8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 10, 2010

Gilead Sciences, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-19731	94-3047598
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
333 Lakeside Drive, Foster City, California		94404
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 650-574-3000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

(a) Creation of a Direct Financial Obligation

On May 11, 2010, Gilead Sciences, Inc. (Gilead) borrowed $500 million under its existing Amended and Restated Credit Agreement (the Credit Agreement) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and certain lender parties thereto. Proceeds from the loan will be used for general corporate purposes, including repurchases of Gilead’s common stock.  

Gilead entered into the Credit Agreement on December 18, 2007. Under the Credit Agreement, Gilead and Gilead Biopharmaceutics Ireland Corporation (GBIC), Gilead’s wholly-owned subsidiary, may borrow up to an aggregate of $1.25 billion in revolving credit loans. The Credit Agreement also includes a sub-facility for swing line loans and letters of credit. Loans under the Credit Agreement bear interest at either LIBOR plus a margin ranging from 20 basis points to 32 basis points or the base rate, as described in the Credit Agreement.  Gilead and GBIC may reduce the commitments and may prepay loans under the Credit Agreement in whole or in part at any time without penalty, subject to reimbursement of lenders’ breakage and reemployment costs in certain cases.  The Credit Agreement will terminate and all amounts owing thereunder shall be due and payable on December 17, 2012. The Credit Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default.  

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the description of the Credit Agreement contained in the Current Report on Form 8-K filed by Gilead on December 19, 2007 and the executed Credit Agreement, which was attached as Exhibit 10.1 to the Form 8-K. Such Credit Agreement is incorporated herein by reference.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On May 11, 2010, Gilead announced that Gilead’s Board of Directors (the Board) has authorized the repurchase of up to $5.0 billion of Gilead’s common stock through open market and private block transactions pursuant to Rule 10b5-1 plans or privately negotiated purchases or other means, including accelerated stock repurchase transactions or similar arrangements. This repurchase plan expires in May 2013. On the same day, Gilead also announced that it has completed the $1.0 billion stock repurchase program that was authorized by the Board in January 2010.

A copy of Gilead’s press release announcing the authorization of the new $5.0 billion stock repurchase program and completion of the $1.0 billion stock repurchase program is attached as Exhibit 99.1 to this report.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
	99.1	Press Release, issued by Gilead Sciences, Inc. on May 11, 2010.

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.
May 11, 2010	By:	/s/ Robin L. Washington
		Name: Robin L. Washington
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release, issued by Gilead Sciences, Inc. on May 11, 2010

EX-99.1

CONTACT:
Susan Hubbard, Investors
(650) 522-5715

Amy Flood, Media
(650) 522-5643

For Immediate Release

GILEAD ANNOUNCES $5 BILLION SHARE REPURCHASE PROGRAM

— Completes $1 Billion Buyback Program Initiated in January 2010 —

Foster City, CA, May 11, 2010 — Gilead Sciences, Inc. (Nasdaq: GILD) today announced that the company’s Board of Directors has authorized the repurchase of up to $5 billion of the company’s common stock through May 2013.

“Gilead’s Board of Directors and senior management team believe that the stock repurchase program announced today represents an appropriate and strategic use of the company’s cash, while allowing sufficient flexibility for other expenditures going forward, including investments in research and development and licensing or partnership opportunities,” commented John C. Martin, PhD, Chairman and Chief Executive Officer.

“In recent weeks, we have made significant progress with our HIV pipeline programs, as indicated by our ability to develop a new fixed-dose regimen of TMC278 with Truvada^® in a timeframe that will allow us to file for regulatory approval this year. Additionally, we initiated the first Phase III clinical study of the Quad ahead of schedule and are rapidly enrolling,” said Norbert Bischofberger, PhD, Executive Vice President, Research and Development and Chief Scientific Officer. “We have in place the expertise and resources to grow each of the company’s core therapeutic areas and confidence in our ability to identify and seize new opportunities with potential industry and academic partners.”

Purchases may be made through the open market and private block transactions pursuant to Rule 10b5-1 plans, privately negotiated transactions or other means as determined by Gilead’s management and in accordance with the requirements of the Securities and Exchange Commission.

The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions.

Gilead also announced today that it has completed the $1 billion stock repurchase program that was authorized by the Board in January 2010. Under the buyback program, Gilead acquired approximately 24.1 million shares of its common stock at an average price of $41.43 per share.

About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers, develops and commercializes innovative therapeutics in areas of unmet medical need. The company’s mission is to advance the care of patients suffering from life-threatening diseases worldwide. Headquartered in Foster City, California, Gilead has operations in North America, Europe and Australia.

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This press release 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 our ability to consummate repurchases under the share repurchase program due to changes in our stock price, corporate or other market conditions. The reader is cautioned not to rely on these forward-looking statements. These and other risks are described in detail in Gilead’s Quarterly Report on Form 10-Q for the first quarter of 2010, as filed with the U.S. Securities and Exchange Commission. All forward-looking statements are based on information currently available to Gilead and Gilead assumes no obligation to update any such forward-looking statements.

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Truvada (emtricitabine and tenofovir disoproxil fumarate) is a registered trademark of Gilead Sciences, Inc.

For more information on Gilead Sciences, please visit the company’s website at www.gilead.com
or call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.