees, assigns, and successors, past, present and
future, and each of them, hereinafter together and collectively referred to as
“Releasees,” with respect to and from any and all claims, wages, bonuses,
demands, rights, liens, agreements, contracts, covenants, actions, suits,
causes of action, obligations, debts, costs, expenses, attorneys’ fees,
damages, judgments, orders and liabilities of whatever kind or nature in law,
equity or otherwise, whether now known or unknown, suspected or unsuspected,
and whether or not concealed or hidden, excluding any claims for workers’
compensation benefits, which Surrey-Barbari now owns or holds, or has at any
time heretofore owned or held, or may in the future own or hold as against said
Releasees, or 


 


 


Exhibit A-1

















 


 


any of them,
including, without limitation, those arising from or in any way connected
with:  Surrey-Barbari’s employment with
Gilead and any of Gilead’s subsidiaries, divisions and affiliates;
Surrey-Barbari’s resignation from such employment; and any other transactions,
occurrences, acts or omissions or any loss, damage or injury whatever, whether
known or unknown, suspected or unsuspected, resulting from any act or omission
by or on the part of said Releasees, or any of them, committed or omitted prior
to the date of execution of this Agreement.


 


2.             Gilead and Surrey-Barbari expressly
deny any violation of any of Gilead’s policies, procedures, state or federal
laws or regulations.  Accordingly, while
this Release Agreement resolves all issues between Surrey-Barbari and Gilead
relating to any alleged violation of Gilead’s policies or procedures or any
state or federal law or regulation, this Agreement does not constitute an
adjudication or finding on the merits and it is not, and shall not be construed
as, an admission by Gilead or Surrey-Barbari of any violation of its policies,
procedures, state or federal laws or regulations.  Moreover, neither this Release Agreement nor anything in this
Agreement shall be construed to be or shall be admissible in any proceeding as
evidence of or an admission by Gilead or Surrey-Barbari of any violation of
Gilead’s policies, procedures, state or federal laws or regulations.  This Release Agreement may be introduced,
however, in any proceeding to enforce the Agreement.


 


3.             It is the intention of Surrey-Barbari and Gilead in
executing this Release Agreement, that this Agreement shall be effective as a
bar to each and every claim, demand and cause of action herein specified.  In furtherance of this intention, Surrey-Barbari
hereby expressly waives any and all rights and benefits conferred on her by the
provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, and expressly consents
that this Release 


 


Exhibit A-2

















 


Agreement shall be given full force and effect
according to each and all of its express terms and provisions, including those
related to unknown and unsuspected claims, demands and causes of action, if
any, as well as those related to any other claims, demands and causes of action
herein specified.  SECTION 1542
provides:


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.”


Surrey-Barbari
acknowledges that she may hereafter discover claims or facts in addition to, or
different from, those which she now knows or believes to exist with respect to
the subject matter of this Release Agreement, and which, if known or suspected
at the time of execution of this Agreement, might have materially affected her
decision to enter this Agreement. 
Nevertheless, Surrey-Barbari hereby waives any right, claim or cause of
action which might arise as a result of such additional or different claims or
facts.  Surrey-Barbari acknowledges that
she understands the significance and consequence of such release and such
specific waiver of SECTION 1542.


 


4.             Surrey-Barbari expressly acknowledges and agrees that,
by entering into this Release Agreement, she is waiving any and all rights or
claims that she may have arising under the Age Discrimination in Employment Act
of 1967, as amended, which have arisen on or before the date of execution of
this Agreement.  Surrey-Barbari further
expressly acknowledges and agrees that:


 


Exhibit A-3

















 


a.             In return for this Release
Agreement, she will receive compensation beyond that which she was already
entitled to receive before entering into this Agreement;


 


b.             She is hereby advised in writing by
this Release Agreement to consult with an attorney before signing this
Agreement;


 


c.             She was given a copy of this
Release Agreement on July 11, 2002 and informed that she had 21 days within
which to consider the Agreement, and that she will execute the attached
Acknowledgment and Waiver if she chooses to execute this Release Agreement
before the expiration of the 21-day period; and


 


d.             She was informed that she has seven
(7) days following the date of execution of the Release Agreement in which to
revoke the Agreement.


 


5.             If any provision of this Release
Agreement or any application thereof is held invalid, the invalidity shall not
affect other provisions or applications of this Agreement which can be given
effect without the invalid provision or application.  To this end, the provisions of this Release Agreement are
declared to be severable.


 


6.             This Release Agreement shall be
deemed to have been executed and delivered within the State of California, and
the rights and obligations of the parties under this Agreement shall be
construed and enforced in accordance with, and shall be governed by, the laws
of the State of California without regard to principles of choice of law.


 


7.             Each party has cooperated in the
drafting and preparation of this Release Agreement, and, accordingly, this
Agreement shall not be construed against either party on the basis that said
party was the drafter of this Agreement.


 


 


Exhibit A-4

















 


 


8.             This
Release Agreement may be executed in counterparts, and each executed
counterpart shall have the efficacy of a signed original.  Photographic copies of such executed
counterparts may be used in lieu of the original for any purpose.


 


9.             Surrey-Barbari agrees that any and
all disputes relating to, or in any way connected with this Release Agreement,
shall be resolved through arbitration as set out in the Employment Agreement.


 


10.           No waiver of any breach of any term
or provision of this Release Agreement shall be construed to be, or shall be, a
waiver of any other breach of any term or provision of this Agreement.  No waiver shall be binding unless in writing
and signed by the party waiving the breach.


 


11.           The parties agree to cooperate fully,
execute any supplementary documents, and take all additional actions that may
be necessary or appropriate to give full force and effect to the basic terms
and intent of this Release Agreement, which are not inconsistent with the terms
of this Agreement.


 


 


 


Exhibit A-5

















 


 


12.           Surrey-Barbari acknowledges and
agrees that this Release Agreement is a final and binding agreement between the
parties.  Surrey-Barbari further
acknowledges and agrees that this Release Agreement shall not be subject to
renegotiation at any time in the future.


I declare under penalty
of perjury under the laws of the State of California that I have read the
foregoing Release Agreement and I accept and agree to the provisions in the
Agreement and hereby execute the Agreement voluntarily with full understanding
of its consequences.


 


EXECUTED this _____ day
of _____________, _________, at ____________________, California.


 


	
   

  	
   

  
	
   

  	
  Sharon
  Surrey-Barbari

  



 


 


EXECUTED this _____ day of
______________, __________, at Foster City, California.


 


	
   

  	
   

  	
  GILEAD SCIENCES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Marsha Roberts

  
	
   

  	
   

  	
  Vice
  President-Human Resources

  



 


 


Exhibit A-6

















 


ACKNOWLEDGMENT AND WAIVER


I, Sharon Surrey-Barbari
, hereby acknowledge that I was given 21 days to consider the foregoing Release
Agreement and voluntarily chose to sign the Agreement prior to the expiration
of the 21-day period.


I declare under penalty
of perjury under the laws of the State of California that the foregoing is true
and correct.


EXECUTED this ___________
day of _____________, ______, at _________________, California.


 


	
   

  	
   

  
	
   

  	
  Sharon Surrey-Barbari

  



 


 


 


 


Exhibit
A-7























EXHIBIT B


GENERAL
RELEASE AGREEMENT


(“GENERAL RELEASE B”)


This
General Release Agreement (the “Release Agreement”) is made as of the date set
forth below by and between Ms. Sharon Surrey-Barbari (“Surrey-Barbari”), an
individual, and Gilead Sciences, Inc. (“Gilead”), a corporation.


 


1.             Except for those obligations
created by or arising from this Release Agreement, the Employment Agreement
(including exhibits) to which this Release Agreement is attached, and any other
agreements executed by the parties contemporaneously with their execution of
the Employment Agreement, as well as the Gilead Sciences, Inc. Indemnity
Agreement, option grant agreements previously signed by Surrey-Barbari issued
under the Gilead Sciences, Inc. 1991 Stock Option Plan, and Gilead Sciences,
Inc.’s 401k plan, Surrey-Barbari, on behalf of herself, her descendants,
ancestors, dependents, heirs, executors, administrators, assigns, and
successors, and each of them, hereby covenants not to sue and fully releases
and discharges Gilead and each and any of its subsidiaries, divisions and
affiliates, past, present and future, and each of them, as well as its and
their trustees, directors, officers, shareholders, agents, representatives,
attorneys, insurers, employees, assigns, and successors, past, present and
future, and each of them, hereinafter together and collectively referred to as
“Releasees,” with respect to and from any and all claims, wages, bonuses,
demands, rights, liens, agreements, contracts, covenants, actions, suits,
causes of action, obligations, debts, costs, expenses, attorneys’ fees,
damages, judgments, orders and liabilities of whatever kind or nature in law,
equity or otherwise, whether now known or unknown, suspected or unsuspected,
and whether or not concealed or hidden, excluding any claims for workers’
compensation benefits, which Surrey-Barbari now owns or holds, or has at any
time heretofore owned or held, or may in the future own or hold as against said
Releasees, or 


 


 


 


Exhibit B-1

















 


 


any of them,
including, without limitation, those arising from or in any way connected
with:  Surrey-Barbari’s employment with
Gilead and any of Gilead’s subsidiaries, divisions and affiliates;
Surrey-Barbari’s resignation from such employment; and any other transactions,
occurrences, acts or omissions or any loss, damage or injury whatever, whether
known or unknown, suspected or unsuspected, resulting from any act or omission
by or on the part of said Releasees, or any of them, committed or omitted prior
to the date of execution of this Agreement.


 


2.             Gilead and Surrey-Barbari expressly
deny any violation of any of Gilead’s policies, procedures, state or federal
laws or regulations.  Accordingly, while
this Release Agreement resolves all issues between Surrey-Barbari and Gilead
relating to any alleged violation of Gilead’s policies or procedures or any
state or federal law or regulation, this Agreement does not constitute an
adjudication or finding on the merits and it is not, and shall not be construed
as, an admission by Gilead or Surrey-Barbari of any violation of its policies,
procedures, state or federal laws or regulations.  Moreover, neither this Release Agreement nor anything in this
Agreement shall be construed to be or shall be admissible in any proceeding as
evidence of or an admission by Gilead or Surrey-Barbari of any violation of
Gilead’s policies, procedures, state or federal laws or regulations.  This Release Agreement may be introduced,
however, in any proceeding to enforce the Agreement.


 


3.             It is the intention of Surrey-Barbari and Gilead in
executing this Release Agreement, that this Agreement shall be effective as a
bar to each and every claim, demand and cause of action herein specified.  In furtherance of this intention,
Surrey-Barbari hereby expressly waives any and all rights and benefits
conferred on her by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL
CODE, and expressly consents that this Release 


 


Exhibit B-2

















 


Agreement shall be given full force and effect
according to each and all of its express terms and provisions, including those
related to unknown and unsuspected claims, demands and causes of action, if
any, as well as those related to any other claims, demands and causes of action
herein specified.  SECTION 1542
provides:


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.”


Surrey-Barbari
acknowledges that she may hereafter discover claims or facts in addition to, or
different from, those which she now knows or believes to exist with respect to
the subject matter of this Release Agreement, and which, if known or suspected
at the time of execution of this Agreement, might have materially affected her
decision to enter this Agreement. 
Nevertheless, Surrey-Barbari hereby waives any right, claim or cause of
action which might arise as a result of such additional or different claims or
facts.  Surrey-Barbari acknowledges that
she understands the significance and consequence of such release and such
specific waiver of SECTION 1542.


 


4.             Surrey-Barbari expressly acknowledges and agrees that,
by entering into this Release Agreement, she is waiving any and all rights or
claims that she may have arising under the Age Discrimination in Employment Act
of 1967, as amended, which have arisen on or before the date of execution of
this Agreement.  Surrey-Barbari further
expressly acknowledges and agrees that:


 


Exhibit B-3

















 


a.             In return for this Release
Agreement, she will receive compensation beyond that which she was already
entitled to receive before entering into this Agreement;


 


b.             She is hereby advised in writing by
this Release Agreement to consult with an attorney before signing this
Agreement;


 


c.             She was given a copy of this
Release Agreement on July 11, 2002 and informed that she had 21 days within
which to consider the Agreement, and that she will execute the attached
Acknowledgment and Waiver if she chooses to execute this Release Agreement
before the expiration of the 21-day period; and


 


d.             She was informed that she has seven
(7) days following the date of execution of the Release Agreement in which to
revoke the Agreement.


 


5.             If any provision of this Release
Agreement or any application thereof is held invalid, the invalidity shall not
affect other provisions or applications of this Agreement which can be given
effect without the invalid provision or application.  To this end, the provisions of this Release Agreement are
declared to be severable.


 


6.             This Release Agreement shall be
deemed to have been executed and delivered within the State of California, and
the rights and obligations of the parties under this Agreement shall be
construed and enforced in accordance with, and shall be governed by, the laws
of the State of California without regard to principles of choice of law.


 


7.             Each party has cooperated in the
drafting and preparation of this Release Agreement, and, accordingly, this
Agreement shall not be construed against either party on the basis that said
party was the drafter of this Agreement.


 


 


Exhibit B-4

















 


 


8.             This
Release Agreement may be executed in counterparts, and each executed
counterpart shall have the efficacy of a signed original.  Photographic copies of such executed
counterparts may be used in lieu of the original for any purpose.


 


9.             Surrey-Barbari agrees that any and
all disputes relating to, or in any way connected with this Release Agreement,
shall be resolved through arbitration as set out in the Employment Agreement.


 


10.           No waiver of any breach of any term
or provision of this Release Agreement shall be construed to be, or shall be, a
waiver of any other breach of any term or provision of this Agreement.  No waiver shall be binding unless in writing
and signed by the party waiving the breach.


 


11.           The parties agree to cooperate fully,
execute any supplementary documents, and take all additional actions that may
be necessary or appropriate to give full force and effect to the basic terms
and intent of this Release Agreement, which are not inconsistent with the terms
of this Agreement.


 


12.           Surrey-Barbari acknowledges and
agrees that this Release Agreement is a final and binding agreement between the
parties.  Surrey-Barbari further
acknowledges and agrees that this Release Agreement shall not be subject to
renegotiation at any time in the future.


I declare under penalty
of perjury under the laws of the State of California that I have read the
foregoing Release Agreement and I accept and agree to the provisions in the
Agreement and hereby execute the Agreement voluntarily with full understanding
of its consequences.


 


Exhibit B-5

















 


EXECUTED this _____ day
of _____________, _________, at ____________________, California.


 


	
   

  	
   

  
	
   

  	
  Sharon
  Surrey-Barbari

  



 


 


Exhibit B-6

















 


 


EXECUTED this _____ day
of ______________, __________, at Foster City, California.


 


	
   

  	
   

  	
  GILEAD SCIENCES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Marsha Roberts

  
	
   

  	
   

  	
  Vice
  President-Human Resources

  



 


 


 


Exhibit B-7

















 


ACKNOWLEDGMENT AND WAIVER


I, Sharon Surrey-Barbari
, hereby acknowledge that I was given 21 days to consider the foregoing Release
Agreement and voluntarily chose to sign the Agreement prior to the expiration
of the 21-day period.


I declare under penalty
of perjury under the laws of the State of California that the foregoing is true
and correct.


EXECUTED this ___________
day of _____________, ______, at _________________, California.


 


	
   

  	
   

  
	
   

  	
  Sharon
  Surrey-Barbari

  



 


 


 


Exhibit
B-8