SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)

OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

KITE PHARMA, INC.

(Name of Subject Company (Issuer))

DODGERS MERGER SUB, INC.

a wholly-owned subsidiary of

GILEAD SCIENCES, INC.

(Names of Filing Persons (Offeror))

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

49803L109

(Cusip Number of Class of Securities)

Brett A. Pletcher, Esq.
Executive Vice President, General Counsel and Chief Compliance Officer

Gilead Sciences, Inc.

333 Lakeside Drive

Foster City, California 94404

650-574-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Stephen F. Arcano
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
(212) 735-3542 Graham Robinson
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston, MA 02116
(617) 573-4850

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$11,225,580,130.26	$1,301,044.74

*	Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated as the sum of (i) 57,410,242 outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Kite Pharma, Inc. (“Kite”) multiplied by $180.00, (ii) 4,387,212 Shares issuable pursuant to outstanding stock options that have vested (or are anticipated to vest prior to the completion of the transaction) multiplied by $180.00, (iii) 86,850 Shares issuable pursuant to outstanding warrants multiplied by $180.00, (iv) 181,811 Shares issuable pursuant to outstanding unvested stock options multiplied by $105.66 (which is $180.00 minus the weighted average exercise price for such options of $74.34 per share) and (v) 373,307 Shares issuable pursuant to outstanding unvested restricted stock units that are anticipated to vest prior to the completion of the transaction multiplied by $180.00. The calculation of the filing fee is based on information provided by Kite as of August 31, 2017.
**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2017, issued August 31, 2016, by multiplying the transaction value by 0.0001159.
x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,301,044.74	Filing Party:	Dodgers Merger Sub, Inc. and Gilead Sciences, Inc.
Form or Registration No.:	Schedule TO	Date Filed:	September 5, 2017

¨            Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:
x           third-party tender offer subject to Rule 14d-1.
o            issuer tender offer subject to Rule 13e-4.
o            going-private transaction subject to Rule 13e-3.
o            amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.   o

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Dodgers Merger Sub, Inc., a Delaware corporation (“Purchaser”), and Gilead Sciences, Inc., a Delaware corporation (“Parent”), with the U.S. Securities and Exchange Commission on September 5, 2017 (together with any subsequent amendments and supplements thereto, the “Schedule TO”).  The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, $0.001 par value per share (“Shares”), of Kite Pharma, Inc., a Delaware corporation (“Kite”), at a price of $180.00 per Share, net to the holder in cash, without interest upon the terms and subject to the conditions described in the Offer to Purchase dated September 5, 2017 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Purchaser is a wholly-owned subsidiary of Parent. This Amendment is being filed on behalf of Parent and Purchaser. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

Amendments to the Offer to Purchase

Items 1 through 11.

(1) The information set forth in the Offer to Purchase under “The Tender Offer—Section 10—Background of the Offer; Contacts with Kite” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by replacing the third paragraph in the subsection titled “Background of the Offer and the Merger” which begins on page 26 of the Offer to Purchase with the following:

“As part of these regular evaluations, in January 2017, while attending an industry conference, Andrew Dickinson, Senior Vice President, Corporate Development of Parent and Helen Kim, Executive Vice President, Business Development of Kite met informally and generally discussed Parent’s interest in the oncology field and potentially learning more about Kite. Representatives of Kite and Parent had in the preceding two years engaged in informal discussions regarding Parent’s interest in the oncology field and potential transactions such as partnerships or collaborations. These interactions did not involve any discussion of potential acquisition transactions. Shortly after the conference, Mr. Dickinson followed up with Ms. Kim and they agreed to put in place a confidentiality agreement to facilitate this latest set of discussions. Parent and Kite thereafter entered into a confidentiality agreement to facilitate such further discussions, dated February 10, 2017, providing for the sharing of information with a purpose of discussing, evaluating, negotiating and potentially entering into a business transaction involving Kite and Parent.”

(2) The information set forth in the Offer to Purchase under “The Tender Offer—Section 10—Background of the Offer; Contacts with Kite” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by replacing the eighth paragraph on page 29 of the Offer to Purchase, under the sub section titled “Background of the Offer and the Merger,” which begins on page 26 of the Offer to Purchase, with the following:

“On August 14, 2017, Parent held a meeting of the Parent Board to provide an update on the recent discussions with Kite and updates to Parent’s financial valuation of Kite. Dr. Milligan and Mr. Dickinson highlighted new information obtained in the August 1 Meeting and August 11 Meeting with Kite, clinical data announced by Nanjing Legend Pharmaceutical & Chemical Co., Ltd., bluebird bio, Inc. and Novartis AG and Kite’s public announcements over the past week that all factored into adjustments to Parent’s financial model. Based on this information and the model updates, after significant discussion, the Parent Board authorized management to submit a non-binding acquisition proposal to acquire all of the assets of Kite at a price of up to $180 per Share in cash.”

(3) The information set forth in the Offer to Purchase under “The Tender Offer—Section 12—Sources and Amount of Funds” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by replacing the first paragraph thereof with the following:

“The Offer is not conditioned upon Parent’s or Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Parent and Purchaser estimate that the total amount of funds required to consummate the

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Merger (including payments for options, restricted stock units and other payments referred to in the Merger Agreement) pursuant to the Merger Agreement and to purchase all of the Shares pursuant to the Offer and the Merger Agreement will be approximately $11.9 billion at or prior to the Closing. Purchaser anticipates funding these payments with cash on hand and from a combination of some or all of the following credit commitments and facilities of Parent and notes issuances of Parent.

Cash Bridge Commitment

On August 31, 2017, Parent entered into a commitment letter (the “Cash Bridge Commitment Letter”) by and among Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated (which we refer to collectively as “BofAMerrill”) and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (which we refer to collectively as “Wells Fargo” and, together with BofAMerrill, the “Initial Commitment Parties”) pursuant to which the Initial Commitment Parties committed to provide up to $9.0 billion in loans under a new senior unsecured cash bridge facility (the “Cash Bridge Facility”).  Subject to certain customary conditions, the Cash Bridge Facility would be available to Parent to finance the Transactions and pay related fees and expenses. Pursuant to the terms of the Cash Bridge Commitment Letter, the commitments of the Commitment Parties (as defined below) under the Cash Bridge Commitment Letter would be reduced on a dollar-for-dollar basis by, among other things, the amount of commitments received by Parent for any term loan credit facility for the purpose of financing a portion of the Transactions, and would be further reduced on a dollar-for-dollar basis by the gross proceeds from any notes issuance for the purpose of financing a portion of the Transactions.

On September 8, 2017, Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, N.A., Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, Goldman Sachs Bank USA, Citibank, N.A., Royal Bank of Canada and U.S. Bank National Association (collectively, the “Additional Commitment Parties” and, together with the Initial Commitment Parties, the “Commitment Parties”) became parties to the Cash Bridge Commitment Letter by means of a joinder agreement and the $9.0 billion commitment of the Initial Commitment Parties was reduced on a dollar-for-dollar basis by the commitments of the Additional Commitment Parties.

The foregoing summary of the Cash Bridge Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Cash Bridge Commitment Letter itself, which is incorporated herein by reference.  We have filed a copy of the Cash Bridge Commitment Letter as Exhibit (b)(1) to the Schedule TO.

Term Loan Credit Facility

On September 8, 2017 (the “Term Loan Effective Date”), Parent entered into a $6.0 billion Term Loan Facility Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), certain other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, and Wells Fargo Bank, National Association, as syndication agent.  The proceeds of the loans under the Credit Agreement will be used to finance a portion of the Transactions, as well as to pay fees and expenses of Parent in connection with the transactions contemplated by the Credit Agreement.

The Credit Agreement provides for (i) a $1.0 billion senior unsecured term loan facility with a maturity of 364 days after the closing date (the “364-Day Term Facility”), (ii) a $2.5 billion senior unsecured term loan facility with a maturity of three years after the closing date (the “Three-Year Term Facility”) and (iii) a $2.5 billion senior unsecured term loan facility with a maturity of five years after the closing date (the “Five-Year Term Facility”, and together with the 364-Day Term Facility and the Three-Year Term Facility, the “Facilities”). Parent did not borrow under any of the Facilities on the Term Loan Effective Date. Loans under the Credit Agreement will bear interest at either (i) the Eurodollar Rate plus the Applicable Margin or (ii) the Base Rate plus the Applicable Margin, as defined in the Credit Agreement.  The Applicable Margin used in connection with the interest rates is based on the credit ratings assigned to Parent’s senior unsecured non-credit enhanced long-term indebtedness for borrowed money. The Applicable Margin for Eurodollar Rate loans ranges (i) with respect to the 364-Day Term Facility, from 0.500% to 1.125%, (ii) with respect to the Three-Year Term Facility, from 0.625% to 1.250% and (iii) with respect to the Five-Year Term Facility, from 0.625% to 1.250%.  The Applicable Margin for Base Rate loans ranges (i) with respect to the 364-Day Term Facility, from 0.000% to 0.125%, (ii) with respect to the Three-Year Term Facility, from 0.000% to 0.250% and (iii) with respect to the Five-Year Term Facility, from 0.000% to 0.250%.

All payments of principal and interest with respect to the Facilities will be due and payable as specified in the Credit Agreement. The 364-Day Term Facility and Three-Year Term Facility have no interim amortization and

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all amounts outstanding thereunder will be due and payable at maturity. The Five-Year Term Facility will have no scheduled amortization for the first two years following the closing date and thereafter, the outstanding principal amount of the Five-Year Term Facility will be payable in quarterly amounts equal to 2.5% of the initial principal amount of the Five-Year Term Facility on each fiscal quarter end date after the second anniversary of the closing date, with any remaining balance due and payable at maturity.

Parent may reduce the commitments under any Facility and may terminate or permanently prepay loans under any Facility in whole or in part at any time, without premium or penalty, upon notice to the Administrative Agent and subject to the conditions specified in the Credit Agreement. Amounts repaid under the Credit Agreement cannot be reborrowed. To date, no plans have been made to finance or repay the Facilities after the consummation of the transactions contemplated by the Merger Agreement, other than as required by the terms of such Facilities.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default.

The foregoing summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement itself, which is incorporated herein by reference.  We have filed a copy of the Credit Agreement as Exhibit (b)(2) to the Schedule TO.

Pursuant to the terms of the Cash Bridge Commitment Letter, the commitments provided under the Credit Agreement on September 8, 2017 reduced the commitments of the Commitment Parties under the Cash Bridge Commitment Letter on a dollar-for-dollar basis from $9.0 billion to $3.0 billion.

Senior Notes

On September 14, 2017, Parent entered into an underwriting agreement pursuant to which Parent agreed to issue and sell to the underwriters named therein $3.0 billion aggregate principal amount of senior unsecured notes (the “Notes”), consisting of $2.0 billion aggregate principal amount of floating rate notes (the “Floating Rate Notes”) and $1.0 billion aggregate principal amount of fixed rate notes (the “Fixed Rate Notes”) in a registered public offering. The offering is expected to close on September 21, 2017, subject to customary closing conditions.

Parent intends to use the net proceeds from the offering to finance a portion of the cash consideration payable in connection with the Transactions and to pay related fees and expenses.  The gross proceeds of the offering will also reduce the remaining commitments under the Cash Bridge Commitment Letter.  In the event that Parent does not consummate the Transactions on or prior to March 27, 2018 or the Merger Agreement is terminated any time prior thereto, Parent will be required to redeem in whole and not in part the aggregate principal amount of the outstanding Notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date. The “special mandatory redemption date” will be the earlier to occur of (1) April 26, 2018, if the Acquisition has not been consummated on or prior to March 27, 2018, or (2) the 30th day (or if such day is not a business day, the first business day thereafter) following the termination of the Merger Agreement for any reason. The closing of the offering is not contingent on the closing of the Transactions.

The Notes are expected be issued under the same base indenture governing Parent’s existing senior unsecured notes and will be subject to substantially similar negative covenants and events of default.  Parent will have the option to redeem some or all of the Fixed Rate Notes, but not the Floating Rate Notes, at any time and from time to time, at the redemption price described in the Fixed Rate Notes.  Parent will also be required to repurchase each series of Notes upon certain change of control events.”

(4) The information set forth in the Offer to Purchase under “The Tender Offer—Section 13—Conditions of the Offer” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by replacing the final paragraph thereof with the following:

“The foregoing conditions are for the sole benefit of Parent and Purchaser, may be asserted by Parent or Purchaser regardless of the circumstances giving rise to any such conditions (including any action or inaction by Parent or Purchaser), and (except for the Minimum Tender Condition) may be waived by Parent and Purchaser, in whole or in part, at any time and from time to time, in their sole and absolute discretion. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time and from time to time prior to the expiration of the Offer (except for conditions relating to government regulatory approvals).”

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Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following.

(b)(1)Cash Bridge Facility Commitment Letter, dated as of August 31, 2017, among Gilead Sciences, Inc., Bank of America N.A., Merrill Lynch Pierce Fenner & Smith Incorporated, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC

(b)(2)Joinder Agreement, dated as of September 8, 2017, among Gilead Sciences, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A., Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, N.A., Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, Goldman Sachs Bank USA, Citibank N.A., Royal Bank of Canada and U.S. Bank National Association.

(b)(2)Term Loan Facility Credit Agreement, dated as of September 8, 2017, among Gilead Sciences, Inc., Bank of America, N.A., as Administrative Agent, certain other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National Association, as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Parent with the Securities and Exchange Commission on September 13, 2017)

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 18, 2017

DODGERS MERGER SUB, INC.
By:	/s/ Robin L. Washington
	Name:	Robin L. Washington
	Title:	President and Treasurer
GILEAD SCIENCES, INC.
By:	/s/ John F. Milligan
	Name:	John F. Milligan, Ph.D.
	Title:	President and Chief Executive Officer

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EXHIBIT INDEX

Index No.
(a)(1)(A)	Offer to Purchase, dated September 5, 2017*
(a)(1)(B)	Form of Letter of Transmittal*
(a)(1)(C)	Form of Notice of Guaranteed Delivery*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)	Form of Summary Advertisement, published September 5, 2017 in The Wall Street Journal*
(a)(5)(A)	Joint Press Release of Parent and Kite, dated August 28, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Parent with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(B)	Investor Presentation, dated August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(C)	Infographic by Parent (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(D)	Email sent to Parent Operations Department and Senior Management on August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(E)	Email sent to employees of Kite, dated August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(F)	Tweet from Parent, August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(G)	Tweet from Parent, August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(H)	Tweet from Parent, August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(I)	Tweet from Parent, August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(J)	Tweet from Parent, August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(K)	Tweet from Parent, August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(L)	Tweet from Parent, August 28, 2017 (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on August 28, 2017)*
(a)(5)(M)	Q&A provided to Kite employees (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on September 1, 2017)*
(a)(5)(N)	E-mail to Kite employees from Kite management (incorporated by reference to the Tender Offer Statement on Schedule TO-C of Parent filed with the Securities and Exchange Commission on September 1, 2017)*
(b)(1)	Cash Bridge Facility Commitment Letter, dated as of August 31, 2017, among Gilead Sciences, Inc., Bank of America N.A., Merrill Lynch Pierce Fenner & Smith Incorporated, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC
(b)(2)	Cash Bridge Joinder Agreement, dated as of September 8, 2017, among Gilead Sciences, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A., Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, N.A., Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, Goldman Sachs Bank USA, Citibank N.A., Royal Bank of Canada and U.S. Bank National Association.
(b)(3)	Term Loan Facility Credit Agreement, dated as of September 8, 2017, among Gilead Sciences, Inc., Bank

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	of America, N.A., as Administrative Agent, certain other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National Association, as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Parent with the Securities and Exchange Commission on September 13, 2017)
(d)(1)	Agreement and Plan of Merger, dated as of August 27, 2017, among Kite, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Parent with the Securities and Exchange Commission on August 28, 2017)*
(d)(2)	Mutual Confidentiality Agreement, dated as of February 10, 2017, by and between Kite and Parent (incorporated by reference to Exhibit (e)(2) to the Schedule 14D-9 filed by Kite with the Securities and Exchange Commission on September 5, 2017)*
(d)(3)	Amendment No. 1 to Mutual Confidential Disclosure Agreement, dated as of August 20, 2017, by and between Parent and Kite (incorporated by reference to Exhibit (e)(3) to the Schedule 14D-9 filed by Kite with the Securities and Exchange Commission on September 5, 2017)*

*Previously filed.

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EX-99.(B)(1)

Exhibit (b)(1)

Execution Version

BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York  10036	WELLS FARGO BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC 550 S. Tryon Street Charlotte, North Carolina 28202
	CONFIDENTIAL
	August 31, 2017

GILEAD SCIENCES, INC.

333 Lakeside Drive

Foster City, CA  94404

Attention:  Robin L. Washington, Executive Vice President and Chief Financial Officer

PROJECT DODGERS

Cash Bridge Facility Commitment Letter

Ladies and Gentlemen:

Gilead Sciences, Inc. (“you” or “Gilead”) has advised Bank of America, N.A. (“Bank of America”),  Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates, “MLPFS”), Wells Fargo Bank, National Association (“Wells Fargo Bank”) and Wells Fargo Securities, LLC (“Wells Fargo Securities, and together with Bank of America, MLPFS and Wells Fargo Bank, “we”, “us”, “our” or the “Commitment Parties”) that you, through one of your direct or indirect wholly-owned subsidiaries (“Merger Sub”), intend to acquire (the “Acquisition”) by means of the purchase of all of the outstanding shares (other than “Excluded Shares” (as defined in the Acquisition Agreement (as defined below))) of common stock of Kite Pharma, Inc., a Delaware corporation (the “Company”), pursuant to a cash tender offer (the “Tender Offer”) and the subsequent consummation of a merger by Merger Sub with and in to the Company (the “Merger”), in each case pursuant to an agreement and plan of merger (the “Acquisition Agreement”) and to consummate certain other transactions described therein (as described in Exhibit A and as otherwise contemplated by this Cash Bridge Facility Commitment Letter and the Fee Letter (as defined below), the “Transactions”), in each case on the terms and subject to the conditions set forth in this Cash Bridge Facility Commitment Letter and Exhibits A (the “Term Sheet”), B and C (collectively, the “Exhibits” and, together with this Cash Bridge Facility Commitment Letter, the “Commitment Letter”).

You have also advised us that the total cost of the Acquisition (and related fees, commissions and expenses) will be financed from (i) up to $9,000,000,000 of borrowings under a senior unsecured 90-day term loan facility (the “Cash Bridge Facility”) having the terms set forth in Exhibit A; (ii) proceeds from the Permanent Financing (as defined in the Term Sheet); and (iii) cash on hand of the Borrower, the Company and their respective subsidiaries (other than cash on hand arising from items constituting mandatory prepayment or commitment reduction events under this Commitment Letter or the Cash Bridge Facility Documentation (as defined below)).

1.             Commitments and Agency Roles.

You hereby appoint Bank of America to act, and Bank of America hereby agrees to act, as sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for the Cash Bridge Facility.  You hereby appoint each of MLPFS and Wells Fargo Securities to act, and MLPFS and Wells Fargo Securities hereby agree to act, as joint lead arrangers and joint lead bookrunners (in such capacity, the “Arrangers”) for the Cash Bridge Facility.  Bank of America and MLPFS will appear on the “left” of the cover page of any offering or marketing document or other offering or marketing materials related to the Cash Bridge Facility and will hold the leading roles, rights and, subject to the other terms and provisions of this Commitment Letter, authority customarily given to financial institutions with such “left” placement and Wells Fargo Bank and Wells Fargo Securities shall appear immediately to the right of Bank of America and MLPFS.  You agree that no other titles will be awarded and no compensation will be paid (other than as expressly contemplated by this Commitment Letter and the Fee Letter) to any agent, arranger, bookrunner, co-manager, underwriter or lender in connection with the Cash Bridge Facility unless you and we shall so agree; provided that on or prior to the date that is 15 business days after the date hereof, you may appoint one additional lead arranger or bookrunner and/or one or more additional agents or co-agents or confer other titles in a manner and with economics determined by you in consultation with us (collectively, the “Additional Agents”) in respect of the Cash Bridge Facility.  The Arrangers and the Administrative Agent will have, subject to the other terms and provisions of this Commitment Letter, the rights and authority customarily given to financial institutions in such roles with respect to the Cash Bridge Facility.  Each Commitment Party is pleased to advise you of its several and not joint commitment to provide 50% of the Cash Bridge Facility (in such capacities, the “Initial Lenders”) on the terms and subject to the conditions set forth in this Commitment Letter and the Fee Letter referred to below; provided that any event occurring after the date hereof and prior to the Closing Date that would result in a mandatory prepayment with respect to the Cash Bridge Facility after the funding thereof as set forth in Exhibit A shall reduce the Initial Lenders’ commitment under this Commitment Letter on a dollar-for-dollar and pro rata basis.

Our fees for services related to the Cash Bridge Facility are set forth in a separate fee letter (the “Fee Letter”) between you and us entered into on the date hereof.  As consideration for the execution and delivery of this Commitment Letter by us, you agree to pay the fees and expenses set forth in this Commitment Letter and the Fee Letter as and when payable in accordance with the terms hereof and thereof.

2.             Syndication.  The Arrangers intend and reserve the right to syndicate the Cash Bridge Facility to banks, financial institutions and institutional lenders, which syndication may occur in one or more stages.  Until the earlier to occur of (a) a “Successful Syndication” (as defined in the Fee Letter) or (b) the date that is 60 days after the Closing Date (as defined below) (such period, the “Syndication Period”), you agree to actively assist, and to use your commercially reasonable efforts to cause the Company to assist, the Arrangers in achieving a syndication of the Cash Bridge Facility that is reasonably satisfactory to the Arrangers and you.  Such assistance shall include your (a) providing the Commitment Parties and the other Lenders upon reasonable request with all customary information reasonably deemed necessary by the Commitment Parties or the Arranger to complete syndication (and using commercially reasonable efforts to cause the Company to provide such customary information), relating to the transactions contemplated hereby; provided that such information shall exclude financial projections and you shall not be required to deliver financial projections pursuant to this clause (a) or otherwise include financial projections in the Information Memoranda (as hereinafter defined) (such information, other than forward-looking information and information of a general economic or industry-specific nature, the “Information”), (b) assisting in the preparation of customary confidential information memoranda (the “Information Memoranda”), which Information Memoranda the parties hereto agree to use commercially reasonable efforts to complete within five business days after the date of this Commitment Letter, and

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other customary materials to be used in connection with the syndication of the Cash Bridge Facility (collectively with the Term Sheet and any additional summary of terms prepared for distribution to Public Lenders (as hereinafter defined), the “Information Materials”), (c) using your commercially reasonable efforts to ensure that the syndication efforts of the Arrangers benefit from your, and to the extent practical and appropriate (but in all instances subject to, and not in contravention of, the Acquisition Agreement), the Company’s, existing banking relationships and (d) otherwise assisting the Commitment Parties in their syndication efforts, including by making your officers and advisors, and using your commercially reasonable efforts to make the officers and advisors of the Company, available at mutually agreed times upon reasonable notice, to attend and make presentations regarding the business and prospects of the Company, the Borrower and their respective subsidiaries, as appropriate, at one or more meetings of prospective Lenders.  For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation or other obligation of confidentiality binding on you or the Company or your or its affiliates; provided that you shall (i) use commercially reasonable efforts to obtain waivers of such other obligations, to the extent feasible, and to otherwise provide all information that does not violate such other obligations and (ii) notify us if you are not providing information to us under this sentence.

It is understood and agreed that, subject to the other terms and conditions of this Commitment Letter, the Arrangers will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders; provided that decisions as to the selection of Lenders (other than lenders under the Existing Credit Agreement (as defined in the Term Sheet), the allocations to which shall be made by us in consultation with you) shall be subject to your approval (not to be unreasonably withheld); provided, further, that, we agree not to syndicate our commitments to any Disqualified Institution (as defined in the Term Sheet).  It is understood that, except as otherwise agreed by you and us, no Lender participating in the Cash Bridge Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Term Sheet.  You agree that prior to and during the Syndication Period, you will not offer, place or arrange any debt securities or bank financing by or on behalf of the Borrower or any of its subsidiaries that would be reasonably expected to materially impair the primary syndication of the Cash Bridge Facility (other than any Permanent Financing (or any replacement thereof) and any other indebtedness the incurrence of which would not result in an obligation to repay the aggregate loans under the Cash Bridge Facility or a reduction of the aggregate commitments under the Cash Bridge Facility, in each case due to the operation of clause (a)(iv) through (x) under the heading “Mandatory Prepayments and Commitment Reductions” in Exhibit A hereto) without the prior written consent of the Arrangers.

3.             Information Requirements.  You represent and warrant that (a) all financial projections and other forward-looking information concerning the Borrower and its subsidiaries that have been or are hereafter made available to the Commitment Parties or the Lenders by you or any of your representatives (or on your or their behalf) or, to your knowledge, by the Company or any of its representatives (or on their behalf) (the “Projections”) have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time furnished (it being understood that any such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond your or the Company’s control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material) and (b) all Information which has been or is hereafter made available to the Commitment Parties, the Arrangers or the Lenders by you or any of your representatives (or on your or their behalf) in connection with any aspect of the transactions contemplated hereby, as and when furnished, when taken as a whole (with all previously provided information and all public information disclosed in the Borrower’s or the Company’s SEC filings), does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which

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such statements were made, not materially misleading (and to the extent related to the Company and its subsidiaries, to the best of your knowledge).  You agree that until the earlier of the date of the termination of this Commitment Letter (other than by reason of the execution of the Cash Bridge Facility Documentation) or the date on which funding occurs under the Cash Bridge Facility and the Tender Offer is consummated in accordance with this Commitment Letter (the “Closing Date”) and, if reasonably requested by us, until the end of the Syndication Period, if at any time you become aware that any of the representations in the preceding sentence would be, to your knowledge, incorrect in any material respect if the Information were being furnished and such representations were being made at such time, then you will supplement the Information so that the representation and warranty in the immediately preceding sentence are correct in all material respects as if the Information were being furnished, and such representation and warranty were being made, on such date.  In issuing this commitment and in arranging and syndicating the Cash Bridge Facility, the Commitment Parties and Arrangers are and will be using and relying on the Information without independent verification thereof.

You acknowledge that (a) the Commitment Parties and Arrangers on your behalf will make available Information Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, SyndTrak or another similar electronic system and (b) certain prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may have personnel that do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower, the Company or their respective affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such entities’ securities.  If requested, you will assist us in preparing an additional version of the Information Materials not containing MNPI (the “Public Information Materials”) to be distributed to prospective Public Lenders.

Before distribution of any Information Materials (a) to prospective Private Lenders, you shall provide us with a customary letter authorizing the dissemination of the Information Materials and (b) to prospective Public Lenders, you shall provide us with a customary letter authorizing the dissemination of the Public Information Materials and confirming the absence of MNPI therefrom, and any distribution of such Information Materials shall be accompanied by customary exculpation provisions, including without limitation provisions exculpating you, the Company and us with respect to any liability related to the misuse of the Information Materials or related offering or marketing materials by the recipients thereof.  In addition, at our request, you shall identify Public Information Materials by clearly and conspicuously marking the same as “PUBLIC”.

You agree that the Commitment Parties and the Arrangers on your behalf may distribute the following documents to all prospective Lenders, unless you advise the Commitment Parties and the Arrangers in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to prospective Private Lenders:  (a) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (b) notifications of changes to the terms of the Cash Bridge Facility and (c) other materials generally intended for distribution to prospective Lenders after the initial distribution of the Information Materials, including drafts and final versions of definitive documents with respect to the Cash Bridge Facility.  If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Commitment Parties and Arrangers will not distribute such materials to Public Lenders without further discussions with you.  You agree (whether or not any Information Materials are marked “PUBLIC”) that Information Materials made available to prospective Public Lenders in accordance with this Commitment Letter shall not contain MNPI.  The parties hereto agree that any Information Materials disseminated to potential Lenders and other persons through one or more internet sites (including an IntraLinks, SyndTrak or other electronic workspace established by the Arrangers in connection with the syndication of the Cash Bridge Facility) will be so disseminated in accordance with the Arrangers’ standard dissemination

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practices, including the requirement that all potential Lenders agree electronically to customary confidentiality provisions with respect thereto (it being agreed that a customary confidentiality agreement in accordance with the standard syndication processes of the Arrangers or customary market standards for dissemination of such type of information requiring “click through” or other affirmative action on the part of a recipient to access such information shall constitute agreement to such customary confidentiality provisions).

4.             Fees and Indemnities.

By executing this Commitment Letter, you agree to reimburse the Commitment Parties and the Arrangers from time to time for all reasonable invoiced out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable invoiced fees, disbursements and other charges of Latham & Watkins LLP, as counsel to the Commitment Parties, the Arrangers and the Administrative Agent, and, if necessary, of one special or local counsel to the Lenders in each relevant jurisdiction retained by you, but no other counsels and (b) reasonable invoiced out-of-pocket due diligence expenses) incurred in connection with the Cash Bridge Facility, the syndication thereof, the preparation of the Cash Bridge Facility Documentation and the other transactions contemplated hereby (collectively, the “Expenses”); provided that (i) you shall not be required to reimburse any of the Expenses (other than legal expenses of up to $1,000,000) in the event the Closing Date does not occur and (ii) in the event the Closing Date occurs, you shall not be required to reimburse us for Expenses (other than legal expenses which shall be paid subject to the limitation set forth in clause (i)) in excess of $100,000, in the aggregate.  You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

You agree to indemnify and hold harmless each of the Commitment Parties, each Lender, each Arranger and each of their affiliates, successors and assigns and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and reasonable invoiced out-of-pocket expenses (including, without limitation, the reasonable invoiced out-of-pocket fees, disbursements and other charges of one outside counsel to all Indemnified Parties (and one additional external counsel for any actual or reasonably perceived conflict of interest where the persons affected by such conflict inform the Borrower in writing of the existence of such conflict of interest and, to the extent reasonably deemed necessary by the Lead Arrangers, one special or regulatory counsel in multiple jurisdictions and one local counsel in each relevant jurisdiction (but no other counsels))) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transactions or any of the other transactions contemplated thereby or (b) the Cash Bridge Facility or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense (x) is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party’s gross negligence, willful misconduct or bad faith or (ii) a material breach of the obligations of such Indemnified Party under this Commitment Letter or (y) arises from any dispute solely among Indemnified Parties (other than claims against any Commitment Party or Arranger in its capacity or in fulfilling its role as an agent or arranger or other similar role under the Cash Bridge Facility) other than as a result of any act or omission by you or your affiliates.  In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.  You and we both agree that no party hereto shall have any liability (whether direct or

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indirect, in contract or tort or otherwise) to any other party hereto or any other Indemnified Party arising out of, related to or in connection with any aspect of the Transactions, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such party’s gross negligence, willful misconduct or bad faith or material breach of the obligations of such Indemnified Party under this Commitment Letter; provided that the foregoing shall not limit in any manner whatsoever your indemnification obligations hereunder to the extent such damages are required to be indemnified against pursuant to the provisions hereof.  Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct, actual damages resulting from the gross negligence, willful misconduct or bad faith of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction.  You shall not, without the prior written consent of an Indemnified Party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened investigation, litigation or proceeding against an Indemnified Party in respect of which indemnity could have been sought hereunder by such Indemnified Party unless (i) such settlement includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such investigation, litigation or proceeding and (ii) does not include any statement as to any admission of fault.

5.             Conditions to Financing.  Our commitments hereunder with respect to the Cash Bridge Facility and our agreements to perform the services described herein are subject solely to satisfaction of each of the following conditions:  (a) the negotiation, execution and delivery of definitive documentation for the Cash Bridge Facility consistent in all respects with the Term Sheet and with such additional terms as are mutually agreed upon by the Commitment Parties and the Borrower (the “Cash Bridge Facility Documentation”); provided that the terms of the Cash Bridge Facility Documentation shall be in a form such that they do not impair availability of the Cash Bridge Facility on the Closing Date if the conditions set forth in this paragraph and in Exhibit B to this Commitment Letter are satisfied; (b) since August 27, 2017, there shall not have occurred any change, circumstance, condition, development, effect, event, occurrence or state of facts that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Acquisition Agreement as of the date hereof); and (c) subject to the Conditions Limitation Provisions set forth below, the other conditions set forth on Exhibit B to this Commitment Letter.

Notwithstanding anything in this Commitment Letter, the Fee Letter or the Cash Bridge Facility Documentation to the contrary, the only representations the making of which shall be a condition to availability of the Cash Bridge Facility on the Closing Date shall be (a) such of the representations made by or on behalf of the Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have (or a subsidiary or affiliate of yours has) the right to terminate your (or its) obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement (such representations, the “Acquisition Agreement Representations”) and (b) the Specified Representations (as defined below).  For purposes hereof, “Specified Representations” means the representations and warranties provided by the Borrower in respect of itself relating to organization, requisite power, authority and qualification, due authorization and delivery, and enforceability of the Cash Bridge Facility Documentation, no conflicts with charter documents, Investment Company Act, margin stock, the Act (as defined below), OFAC and other similar money laundering laws and use of proceeds not in violation of the FCPA.  There shall be no conditions to closing and funding not expressly set forth in this Section 5 and in Exhibit B to this Commitment Letter (this paragraph, the “Conditions Limitation Provisions”).

6.             Confidentiality and Other Obligations.  This Commitment Letter and the Fee Letter and the contents hereof and thereof are confidential and, except for disclosure hereof or thereof on a

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confidential basis to your officers, directors, agents, employees, accountants, attorneys and other professional advisors retained by you in connection with the Cash Bridge Facility or as may be compelled by legal, judicial or administrative proceedings or as otherwise required by law or compulsory legal process based on the reasonable advice of your legal counsel (in which case you agree to inform us promptly thereof to the extent practicable (unless prohibited by law, rule or regulation)), may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose this Commitment Letter (including the Term Sheet) but not the Fee Letter (a) on a confidential basis to the board of directors, officers, agents, employees and advisors of the Company and any ratings agencies in connection with their consideration of the Transactions; and (b) after your acceptance of this Commitment Letter and the Fee Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges; provided, further, that a version of the Fee Letter redacted in a manner reasonably satisfactory to the Arrangers may be provided on a confidential basis to the board of directors, officers, agents, employees and advisors of the Company in connection with their consideration of the Transactions.  The Commitment Parties and the Arrangers hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow the Commitment Parties and the Arrangers, as applicable, to identify you in accordance with the Act.

You acknowledge that the Commitment Parties, the Arrangers or their respective affiliates may be providing financing or other services to parties whose interests may conflict with yours.  The Commitment Parties and the Arrangers agree that they will not furnish confidential information obtained from you or the Company to any of their other customers and that they will treat confidential information relating to you or the Company and your affiliates with the same degree of care as they treat their own confidential information.  The Commitment Parties and the Arrangers further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer.  In connection with the services and transactions contemplated hereby, you agree that the Commitment Parties and the Arrangers are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you or any of your affiliates that is or may come into the possession of the Commitment Parties, the Arrangers or any of such affiliates, so long as any such party agrees, for the benefit of the Borrower, to comply with or is otherwise bound by confidentiality terms at least as restrictive as set forth in this Section 6 (or language substantially similar to Section 6 or as otherwise reasonably acceptable to you and each Commitment Party and the Arrangers).

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree that:  (a) (i) the arranging and other services described herein regarding the Cash Bridge Facility are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Commitment Parties and the Arrangers, on the other hand, (ii) none of the Commitment Parties or the Arrangers have provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby, and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby; (b) (i) each of the Commitment Parties and the Arrangers have been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties (including pursuant to that certain engagement letter, dated as of August 25, 2017, by and between the Borrower and MLPFS (the “Advisory Letter”), has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity, (ii) none of the Commitment Parties or the Arrangers have assumed nor will assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to the Transactions or any of the transactions contemplated hereby or the

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process leading thereto (except, with respect to the Transactions, as expressly agreed in writing in the Advisory Letter, but irrespective of whether any of the Commitment Parties has advised or is currently advising you or your affiliates on other matters) and (iii) no Commitment Party or Arranger has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (c)  the Commitment Parties, the Arrangers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties and the Arrangers have no obligation to disclose any of such interests to you or your affiliates.  To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties or the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

Each of the Commitment Parties and the Arrangers shall use all confidential information provided to them by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this letter agreement and otherwise in connection with the Transactions and shall treat confidentially all such information, this Commitment Letter, the Fee Letter and the contents thereof; provided, however, that nothing herein shall prevent any of the Commitment Parties or the Arrangers from disclosing any such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such Commitment Party (or such Arranger, as applicable) agrees to inform you promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation), (ii) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party, the Arrangers or any of their respective affiliates, (iii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this Commitment Letter or any other confidentiality agreement owing to you, the Company, or any of your or their respective affiliates by the Commitment Parties or Arrangers, (iv) to the Commitment Parties’ and Arrangers’ respective affiliates and their and their affiliates’ respective directors, officers, employees, legal counsel, independent auditors and other experts who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (v) for purposes of establishing a “due diligence” defense, (vi) to the extent that such information is received by a Commitment Party or Arranger in connection with the Transactions from a person other than you, the Company, your or its affiliates or your or their respective agents or advisors, that is not known to such Commitment Party (or such Arranger, as applicable) to be subject to confidentiality obligations to you, the Company or any of your or their respective affiliates, (vii) to the extent that such information is independently developed by such Commitment Party (or Arranger, as applicable) from information that is publicly available or received from a person other than you, the Company, your or its affiliates or your or their respective agents or advisors in connection with the Transactions or any other person that is not known to such Commitment Party (or such Arranger, as applicable) to be subject to confidentiality obligations to you, the Company or any of your or their respective affiliates, (viii) on a confidential basis to potential and actual hedging and swap counterparties who agree to comply with or are otherwise bound by confidentiality terms at least as restrictive as the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and such Commitment Party (or such Arranger, as applicable)) or (ix) to potential and actual Lenders, participants or assignees (excluding, in each case, Disqualified Institutions) who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and such Commitment Party (or such Arranger, as applicable), including as may be agreed in any confidential information memorandum or other marketing materials).  This paragraph shall terminate on the second anniversary of the date hereof.

7.             Survival of Obligations.  The provisions of Sections 2, 3, 4, 6 and 8 hereof shall remain in full force and effect regardless of whether any definitive documentation for the Cash Bridge Facility shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any

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commitment or undertaking of the Commitment Parties hereunder, except that (i) the provisions of Sections 2 and 3 hereof shall not survive if the commitments and undertakings of the Commitment Parties are terminated prior to the effectiveness and funding of the Cash Bridge Facility and (ii) the provisions of Section 4 shall be replaced and superseded by the relevant provisions in the Cash Bridge Facility Documentation to the extent covered thereby.

8.             Miscellaneous.    This Commitment Letter and the Fee Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original.  Delivery of an executed counterpart of a signature page to this Commitment Letter or the Fee Letter by telecopier, facsimile or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart thereof.  Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter or the Fee Letter.

This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided, however, that (i) the interpretation of the definition of “Material Adverse Effect” used in this Commitment Letter (and whether or not a “Material Adverse Effect” has occurred) and (ii) the determination of the accuracy of any Acquisition Agreement Representations and whether as a result of any inaccuracy thereof you (or your affiliates) have the right to terminate your (or their) obligations under the Acquisition Agreement, in each case shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of law.  Each party hereto hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the transactions contemplated hereby and thereby or the actions of the Commitment Parties or the Arrangers in the negotiation, performance or enforcement hereof.  Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts in the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York and any appellate court from any thereof in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter, the Fee Letter, the Transactions and the other transactions contemplated hereby and thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court.  The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute.  Each party hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

This Commitment Letter and the Fee Letter embody the entire agreement and understanding among the Commitment Parties, the Arrangers, you and your affiliates with respect to the Cash Bridge Facility and supersedes all prior agreements and understandings relating to the Cash Bridge Facility other than the Advisory Letter and any confidentiality agreements entered into in connection with the Advisory Letter, each of which shall continue in full force and effect in accordance with its terms.  No party has been authorized by any Commitment Party or Arranger to make any oral or written statements that are inconsistent with this Commitment Letter.  Neither this Commitment Letter (including the attachments hereto) nor the Fee Letter may be amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto.  This Commitment Letter is not assignable by the Borrower without our prior written consent (and any purported assignment without such consent shall be null and void) and is intended to be solely for the benefit of the parties hereto and the

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Indemnified Parties.  Each Commitment Party may only assign its commitments hereunder, in whole or in part, to any of its affiliates or to any Lender, whereupon such Commitment Party shall be released from all or the portion of its commitment hereunder so assigned; provided that no such assignment shall relieve the Commitment Parties of their obligations hereunder, except to the extent such assignment is evidenced by, at our election in consultation with you, (i) a customary joinder agreement (a “Joinder Agreement”) pursuant to which such lender agrees to become party to the Commitment Letter and extend commitments directly to you on the terms set forth herein, and which shall not add any conditions to the availability of the Cash Bridge Facility or change the terms of the Cash Bridge Facility or increase compensation payable by you in connection therewith except as set forth in the Fee Letter and which shall otherwise be reasonably satisfactory to you and us (your satisfaction with and execution of such Joinder Agreement not to be unreasonably withheld or delayed), or (ii) the Cash Bridge Facility Documentation.  For the avoidance of doubt, you shall have the right to consent (such consent not to be unreasonably withheld, conditioned or delayed) to any Lender executing a Joinder Agreement or the Cash Bridge Facility Documentation; provided your consent will be deemed given for any Lender that is a lender under the Existing Credit Agreement.  The Joinder Agreements will include a provision allowing Gilead, at Gilead’s expense, to replace any such additional Lender party thereto that has (or is controlled by or under common control with any person or entity that has) been deemed insolvent or become subject to a bankruptcy, insolvency, receivership, conservatorship or other similar proceeding, or that refuses to execute, or materially delays in executing, the Cash Bridge Facility Documentation agreed with the Arrangers with respect to the Cash Bridge Facility, with another financial institution selected by Gilead in consultation with the Arrangers.  The parties hereby agree that MLPFS may, without notice to Gilead, assign its rights and obligations under this Commitment Letter to any other registered broker dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Commitment Letter.  In addition, the commitments of the Initial Lenders shall be reduced prior to the Closing Date as set forth in the Term Sheet under the headings “Mandatory Prepayments and Reductions of Commitments” and “Optional Prepayments and Reductions of Commitments.”

This Commitment Letter and all commitments and undertakings of the Commitment Parties and the Arrangers hereunder will expire at 5:00 p.m. (New York City time) on August 31, 2017, unless you execute this Commitment Letter and the Fee Letter and return them to us prior to that time (which may be by facsimile or electronic transmission), whereupon this Commitment Letter (including the Term Sheet), and the Fee Letter (each of which may be signed in one or more counterparts) shall become binding agreements.  Thereafter, all commitments and undertakings of the Commitment Parties and the Arrangers hereunder will expire on the earliest of (a) five business days after the End Date (as defined in the Acquisition Agreement), as such date may be extended in accordance with the Acquisition Agreement as of the date hereof; (b) the closing of the Acquisition without the use of the Cash Bridge Facility and (c) the termination of the Acquisition Agreement (such earliest date, the “Expiration Date”).

Subject to Section 7 hereof, Gilead may terminate this Commitment Letter or reduce the commitments hereunder at any time by written notice to both of the Lead Arrangers.

[The remainder of this page intentionally left blank.]

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Execution Version

We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,
BANK OF AMERICA, N.A.
By:	/s/ Joseph L. Corah
	Name: Joseph L. Corah
	Title: Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Peter C. Hall
	Name: Peter C. Hall
	Title: Managing Director

Execution Version

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Kirk Tesch
	Name: Kirk Tesch
	Title: Managing Director
WELLS FARGO SECURITIES, LLC
By:	/s/ Shaun Dreyer
	Name: Shaun Dreyer
	Title: Managing Director

Execution Version

ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:
GILEAD SCIENCES, INC.
By:	/s/ Robin L. Washington
	Name:  Robin L. Washington
	Title:    Executive Vice President and Chief Financial Officer

[Signature Page to Cash Bridge Facility Commitment Letter]

Execution Version

EXHIBIT A

SUMMARY OF TERMS AND CONDITIONS OF THE CASH BRIDGE FACILITY

This Summary of Terms and Conditions outlines all of the material terms and all of the conditions of the Cash Bridge Facility.  Terms not described below shall be substantially similar to those in the Existing Credit Agreement.

Cash Bridge Facility:	A 90-day senior unsecured term loan facility (the “Cash Bridge Facility”) in an aggregate principal amount of $9,000,000,000 (such amount to be reduced as set forth under “Mandatory Prepayments and Commitment Reductions” or “Optional Prepayments and Commitment Reductions”).
Borrower:	Gilead Sciences, Inc. (the “Borrower”).
Transactions:	The Borrower intends to acquire (the “Acquisition”), directly or indirectly through one or more of its wholly-owned subsidiaries (“Merger Sub”), by means of the purchase of all of the outstanding shares (other than “Excluded Shares” (as defined in the Acquisition Agreement (as defined below))) of common stock of Kite Pharma, Inc., a Delaware corporation (the “Company”), pursuant to a cash tender offer (the “Tender Offer”) and the subsequent consummation of a merger by Merger Sub with and in to the Company (the “Merger”), in each case pursuant to an agreement and plan of merger (the “Acquisition Agreement’). In connection with the Acquisition, (i) the Borrower will acquire the Company for the aggregate consideration as set forth in the Acquisition Agreement, (ii) the Borrower will obtain the total funds needed to effect the Transactions (as defined below) with cash on hand and/or borrowings under the Cash Bridge Facility described in this Term Sheet and (iii) the fees and expenses incurred in connection with the foregoing (the “Transaction Costs”) will be paid. It is anticipated that some or all of the Cash Bridge Facility may be replaced or refinanced by the issuance of securities by the Borrower through a public offering or in a private placement or the incurrence of senior unsecured loans (the “Permanent Financing”). The transactions described in this paragraph are collectively referred to herein as the “Transactions.”
Joint Lead Bookrunners and Joint Lead Arrangers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates) and Wells Fargo Securities, LLC, will act as the joint lead bookrunners and joint lead arrangers (in such capacities, each an “Arranger”) for the Cash Bridge Facility and will perform the duties customarily associated with such roles.
Administrative Agent:	Bank of America, N.A. will act as sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and will perform the duties customarily associated with such role.

Exhibit A-1

Syndication Agent:	One or more financial institutions identified by the Arrangers with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) (in such capacity, the “Syndication Agent”).
Documentation Agent:	One or more financial institutions identified by the Arrangers with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) (in such capacity, together with the Administrative Agent and the Syndication Agent, the “Agents”).
Lenders:	Bank of America, Wells Fargo Bank and/or other banks, financial institutions and institutional lenders selected by the Arrangers with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) (each, a “Lender” and, collectively, the “Lenders”).
Purpose/Use of Proceeds:	The proceeds of the Cash Bridge Facility will be used to fund, in part, the Acquisition, including refinancing or retiring, to the extent elected by the Borrower, existing debt of the Company and paying the Transaction Costs for which the Borrower is responsible.
Availability:	The Cash Bridge Facility will be available in a single drawing on the Closing Date (as defined below).
Availability Period:	The drawing of the Cash Bridge Facility may occur at any time after execution of the Cash Bridge Facility Documentation through the Expiration Date.
Closing Date:	The date prior to the Expiration Date on which funding occurs under the Cash Bridge Facility and the Tender Offer is consummated in accordance with this Commitment Letter (the “Closing Date”).
Maturity:	The Cash Bridge Facility shall terminate and all amounts outstanding thereunder shall be due and payable 90 days from the date on which the Tender Offer is consummated (the “Maturity Date”).
	There is no scheduled amortization.
Interest Rate:	All amounts outstanding under the Cash Bridge Facility will bear interest, at the Borrower’s option, at a rate per annum equal to:
	(a)the Base Rate plus the Applicable Percentage; or
	(b)the Eurodollar Rate plus the Applicable Percentage.
	The “Applicable Percentage” will be determined as of any date by reference to the pricing grid contained in Annex I to this Exhibit A.
	As used herein: (i) “Base Rate” means the highest of (x) the Federal Funds Rate plus ½ of 1.00%, (y) the prime rate set by the Administrative Agent and (z) the one-month Eurodollar Rate plus 1.00% and (ii) “Eurodollar Rate” means (a) for any interest period

Exhibit A-2

	with respect to a Eurodollar Rate loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two business days prior to the commencement of such interest period, for dollar deposits (for delivery on the first day of such interest period) with a term equivalent to such interest period, as adjusted for applicable reserve requirements; (b) for any interest calculation with respect to a Base Rate loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two business days prior to such date for U.S. Dollar deposits with a term of one month commencing that day, as adjusted for applicable reserve requirements; and (c) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes; provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
Ticking Fee:	The Borrower will pay a non-refundable ticking fee equal to 0.07% on the total average daily unused commitments in respect of the Cash Bridge Facility as set forth in the Cash Bridge Facility Documentation, calculated on the basis of actual number of days elapsed in a year of 360 days, which fee will begin to accrue on the date that is sixty (60) days after the execution of the Commitment Letter and will be payable on and through the earlier of (i) the date of termination or expiration of the commitments under the Cash Bridge Facility Documentation and (ii) the date the funding of such commitments under the Cash Bridge Facility Documentation occurs.
Default Interest:	Interest on amounts (including principal) not paid when due will accrue at a rate of 1.00% per annum plus the rate otherwise applicable to such amounts and will be payable on demand.
Interest Payments:	Quarterly for loans bearing interest based upon the Base Rate; on the last day of the applicable interest periods (which will be one, two, three or six months (or, if available to all relevant Lenders, twelve months or a shorter period)) for loans bearing interest based upon the Eurodollar Rate (and at the end of every three months, in the case of interest periods longer than three months); and upon each mandatory and voluntary prepayment on the principal amount prepaid, in each case payable in arrears and computed on the basis of a 360-day year (or, with respect to loans bearing interest based upon clause (x) of the definition of Base Rate, a 365/366-day year).

Exhibit A-3

Funding Protection and Taxes:	Customary for transactions of this type (and, in any case, no less favorable in any material respect to the Borrower and its subsidiaries than the Existing Credit Agreement (as defined below)), including breakage, gross-up for tax withholding, compensation for increased costs and compliance with capital adequacy and other regulatory restrictions (including customary Dodd-Frank and Basel III requirements).
Optional Prepayments and Commitment Reductions:	The Borrower may prepay the Cash Bridge Facility in whole or in part at any time without premium or penalty, subject to customary reimbursement of the Lenders’ breakage and redeployment costs in the case of prepayment of Eurodollar Rate loans. The unutilized portion of the commitments under the Cash Bridge Facility may be irrevocably reduced or terminated by the Borrower before the Closing Date in whole or in part without penalty, subject to the payment of any fees accrued and payable pursuant to the terms of the Commitment Letter or the Fee Letter. Prepayments of the Cash Bridge Facility may not be reborrowed.
Mandatory Prepayments and Commitment Reductions:	The aggregate commitments with respect to the Cash Bridge Facility under the Commitment Letter (or as applicable, the Cash Bridge Facility Documentation, as applicable) shall be permanently and automatically reduced on a pro rata basis by (a) the aggregate amount of commitments in respect of any term loan facility entered into by the Borrower for the purpose of financing the Transactions that is subject to conditions precedent to funding that are no less favorable to the Borrower than the conditions set forth herein to the funding of the Cash Bridge Facility, as determined by the Borrower in its reasonable discretion, and (b) the aggregate gross proceeds received by the Borrower from the issuance and sale of any senior unsecured notes for the purpose of financing the Transactions.
	In addition, on or prior to the Closing Date, the aggregate commitments with respect to the Cash Bridge Facility under the Commitment Letter (or as applicable, the Cash Bridge Facility Documentation, as applicable) shall be permanently reduced, and after the Closing Date the aggregate loans under the Cash Bridge Facility shall be prepaid without premium or penalty, in each case, dollar-for-dollar by the following amounts (in each case, subject to exceptions to be mutually agreed):
	(a) 100% of the net cash proceeds received from any issuance of debt securities of the Borrower or any of its subsidiaries or any issuance of equity securities or equity-linked securities of the Borrower (in a public offering or private placement) or from the borrowing of any loans by the Borrower or any of its subsidiaries, other than (i) equity issuances pursuant to or otherwise in connection with employee stock plans, employee stock purchase plans, employee benefit plans or other

Exhibit A-4

	employee compensation plans, (ii) issuances among the Borrower and its subsidiaries, (iii) equity issuances as consideration paid directly to the vendor thereof for any acquisition, (iv) any commercial paper issued by the Borrower, (v) borrowings under that certain Credit Agreement, dated as of May 27, 2016, among the Borrower, Bank of America, N.A., as administrative agent, and the other lenders and agents party thereto (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”) and any other revolving credit facility of the Borrower, as the Existing Credit Agreement and such other revolving credit facilities may be amended, amended and restated or otherwise modified from time to time, and renewals, extensions, redemptions, defeasances and refinancings thereof, (vi) refinancing of any debt having a stated maturity on or before the Maturity Date, (vii) any debt securities issued by the Borrower not to exceed $2,500,000,000 in the aggregate, (viii) ordinary course letter of credit facilities, overdraft protection, working capital and liquidity facilities (including the refinancing or renewal thereof with the same form of financing), factoring arrangements, capital leases, financial leases, hedging and cash management and purchase money and equipment financings, (ix) other intercompany indebtedness and (x) other exceptions to be mutually agreed upon by the Arrangers and the Borrower; and
	(b) the aggregate amount of all commitments under all revolving credit facilities of the Borrower (excluding the commitments under any existing revolving financing of the Borrower, including the Existing Credit Agreement) in excess of $500,000,000, but only to the extent the conditions to borrowing under such facilities (other than the giving of a notice of borrowing) are satisfied immediately prior to the consummation of the Tender Offer.
Conditions Precedent to Borrowing:	The availability and borrowing of the Cash Bridge Facility on the Closing Date will be subject only to the conditions set forth or referred to in Section 5 of the Commitment Letter (including those specified in Exhibit B thereto).
Representations and Warranties:	Customary for transactions of this type (and, in any case, no more burdensome in any material respect on the Borrower and its subsidiaries than the Existing Credit Agreement) and limited to the following: (i) organizational existence, qualification and organizational power of the Borrower; (ii) authority of the Borrower; (iii) no violation of organizational documents, material contracts, orders, laws or regulations; (iv) no required governmental approvals or consents; (v) enforceability; (vi) accuracy of specified financial statements; (vii) no material litigation (other than as disclosed in public filings); (viii) filing of tax returns and reports and payment of taxes; (ix) no material adverse ERISA matters; (x) use of proceeds and not engaging in business of purchasing or carrying margin stock;

Exhibit A-5

	(xii) status under Investment Company Act; (xiii) accuracy of disclosure; (xiv) material compliance with applicable laws (including environmental, securities, food and drug and healthcare related laws, rules and regulations, and laws, rules and regulations regulating contractors to U.S. federal, state and local governments and non-U.S. governments); (xv) liens; (xvi) OFAC and other similar money laundering laws; and  (xvii) use of proceeds not in violation of FCPA.
Affirmative and Negative Covenants:	Customary for transactions of this type (and, in any case, no more burdensome in any material respect on the Borrower and its subsidiaries than the Existing Credit Agreement) and limited to the following: (i) delivery of annual and quarterly financial statements of the Borrower (which shall be deemed to have been delivered upon filing with the Securities and Exchange Commission), compliance certificates and notices of default and material litigation and other material governmental investigations or similar proceedings; (ii) payment of material taxes; (iii) preservation of existence; (iv) maintenance of insurance; (v) compliance with applicable laws (including environmental, securities, food and drug and healthcare related laws, rules and regulations, and laws, rules and regulations regulating contractors to U.S. federal, state and local governments and non-U.S. governments and ERISA matters); (vi) maintenance of books and records; (vii) use of proceeds, and (viii) limitations on (A) liens, (B) mergers and other fundamental changes, and (C) sales and other dispositions of all or substantially all assets.
Financial Covenant:	None.
Events of Default:	Customary for transactions of this type (and, in any case, no more burdensome in any material respect on the Borrower and its subsidiaries than the Existing Credit Agreement) and limited to the following: (i) nonpayment of principal, interest or fees; (ii) failure to perform or observe covenants or other agreements set forth in the Cash Bridge Facility Documentation (including the Fee Letter) within a specified period of time, consistent with the Existing Credit Agreement, after receipt of notice from the Administrative Agent of such failure; (iii) any representation or warranty proving to have been incorrect in any material respect when made or deemed made; (iv) cross-default to other indebtedness of the Borrower or a material subsidiary of the Borrower (payment and non-payment) in an amount greater than $250 million and cross-default to swap, hedge and similar agreements upon the occurrence of an early termination date thereunder resulting from an event of default or termination event under such agreement with respect to which the termination value owed by the Borrower is greater than $250 million; (v) bankruptcy and insolvency defaults of the Borrower or a material subsidiary of the Borrower (with a grace period for involuntary proceedings); (vi) inability of the Borrower or a material subsidiary of the Borrower

Exhibit A-6

	to pay debts; (vii) monetary judgment defaults of the Borrower greater than $250 million (with a grace period); (viii) customary ERISA defaults; (ix) actual or asserted invalidity or impairment of any Cash Bridge Facility Documentation; and (x) change of control.
Clean-up Period:	If, during the 30-day period following the Closing Date (the “Clean-up Period”), a matter or circumstance exists which constitutes a breach of the representations or a breach of the covenants or a potential or actual Event of Default, that matter or circumstance will not constitute an Event of Default; provided that (i) the matter or circumstance does not constitute an Event of Default incapable of being cured, (ii) reasonable steps are being taken to cure that matter or circumstance and (iii) such potential or actual Event of Default is cured or otherwise ceases to exist within such 30-day period following the Closing Date. For the avoidance of doubt, nothing in this section shall effect the “Conditions Precedent to Borrowing” set forth above.
Assignments and Participations:	The Lenders will be permitted to assign commitments under the Cash Bridge Facility with the consent of the Borrower (not to be unreasonably withheld or delayed); provided that such consent of the Borrower shall not be required if such assignment is made to another Lender under the Cash Bridge Facility or an affiliate or approved fund of any such Lender or a lender (or any affiliate or approved fund thereof) under the Existing Credit Agreement; provided, further, that no Lender shall assign commitments under the Cash Bridge Facility (i) to the Borrower or any of the Borrower’s respective affiliates or subsidiaries, (ii) to any defaulting lender or any of its subsidiaries, or any person who, upon becoming a Lender under the Cash Bridge Facility, would constitute a defaulting lender or a subsidiary of a defaulting lender, (iii) to a “Disqualified Institution” as defined in the Existing Credit Agreement or (iv) to a natural person. All assignments (other than assignments to another Lender) require the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed). Each assignment shall be (i) of all or a proportionate part of all rights and obligations of the assigning Lender, (ii) in a minimum amount of $10,000,000 and increments of $1,000,000 in excess thereof, and (iii) evidenced by an executed assignment and acceptance form delivered to the Administrative Agent.
	Assignments Generally: An assignment fee in the amount of $3,500 will be charged with respect to each assignment unless waived by the Administrative Agent in its sole discretion. Each Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign as security all or part of its rights under the Cash Bridge Facility Documentation to any Federal Reserve Bank.
	Participations: Lenders will be permitted to sell participations (other than to the extent the list of Disqualified Institutions has been

Exhibit A-7

	provided to the Lenders, to Disqualified Institutions) with voting rights limited to significant matters such as changes in amount, rate and maturity date.
Amendments and Required Cash Bridge Facility Lenders:	Amendments and waivers of the provisions of the Cash Bridge Facility Documentation will require the approval of Lenders holding loans and commitments representing more than 50% of the aggregate amount of the loans and commitments under the Cash Bridge Facility, except that (a) the consent of each Lender shall be required with respect to (i) the amendment of pro rata sharing provisions and (ii) the amendment of the voting percentages of the Lenders, (b) the consent of each Lender affected thereby shall be required with respect to (i) increases or extensions in the commitment of such Lender, (ii) reductions of principal, interest or fees and (iii) extensions of scheduled maturities or times for payment and (c) the consent of the Arrangers shall be required with respect to the waiver of any of the conditions precedent to the credit extension under the Cash Bridge Facility.
Defaulting Lenders:	The Cash Bridge Facility Documentation shall include customary “defaulting lender” provisions to be agreed and customary European Bail-In provisions.
Indemnity and Expenses:	The Borrower will indemnify and hold harmless the Administrative Agent, the Arrangers, each Lender and their respective affiliates and their directors, officers, employees, agents and advisors (each, an “Indemnitee” and, collectively, the “Indemnitees”) from and against all losses, claims, damages, liabilities or reasonable invoiced out-of-pocket expenses arising out of or relating to the Cash Bridge Facility, the Borrower’s use of loan proceeds or the commitments, including, but not limited to, reasonable invoiced out-of-pocket attorneys’ fees of one primary legal counsel for the Indemnitees (and additional counsel for any actual or reasonably perceived conflict of interest and where the persons affected by such conflict inform the Borrower in writing of the existence of such conflict of interest and, if reasonably deemed necessary by the Administrative Agent, one special or regulatory counsel in multiple jurisdictions or one local counsel in each relevant jurisdiction (but no other counsels)), unless such losses, claims, damages, liabilities or expenses (i) are found by a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such party’s gross negligence, willful misconduct or bad faith or from the material breach of any obligation under the Cash Bridge Facility Documentation or (ii) arise from any disputes solely among Indemnitees (other than any claim against any Indemnitee in its capacity or in fulfilling its role as Agent or Arranger) other than as a result of any act or omission by the Borrower or its subsidiaries. This indemnification shall survive and continue for the benefit of all such persons or entities.

Exhibit A-8

Governing Law and Jurisdiction:

The Cash Bridge Facility will provide that all parties thereto will submit to the exclusive jurisdiction and venue of the courts in the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York and any appellate court from any thereof and will waive any right to trial by jury. New York law will govern the Cash Bridge Facility Documentation.

Counsel to the Arrangers and the Administrative Agent:

Latham & Watkins LLP.

Exhibit A-9

Execution Version

ANNEX I TO EXHIBIT A

Cash Bridge Facility Pricing Grid

“Applicable Percentage” means, as of any date of determination, the percentage per annum set forth below under the applicable type of loan opposite the applicable Debt Ratings of the Borrower from Moody’s, S&P and Fitch, in each case, with a negative or better outlook:

		Applicable Percentage
	Rating	Eurodollar Rate		Base Rate
Level 1	A2/A/A or higher	0.875	%	0.000	%
Level 2	A3/A-/A-	1.000	%	0.000	%
Level 3	Baa1/BBB+/BBB+	1.125	%	0.125	%
Level 4	Baa2/BBB/BBB	1.250	%	0.250	%

In the event of a split rating, the Applicable Percentage will be determined by reference to the Level in the grid above in which the highest rating appears.  The Debt Ratings shall be determined from the most recent public announcement of any changes in the Debt Ratings.  If only one or two of Moody’s, S&P and Fitch shall have in effect a Debt Rating, the Applicable Percentage shall be determined by reference to the available rating(s). Prior to the public announcement of Debt Ratings that give effect to the Transactions for the Borrower, the Applicable Percentage will be determined by reference to the Debt Ratings in effect on the Closing Date.

“Debt Ratings” means as of any date of determination, the public rating as determined by Moody’s, S&P or Fitch, as the case may be, of the Borrower’s senior unsecured non-credit enhanced long-term indebtedness for borrowed money.

Execution Version

EXHIBIT B

CONDITIONS PRECEDENT TO THE CASH BRIDGE FACILITY

The conditions precedent contained in this Exhibit B shall be conditions precedent to the closing of the Cash Bridge Facility and the making of the loans and other extensions of credit under the Cash Bridge Facility:

1.The Acquisition Agreement shall be reasonably satisfactory to the Commitment Parties and the Arrangers (and the Commitment Parties and Arrangers acknowledge and agree that the copy of the Acquisition Agreement delivered to the Arrangers on August 28, 2017 at 5:44 p.m., New York time, together with the schedules and annexes attached thereto, have been reviewed and are satisfactory to the Arrangers and the Commitment Parties).  The Tender Offer shall have been, or shall concurrently or substantially contemporaneously with the funding of the Cash Bridge Facility be, consummated in accordance with the Acquisition Agreement in all material respects; and the Acquisition Agreement shall not have been amended or modified, and no condition shall have been waived or consent granted, in any respect that is materially adverse to the Lenders without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

2.The Arrangers shall have received (a) respective U.S. GAAP audited consolidated balance sheets as of the two most recent fiscal years, and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Company for the three most recent fiscal years, ended at least 90 days prior to the Closing Date and (b) respective U.S. GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Company as of and for each subsequent fiscal quarter ended at least 60 days before the Closing Date.  The Arrangers hereby acknowledges receipt of the financial statements in the foregoing clause (a) and the interim unaudited financial statements in the foregoing clause (b) for the quarters ended March 31, 2017 and June 30, 2017.

3.(a) The Administrative Agent shall have received (i) customary opinions of counsel to the Borrower (which shall cover, among other things reasonably requested by the Administrative Agent, authority, legality, validity, binding effect and enforceability of the Cash Bridge Facility Documentation), (ii) a certificate as to the solvency of the Borrower (after giving effect to the Transactions and the incurrence of indebtedness related thereto) from the Borrower’s chief financial officer, in the form attached as Exhibit C hereto and (iii) such corporate organizational documents of the Borrower, a good standing certificate of the Borrower, resolutions of the Borrower and other customary closing certificates of the Borrower, in each case as are customary for transactions of this type; and (b) the material third party and governmental consents necessary in connection with the Acquisition and the other Transactions to the extent required as a condition to the Borrower’s obligation to consummate the Tender Offer pursuant to the Acquisition Agreement shall have been obtained.

4.The Arrangers and the Commitment Parties shall have received all fees and invoiced expenses required to be paid by the Borrower on or prior to the Closing Date pursuant to the Fee Letter or otherwise, to the extent invoiced and received by the Borrower at least three business days prior to the Closing Date.

Exhibit B-1

5.The Arrangers shall have received, at least three business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act, in each case that has been requested by the Arrangers in writing at least ten business days prior to the Closing Date.

6.Subject to the Conditions Limitation Provision, the Acquisition Agreement Representations shall be true and correct in all material respects (solely to the extent the accuracy of such representations is a condition to the Borrower’s obligation to close the Tender Offer under the Acquisition Agreement) and the Specified Representations shall be true and correct in all material respects; provided that to the extent any Specified Representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, the definition thereof shall be the definition of “Material Adverse Effect” (as defined in the Acquisition Agreement) for purposes of the making or deemed making of such Specified Representation.

For the avoidance of doubt, if the enumerated conditions set forth in Section 5 of the Commitment Letter and this Exhibit B are satisfied, the absence of any default or event of default under the Cash Bridge Facility Documentation shall not be a condition precedent to the availability of the Cash Bridge Facility or the drawing thereunder.

Exhibit B-2

Execution Version

EXHIBIT C

FORM OF SOLVENCY CERTIFICATE

[               ], [      ]

The undersigned, [                ], the Chief Financial Officer of Gilead Sciences, Inc. (the “Borrower”), is familiar with the properties, businesses, assets and liabilities of the Borrower and is duly authorized to execute this certificate (this “Solvency Certificate”) on behalf of the Borrower.

This Solvency Certificate is delivered pursuant to Section [    ] of the Credit Agreement dated as of [           ], [        ] (the “Credit Agreement”; terms defined therein unless otherwise defined herein being used herein as therein defined) among the Borrower, each Lender from time to time party thereto, [·] (the “Administrative Agent”), and the other agents named therein.

As used herein, “Company” means the Borrower.

1.The undersigned certifies, on behalf of the Borrower and not in her individual capacity, that she has made such investigation and inquiries as to the financial condition of the Borrower as the undersigned deems necessary and prudent for the purposes of providing this Solvency Certificate.  The undersigned acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with the making of Loans under the Credit Agreement.

2.The undersigned certifies, on behalf of the Borrower and not in her individual capacity, that (a) the financial information, projections and assumptions which underlie and form the basis for the representations made in this Solvency Certificate were made in good faith and were based on assumptions reasonably believed by the Borrower to be fair in light of the circumstances existing at the time made; and (b) for purposes of providing this Solvency Certificate, the amount of contingent liabilities has been computed as the amount that, in the light of all the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

BASED ON THE FOREGOING, the undersigned certifies, on behalf of the Borrower and not in her individual capacity, that, on the date hereof, before and after giving effect to the Transactions (and the Loans made or to be made and other obligations incurred or to be incurred on the Closing Date):

(i)the fair value of the property of the Company (including, for the avoidance of doubt, property consisting of the residual equity value of the Company’s subsidiaries) is greater than the total amount of liabilities, including contingent liabilities, of the Company;

(ii)the present fair salable value of the assets of the Company (including, for the avoidance of doubt, property consisting of the residual equity value of the Company’s subsidiaries) is greater than the amount that will be required to pay the probable liability of the Company on the sum of its debts and other liabilities, including contingent liabilities;

(iii)the Company has not, does not intend to, and does not believe (nor should it reasonably believe) that it will, incur debts or liabilities beyond the Company’s ability to pay such debts and liabilities as they become due (whether at maturity or otherwise);

Exhibit C-1

(iv)the Company does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted (and reflected in the Projections) and are proposed to be conducted following the Closing Date; and

(v)the Company is “solvent” within the meaning given to that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances.

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate as of the first date written above, solely in her capacity as the Chief Financial Officer of the Borrower and not in her individual capacity.

Name:
Title:	Chief Financial Officer

Exhibit C-2

EX-99.(B)(2)

Exhibit (b)(2)

PERSONAL AND CONFIDENTIAL

September 8, 2017

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

Attention:  Peter C. Hall

Bank of America, N.A.

One Bryant Park

New York, New York 10036

Attention:  Joseph Corah

Wells Fargo Securities, LLC

550 S. Tryon Street

Charlotte, North Carolina 28202

Attention:  Shaun Dreyer

Wells Fargo Bank, National Association

301 S. College Street

Charlotte, North Carolina 28202

Attention:  Kirk Tesch

Gilead Sciences, Inc.

333 Lakeside Drive

Foster City, CA  94404

Attention:  Robin Washington

Project Dodgers

Joinder Agreement

Ladies and Gentlemen:

Reference is made to the Cash Bridge Facility Commitment Letter in the form attached hereto as Exhibit A (together with all exhibits, schedules and annexes thereto, the “Commitment Letter”) between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Bank of America, N.A. (“Bank of America”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), Wells Fargo Bank, National Association (“Wells Fargo” and together with Bank of America, the “Original Commitment Parties” and, together with MLPFS and Wells Fargo Securities, “we” or “us”) and Gilead Sciences, Inc., a Delaware corporation (“Gilead”).  Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Commitment Letter.

This joinder agreement to the Commitment Letter (this “Joinder Agreement”) sets forth the understanding of the parties hereto regarding the participation of each party identified on the signature pages hereof as

an “Additional Commitment Party” (collectively, the “Additional Commitment Parties” and together with Bank of America and Wells Fargo, the “Commitment Parties”) in the financing of the Cash Bridge Facility.

Each Additional Commitment Party hereby commits to provide to Gilead, on a several but not joint basis, in each case, except as expressly set forth herein, on the same terms and conditions as are applicable to the Original Commitment Parties’ commitments in respect of the Cash Bridge Facility under the attached Commitment Letter (each such commitment of a Commitment Party, its “Commitment,” and, collectively, the “Commitments”), the principal amount of the Cash Bridge Facility set forth opposite such Commitment Party’s name on Schedule I attached hereto.  For the avoidance of doubt, the commitments of Bank of America and Wells Fargo with respect to the Cash Bridge Facility shall be reduced on a dollar-for-dollar basis by the aggregate amount of the Commitments of each Additional Commitment Party upon execution of this Joinder Agreement by each of the parties hereto, such that, as of the date of this Joinder Agreement, the Commitment of each Commitment Party is as set forth on Schedule I.  In the event that the aggregate commitments in respect of the Cash Bridge Facility under the Commitment Letter are reduced in accordance with the terms described in the Term Sheet under the caption “Mandatory Prepayments and Commitment Reductions”, the commitments of each Commitment Party with respect to the Cash Bridge Facility shall be reduced on a pro rata basis.

Each Additional Commitment Party shall be deemed to be bound by the Commitment Letter as a “Commitment Party” in accordance with, and to the extent set forth in, this Joinder Agreement and, except as expressly set forth herein, shall have all the rights and obligations with respect to its Commitment, to the same extent as the same are applicable to each of Bank of America and Wells Fargo in its capacity as a Commitment Party.  Each Additional Commitment Party hereby agrees that (i) the syndication of the Cash Bridge Facility shall be managed by the Arrangers until the date that is thirty (30) days after the date the Tender Offer is consummated and (ii) its Commitment shall not be syndicated prior to such date.  Each Original Commitment Party hereby agrees that prior to such date it will not make an assignment of its Commitment that would result in its Commitment being less than the Commitment of any Additional Commitment Party, as set forth on Schedule I attached hereto.  Further, each Additional Commitment Party and each Original Commitment Party acknowledges that (i) it has reviewed and is satisfied with the copy of the Cash Bridge Facility Documentation posted on IntraLinks on September 7, 2017 and (ii) the execution and delivery of such documentation by Gilead would satisfy the condition set forth in clause (a) of Section 5 of the Commitment Letter.

For the avoidance of doubt, notwithstanding that the Additional Commitment Parties are agreeing to be bound by the Commitment Letter as set forth herein, each Additional Commitment Party agrees that it shall have no rights or benefits with respect to, (a) roles or titles assigned to Bank of America, MLPFS, Wells Fargo Securities and Wells Fargo with respect to the Cash Bridge Facility set forth in the Commitment Letter, (b) the provisions of the Commitment Letter applicable to the Arrangers and the Administrative Agent in their capacities as such (including, without limitation, Sections 2 and 3 of the Commitment Letter, the provisions related to reimbursement of Expenses set forth in Section 4 of the Commitment Letter, and any provision of the Commitment Letter with respect to any condition to the Cash Bridge Facility which is subject solely to the satisfaction or waiver of either the Arrangers or the Administrative Agent) and (c) any provisions of any fee letter entered into in connection with the Cash Bridge Facility (other than any fee letter to which such Additional Commitment Party is a party).

This Joinder Agreement may not be assigned by (i) Gilead without the prior written consent of each Commitment Party or (ii) any Additional Commitment Party without the prior written consent of each of Gilead and the Arrangers (and, in each case, any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any

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benefits upon, or create any rights in favor of, any person (including your equity holders, employees or creditors) other than the parties hereto (and any Indemnified Person).  Notwithstanding the foregoing, each Additional Commitment Party may assign its Commitment and agreements hereunder, in whole or in part, to any of its affiliates (provided that any such assignment to an affiliate shall not relieve such Additional Commitment Party of its obligations to fund such assigned portion of its Commitment hereunder unless such assignment was approved by Gilead).  The parties hereby agree that MLPFS may, without notice to Gilead or any other Commitment Party, assign its rights and obligations under this Commitment Letter to any other registered broker dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Joinder Agreement.  Notwithstanding anything to the contrary herein, Goldman Sachs Bank USA may, without notice to Gilead or any other Commitment Party, assign its commitment, rights and obligations hereunder to Goldman Sachs Lending Partners LLC and such assignment shall relieve Goldman Sachs Bank USA of its commitment hereunder.

This Joinder Agreement may not be amended or any term or provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto; provided that, notwithstanding the foregoing, this Joinder Agreement may be amended with only the consent of the Arrangers and Gilead in order to add Additional Commitment Parties and accordingly reduce the commitments of the existing Commitment Parties hereunder.  Each of Gilead and the Arrangers hereby agree that no amendment, waiver, supplement or other modification to the Commitment Letter that is adverse to any Additional Commitment Party shall be entered into unless the parties thereto and each Additional Commitment Party shall have consented thereto in writing.

Each Additional Commitment Party hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow each Additional Commitment Party to identify you in accordance with the Act.

This Joinder Agreement may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original.  Delivery of an executed counterpart of a signature page to this Joinder Agreement by telecopier, facsimile or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart thereof.

This Joinder Agreement (including, for the avoidance of doubt, all of the terms of the Commitment Letter incorporated by reference herein) is the only agreement that has been entered into among Gilead and each Additional Commitment Party with respect to the Cash Bridge Facility and sets forth the entire understanding of the parties with respect thereto.  No individual has been authorized by any Additional Commitment Party or any of its respective affiliates to make any oral or written statements that are inconsistent with this Joinder Agreement.  Following the execution and delivery of this Joinder Agreement by each of the parties hereto, the Commitment Letter and this Joinder Agreement shall be construed as a single instrument to the extent necessary to give effect to the provisions hereof.  Notwithstanding any provision hereof or of the Commitment Letter, each party hereto hereby agrees that all obligations of each Commitment Party, whether pursuant hereto or pursuant to the Commitment Letter, shall be several and not joint obligations.

ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT, PROCEEDING OR CLAIM ARISING IN CONNECTION WITH OR AS A RESULT OF ANY MATTER

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REFERRED TO IN THIS JOINDER AGREEMENT IS HEREBY IRREVOCABLY WAIVED BY THE PARTIES HERETO.  THIS JOINDER AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  Each of the parties hereto hereby irrevocably (i) submits, for itself and its property, to the exclusive jurisdiction of (a) the courts in the State of New York sitting in the Borough of Manhattan, and (b) the United States District Court for the Southern District of New York and any appellate court from any such court, in any action, suit, proceeding or claim arising out of or relating to this Joinder Agreement or the performance of services contemplated hereunder, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action, suit, proceeding or claim may be heard and determined in such New York State court or such Federal court, (ii) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, proceeding or claim arising out of or relating to this Joinder Agreement or the performance of services contemplated hereunder in any such New York State or Federal court and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit, proceeding or claim in any such court.  Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the courts in the State of New York sitting in the Borough of Manhattan.

This Joinder Agreement (including, for the avoidance of doubt, all of the terms of the Commitment Letter incorporated by reference herein) and the other terms and conditions contained herein shall be subject to (i) the same confidentiality provisions applicable to the Commitment Letter as provided in Section 6 of the Commitment Letter, and (ii) the same indemnification provisions applicable to the Commitment Letter (and each Additional Commitment Party and each Additional Commitment Party’s affiliates and their respective officers, directors, employees, agents, advisors and other representatives shall be deemed to be an “Indemnified Party” for all purposes thereunder) as provided in Section 4 of the Commitment Letter.

Each Additional Commitment Party acknowledges that it has, independently and without any reliance upon any Arranger or any of its affiliates, or any of their respective officers, directors, employees, agents, advisors or representatives, and based on the financial statements of Gilead, the Company and their respective subsidiaries and such other documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Joinder Agreement and to provide its Commitment.

In connection with all aspects of each transaction contemplated by this Joinder Agreement, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (i) the Cash Bridge Facility and any related arranging or other services described in this Joinder Agreement and the Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Additional Commitment Parties, on the other hand, (ii) the Additional Commitment Parties have not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (iv) in connection with each transaction contemplated hereby and the process leading to such transaction, each of the Additional Commitment Parties has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party, (v) the Additional Commitment Parties have not assumed and will not assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any of the Additional Commitment Parties has advised or is currently advising you or your affiliates on other matters) and the Additional Commitment Parties have no obligation to you or your affiliates with respect

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to the transactions contemplated hereby except those obligations expressly set forth in this Joinder Agreement (including obligations set forth in the Commitment Letter that are incorporated herein) and (vi) the Additional Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Additional Commitment Parties have no obligation to disclose any of such interests to you or your affiliates.  To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Additional Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Joinder Agreement.

The compensation, reimbursement, indemnification, confidentiality, absence of fiduciary duty, jurisdiction, venue and governing law provisions contained herein or incorporated herein by reference to the Commitment Letter will survive any termination or completion of the arrangements contemplated by this Joinder Agreement, the Commitment Letter or each Commitment Party’s Commitment, including without limitation whether or not the Cash Bridge Facility Documentation is executed and delivered and whether or not the Cash Bridge Facility is made available or any loans under the Cash Bridge Facility are disbursed; provided that the compensation, reimbursement and indemnification provisions shall be replaced and superseded by the relevant provisions in the Cash Bridge Facility Documentation upon execution of such documentation.

Please indicate your acceptance of the terms set forth in this Joinder Agreement by returning to us an executed counterpart hereof by no later than 5:00 p.m. (New York City time) on September 8, 2017, whereupon the undertakings of each Additional Commitment Party and its agreement to provide the services described herein shall become effective to the extent and in the manner provided hereby.  Except as otherwise provided herein, the Commitments of each Additional Commitment Party and its agreement to provide the services described herein will terminate upon notification by the Arrangers and Gilead to the Additional Commitment Parties that the Commitment Letter has terminated in accordance with its terms.

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If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof by returning to us an executed counterpart hereof.

Very truly yours,
Barclays Bank PLC, as an Additional Commitment Party
By:	/s/ Craig J. Malloy
	Name:	Craig J. Malloy
	Title:	Director

JPMORGAN CHASE BANK, N.A., as an Additional Commitment Party
By:	/s/ Vanessa Chiu
	Name:	Vanessa Chiu
	Title:	Executive Director

MORGAN STANLEY BANK, N.A., as an Additional Commitment Party
By:	/s/ Anjelica Kelly
	Name:	Anjelica Kelly
	Title:	Authorized Signatory

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Additional Commitment Party
By:	/s/ Brian McNany
	Name:	Brian McNany
	Title:	Director

HSBC Bank USA, N.A., as an Additional Commitment Party
By:	/s/ Thomas T. Hou
	Name:	Thomas T. Hou
	Title:	Managing Director

Mizuho Bank, Ltd., as an Additional Commitment Party
By:	/s/ Bertram H. Tang
	Name:	Bertram H. Tang
	Title:	Authorized Signatory

Sumimoto Mitsui Banking Corporation, as an Additional Commitment Party
By:	/s/ Shuichiro Yamane
	Name:	Shuichiro Yamane
	Title:	Managing Director

GOLDMAN SACHS BANK USA, as an Additional Commitment Party
By:	/s/ Annie Carr
	Name:	Annie Carr
	Title:	Authorized Signatory

Citibank N.A., as an Additional Commitment Party
By:	/s/ Marni McManus
	Name:	Marni McManus
	Title:	Vice President

Royal Bank of Canada, as an Additional Commitment Party
By:	/s/ Kevin Bemben
	Name:	Kevin Bemben
	Title:	Authorized Signatory

U.S. Bank National Association, as an Additional Commitment Party
By:	/s/ David C. Mruk
	Name:	David C. Mruk
	Title:	SVP

ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:
MERRIL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Matthew Walters
	Name:	Matthew Walters
	Title:	Director
BANK OF AMERICA, N.A.
By:	/s/ Joseph L. Corah
	Name:	Joseph L. Corah
	Title:	Director
WELLS FARGO SECURITIES, LLC
By:	/s/ Corey Clamp
	Name:	Corey Clamp
	Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Kirk Tesch
	Name:	Kirk Tesch
	Title:	Managing Director
GILEAD SCIENCES, INC.
By:	/s/ Brad Vollmer
	Name:	Brad Vollmer
	Title:	Vice President, Treasury

Schedule I

Commitments

Commitment Party	Commitment
Bank of America, N.A.	$	1,350,000,000
Wells Fargo Bank, National Association	$	1,350,000,000
Barclays Bank PLC	$	900,000,000
JPMorgan Chase Bank, N.A.	$	900,000,000
Morgan Stanley Senior Funding, Inc.	$	900,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	450,000,000
HSBC Bank USA, N.A.	$	450,000,000
Mizuho Bank (USA)	$	450,000,000
Sumitomo Mitsui Banking Corporation	$	450,000,000
Goldman Sachs Bank USA	$	450,000,000
Citibank, N.A.	$	450,000,000
Royal Bank of Canada	$	450,000,000
U.S. Bank National Association	$	450,000,000
Total	$	9,000,000,000

Exhibit A

Attached.