Exhibit
4.6


Gilead Sciences, Inc.


2.00% Convertible Senior Notes due December 15, 2007


 


Registration Rights Agreement


                                                                                                                                                December 18, 2002


 


 


Goldman, Sachs & Co.,


85 Broad Street,


New York, New York 10004.


 


Ladies and Gentlemen:


 


                Gilead
Sciences, Inc., a Delaware corporation (the “Company”), proposes to issue and
sell to the Purchaser (as defined herein) upon the terms set forth in the
Purchase Agreement (as defined herein) its 2.00% Convertible Senior Notes due December 15,
2007 (the “Securities”).  As an inducement to the Purchaser to enter
into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchaser thereunder, the Company agrees with the Purchaser
for the benefit of Holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:


 


                1.             Definitions.


(a)           Capitalized terms used herein without
definition shall have the meanings ascribed to them in the Purchase
Agreement.  As used in this agreement
(the “Agreement”), the following defined terms shall have the following
meanings:


                “Act” or “Securities Act”
means the United States Securities Act of 1933, as amended.


                “Affiliate” of any specified
person means any other person which, directly or indirectly, is in control of,
is controlled by, or is under common control with such specified person.  For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 

















 


                “Closing Date” means the
First Time of Delivery as defined in the Purchase Agreement.


                “Commission” means the United
States Securities and Exchange Commission, or any other federal agency at the
time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.


                “Common Stock” means the
Company’s common stock, par value $0.001 per share, together with any
associated preferred stock purchase rights.


                “DTC” means The Depository
Trust Company.


“Effective
Date” has the meaning assigned
thereto in Section 2(b)(i) hereof.


“Effective
Failure” has the meaning
assigned thereto in Section 7(b) hereof.


                “Effectiveness Period” has
the meaning assigned thereto in Section 2(b)(i) hereof.


                “Effective Time” means the
time at which the Commission declares the Shelf Registration Statement
effective or at which the Shelf Registration Statement otherwise becomes
effective.


                “Electing Holder” has the
meaning assigned thereto in Section 3(a)(iii) hereof.


                “Exchange Act” means the
United States Securities Exchange Act of 1934, as amended.


                “Holder” means, any person
that is the record owner of Registrable Securities (and includes any person
that has a beneficial interest in any Registrable Security in book-entry form).


                “Indenture” means the
Indenture, dated as of December 18, 2002, between the Company and J.P. Morgan
Trust Company, National Association, as amended and supplemented from time to
time in accordance with its terms.


“Liquidated
Damages” has the meaning
assigned thereto in Section 7(a) hereof.


“Managing
Underwriters” means the investment
banker or investment bankers and manager or managers that shall administer an
underwritten offering, if any, conducted pursuant to Section 6 hereof.


                “NASD Rules” means the Rules
of the National Association of Securities Dealers, Inc., as amended from time
to time.


                “Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Appendix A hereto.


                The term “person” means an
individual, partnership, corporation, trust or unincorporated organization, or
a government or agency or political subdivision thereof.


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                “Prospectus” means the
prospectus (including, without limitation, any preliminary prospectus, any
final prospectus and any prospectus that discloses information previously
omitted from a prospectus filed as part of an effective registration statement
in reliance upon Rule 430A under the Act) included in the Shelf
Registration Statement, as amended or supplemented by any prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Shelf Registration Statement and by all other
amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.


                “Purchase Agreement” means
the purchase agreement, dated as of December 13, 2002, between the Purchaser
and the Company relating to the Securities.


                “Purchaser” means Goldman,
Sachs & Co.


                “Registrable Securities”
means all or any portion of the Securities issued from time to time under the
Indenture in registered form and the shares of Common Stock issuable upon
conversion, repurchase or redemption of such Securities; provided, however,
that a security ceases to be a Registrable Security when it is no longer a
Restricted Security.


“Registration
Default” has the meaning
assigned thereto in Section 7(a) hereof.


                “Restricted Security” means
any Security or share of Common Stock issuable upon conversion thereof except
any such Security or share of Common Stock that (i) has been effectively
registered under the Securities Act and sold in a manner contemplated by the
Shelf Registration Statement, (ii) has been transferred in compliance with
Rule 144 under the Securities Act (or any successor provision thereto) or is
transferable pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto), or (iii) has otherwise been transferred and a new
Security or share of Common Stock not subject to transfer restrictions under
the Securities Act has been delivered by or on behalf of the Company in
accordance with Section ·
of the Indenture.


                “Rules and Regulations”
means the published rules and regulations of the Commission promulgated under
the Securities Act or the Exchange Act, as in effect at any relevant time.


                “Shelf Registration”
means a registration effected pursuant to Section 2 hereof.


                “Shelf Registration Statement”
means a “shelf” registration statement filed under the Securities Act providing
for the registration of, and the sale on a continuous or delayed basis by the
Holders of, all of the Registrable Securities pursuant to Rule 415 under the
Securities Act and/or any similar rule that may be adopted by the Commission, filed
by the Company pursuant to the provisions of Section 2 of this Agreement,
including the Prospectus contained therein, any amendments and supplements to
such registration statement, including post-effective amendments, and all
exhibits and all material incorporated by reference in such registration
statement.


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                “Trust Indenture Act” means
the Trust Indenture Act of 1939, or any successor thereto, and the rules,
regulations and forms promulgated thereunder, as the same shall be amended from
time to time.


                The term “underwriter” means any
underwriter of Registrable Securities in connection with an offering thereof
under a Shelf Registration Statement.


                (b)           Wherever there is a reference in this Agreement to a
percentage of the “principal amount” of Registrable Securities or to a
percentage of Registrable Securities, Common Stock shall be treated as
representing the principal amount of Securities that was surrendered for
conversion or exchange in order to receive such number of shares of Common
Stock.


                2.             Shelf Registration.


(a)           The Company shall, no later than 90
calendar days following the Closing Date, file with the Commission a Shelf
Registration Statement relating to the offer and sale of the Registrable Securities
by the Holders from time to time in accordance with the methods of distribution
elected by such Holders and set forth in such Shelf Registration Statement and,
thereafter, shall use its reasonable best efforts to cause such Shelf
Registration Statement to be declared effective under the Act no later than 180
calendar days following the Closing Date;  provided, however,
that the Company may, upon written notice to all Holders, postpone having the
Shelf Registration Statement declared effective for a reasonable period not to
exceed 90 days if the Company possesses material non-public information, the
disclosure of which would have a material adverse effect on the Company and its
subsidiaries taken as a whole; provided, further, however, that no Holder
shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the Prospectus forming a part thereof for
resales of Registrable Securities unless such Holder is an Electing Holder.


                (b)           The Company shall use its reasonable best efforts:


(i)            to
keep the Shelf Registration Statement continuously effective in order to permit
the Prospectus forming a part thereof to be usable by Holders until the
earliest of (1) the sale of all Registrable Securities registered under the
Shelf Registration Statement; (2) the expiration of the period referred to
in Rule 144(k) under the Act with respect to all Registrable Securities held by
Persons that are not Affiliates of the Company; and (3) two years from the
date (the “Effective Date”) such Shelf Registration Statement is declared
effective (such period being referred to herein as the “Effectiveness Period”);


(ii)           after
the Effective Time of the Shelf Registration Statement, as promptly as is
practicable upon the request of any Holder of Registrable Securities that is
not then an Electing Holder, to take any action reasonably necessary to enable
such Holder to use the Prospectus forming a part thereof for offers and resales
of Registrable Securities, including, without limitation, any action necessary
to identify such Holder as a selling securityholder in the Shelf Registration
Statement; provided,
however, that nothing in this subparagraph shall relieve such Holder
of the obligation to return a


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completed
and signed Notice and Questionnaire to the Company in accordance with Section
3(a)(ii) hereof; and


(iii)          if
at any time the Securities, pursuant to Article · of the Indenture, are
convertible into securities other than Common Stock, to cause, or to cause any
successor under the Indenture to cause, such securities to be included in the
Shelf Registration Statement no later than the date on which the Securities may
then be convertible into such securities.


The
Company shall be deemed not to have used its reasonable best efforts to keep
the Shelf Registration Statement effective during the periods specified in
Section 2(b) above if the Company voluntarily takes any action that would
result in Holders of Registrable Securities covered thereby not being able to
offer and sell any of such Registrable Securities during that period,
unless such action is (A) required by applicable law and the Company
thereafter promptly complies with the requirements of paragraph 3(j) below or
(B) permitted pursuant to Section 2(c) below.


                (c)           The Company may suspend the use of the Prospectus for a
period not to exceed 30 days in any 90-day period or an aggregate of 90 days in
any 12-month period if the Board of Directors of the Company shall have
determined in good faith that because of valid business reasons (not including
avoidance of the Company’s obligations hereunder), including the acquisition or
divestiture of assets, pending corporate developments and similar events, it is
in the best interests of the Company to suspend such use, and prior to
suspending such use the Company provides the Holders with written notice of
such suspension, which notice need not specify the nature of the event giving
rise to such suspension.


                3.             Registration Procedures.  In connection with the Shelf Registration
Statement, the following provisions shall apply:


                (a) (i)       Not less than 30 calendar days prior to the Effective Time of
the Shelf Registration Statement, the Company shall mail the Notice and
Questionnaire to the Holders of Registrable Securities.  No Holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement as of the Effective
Time, and no Holder shall be entitled to use the Prospectus forming a part
thereof for offers and resales of Registrable Securities at any time, unless
such Holder has returned a completed and signed Notice and Questionnaire to the
Company by the deadline for response set forth therein; provided, however, Holders
of Registrable Securities shall have at least 28 calendar days from the date on
which the Notice and Questionnaire is first mailed to such Holders to return a
completed and signed Notice and Questionnaire to the Company.


                (ii)           After the Effective Time of the Shelf Registration
Statement, the Company shall, upon the request of any Holder of Registrable
Securities that is not then an Electing Holder, promptly send a Notice and
Questionnaire to such Holder.  The
Company shall not be required to take any action to name such Holder as a
selling securityholder in the Shelf Registration Statement or to enable such
Holder to use the 


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Prospectus
forming a part thereof for offers or resales of Registrable Securities until
such Holder has returned a completed and signed Notice and Questionnaire to the
Company.


                (iii)          The term “Electing Holder” shall mean any Holder of
Registrable Securities that has returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii)
hereof.


                (b)           The Company shall furnish to each Electing Holder, prior
to the Effective Time, a copy of the Shelf Registration Statement initially
filed with the Commission, and shall furnish to such Holders, prior to the
filing thereof with the Commission, copies of each amendment thereto and each
amendment or supplement, if any, to the Prospectus included therein, and shall
use its reasonable best efforts to reflect in each such document, at the
Effective Time or when so  filed  with the Commission, as the case may be,
such comments as such Holders and Counsel to the Holders reasonably may
propose.


(c)           Subject to the Company’s rights under
Section 2(c), the Company shall as promptly as practicable take such
action as may be necessary so that (i) each of the Shelf Registration
Statement and any amendment thereto and the Prospectus forming a part thereof
and any amendment or supplement thereto (and each report or other document
incorporated therein by reference in each case) complies in all material
respects with the Securities Act and the Exchange Act and the respective rules
and regulations thereunder, (ii) each of the Shelf Registration Statement
and any amendment thereto does not, when it becomes effective, contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
and (iii) the Prospectus forming a part of the Shelf Registration
Statement, as supplemented, if applicable, does not at any time during the
Effectiveness Period include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.


                (d)            The Company shall as promptly as is practicable
advise each Electing Holder, and shall confirm such advice in writing if
so requested by any such Electing Holder:


                (i)            when a Shelf Registration Statement and any amendment
thereto has been filed with the Commission and when a Shelf Registration
Statement or any post-effective amendment thereto has become effective, in each
case making a public announcement thereof by release made to Reuters Economic
Services and Bloomberg Business News;


                (ii)           of any request by the Commission for amendments to the
Shelf Registration Statement or supplements to the Prospectus included therein
or for additional information;


                (iii)          of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for such purpose;


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                (iv)          of the receipt by the Company of any notification with
respect to the suspension of the qualification of the securities included in
the Shelf Registration Statement for sale in any jurisdiction or the initiation
of any proceeding for such purpose; and


                (v)           of the happening of any event or the existence of any
state of facts that requires the making of any changes in the Shelf
Registration Statement or the Prospectus included therein so that, as of such
date, such Shelf Registration Statement and Prospectus do not contain an untrue
statement of a material fact and do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case
of the Prospectus, in light of the circumstances under which they were made)
not misleading (which advice shall be accompanied by an instruction to such
Holders to suspend the use of the Prospectus until the requisite changes have
been made).


                (e)           The Company shall use its reasonable best efforts to
prevent the issuance, and if issued to obtain the withdrawal at the earliest
possible time, of any order suspending the effectiveness of the Shelf
Registration Statement.


                (f)            The Company shall furnish to each Electing Holder,
without charge, at least one copy of the Shelf Registration Statement and all
post-effective amendments thereto, including financial statements and
schedules, and, if such Electing Holder so requests in writing, all reports,
other documents and exhibits that are filed with or incorporated by reference
in the Shelf Registration Statement.


                (g)           The Company shall, during the Effectiveness Period,
deliver to each Electing Holder, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) included in the Shelf
Registration Statement and any supplement thereto as such Electing Holder may
reasonably request; and the Company consents (except during the periods
specified in Section 2(c) above or during the continuance of any event
described in Section 3(d)(v) above) to the use of the Prospectus and any
supplement thereto by each of the Electing Holders in connection with the
offering and sale of the Registrable Securities covered by the Prospectus and
any supplement thereto during the Effectiveness Period.


                (h)           Prior to any offering of Registrable Securities pursuant
to the Shelf Registration Statement, the Company shall (i) register or qualify
or cooperate with the Electing Holders and their respective counsel in
connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or “blue sky” laws of such
jurisdictions within the United States as any Electing Holder may reasonably
request, (ii) keep such registrations or qualifications in effect and comply
with such laws so as to permit the continuance of offers and sales in such
jurisdictions for so long as may be necessary to enable any Electing Holder or
underwriter, if any, to complete its distribution of Registrable Securities
pursuant to the Shelf Registration Statement, and (iii) take any and all other
actions necessary or advisable to enable the disposition in such jurisdictions
of such Registrable Securities; provided, however, that in no event
shall the Company be obligated to (A) qualify as a foreign corporation or as a
dealer in


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securities
in any jurisdiction where it would not otherwise be required to so qualify but
for this Section 3(h) or (B) file any general consent to service of process in
any jurisdiction where it is not as of the date hereof so subject.


                (i)            Unless any Registrable Securities shall be in book-entry
only form, the Company shall cooperate with the Electing Holders to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities to be sold pursuant to the Shelf Registration Statement, which
certificates, if so required by any securities exchange upon which any
Registrable Securities are listed, shall be penned, lithographed or engraved,
or produced by any combination of such methods, on steel engraved borders, and
which certificates shall be free of any restrictive legends and in such permitted
denominations and registered in such names as Electing Holders may request in
connection with the sale of Registrable Securities pursuant to the Shelf
Registration Statement.


                (j)            Subject to the Company’s exercise of its rights under
Section 2(c), upon the occurrence of any fact or event contemplated by
paragraph 3(d)(v) above, the Company shall as promptly as practicable prepare a
post-effective amendment to any Shelf Registration Statement or supplement to
the related Prospectus or file any other required document so that, as
thereafter delivered to purchasers of the Registrable Securities included
therein, the Prospectus will not include an untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.  If the Company notifies the Electing Holders
of the occurrence of any fact or event contemplated by paragraph 3(d)(v) above,
the Electing Holder shall suspend the use of the Prospectus until the requisite
changes to the Prospectus have been made.


                (k)           Not later than the Effective Time of the Shelf
Registration Statement, the Company shall provide a CUSIP number for the
Registrable Securities that are debt securities.


                (l)            The Company shall use its reasonable best efforts to
comply with all applicable Rules and Regulations, and to make generally
available to its securityholders as soon as practicable, but in any event not
later than eighteen months after (i) the effective date (as defined in Rule
158(c) under the Securities Act) of the Shelf Registration Statement,
(ii) the effective date of each post-effective amendment to the Shelf
Registration Statement, and (iii) the date of each filing by the Company with
the Commission of an Annual Report on Form 10-K that is incorporated by
reference in the Shelf Registration Statement, an earning statement of the
Company and its subsidiaries complying with Section 11(a) of the
Securities Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158).


                (m)          Not later than the Effective Time of the Shelf Registration
Statement, the Company shall cause the Indenture to be qualified under the
Trust Indenture Act; in connection with such qualification, the Company shall
cooperate with the Trustee under the Indenture and the Holders (as defined in
the Indenture) to effect such changes to the Indenture as may be required for
such Indenture to be so qualified in accordance with the terms of the Trust


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Indenture
Act; and the Company shall execute, and shall use reasonable efforts to cause
the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner.  In the event that any such amendment or
modification referred to in this Section 3(m) involves the appointment of
a new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.


                (n)           In the event of an underwritten offering conducted
pursuant to Section 6 hereof, the Company shall, if requested, promptly include
or incorporate in a Prospectus supplement or post-effective amendment to the
Shelf Registration Statement such information as the Managing Underwriters
reasonably agree should be included therein and to which the Company does not
reasonably object and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as practicable after it is
notified of the matters to be included or incorporated in such Prospectus
supplement or post-effective amendment.


                (o)           The Company shall enter into such customary agreements
(including an underwriting agreement in customary form in the event of an
underwritten offering conducted pursuant to Section 6 hereof) and take all
other appropriate action in order to expedite and facilitate the registration and
disposition of the Registrable Securities, and in connection therewith, if an
underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures substantially identical in substance
to those set forth in Section 5 hereof with respect to all parties to be
indemnified pursuant to Section 5 hereof.


(p)           The Company shall:


(i) 
Make available for inspection by any Electing Holders, any underwriter
participating in any disposition pursuant to the Shelf Registration Statement,
if any, and any attorney, accountant or other agent retained by any such
Electing Holders or any such underwriters (collectively, the “Inspectors”), at
the offices where normally kept, during reasonable business hours at such time
or times as shall be mutually convenient for the Company and the Inspectors as
a group, all financial and other records, pertinent corporate documents and
instruments of the Company and its subsidiaries (collectively, the “Records”)
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Company and its subsidiaries to supply all information reasonably requested
by any such Inspector in connection with such Shelf Registration
Statement.  Records that the Company
determines, in good faith, to be confidential and any Records that it notifies
the Inspectors are confidential shall not be disclosed or used by any
Inspector, unless (A) the disclosure of such Records is necessary to avoid
or correct a material misstatement or material omission in such Shelf
Registration Statement, (B) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction,
(C) disclosure of such information is made in a court proceeding or
required by law or (D) the information in such Records has been made
generally available to the public other than through the acts of such Inspector
or as a


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result
of a breach of this Agreement; provided, however, that prior notice shall be
provided as soon as practicable to the Company of the potential disclosure of
any information by such Inspector pursuant to clauses (B) or (C) of this
sentence to permit the Company to obtain a protective order (or waive the
provisions of this paragraph (i)) and that such Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and
interests of any Electing Holder or Inspector; provided, further, that prior to
the disclosure to any Inspector of any Records that the Company determines, in
good faith, to be confidential, the Company may require such Inspector to
execute a confidentiality agreement whereby such Inspector shall agree to the
limitations on the disclosure of the Record to the extent provided above;


(ii)           in connection with any underwritten
offering conducted pursuant to Section 6 hereof, make such representations
and warranties to the Managing Underwriters, in form, substance and scope as
are customarily made by issuers to underwriters in primary underwritten
offerings of equity and convertible debt securities and covering matters
including, but not limited to, those set forth in the Purchase Agreement;


(iii)          in
connection with any underwritten offering conducted pursuant to Section 6
hereof, obtain opinions of counsel to the Company (which counsel and opinions
(in form, scope and substance) shall be reasonably satisfactory to the Managing
Underwriters) addressed to the underwriters, covering such matters as are
customarily covered in opinions requested in primary underwritten offerings of
equity and convertible debt securities.In addition, counsel to the Company
shall provide a letter to the underwriters stating that nothing came to such
counsel’s attention that as of each Time of Delivery and as of the Effective
Time of the Shelf Registration Statement or most recent post-effective
amendment thereto, as the case may be, the Shelf Registration Statement,
including the documents incorporated by reference therein, contained any untrue
statement of a material fact or the omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading and
the Prospectus, including the documents incorporated by reference therein,
contained any untrue statement of a material fact or the omission of a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;;


(iv)          in
connection with any underwritten offering conducted pursuant to Section 6
hereof, obtain “cold comfort” letters and updates thereof from the independent
public accountants of the Company (and, if necessary, from the independent
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Shelf Registration Statement), addressed to the
underwriters, in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with primary underwritten
offerings;


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                (v)           in connection with any underwritten offering conducted
pursuant to Section 6 hereof, deliver such documents and certificates as
may be reasonably requested by the Managing Underwriters, if any, including,
without limitation, certificates to evidence compliance with Section 3(j)
hereof and with any conditions contained in the underwriting agreement or other
agreements entered into by the Company.


                (q)           The Company will use its best efforts to cause the Common
Stock issuable upon conversion of the Securities to be listed for quotation on
the Nasdaq National Market System or other stock exchange or trading system on
which the Common Stock primarily trades on or prior to the Effective Time of
the Shelf Registration Statement hereunder.


 


                (r)            The Company shall use reasonable best efforts to take all
other steps necessary to effect the registration, offering and sale of the
Registrable Securities covered by the Shelf Registration Statement contemplated
hereby.


                4.             Registration Expenses.  Except as otherwise provided in Section 3,
the Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 2, 3 and 6 hereof and shall bear
or reimburse the Electing Holders for the reasonable fees and disbursements of
a single counsel selected by a plurality of all Electing Holders who own an
aggregate of not less than 25% of the Registrable Securities covered by the Shelf
Registration Statement to act as counsel therefor in connection therewith
(“Counsel to the Holders”).  Each
Electing Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Electing
Holder’s Registrable Securities pursuant to the Shelf Registration Statement.


                5.             Indemnification and Contribution.


                (a)           Indemnification by the Company.  Upon the registration of the Registrable
Securities pursuant to Section 2 hereof, the Company shall indemnify and hold
harmless each Electing Holder and each underwriter, selling agent or other
securities professional, if any, which facilitates the disposition of
Registrable Securities, and each of their respective officers and directors and
each person who controls such Electing Holder, underwriter, selling agent or
other securities professional within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (each such person being
sometimes referred to as an “Indemnified Person”) against any losses, claims,
damages or liabilities, joint or several, to which such Indemnified Person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Shelf Registration Statement under which such Registrable
Securities are registered under the Securities Act, or any Prospectus contained
therein or furnished by the Company to any Indemnified Person, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Company
hereby agrees to reimburse such Indemnified Person for any legal or other
expenses reasonably


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incurred
by it in connection with investigating or defending any such action or claim as
such expenses are incurred; provided, however, that the Company
shall not be liable to any such Indemnified Person in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such Shelf Registration Statement or Prospectus, or amendment
or supplement, in reliance upon and in conformity with written information
furnished to the Company by such Indemnified Person expressly for use therein; provided,
further,
that the Company shall not be liable to any Indemnified Person under the
indemnity agreement in this subsection (a) with respect to any preliminary
prospectus to the extent that any such loss, claim, damage or liability of such
Indemnified Person results from the fact that such Indemnified Person sold
Registrable Securities to a person as to whom it shall be established that
there was not sent or given, at or prior to the written confirmation of such
sale, a copy of the final prospectus (excluding documents incorporated by
reference) in any case where such delivery is required by the Securities Act if
the Company has previously furnished copies thereof in sufficient quantity and
on a timely basis to such Indemnified Party and the loss, claim, damage or
liability of such Indemnified Person results from an untrue statement or
alleged untrue statement of material fact or omission or alleged omission of a
material fact contained in the preliminary prospectus which was identified in
writing (including email) at or prior to the time of delivery of the final
prospectus to such Indemnified Party and corrected in the final prospectus; provided,
further, that the Company shall not be liable to any Indemnified
Person under the indemnity agreement in this subsection (a) to the extent
that it shall be established that any such loss, claim, damage or liability of
such Indemnified Person results from the fact that such Indemnified Person sold
Registrable Securities after such Indemnified Person had received written
notice from the Company that the use of such Prospectus was suspended as
provided in Section 3(d)(v) hereof and such loss, claim, damage or liability
was directly caused by the events or the existence of any state of facts that
gave rise to such suspension.


                (b)           Indemnification by the Electing Holders and any
Agents and Underwriters. 
Each Electing Holder agrees, as a consequence of the inclusion of any of
such Electing Holder’s Registrable Securities in such Shelf Registration
Statement, and each underwriter, selling agent or other securities
professional, if any, which facilitates the disposition of Registrable
Securities shall agree, as a consequence of facilitating such disposition of
Registrable Securities, severally and not jointly, to (i) indemnify and hold
harmless the Company, its directors, officers who sign any Shelf Registration
Statement and each person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
against any losses, claims, damages or liabilities to which the Company or such
other persons may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in such Shelf Registration Statement or
Prospectus, or any amendment or supplement, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by such Electing Holder, underwriter, selling agent or other securities
professional expressly for 


12

















 


use
therein, and (ii) reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.


                (c)           Notices of Claims, Etc.  Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this Section 5, notify such
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under the indemnification provisions
of or contemplated by subsection (a) or (b) above.  In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof,
such indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, such indemnifying party shall not be liable to such
indemnified party under this Section 5 for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party
shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.


                (d)           Contribution.  If the indemnification provided for in this Section 5 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. 
The relative fault of such indemnifying party and indemnified party shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by such indemnifying
party or by such indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro rata allocation (even if the
Electing Holders or any underwriters, selling agents or other securities
professionals or all of 


13

















 


them
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 5(d).  The amount
paid or payable by an indemnified party as a result of the losses, claims, damages
or liabilities (or actions in respect thereof) referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
The obligations of the Electing Holders and any underwriters, selling
agents or other securities professionals in this Section 5(d) to contribute
shall be several in proportion to the percentage of principal amount of
Registrable Securities registered or underwritten, as the case may be, by them
and not joint.


                (e)           Notwithstanding any other provision of this Section 5, in
no event will any (i) Electing Holder be required to undertake liability to any
person under this Section 5 for any amounts in excess of the dollar amount of
the proceeds to be received by such Holder from the sale of such Holder’s
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Shelf Registration Statement under which
such Registrable Securities are to be registered under the Securities Act and
(ii) underwriter, selling agent or other securities professional be
required to undertake liability to any person hereunder for any amounts in
excess of the discount, commission or other compensation payable to such
underwriter, selling agent or other securities professional with respect to the
Registrable Securities underwritten by it and distributed to the public.


                (f)            The obligations of the Company under this Section 5 shall
be in addition to any liability which the Company may otherwise have to any
Indemnified Person and the obligations of any Indemnified Person under this
Section 5 shall be in addition to any liability which such Indemnified
Person may otherwise have to the Company. 
The remedies provided in this Section 5 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity.


                6.             Underwritten Offering.  Any Holder of Registrable Securities who
desires to do so may sell Registrable Securities (in whole or in part) in an
underwritten offering; provided that (i) the Electing
Holders of at least 33-1/3% in aggregate principal amount of the Registrable
Securities then covered by the Shelf Registration Statement shall request such
an offering and (ii) at least such aggregate principal amount of such
Registrable Securities shall be included in such offering; and provided
further that the Company shall not be obligated to cooperate with
more than one underwritten offering during the Effectiveness Period.  Upon receipt of such a request, the Company
shall provide all Holders of Registrable Securities written notice of the
request, which notice shall inform such Holders that they have the opportunity
to participate in the offering.  In any
such underwritten offering, the investment banker or bankers and manager or
managers that will administer the offering will be selected by, and the
underwriting arrangements with respect thereto (including the size of the
offering) will be approved by, the holders of a majority of the Registrable
Securities to be included in such offering; provided, however, that such
investment bankers and managers and underwriting arrangements must be 


14

















 


reasonably
satisfactory to the Company.  No Holder
may participate in any underwritten offering contemplated hereby unless
(a) such Holder agrees to sell such Holder’s Registrable Securities to be
included in the underwritten offering in accordance with any approved
underwriting arrangements, (b) such Holder completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of
such approved underwriting arrangements, and (c) if such Holder is not
then an Electing Holder, such Holder returns a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within
a reasonable amount of time before such underwritten offering.  The Holders participating in any
underwritten offering shall be responsible for any underwriting discounts and
commissions and fees and, subject to Section 4 hereof, expenses of their own
counsel.  The Company shall pay all
expenses customarily borne by issuers in an underwritten offering, including
but not limited to filing fees, the fees and disbursements of its counsel and
independent public accountants and any printing expenses incurred in connection
with such underwritten offering. 
Notwithstanding the foregoing or the provisions of Section 3(n) hereof,
upon receipt of a request from the Managing Underwriter or a representative of
holders of a majority of the Registrable Securities to be included in an
underwritten offering to prepare and file an amendment or supplement to the
Shelf Registration Statement and Prospectus in connection with an underwritten
offering, the Company may delay the filing of any such amendment or supplement
for up to 90 days if the Board of Directors of the Company shall have
determined in good faith that the Company has a bona fide business reason for
such delay.


7.             Liquidated Damages.


(a)           Pursuant to Section 2(a) hereof, the
Company may, upon written notice to all the Holders, postpone having the Shelf
Registration Statement declared effective for a reasonable period not to exceed
90 days if the Company possesses material non-public information, the
disclosure of which would have a material adverse effect on the Company and its
subsidiaries taken as a whole. 
Notwithstanding any such postponement, if (i) on or prior to the 90th
day following the Closing Date, a Shelf Registration Statement has not been
filed with the Commission or (ii) on or prior to the 180th day following the
Closing Date, such Shelf Registration Statement is not declared effective by
the Commission (each, a “Registration Default”), the Company shall be required
to pay liquidated damages (“Liquidated Damages”), from and including the day
following such Registration Default until such Shelf Registration Statement is
either so filed or so filed and subsequently declared effective, as applicable,
at a rate per annum equal to an additional one-quarter of one percent (0.25%)
of the principal amount of Registrable Securities, to and including the 90th
day following such Registration Default and one-half of one percent (0.5%) thereof
from and after the 91st day following such Registration Default.


                (b)           In the event that the Shelf Registration Statement ceases
to be effective (or the Holders of Registrable Securities are otherwise
prevented or restricted by the Company from effecting sales pursuant thereto)
(an “Effective Failure”) for more than 30 days, whether or not consecutive, in
any 90-day period, or for more than 90 days, whether or not consecutive, during
any 12-month period, then the Company shall pay Liquidated Damages at a rate
per annum 


15

















 


equal
to an additional one-half of one percent (0.5%) of the principal amount of
Registrable Securities from the 31st day upon which an Effective Failure occurs
in any 90-day period or the 91st day upon which an Effective Failure occurs in
any 12-month period, as the case may be, until the earlier of (i) the time
the Shelf Registration Statement again becomes effective or the Holders of
Registrable Securities are again able to make sales under the Shelf
Registration Statement or (ii) the time the Effectiveness Period
expires.  For the purpose of determining
an Effective Failure, days on which the Company has been obligated to pay
Liquidated Damages in accordance with the foregoing in respect of a prior
Effective Failure within the applicable 90-day or 12-month period, as the case
may be, shall not be included.


(c)           In the event the Company fails to
file a post-effective amendment to the Shelf Registration Statement, or the
post-effective amendment is not declared effective, within the periods required
by Section 2, the Company shall pay Liquidated Damages at a rate per annum
equal to an additional one-half of one percent (0.5%) of the principal amount
of Registrable Securities from and including the date of such Registration
Default until such time as such Registration Default is cured.


(d)           Any amounts to be paid as Liquidated
Damages pursuant to paragraphs (a), (b) or (c) of this Section 7 shall be
paid semi-annually in arrears, with the first semi-annual payment due on the
first Interest Payment Date (as defined in the Indenture), as applicable,
following (i) in the case of said paragraph (a) and (c), the date of such
Registration Default or (ii) in the case of said paragraph (b), the 31st
day upon which an Effective Failure occurs in any 90-day period or the 91st day
upon which an Effective Failure occurs in any 12-month period, as the case may
be.  Such Liquidated Damages will accrue
(1) in respect of the Securities at the rates set forth in paragraphs (a),
(b) or (c) of this Section 7, as applicable, on the principal amount of the
Securities and (2) in respect of the Common Stock issued upon conversion
of the Securities, at the rates set forth in paragraphs (a), (b) or (c) of this
Section 7, as applicable, applied to the Conversion Price (as defined in
the Indenture) at that time.


(e)           Except as provided in
Section 8(b) hereof, the Liquidated Damages as set forth in this Section 7
shall be the exclusive monetary remedy available to the Holders of Registrable
Securities for such Registration Default or Effective Failure.  In no event shall the Company be required to
pay Liquidated Damages in excess of the applicable maximum amount of one-half
of one percent (0.5%) set forth above, regardless of whether one or multiple
Registration Defaults exist.  No Holder
shall be entitled to Liquidated Damages hereunder unless such Holder has
complied with its obligations to furnish information and documents required by
this Agreement.


8.             Miscellaneous.


                (a)           Other Registration Rights.  The Company may grant registration rights
that would permit any person that is a third party the right to piggy–back
on any Shelf Registration Statement, provided that if the Managing Underwriter
of any underwritten offering conducted pursuant to Section 6 hereof
notifies the Company and the Electing Holders that the total amount of
securities which the Electing Holders and the holders of such piggy–back
rights intend to include in any Shelf Registration Statement is so large as to
materially threaten the success of such offering (including the price at which
such securities can be sold), then, subject to any rights existing as of the
date hereof, the amount, number or kind of securities to be offered for the
account of holders of such piggy–back rights 


16

















 


will
be reduced to the extent necessary to reduce the total amount of securities to
be included in such offering to the amount, number and kind recommended by the
Managing Underwriter prior to any reduction in the amount of Registrable
Securities to be included in such Shelf Registration Statement.


                (b)           Specific Performance.  The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchaser and the Holders from time to time
may be irreparably harmed by any such failure, and accordingly agree that the
Purchaser and such Holders, in addition to any other remedy to which they may
be entitled at law or in equity and without limiting the remedies available to
the Electing Holders under Section 7 hereof, shall be entitled to compel
specific performance of the obligations of the Company under this Registration
Rights Agreement in accordance with the terms and conditions of this
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.


                (c)           Amendments and Waivers.  This Agreement, including this Section 8(c),
may be amended, and waivers or consents to departures from the provisions
hereof may be given, only by a written instrument duly executed by the Company
and the holders of a majority in aggregate principal amount of Registrable
Securities then outstanding.  Each
Holder of Registrable Securities outstanding at the time of any such amendment,
waiver or consent or thereafter shall be bound by any amendment, waiver or
consent effected pursuant to this Section 8(c), whether or not any notice,
writing or marking indicating such amendment, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.


                (d)           Notices. 
All notices and other communications provided for or permitted hereunder
shall be given as provided in the Indenture.


                (e)           Parties in Interest.  The parties to this Agreement intend that
all Holders of Registrable Securities shall be entitled to receive the benefits
of this Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities which are included in a Shelf Registration
Statement.  All the terms and provisions
of this Agreement shall be binding upon, shall inure to the benefit of and
shall be enforceable by the respective successors and assigns of the parties
hereto and any Holder from time to time of the Registrable Securities to the
aforesaid extent.  In the event that any
transferee of any Holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be entitled to receive the benefits of and, if an Electing Holder, be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement to the aforesaid extent.


                (f)            Counterparts.  This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be 


17

















 


deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


                (g)           Headings. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


                (h)           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


                (i)            Severability.  In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.


                (j)            Survival. 
The respective indemnities, agreements, representations, warranties and
other provisions set forth in this Agreement or made pursuant hereto shall
remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Electing
Holder, any director, officer or partner of such Holder, any agent or
underwriter, any director, officer or partner of such agent or underwriter, or
any controlling person of any of the foregoing, and shall survive the transfer
and registration of the Registrable Securities of such Holder.


18

















 


                Please confirm that the
foregoing correctly sets forth the agreement between the Company and you.


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Gilead Sciences, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ John F. Milligan, Ph.D.

  
	
   

  	
   

  	
  Name: John F. Milligan

  
	
   

  	
   

  	
  Title: Senior Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Accepted as of the date hereof:

  	
   

  	
   

  
	
  Goldman, Sachs & Co.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Goldman, Sachs & Co.

  	
   

  	
   

  
	
  (Goldman, Sachs & Co.)

  	
   

  	
   

  



 


 


19

















 


Appendix A


 


 


 


Gilead Sciences,
Inc.


 


 


INSTRUCTION TO DTC
PARTICIPANTS


 


__________, 20__


 


URGENT - IMMEDIATE ATTENTION
REQUESTED


 


DEADLINE FOR RESPONSE: ________


 


 


                                The Depository
Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the Gilead Sciences, Inc. (the “Company”) 2.00%
Convertible Senior Notes due December 15, 2007 (the “Securities”) are held.


                                The Company is
in the process of registering the Securities under the Securities Act of 1933
for resale by the beneficial owners thereof. 
In order to have their Securities included in the registration
statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.


                                It is
important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by _________. 
Please forward a copy of the enclosed documents to each beneficial owner
that holds interests in the Securities through you.  If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact Gregg Alton, Gilead
Sciences, Inc., 333 Lakeside Drive, Foster City, California 94404, (650)
574-3000 or (650) 522-5783.


 

















 


Gilead Sciences,
Inc.


 


 


 


Notice of
Registration Statement


and


Selling
Securityholder Questionnaire


 


 


__________, 20__


 


 


                                Gilead Sciences,
Inc. (the “Company”)
has filed with the United States Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-3 (the “Shelf
Registration Statement”) for the registration and resale under
Rule 415 of the United States Securities Act of 1933, as amended (the “Securities
Act”), of the Company’s 2.00% Convertible Senior Notes due December
15, 2007 (the “Securities”) and the shares of common stock, par value
$0.001 per share (the “Common Stock”), issuable upon conversion
thereof, in accordance with the Registration Rights Agreement, dated as of the
date of original issuance of the Securities (the “Registration Rights Agreement”),
between the Company and the purchaser named therein.  A copy of the Registration Rights Agreement is attached hereto.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.


                                In order to have
Registrable Securities included in the Shelf Registration Statement (or a
supplement or amendment thereto), this Notice of Registration Statement and
Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be
completed, executed and delivered to the Company at the address set forth
herein for receipt ON OR BEFORE                      . 
Beneficial owners of Registrable Securities who do not complete, execute
and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of
Registrable Securities.


                                Certain legal
consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. 
Accordingly, holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.


 

















 


                                The term “Registrable
Securities” is defined in the Registration Rights Agreement to
mean all or any portion of the Securities issued from time to time under the
Indenture in registered form and the shares of Common Stock issuable upon
conversion of such Securities; provided, however, that a security
ceases to be a Registrable Security when it is no longer a Restricted Security.


                                The term “Restricted
Security” is defined in the Registration Rights Agreement to mean any
Security or share of Common Stock issuable upon conversion thereof except any
such Security or share of Common Stock which (i) has been effectively
registered under the Securities Act and sold in a manner contemplated by the
Shelf Registration Statement, (ii) has been transferred in compliance with
Rule 144 under the Securities Act (or any successor provision thereto) or is
transferable pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto), or (iii) has otherwise been transferred and a new
Security or share of Common Stock not subject to transfer restrictions under
the Securities Act has been delivered by or on behalf of the Company in
accordance with the Indenture.


ELECTION


                                The undersigned
holder (the “Selling Securityholder”) of Registrable Securities hereby elects
to include in the Shelf Registration Statement the Registrable Securities
beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning
this Notice and Questionnaire, agrees to be bound with respect to such Registrable
Securities by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement, including, without limitation, Section 5 of the
Registration Rights Agreement, as if the undersigned Selling Securityholder
were an original party thereto.


                                Upon any sale of
Registrable Securities pursuant to the Shelf Registration Statement, the
Selling Securityholder will be required to deliver to the Company and the
Trustee the Notice of Transfer (completed and signed) set forth in Exhibit 1 to
this Notice and Questionnaire.


                                The Selling
Securityholder hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete:


 


2

















 


QUESTIONNAIRE


 


(1)          (a)       Full Legal Name of Selling
Securityholder:


                                                                                                                                                                                                                                                                        


                        (b)       Full Legal Name of Registered Holder (if
not the same as in (a) above) of Registrable Securities Listed in Item (3)
Below:


                                                                                                                                                                                                                                                                        


                        (c)       Full Legal Name of DTC Participant (if
applicable and if not the same as (b) above) Through Which Registrable
Securities Listed in Item (3) Below are Held:


                                                                                                                                                                                                                                                                        


 


	
  (2)

  	
   

  	
  Address for Notices to Selling
  Securityholder:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  	
  Contact Person:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Beneficial Ownership of Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below in this Item (3), the
  undersigned Selling Securityholder does not beneficially own any Securities
  or shares of Common Stock issued upon conversion, repurchase or redemption of
  any Securities.

   

  
	
   

  	
  (a)

  	
  Principal amount of Registrable
  Securities (as defined in the Registration Rights Agreement) beneficially
  owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such Registrable
  Securities:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of shares of Common Stock (if
  any) issued upon conversion, repurchase or redemption of Registrable
  Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Principal amount of Securities other
  than Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such other Securities:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of shares of Common Stock (if
  any) issued upon conversion of such other Securities: 

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Principal amount of Registrable
  Securities which the undersigned wishes to be included in the Shelf
  Registration Statement:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such Registrable
  Securities to be included in the Shelf Registration Statement: 

  
							



 


 


3

















 


                                    Number of shares of Common Stock (if
any) issued upon conversion of Registrable Securities which are to be included
in the Shelf Registration Statement:                                                                                                                                         


(4)                      Beneficial Ownership of Other
Securities of the Company:


                                                            Except
as set forth below in this Item (4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any shares of
Common Stock or any other securities of the Company, other than the Securities
and shares of Common Stock listed above in Item (3).


                    State any exceptions here:


 


 


 


(5)                      Relationships with the Company:


                                                            Except
as set forth below, neither the Selling Securityholder nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three years.


                                    State any exceptions here:


 


 


 


(6)                      Plan of Distribution:


                                                            Except
as set forth below, the undersigned Selling Securityholder intends to
distribute the Registrable Securities listed above in Item (3) only as follows
(if at all):  Such Registrable
Securities may be sold from time to time directly by the undersigned Selling
Securityholder or, alternatively, through underwriters, broker-dealers or
agents.  Such Registrable Securities may
be sold in one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the time of sale,
or at negotiated prices.  Such sales may
be effected in transactions (which may involve crosses or block transactions)
(i) on any national securities exchange or quotation service on which the
Registrable Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or services or in the over-the-counter market, or (iv) through the writing of
options.  In connection with sales of
the Registrable Securities or otherwise, the Selling Securityholder may enter
into hedging transactions with broker-dealers, which may in turn engage in
short sales of the Registrable Securities in the course of hedging the
positions they assume.  The Selling
Securityholder may also sell Registrable Securities short and deliver
Registrable Securities to close out such short positions, or loan or pledge
Registrable Securities to broker-dealers that in turn may sell such securities.


                                    State any exceptions here:


:


4

















 


                                Note:  In no event may such method(s) of distribution
take the form of an underwritten offering of the Registrable Securities without
the prior agreement of the Company.


                                By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the prospectus
delivery and other provisions of the Securities Act and the Exchange Act and
the rules and regulations thereunder, particularly Regulation M.


                                In
the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.


                                By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling
Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.


                                In
accordance with the Selling Securityholder’s obligation under Section 3(a)
of the Registration Rights Agreement to provide such information as may be
required by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect.  All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery
as follows:


                                To
the Company:


                                                                                                       Gilead
Sciences, Inc.


                                                                                                       c/o
Cooley Godward LLP


                                                                                                       Five
Palo Alto Square


                                                                                                       3000
El Camino Real


                                                                                                       Palo
Alto, California 94306


                                                                                                       Attention:  Joshua D. Gillespie, Esq.


 


                                Once this Notice
and Questionnaire is executed by the Selling Securityholder and received by the
Company, the terms of this Notice and Questionnaire, and the representations
and warranties contained herein, shall be binding on, shall inure to the
benefit of and shall be enforceable by the respective successors, heirs,
personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in all
respects by the laws of the State of New York.


5

















 


                                IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.


Dated:                                                    


 


	
   

  	
   

  
	
   

  	
  Selling Securityholder

  (Print/type full legal name of
  beneficial owner of Registrable Securities)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


PLEASE RETURN THE
COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
_____________, ____ TO THE COMPANY AT:


 


                                                                                                       Gilead
Sciences, Inc.


                                                                                                       c/o
Cooley Godward LLP


                                                                                                       Five
Palo Alto Square


                                                                                                       3000
El Camino Real


                                                                                                       Palo
Alto, California 94306


                                                                                                       Attention:  Joshua D. Gillespie, Esq.


 


6

















 


Exhibit 1


to Appendix A


 


NOTICE
OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


Gilead Sciences, Inc.

c/o Cooley Godward LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, California 94306


 


Attention:  Joshua D. Gillespie, Esq.


J.P. Morgan Trust Company, National
Association

560 Mission Street, 13th Floor

San Francisco, California 94105


 


Attention:  Institutional Trust Services


Re:                               Gilead
Sciences, Inc. (the “Company”)

2.00% Convertible Senior Notes due December 2007, (the “Notes”)


Dear
Sirs:


                                Please be
advised that _____________________ has transferred $___________ aggregate
principal amount of the above-referenced Notes or shares of the Company’s
common stock, issued upon conversion, repurchase or redemption of Notes,
pursuant to an effective Registration Statement on Form S-3 (File No. 333-____)
filed by the Company.


                                We hereby
certify that the prospectus delivery requirements, if any, of the Securities
Act of 1933, as amended, have been satisfied with respect to the transfer
described above and that the above-named beneficial owner of the Notes or
common stock is named as a selling securityholder in the Prospectus dated
________, or in amendments or supplements thereto, and that the aggregate
principal amount of the Notes or number of shares of common stock transferred
are [a
portion of] the Notes or shares of common stock listed in such
Prospectus as amended or supplemented opposite such owner’s name.


Dated:


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  (Authorized Signature)