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AGM 2019

May 8, 2019

Speaker 1

Okay. Well, thank you everyone for being here at our annual shareholder meeting. My name is Sung Lee of Investor Relations. We'll get started very soon here. I'd like to turn over the mic over to our Chairman and CEO, Daniel O'Dea.

Speaker 2

Great. Thank you, and good morning, everybody. I'm Daniel Ladday, Chairman of the Board and Chief Executive Officer of Gilead Sciences, And I'm very, very pleased to welcome you to today's Gilead's 2019 annual meeting of stockholders. Before I call to the meeting to order, I'd like to introduce you to some of the members of the Gilead team sitting up front here, and some of the members of the board of directors as well. So first, starting with the board, we have, John Cogan, our lead independent director, Jacqueline Barton, Kelly Kramer, Richard Whitley, Gail Wilson and Perwold Olson.

Thank you for being here. We also have several members of our leadership team here this morning. We have Robin Washing to my left over here, Executive Vice President And Chief Financial Officer. We've got John McCutchinson sitting down front here, Chief Scientific Officer and Head of Research And Development. We have Greg Alton, our Chief Patient Officer.

We've got Brett Fletcher sitting to my right here, Executive Vice President General Counsel And Chief Compliance Officer. We have Laura Hamill here, Executive Vice President, Worldwide Commercial Operations We have Katie Watson, Executive Vice President, Human Resources. Katie back there. We have Sun Lee, who you just heard from, Head of Investor Relations, And we have Amy Flood, ahead of public affairs here as well, sitting towards the back. There are also a number of other Gilead employees present, and they'll also available for questions after today's formal agenda is complete.

I would also like to introduce Linda Hill from our Ernst And Young, our Independent Auditor, and then they're right over there. So the meeting will now come to order. Brett Fletcher will serve as secretary for this meeting We will first cover the formal business of the meeting as described in our proxy statement. Afterwards, we will provide an overview of Gilead's R and D activities and address your questions. Given to you as you Dina Vico, a Vico group to access Inspector of elections at this meeting.

Ms. Vico has taken and subscribed to customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to determine the qualifications of voters except their votes and when validating on all matters is completed to tally the ballots cast as to each matter. Will the Secretary please report on the stockholders list and the mailing of the meeting notice?

Speaker 3

I have a meeting I have a complete list of the stockholders of record of the company's common stock on March 15, 2019. The record date for this meeting I also have an affidavit from Broadridge certifying that on March 25, 2019, a notice of annual meeting stockholders of the company was disseminated to all stockholders of record on the record date.

Speaker 2

Thank you. Will the Secretary please report on the existence of a quorum?

Speaker 3

I have been informed by the Inspector of Election that proxies have been received for $1,095,671,770 shares of the $1,274,896,000 shares of common stock outstanding on a record date which represents approximately 86% of the total number of outstanding shares. This constitutes a quorum for the transaction of business.

Speaker 2

I hereby declare this meeting to be duly convened and the polls open for voting and the transaction of all business.

Speaker 3

If anyone need to submit a proxy or to change their vote or to vote in person at this meeting, If anyone needs to do that, you can step back and see this is Veeco at the table in the back.

Speaker 2

Okay. In order to expedite the flow of the business of this meeting, we intend to adhere to the following order of business Each of the matters to be acted upon by the stockholders today will be presented in the order set forth in the agenda. After presentation of all matters, I will open the floor for questions or comments on the items of business in order to ensure that the business of the meeting proceeds in an orderly fashion, that stockholders who wish to speak have a fair opportunity to do so. Questions or comments shall be limited to the items of business listed on the agenda. The actual vote on each item, however, will be deferred until all of the matters to be acted upon have been discussed.

Speaker 3

The first order of business is the election of 9 directors to serve for the next year and until their successors are elected and qualified. The board's nominees are John Cogan, Jacqueline Barton, Kelly Kramer, Kevin Laughlin, Harish Mannwani, Daniel O'Day, Richard Whitley, Gail Wilson, and Perry Will Dawson, each a current director of the company. The Board of Directors has recommended a vote in favor of each of the nominees. The second order of business is the ratification of the selection of Ernst And Young LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of Gilead. The fiscal year ending December 31, 2019, the Board of Directors has recommended a vote in favor of this proposal.

The 3rd item of business is the approval of an amendment to Gilead's restated certificate of incorporation to allow stockholders to act by written consent. Board of Directors has recommended a vote in favor of this proposal. The 4th item of business is the approval on an advisory basis of the compensation of our named executive officers as presented in the proxy statement. The Board of Directors has recommended a vote in favor of this proposal. The 5th item of business is consideration of a stockholder proposal requesting that the board adopted policy that the chairperson of the board of directors be an independent director.

The Board of Directors has recommended a vote against this proposal for the reasons set forth in the proxy statement. Mr. Jing Zhao will present the proposal. Mr. You can come over here and read at the microphone if you could.

Speaker 4

Proposal 5 independent board chairman. Shareholders request our board of directors to adopt as a policy and amend our guarding documents as necessary to require hence for that the chair of the board of directors were never possible to be an independent member of the board. The board would have the discretion to phase in this policy for the next chief executive officer transaction implemented so that it does not violate enlisting agreement. This proposal topics 150 percent plus support at 5 major U. S.

Companies in 2013, including 73% support at the Netflix These five major votes would have been still higher if all shareholders had access to the independent proxy voting advice. This proposal topics received 45% support at our 2018 annual meeting. This likely translates into 51% support from the shareholders who have who had access to independent proxy voting advice. This proposal is more independent, more important to Gilead Sciences' shareholders because our stock price fell from 82 to 66 in the 5 years leading to the date that for this proposal. And, our executive pay received 89% of support, but many companies obtained 95% of support This could be an indication of having the wrong incentives in the exact pay packet Independent Chairman is best positioned to build up the oversight capability of our directors by our CEO address the challenging day to day issues facing the company, the lure of the chairman and the CEO are fundamentally different and should be hired by 2 directors, CEO and the chairman who is completely independent.

You very much.

Speaker 3

Thank you, Mr. Zhao. The board's opposition statement for the stockholder proposal has been included in the proxy statement for all stockholders to consider. The 6th item of business is consideration of a stockholder proposal requesting that the board issue a report describing how Gilead plans to allocate tax savings as a result of the Tax Cuts and Jobs Act. The Board of Directors has recommended a vote against this proposal for the reasons set forth in the proxy statement.

Ms. Emily Lee will present the proposal. Ms. Lee?

Speaker 5

Thank you. Good morning, Mr. Chairman, members of the board and fellow shareholders. My name is Emily Lee of TRILium Asset Management. I'm here on behalf of Portfolio 21 Global Equity Fund, a long term shareholder of Gilead, to move proposal number 6.

Our shareholder proposal asked the Gilead Board of Directors to issue a report describing how the company plans to allocate tax savings as a result of the Tax Cuts and Jobs Act. To date, Gilead has not provided adequate information indicating how the company plans to use tax savings gained as a result of the Tax Custom Jobs Act. The passage of the act permanently reduced the corporate tax rate from 35% to 21% and eliminated provisions requiring companies to pay taxes on money earned abroad. With these changes, it is estimated that America's largest corporations by market cap will receive a windfall of $150,000,000,000. Among these companies is Gilead, which is estimated to have saved 1,000,000.

However, we as citizens and investors have very little insight into how Gilead is spending this windfall. The Tax Cuts presents Gilead with an opportunity to strengthen the bottom line, invest in workers, benefits, jobs, communities, capital investments, R and D and make acquisitions. Unfortunately, Gilead has failed to provide any details or discussion of these investments, leaving investors, elected representatives and citizens in the dark. Without more information, investors cannot understand how the tax law will impact the company's long term strategy or our economy. The focus on what companies do with tax benefits is growing during a time when wage growth remains stagnant and income inequality has widened.

In 2018, Gilead paid its former CEO, John Milligan, 18,500,000 dollars, 94 times more than its median worker. A poll, when Americans were asked, what percentage of corporate tax savings should be allocated to various categories? Responses indicated that percent thought tax savings should go towards worker pay and or benefits, creating new jobs and giving back to communities. Passing savings on to shareholders is the lowest priority at just percent. Transparency on the use of corporate tax savings is not limited to a niche group of investors.

Larry Fink CEO of BlackRock has emphasized the need companies to openly discuss how the significant changes to tax law fit into their long term strategy. Thankfully dozens of other companies have shared how they will spend the tax savings. Some will use the funds on workforce development, infrastructure enhancement, increased wages and corporate giving. We hope as both citizens and investors, that the Board of Directors heaps this call for transparency and joins its corporate peers and becomes forthcoming about how it's spending its tax savings. How that money is spent will impact the health of the company and our economy.

Thank you.

Speaker 3

Board's opposition statement for the stockholder proposal has been included in the proxy statement for all the stockholders to consider.

Speaker 2

Does any stockholder have a question or comment relating to any of the proposals? If so, please proceed to the microphone located in the center of the aisle and wait be recognized, please identify yourself by name, organization and as a stockholder or a proxy holder, then proceed with your question or comment. As is courtesy to your other stockholders present, please limit your question or remarks to 2 minutes. And as I don't see any questions. I think the secretary will now conduct the voting.

Speaker 3

Okay. I will now report on the voting of stockholders at this meeting. Each share of common stock is titled to one vote. The voting was conducted by proxy and written ballot. Having earlier requested stockholders intending to vote at this meeting to register their votes with Ms.

V. Q at the back of the room, The polls are now closed. The preliminary report of the Inspector of Election is as follows: the Director nominees have been elected between 94% 99% of the votes cast voting for each director. The selection of Ernst And Young LLP by the Audit Committee of the Board of Directors independent registered public accounting firm of Gilead for the fiscal year ending December 31, 2019, is ratified with approximately 95% of the shares voting for the proposal. The adoption of amendment to Gilead's restated certificate of incorporation to allow stockholders to act by written consent is approved with approximately 73% of the outstanding shares voting for the proposal.

The advisory vote to approve the compensation our named executive officers as presented in the proxy statement is approved with approximately 92% of the shares voting for the proposal. The stockholder proposal requesting the board adopted policy that the chairman of the board of directors being independent director was not approved. With approximately 29% of the shares voting for the proposal. The stockholder proposal requesting the board issue of report describing how Gilead plans to allocate tax savings as a result of the Tax Cut And Jobs Act was not approved with approximately 2% of shares voting for the proposal. The final results of the voting will be reported in a Form 8 K within 4 business days from today.

Speaker 2

This concludes the formal portion of our meeting. After a German, I'll make a few statements and then John McCutchison Our Chief Scientific Officer and Head of Research And Development will provide an overview of Gilead's R and D efforts. We will also take any questions from presentation. So this portion of the meeting is adjourned. Now we can move to the next portion Well, good morning.

A quick good morning from my side now to introduce the next in the meeting, just also introduce John as well. But to give you a few comments from my side after 2 months of joining Gilead, And I really do appreciate all of you being here today. So let me first say what an honor it is to become Chairman in CEO of Gilead and joining the 11,000 employees of Gilead around the world, in what they've done over the past 30 years. I have to say that, I'm impressed by the resources available, the employee commitment And clearly, the focus on science innovation that has set Gilead apart over the last 30 years And I'm absolutely convinced that's going to serve us very well, in this time. I'm unprecedented change in our industry and in health care today.

What I can say is that it's I'm fully committed to the journey of Gilead, rolling my sleeves up the past 2 months, I've spent time really listening to many people, people from within the company, of course, my colleagues within the company, I've had the opportunity to connect with many investors, over the past 2 months in small, one on one forums. And of course, the quarterly call last week, equally, I've spent time with patient groups and with, our key thought leaders at a variety of conferences, both at, Corey, our HIV conference up in Seattle days after I joined and had a chance to also be at EASL in Vienna to look at our work in liver diseases. And again, really been a pleasure to get the surround sound of feedback and input so far. My priorities for the 1st few months at the company as I've articulated to shareholders and also to the internal company have really been around collecting information and forming, with my experience, some opinions around the portfolio, which is the first of my objectives. The second one is around the commercial delivery of our medicines.

And then finally, around the people and getting to know the people in the organization. And, the portfolio by the way of course, looking at both what we have internally within our research organizations and development organizations and also looking externally as the tremendous amount of innovation as we know outside the Gilead walls. And I think our partnerships and, connections in the past have served as well in that area. So as you can imagine, I'm still in the process of getting to know many things about the company. And I look forward to working with my leadership team, with the employee group, with the board, to continue to, evolve some of my thinking to put some of my thoughts together around the next chapter in Gilead's strategy.

And as I've said to all the investors, and I'll repeat her again today, I look forward to coming back to you later this year with some more observations with some insights and what I think is going to be important for Gilead in the coming years. To continue to play their role to society and to the patients that we serve. So with that, I will turn it over to John McHutchison give you an update on

Speaker 6

Thank you, So good morning and thank you everyone for joining us today. It's my pleasure to talk to you about some of the progress we've made across the R and D part of the organization. I'd like to start with our recently published 2018 year end review though first, which highlights the work we're doing around the world to support patients who are impacted by many life threatening diseases and our ongoing commitment to delivering really transformational medicines or medicines that make a difference. As of 2018, we have helped an estimated 11,500,000 people living in resource limited countries that receive antiviral antiretroviral therapies. We've provided also nearly $400,000,000 to help reduce health disparities and barriers to access.

In the Southern United States, we've strengthened our existing efforts with funding to organizations dedicated to those disproportionately impacted by HIV infection. And we continue to do many other things, including to help provide access to our medicines for those who need financial assistance. I encourage you all, the shareholders to read our 2018 year end review. It's a beautifully put together document. And to learn more about these important initiatives and how we are supporting patients and their communities as well.

As a company, we believe that we have the potential for transformative impact to many patients by making our vision a reality really simply put what we are trying to do is translate the most important and innovative scientific discoveries into the best treatments for patients who need it the most. And that's at the essence and the core of what we do. Already this year, we have had 5 phase 3 registrants or clinical trial readouts and forged additional innovative partnerships in NASH, for example. We are also fully committed, as Dan said, to building out our pipeline through our internal efforts as well as through mergers and acquisitions and collaborations, many of whom you've read we have announced, including another one today. Today, I will briefly update on the progress we're making across our work in our 4 therapeutic areas: HIV, NASH and liver diseases, inflammation, and they'll also touch on cell therapy as well.

So let's start with HIV, the cornerstone of what Gilead's been about for many decades. As you row viral therapy, I remind you that 4 out of every 5 patients are taking at least 1 Gilead HIV drug as part of their regimen. The goal here is to continue to lead and to lead the way we treat people and to push and innovate to transform the therapeutic landscape even further. As I'll discuss on the next couple of slides, Our focus is on 3 aspects of HIV treatment, prevention, and we hope one day, at least for a small proportion of patients, we can say that we can cure some individuals with HIV infection. We're evaluating new modalities, which include a long acting injectable strategy and also molecules treatment resistant HIV infection.

The latter is obviously very important, but the former we have realized, even though we have very nice, easy to take once a day regimens. There are a group of people who could benefit in various different ways by a long acting strategy that is one of our key programs. Currently, as you know, we are also the only company with a medication approved to prevent HIV infection And we have more than 50 planned or ongoing clinical studies in diverse clinical populations in various different settings. And as I've said, we continue to research for the potential cure for at least some patients with HIV in addition to the providing grants for organizations the years that have had the same goals as well. I'd like to spend some time on what we presented earlier this year at Croy that Dan also mentioned from the Discover, which is our phase 3 trial evaluating once daily Descovy to prevent individuals at risk from developing HIV infection.

The results demonstrate the bar graph of Descovy was non inferior to Truvada in preventing HIV infections and the infections were actually numerically lower in the group that received Descovy, the blue bar compared to Truvada. Dyscooby also had an improved safety profile with a statistically superior bone and kidney profile compared to Truvada, which is important for patients who are going to be taking medicines long term. Descovy and Truvada will also both well tolerated they had low discontinuation rates less than 2%. Based on these data, we submitted a supplemental NDA to the FDA, for Descovy for the PRF indication as a potential important new option to prevent HIV infection. We submitted a priority review voucher with the filing, which will result in an anticipated review time of 6 months.

If approved, we believe Descovy will help contribute to achieving National And Global HIV prevention goals. Now what about turning to our efforts in liver disease? Our goals here are similarly ambitious as they always are at Gilead. Given the ongoing unmet medical need for many, many patients who are living with hepatitis C or hepatitis B or or nonviral liver disease such as NASH. Our hope is to, help contribute to the elimination of HCV for the approximately 70,000,000 people who have HCV infection throughout the world, where we are also working on a functional cure for the quarter of a billion or so people who are chronically infected with hepatitis B.

And then when it comes to NASH, it's a complex biological disease. And our first aim is to improve the clinical outcomes for the nearly sixty million people worldwide who have NASH and advanced stages of fibrosis, which we coin or name F3 and F4. We recently announced that the STELLAR-three and STELLAR-four, our 2 phase 3 trials of our ASK inhibitor, Solon in patients with advanced fibrosis due to NASH failed to meet their primary endpoints. This is not the outcome we were hoping for, of course. These were important studies for us to conduct, however, targeting multiple pathways and combinations we believe will be essential to success for the vast majority of people infected with NASH and advanced fibrosis, and we are committed to effective to developing those effective combinations.

As shown here in both on the left and the right hand side, we have a broad deep and strong pipeline to advance therapies for NASH. We also have multiple preclinical programs in NASH ongoing including our collaborations with Johan and Scholar Rock in addition to the recently announced collaborations also with Novo Nordisk and Incitra. As an example in NASH, the Atlas trial is our phase 2 study evaluating combinations of our 3 leading investigational compounds in patients with NASH and advanced fibrosis. You can see the dual versus single agents on this side of the slide. We expect to study to read out in the fourth quarter of this year, and we will share more details then.

But this is our next effort in terms of combinations and addressing the greatest unmet need in patients with NASH. What about in inflammation, one of our newer therapeutic areas, there are more That's a startling number. There's also an area of great unmet need. Most people are not well well treated or, cared for with these diseases. Our goals are rather simple.

Take rheumatoid arthritis, for example, most patients who are on the current treatments don't fully respond. They still have residual tender and swollen joints, painful joints, or if they do respond initially, they lose that response over time. Or if they do respond, as I said, it's a partial response. So we want to raise that efficacy higher. And we want to enhance the depth of the response.

So we're not dealing with individual patients who still have half their joints being painful throughout the day. Would rather drive the response deeper. So we have low disease activity or we have people in remission from these diseases and that is our goal. Specifically, we believe Filgotinib, our selective JAK1 inhibitor, can be the foundational therapy for many of these inflammatory conditions that will lead us down that path that I've just described to you to have higher efficacy and deeper response. As shown here Filgotinib is progressing across multiple diseases, including Phase III programs for rheumatoid arthritis, Crohn's disease, and ulcerative collitis.

And at the bottom of the slide, other diseases in which we have ongoing phase 2 studies to evaluate the utility of the drug. Taking a closer look at our FINCH data, filgotinib efficacy has now been demonstrated in 3 separate phase III programs as shown in each of the boxes. Each of these rheumatoid arthritis studies met critical endpoints at both the 100 and the 200 milligram dose. You can see those doses by the blue bars compared to the gray bars, which are the placebo or the role on, the size of the bars is always higher. We observed deep efficacy responses in broad rheumatoid arthritis patient populations, from those who are treatment naive shown on the right to those who are the most difficult to treat that failed multiple biologic agents as shown in the middle.

Importantly, Filgotinib's overall safety profile through week 24 so far seems to be differentiated. Which is important to have safe drugs for patients with these conditions. Now that we have the phase 3 data from 3 FINCH studies, we have initiated a request to have further interactions with the FDA, and we can start the process of filing for consideration of regulatory approval in Europe the U. S. And other parts of the world as well.

And finally, cell therapy. What an innovative approach this is treating patients with cancer. It's another key therapeutic area where we see enormous potential to deliver really a transformational change for people. With advanced cancers and stark contrast to the more traditional approaches like chemotherapy and search and radiation cell therapy uses a patient's own living immune cells, which have re engineered to target and eradicate cancer cells. The outcome for patients, as I'll show you in the next slide, have been remarkable so far.

Yes, Carter, our first approved cell therapy, has now been used to treat more than 1500 patients with advanced lymphoma. Patients with cancer that were once regarded as largely untreatable are responding to a single administration of live cell therapy and with responses that are lasting years so far. These curves illustrate that. You can see that both these curves, 1 of duration of response and 1 of survival flatten out. That's a profound benefit in any cancer therapy.

If those curves flatten, that means people remain alive or they remain or their response is durable. These are patients in our ZUMA-one trial that had a relapsedrefractory large B cell lymphoma, a type of blood cancer, more commonly known as non Hodgkin's lymphoma. Historically, these patients in this trial who had many, many previous therapies have about 6 months to live. And they have very limited treatment options. Here we see that after a single infusion of these live re engineered cells, of Yescarta, more than half of the patients were still alive, had a median follow-up of more than 2 years.

So at least 50% are still alive, 2 years after this single infusion. So the depth and durability of this response is remarkable. Now this type of outcome has generated enormous interest among researchers and clinicians and patients, of course, and motivates us to try and advance similar treatments for patients with other forms of cancer. We are excited about the potential These are still early days, for cell therapy, and we believe the future is bright. As pioneers and leaders in the field, we have broad and comprehensive strategy for the future development of cell therapy.

We will optimize the safety, efficacy and convenience of Yescarta. We will expand into additional blood cancers, including mantle cell, indolent lymphoma and other acute leukemias and multiple myeloma. We will develop if we are able to do so effectively, an allogeneic or off the off the shelf sort of approach, an approach that could be used for many patients that would very much simplify the entire, journey for the patients. Currently. And we would also then develop next generation therapies for these patients different targets, different constructs, and of course, most importantly, try and understand how we can treat patients with solid tumors with cell therapy and produce some of these most remarkable responses as we have seen in the hematological malignancies.

And then finally, of course, most of all and most importantly as well, we will continue to advance improvements in automation in manufacturing the allogeneic approaches that I've talked about that could eventually allow for sort of a larger scale production of cell therapies. So in closing, and as I look across the R and D organization and the work we have underway, we are well positioned to continue to deliver many of these transformation medical medicines to patients with a variety of very serious condition. So I look forward to maintaining the momentum with the R and D organization. Thank you all for your time this morning and I'll hand it over to

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