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GILEAD SCIENCES, INC. 8-K Report, Material Agreement (Jul 22, 2005)

Filed July 22, 2005For Securities:GILD

Summary

Gilead Sciences, Inc. (GILD) announced a significant financial transaction on July 21, 2005, involving the purchase of all future royalties payable to Emory University on worldwide net sales of products containing emtricitabine. This transaction, valued at $525.0 million, was a joint effort between Gilead and Royalty Pharma, with Gilead contributing $341.25 million (65%) and Royalty Pharma contributing $183.75 million (35%). As part of this agreement, Gilead entered into an Amended and Restated License Agreement with Royalty Pharma and Emory University. This new agreement effectively redirects royalty payments on emtricitabine net sales to Royalty Pharma, proportionate to their investment. Additionally, Gilead made a one-time payment of $15.0 million to Emory University. This restructuring provides Gilead with enhanced strategic flexibility regarding the development of emtricitabine, particularly for the treatment of hepatitis B.

Key Highlights

  • 1Gilead Sciences entered into a Royalty Sale Agreement for $525.0 million to acquire all future royalties on emtricitabine net sales from Emory University.
  • 2The purchase price was split between Gilead Sciences (65% or $341.25 million) and Royalty Pharma (35% or $183.75 million).
  • 3A new Amended and Restated License Agreement was established with Royalty Pharma and Emory University.
  • 4Royalty payments on future emtricitabine net sales will now be made to Royalty Pharma, reflecting their contribution.
  • 5Gilead made a one-time payment of $15.0 million to Emory University as part of the agreement.
  • 6The transaction aims to provide Gilead with greater strategic flexibility in developing emtricitabine for hepatitis B treatment.
  • 7The effective date of the transaction was July 21, 2005.

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