GILD » Topics » Item 8.01 Other Events.

This excerpt taken from the GILD 8-K filed Aug 27, 2009.

Item 8.01 Other Events.

On August 26, 2009, Kevin Young, Executive Vice President, Commercial Operations of Gilead Sciences, Inc., entered into a new stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Trading under the plan will commence in December 2009 and expire in December 2011 to the extent applicable trading criteria are satisfied.

The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Gilead Sciences, Inc.
          
August 27, 2009   By:   /s/ John F. Milligan, Ph.D.
       
        Name: John F. Milligan, Ph.D.
        Title: President and Chief Operating Officer
This excerpt taken from the GILD 8-K filed Aug 20, 2009.

Item 8.01 Other Events.

On August 19, 2009, Gregg H. Alton, Executive Vice President, Medical and Corporate Affairs of Gilead Sciences, Inc. (the Company), entered into a new stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). Trading under the plan will commence in January 2010 to the extent applicable trading criteria are satisfied. James M. Denny, the lead independent director of the Company’s Board of Directors, Paul Berg, Ph.D., a member of the Company’s Board of Directors, John C. Martin, Ph.D., Chairman and Chief Executive Officer, John F. Milligan, Ph.D., President and Chief Operating Officer, Kevin Young, Executive Vice President, Commercial Operations, and Kristen M. Metza, Senior Vice President, Human Resources, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future. A copy of the press release is filed as Exhibit 99.1 to this report.

The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.





This excerpt taken from the GILD 8-K filed Aug 17, 2009.

Item 8.01 Other Events.

On August 14, 2009, Gilead Sciences, Inc. issued a press release entitled "Gilead Sciences Receives Subpoena from U.S. Department of Health & Human Services Regarding Ranexa®". A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.





This excerpt taken from the GILD 8-K filed Jul 16, 2009.

Item 8.01 Other Events.

On July 16, 2009, Gilead issued a press release, a copy of which is filed as Exhibit 99.1 hereto, announcing the execution of the License and Collaboration Agreement.





This excerpt taken from the GILD 8-K filed Dec 10, 2008.

Item 8.01 Other Events.

On November 1, 2008, Paul Berg, Ph.D., a member of the Board of Directors of Gilead Sciences, Inc., a Delaware corporation (the Company) and on November 26, 2008, Gregg H. Alton, Senior Vice President and General Counsel, each entered into a new stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). Trading under these plans will commence during the first quarter of 2009 to the extent applicable trading criteria are satisfied. James M. Denny, the lead independent director of the Company’s Board of Directors, John C. Martin, PhD, Chairman, Board of Directors and Chief Executive Officer, John F. Milligan, PhD, President and Chief Operating Officer, Kevin Young, Executive Vice President, Commercial Operations, and Kristen M. Metza, Senior Vice President, Human Resources, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future.

The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Gilead Sciences, Inc.
          
December 9, 2008   By:   /s/ John F. Milligan, Ph.D.
       
        Name: John F. Milligan, Ph.D.
        Title: President and Chief Operating Officer
This excerpt taken from the GILD 8-K filed May 22, 2008.

Item 8.01 Other Events.

On May 22, 2008, John C. Martin, PhD, Chairman and Chief Executive Officer of Gilead Sciences, Inc., a Delaware corporation (the Company), entered into a new stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). James M. Denny, the lead independent director of the Board of Directors of the Company, Paul Berg, Ph.D., a member of the Company’s Board of Directors, John F. Milligan, PhD, President and Chief Operating Officer, Kevin Young, Executive Vice President, Commercial Operations, Gregg H. Alton, Senior Vice President and General Counsel, and Kristen M. Metza, Senior Vice President, Human Resources, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future. A copy of the press release is filed as Exhibit 99.1 to this report.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.





This excerpt taken from the GILD 8-K filed May 14, 2008.

Item 8.01 Other Events.

On May 13, 2008, James M. Denny, the lead independent director of the Board of Directors of Gilead Sciences, Inc., a Delaware corporation (the Company), entered into a new stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). Paul Berg, Ph.D., a member of the Company’s Board of Directors, John C. Martin, PhD, Chairman, Board of Directors and Chief Executive Officer, John F. Milligan, PhD, President and Chief Operating Officer, Kevin Young, Executive Vice President, Commercial Operations, Gregg H. Alton, Senior Vice President and General Counsel, and Kristen M. Metza, Senior Vice President, Human Resources, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future. A copy of the press release is filed as Exhibit 99.1 to this report.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.





This excerpt taken from the GILD 8-K filed Apr 3, 2008.

Item 8.01 Other Events.

On February 18, 2008, Kristen M. Metza, Senior Vice President, Human Resources of Gilead Sciences, Inc., a Delaware corporation (the Company), entered into a stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). James M. Denny and Paul Berg, Ph.D., members of the Company’s Board of Directors, John C. Martin, Ph.D., President and Chief Executive Officer and a member of the Company’s Board of Directors, John F. Milligan, Ph.D., Chief Operating Officer and Chief Financial Officer, Kevin Young, Executive Vice President, Commercial Operations, and Gregg H. Alton, Senior Vice President and General Counsel of the Company, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Gilead Sciences, Inc.
          
April 2, 2008   By:   /s/ John F. Milligan, Ph.D.
       
        Name: John F. Milligan, Ph.D.
        Title: Chief Operating Officer and Chief Financial Officer
This excerpt taken from the GILD 8-K filed Dec 13, 2007.

Item 8.01 Other Events.

On December 11, 2007, Gilead and BMS issued a joint press release, a copy of which is filed as Exhibit 99.1 hereto, announcing the execution of the Commercialization Agreement.





This excerpt taken from the GILD 8-K filed Oct 25, 2007.

Item 8.01 Other Events.

On October 24, 2007, Gilead Sciences, Inc., a Delaware corporation (the Company), issued a press release announcing the establishment of a stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (the Plan) on October 23, 2007 by Paul Berg, Ph.D., a member of the Company’s Board of Directors. Transactions will be executed under the Plan beginning in February 2008. A copy of the press release is filed as Exhibit 99.1 to this report.










This excerpt taken from the GILD 8-K filed Jul 31, 2007.

Item 8.01 Other Events.

On July 30, 2007, James M. Denny, Chairman of the Board of Directors of Gilead Sciences, Inc., a Delaware corporation (the Company), entered into a new stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). Paul Berg, Ph.D., a member of the Company’s Board of Directors, John C. Martin, Ph.D., President and Chief Executive Officer and a member of the Company’s Board of Directors, John F. Milligan, Ph.D., Chief Operating Officer and Chief Financial Officer, Kevin Young, Executive Vice President, Commercial Operations and Gregg H. Alton, Senior Vice President and General Counsel of the Company, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future. A copy of the press release is filed as Exhibit 99.1 to this report.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.





This excerpt taken from the GILD 8-K filed Jul 20, 2007.

Item 8.01 Other Events.

In October 2006, Gilead Sciences, Inc., a Delaware corporation (the Company), along with its partners Bristol-Myers Squibb Company and Merck & Co., Inc. announced the submission of a marketing authorisation application (MAA) seeking approval of Atripla™ (efavirenz 600 mg/emtricitabine 200 mg/tenofovir disoproxil fumarate 300 mg) in the European Union to the European Medicines Agency (EMEA). On July 19, 2007, the Company provided an update on the status of the MAA during its conference call to discuss financial results for the second quarter of 2007. The Company announced that the main issue it is discussing with the EMEA relates to the method of administration of Atripla -- dosing with or without food. Unlike in the United States, the current European prescribing information states that Truvada® (emtricitabine and tenofovir disoproxil fumarate) should be administered with food, whereas efavirenz should be administered on an empty stomach. The Company has proposed to the EMEA that Atripla should be administered like efavirenz, on an empty stomach. The Company believes this is supported by data from two clinical studies and its post-marketing experience with Atripla in the United States. The Company has been working to resolve this issue with the EMEA to keep the approval of Atripla on track for the end of 2007. Requirements for additional data would delay the approval of Atripla in the European Union.

This Current Report on Form 8-K includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors, including risks and uncertainties related to the Company’s ability to obtain marketing approval for Atripla in the European Union under the timelines currently anticipated or at all. Discussions with the EMEA may impact the amount of data needed and timelines for review, which may differ materially from the Company’s current projections. Depending on the data required by the EMEA, the Company may be required to perform additional clinical trials. The Company may not be able to successfully enroll patients in such clinical trials and safety and efficacy data from additional clinical studies may not be sufficient to support the approval of Atripla by the EMEA. In addition, to the extent discussion with the EMEA indicate that the approval of Atripla would be substantially delayed or that required clinical trials would not be feasible, the Company may decide to cease its efforts to commercialize Atripla for sales in the European Union. Further, marketing approval, if granted, may have significant limitations on its use. These risks, uncertainties and other factors could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. These and other risks are described in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Report on Form 10-Q for the first quarter of 2007, filed with the U.S. Securities and Exchange Commission. All forward-looking statements are based on information currently available to the Company, and the Company assumes no obligation to update any such forward-looking statements.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Gilead Sciences, Inc.
          
July 19, 2007   By:   /s/ John F. Milligan, Ph.D.
       
        Name: John F. Milligan, Ph.D.
        Title: Chief Operating Officer and Chief Financial Officer
This excerpt taken from the GILD 8-K filed May 30, 2007.

Item 8.01 Other Events.

On May 29, 2007, Kevin Young, Executive Vice President, Commercial Operations of Gilead Sciences, Inc., a Delaware corporation (the Company), entered into a new stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). Paul Berg, Ph.D., a member of the Company’s Board of Directors, John C. Martin, Ph.D., President and Chief Executive Officer and a member of the Company’s Board of Directors, John F. Milligan, Ph.D., Chief Operating Officer and Chief Financial Officer, and Gregg H. Alton, Senior Vice President and General Counsel of the Company, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future. A copy of the press release is filed as Exhibit 99.1 to this report.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.





This excerpt taken from the GILD 8-K filed May 18, 2007.

Item 8.01 Other Events.

On May 16, 2007, John F. Milligan, Ph.D., Chief Operating Officer and Chief Financial Officer of Gilead Sciences, Inc., a Delaware corporation (the Company), entered into a stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). James M. Denny and Paul Berg, Ph.D., members of the Company’s Board of Directors, John C. Martin, Ph.D., President and Chief Executive Officer and a member of the Company’s Board of Directors, and Gregg H. Alton, Senior Vice President and General Counsel of the Company, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future. A copy of the press release is filed as Exhibit 99.1 to this report.





This excerpt taken from the GILD 8-K filed May 11, 2007.

SECTION 8 – OTHER EVENTS

 

Item 8.01. Other Events.

On May 8, 2007, the Board of Directors of the Company declared a two-for-one stock split of the Company’s outstanding common stock to be effected through a stock dividend. Stockholders of record as of the close of business on May 24, 2007 will receive a stock dividend of one additional share of common stock for every share of common stock they own. The stock dividend will be distributed on or about June 22, 2007.


This excerpt taken from the GILD 8-K filed Dec 22, 2006.

Item 8.01 Other Events.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events.

On December 19, 2006, the Board of Directors (the "Board") of Gilead Sciences, Inc. (the "Company") approved an amendment to the Company’s bylaws to provide for the election of directors by majority vote in uncontested elections (as defined in the bylaws). Under the Company’s bylaws, as now amended, nominees for director must receive at least a majority of votes cast "for" such nominee’s election in order to be elected in an uncontested election. In contested elections of directors, the plurality voting standard will be utilized.

In connection with the amendment to the Company’s bylaws, the Board also adopted a Board guideline under which any incumbent nominee for director who does not receive at least a majority of the votes cast in an uncontested election must tender his or her resignation to the Board. The Company’s Nominating and Corporate Governance Committee will then evaluate the tendered resignation and make a recommendation to the Board as to whether the tendered resignation should be accepted. The Board will then make a decision within 90 days from the date of the certification of the election results. A nominee who is not an incumbent and who does not receive at least a majority of the votes cast will not be elected to the Board. The Board guidelines, as revised, are available on the Company’s website at www.gilead.com. The forgoing description is qualified in its entirety by reference to the revised guidelines.

The bylaw amendments are as follows:

1. Section 26 of the existing Bylaws was moved and is now Section 21(g).
2. A new Section 26 was adopted and reads as follows:
"SECTION 26. REQUIRED VOTE FOR DIRECTORS.
(a) MAJORITY VOTE. Except as otherwise provided in subsection (b) of this Bylaw in the case of a contested election (as defined below), each director to be elected by stockholders shall be elected by the vote of the majority of the votes cast at any meeting of stockholders for the election of directors at which a quorum is present. For purposes of this Bylaw, a majority of votes cast shall mean that the number of shares voted "for" exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast shall include votes to withhold authority or votes against in each case as applicable and shall exclude abstentions with respect to that director’s election.
(b) PLURALITY VOTE. In the event of a contested election of directors, subsection (a) of this Bylaw shall not apply and directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and voting for nominees in the election of directors at any meeting of stockholders for the election of directors at which a quorum is present. For purposes of this Bylaw, a contested election shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected."






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Gilead Sciences, Inc.
          
December 22, 2006   By:   John F. Milligan
       
        Name: John F. Milligan
        Title: Executive Vice President and Chief Financial Officer
This excerpt taken from the GILD 8-K filed Dec 8, 2006.

Item 8.01 Other Events.

On December 7, 2006, Gilead Sciences, Inc. issued a press release entitled "Gilead Sciences Receives Subpoena from U.S. Department of Justice". A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Gilead Sciences, Inc.
          
December 7, 2006   By:   Gregg H. Alton
       
        Name: Gregg H. Alton
        Title: Senior Vice President and General Counsel


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release, dated December 7, 2006, entitled "Gilead Sciences Receives Subpoena from U.S. Department of Justice"
This excerpt taken from the GILD 8-K filed Oct 5, 2006.

ITEM 8.01. Other Events

On October 2, 2006, Gilead and Myogen issued a joint press release, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein, announcing the execution of the Merger Agreement.

Additional Information and Where to Find It

The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Myogen. Myogen stockholders are urged to read the relevant tender offer documents when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. At the time the offer, if any, is commenced, Gilead will file tender offer materials with the U.S. Securities and Exchange Commission and Myogen will file a Solicitation/Recommendation Statement with respect to the offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the


Solicitation/Recommendation Statement, will be made available to all stockholders of Myogen at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the Commission’s web site at www.sec.gov. Free copies of the Offer to Purchase, the related Letter of Transmittal and certain other offering documents will be made available by Gilead by mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, attention: Investor Relations.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Myogen file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Investors may read and copy any reports, statements or other information filed by Gilead or Myogen at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Gilead’s and Myogen’s filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at http://www.sec.gov.

Interests of Certain Persons in the Offer and the Merger

Gilead will be, and certain other persons may be, soliciting Myogen stockholders to tender their shares into the tender offer. The directors and executive officers of Gilead and the directors and executive officers of Myogen may be deemed to be participants in Gilead’s solicitation of Myogen’s stockholders to tender their shares into the tender offer.

Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of Gilead and Myogen in the tender offer by reading the Offer to Purchase and certain other offer documents, as well as the Solicitation/Recommendation Statement, when they become available.

This excerpt taken from the GILD 8-K filed Aug 31, 2006.

Item 8.01 Other Events.

On August 29, 2006, John C. Martin, President and Chief Executive Officer and a member of Gilead’s Board of Directors of Gilead Sciences, Inc., a Delaware corporation (the Company), entered into a stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). James M. Denny and Paul Berg, Ph.D., members of the Company’s Board of Directors, George P. Shultz, Ph.D., Director Emeritus of the Company, and Gregg H. Alton, Senior Vice President and General Counsel of the Company, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future. A copy of the press release is filed as Exhibit 99.1 to this report.





This excerpt taken from the GILD 8-K filed Aug 4, 2006.

Item 8.01 Other Events.

On August 4, 2006, Gregg H. Alton, Senior Vice President and General Counsel of Gilead Sciences, Inc., a Delaware corporation (the Company), entered into a stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (Rule 10b5-1). James M. Denny and Paul Berg, Ph.D., members of the Company’s Board of Directors, and George P. Shultz, Ph.D., Director Emeritus of the Company, previously established stock trading plans under Rule 10b5-1, and certain other officers and directors of the Company may do so in the future.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Gilead Sciences, Inc.
          
August 4, 2006   By:   /s/ John F. Milligan
       
        Name: John F. Milligan
        Title: Executive Vice President and Chief Financial Officer
This excerpt taken from the GILD 8-K filed Apr 20, 2006.

Item 8.01 Other Events

On April 20, 2006, Gilead Sciences, Inc. announced the pricing, on April 19, 2006, of its private offering of $600 million principal amount of 0.50% Convertible Senior Notes due 2011 and $600 million principal amount of 0.625% Convertible Senior Notes due 2013. A copy of the press release is attached hereto as Exhibit 99.1, is incorporated herein by reference, and is hereby filed.

This excerpt taken from the GILD 8-K filed Apr 18, 2006.

Item 8.01 Other Events

In a press release issued on April 18, 2006, Gilead Sciences, Inc. announced that it intends to offer convertible senior notes in a private offering, subject to market conditions and other factors. A copy of the press release is attached hereto as Exhibit 99.1, is incorporated herein by reference, and is hereby filed.

This excerpt taken from the GILD 8-K filed Feb 7, 2006.

Item 8.01 Other Events.

On February 6, 2006, Gilead Sciences, Inc., a Delaware corporation (the Company), issued a press release announcing the establishment of a stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 on February 2, 2006 by Paul Berg, PhD, a member of the Company’s Board of Directors. A copy of the press release is filed as Exhibit 99.1 to this report.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Gilead Sciences, Inc.
          
February 6, 2006   By:   /s/ John F. Milligan
       
        Name: John F. Milligan
        Title: Executive Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release, issued by Gilead Sciences, Inc. on February 6, 2006
This excerpt taken from the GILD 8-K filed Nov 16, 2005.

Item 8.01 Other Events

 

The Company has been notified by Roche that its royalty payment from worldwide net sales in the third quarter 2005 will be $21.4 million. This amount is based on Roche’s reported third quarter 2005 worldwide net sales of Tamiflu of 279 million Swiss francs. For the full year 2005 sales by Roche, the Company anticipates receiving a blended royalty rate of eighteen to nineteen percent, based on Roche’s reported sales for the first nine months of 2005 and estimated pandemic sales in the fourth quarter of 2005. This estimate does not take into account any seasonal sales in the fourth quarter, as the Company has no visibility on what those will be at this time.


SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

This excerpt taken from the GILD 8-K filed Aug 18, 2005.

Item 8.01 Other Events

 

On August 18, 2005, Gilead Sciences, Inc., a Delaware corporation, issued a press release announcing the amendment of the stock trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, established on August 16, 2004 by James M. Denny, Gilead’s non-executive Chairman of the Board. A copy of the press release is filed as Exhibit 99.1 to this report.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

This excerpt taken from the GILD 8-K filed Jun 23, 2005.

Item 8.01 Other Events

 

On September 27, 1996, Gilead Sciences, Inc., a Delaware corporation (“Gilead”), entered into a Development and License Agreement (the “1996 Agreement”) with F. Hoffmann-La Roche Ltd, a Swiss corporation (“Roche Ltd”), and Hoffmann-La Roche Inc., a New Jersey corporation (“Roche US” and together with Roche Ltd, “Roche”), to develop and commercialize therapies to treat and prevent viral influenza. Tamiflu® (oseltamivir phosphate), an antiviral pill for the treatment and prevention of influenza, was co-developed by Gilead and Roche. Under the 1996 Agreement, Roche has the exclusive right to manufacture and sell Tamiflu worldwide, subject to its obligation to pay Gilead a percentage of the net revenues that Roche generates from Tamiflu sales, subject to reduction for certain defined manufacturing costs. On June 23, 2005, Gilead delivered a notice of termination to Roche for material breach of the 1996 Agreement. If, and when, Gilead’s notice of termination becomes effective, all licenses granted to Roche under the 1996 Agreement would terminate and revert to Gilead. The 1996 Agreement was filed as Exhibit 10.42 to the Report on Form 10-Q for the quarter ended September 30, 1996. A copy of the press release announcing the notice of termination is attached as Exhibit 99.1 to this report and a copy of the notice of termination that was delivered to Roche on June 23, 2005 is attached as Exhibit 99.2 to this report.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

This excerpt taken from the GILD 8-K filed Apr 6, 2005.
Other Events

 

On April 4, 2005, Gilead Sciences, Inc. announced that the company had received early termination by the United States Federal Trade Commission (the “FTC”) of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the licensing agreement announced on March 22, 2005 granting Gilead exclusive rights to develop and commercialize Japan Tobacco Inc.’s novel HIV integrase inhibitor (JTK-303) in all countries of the world, excluding Japan.   The JTK-303 license agreement, which was subject to clearance by the FTC, is now effective as a result of the FTC’s early termination of the required waiting period without any request for additional information.

 

A copy of the press release further describing this event is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

 

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