Obligation Gilead Medica 2.4% ( US375558AR43 ) en USD

Gilead Medica

100 % ⇌

Etas-Unis

US375558AR43 ( en USD )

2.4% par an ( paiement semestriel )

01/12/2014 - Obligation échue

Prospectus brochure de l'obligation Gilead Sciences US375558AR43 en USD 2.4%, échue

2 000 USD

750 000 000 USD

375558AR4

Gilead Sciences est une société biopharmaceutique américaine spécialisée dans la découverte, le développement et la commercialisation de traitements contre des maladies graves, notamment le VIH/SIDA, l'hépatite B et C, et le cancer.

L'Obligation émise par Gilead Medica ( Etas-Unis ) , en USD, avec le code ISIN US375558AR43, paye un coupon de 2.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/12/2014

L'Obligation émise par Gilead Medica ( Etas-Unis ) , en USD, avec le code ISIN US375558AR43, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Gilead Medica ( Etas-Unis ) , en USD, avec le code ISIN US375558AR43, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Filed Pursuant to Rule 424(b)(5)
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Filed Pursuant to Rule 424(b)(5)
Registration Statement No 333-173006
CALCULATION OF REGISTRATION FEE

Amount Of
Title of Each Class of Securities
Amount To be
Proposed Maximum
Proposed Maximum
Registration
To Be Registered

Registered

Offering Price Per Unit
Aggregate Offering Price

Fee (1)
2.40% Senior Notes due 2014
$ 750,000,000
99.875%

$ 749,062,500

3.05% Senior Notes due 2016
$ 700,000,000
99.836%

$ 698,852,000

4.40% Senior Notes due 2021
$1,250,000,000
99.770%

$1,247,125,000

5.65% Senior Notes due 2041
$1,000,000,000
99.773%

$ 997,730,000

Total

$3,692,769,500

$423,191.38

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Prospectus Supplement
(To Prospectus dated March 23, 2011)
$750,000,000 2.40% Senior Notes due 2014
$700,000,000 3.05% Senior Notes due 2016
$1,250,000,000 4.40% Senior Notes due 2021
$1,000,000,000 5.65% Senior Notes due 2041

We are offering $ 750,000,000 aggregate principal amount of 2.40% Senior Notes due 2014 (the "2014 notes"),
$700,000,000 aggregate principal amount of 3.05% Senior Notes due 2016 (the "2016 notes"), $1,250,000,000 aggregate principal
amount of 4.40% Senior Notes due 2021 (the "2021 notes") and $1,000,000,000 aggregate principal amount of 5.65% Senior Notes
due 2041 (the "2041 notes," and together with the 2014 notes, the 2016 notes and the 2021 notes, the "notes"). We will pay interest on
the notes on June 1 and December 1 of each year, commencing on June 1, 2012.
We may redeem some or all of the notes of any series at any time and from time to time at the applicable 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. We will be required to redeem all the notes under the circumstances and at the redemption price
described in this prospectus supplement under the heading "Description of the Notes--Special Mandatory Redemption."
The notes will be our senior unsecured obligations and will rank equally with all our other unsecured obligations from time to
time outstanding.
The notes will not be listed on any securities exchange. There currently are no public markets for the notes.

See "Risk Factors" beginning on page S-17 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 2014 Note

99.875%

0.250%

99.625%
Per 2016 Note

99.836%

0.350%

99.486%
Per 2021 Note

99.770%

0.450%

99.320%
Per 2041 Note

99.773%

0.875%

98.898%
Total

$
3,692,769,500
$
18,700,000
$ 3,674,069,500
(1) Plus accrued interest, if any, from December 13, 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 December 13, 2011.

Joint Book-Running Managers
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BofA Merrill Lynch

Barclays Capital
(all notes)

(all notes)
Goldman, Sachs & Co.

J.P. Morgan

RBC Capital Markets

Wells Fargo Securities
(2021 and 2041 notes only)

(2014 and 2016 notes only)
Co-Managers

Goldman, Sachs & Co.

J.P. Morgan

RBC Capital Markets

Wells Fargo Securities
(2014 and 2016 notes only)

(2021 and 2041 notes only)
HSBC
Mitsubishi UFJ Securities

Mizuho Securities

SMBC Nikko

US Bancorp
(all notes)
December 6, 2011.
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TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-i

WHERE YOU CAN FIND MORE INFORMATION
S-ii
SUMMARY
S-1

RISK FACTORS
S-17
FORWARD-LOOKING STATEMENTS
S-23
USE OF PROCEEDS
S-24
CAPITALIZATION
S-25
DESCRIPTION OF THE NOTES
S-27
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-40
UNDERWRITING
S-43
LEGAL MATTERS
S-46
EXPERTS
S-46
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
It is expected that delivery of the notes will be made against payment therefor on or about December 13, 2011, which will be
the fifth business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Securities Exchange Act of 1934,
as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing (and the
following business day) will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative
settlement arrangements to prevent a failed settlement.
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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, the accompanying
prospectus and any free writing prospectus we have filed with the SEC relating to this offering. 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, the documents incorporated by reference and any free writing prospectus we have filed with the SEC
relating to this offering 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.
Disclosure relating to Pharmasset, Inc. has been taken from its filings under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and has been reviewed by Pharmasset, Inc.'s management.

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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.
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);

· Quarterly Reports on Form 10-Q (filed with the SEC on May 9, 2011, August 5, 2011 and November 4, 2011);

· Current Reports on Form 8-K (filed with the SEC on January 25, 2011, February 7, 2011, February 25, 2011, March 28,

2011, April 1, 2011, May 17, 2011, June 10, 2011, October 27, 2011, November 21, 2011, November 25, 2011 and
December 6, 2011);

· the description of our common stock which is contained in the Registration Statement on Form 8-A filed December 16,

1991 under 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.
All 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 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2011, June 30, 2011 and September 30, 2011) 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

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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.
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, over 2.5 million individuals received one of our HIV medications in
the second quarter of 2011.
United States
In the second quarter of 2011, in the United States, approximately 79% of treated HIV patients received one of our HIV
products and approximately 89% 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
41% 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
second quarter of 2011, sources estimate that approximately 700,000 patients diagnosed with HIV were in care and
approximately 597,000 (or 85% of those in care) were on antiretroviral treatment. For those patients receiving antiretroviral
treatment, approximately 473,000 (or 79%) were on one of our HIV products.
European Union
In the second quarter of 2011, in the European Union, approximately 72% of treated HIV patients received one of our HIV
products and approximately 76% of treatment naive HIV patients started therapy on one of our products. During the third quarter
of 2011, 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
Proposed Acquisition of Pharmasset, Inc.
On November 21, 2011, we announced that we entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Pharmasset, Inc., a Delaware corporation ("Pharmasset"), and Royal Merger Sub Inc., a Delaware corporation and our
wholly owned subsidiary, pursuant to which we will acquire Pharmasset. The aggregate purchase price is estimated to be
approximately $11.1 billion.

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We have received bridge loan commitments of $10.2 billion in connection with potential interim financing of the transaction.
We currently plan to finance the transaction with approximately $5.0 billion cash on hand, approximately $2.5 billion in new bank
debt and the proceeds of this offering. The transaction is not conditioned on financing and is expected to be completed in the first
quarter of 2012. However, there can be no assurance that the transaction will be completed.
Pharmasset
Pharmasset is a clinical-stage pharmaceutical company committed to discovering, developing and commercializing novel
drugs to treat viral infections. Its primary focus is on the development of nucleoside/tide analogs as oral therapeutics for the
treatment of chronic hepatitis C virus ("HCV") infection. Nucleoside/tide analogs are a class of compounds that act as alternative
substrates for the viral polymerase, thus inhibiting viral replication.
Pharmasset currently has three clinical-stage product candidates advancing in clinical trials in various HCV populations as
follows:

· Its pyrimidine, PSI-7977, an unpartnered uracil nucleotide analog polymerase inhibitor, is initiating a Phase 3 program
that currently consists of three interferon-free, 12-week studies in combination with ribavirin ("RBV") in subjects with

all HCV genotypes, and seven Phase 2 studies, including studies with shortened durations of interferon and
interferon-free regimens, in subjects with all HCV genotypes.

· Its purine, PSI-938, an unpartnered guanine nucleotide analog polymerase inhibitor, is currently being studied in

QUANTUM, a Phase 2b interferon-free study evaluating multiple regimens of PSI-938 alone or in combination with
PSI-7977 and/or RBV in subjects with all HCV genotypes.

· Mericitabine (or RG7128), a nucleoside analog polymerase inhibitor, is currently in three Phase 2b studies and one

interferon-free study being conducted through a strategic collaboration with F. Hoffmann-La Roche Ltd and
Hoffmann-La Roche Inc. ("Roche").
Pegylated interferon in combination with ribavirin is currently part of the standard of care treatment for patients with chronic
HCV. Pharmasset is focused on advancing multiple compounds with different mechanisms of action and resistance profiles in
combinations that will support delivery of an all-oral regimen that would eliminate the need for pegylated interferon.
Pharmasset's current research and development portfolio includes seven unique molecules in various stages of clinical
development for the treatment of HCV. We believe that Pharmasset's product candidates are complementary to our existing HCV
portfolio and that the transaction will advance our effort to develop an all oral regimen for the treatment of HCV.
The Acquisition
Gilead and one or more of its wholly owned subsidiaries will commence a tender offer (the "Tender Offer") to purchase all
of the outstanding shares of common stock, par value $0.001 per share, of Pharmasset (the "Pharmasset Stock"), at a price per
share of $137 in cash, net to the seller but subject to any required withholding of taxes (the "Tender Offer Price"). We expect that
the Tender Offer will expire in mid-January 2012, unless extended. Following the consummation of the Tender Offer and subject
to the terms and conditions of the Merger Agreement, one of our wholly owned subsidiaries will be merged with and into
Pharmasset (the "Merger" and, together with the Tender Offer, the "Acquisition"), with Pharmasset surviving the Merger as a
wholly owned subsidiary of Gilead.
Under the terms of the Merger Agreement, the Tender Offer may be extended until the termination of the Merger Agreement
in accordance with its terms.

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The Tender Offer is subject to the satisfaction or waiver of certain conditions, including the valid tender of at least a number
of shares of Pharmasset Stock that, together with the shares beneficially owned by us, constitute at least a majority of the shares of
Pharmasset Stock on a fully diluted basis, the expiration or termination of the applicable waiting period under the Hart Scott
Rodino Antitrust Improvements Act of 1976, as amended, including the rules and regulations promulgated thereunder ("HSR
Act"), and other customary closing conditions.
Pursuant to the Merger Agreement, Pharmasset granted to us an irrevocable option (the "Top-Up Option"), exercisable any
time at or after the first date we accept Pharmasset Stock for payment, to purchase, at a price per share equal to the Tender Offer
Price, the lesser of (a) that number of newly issued shares of Pharmasset Stock (the "Top-Up Option Shares") that, when added to
the number of shares of Pharmasset Stock owned by us at the time of exercise of the Top-Up Option, constitute one share more
than the number of shares of Pharmasset Stock necessary for one of our wholly owned subsidiaries to be merged with and into
Pharmasset pursuant to Section 253 of the Delaware General Corporation Law (after giving effect to the issuance of the Top-Up
Shares) and (b) the aggregate number of shares of Pharmasset Stock that Pharmasset is authorized to issue under its certificate of
incorporation but that are not issued and outstanding at the time of exercise of the Top-Up Option.
A copy of the Merger Agreement is included as an exhibit to our Current Report on Form 8-K filed with the SEC on
November 25, 2011, which is incorporated by reference into this prospectus supplement. The foregoing description of the
Acquisition and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
This offering is not conditioned upon the completion of the Tender Offer or the Merger but, in the event that the Tender Offer
is not consummated on or before June 30, 2012 or the Merger Agreement is terminated any time prior thereto, we will be required
to redeem in whole and not in part the notes for a redemption price equal to 101% of the principal amount of the notes, plus
accrued and unpaid interest to, but excluding, the date of redemption, if any. See "Description of the Notes--Special Mandatory
Redemption."
Financing of the Acquisition
We have received bridge loan commitments of $10.2 billion in connection with potential interim financing of the transaction
from a syndicate of lending institutions (including affiliates of the underwriters). If we finance the acquisition with the borrowings
under the bridge loan commitments, the terms will be customary for loans of this type. The bridge commitments are reduced to the
extent of the proceeds of this offering and any borrowings under the new bank debt referred to below.
In addition to the proceeds of this offering and approximately $5.0 billion cash on hand, we currently plan to finance the
acquisition with approximately $2.5 billion in new bank debt. We currently expect to enter into one or more new revolving credit
facilities, a portion of which will replace our existing revolving credit facility, and a new term loan facility. We expect that the
terms of any such facilities will be customary for facilities of this type. However, in addition to the proceeds of the notes offered
hereby and approximately $5.0 billion of cash, the balance of the financing of the Acquisition could take any of several forms or
any combination of them. Sources of additional debt financing for the Acquisition may include, without limitation, additional
senior notes issued in the public and/or private capital markets.
By the first half of 2013, we currently expect our leverage ratio to return to 1.5x or less.
* * *
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.

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