Item 2.02 Results of Operations and Financial Condition.

On February 1, 2022, Gilead Sciences, Inc., a Delaware corporation (the "Company"), reached an agreement (the "Settlement") with ViiV Healthcare Company, ViiV Healthcare UK (No.3) Limited, ViiV Healthcare UK Limited, Shionogi & Co., Ltd. and GlaxoSmithKline Mercury Limited (collectively, "ViiV") for a global resolution of all pending or potential claims related to the Company's sales of Biktarvy®, including the previously disclosed litigations pending in the U.S. District Court for the District of Delaware and other jurisdictions outside the United States.

Pursuant to the terms of the Settlement, ViiV grants Gilead a broad worldwide license and covenant not to sue relating to any past, present or future development or commercialization of bictegravir. In connection with the Settlement, the Company will (1) make a one-time payment to ViiV of $1.25 billion in the first quarter of 2022, and (2) provide ViiV an ongoing royalty at a rate of 3% on future sales of Biktarvy® and the bictegravir component of bictegravir-containing products in the United States until October 5, 2027. In connection with the Settlement, the Company has recorded a pre-tax charge of $1.25 billion to Cost of goods sold for the fourth quarter of 2021.

The information in Item 2.02 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.





Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Any statements contained in this report except for historical information may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "hope," "intend," "plan," "project," "could," "estimate," or "continue" are intended to identify such forward-looking statements. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of numerous factors and uncertainties, including the risks and uncertainties described in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other documents filed with the Securities and Exchange Commission from time to time. We assume no obligation to update or revise forward-looking statements to reflect new events or circumstances.

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