EX-99.2 3 dp136489_ex9902.htm EXHIBIT 99.2

Exhibit 99.2

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AUDIO TRANSCRIPTION OF

GILEAD SCIENCES

CONFERENCE CALL

GILEAD TO ACQUIRE IMMUNOMEDICS

SEPTEMBER 13, 2020

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MALE SPEAKER: Ladies and gentlemen, thank

you for standing by and welcome to the Gilead Sciences

conference call. At this time all participants are on

the listen only mode. After the speaker presentation

there will be a question-and-answer session. To ask a

question during the session, you would need to press

star 1 on your telephone. Please be advised that

today's conference is being recorded. If you require

any further assistance, please press star 0. I would

now like to hand the conference over to your speaker

today to Douglas Maffei, Senior Director Investor

Relations. Thank you, please go ahead.

MR. MAFFEI: Thank you Dalim (phonetic).

We appreciate everyone joining us on short notice for

today's call to discuss the exciting acquisition of

Immunomedics announced earlier today. The speakers on

today's call will be Daniel O'Day, Chairman and Chief

Executive Officer; Merdad Parsey, Chief Medical Officer;

Johanna Mercier, Chief Commercial Officer, and Andrew

Dickinson, Chief Financial Officer.

Before we begin, let me remind you that we

will be making forward-looking statements that are

subject to risks, uncertainties and other factors that

could cause actual results to differ materially from

those referred to in any forward-looking statements.

These risks and uncertainties are contained within our

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joint press release, presentation and latest SEC filings

of each company. I will now turn the call over to Dan.

MR. O'DAY: Thank you, Doug, very much and

good afternoon everyone. Really, thank you for joining

the call, especially on a Sunday. We are -- I speak on

behalf of the entire leadership team, we are very

excited to share this news with you today. It really is

a transformational acquisition that gives us tremendous

potential to help patients with cancer and generate

significant value.

So on today's call we wanted to articulate

the why behind the acquisition for Gilead and provide,

obviously, the opportunity for any questions that you

may have. So I'll start out and then I'll pass the

baton over to Merdad to talk about the potential of

Trodelvy. Johanna will then offer some insight from a

commercial perspective. And then, finally, Andy will

speak to the structure and the financial terms of the

transaction.

So as all of you know, we set a strategic

ambition at the start of this year to deliver more than

10 transformative medicines and therapies to patients in

areas of high unmet medical needs. And as part of those

efforts we've been building a robust and diverse

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oncology portfolio. In fact, we'd already completed 12

key deals in oncology in the last two years including

the acquisition of Forty Seven.

Now, upon closing our acquisition of

Immunomedics, we are fastforwarding our plan to build a

substantial oncology business with significant

potential. I mean, really, the shape of the portfolio

changes really significantly with this acquisition.

Trodelvy has tremendous potential and we

saw some of that in the standout data for triple-

negative breast cancer that led to the accelerated

approval. This medicine is highly innovative. It's an

antibody drug conjugate that has shown really

demonstrable efficacy in the area of very high unmet

medical needs.

In particular, the top line results that

Immunomedics shared in July from its phase 3-ASCENT

study provided significant evidence of clinical benefits

and confirmed findings from previous studies around the

safety and efficacy of Trodelvy. Trodelvy met the

primary endpoint of progression of pre-survival.

Trodelvy also met the key secondary endpoints including

most notably, overall survival as well as objective

response rate. But also highlight that we have reviewed

significantly more clinical data on the product over the

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past several months that gives us greater confidence in

the clinical benefit Trodelvy can provide. Some of that

data you'll be seeing at the upcoming ESMO conference

this coming weekend, and I know that Immunomedics looks

forward to sharing that with you.

On the commercial side, although the launch

is still early, the response from physicians and

patients has been very encouraging in triple-negative

breast cancer. We expect increased uptake among this

group of patients who are in dire need of new treatment

options. While it is already begun to play an important

role in triple-negative breast cancer today, we also

recognize the promise that Trodelvy potentially offers

for many other groups of patients.

We'll work with Immunomedics to continue to

explore its potential in earlier lines of therapy and in

other solid tumors, both as a monotherapy and in

combination. I mean, it's really a pipeline in a

product when we think about this from an oncology

perspective. If we look at Trodelvy in the context of

our overall oncology portfolio after closing the

transaction, we'll be adding a transformative

cornerstone therapy that gives us an immediate presence

in solid tumors. We are gaining the considerable

talented expertise that Immunomedics has in this field

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and a first-in-class marketed product. This accelerates

our expansion into solid tumors and builds on our

existing strengths in hematologic cancers to our

combined Kite and Gilead pipeline.

From a financial perspective, following the

closing of the transaction, Trodelvy will immediately

contribute revenue and will significantly enhance our

growth prospects in the near term and longer term. We

expect the acquisition to create significant value for

our shareholders. The transaction reflects the

potential value as well as its synergy that it brings to

our existing platform and our future pipeline.

And finally, let me say that we're looking

forward to welcoming the team from Immunomedics to the

Gilead Family. The kind of achievements that they have

made with Trodelvy are only possible when you have

really talented individuals in place with strong

expertise and commitment. We feel very fortunate that

we'll have the opportunity to benefit from their talent

and expertise at Gilead as we continue to build a strong

presence in oncology and work to make a positive impact

on the treatment of cancer.

Finally, I want to thank all the talented

Gilead and Kite teams for their critical work on

advancing our pipeline of medicine in oncology and in

virology and inflammation. I'm proud of our momentum,

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proud to be a part of the team, which I now look forward

to building on with today's acquisition.

So with that, let me turn the call over to

Merdad. Over to you, Merdad.

DR. PARSEY: Thanks Dan. And I want to

start by saying that I'm also -- it's been very

impressive to see the growing body of data both

scientifically and clinically supporting the use of

Trodelvy. You know, the phase 3 data from ASCENT really

reinforced the premise of Trodelvy's unique ADC

technology and validates the promise of the TROP-2

targeting therapy. Clearly, this groundbreaking

medicine, and in particular, in an area of high unmet

need that represents a new standard of care in this

disease.

In following this closely, it gives us the

foundation we need to build a presence and a pipeline in

solid tumor cancer. The importance of this agent is

further reflected in its targeting of TROP-2 which has

shown overexpression in multiple tumor types, including

non-small cell lung cancer, urothelial cancer, hormone

receptor positive for 2-negative breast cancer and

others.

Let me specifically pick up on one of the

themes that Dan mentioned around unmet need. Despite

available therapies, triple-negative breast cancer

remains a difficult to treat tumor that

disproportionately affects younger women and has poor

outcome. The transformative nature of Trodelvy is

reflected in the FDA accelerated approval based on the

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phase 1-2 trial. And in that study we saw an impressive

33 percent overall response rate compared to the

standard of care chemotherapy response rate if it were

less than 20 percent.

The confirmatory randomized phase 3 ASCENT

study in TNBC patients, who were patients who had

received two or more prior therapies for metastatic

disease, further demonstrated the benefit of the drug.

In particular, it's notable that this study was stopped

early due to the compelling efficacy seen with the

progression pre-survival signal of 5.8 months compared

with the control arm of chemotherapy of 1.7 months.

This had a P value of less than point 0001.

Importantly, Trodelvy was generally well

tolerated in this study with the most common adverse

events being neutropenia and diarrhea. Additional data,

including the overall survival data that we've had the

opportunity to review during our diligence will be

available at ESMO this coming week.

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The data for Trodelvy suggests that it's a

potentially transformative therapy in the treatment of

triple-negative breast cancer. Importantly, upcoming

clinical trials will also explore the potential benefit

across a range of expanded tumor types in earlier lines

of therapy. With potential breadth of Trodelvy in solid

tumors is a really compelling prospect for us in terms

of expanding the benefit to other patient groups.

Importantly, this includes a pivotal phase 2 study

called TROPHY U-01 in patients with metastatic

urothelial cancer following prior treatment with

platinum-based chemotherapy.

We look forward to multiple presentations

at the upcoming ESMO Conference, and this will highlight

some of this work as well as other work exploring

special combinations with PARP inhibitors and checkpoint

inhibitors. Let me hand off the call now to Johanna.

MS. MERCIER: Thanks, Merdad. So I really

echo the excitement around this acquisition as well,

especially from a patient need perspective. There's

clearly a very significant unmet need for new treatment

options in metastatic triple-negative breast cancer that

improves survival for patients. Later line

triple-negative breast cancer currently primarily

treated with conventional chemotherapy and outcomes are

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poor as Merdad was mentioning. The remarkable top line

results from the ASCENT study in third-line patients has

understandably generated significant enthusiasm by both

physicians and patients. Full results will be shared

later this week at ESMO and this enthusiasm should only

continue.

Trodelvy's strong efficacy profile has led

to early adoption in both academic and community

settings since its commercial launch in late April with

20 million net sales in the first two months of launch.

Its rapid launch uptake in the challenging environment

of a pandemic speaks to the strong science and the

flawless execution of the team. The field force has

been very focussed in its early efforts on the top 150

breast cancer accounts in the U.S. in which penetration

has exceeded 80 percent and continues to grow.

We really look forward to supporting and

expanding the successful launch in triple-negative

breast cancer, preparing for an imminent launch in

Europe and maximizing Trodelvy's potential across

multiple solid tumor types and establishing a global

footprint. So with that, I'll turn it over to Andy for

the quote.

MR. DICKINSON: Thank you, Johanna. I will

briefly review the financial terms of the transaction

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and then we will turn to questions. As indicated in our

joint press release, Gilead and Immunomedics have

entered into an agreement pursuant to which Gilead will

acquire Immunomedics for $88 per share for a total

purchase price of approximately $21 billion. We expect

to commence a tender offer to acquire all of the

outstanding shares of Immunomedics' common stock in the

next two weeks.

The tender offer is not subject to a

financing condition, and we expect to fund the

acquisition with approximately 15 billion of existing

cash and approximately 6 billion in newly-issued debt.

We expect to retain an investment-grade credit rating

following the transaction. The transaction does not

alter our stated capital allocation strategy, including

our commitment to further develop our internal and

external pipeline, as well as our commitment to maintain

and grow our dividend over time.

Once completed, we expect that the

acquisition will substantially accelerate our revenue

growth through the mid-2030s. We also expect that the

transaction will be neutral to accretive to our non-GAAP

EPS in 2023 and significantly accretive thereafter.

Finally, we plan to update our financial

guidance after the closing, which we expect to occur in

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1 the fourth quarter subject to regulatory approvals and

2	customary closing conditions.	We will now open the call
3	to questions.

MALE SPEAKER: Thank you, sir. As a

reminder, to ask a question you would need to press star

1 on your telephone. To withdraw your question, please

7	press	the	pound key.	Please standby while we compile
8	the Q	and	A roster.
9			I show	our first question comes from the

line of Geoffrey Porges from SVB Leerink. Please go

ahead.

DR. PORGES: Thank you very much and

congratulations on the transaction. A couple of

questions for you, Andy. Andy, looks as though

consensus has full -- Trodelvy is heading towards

$4 billion. What revenue do you think is sort of a

good, break-even hurdle for the 21 billion purchase

price? And then could you advise us on what sort of

cost of capital you think is appropriate for a

transaction such as this with an approved product in the

current economic climate? Obviously, you have terrific

access to the capital markets. And then, lastly,

Merdad, could you talk a little bit more about the

combination opportunities? For example, the PD-1, are

you going to study it within the PD-1 from Arcus, and

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then do you have plans to study it in combination with

the CDK-46, and then have you had any discussions about

our particular candidates? Thanks.

MR. DICKINSON: Thanks, Geoff. As for the

revenue opportunity, you know, we agree that this is a

very substantial opportunity across, not only breast

cancer, but other solid tumor indications over time.

We're not providing specific revenue guidance as you

would expect, but you know, we see a very significant

opportunity in a number of ways when, as you heard from

Dan earlier, and we're happy to talk about in greater

detail.

On the cost of capital, we look at the cost

of capital in the same way as other companies of our

size. We look -- in a transaction of this nature, we

look at the transaction across a range of discount

rates, we look at our cost of capital, which you know,

hovers somewhere around 6 percent or below today. But

you know, our hurdle rate is higher than that, Geoff,

even though we don't provide specific guidance.

We also look at transactions, as you know,

based on the target assets weighted average cost of

capital. In looking at it in any way, you know, we get

to a place on intrinsic value where we're very

comfortable with this acquisition and believe that it

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will deliver substantial value for our shareholders over

time.

DR. PORGES: Thank you.

MR. DICKINSON: with that, maybe I'll hand

it off of Merdad.

DR. PARSEY: Yeah, Geoffrey. Thank you for

the question. And you're right, I think we do believe

that there's a lot of potential here for combination.

And I would think about combinations very broadly here.

Depending on the tumor type and the stage of therapy, I

think it's important that to note that that would

probably entail different sorts of combinations in those

settings.

Having said that, the data for combinations

with checkpoint inhibitors as well as for PARP

inhibitors are very interesting to us and certainly

having ZIM (phonetic) provides us a lot more flexibility

in terms of designing studies we can to look at

combinations across tumor types. So without a doubt,

we'll be looking at that. Again, a lot of that is going

to be driven by the tolerability profile that Trodelvy,

and we think that really lends itself to those sorts of

combinations, which is something we're excited about.

DR. PORGES: Right. Thanks very much.

MALE SPEAKER: Thank you. I show our next

question comes from Michael Yi (phonetic), from

Jeffrey's. Please go ahead.

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MR. YI: Hey, thanks and good afternoon.

Two questions. Can you maybe talk about your

assumptions or thinking or confidence levels around the

major indications that you ascribe in your thinking

about the valuation in the 21 billion; breast, bladder,

et cetera, et cetera?

And then related to that, you made a

comment about having seen additional data that the

street hasn't seen. So could you just talk to that

particularly as it relates to that HR positive phase 3

breast cancer study and anything in the basket study?

Thank you so much.

MR. O'DAY: Yeah, Michael, why don't I

start and then I'll quickly turn it over to Merdad. But

I think, you know, in terms of the assumptions around

the major indications, and Merdad can color this a

little bit, I think it also gets back to the previous

question around, you know, the multiple opportunity to

have benefit for patients and also for revenue and

shareholders. Clearly, the near term opportunities --

well, the opportunity in our hand today is, of course,

triple-negative breast cancer and the ability to move up

in lines of therapy there, but then closely behind that

is both bladder cancer data that you'll see at ESMO, and

then also the hormone receptor positive data that, you

know, is underway right now. And then one step maybe

slightly, you know, at the next step up from those three

indications is lung cancer and then beyond.

So I would just say that, you know, in

terms of our assumption base, there's obviously lots of

assumptions that you can get into by looking at the

early data and try to project that to the later data,

but we also know in oncology that particularly sometimes

those play out and sometimes those don't play out. So I

just want to make sure that you understand that we --

we've looked at this in binary scenarios by indication

as we looked at intrinsic value as well and, obviously,

moving up to earlier lines of therapy.

I'll let Merdad speak a little bit more

about -- you can fill in on the assumption side if you

like, Merdad, or also the additional data.

DR. PARSEY: Yeah, Michael. You know, I

think Dan pretty much said everything I was going to

say. I think our -- obviously triple-negative being

with the accelerated approval is at the highest part of

our confidence level. I think breast cancer more

broadly speaking also as we see the data, we're very

excited about and I think we have -- could really impact

some patient care there. And so those are at our

highest list. I think for the urothelial cancer as

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well, we've seen really promising data, and as you get

farther down into like non-small cell, there's less

data, of course, and -- but we're impressed by all of it

across the board and we think there's promise there.

I can't speak obviously to the embargo data

that will show at ESMO this week, but I think as you see

those data and you see the combination data as well, I

think you'll start to see sort of where our excitement

comes from in terms of building this, the base for this

molecule.

MR. O'DAY: And Michael, not to be

specific, but obviously we've seen data beyond the data

that we've presented at ESMO that maybe presented at

future conferences as well. And as you can imagine, we

can't tip our hat to that at this stage, but you know,

we had a really good thorough look at this. It's

important to note that we started this partnering

process almost six months ago and, of course, we've

developed a really nice relationship with Immunomedics

over that period of time. And data has become available

over those six months that we've been able to be exposed

to under diligence and confidentiality. And that's

only, you know, increased our enthusiasm around the

potential here.

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MR. YI: Yeah, that's what I mean, thank

you.

MALE SPEAKER: Thank you. Our next

question comes from the line of Evan Seigerman from

Credit Suisse. Please go ahead.

MR. SEIGERMAN: Hi all. Thank you so much

for taking my question and congrats on the transaction.

So with this relatively large scale transaction, Andy,

could you kind of quantify how much more capacity you

have for additional business development, and can you

specify to whether or not this one's on your radar,

ahead or after the CRL for filgotinib? I'm just trying

to get a sense as to how this fits in strategically.

Thank you.

MR. O'DAY: Yeah, let me just take the

second question while Andy, you take the first. I think

it's really important to note that there was no

connection between this and the CRL with filgotinib.

But let me first address this CRL with filgotinib by

saying that, you know, clearly, as often happens you see

regulatory authorities in different countries taking

different accessions (phonetic) on filgotinib and CRL

and, you know, we're fully committed to continuing to

explore and understand better the CRL with FDA and see

where that leads us, but that has nothing to do, of

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course, with our desire to expand our transformational

medicines either, you know, continuing in inflammatory

(unintelligible) virology nor oncology.

So this was part of our broader objective

to deliver more than 10 transformative medicines over

the next 10 years. And what started, as I said, well

before we actually knew the regulatory cost of

filgotinib, but was started the discussions -- well, we

knew of this agent, of course, quite long ago. And the

discussions started, as I said, many months ago as well.

Andy, over to you for the deck capacity.

MR. DICKINSON: Great. Hey, Evan, thanks

for joining the call. You know, prior to the

transaction if you look at most analyst assumptions

which were generally consistent with our internal model,

we had well over $40 billion of total fire power with

the cash and the financing capacity that we had. So

we're using a reasonable chunk of that here, but we have

significant fire power going forward. I mean, the other

thing I would highlight is you don't do a $21 billion

deal every year, right?

So we absolutely have the capacity to

continue to do ordinary course business development

transactions, transactions similar to the Forty Seven

transaction. We have plenty of cash to support and grow

our dividend over time which is really important to us

as well. So we're very comfortable with where we are on

a pro forma basis after closing of this transaction.

Thank you.

MR. SEIGERMAN: Thank you.

MALE SPEAKER: Thank you. Our next

question comes from Robin Conoscos (phonetic) from

Truist. Please go ahead.

MS. AHN: Hi, and good afternoon. This is

Nicole Ahn (phonetic) for Robin form Truist. And

congrats on the deal as well and thanks for taking our

question. So on the slide deck on the guidance and the

accretive impact, is this assuming filgotinib is

factored in or without it? And I apologize if this has

already been mentioned.

MR. DICKINSON: Yeah the EPS -- you know,

being EPS neutral is looking at a pro forma basis with

the impact of this, right. So it's separate and apart

from filgotinib, which we'll provide updated thoughts on

where we -- where we see filgotinib going in the coming

months and quarters as we finish our discussions with

our partner and with regulators. So on a standalone

basis as you fold this in, we expect this to be neutral

to accretive in 2023 and significantly accretive

1	thereafter.
2		MS. AHN: Okay, great, thanks so much.
3		MR. DICKINSON: Thank you.
4		MALE SPEAKER: Thank you. Our next

question comes from Alethia Young from Cantor

Fitzgerald. Please go ahead.

MS. YOUNG: Hey guys, thanks for taking my

question. Congrats on the deal. I guess, the question

for me is obviously this is a pretty large scale deal

that we've seen in the history of Gilead. So I guess

I'm just trying to understand, are you making a core

investment in hematology, oncology -- sorry, my dog

likes your deal, too -- and you know, how (inaudible)

five years from now --

MR. O'DAY: Good taste, good taste that

dog. Alethia, can you repeat the end of your question?

MS. YOUNG: Just obviously looking at Gil'

five years from now, is hematology oncology accompanied

with HIV, or are you going to diversify beyond that, you

think?

MR. O'DAY: Oh, okay. Look, I think you

know, it's really important that you understand that

we're following our strategy which has two elements to

it as its core. Number one, you know, we believe that

we want to continue building on our scientific base we

have in the area of virology and also inflammatory

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disorders as immunomodulatory disorders and that lends

itself to cancer and inflammation. And I think we'll

follow the science. In other words, what's most

important to us is that we can make a transformational

6	difference of	patients and that's really what we're
7	driven by.
8		So personally, I think, you know, that the
9	three pillars	we have in our business, you know, we're

certainly not -- let me just say, we're certainly not

done with HIV, right? I mean, we have more to do there,

we're excited about the capsid inhibitor, we have lots

of research activities going on there in virology and

beyond that. Of course, you've seen the benefit of that

for emerging viruses with the medicine like remdesivir.

Likewise, in inflammatory disorders we have a large

investment both in house with our partners like

Galapagos that we're firmly committed to.

And then finally now, this gives us a third

leg in oncology and hematology. It'd be hard for me to

imagine or to project in five years or ten years, you

know, the size of any one of those pillars, because that

will be driven by the uncertainties of science and how

we're going after the unmet medical needs. But it's

really important that you know that we're firmly

committed to all three of those areas, which is why the

previous question on acquisition capacity and our

ability to continue to flush out those areas as the

science evolves.

It's important we'll remain focussed on

that and very importantly, bringing in the best talent

from outside into our company to be able to make those

decisions. And maybe I'll just finalize on that talent

equation, because in addition to, of course, the great

colleagues we have at Kite and Gilead in oncology,

welcoming the Immunomedics talent to our family and the

opportunity that Trodelvy brings, I think that also

becomes a talent attraction and a talent magnet for

people that want to really make a difference for cancer

patients.

They want to come to companies that have

unmarked products that are near term, plus highly

innovative things that are earlier term. And with this

portfolio I think that gets us a great human capital

attraction as well, but all three areas we need that

human capital in.

MS. YOUNG: Awesome, thank you. Congrats.

MR. O'DAY: Thanks, Alethia.

MALE SPEAKER: Thank you. Our next

question comes from the line of Carter Gould from

Barclay's. Please go ahead.

Page 24

MR. GOULD: Good afternoon, guys. Congrats

on the deal. I guess two -- I guess, first off, can you

just comment for, I guess, first around sort of the

level of comfort with the competitive environment and

your internal assumptions around how you see that sort

of playing out? Obviously, Immunomedics has (inaudible)

first-mover advantage but there our competitors there.

And then secondly, just now, how you view sort of the

split in terms of R&D focus between hem-onc and solid

tumors and if this is closer to serve your target

balance? Any color there would be appreciated. Thank

you.

MR. O'DAY: So maybe I'll start on the

second question and turn the first question over to

Merdad. And Merdad, you can also -- but I think on this

balance between investment and hem-onc versus solid

tumors, again, you should hear directly from Merdad on

this, but I think the point is we'll follow the science.

So I think wherever we think we could have the biggest

impact on patients is where our investments will go.

And Merdad is putting together, you know, a portfolio

group and committee and decisionmaking process of Gilead

that's complimentary to the one at Kite that allows us

to kind of make those investment decisions based upon

data. And so you know, I think it'd be hard to predict

what the split will be between those two.

But of course, we've been heavier on

hematology side because of Kite and the recent

acquisition of Forty Seven in terms of late stage. And

now, this kind of fast forwards it for solid tumors, so

it certainly brings forward the immediate opportunity in

a much bigger way for solid tumors which we're excited

about. Merdad?

DR. PARSEY: Yeah. The only thing I'd add

to that is, you know, I think to embellish on what Dan

said, you know, we are focussed on making an impact and

having an impact on patients. And rather than sort of

saying we want a certain percent team or a certain

percent solid tumor, as Dan said, we'll follow the

science and go after the place where we think we can

have the biggest impact. So we don't have a quota we're

trying to fill or anything like that.

In terms of competition, I think it's safe

to assume that in oncology there's always competition

and, you know, we think about both the in-class and the

broader competitive space within each of the therapeutic

areas that we're interested in. Certainly for the in-

class competition we're excited that we're out ahead,

you know, and we're farther along and obviously approved

with the accelerated approval. I don't think we can be

complacent about that and we'll have to continue to

explore the molecule as aggressively as possible to show

the benefit of Trodelvy in various patient populations.

And then, you know, more broadly in

different tumor types, you know, I think what we can

bring is a orthogonal approach to some of the other

approaches people are taking in those tumors and

hopefully add to them and hopefully move up in lines of

therapy so that we can look at unique combinations as

we've mentioned, things like PARP inhibitors in some

tumor types, maybe IO in other tumor types. And I think

that allows us to move up into earlier lines of therapy.

So we'll be looking at that very broadly in order to

maintain our competitive edge, both in class and outside

of class.

MR. GOULD: Thank you.

MALE SPEAKER: Thank you. Our next

question comes from Phil Nadeau from Cowen and Company.

MR. NADEAU: Good afternoon. Let me add my

congratulations on the deal. Couple questions from me

on the upcoming data events. So it sounds like you've

been able to see and fully review the urothelial data

that we're going to see next weekend at ESMO. I'm

curious, what does your due diligence say about the

ability of that single-arm face to support an FDA filing

and approval?

And then second, there has been some

controversy among Immunomedics investors about the

timing of the interim analysis in the ER positive/HER2

negative breast cancer study. What does your diligence

say about the timing of that analysis, and certainly, do

you think that that analysis will support an FDA filing?

DR. PARSEY: Andy, do you want me to take

that?

MR. DICKINSON: Sure, yes.

DR. PARSEY: Yeah, okay, happy to take it.

So we do think that, obviously, we're optimistic about

the ability to file triple-negative this year. When we

look forward in triple-negative we think that we'll be

able to continue to expand in the EU. And then we are

optimistic about our chances to be filing for urothelial

hopefully for accelerated approval based on the data as

we think about 2021 and beyond.

After that, it obviously becomes a little

bit more grey, but we do hope for, you know, as the data

emerged that we do see the possibility of multiple

additional sBLAs coming up in the next few years.

MR. O'DAY: And the other question was the

timing of the in interim on the arm receptor positive.

Merdad?

DR. PARSEY: Oh, yeah, sorry. And that

Page 28

should be next year. That should be next year. We're

looking at sort of the second half of next year for

those data. Sorry.

MR. NADEAU: And do you think that'll

support an FDA filing?

DR. PARSEY: It's possible. I think we're

kind of thinking about that's -- the potential for that

would be obviously in 2022 and beyond, depending on the

outcome. That's possible that we could have that, but

obviously, we haven't seen those interim data, right?

So that's speculation. But hopefully, we'll do the

interim and if it does support it we would go for a

filing in 2022.

17 questions and congrats again 18 MR. DICKINSON: 19 MALE SPEAKER:

MR. NADEAU: Great. Thanks for taking my on the deal.

Thanks, Phil.

Thank you. Our next

question comes from Brian Abrahams from RBC Capital

Markets. Please go ahead.

MR. ABRAHAMS: Hey guys, thanks for taking

my questions and my congrats on the deal as well. How

are you thinking about the launch ramp for Trodelvy and

the potential for commercial synergies there? And then

can you talk about the long-term leveragability of their

ADC technology? Thanks.

MR. O'DAY: Johanna, do you want to take

the launch one?

MS. MERCIER: Yep, sure. So Brian, I think

what we've seen so far is, obviously, the first two

months that Immunomedics have spoken to about in their

earnings call this summer, and obviously a very strong

start, we've also seen some pretty powerful data around

not only the awareness of Trodelvy in the marketplace

with oncologist that treat breast cancer, but also their

intent to prescribe. And I think what we're seeing is a

really nice ramp up and that's really kudos to the

Immunomedics team for making sure that happens in such a

quick time, both from a physician education standpoint

but also from an access standpoint in making sure that

there's no barriers for patients.

So I think they're off to a very strong

start. I think the opportunity is, obviously, to

continue to grow that and potentially expand even the

footprint as we think about moving it forward, not only

in triple-negative breast cancer but other areas as

well. So I think we're excited about that, let alone

the fact that, you know, the intent is to file a

submission in Europe early next year, and obviously

follow up very quickly in Europe and beyond that to

Page 30

really maximize the opportunity with a global footprint

that Gilead already has. So I do think that the

opportunity from a launch uptake over the next 18 to 24

months are quite large.

MR. O'DAY: Thanks. And long-term

potential on the ADC, I mean, Merdad, of course, you may

have some insights there.

DR. PARSEY: You know, I think that

certainly what's -- I think a lot of people have been

struggling with ADCs for a long time and what we're

excited about, what we're seeing on the therapeutic

potential here of this platform, so it's definitely

something that we will consider as we get into that.

Certainly, the ability to deliver the payload here with

this particularly linker is promising in

triple-negative, so we have to think about what other

antibodies and antigens we can go after to try to expand

the utility. So we'll definitely be considering those

going forward.

MR. ABRAHAMS: Got it. Thanks again.

MR. O'DAY: Thanks, Brian.

MALE SPEAKER: Thank you. Our next

question comes from Matthew Harrison from Morgan

Stanley. Please go ahead.

MR. HARRISON: Great, good afternoon,

thanks for taking the question. I guess two for me.

One, can you just talk about your view on competitive

Page 31

differentiation versus passive. And then secondly, just

from a strategic standpoint, I think previously you've

talked about for oncology pursuing what I call more IO

adjacencies in IO type products, and it seems more like

a more traditional solid tumor product, so should we

think about you expanding the breadth of the kinds of

product you'd like to bring in? Thanks.

MR. O'DAY: Yeah, let me -- thanks Matthew

for the thoughtful question and I'll let Merdad speak

about your first one on the competitive differentiation

of padsil (phonetic). But I think on the second one,

and I'll give you my viewpoint and Merdad as well can

give you his. I think, you know, of course, we continue

to remain interested on the cutting edge aspect of

oncology and a great deal that is immuno-oncology today

which has been our focus based upon, you know, some of

our scientific background in immunomodulation, which

adds some links back into virology and other scientific

foundations we have in the company.

Having said that, we've always said that we

would remain opportunistic on adjacencies. And I think

this is very connected mechanism versus IO in our

opinion. Scientifically, of course, it's targeted

towards TROP-2 expression, it's broadly applicable to

Page 32

solid tumors, and because of its profile, we think it's

combinable, of course, not just with IO but could very

well be, you know, one of the biggest opportunities

could be combinability with IO.

So I think it really fits into our

strategy, number one, but number two to our point, you

know, it could have us alter our strategy, right? The

strategy should never be set in stone, and a lot of our

experiences, many of us have decades of experience in

oncology strategy, one thing you know is you've gotta

stay nimble and ready to kind of move and rotate.

It reminds me of the old ADC days that

Genetech and Roshrem (phonetic) we had, you know, dozens

of ADCs that we thought after concile were just going to

come pouring out. And the story there was that it

wasn't quite as easy to get an antibody linker and toxin

to be -- to hit that sweet spot of efficacy and safety.

And that's why we're so impressed by the way -- what

Immunomedics has done with Trodelvy.

So I think the bottom line is that, yes,

we'll continue to focus on IO, yes we have great

modalities and housed some cell therapy and non-cell

therapy and those are building. And I think, you know,

this may have us rethink how we are inclusive in

oncology strategy, you know, of other modalities and

other mechanisms. So stay tuned on that. I mean,

clearly with this being such a potential foundational

Page 33

molecule for lots of tumor types, not only within Gilead

but also outside of Gilead, you know, we'll continue to

look for partnership opportunities. And certainly,

Immunomedics already has, you know, a line of folks that

are interested in looking at combinability of their

agents with Trodelvy and nothing on that will change as

we go into the next phase of Trodelvy's growth.

Merdad, please.

DR. PARSEY: Yeah, yeah. And ongoing --

just to finish that point, you know, and emphasize is

ongoing combination trials with molecules from other

companies. And we'll continue to do that and look to

those readouts because I think they'll be very

important. As far as the comparison that

(unintelligible), I think certainly the data continued

to evolve. What we are excited about is that Trodelvy

brings a very different safety profile as well as

efficacy, right, so I think it's important to look at

both sides of that.

And so we're fairly confident as the data

mature that there will be a role for Trodelvy that will

Page 34

be complimentary to that for the competitor molecules in

this space primarily because of the difference in

tolerability. I think there's -- it's a very different

profile and I think in this -- there's specific things

about some of the more frail patients and urothelial

cancer, that difference in the adverse event profile may

afford patients a really great choice in terms of

treatment options there. So we think there's a

differentiating effect there from the safety standpoint

as well as efficacy.

MALE SPEAKER: Thank you. I show our next

question comes from Terence Flynn from Goldman Sachs.

Please go ahead.

MR. FLYNN: Hi. Thanks for taking the

questions and appreciate all the color. Just had a few.

Was wondering what you guys were assuming for Trodelvy

IP particularly given it's an ADC that goes out longer.

And then on the sales force side, can you just provide

any detail there in terms of the size of the current

sales force, plans for Europe, and then any leverage

opportunity with your current sales force? And then on

the drug pricing side, you know, obviously, there's some

uncertainty into the U.S. election, just wondering as

you thought about your models here, with respect to

longer-term pricing dynamics anything of note, or did

you already factor in a pretty conservative pricing

Page 35

outlook? Would just be curious to get some color there.

Thank you.

MR. O'DAY: Andy, do you want to do the IP

and then Johanna, you can do some of the sales force and

a bit of pricing. I could also do some pricing, too, if

you like.

MR. DICKSON: Yeah, I'd be happy to start.

I think -- Terence, thanks for the questions. At a high

level, I think we're not providing specific guidance.

What we'd say is we're very comfortable with the IP

estate well into the 2030s. Obviously, anti body drug

conjugates are unique and have multiple layers of patent

estates, but we're very comfortable that this asset will

have IP protection well into the 2030s. Johanna?

MS. MERCIER: Yeah, thanks, Andy. And so

maybe going on first to the field force coverage that

you're referring to, I think two things. I think

Immunomedics has a good coverage today across the United

States. I think there might be some opportunities

potentially expand and even leverage some of the work

that's going on with Kite as well, since Kite is very

well established in the academic setting. And so the

interplay between academia and community is going to be

very important. And right now, the split is about

70/30; 70 community, 30 academic is where they're

Page 36

looking at their current business. And I think there's

probably an opportunity to continue to evolve that.

I think to your question to Europe,

obviously, that's something we're going to take on

pretty quickly. I do think we have previous models of

what an oncology footprint would look like in Europe,

and it's a little bit of a different setting than in the

U.S., but I think we feel confident that we can ramp it

up pretty quickly over the next few months as we look at

the model and the timing, of course, both for regulatory

approval, but as you know, reimbursement takes a little

bit longer in many markets.

And then the last piece of the puzzle about

drug pricing, obviously, this is a market-approved

product, so the U.S. pricing assumptions were a little

bit easier and, of course, as we look at the outlook,

we've been just as conservative about our outlook as we

look at our own product portfolio and applied similar

assumptions, similar within the U.S. and also outside of

the U.S. as we think about Europe, for example.

Hopefully that addresses -- I don't know,

Dan do you want to add anything to that?

MR. O'DAY: No, not really, Terence, I

mean, I think that's exactly what I wanted to say is

that we're always quite conservative when we do these

Page 37

types of modelings around both the continued decline in

Europe and somewhat stable in the United States. Having

said that, have we factored it in every scenario in the

U.S. for any of our products? No. I remain convinced

that, A, we need reform on drug pricing in the United

States. And B, we have to make sure that patients' out-

of-pocket costs are the things we target, and that we

most importantly, see reward innovation.

And I remain convinced that we'll get to

those types of policies. We've been rolling our sleeves

up and we'll get there. But for medicines like this

that have such a dramatic impact I think these are

largely, you know, not the medicines and the focus, and

I think one has to have a high differentiation on any

environment that we're going to go into around the world

in terms of drug pricing. And I, for one, really like

the profile of this medicine as we approach whatever

reforms may happen, not only in the United States, but

everywhere in the world, because this really does have a

very significant impact on patients. So that's -- the

most important thing is to keep the bar high on

innovation.

MR. DICKINSON: Terence, one more point on

your question. The regulatory and statutory exclusivity

in the U.S. is also important as you think about the

Page 38

exclusivity period around this antibodies in particular

in the U.S.

MALE SPEAKER: Thank you. I show our next

question comes from the line of Jim Berkanoff (phonetic)

from Wells Fargo. Please go ahead.

MR. BERKANOFF: (Inaudible) Thanks for

taking our questions and congratulations on the deal.

Our first question is on manufacturing of the antibody.

Obviously, Immunomedics is planning on using Samsung

Biologics for expanded commercial supply. What is your

strategy to maintain a tight constant grips on the

antibody? And a second question is whether

(unintelligible) interest in the Koch Organization, how

you feel about ADC, the ADC platform and cell therapy as

part of an integrated option for a specific target.

Thank you.

MR. O'DAY: Thanks. Maybe Andy and Merdad?

MR. DICKINSON: Yeah, I'll start on the

manufacturing side. As you'd expect, I mean, there's a

lot of history here on the manufacturing side with our

CMC team has spent a lot of time with the Immunomedics

team looking at this. It's a relatively complex

manufacturing network relative to others given that you

have either from parties toxin (phonetic) and the linker

and the antibody and then pulling it all together.

We're very comfortable with what they've done. They

have a great team, we think they've done a great job.

We're comfortable with our ability to scale it up.

Page 39

Obviously getting Samsung in place was an important step

for them as well, it gives us a lot of comfort.

So we -- you know, the cost of goods here

specifically to your question, are entirely in line with

the rest of our portfolio at scale including, you know,

standard kind of antibody and small molecule cost of

goods. So there's nothing unique here other than you

know with slightly different than your standard

antibody, but that scale, we see every opportunity to

get to a really attractive cost of goods. Merdad?

DR. PARSEY: Yeah, and what I would say in

terms of the cell therapy, potential cell therapy, we

are very much focussed I would say primarily on the

solid tumor area right now making sure that we keep our

eye focussed on being successful and our core

indications. Having said that, we always -- we're very

close with our colleagues at Kite and always look at

opportunities more broadly and will -- this would go

into that bucket of we certainly consider potential

synergies between cell therapy and TROP-2 targeted

therapy.

MALE SPEAKER: Thank you. Our next

Page 40

question comes from the line of Mohib Bencil (phonetic)

from Citi. Please go ahead.

MR. BENCIL: Great, thanks for taking my

question and congrats on the deal. Quick question. So

communications -- I mean the goal was to bring the

by-plane that some small (unintelligible) and this seems

a little bit bigger than that, we just wanted to get

your thoughts on what changed the thought process here

and had it anything to do with the filgotinib action by

that? Thank you.

MR. O'DAY: Hey, Mohib. Yeah, Dan O'Day

here. So the answer to the question is no, it had

nothing to do with filgotinib. And what I would say is

that, you know, I think this is very consistent with the

strategy we laid out when I came in about a year and a

half ago with the team here, which is, you know, to be

disciplined about our scientific areas of strength and

where we're going to play and where we're not going to

play. And then secondarily, to do that with small to

medium-sized bolt-on acquisitions. So I mean, given our

market cap and ability, I think this clearly falls

sweetly into the medium-sized bolt-on. It's

particularly important, you know, because it's derisked

from the standpoint of having, you know, on-market and

approval to regulatory so that's obviously why it

Page 41

becomes more of a mid-size bolt-on, but strategically as

we talked about before, very much in line with our

strategy. And I think you can expect us to do more of

this.

Now as Andy says, it's not every day we're

going to do a $20 billion acquisition. We do have

sufficient fire power still to put to work and we'll

keep the threshold high on innovation.

The other thing we'll do is we'll continue

to be creative in terms of transaction structure. I

think Andy and his team have been real creative about,

you know, finding ways to partner with companies that

allow each party to share the risk more fully until you

get data, particularly on the earlier stage compounds,

or some of the innovative type structures we've created

that are very long-term research based and development

based initiatives like we've done with Galapagos on a

very sizable basis or ARCAS recently on the oncology

basis.

So I think making sure that we continue to

pivot and have a really fit-for-purpose approach on our

strategy as we think about small, medium-sized

partnership acquisitions you'll continue to see us do

that. And that's -- I think that takes a lot of work,

it takes relationships, it takes knowledge, it takes

know how, but at the end of the day I think it's the

Page 42

best way to make sure that you're -- whatever, whoever

your partnering with are acquiring but the innovation

stays intact and complete, because at the end of the day

it's about people, it's about getting them motivated,

and different structures are required to get us there.

So this is -- this is a medium-sized and it's

transformational for our oncology business, but I think

what you've seen in the past you can continue to expect

to see in the future.

MR. BENCIL: Very helpful, thank you.

MALE SPEAKER: Thank you. Our last

question comes from the line of Umer Raffat from

Evercore. Please go ahead.

MR. RAFFAT: Hi guys, thank you for taking

my question. I have a few today, if I may, and I would

appreciate you bearing with me on these. First Dan, I

don't think anyone will question the quality of the

asset or the strength of clinical data for Trodelvy, but

the same asset with much of the same clinical data

across indications was trading at less than 20 percent

of the acquisition price during most of 2019. So how

should we think about that especially also from a

capital allocation perspective from Gilead, number one.

Page 43

Merdad, a couple for you. I'm curious what

do you think about Dychee's (phonetic), TROP-2 ADC,

especially since it only needs one infusion per cycle,

not two. And also, if you could speak to the response

rate and know or low TROP-2 expressors both in UC and HR

positive breast, and what percent (unintelligible) is

that? Thank you very much.

MR. O'DAY: Sure Umer, we always appreciate

your questions and happy to take them. So on the first

one, just to put your question into context and I think

it's not uncommon to see share prices drop when you have

remarkable clinical data, but in particularly in the ADC

space, given what I said before about, you know, the

halls of many companies and academic that have been

littered with ADC that didn't show their promise, you

know, it's not uncommon to be skeptical until you see

clinical data.

At the end of the day clinical data trumps

I think everything. And so, of course, we saw an

appreciation of the share price based upon the clinical

data that's been publically made available so far. And

then to remind you from what Andy said before, we look

at this intrinsic value basis, a premium can often get

confused and particularly in this one, I think the

premiums are conflated by the fact that we have

Page 44

information that the public doesn't have yet, given the

upcoming ESMO meeting that you'll see next week. And

clearly, you know, it's our assumption that the share

price of Immunomedics also would have appreciated as a

result of the ESMO data as well.

So you take that into account when you look

at the entirety of the premium, but all of that

fundamentally is based on the clinical data both in

triple-negative breast cancer and the early clinical

data other indications that we talk about on this call,

as well as some of the data that you'll see at ESMO

around the early combinability. So that's really where

the intrinsic value comes from and I'd much rather look

at from that than where the share price was trading six

months, nine months, 12 months ago.

Merdad?

DR. PARSEY: Yeah, I don't have -- in terms

of the TROP-2 expression and I'd say it's really early

days we -- I think we need to understand our

relationship better that Immunomedics medics team has

done a great job of looking at that. And I would say

you know, the early data really intriguing in terms of

the relationship between TROP-2 expression and response.

But it'll take a lot more data for us to identify a cut

point, what it looks like in different tumor types, what

Page 45

it looks like in various lines of therapy. So I'd say

it's really too early to draw too many conclusions

there, but we'll have to gather more data to look at

that. But certainly, I feel that it looks as though

that higher levels of TROP-2 expression certainly seem

to have better responses in the general sense. But

we'll have to see how that evolves over time.

And then in terms of comparison to

(unintelligible) again, as I said earlier, I think it's

hard to compare it, because they're at different stages

of development in different patient populations with

different background therapy. Having said that, one of

the things that we like about, obviously, the

Immunomedics molecule is not only its efficacy but also

its safety profile. And as you've seen with the

(unintelligible) molecule, they do see some interstitial

lung disease that develops, and we haven't seen any

evidence of that with the Immunomedics molecule.

A lot of caveats around that, but we're

heartened by the fact that the tolerability profile

molecules needs to be really good and allows us to think

about earlier lines of therapy and accommodations in

ways that I think, you know, other molecules it would be

harder to think about in that way.

Hope that helps.

1 MR. RAFFAT: Thank you very much, guys.

Page 46

MALE SPEAKER: Thank you. This includes

our Q-and-A session. At this time I'd like to send the

call back over to Mr. Douglas Maffei, Senior Director

Investor Relations for closing remarks. Please go

ahead.

MR. MAFFEI: Thank you, Dalim (phonetic),

and thank you all for joining us today. We appreciate

your continued interest in Gilead and the team here

looks forward to providing you with updates on our

future programs.

MALE SPEAKER: Ladies and gentlemen, this

concludes today's conference call. Thank you for

participating. You may now disconnect.

15 (End of audio file) 16

1 CERTIFICATION

Page 47

8 I, Carmel Martinez, TX CSR No. 8128, FPR No. 1065,

do certify that I was authorized to and did listen to

and transcribe the foregoing recorded proceedings and

that the transcript is a true record to the best of my

12 ability. 13

14 Dated this 14th day of September, 2020. 15

Carmel Martinez,

TX CSR No. 8128

FL FPR No. 1065

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, related to Gilead, Immunomedics and the acquisition of Immunomedics by Gilead that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies’ and members of their senior management team. Forward-looking statements include, without limitation, statements regarding the business combination and related matters, prospective performance and opportunities, post-closing operations and the outlook for the companies’ businesses, including, without limitation, the ability of Gilead to advance Immunomedics’ product pipeline and successfully commercialize Trodelvy; expectations for achieving full U.S. Food and Drug Administration approval based on Immunomedics’ confirmatory data for Trodelvy and Immunomedics’ development of Trodelvy for additional indications; clinical trials (including the anticipated timing of clinical data; the funding therefor, anticipated patient enrollment, trial outcomes, timing or associated costs); the possibility of unfavorable results from clinical trials; regulatory applications and related timelines, including the filing and approval timelines for Biologics License Applications and supplements; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; difficulties or unanticipated expenses in connection with integrating the companies; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Immunomedics’ stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of the transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; Immunomedics’ ability to meet post-approval compliance obligations (on topics including but not limited to product quality, product distribution and supply chain requirements, and promotional and marketing compliance); imposition of significant post-approval regulatory requirements on Immunomedics’ products, including a requirement for a post-approval confirmatory clinical study, or failure to maintain (if received) or obtain full regulatory approval for Immunomedics’ products due to a failure to satisfy post-approval regulatory requirements, such as the submission of sufficient data from a confirmatory clinical study; the impact of competitive products and pricing; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; adverse impacts on business, operating results or financial condition in the future due to pandemics, epidemics or outbreaks, such as COVID-19; and other risks and uncertainties detailed from time to time in the companies’ periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Immunomedics and the Schedule TO and related tender offer documents to be filed by Gilead and [Merger Sub], a wholly owned subsidiary of Gilead. All forward-looking statements are based on information currently available to Gilead and Immunomedics, and Gilead and Immunomedics assume no obligation and disclaim any intent to update any such forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The tender offer described in this document has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Immunomedics, nor is it a substitute for any tender offer materials that Gilead, Maui Merger Sub, Inc. or Immunomedics will file with the SEC. A solicitation and an offer to buy shares of Immunomedics will be made only pursuant to an offer to purchase and related materials that Gilead intends to file with the SEC. At the time the tender offer is commenced, Gilead will file a Tender Offer Statement on Schedule TO with the SEC, and Immunomedics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY 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 tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of Immunomedics at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free by contacting Gilead or Immunomedics. Free copies of these materials 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, by phone at 1-800-GILEAD-5 or 1-650-574-3000, or by directing requests for such materials to the information agent for the offer, which will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by Immunomedics will be available free of charge under the “Investors” section of Immunomedics’ internet website at Immunomedics.com.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Immunomedics file annual, quarterly and current reports, proxy statements and other information with the SEC. Gilead’s and Immunomedics’ filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.