Obligation Gilead Sciences 4.5% ( US375558AQ69 ) en USD

Gilead Sciences

99.99 % ▲

Etas-Unis

US375558AQ69 ( en USD )

4.5% par an ( paiement semestriel )

01/04/2021 - Obligation échue

Prospectus brochure de l'obligation Gilead Sciences US375558AQ69 en USD 4.5%, échue

1 000 USD

1 000 000 000 USD

375558AQ6

N/A

L'Obligation émise par Gilead Sciences ( Etas-Unis ) , en USD, avec le code ISIN US375558AQ69, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2021

Filed Pursuant to Rule 424(b)(2)
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424B2 1 d424b2.htm FILED PURSUANT TO RULE 424(B)(2)
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CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Amount Of
Title of Each Class of Securities
Amount To be
Offering Price
Aggregate
Registration
To Be Registered
Registered
Per Unit
Offering Price

Fee (1)
4.50% Senior Notes due 2021
$1,000,000,000
99.142%
$991,420,000

$115,103.86
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-173006
Prospectus supplement
(To prospectus dated March 23, 2011)

Gilead Sciences, Inc.
$1,000,000,000
4.50% Senior Notes due 2021
We are offering $1,000,000,000 aggregate principal amount of 4.50% Senior Notes due 2021, which we refer to in
this prospectus supplement as the "notes." The notes will mature on April 1, 2021. We will pay interest on the notes
on April 1 and October 1 of each year, commencing on October 1, 2011. We may redeem some or all of the notes
at any time and from time to time at the redemption price described under "Description of the notes--Optional
redemption." If a change of control triggering event as described in this prospectus supplement under the heading
"Description of the notes--Change of control" occurs, we will be required to offer to purchase the notes from the
holders.
The notes will be our senior unsecured obligations and will rank equally with all our other senior unsecured
obligations from time to time outstanding.
The notes will not be listed on any securities exchange. There is currently no public market for the notes.
See "Risk factors" on page S-6 of this prospectus supplement to read about certain risks you should
consider before investing in the notes.

Proceeds to us,

Public Offering Price(1)
Underwriting Discount
(before expenses)(1)
Per Note

99.142%
0.450%

98.692%
Total

$991,420,000
$4,500,000

$986,920,000

(1) Plus accrued interest, if any, from March 30, 2011, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and
Clearstream Banking, société anonyme, on or about March 30, 2011.
Joint Book-Running Managers

BofA Merrill Lynch
J.P. Morgan
Morgan Stanley

Co-Managers

Barclays Capital

Credit Suisse
Deutsche Bank Securities
Leerink Swann
March 23, 2011.
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Table of contents

Prospectus supplement

Page
About this prospectus supplement

S-i
Where you can find more information

S-i
Summary

S-1
Risk factors

S-6
Forward-looking statements

S-8
Use of proceeds

S-9
Capitalization

S-10
Description of the notes

S-11
Certain United States federal income tax considerations

S-25
Underwriting

S-27
Legal matters

S-30
Experts

S-30
Prospectus

Page
About this prospectus

ii
Where you can find more information

ii
Forward-looking statements

iii
Gilead Sciences, Inc.

1
Risk factors

1
Use of proceeds

1
Ratio of earnings to fixed charges

1
Description of securities

2
Description of debt securities

2
Description of capital stock

12
Description of warrants

15
Description of subscription rights

16
Description of stock purchase contracts and stock purchase units

17
Plan of distribution

18
Legal matters

20
Experts

20
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About this prospectus supplement
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed
with the Securities and Exchange Commission (the "SEC") using a shelf registration process. Under the shelf
registration process, we may offer from time to time (i) debt securities, (ii) preferred stock, (iii) common stock,
(iv) warrants to purchase debt securities, preferred stock, common stock or other securities, (v) subscription rights
to purchase debt securities, preferred stock, common stock or other securities, (vi) stock purchase contracts
obligating holders to purchase from or sell to us common stock or preferred stock at a future date or dates, and
(vii) stock purchase units. In the accompanying prospectus, we provide you with a general description of the
securities we may offer from time to time under our shelf registration statement. In this prospectus supplement, we
provide you with specific information about the notes that we are selling in this offering. Both this prospectus
supplement and the accompanying prospectus include important information about us, our debt securities and
other information you should know before investing. This prospectus supplement also adds, updates and changes
information contained in the accompanying prospectus. You should read both this prospectus supplement and the
accompanying prospectus as well as the additional information described under "Where You Can Find More
Information" included elsewhere in this prospectus supplement before investing in the notes.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus. Neither we nor the underwriters have authorized anyone to provide you with
additional or different information. If anyone provided you with additional or different information, you should not
rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information contained in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference is accurate only as of their respective
dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
In this prospectus, except as otherwise indicated, "Gilead," the "Company," "we," "our," and "us" and similar terms
refer to Gilead Sciences, Inc. and its consolidated subsidiaries.
Where you can find more information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. These reports,
proxy statements and other information can be read and copied at the SEC's public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the
public reference room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding companies that file electronically with the SEC, including
us. These reports, proxy statements and other information can also be read on our internet site at
http://www.gilead.com. Information on our website is not incorporated into this prospectus supplement or the
accompanying prospectus.

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The SEC allows us to "incorporate by reference" information into this prospectus supplement, which means that we
can disclose important information to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus supplement and the accompanying
prospectus, except for any information superseded by information contained directly in this prospectus supplement
or any subsequently filed document deemed incorporated by reference. This prospectus supplement incorporates
by reference the documents set forth below that we have previously filed with the SEC:
· Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (filed with the SEC on February 28,
2011);
· Definitive Proxy Statement on Schedule 14A (filed with the SEC on March 22, 2011);
· Current Reports on Form 8-K (filed with the SEC on January 25, 2011, February 7, 2011 and February 25,
2011);

· the description of our common stock which is contained in the Registration Statement on Form 8-A filed
December 16, 1991, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description; and

· the description of the shareholder rights plan which is contained in the Registration Statement on Form 8-A/A
filed October 31, 2003, under the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
Al documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus supplement and before the termination of the offering shall also be deemed to be incorporated herein
by reference. The most recent information that we file with the SEC automatically updates and supersedes older
information. The information contained in any such filing will be deemed to be a part of this prospectus supplement,
commencing on the date on which the document is filed.
We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed
above or filed in the future, that are not deemed "filed" with the SEC, including our compensation committee report,
performance graph and the certifications of our chief executive officer and chief financial officer required by Rule
13a-14(b) or Rule 15d-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United
States Code (included in or accompanying our Annual Report on Form 10-K for the fiscal year ended
December 31, 2010) or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits
furnished pursuant to Item 9.01 of Form 8-K.
We will provide without charge upon written or oral request to each person, including any beneficial owner, to
whom a prospectus is delivered, a copy of any or all of the documents which are incorporated by reference into this
prospectus supplement and accompanying prospectus but not delivered with this prospectus supplement and
accompanying prospectus (other than exhibits to those documents unless such exhibits are specifically
incorporated by reference as an exhibit in this prospectus). Requests should be directed to Gilead Sciences, Inc.,
Attention: Investor Relations, 333 Lakeside Drive, Foster City, California 94404, Telephone: (650) 574-3000.

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Summary
This summary highlights selected information more fully described elsewhere in this prospectus supplement
and the accompanying prospectus. This summary does not contain all of the information you should consider
before investing in the notes. You should read this prospectus supplement, the accompanying prospectus, any
free writing prospectus and the documents incorporated by reference herein and therein carefully, especially
the risks of investing in the notes discussed in "Risk factors" below and in the incorporated documents.
Our company
We are a biopharmaceutical company that discovers, develops and commercializes innovative therapeutics in
areas of unmet medical need. Our mission is to advance the care of patients suffering from life threatening
diseases worldwide. We have operations in North America, Europe and Asia Pacific. To date, we have focused
our efforts on bringing novel therapeutics for the treatment of life threatening diseases to market. We continue
to seek to add to our existing portfolio of products through our internal discovery and clinical development
programs and through a product acquisition and in-licensing strategy.
We were incorporated in Delaware on June 22, 1987. Our principal executive offices are located at 333
Lakeside Drive, Foster City, California 94404. The telephone number of our principal executive offices is
(650) 574-3000.
The HIV market
Our HIV products primarily compete with the fixed-dose combination products in the nucleotide/ nucleoside
reverse transcriptase inhibitors ("NRTI") class. Around the world, approximately 2.1 million individuals received
one of our HIV medications.
United States
In the third quarter of 2010, in the United States, approximately 79% of treated HIV patients received one of
our HIV products and approximately 88% of treatment-naive HIV patients started therapy on one of our
products. During the same time period, an estimated 35% of all HIV patients on antiretroviral treatment in the
United States received Atripla, making it the most prescribed regimen, and Truvada remained the most
prescribed product in HIV treatment in the United States, with an estimated 40% of patients on antiretroviral
treatment receiving it. In addition, as of the end of 2006, there were approximately 1.2 million people in the
United States infected with HIV, of which approximately 948,000 (or 79%) were diagnosed with HIV. As of the
third quarter of 2010, sources estimate that approximately 731,000 patients diagnosed with HIV were in care
and approximately 605,000 (or 83% of those in care) were on antiretroviral treatment. For those patients
receiving antiretroviral treatment, approximately 479,000 (or 79%) were on one of our HIV products.
European Union
In the third quarter of 2010, in the European Union, approximately 72% of treated HIV patients received one of
our HIV products and approximately 77% of treatment naive HIV patients started

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therapy on one of our products. During the fourth quarter of 2010, Atripla and Truvada were the number one
and two brands in terms of market share in Germany, Spain, the United Kingdom and Italy.
Recent developments
During 2010, we initiated a Phase III clinical study of elvitegravir, our investigational integrase inhibitor
evaluated for the treatment of HIV-1 infection in treatment experienced patients. On March 23, 2011, we
announced that this study met its primary objective of non-inferiority at week 48 of elvitegravir, dosed once
daily, compared to raltegravir, dosed twice daily, each administered with a background regimen that includes a
ritonavir-boosted protease inhibitor and a second antiretroviral agent. Elvitegravir is also being studied as part
of our investigational fixed-dose, single-tablet "Quad" regimen, which combines elvitegravir, cobicistat, our
boosting agent, and Truvada. Elvitegravir, cobicistat and the "Quad" are investigational products and have not
yet been determined safe or efficacious in humans.

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The offering

Issuer
Gilead Sciences, Inc., a Delaware corporation.

Securities offered
$1,000,000,000 aggregate principal amount of 4.50% Senior Notes due April 1,
2021.
Maturity
The notes will mature on April 1, 2021.

Interest payment dates
We will pay interest on the notes on April 1 and October 1 of each year,
commencing on October 1, 2011.
Interest rate
The notes will bear interest at 4.50% per year.
Optional redemption
We may redeem the notes, in whole or in part, at any time and from time to time
at the redemption price described herein under "Description of the notes--
Optional redemption."

Change of control offer
If we experience a "Change of Control Triggering Event" (as defined in
"Description of the notes--Change of control"), we will be required, unless we
have exercised our option to redeem the notes, to offer to purchase the notes at
a purchase price equal to 101% of their principal amount, plus accrued and
unpaid interest to the date of repurchase. See "Description of the notes--
Change of control."
Certain covenants
The indenture governing the notes contains certain restrictions, including a
limitation that restricts our ability and the ability of certain of our subsidiaries to
create or incur secured indebtedness, enter into sale and leaseback transactions
and consolidate, merge or transfer all or substantially all of our assets and the
assets of our subsidiaries. See "Description of notes--Certain covenants."
Events of default
An "Event of Default" under the indenture in respect of the notes is:

· default for 30 days in payment of interest on the notes;

· default in payment of principal, or any premium on the notes;

· failure by us for 90 days after notice to us to comply with any of our other
agreements in the applicable indenture for the benefit of holders of the notes;

· certain events of bankruptcy, insolvency or reorganization; and

· the occurrence with respect to any debt of the Company individually or in the
aggregate in excess of $100,000,000 of (i) an event of default that results in
such debt becoming due and payable prior to its scheduled maturity (after
giving effect to any applicable grace period) or (ii) the failure to make any
payment when due (including any applicable grace period), which results in
the

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acceleration of the maturity of such debt, in each case without such

acceleration having been rescinded, annulled or otherwise cured.

See "Description of the notes--Events of default."

Ranking
The notes will be our senior unsecured obligations and will rank equally with all
our other senior unsecured obligations, including all other unsubordinated
securities issued under the indenture, from time to time outstanding. The
indenture provides for the issuance from time to time of senior unsecured
indebtedness by us in an unlimited amount. See "Description of the notes--
Ranking."
Form and denomination The notes will be issued in fully registered form in denominations of $2,000 and
in integral multiples of $1,000 in excess thereof.

DTC eligibility
The notes will be represented by global certificates deposited with, or on behalf
of, The Depository Trust Company, which we refer to as DTC, or its nominee.
See "Description of the notes--Book-entry; delivery and form of notes."

Use of proceeds
We expect to receive net proceeds, after deducting underwriting discounts and
estimated offering expenses payable by us, of approximately $985.2 million from
this offering. We intend to use the net proceeds of this offering for general
corporate purposes, which may include the repayment of certain of our
indebtedness and the repurchase of our outstanding common stock pursuant to
our authorized share repurchase program. See "Use of proceeds."

Risk factors
You should carefully read and consider the information set forth in the section
entitled "Risk factors" beginning on page S-6 of this prospectus supplement and
the risk factors set forth in our Annual Report on Form 10-K for the year ended
December 31, 2010, incorporated herein by reference, before investing in the
notes.

No listing of the notes
We do not intend to apply to list the notes on any securities exchange or to have
the notes quoted on any automated quotation system.

Re-opening of the notes
We may from time to time, without the consent of the holders of the notes, create
and issue further notes having the same terms and conditions in all respects as
the notes being offered hereby, except for the issue date, the issue price and, in
some cases, the first payment of interest thereon. Additional notes issued in this
manner will be consolidated with and will form a single series with the notes
being offered hereby.
Governing law
The notes and the indenture will be governed by and construed in accordance
with the laws of the State of New York.
Trustee, registrar and
Wells Fargo Bank, National Association.
paying agent

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Summary consolidated financial data
The following summary consolidated financial data for the years ended December 31, 2010, 2009 and 2008
are derived from our audited consolidated financial statements. The summary consolidated financial data
should be read in conjunction with our consolidated financial statements, and the related notes thereto, and the
sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" as
provided in our Annual Report on Form 10-K for the year ended December 31, 2010, which is incorporated by
reference into this prospectus supplement and the accompanying prospectus.

Year ended December 31,
(in thousands)

2010
2009
2008

Consolidated statements of income data:

Total revenues

$ 7,949,420
$ 7,011,383
$ 5,335,750
Total costs and expenses(1)

3,987,198
3,482,162
2,657,209
Income from operations

3,962,222
3,529,221
2,678,541
Provision for income taxes

1,023,799
876,364
702,363
Net income attributable to Gilead

2,901,257
2,635,755
1,978,899
(in thousands)

Consolidated statements of cash flows data:

Net cash provided by operating activities

$ 2,833,913
$ 3,080,054
$ 2,143,384
Net cash used in investing activities

(1,937,751)
(2,215,900)
(178,819)
Net cash used in financing activities

(1,338,710)
(1,051,438)
(1,474,569)

December 31,
(in thousands)

2010
2009
2008

Consolidated balance sheet data:

Cash, cash equivalents and marketable securities

$ 5,318,071
$ 3,904,846
$ 3,239,639
Working capital

3,243,132
2,940,927
3,057,416
Total assets(2)

11,592,630
9,698,559
6,936,831
Other long-term obligations

27,401
35,918
21,462
Convertible senior notes, net(3)

3,477,564
1,155,443
1,098,025
Retained earnings

1,183,730
1,995,272
300,314
Total stockholders' equity

6,121,837
6,505,158
4,465,583

(1) During 2010, we recorded $136.0 million of impairment charges in research and development expense, related to certain in-process research
and development assets acquired from CV Therapeutics, Inc. See Item 8, Notes 5 and 9 to our Consolidated Financial Statements included in
our Annual Report on Form 10-K for the year ended December 31, 2010, which we have incorporated by reference into this prospectus
supplement. During 2008, we completed the acquisition of all of the assets of Navitas Assets, LLC related to its cicletanine business for an
aggregate purchase price of $10.9 million which was allocated to purchased in-process research and development.

(2) During 2009, we completed the acquisition of CV Therapeutics, Inc. We recognized consideration transferred of $1.39 billion which was
primarily recorded in intangible assets. See Item 8, Note 5 to our Consolidated Financial Statements included in our Annual Report on Form
10-K for the year ended December 31, 2010, which we have incorporated by reference into this prospectus supplement.

(3) During 2010, we issued $2.50 billion principal amount of convertible senior notes in a private placement. See Item 8, Note 11 to our
Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2010, which we have
incorporated by reference into this prospectus supplement.

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