THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Gilead Sciences, Inc. (GILD)

3/23/2006 Proxy Information

Executive Officer Loan

In May 2001, Gilead entered into a loan agreement with John F. Milligan, currently GileadŐs Executive Vice President and Chief Financial Officer. The original principal amount of the loan was $110,000 with a term of ten years. The loan is non-interest bearing and 50% of the principal amount will be forgiven on a pro rata basis over a period of five years beginning on the sixth anniversary of the loan as long as Dr. Milligan is still employed by Gilead. In the event that Dr. Milligan ceases to be employed by Gilead, the loan becomes interest-bearing and due and payable within sixty days of such termination of employment. The loan is secured by a deed of trust on Dr. MilliganŐs residence. As of December 31, 2005, the outstanding balance of the loan was $110,000.

Indemnity Agreements

Gilead has entered into indemnity agreements with each of its executive officers (including the Named Executive Officers) and directors which provide, among other things, that Gilead will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings to which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of Gilead, and otherwise to the full extent permitted under Delaware law and GileadŐs bylaws.

Severance Plan

Gilead adopted the Gilead Sciences, Inc. Severance Plan (the ŇSeverance PlanÓ) to provide severance benefits for employees, including executive officers, upon involuntary termination by Gilead in the event of a company-wide lay-off, departmental reorganization, significant restructuring of an individualŐs job duties or due to a change in work location of more than 50 miles from the previous location. For executive officers, these benefits are: (a) a cash benefit calculated as a multiple of the executive officerŐs regular salary and most recent actual bonus or current target bonus; (b) outplacement services for a specified period; and (c) continued coverage under GileadŐs health and welfare plans for a specified period. Although the Severance Plan provides the participant the option of receiving severance benefits in a lump sum payment, as a result of recent legislation, Gilead no longer allows participants, including executive officers, to elect for a lump sum payment. In addition, severance payments to Ňkey employeesÓ of Gilead (as defined by the Code), which includes executive officers, will commence six months after termination of employment.

The Severance Plan also provides the foregoing benefits for executive officers who are involuntarily terminated or who resign due to certain specified reasons within a designated period following a change in control of Gilead. A change in control would occur in the case of a dissolution or liquidation of Gilead; a merger or consolidation in which Gilead was not the surviving corporation; a reverse merger in which Gilead was the surviving corporation but the shares of common stock were converted into other property; or a capital reorganization involving an exchange of more than 50% of the voting stock of Gilead. If the Chief Executive Officer resigns under certain circumstances or is involuntarily terminated without cause following a change in control event, the cash benefit noted in (a) in the preceding paragraph is three times annual regular earnings and bonus if such resignation or involuntary termination occurs within 24 months following a change in control event and two times annual earnings and bonus upon termination by Gilead in the event of a company-wide lay-off, departmental reorganization, significant restructuring, or change in job location of more than 50 miles. If an Executive Vice President or Senior Vice President resigns under certain circumstances or is involuntarily terminated without cause following a change in control, the cash benefit is two and a half times annual regular earnings and bonus if such resignation or involuntary termination occurs within 18 months following such change in control event and one and a half times annual regular earnings and bonus upon termination by Gilead in the event of a company-wide lay-off, departmental reorganization, significant restructuring, or change in job location of more than 50 miles. An executive officer who qualifies for such change in control benefits under the Severance Plan will also receive an additional cash payment equal to the amount of any estimated excise tax to be imposed on the compensation benefits received under the Severance Plan as well as any other amount payable under any other Gilead compensation program (such as stock option acceleration) deemed to be a parachute payment subject to excise tax.

No benefits will be paid to executive officers or eligible employees under the Severance Plan if the termination is due to death, for cause, for failure to meet specified performance objectives or for a voluntary resignation (other than as set forth above).

3/25/2005 Proxy Information

In October 1995, Gilead entered into a loan agreement with Michael K. Inouye, GileadŐs Senior Vice President, Sales and Marketing. The original principal amount of the loan was $100,000 with a term of ten years. The loan is non-interest bearing and 50% of the principal amount will be forgiven on a pro rata basis over a period of five years beginning on the sixth anniversary of the loan as long as Mr. Inouye is still employed by Gilead. In the event Mr. Inouye ceases to be employed by Gilead, the loan becomes interest-bearing and due and payable within sixty days of such termination of employment. As of December 31, 2004, the outstanding balance of the loan was $60,000.

In May 2001, Gilead entered into a loan agreement with John F. Milligan, currently GileadŐs Executive Vice President and Chief Financial Officer. The original principal amount of the loan was $110,000 with a term of ten years. The loan is non-interest bearing and 50% of the principal amount will be forgiven on a pro rata basis over a period of five years beginning on the sixth anniversary of the loan as long as Dr. Milligan is still employed by Gilead. In the event Dr. Milligan ceases to be employed by Gilead, the loan becomes interest-bearing and due and payable within sixty days of such termination of employment. The loan is secured by a deed of trust on Dr. MilliganŐs residence. As of December 31, 2004, the outstanding balance of the loan was $110,000.

Indemnity Agreements

Gilead has entered into indemnity agreements with each of its officers (including the Named Executive Officers) and directors which provide, among other things, that Gilead will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party to by reason of his or her position as a director, officer or other agent of Gilead, and otherwise to the full extent permitted under Delaware law and GileadŐs bylaws.

Consulting Agreements

Under a consulting agreement between Gilead and Dr. Berg, a member of GileadŐs Board of Directors, Dr. Berg was retained as a member of GileadŐs Scientific Advisory Board (ŇSABÓ). As a member of the SAB, Dr. Berg provided ongoing scientific advice to Gilead with respect to the development of new therapeutic substances. In the course of providing services under the consulting agreement, Dr. Berg was required to participate in the full annual meeting of the SAB by meeting with employees of Gilead, consultants and other SAB members, review GileadŐs development goals, assist in developing strategies for achieving such goals and to provide advice with respect to GileadŐs research and development activities. In addition to his participation in the annual SAB meeting, Dr. Berg provided scientific consulting services upon request, including participation in meetings of the SAB and reasonable telephone consultation. Under the terms of the consulting agreement, Dr. Berg was paid a flat annual fee of $25,000, payable in quarterly installments. Dr. Berg was also reimbursed for reasonable expenses incurred in providing consulting services, including travel expenses. The consulting agreement was terminated on December 31, 2003, and Dr. Berg is no longer a member of the SAB.

Severance Plan

Gilead adopted a Severance Plan in January 2003 that provides for severance benefits for employees, including executive officers, upon involuntary termination by Gilead in the event of a company-wide lay-off, departmental reorganization, significant restructuring of an individualŐs job duties or due to a change in work location of more than 50 miles from the previous location. For executive officers these benefits are: (a) a cash benefit calculated as a multiple of the executive officerŐs regular salary and most recent actual bonus or current target bonus; (b) outplacement services for a specified period; and (c) continued coverage under GileadŐs health and welfare plans for a specified period only if the executive officer has elected to receive the cash salary under the Severance Plan in a series of installment payments.

The Severance Plan also provides the foregoing benefits for executive officers who are involuntarily terminated or who resign due to certain specified reasons within a designated period following a change in control of Gilead. A change in control would occur in the case of a dissolution or liquidation of Gilead; a merger or consolidation in which Gilead was not the surviving corporation; a reverse merger in which Gilead was the surviving corporation but the shares of common stock were converted into other property; or a capital reorganization involving an exchange of more than 50% of the voting stock of Gilead. If the Chief Executive Officer resigns or is involuntarily terminated following a change in control event, the cash benefit noted in (a) in the preceding paragraph is three times annual regular earnings and bonus if within 24 months following a change in control event and two times annual earnings and bonus upon termination by Gilead in the event of a company-wide lay-off, departmental reorganization, significant restructuring, or change in job location of more than 50 miles. If an Executive Vice President or Senior Vice President resigns or is involuntarily terminated following a change in control, the cash benefit is two and a half times annual regular earnings and bonus if within 18 months following such change in control event and one and a half times annual regular earnings and bonus upon termination by Gilead in the event of a company-wide lay-off, departmental reorganization, significant restructuring, or change in job location of more than 50 miles. An executive officer who qualifies for such change in control benefits under the Severance Plan will also receive an additional cash payment equal to the amount of any estimated excise tax to be imposed on the compensation benefits received under the Severance Plan as well as any other amount payable under any other Gilead compensation program (such as stock option acceleration) deemed to be a parachute payment subject to excise tax.

No benefits will be paid to executive officers or eligible employees under the Severance Plan if the termination is due to death, for cause, for failure to meet specified performance objectives or for a voluntary resignation (other than as set forth above).

4/12/2004 Proxy Information

Executive Officer Loans

In October 1994, Gilead entered into a loan agreement with Mark L. Perry, currently Gilead's Executive Vice President, Operations. The original principal amount of the loan was $100,000 with a term of ten years. The loan is non-interest bearing and 50% of the principal amount will be forgiven on a pro rata basis over a period of five years beginning on the sixth anniversary of the loan as long as Mr. Perry is still employed by Gilead. In the event Mr. Perry ceases to be employed by Gilead, the loan becomes interest-bearing and due and payable within sixty days of such termination of employment. The loan is secured by a deed of trust on Mr. Perry's residence. As of December 31, 2003, the outstanding balance of the loan was $60,000.

In October 1995, Gilead entered into a loan agreement with Michael K. Inouye, currently Gilead's Senior Vice President, Commercial Operations. The original principal amount of the loan was $100,000 with a term of ten years. The loan is non-interest bearing and 50% of the principal amount will be forgiven on a pro rata basis over a period of five years beginning on the sixth anniversary of the loan as long as Mr. Inouye is still employed by Gilead. In the event Mr. Inouye ceases to be employed by Gilead, the loan becomes interest-bearing and due and payable within sixty days of such termination of employment. As of December 31, 2003, the outstanding balance of the loan was $70,000.

In May 2001, Gilead entered into a loan agreement with John F. Milligan, currently Gilead's Executive Vice President and Chief Financial Officer. The original principal amount of the loan was $110,000 with a term of ten years. The loan is non-interest bearing and 50% of the principal amount will be forgiven on a pro rata basis over a period of five years beginning on the sixth anniversary of the loan as long as Dr. Milligan is still employed by Gilead. In the event Dr. Milligan ceases to be employed by Gilead, the loan becomes interest-bearing and due and payable within sixty days of such termination of employment. The loan is secured by a deed of trust on Dr. Milligan's residence. As of December 31, 2003, the outstanding balance of the loan was $110,000.

Indemnity Agreements

Gilead has entered into indemnity agreements with each of its officers (including the Named Executive Officers) and directors which provide, among other things, that Gilead will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party to by reason of his or her position as a director, officer or other agent of Gilead, and otherwise to the full extent permitted under Delaware law and Gilead's bylaws.

Consulting Agreements

Under a consulting agreement between Gilead and Dr. Berg, a member of Gilead's Board of Directors, Dr. Berg was retained as a member of Gilead's Scientific Advisory Board ("SAB"). As a member of the SAB, Dr. Berg provided ongoing scientific advice to Gilead with respect to the development of new therapeutic substances. In the course of providing services under the consulting agreement, Dr. Berg was required to participate in the full annual meeting of the SAB by meeting with employees of Gilead, consultants and other SAB members, review Gilead's development goals, assist in developing strategies for achieving such goals and to provide advice with respect to Gilead's research and development activities. In addition to his participation in the annual SAB meeting, Dr. Berg provided scientific consulting services upon request, including participation in meetings of the SAB and reasonable telephone consultation. Under the terms of the consulting agreement, Dr. Berg was paid a flat annual fee of $25,000, payable in quarterly installments. Dr. Berg was also reimbursed for reasonable expenses incurred in providing consulting services, including travel expenses. The consulting agreement was terminated on December 31, 2003, and Dr. Berg is no longer a member of the SAB.

Severance Plan

Gilead adopted a Severance Plan in January 2003 that provides for severance benefits for employees, including executive officers, upon involuntary termination by Gilead in the event of a company-wide lay-off, departmental reorganization, significant restructuring of an individual's job duties or due to a change in work location of more than 50 miles from the previous location. For executive officers these benefits are: (a) a cash benefit calculated as a multiple of the executive officer's regular salary and most recent actual bonus or current target bonus; (b) outplacement services for a specified period; and (c) continued coverage under Gilead's health and welfare plans for a specified period only if the executive officer has elected to receive the cash salary under the Severance Plan in a series of installment payments.

The Severance Plan also provides the foregoing benefits for executive officers who are involuntarily terminated or who resign due to certain specified reasons within a designated period following a change in control of Gilead. A change in control would occur in the case of a dissolution or liquidation of Gilead; a merger or consolidation in which Gilead was not the surviving corporation; a reverse merger in which Gilead was the surviving corporation but the shares of common stock were converted into other property; or a capital reorganization involving an exchange of more than 50% of the voting stock of Gilead. If the Chief Executive Officer resigns or is involuntarily terminated following a change in control event, the cash benefit noted in (a) in the preceding paragraph is three times annual regular earnings and bonus if within 24 months following a change in control event and two times annual earnings and bonus upon termination by Gilead in the event of a company-wide lay-off, departmental reorganization, significant restructuring, or change in job location of more than 50 miles. If an Executive Vice President or Senior Vice President resigns or is involuntarily terminated following a change in control, the cash benefit is two and a half times annual regular earnings and bonus if within 18 months following such change in control event and one and a half times annual regular earnings and bonus upon termination by Gilead in the event of a company-wide lay-off, departmental reorganization, significant restructuring, or change in job location of more than 50 miles. An executive officer who qualifies for such change in control benefits under the Severance Plan will also receive an additional cash payment equal to the amount of any estimated excise tax to be imposed on the compensation benefits received under the Severance Plan as well as any other amount payable under any other Gilead compensation program (such as stock option acceleration) deemed to be a parachute payment subject to excise tax.

No benefits will be paid to executive officers or eligible employees under the Severance Plan if the termination is due to death, for cause, for failure to meet specified performance objectives or for a voluntary resignation (other than as set forth above).

4/7/2003 Proxy Information

Executive Officer Loans

In October 1994, the Company entered into a loan agreement with Mark L. Perry, currently Gilead's Executive Vice President, Operations. The original principal amount of the loan was $100,000 with a term of ten years. The loan is non-interest bearing and 50% of the principal amount will be forgiven on a pro rata basis over a period of five years beginning on the sixth anniversary of the loan as long as Mr. Perry is still employed by the Company. In the event Mr. Perry ceases to be employed by the Company, the loan becomes interest-bearing and due and payable within sixty days of such termination of employment. The loan is secured by a deed of trust on Mr. Perry's residence. As of December 31, 2002, the outstanding balance of the loan was $70,000.

In October 1995, the Company entered into a loan agreement with Michael K. Inouye, currently the Company's Senior Vice President, Commercial Operations. The original principal amount of the loan was $100,000 with a term of ten years. The loan is non-interest bearing and 50% of the principal amount will be forgiven on a pro rata basis over a period of five years beginning on the sixth anniversary of the loan as long as Mr. Inouye is still employed by the Company. In the event Mr. Inouye ceases to be employed by the Company, the loan becomes interest-bearing and due and payable within sixty days of such termination of employment. As of December 31, 2002, the outstanding balance of the loan was $80,000.

In May 2001, the Company entered into a loan agreement with John F. Milligan, currently Gilead's Senior Vice President and Chief Financial Officer. The original principal amount of the loan was $110,000 with a term of ten years. The loan is non-interest bearing and 50% of the principal amount will be forgiven on a pro rata basis over a period of five years beginning on the sixth anniversary of the loan as long as Dr. Milligan is still employed by the Company. In the event Dr. Milligan ceases to be employed by the Company, the loan becomes interest-bearing and due and payable within sixty days of such termination of employment. The loan is secured by a deed of trust on Dr. Milligan's residence. As of December 31, 2002, the outstanding balance of the loan was $110,000.

Indemnity Agreements

The Company has entered into indemnity agreements with each of its officers (including the Named Executive Officers) and directors which provide, among other things, that the Company will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party to by reason of his or her position as a director, officer or other agent of the Company, and otherwise to the full extent permitted under Delaware law and the Company's bylaws.

Consulting Agreements

Under a consulting agreement between the Company and Dr. Berg, a member of the Company's Board of Directors, Dr. Berg is retained as a member of the Company's Scientific Advisory Board ("SAB"). As a member of the SAB, Dr. Berg provides ongoing scientific advice to the Company with respect to the development of new therapeutic substances. In the course of providing services under the consulting agreement, Dr. Berg is required to participate in the full annual meeting of the SAB by meeting with employees of the Company, consultants and other SAB members, review the Company's development goals, assist in developing strategies for achieving such goals and to provide advice with respect to the Company's research and development activities. In addition to his participation in the annual SAB meeting, Dr. Berg provides scientific consulting services upon request, including participation in short meetings of the SAB and reasonable telephone consultation. Under the terms of the consulting agreement, Dr. Berg is paid a flat annual fee of $25,000, payable in quarterly installments. Dr. Berg is also reimbursed for reasonable expenses incurred in providing consulting services, including travel expenses. The consulting agreement expires on April 9, 2005 unless Dr. Berg and the Company mutually agree to terminate the contract earlier or extend the contract beyond its original term.

Severance Plan

The Company adopted a Severance Plan in January 2003 that provides for severance benefits for employees, including executive officers, upon involuntary termination by the Company in the event of a company-wide lay-off, departmental reorganization, significant restructuring of an individual's job duties or due to a change in work location of more than 50 miles from the previous location. For executive officers these benefits are: (a) a cash benefit calculated as a multiple of the executive officer's regular salary and prorated current target bonus; (b) outplacement services for a specified period; and (c) continued coverage under the Company's health and welfare plans for a specified period only if the executive officer has elected to receive the cash salary and bonus benefit payable under the Severance Plan in a series of installment payments. Under the Severance Plan, if the Chief Executive Officer's employment is terminated, the cash benefit in (a) is two times annual earnings and bonus. Under the Severance Plan, if an Executive Vice President or Senior Vice President's employment is terminated, the cash benefit in (a) is 1.5 times annual earnings and bonus.

The Severance Plan also provides the foregoing benefits for executive officers who are involuntarily terminated or who resign due to certain specified reasons within a designated period following a change in control of the Company and who have completed at least six months of continuous service. A change in control would occur in the case of a dissolution or liquidation of the Company; a merger or consolidation in which the Company was not the surviving corporation; a reverse merger in which the Company was the surviving corporation but the shares of common stock were converted into other property; or a capital reorganization involving an exchange of more than 50% of the voting stock of the Company. If the Chief Executive Officer's employment is terminated within 24 months following a change in control event, the cash benefit noted in (a) in the preceding paragraph is three times annual regular earnings and the greater of last year's bonus or the current year's target bonus. If an Executive Vice President or Senior Vice President's employment is terminated within 18 months following a change in control, the cash benefit is two and a half times annual regular earnings and the greater of last year's bonus or the current year's target bonus. An executive officer who qualifies for such change in control benefits under the Severance Plan will also receive an additional cash payment equal to the amount of any estimated excise tax to be imposed on the compensation benefits received under the Severance Plan.

No benefits will be paid to executive officers or eligible employees under the Severance Plan if the termination is due to death, for cause, for failure to meet specified performance objectives or for a voluntary resignation (other than as set forth above).