Table of Contents
`
`Exhibit
`Footnote
`
`( 0)
`
`0)
`
` 3)
`
`1)
`
`1)
`
`2)
`
`2)
`
`2)
`
`2)
`
`3)
`
`2)
`
`(2)
`
`2)
`
`2)
`
`2)
`
`Exhibit
`Number
`4.5
`
`4.6
`
`4.7
`
`4.8
`
`10.1
`
`10.2
`
`10.3
`
`10.4
`
`10.5
`
`10.6
`
`10.7
`
`10.8
`
`10.9
`
`10.10
`
`10.11
`
`10.12
`
`10.13
`
`of Document
`
`Description
`Indenture
`
`related to the Convertible Senior Notes, due 2011, between Registrant and Wells Fargo Bank, National
`Association, as trustee (including form of 0.50% Convertible Senior Note due 2011), dated April 25, 2006
`Indenture related to the Convertible Senior Notes, due 2013, between Registrant and Wells Fargo Bank, National
`Association, as trustee (including form of 0.625% Convertible Senior Note due 2013), dated April 25, 2006
`Indenture related to the Convertible Senior Notes, due 2014, between Registrant and Wells Fargo Bank, National
`Association, as trustee Gncluding form of 1.00% Convertible Senior Note duc 2014), dated July 30, 2010
`Indenture
`
`related to the Convertible Senior Notes, due 2016, between Registrant and Wells Fargo Bank, National
`Association, as trustee (including form of 1.625% Convertible Senior Note due 2016), dated July 30, 2010
`
`
`
`
`
` and Restated Credit Agreement among Registrant, Gilead Biopharmaceutics Ireland Corporation, the
`
`
`
` 1on of OTC Warrant‘lransaction, dated July 26, 2010, between Registrant and Goldman, Sachs & Co. for
`
`Confirmation of OTC Convertible Note Hedgerelated to 2011 Notes, dated April 19, 2006, as amended and
`restated as of April 24, 2006, between Registrant and Bank of America, N.A.
`
`Confirmation of OTC Convertible Note Hedgerelated to 2013 Notes, dated April 19, 2006, as amended and
`restated as of April 24, 2006, between Registrant and Bank of America, N.A.
`
`Confirmation of OTC Warrant Transaction, dated April 19, 2006, as amended andrestated as of April 24, 2006,
`between Registrant and Bank of America, N.A. for warrants expiring in 2011
`
`Confirmation of OTC Warrant‘lransaction, dated April 19, 2006, as amended andrestated as of April 24, 2006,
`between Registrant and Bank of America, N.A. for warrants expiring in 2013
`Amended
`
`lenders parties thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lenderand L/C Issuer,
`dated as of December 18, 2007
`
`Parent Guaranty Agreement, dated as of December 18, 2007, by Registrant
`
`| to Amended and Restated Credit Agreement and Limited Consent and Waiver dated as of June
`Amendment No.
`
`3, 2009, among Registrant, Gilead BiopharmaceuticsIreland Corporation and Bank of America, N.A.in its capacity
`as administrative agent for the Lenders
`
`Amendment No. 2 to Amended and Restated Credit Agreement among Registrant, Gilead Biopharmaceutics Ireland
`Corporation and Bank of America, N.A. in its capacity as administrative agent for the Lenders, dated December 22,
`2010
`
`Confirmation of OTC Convertible Note [edge related to 2014 Notes, dated July 26, 2010, between Registrant and
`Goldman, Sachs & Co.
`Confirmation of OTC Convertible Note Hedgerelated to 2014 Notes, dated July 26, 2010, between Registrant and
`JPMorgan Chase Bank, National Association
`
`Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated July 26, 2010, between Registrant and
`Sachs & Co.
`Goldman,
`Confirmat
`
`1on of OTC Convertible Note Hedgerelated to 2016 Notes, dated July 26, 2010, between Registrant and
`Chase Bank, National Association
`
`JPMorgan
`Confirmat
`warrants e
`
`xpiring in 2014
`
`78
`
`REG_NDNY00000082
`Regeneron Exhibit 1227.079
`Regeneron Exhibit 1227.079
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`

`

`Table of Contents
`
`Exhibit
`Number
`14
`
`
`
` 34
`
`15
`
`.16
`
`17
`
`18
`
`19
`
`20
`
`2]
`
`she,
`
`24
`
`29
`
`26
`
`oA)
`
`28
`
`Zo
`
`30
`
`31
`
`ion
`
`Exhibit
`Footnote
`
`2)
`
`2)
`
`2)
`
` 6)
`
`4)
`
`4)
`
`4)
`
`4)
`
`4)
`
`4)
`
`4)
`
`4)
`
`a)
`
`4)
`
`4)
`
`4)
`
`4)
`
`4)
`
`4)
`
`4)
`
`*(
`
`*(
`
` ‘irmat:
`
`Description of Document
`Confirmat ion of OTC Warrant‘I:
`
`
`ransaction, dated July 26, 2010, between Registrant and JPMorgan Chase Bank,
`National Association for warrants expiring in 2014
`Confirmat
`ion of OTC Warrant T:
`
`ransaction, dated July 26, 2010, between Registrant and Goldman, Sachs & Co. for
`
`warrants expiring in 2016
`Confirmat
`ion of OTC Warrant|’
`
`ransaction, dated July 26, 2010, between Registrant and JPMorgan Chase
`National Association for warrants cxpiring in 2016
`Confirmat
`ion of OTC Additiona
`Convertible Note H
`
`Registrant
`Confirmat
`
`Registrant
`Confirmat:
`
`Registrant
`Confirmati
`
`and Goldman, Sachs & Co.
`ion of OTC Additiona
`Convertible Note H
`
`and JPMorgan Chase
`ion of OTC Additiona
`
`and Goldman, Sachs & Co.
`°
`n of OTC Additiona
`Convertible Note H
`
`edge related to 2014 Notes, dated August 5, 2010, be
`
`
`
`edge related to 2016 Notes, dated August 5, 2010, be
`
`Bank,
`
`ween
`
` ween
`
`ween
`
`ween
`
`edge related to 2014 Notes, dated August 5, 2010, be
`Bank, National Association
`Convertible Note H
`
`edge related to 2016 Notes, dated August 5, 2010, be
`Bank, National Association
`Warrant ‘lransactio
`
`n, dated August 5, 2010, between Registrant and Goldman,
`
`
`
`
`
`ot
`
` nt
`
`Con
`
`
`
`and JPMorgan Chase
`Registrant
`Confirmat
`ion of OTC Additiona
`Sachs & C
`
`Confirmati
`Chase Ban
`
`o. for warrants expiring in 2014
`on of OTC Additiona
`Warrant ‘lransactio
`
`n, dated August 5, 2010, between Registrant and JPMorgan
`k,
`National Association for warrants expiring in 2014
`Confirmat:
`ion of OTC Additiona
`Warrant Transactio
`Sachs & C
`
`o. for warrants expirin
`on of OTC Additiona
`
`n, dated August 5, 2010, between Registrant and Goldman,
`
`gin 2016
`Warrant ‘lransactio
`
`n, dated August 5, 2010, between Registrant and JPMorgan
`
`Chase Bank, National Association for warrants expiring in 2016
`nt
`Amendme
`
`o Confirmation of O'T'C Convertible Note [ledge related to 2014 Notes, dated August 30, 2010,
`between Registrant and Goldman, Sachs & Co.
`Amendme: nt
`
`o Confirmation of OTC Convertible Note Hedge related to 2014 Notes, dated August 30, 2010,
`between Registrant and JPMorgan Chase Bank, National Association
`Amendme nt
`
`o Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated August 30, 2010,
`between Registrant and Goldman, Sachs & Co.
`Amendme nt
`
`o Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated August 30, 2010,
`between Registrant and JPMorgan Chase Bank, National Association
`nt
`Amendme
`o Confirmation of OTC Additional Converti
`
`
`
`ble Note Hedge related to 2014 Notes, dated August 30,
`
`ble Note Hedgerelated to 2016 Notes, dated August 30,
`
` ion Plan
`
`rant and Goldman, Sachs & Co.
`2010, between Regis
`Amendme
`at
`to Confirmation of OTC Additional Converti
`
`ble Note Hedgerelated to 2014 Notes, dated August 30,
`2010, between Regis
`rant and JPMorgan Chase Bank, National Association
`Amendme
`o Confirmation of OTC Additional Convert
`
`rant and Goldman, Sachs & Co.
`2010, between Regis
`Amendme
`o Confirmation of OTC Additional Convert
`
`2010, between Regis
`
`ble Note Hedge related to 2016 Notes, dated August 30,
`rant and JPMorgan Chase Bank, National Association
`
`Gilead Sciences, Inc. 1991 Stock Option Plan, as amended through January 29, 2003
`
`Form ofoption agreements used under the 1991 Stock Op
`
`79
`
`REG_NDNY00000083
`Regeneron Exhibit 1227.080
`Regeneron Exhibit 1227.080
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`

`

`Table of Contents
`
`
`
`Exhibit
`Footnote
`
`*(15)
`
`*(17)
`
`*(18)
`
`*(19)
`
`*(20)
`
`*2))
`
`*(22)
`
`*(19)
`
`*(20)
`
`*(20)
`
`*21)
`
`*21)
`
`*21)
`
`*(23)
`
`#(24)
`
`*(21)
`
`*(22)
`
`*(25)
`
`*(21)
`
`*(26)
`
`*(22)
`
`*(27)
`
`Exhibit
`Number
`35
`
`56
`
`36
`
`37
`
`38
`
`39
`
`40
`
`4]
`
`42
`
`44
`
`45
`
`46
`
`AT
`
`48
`
`49
`
`50
`
`rol
`
`52
`
`54
`
`55
`
`Description of Document
`Gilead Sciences, Inc. 1995 Non-Employee Directors’ Stock Option Plan, as amended through January 30, 2002
`
`Form of option agreement used under the Gilead Sciences, Inc. 1995 Non-Employce Directors’ Stock Option Plan
`
`Gilead Sciences, Inc. 2004 Equity Incentive Plan, as amended through May6, 2009
`
`l'orm of employee stock option agreement used under 2004[quity Incentive Plan (for grants priorto "ebruary
`2008)
`
`Formof employee stock option agreement used under 2004 Equity Incentive Plan (for grants made February 2008
`through April 2009)
`
`Formof employee stock option agreement used under 2004 Equity Incentive Plan (for grants commencing in May
`2009)
`
`Form of employee stock option agreement used under 2004 Equity Incentive Plan (for grants commencing in
`February 2010)
`
`
`
`Formof non-employee director stock option agreement used under 2004 Equity Incentive Plan (for grants priorto
`2008)
`
`Forn of non-employee direclor option agreement used under 2004
`2008)
`
`| Equity Incentive Plan (for initial grants made in
`
`Form of non-employee director option agreement used under 2004
`May 2008)
`
`Form of non-employee director option agreement used under 2004
`commencing in May 2009)
`
`| Equity Incentive Plan (for annual grants made in
`
`| Equity Incentive Plan (for annual grants
`
`
`
`Form ofrestricted stock unit issuance agreement used under 2004
`employee directors commencing in May 2009)
`
`Form ofrestricted stock award agreement used under 2004 Equity
`employee directors)
`
`Equity Incentive Plan (for annual grants to non-
`
`Incentive Plan (for annual grants to certain non-
`
`Form of performance share award agreement used under the 2004
`
`Formof performance share award agreement used underthe 2004
`
`Form of performance share award agreement used under the 2004
`
`Form of performance share award agreement used under the 2004
`
`Equity Incentive Plan (for grants made in 2007)
`
`Equity Incentive Plan (for grants made in 2008)
`
`Equity Incentive Plan (for grants made in 2009)
`
`Equity Incentive Plan (for grants made in 2010)
`
`Form ofrestricted stock unit issuance agreement used under the 2004 Equity Incentive Plan (for grants made prior
`to May 2009)
`
`Form ofrestricted stock unit issuance agrecment used under the 2004 Equity Incentive Plan (for grants
`commencing in May 2009)
`
`l'orm ofrestricted stock unit issuance agreement used under the 2004 ['quity Incentive Plan (service-based vesting
`for executive officers commencing in November 2009)
`
`Gilead Sciences, Inc. Fmployee Stock Purchase Plan, amended and restated on November3, 2009
`
`Gilead Sciences, Inc. International Employee Stock Purchase Plan, adopted November 3, 2009
`
`80
`
`REG_NDNY00000084
`Regeneron Exhibit 1227.081
`Regeneron Exhibit 1227.081
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`

`

`Description of Document
`Gilead Sciences, Inc. Deferred Compensation Plan—Basic Plan Document
`
`Gilcad Scicnces, Inc. Deferred Compensation Plan—Adoption Agreement
`
`
`
`Addendum to the Gilead Sciences, Inc. Deferred Compensation Plan
`
`Gilead Sciences, Inc. 2005 Deferred Compensation Plan, as amended and restated on October 23, 2008
`Gilead Sciences, Inc. Severance Plan, as amended on December 14, 2009
`
`Gilead Sciences, Inc. Corporate Bonus Plan
`
`Gilead Sciences, Inc. Code Section 162(m) Bonus Plan
`2011 Base Salaries for the Named Executive Officers
`
`Offer Letter dated April 16, 2008 between Registrant and Robin Washington
`
`Form of Indemnity Agreement entered into between Registrant and its directors and executive officers
`
`lorm of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain
`ofits officers and key employees
`
`Formof Emplovee Proprietary Information and Invention Agreement entered into between Registrant and certain
`ofits officers and key employees (revised in September 2006)
`
`Amended and Restated Collaboration Agreement by and among Registrant, Gilead Holdings, LLC, Bristol-Myers
`Squibb Company, E.R. Squibb & Sons, L.L.C., and Bristol-Myers Squibb & Gilead Sciences, LLC, dated
`September 28, 2006
`
`Commercialization Agreement by and between Gilead Sciences Limited and Bristol-Myers Squibb Company, dated
`December 10, 2007
`
`Amendment Agreement, dated October 25, 1993, between Registrant, the Institute of Organic Chemistry and
`
`
`Biochemistry (OCB) and Rega Stichting v.z.w. (REGA), together with the following exhibits: the License
`Agreement, dated December 15, 1991, between Registrant, [OCB and REGA (the 1991 License Agreement), the
`License Agreement, dated October 15, 1992, between Registrant, IOCB and REGA (the October 1992 License
`Agreement) and the License Agreement, dated December 1, 1992, between Registrant, IOCB and REGA(the
`December 1992 License Agreement)
`
`Amendment Agreement between Registrant and IOCB/REGA,dated December 27, 2000 amending the 1991
`License Agreement and the December 1992 License Agreement
`
`Sixth Amendment Agreementto the License Agreement, between IOCB/REGAand Registrant, dated August 18,
`2006 amending the October 1992 License Agreement and the December 1992 License Agreement
`
`
`
`Development and License Agrecment among Registrant and F. Hoffmann-La Roche Ltd and Hoffmann-La Roche
`Inc., dated September 27, 1996
`
`First Amendment and Supplement dated November 15, 2005 to the Development and Licensing Agreement
`between Registrant, F. Hoffmann-La Roche Ltd and Hoffman-La RocheInc. dated September 27, 1996
`
`Exclusive License Agreement between Registrant (as successor to Triangle Pharmaceuticals, Inc.), Glaxo Group
`Limited, The Wellcome Foundation Limited, Glaxo Wellcome Inc. and Emory University, dated May 6, 1999
`
`$1
`
`REG_NDNY00000085
`Regeneron Exhibit 1227.082
`Regeneron Exhibit 1227.082
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`Table of Contents
`
`Exhibit
`Footnote
`
`*(28)
`
`*(28)
`
`*(28)
`
`*(29)
`
`*(22)
`
`*(19)
`
`*(19)
`
`*(30)
`
`*31)
`
`*(16)
`
`*(16)
`
`*(22)
`
`+32)
`
` +33)
`
`+(20)
`
`
`
` 7]
`
`7 5
`
`8
`
`59
`
`.60
`
`6]
`
`62
`
`.63
`
`.64
`
`65
`
`.66
`
`67
`
`68
`
`69
`
`70
`
`Exhibit
`Number
`
`10.72
`
`10.73
`
`10.74
`
`10.75
`
`10.76
`
` rswo awa
`
`

`

`
`
` 94
`
`78
`
`79
`
`80
`
`81
`
`82
`
`.83
`
`.84
`
`85
`
`.86
`
`87
`
`88
`
`89
`
`90
`
`9]
`
`(02.
`
`Exhibit
`Footnote
`
`H37)
`
`
`
`
`(40)
`
`HAl)
`
`(42)
`
`(43)
`
` H12)
`
`+2)
`
`(29)
`
`Table of Contents
`
`Exhibit
`Number
`77
`
`Description of Document
`Royalty Sale Agreement by and among Registrant, Emory University and Investors Trust & Custodial Services
`(Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 18, 2005
`
`Amended and Restated License Agreement between Registrant, Emory University and Investors Trust & Custodial
`Services (Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 21, 2005S.
`
`License Agreement between Japan Tobacco Inc. and Registrant, dated March 22, 2005
`
`License Agreement between Registrant (as successor to Myogen, Inc.) and Abbott Deutschland [lolding GmbI1
`dated October 8, 2001
`
`License Agreement between Registrant (as successor to CV Therapeutics, Inc.) and Syntex (U.S.A.) Inc., dated
`March 27, 1996
`
`First Amendment to I.icense Agreement between Registrant (as successor to CV Therapeutics, Inc.) and Syntex
`(U.S.A.) Inc., dated July 3, 1997
`
`Amendment No. 2 to License Agreement between Registrant (as successor to CV Therapeutics, Inc.) and Syntex
`(U.S.A.) Inc., dated November 30. 1999
`
`Amendment No. 4 to Collaboration and License Agreement with Registrant (as successor to CV Therapeutics, Inc.)
`and Roche Palo Alto LLC (successor in interest by merger to Syntex (U.S.A.) Inc.), dated June 20, 2006
`
`License and Collaboration Agreement by and among Registrant, Gilead Sciences Limited and Tibotec
`Pharmaceuticals, dated July 16, 2009
`
`Master Clinical and Commercial Supply Agreement between Gilead World Markets, Limited, Registrant and
`Patheon Inc., dated January 1, 2003
`
`‘lenofovir Disoproxil Fumarate Manufacturing Supply Agreement by and between Gilead Sciences Limited and
`PharmaChem Technologies (Grand Bahama), Ltd., dated July 17, 2003
`
`
`
`
`
`Addendum to Tenofovir Disoproxil Fumarate Manufacturing Supply Agreement by and between Gilead Sciences
`Limited and PharmaChem ‘lechnologies (Grand Bahama) Ltd., dated May 10, 2007
`
`Addendum to Tenofovir Disoproxil Fumarate Manufacturing Supply Agreement by and between Gilead Sciences
`Limited and PharmaChem Technologies (Grand Bahama) Ltd., dated December 5, 2008
`
`‘Tenofovir Disoproxil Fumarate Manufacturing Supply Agreement by and between Gilead Sciences Limited and
`AmpacFine Chemicals I.].C, dated November 3, 2010
`
`Restated and Amended Toll Manufacturing Agreement between Gilead Sciences Limited, Registrant and Nycomed
`GmbH (formerly ALTANA Pharma Oranienburg GmbH), dated November 7, 2005
`
`Emtricitabine Manufacturing Supply Agreement between Gilead Sciences Limited and Degussa AG, dated June6,
`2006
`
`AmendmentNo. 1 to Emtricitabine Manufacturing Supply Agreement between Gilead Sciences Limited and
`Evonik Degussa GmbH (formerly known as Degussa AG), dated April 30, 2010
`
`Purchase and Sale Agreement and EscrowInstructions between Electronics for Imaging, Inc. and Registrant, dated
`October 23, 2008
`
`
`
`
`
`82
`
`REG_NDNY00000086
`Regeneron Exhibit 1227.083
`Regeneron Exhibit 1227.083
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`

`

`Table of Contents
`
`Exhibit
`Footnote
`
`Exhibit
`Number
`21.1
`
`23.1
`
`24.1
`
`31.1
`
`Description of Document
`Subsidiaries of Registrant
`
`Consent of Independent Registered Public Accounting Firm
`
`PowerofAttorney, reference is madeto the signature page
`
`Certification of Chief ['xecutive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)ofthe Securities
`Exchange Act of 1934, as amended
`
`31.2
`
`Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities
`Exchange Act of 1934, as amended
`
`32.1**—Certifications of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-
`14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350)
`
`101***—The following materials from Registrant’s Annual Report on Form 10-K for the year ended December31, 2010,
`
`formatted in Extensible Business Reporting Language (XBRL) includes: (1) Consolidated Balance Sheets at
`December31, 2010 and 2009, (11) Consolidated Statements of Incomeforthe years ended Decemher31, 2010,
`2009 and 2008, (111) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2010,
`2009 and 2008, (iv) Consolidated Statements of Cash Flows for years ended December 31, 2010, 2009 and 2008
`and (v) Notes to Consolidated Financial Statements.
`
`
`
`
`
`
`
`
`
`
`
`
` n by reference.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`1)
`2)
`
`10)
`11)
`12)
`
`13)
`
`14)
`
`15)
`
`
`
`Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on March 12, 2009, and incorporated herein by reference.
`Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by
`reference.
`
`Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 9, 2008, and incorporated herein by reference.
`3)
`Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on November 22, 1994, and incorporated herein by reference.
`4)
`Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 11, 2006, and incorporated herein byreference.
`5)
`Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on October 28, 2008, and incorporated herein by reference.
`6)
`7)—Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on October 22, 1999, and incorporated herein by reference.
`8)
`Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on October 31, 2003, and incorporated herein by reference.
`9)
`Filed as an exhibit to Registrant’s Registration Statement on Form S-8 (No. 333-135412) filed on June 28, 2006, and incorporated
`herein by reference.
`Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on April 25, 2006, and incorporated herein byreference.
`Filed as an exhibit
`to Registrant’s Current Report on Form 8-K filed on August 2, 2010, and incorporated herein by reference.
`Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by
`reference.
`
`Filed as an exhibit to Registrant’s Current Report on Form 8-K also filed on December 19, 2007, and incorporated herein by
`reference.
`
`Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, and incorporated
`herein by reference.
`Filed as an exhibit to Registrant’s Registration Statement on Form 8-8 (No. 333-102912)filed on January 31, 2003, and
`incorporated herei
`
`83
`
`REG_NDNY00000087
`Regeneron Exhibit 1227.084
`Regeneron Exhibit 1227.084
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`

`

`
`
`16)
`
`17)
`
`18)
`19)
`20)
`
`21)
`
`22)
`
`23)
`
`25)
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`41)
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`Table of Contents
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`Filed as an exhibit to Registrant’s Registration Statement on Form S-1 (No. 33-55680), as amended, and meorporated herein by
`reference.
`
`Filed as an exhibit to Registrant’s Annual Report on Form 10-K/A forthe fiscal year ended December31, 1998, and incorporated
`herein by reference.
`Filed as an exhibit to Registrant’s Current Report on Form8-K filed on May 11, 2009, and incorporated herein byreference.
`Filed as an exhibit to Registrant’s Current Report on Form 8-K/A filed on February 22, 2006, and incorporated herein by reference.
`Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and incorporated
`herein by reference.
`Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by
`reference.
`
`
`
`Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated
`herein by reference.
`Filed as an exhibit
`to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated
`herein by reference.
`24) Tiled as an exhibit
`to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by
`reference.
`
` J*iled as an exhibit to Registrant’s Current Report on l‘orm 8-Kfirst filed on December 19, 2007, and incorporated herein by
`reference.
`
`Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and incorporated herein by
`reference.
`
`
`
`
`
`
`
`
`
`
`
`
`kiled as an exhibit to Registrant’s Registration Statement on Form $-8 (No. 333-16387]) filed on December 21, 2009, and
`incorporated herein by reference.
`Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December31, 2001, and incorporated
`herein by reference.
`Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December31, 2008, and incorporated
`herein by reference.
`Information is included in Registrant’s Current Report on Form 8-K filed on January 25, 2011, and mcorporated herein by
`reference.
`
`Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and incorporated herein by
`reference.
`
`Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and incorporated
`herein by reference.
`Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 1994, and incorporated herein
`by reference.
`Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and incorporated
`1erein by reference.
`Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and incorporated
`herein by reference.
`Filed as an exhibit to Triangle Pharmaceuticals, Inc.’s Quarterly Report on Form 10-Q/A filed on November3, 1999, and
`incorporated herein by reference.
`Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated
`herein by reference.
`Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and incorporated herein by
`reference.
`
`Filed as an exhibit to Myogen,Inc.’s Registration Statement on Form S-1 (No. 333-108301), as amended, originally filed on
`August 28, 2003, and incorporated herein by reference.
`Filed as an exhibit to CV Therapeutics, Inc.’s Registration Statement on Form S$-3 (No. 333-59318), as amended,originallyfiled on
`April 20, 2001, and incorporated herein by reference.
`Filed as an exhibit to CV Therapeutics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and incorporated
`herein by reference.
`
`84
`
`REG_NDNY00000088
`Regeneron Exhibit 1227.085
`Regeneron Exhibit 1227.085
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`

`

`Table of Contents
`
`(42)
`
`(43)
`
`(44)
`
`
`
`Filed as an exhibit to Registrant’s Quarterly Report on Form10-Q for the quarter ended September 30, 2009, and incorporated
`herein by reference.
`Filed as an exhibit to Registrant’s Annual Report on Form 10-K forthe fiscal year ended December31, 2003, and incorporated
`herein by reference.
`Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on August 7, 2007, and incorporated herein by reference.
`
` +
`
`#
`
`ee
`
`+
`
`The Agreement and Plan of Merger (the Merger Agreement) contains representations and warranties of Registrant, Cougar Merger
`Sub, Inc. and CGI Pharmaceuticals, Inc. made solely to each other as of specific dates. Those representations and warranties were
`made solely for purposes of the Merger Agreement and may be subject to important qualtfications and limitations agreed to by
`Registrant, Cougar Merger Sub, Inc. and CGI Pharmaceuticals, Inc. Moreover, some of those representations and warranties may
`not be accurate or complete as of any specified date, may be subject to a standard of materiality provided for in the Merger
`Agreement and have been used for the purposeofallocating risk among Registrant, Cougar Merger Sub, Inc. and CGI
`Pharmaceuticals, Inc. rather than establishing matters as facts.
`The Agreement and Plan of Merger (the Merger Agreement) contains representations and warranties of Registrant, Arroyo Merger
`Sub, Inc. and Arresto Biosciences, Inc. made solely to each other as ofspecific dates. Those representations and warranties were
`made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by
`Registrant, Arroyo Merger Sub, Inc. and Arresto Biosciences, Inc. Moreover, some ofthose representations and warranties may not
`be accurate or complete as of any specified date, may be subject to a standard of materiality provided for in the Merger Agreement
`and have been used for the purposeofallocating risk among Registrant, Arroyo Merger Sub, Inc. and Arresto Biosciences,Inc.
`rather than establishing matters as facts.
`Management contract or compensatory plan or arrangement.
`This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission
`and is not to be incorporated by reference into any filing of Registrant under the Sccuritics Act of 1933, as amended, or the
`
`Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general
`incorporation language contained 1m suchfiling.
`
`*** XBRL information 1s fumished and notfiled or a part of a registration statement or prospectus for purposes of sections 11 or 12 of
`he Securities Exchange Act of 1933, as amended, is deemed notfiled for purposes of section 18 of the Securities Exchange Act of
`1934, as amended, and otherwise is not subject to liability under these sections.
`Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk (the Mark). This
`Exhibit has beenfiled separately with the Secretary of the SEC without the Mark pursuant to Registrant’s Application Requesting
`Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
`
`
`
`
`
`85
`
`REG_NDNY00000089
`Regeneron Exhibit 1227.086
`Regeneron Exhibit 1227.086
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`

`

`Table of Contents
`
`GILEAD SCIENCES,INC.
`CONSOLIDATED FINANCIAL STATEMENTS
`
`Years ended December 31, 2010, 2009, and 2008
`CONTENTS
`
`Report of Independent Registered Public AccountingFirm
`
`Audited Consolidated Financial Statements:
`
`Consolidated Balance Sheets
`
`Consolidated Statements of Income
`
`Consolidated Statements of Stockholders’ Equity,
`
`Consolidated Statements of Cash Flows
`
`Notes to Consolidated Financial Statements
`
`86
`
`87
`
`38
`
`89
`
`90
`
`91
`
`92
`
`REG_NDNY00000090
`Regeneron Exhibit 1227.087
`Regeneron Exhibit 1227.087
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`

`

`Table of Contents
`
`REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
`
`The Board of Directors and Stockholders of Gilead Sciences,Inc.
`
`We have audited the accompanying consolidated balance sheets of Gilead Sciences, Inc. as of December 31, 2010 and 2009, and the
`related consolidated statements of income, stockholders’ equity, and cash flows for each ofthe three years in the period ended
`December 31, 2010. Our audits also included the financial statement schedule listed 1n the Index at Item 15(a). These fmancial statements
`and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
`statements and schedule based on our audits.
`
`We conducted our audits in accordance withthe standards of the Public Company Accounting Oversight Board (United States).
`Those standards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statementsare free
`of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
`statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
`evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
`
`In our opinion, the financial statements referred to above presentfairly, in all material respects, the consolidated financial position of
`Gilead Sciences, Inc. at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flowsfor each ofthe
`three years in the period ended December31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our
`opinion, the related financial statement schedule, when consideredin relation to the basic financial statements taken as a whole, presents
`fairly in all material respects the information set forth therein.
`
`Asdiscussed in Note 5 to the consolidated financial statements, the Company changed ils method of accounting for business
`combinations effective January 1, 2009.
`
`Wealso have audited, in accordance with the standards ofthe Public Company Accounting Oversight Board (United States), Gilead
`Sciences, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—
`Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
`February 28, 201] expressed an unqualified opinion thereon.
`
`‘sf ERNST & YOUNG LLP
`
`Palo Alto, California
`February 28, 2011
`
`87
`
`REG_NDNY00000091
`Regeneron Exhibit 1227.088
`Regeneron Exhibit 1227.088
`Regeneron v. Novartis
`Regeneronv. Novartis
`IPR2021-00816
`IPR2021-00816
`
`

`

`Table of Contents
`
`GILEAD SCIENCES,INC.
`Consolidated Balance Sheets
`
`(in thousands, except per share amounts)
`
`Assets
`Currentassets:
`
`Cash and cash equivalents
`Short-term marketable securities
`
`Accounts receivable, net of allowances of $150,942 at December 31, 2010 and $132,810 at
`December 31, 2009
`Inventories
`Deferred tax assets
`
`Prepaid taxes
`Prepaid expenses
`Other current assets
`Total current assets
`
`Property, plant and equipment, net
`Noncurrent portionof prepaid royalties
`Noncurrent deferred tax assets
`
`Long-term marketable securities
`Intangible assets
`Other noncurrent assets
`‘Total assets
`
`Liabilities and Stockholders’ Equity
`Currentliabilities:
`
`Accounts payable
`Accrued governmentrebates
`Accrued compensation and employee benefits
`Incometaxes payable
`Other accrued liabilities
`Deferred revenues
`Current portion of convertible senior notes, net and other long-term obligations
`‘Total current liabilities
`
`Long-term deferred revenues
`Convertible seniornotes, net
`Long-term incometaxes payable
`Otherlong-term obligations
`Commitments and contingencies (Note 12)
`Stockholders’ equity:
`Preferred stock, par value $0.001 per share; 5,000 shares authorized; none outstanding
`Commonstock, par value $0.001 pershare; 2,800,000 shares authorized; 801,998 and 899,753
`shares issued and outstanding at December 31, 2010 and 2009, respectively
`Additional paid-incapital
`Accumulated other comprehensive income (loss)
`Retained earnings
`Total Gilead stockholders’ equity
`Noncontrolling interest
`Total stockholders’ equity
`Total liabilities and stockho