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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

 

IMMUNOMEDICS, INC.

(Name of Subject Company (Issuer))

 

MAUI MERGER SUB, INC.

a wholly owned subsidiary of

GILEAD SCIENCES, INC.

(Names of Filing Persons (Offeror))

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

452907108

(Cusip Number of Class of Securities)

 

Brett A. Pletcher, Esq.

Executive Vice President, Corporate Affairs
and General Counsel
Gilead Sciences, Inc.
333 Lakeside Drive
Foster City, CA 94404
650-574-3000

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

 

With copies to:

Marc O. Williams

Cheryl Chan
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-6145

 

CALCULATION OF FILING FEE

Transaction
Valuation*

Amount
of Filing Fee*

N/A N/A

       

 

* A filing fee is not required in connection with this
filing as it relates solely to preliminary communications made before the commencement of the tender offer.

 

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: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable

 


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:

 

third-party tender offer subject to Rule 14d-1.

 

issuer tender offer subject to Rule 13e-4.

 

going-private transaction subject to Rule 13e-3.

 

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. 

This filing relates solely to preliminary
communications made before the commencement of a tender offer by Maui Merger Sub, Inc., a Delaware corporation (“Purchaser”)
and a wholly owned subsidiary of Gilead Sciences, Inc., a Delaware corporation (“Gilead”), to acquire all of
the outstanding shares of common stock of Immunomedics, Inc., a Delaware corporation (“Immunomedics”), at a
price of $88.00 per share, net to the seller in cash, without interest, pursuant to an Agreement and Plan of Merger, dated September
13, 2020, among Immunomedics, Gilead and Purchaser.

 

Forward-Looking Statements

 

This document contains forward-looking
statements, related to Gilead, Immunomedics and the
acquisition of Immunomedics by Gilead that are subject to risks, uncertainties and other factors. All statements other than statements
of historical fact are statements that could be deemed forward-looking statements, including all statements regarding: the intent,
belief or current expectation of the companies’ and members of their senior management team. Forward-looking statements include,
without limitation, statements regarding the business combination and related matters, prospective performance and opportunities,
post-closing operations and the outlook for the companies’ businesses, including, without limitation, the ability of Gilead
to advance Immunomedics’ product pipeline and successfully commercialize Trodelvy; expectations for achieving full U.S.
Food and Drug Administration approval based on Immunomedics’ confirmatory data for Trodelvy and Immunomedics’ development
of Trodelvy for additional indications; clinical trials (including the anticipated timing of clinical data, the funding therefor,
anticipated patient enrollment, trial outcomes, timing or associated costs); the possibility of unfavorable results from clinical
trials; regulatory applications and related timelines, including the filing and approval timelines for Biologics License Applications
and supplements; filings and approvals relating to the transaction; the expected timing of the completion of the transaction;
the ability to complete the transaction considering the various closing conditions; difficulties or unanticipated expenses
in connection with integrating the companies; and any assumptions underlying any of the foregoing. Investors are cautioned
that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned
not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated
due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations
contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties
as to how many of Immunomedics’ stockholders will tender their stock in the offer; the possibility that competing offers
will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects
of the transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting
the timing or outcome of regulatory approvals or actions, if any; Immunomedics’ ability to meet post-approval compliance
obligations (on topics including but not limited to product quality, product distribution and supply chain requirements, and promotional
and marketing compliance); imposition of significant post-approval regulatory requirements on Immunomedics’ products, including
a requirement for a post-approval confirmatory clinical study, or failure to maintain (if received) or obtain full regulatory approval
for Immunomedics’ products due to a failure to satisfy post-approval regulatory requirements, such as the submission of sufficient
data from a confirmatory clinical study; the impact of competitive products and pricing; other business effects, including
the effects of industry, economic or political conditions outside of the companies’ control; transaction costs;
actual or contingent liabilities; adverse impacts on business, operating results or financial condition in the future due
to pandemics, epidemics or outbreaks, such as COVID-19; and other risks and uncertainties detailed from time to time in the companies’
periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including current reports
on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Immunomedics
and the Schedule TO and related tender offer documents to be filed by Gilead and Purchaser. All forward-looking statements are
based on information currently available to Gilead and Immunomedics, and Gilead and Immunomedics assume no obligation and disclaim
any intent to update any such forward-looking statements.

 

Additional Information and Where to Find It

 

The tender offer described in this document
has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation
of an offer to sell shares of Immunomedics, nor is it a substitute for any tender offer materials that Gilead, Purchaser or Immunomedics
will file with the SEC. A solicitation and an offer to buy shares of Immunomedics will be made only pursuant to an offer to purchase
and related materials that Gilead intends to file with the SEC. At the time the tender offer is commenced, Gilead will file a
Tender Offer Statement on Schedule TO with the SEC, and Immunomedics will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the tender offer. IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of Immunomedics
at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free
at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free
by contacting Gilead or Immunomedics. Free copies of these materials and certain other offering documents will be made available
by Gilead by mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, attention: Investor Relations, by phone
at 1-800-GILEAD-5 or 1-650-574-3000, or by directing requests for such materials to the information agent for the offer, which
will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by Immunomedics will be available free
of charge under the “Investors” section of Immunomedics’ internet website at Immunomedics.com.

 

In addition to the Offer to Purchase,
the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement,
Gilead and Immunomedics file annual, quarterly and current reports, proxy statements and other information with the SEC. Gilead’s
and Immunomedics’ filings with the SEC are also available for free to the public from commercial document-retrieval services
and at the website maintained by the SEC at www.sec.gov.

 

EXHIBIT INDEX

 

Exhibit No. 

Description 

99.1 Investor Presentation, dated September 13, 2020.
99.2 Transcript of Investor Presentation Call on September 13, 2020.
99.3 Frequently Asked Questions sent to Gilead Operating Group on September 14, 2020.
99.4 Frequently Asked Questions provided by Gilead to Immunomedics, Inc. Employees on September 14,
2020.
99.5 Tweet posted by Gilead on September 13, 2020.
99.6 Email sent by Gilead to Immunomedics, Inc.’s Employees on September 13, 2020.

 

 

 

 

 

 

 

 

Exhibit 99.1

 

Gilead to Acquire Immunomedics S e p t e m b e r 13, 2020

The tender offer described in this document has not yet commenced . This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Immunomedics, nor is it a substitute for any tender offer materials that Gilead, Maui Merger Sub, Inc . or Immunomedics will file with the SEC . A solicitation and an offer to buy shares of Immunomedics will be made only pursuant to an offer to purchase and related materials that Gilead intends to file with the SEC . At the time the tender offer is commenced, Gilead will file a Tender Offer Statement on Schedule TO with the SEC, and Immunomedics will file a Solicitation/Recommendation Statement on Schedule 14 D – 9 with the SEC with respect to the tender offer . IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER . The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of Immunomedics at no expense to them . The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www . sec . gov . Additional copies may be obtained for free by contacting Gilead or Immunomedics . Free copies of these materials and certain other offering documents will be made available by Gilead by mail to Gilead Sciences, Inc . , 333 Lakeside Drive, Foster City, CA 94404 , attention : Investor Relations, by phone at 1 – 800 – GILEAD – 5 or 1 – 650 – 574 – 3000 , or by directing requests for such materials to the information agent for the offer, which will be named in the Tender Offer Statement . Copies of the documents filed with the SEC by Immunomedics will be available free of charge under the “Investors” section of Immunomedics’ internet website at Immunomedics . com . In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Immunomedics file annual, quarterly and current reports, proxy statements and other information with the SEC . Gilead’s and Immunomedics’ filings with the SEC are also available for free to the public from commercial document – retrieval services and at the website maintained by the SEC at www . sec . gov . Forward – Looking Statements This communication contains forward – looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 , related to Gilead, Immunomedics and the acquisition of Immunomedics by Gilead that are subject to risks, uncertainties and other factors . All statements other than statements of historical fact are statements that could be deemed forward – looking statements, including all statements regarding the intent, belief or current expectation of the companies’ and members of their senior management team . Forward – looking statements include, without limitation, statements regarding the business combination and related matters, prospective performance and opportunities, post – closing operations and the outlook for the companies’ businesses, including, without limitation, the ability of Gilead to advance Immunomedics’ product pipeline and successfully commercialize Trodelvy; expectations for achieving full U . S . Food and Drug Administration approval based on Immunomedics’ confirmatory data for Trodelvy and Immunomedics’ development of Trodelvy for additional indications; clinical trials (including the anticipated timing of clinical data; the funding therefor, anticipated patient enrollment, trial outcomes, timing or associated costs); the possibility of unfavorable results from clinical trials; regulatory applications and related timelines, including the filing and approval timelines for Biologics License Applications and supplements; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; difficulties or unanticipated expenses in connection with integrating the companies; and any assumptions underlying any of the foregoing . Investors are cautioned that any such forward – looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward – looking statements . Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties . Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward – looking statements include : uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Immunomedics’ stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of the transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; Immunomedics’ ability to meet post – approval compliance obligations (on topics including but not limited to product quality, product distribution and supply chain requirements, and promotional and marketing compliance); imposition of significant post – approval regulatory requirements on Immunomedics’ products, including a requirement for a post – approval confirmatory clinical study, or failure to maintain (if received) or obtain full regulatory approval for Immunomedics’ products due to a failure to satisfy post – approval regulatory requirements, such as the submission of sufficient data from a confirmatory clinical study; the impact of competitive products and pricing; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; adverse impacts on business, operating results or financial condition in the future due to pandemics, epidemics or outbreaks, such as COVID – 19 ; and other risks and uncertainties detailed from time to time in the companies’ periodic reports filed with the U . S . Securities and Exchange Commission (the “SEC”), including current reports on Form 8 – K, quarterly reports on Form 10 – Q and annual reports on Form 10 – K, as well as the Schedule 14 D – 9 to be filed by Immunomedics and the Schedule TO and related tender offer documents to be filed by Gilead and Maui Merger Sub, Inc . , a wholly owned subsidiary of Gilead . All forward – looking statements are based on information currently available to Gilead and Immunomedics, and Gilead and Immunomedics assume no obligation and disclaim any intent to update any such forward – looking statements . 2 Additional I n f o r m atio n and Where to Find It

Gilead is Executing Upon our Corporate Strategy 3 Long – T e r m Ambitions S tr a t eg i c P r i o r i t i e s Bring 10+ Transformative Therapies to Patients by 2030 Be the Biotech Employer and Partner of Choice Deliver Shareholder Value in a Sustainable, Responsible Manner Strengthen Portfolio Strategy and Decision – Making Increase Patient Access and Benefit Continue to Evolve our Culture Expand Internal and External Innovation

Gilead Acquires Immunomedics to Further Transform Oncology Portfolio 4 Gilead to acquire Immunomedics for a total purchase price of ~$21 billion Adds Trodelvy TM , a first – in – class antib for 3L+ metastatic triple – negative br ody drug conjugate (ADC) approved east cancer (mTNBC) 1 Significant efficacy benefit vs. chemotherapy driving early adoption with potential to become standard of care in advanced TNBC Ongoing registrational studies in H clinical activity demonstrated across m R+/HER2 – mBC and urothelial cancer; ultiple other solid tumor types Five data presentations at ESMO 2020 this coming week, including phase 3 ASCENT and phase 2 TROPHY U – 01 studies 1 TRODELVY (sacituzumab govitecan – hziy) is indicated for the treatment of adult patients with metastatic triple – negative breast cancer (mTNBC) who have received at least 2 prior therapies for metastatic disease; this indication was approved under accelerated approval based on tumor response rate and duration of response; continued approval for this indication may be contingent upon verification and description of clinical benefit in confirmatory trials. Fully integrated oncology company with 430 full – time employees Trodelvy is a foundational, first – in – class commercial product with potential to be best – in – class and drive significant revenue growth Impressive talent and expertise of Immunomedics’ employees augment our existing capabilities in oncology

Strong Strategic Fit 5 x Approved transformational medicine with potential to provide benefit across a broad range of solid tumors x Accelerates entry into solid tumors with immediate presence in breast cancer x Emerging data supports expansion into multiple solid tumors , including 3L+ HR+/HER2 – metastatic breast cancer and 3L+ urothelial cancer x Complements pipeline with opportunities to explore combinations with internal and external immuno – oncology (IO) and other agents x Provides foundation to advance solid tumor portfolio x Diversifies marketed portfolio beyond antivirals and has potential to deliver significant revenue growth +

Select pre – clinical Phase 1 Phase 2 Phase 3 Marketed Hematology Solid Tumors Magrolimab NHL KITE – 222 CLL – 1 AML Brexu – cel CLL Brexu – cel Pediatric ALL 1 Axi – cel 1L DLBCL M ag r o li m ab AML Axi – cel ( + l en z il u m ab ) 3L DLBCL Brexu – cel Adult ALL 1 A x i – c e l iNHL 1 SG 3L mTNBC (ASCENT) SG 3L+ HR+/ H E R 2 – m BC SG Basket study (incl. NSCLC) SG 3L+ UC SG (+ CPI) mBC, mUC, mNSCLC Arcus AB154 TIGIT NSCLC 2 Z i m be r e li m a b PD – 1 NSCLC 3 Arcus AB928 Adenosine mCRC 2 JT X – 1811 CCR8 Solid tumors GS – 3583 FLT3R agonist Oncology Magrolimab Solid tumors GS – 9716 MCL1 inhib. Oncology Sacituzumab govitecan (SG) mTNBC, mUC, Ovarian (+ PARPi) A G E N 2373 CD137 Solid tumors 2 AGEN1223 Bi – specific Solid tumors 2 GS – 1423 CD73/TGFβ Solid tumors Ar c us CD 7 3 Solid tumors 2 GS – 422 4 PD – L1 NSCLC Tizona TTX – 080 HLA – G Solid tumors 2,4 Pionyr PY314 TREM2 Solid Tumors 2,4 KITE – 718 MAGE – A3/A6 Solid tumor KITE – 439 HPV – 16 E7 Solid tumor Magrolimab MDS, NHL, AML KITE – 363 Dual targeting r/r DLBCL GS – 0189 An t i – S IR P ɑ Oncology Axi – cel 3L ( + u t o m il u m ab ) DLBCL KITE – 037 Allo – HD CD19 r/r DLBCL Axi – cel ( + m a v rili m u m ab) 3L DLBCL Axi – cel ( + ri t u x i m ab) 3L DLBCL Axi – cel 2L DLBCL 1 Pivotal P2 study. 2 Optionable Partner Program 3 In – licensed from Arcus. 4 Tizona and Pionyr have not had FPI for their phase 1. Brexu – cel – brexucabtagene autoleucel, formerly KTE – X19. ALL – Acute lymphocytic leukemia. CLL – Chronic lymphocytic leukemia. DLBCL – Diffuse large B – cell lymphoma. iNHL – Indolent non – Hodgkin lymphoma. MCL – Mantle cell lymphoma. r/r – relapsed refractory. CPI – Checkpoint inhibitors. Selected pre – clinical assets displayed. Expanding Gilead and Kite Oncology Pipeline with Immunomedics 6 Internal sourced Externally sourced within last 2 years Gained from Immunomedics KEY Cell Therapy Pionyr PY159 TREM1 Solid Tumors 2,4

Select Internal Assets: PD – L1 small molecule (GS – 4224) MCL1 inhibitor (GS – 9716) FLT3R agonist (GS – 3583) MAGE A3/A6 (KTE – 718) CLL – 1 (KTE – 222) HPV – 16 E7 (KTE – 439) Accelerating Buildout of Gilead and Kite Oncology Portfolio and Expertise 7 Magrolimab (CD – 47) Zimberelimab (PD – 1) Domvanalimab (TIGIT) Etrumadenant (A2a/A2bR) + others PY314 (TREM2) PY159 (TREM1) 2 TTX – 080 (HLA – G) IO Discovery Collaboration AGEN2373 (CD137) GS – 1423 (CD73/TGFβ) F i r s t – i n – c l as s conjugate for JTX – 1811 (CCR8) antibody drug triple negative IO Discovery Collaboration BCMA Antibodies for Cell Therapy b r eas t Novel AML Targets for Cell Therapy cancer 1 Discovery Collaboration for Cell Therapy Protein Degradation Discovery Collaboration 1 TRODELVY (sacituzumab govitecan – hziy) is indicated for the treatment of adult patients with metastatic triple – negative breast cancer (mTNBC) who have received at least 2 prior therapies for metastatic disease; This indication is approved under accelerated approval based on tumor response rate and duration of response; Continued approval for this indication may be contingent upon verification and description of clinical benefit in confirmatory trials. 2 Agreement regarding this transaction announced, but not yet closed. Closing of this transaction is subject to antitrust clearance and other conditions. Building internal pipeline with 13 tailored transactions to access external innovation in last 2 years

Trodelvy Overview 8 • Trodelvy (sacituzumab govitecan) is the first ADC approved for r/r metastatic triple negative breast cancer – Highly specific antibody targets Trop – 2, an epithelial antigen over – expressed across a range of solid tumors – Validated SN – 38 payload kills cancers by damaging DNA – Hydrolysable linker facilitates intra – and extra – cellular (bystander effect) killing of tumor cells • Trodelvy has demonstrated activity across a range of solid tumors , including HR+/HER2 – metastatic breast and urothelial cancers • Broad development program offers potential expansion opportunities Humanized anti – Trop – 2 antibody • Targets Trop – 2, an epithelial antigen expressed on a range of solid tumors SN – 38 payload • SN – 38 is the active metabolite of irinotecan Linker for SN – 38 • Hydrolysable linker for payload release

Trodelvy Approved for 3L+ Metastatic Triple – Negative Breast Cancer 9 • FDA granted accelerated approval in 3L+ mTNBC in April 2020 based on 33% ORR observed in Phase 1/2 IMMU – 132 – 01 study 3 • Confirmatory phase 3 ASCENT study stopped early due to compelling efficacy ; met primary and key secondary endpoints including OS and ORR • Safety profile observed in ASCENT study consistent with FDA – approved label • Full ASCENT dataset will be presented this coming week at ESMO • sBLA submission for full approval expected in Q4 2020 PFS (months) Erib, Cap, Gem or Vin in 3L Trodelvy in 3L 1 . 7 2 5 . 6 2 Source: Company filings, equity research and Immunomedics investor presentation. 1 Study enrolled a total of 529 patients; Per protocol, PFS analysis excludes patients with positive brain metastases. 2 July 2020 Immunomedics press release. 3 TRODELVY™ (sacituzumab govitecan – hziy) is indicated for the treatment of adult patients with metastatic triple – negative breast cancer (mTNBC) who have received at least 2 prior therapies for metastatic disease. This indication is approved under accelerated approval based on tumor response rate and duration of response. Continued approval for this indication may be contingent upon verification and description of clinical benefit in confirmatory trials. 3L Triple Negative Breast Cancer Ph. 3 (ASCENT, N=529 1 )

Promising Clinical Data In Other Tumors 10 HR+/HER2 – Metastatic Breast Cancer Metastatic Urothelial Cancer Ph. 1/2 (IMMU132 – 01) Ph. 1/2 (IMMU132 – 01); Ph. 2 (TROPHY U – 01) Source: Company filings, equity research and Immunomedics investor presentation. 1 Kazmi S, ESMO 2019 Abstract 366P. 2 Eribulin, capecitabine, or vinorelbine in 2L/3L; Jones S, JCO 1995; Kaufman PA, JCO 2015; Kazmi S, ESMO 2019 Abstract 366P 3 Kalinsky K, SABCS 2018. 4 Tagawa S, JCO 2019. 5 May 2020 Immunomedics press release; interim data includes ORR from cohorts 1 & 2 and PFS from cohort 2; full topline data from cohort 1 expected at ESMO 2020. 6 Vinflunine or docetaxel in 2L; Bellmunt J, JCO 2009; Petrylak D, JCO 2016; Petrylak D, Lancet 2017 Achieved Strong ORR and PFS in 3 rd line+ HR+/HER2 – metastatic breast cancer and metastatic urothelial cancer Sacituzumab govitecan (SG) in 3L+ Historical SOC data 2 ORR of 11 – 13% N=54 Historical SOC data 2 PFS of 2.5 – 3.1 N=54 6 . 8 3 IMMU – 132 – 01 SG data, cisplatin ineligible patients in 3L+ mUC TROPHY U – 01 SG data, cisplatin ineligible patients in 3L+ mUC Historical SOC data 6 ORR of 9 – 14% 7 . 3 4 29 % 5 5 . 5 5 N=45 N=35 Historical SOC data 6 PFS of 2.8 – 3.0 ORR (%) PFS (months) 31% 4 ORR (%) PFS (months) 31% 1 N=45 N=21

Multiple Opportunities to Improve Patient Outcomes with Trodelvy 11 Potential Expansion Indications HR+/HER2 – BC Urothelial cancer NSCLC SCLC Gastric cancer Esophageal cancer Head & neck cancer CRPC Endometrial cancer Potential Combinations Checkpoint inhibitors PARP inhibitors Other IO agents Earlier Lines of Therapy Approved for 3L+ mTNBC HR+/HER2 – mBC = Hormone Receptor positive, human epidermal growth factor receptor 2 negative metastatic breast cancer. Urothelial cancer. NSCLC = Non Small Cell Lung Cancer. SCLC = Small Cell Lung Cancer. CRPC = Castrate Resistant Prostate Cancer.

Breadth of Trodelvy Studies Provides Opportunity for Expansion 12 Trial Indication Phase 1 Phase 2 Phase 3 Approved IMMU – 132 – 01 mTNBC (3L+) ASCENT mTNBC (3L) S tudy stopped early due to compelling efficacy TROPiCS – 02 HR+/HER2 – mBC (3L+) TROPHY U – 01 Urothelial (3L+) P o t e n tially registrational TROPiCS – 03 Basket (mNSCLC / H&N / mSCLC / endometrial / HCC) MORPHEUS mTNBC (1L) / mUC / mNSCLC (+Tecentriq) SEASTAR mTNBC / mUC / Ovarian (2L+) (+ Rubraca) Source: Company Investor Presentation May 2020 and equity research. Information regarding partnerships is subject to confirmation in legal diligence. 1 Clinical pipeline shown does not include investigator sponsored trials (ISTs). These ISTs include collaborations 1) with German Breast Group to evaluate Trodelvy in HER2 – breast cancer in the post – neoadjuvant setting, 2) with Dana Farber Cancer Institute and Merck to evaluate Trodelvy + Keytruda in advanced breast cancers, 3) with Massachusetts General Hospital to evaluate Trodelvy in TNBC in the neoadjuvant setting and Trodelvy + Talzenna in 2L mTNBC, and 4) has further collaborations with Yale, U of Wisconsin and UT Health at San Antonio to evaluate Trodelvy in other solid tumor types. 2 Partnered with Everest for oncology in Greater China, South Korea and part of Southeast Asia in exchange for 1) $65m upfront; 2) $60m milestone on U.S. FDA Approval in mTNBC; 3) R&D and commercial milestones of up to $710m; and 4) tiered mid – teens royalties.

Key Near – Term Trodelvy Milestones ESMO 2020: Full Phase 3 ASCENT data in 3L metastatic triple – negative breast cancer (to be presented 9/19) ESMO 2020: Top – line pivotal Phase 2 TROPHY – U01 Cohort 1 data in 3L metastatic urothelial cancer (to be presented 9/19) sBLA submission for full approval in metastatic triple – negative breast cancer EU submission in metastatic 3L triple – negative breast cancer Interim data from Phase 3 TROPICS – 02 data in 3L HR+/HER2 – metastatic breast cancer Potential sBLA submission in 3L urothelial cancer 13 Plan to initiate additional registrational studies in 2021 and beyond to maximize patient benefit Q3 2020 Q4 2020 H1 2021 ESMO 19 – 21 st Sep 2020

Transaction Details 14 Transaction provides immediate revenue diversification and significantly improves growth prospects • Gilead to acquire Immunome – Tender offer is not subject to a – Expect to fund acquisition with – Does not alter stated capital al dics for $88.00 per share in cash for a total purchase price of ~$21 billion financing condition ~$15 billion of existing cash and ~$6 billion in newly issued debt location strategy or commitment to maintain and grow dividend neutral or accretive to non – GAAP earnings in 2023 and significantly accretive • Transaction anticipated to be thereafter • Close expected in Q4 2020 , subject to regulatory approval and other customary closing conditions

Trodelvy Supports Strategy to Drive Additional Growth and Complements YTD Progress 15 Strategy to Drive Additional Growth x Trodelvy foundational asset for solid tumors x 15 tailored transactions YTD x Accelerating efforts to build IO portfolio and expertise x Optimizing portfolio through strategic evaluation Durable Core Business x Biktarvy #1 across markets x Descovy for PrEP launch success x HCV market share maintained x Growth in China continues Existing Pipeline Opportunities x Remdesivir for COVID – 19 x Tecartus approved for r/r MCL x Filgotinib positive European CHMP opinion for RA x Lenacapavir for long – acting HIV x Magrolimab for MDS and AML + + Well positioned to maximize near – term opportunities and achieve long – term success

THANK YOU CONTACT US investor_relations@gilead.com investors.gilead.com

 

Exhibit
99.2

 

 

 

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12 GILEAD
TO ACQUIRE IMMUNOMEDICS

 

 

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1 MALE
SPEAKER: Ladies and gentlemen, thank

 

2 you
for standing by and welcome to the Gilead Sciences

 

3 conference
call. At this time all participants are on

 

4 the
listen only mode. After the speaker presentation

 

5 there
will be a question-and-answer session. To ask a

 

6 question
during the session, you would need to press

 

7 star
1 on your telephone. Please be advised that

 

8 today’s
conference is being recorded. If you require

 

9 any
further assistance, please press star 0. I would

 

10 now
like to hand the conference over to your speaker

 

11 today
to Douglas Maffei, Senior Director Investor

 

12 Relations. Thank
you, please go ahead.

 

13 MR.
MAFFEI: Thank you Dalim (phonetic).

 

14 We
appreciate everyone joining us on short notice for

 

15 today’s
call to discuss the exciting acquisition of

 

16 Immunomedics
announced earlier today. The speakers on

 

17 today’s
call will be Daniel O’Day, Chairman and Chief

 

18 Executive
Officer; Merdad Parsey, Chief Medical Officer;

 

19 Johanna
Mercier, Chief Commercial Officer, and Andrew

 

20 Dickinson,
Chief Financial Officer.

 

21 Before
we begin, let me remind you that we

 

22 will
be making forward-looking statements that are

 

23 subject
to risks, uncertainties and other factors that

 

24 could
cause actual results to differ materially from

 

25 those
referred to in any forward-looking statements.

 

 

 

 

1 These
risks and uncertainties are contained within our

 

Page
3

 

 

2 joint
press release, presentation and latest SEC filings

 

3 of
each company. I will now turn the call over to Dan.

 

4 MR.
O’DAY: Thank you, Doug, very much and

 

5 good
afternoon everyone. Really, thank you for joining

 

6 the
call, especially on a Sunday. We are — I speak on

 

7 behalf
of the entire leadership team, we are very

 

8 excited
to share this news with you today. It really is

 

9 a
transformational acquisition that gives us tremendous

 

10 potential
to help patients with cancer and generate

 

 

12 So
on today’s call we wanted to articulate

 

13 the
why behind the acquisition for Gilead and provide,

 

14 obviously,
the opportunity for any questions that you

 

15 may
have. So I’ll start out and then I’ll pass the

 

16 baton
over to Merdad to talk about the potential of

 

17 Trodelvy. Johanna
will then offer some insight from a

 

18 commercial
perspective. And then, finally, Andy will

 

19 speak
to the structure and the financial terms of the

 

 

21 So
as all of you know, we set a strategic

 

22 ambition
at the start of this year to deliver more than

 

23 10
transformative medicines and therapies to patients in

 

24 areas
of high unmet medical needs. And as part of those

 

25 efforts
we’ve been building a robust and diverse

 

 

 

Page
4

 

1 oncology
portfolio. In fact, we’d already completed 12

 

2 key
deals in oncology in the last two years including

 

3 the
acquisition of Forty Seven.

 

4 Now,
upon closing our acquisition of

 

5 Immunomedics,
we are fastforwarding our plan to build a

 

6 substantial
oncology business with significant

 

7 potential. I
mean, really, the shape of the portfolio

 

8 changes
really significantly with this acquisition.

 

9 Trodelvy
has tremendous potential and we

 

10 saw
some of that in the standout data for triple-

 

11 negative
breast cancer that led to the accelerated

 

12 approval. This
medicine is highly innovative. It’s an

 

13 antibody
drug conjugate that has shown really

 

14 demonstrable
efficacy in the area of very high unmet

 

 

16 In
particular, the top line results that

 

17 Immunomedics
shared in July from its phase 3-ASCENT

 

18 study
provided significant evidence of clinical benefits

 

19 and
confirmed findings from previous studies around the

 

20 safety
and efficacy of Trodelvy. Trodelvy met the

 

21 primary
endpoint of progression of pre-survival.

 

22 Trodelvy
also met the key secondary endpoints including

 

23 most
notably, overall survival as well as objective

 

24 response
rate. But also highlight that we have reviewed

 

25 significantly
more clinical data on the product over the

 

 

 

 

Page
5

 

1 past
several months that gives us greater confidence in

 

2 the
clinical benefit Trodelvy can provide. Some of that

 

3 data
you’ll be seeing at the upcoming ESMO conference

 

4 this
coming weekend, and I know that Immunomedics looks

 

5 forward
to sharing that with you.

 

6 On
the commercial side, although the launch

 

7 is
still early, the response from physicians and

 

8 patients
has been very encouraging in triple-negative

 

9 breast
cancer. We expect increased uptake among this

 

10 group
of patients who are in dire need of new treatment

 

11 options. While
it is already begun to play an important

 

12 role
in triple-negative breast cancer today, we also

 

13 recognize
the promise that Trodelvy potentially offers

 

14 for
many other groups of patients.

 

15 We’ll
work with Immunomedics to continue to

 

16 explore
its potential in earlier lines of therapy and in

 

17 other
solid tumors, both as a monotherapy and in

 

18 combination. I
mean, it’s really a pipeline in a

 

19 product
when we think about this from an oncology

 

20 perspective. If
we look at Trodelvy in the context of

 

21 our
overall oncology portfolio after closing the

 

22 transaction,
we’ll be adding a transformative

 

23 cornerstone
therapy that gives us an immediate presence

 

24 in
solid tumors. We are gaining the considerable

 

25 talented
expertise that Immunomedics has in this field

 

 

 

Page
6

 

1 and
a first-in-class marketed product. This accelerates

 

2 our
expansion into solid tumors and builds on our

 

3 existing
strengths in hematologic cancers to our

 

4 combined
Kite and Gilead pipeline.

 

5 From
a financial perspective, following the

 

6 closing
of the transaction, Trodelvy will immediately

 

7 contribute
revenue and will significantly enhance our

 

8 growth
prospects in the near term and longer term. We

 

9 expect
the acquisition to create significant value for

 

10 our
shareholders. The transaction reflects the

 

11 potential
value as well as its synergy that it brings to

 

12 our
existing platform and our future pipeline.

 

13 And
finally, let me say that we’re looking

 

14 forward
to welcoming the team from Immunomedics to the

 

15 Gilead
Family. The kind of achievements that they have

 

16 made
with Trodelvy are only possible when you have

 

17 really
talented individuals in place with strong

 

18 expertise
and commitment. We feel very fortunate that

 

19 we’ll
have the opportunity to benefit from their talent

 

20 and
expertise at Gilead as we continue to build a strong

 

21 presence
in oncology and work to make a positive impact

 

22 on
the treatment of cancer.

 

23 Finally,
I want to thank all the talented

 

24 Gilead
and Kite teams for their critical work on

 

25 advancing
our pipeline of medicine in oncology and in

 

 

 

 

1 virology
and inflammation. I’m proud of our momentum,

 

Page
7

 

 

2 proud
to be a part of the team, which I now look forward

 

3 to
building on with today’s acquisition.

 

4 So
with that, let me turn the call over to

 

5 Merdad. Over
to you, Merdad.

 

6 DR.
PARSEY: Thanks Dan. And I want to

 

7 start
by saying that I’m also — it’s been very

 

8 impressive
to see the growing body of data both

 

9 scientifically
and clinically supporting the use of

 

10 Trodelvy. You
know, the phase 3 data from ASCENT really

 

11 reinforced
the premise of Trodelvy’s unique ADC

 

12 technology
and validates the promise of the TROP-2

 

13 targeting
therapy. Clearly, this groundbreaking

 

14 medicine,
and in particular, in an area of high unmet

 

15 need
that represents a new standard of care in this

 

 

17 In
following this closely, it gives us the

 

18 foundation
we need to build a presence and a pipeline in

 

19 solid
tumor cancer. The importance of this agent is

 

20 further
reflected in its targeting of TROP-2 which has

 

21 shown
overexpression in multiple tumor types, including

 

22 non-small
cell lung cancer, urothelial cancer, hormone

 

23 receptor
positive for 2-negative breast cancer and

 

 

25 Let
me specifically pick up on one of the

 

 

 

 

1 themes
that Dan mentioned around unmet need. Despite

 

2 available
therapies, triple-negative breast cancer

 

3 remains
a difficult to treat tumor that

 

4 disproportionately
affects younger women and has poor

 

5 outcome. The
transformative nature of Trodelvy is

 

6 reflected
in the FDA accelerated approval based on the

 

Page
8

 

 

7 phase
1-2 trial. And in that study we saw an impressive

 

8 33
percent overall response rate compared to the

 

9 standard
of care chemotherapy response rate if it were

 

 

11 The
confirmatory randomized phase 3 ASCENT

 

12 study
in TNBC patients, who were patients who had

 

13 received
two or more prior therapies for metastatic

 

14 disease,
further demonstrated the benefit of the drug.

 

15 In
particular, it’s notable that this study was stopped

 

16 early
due to the compelling efficacy seen with the

 

17 progression
pre-survival signal of 5.8 months compared

 

18 with
the control arm of chemotherapy of 1.7 months.

 

19 This
had a P value of less than point 0001.

 

20 Importantly,
Trodelvy was generally well

 

21 tolerated
in this study with the most common adverse

 

22 events
being neutropenia and diarrhea. Additional data,

 

23 including
the overall survival data that we’ve had the

 

24 opportunity
to review during our diligence will be

 

25 available
at ESMO this coming week.

 

 

 

 

Page
9

 

1 The
data for Trodelvy suggests that it’s a

 

2 potentially
transformative therapy in the treatment of

 

3 triple-negative
breast cancer. Importantly, upcoming

 

4 clinical
trials will also explore the potential benefit

 

5 across
a range of expanded tumor types in earlier lines

 

6 of
therapy. With potential breadth of Trodelvy in solid

 

7 tumors
is a really compelling prospect for us in terms

 

8 of
expanding the benefit to other patient groups.

 

9 Importantly,
this includes a pivotal phase 2 study

 

10 called
TROPHY U-01 in patients with metastatic

 

11 urothelial
cancer following prior treatment with

 

12 platinum-based
chemotherapy.

 

13 We
look forward to multiple presentations

 

14 at
the upcoming ESMO Conference, and this will highlight

 

15 some
of this work as well as other work exploring

 

16 special
combinations with PARP inhibitors and checkpoint

 

17 inhibitors. Let
me hand off the call now to Johanna.

 

18 MS.
MERCIER: Thanks, Merdad. So I really

 

19 echo
the excitement around this acquisition as well,

 

20 especially
from a patient need perspective. There’s

 

21 clearly
a very significant unmet need for new treatment

 

22 options
in metastatic triple-negative breast cancer that

 

23 improves
survival for patients. Later line

 

24 triple-negative
breast cancer currently primarily

 

25 treated
with conventional chemotherapy and outcomes are

 

 

 

Page
10

 

1 poor
as Merdad was mentioning. The remarkable top line

 

2 results
from the ASCENT study in third-line patients has

 

3 understandably
generated significant enthusiasm by both

 

4 physicians
and patients. Full results will be shared

 

5 later
this week at ESMO and this enthusiasm should only

 

 

7 Trodelvy’s
strong efficacy profile has led

 

8 to
early adoption in both academic and community

 

9 settings
since its commercial launch in late April with

 

10 20
million net sales in the first two months of launch.

 

11 Its
rapid launch uptake in the challenging environment

 

12 of
a pandemic speaks to the strong science and the

 

13 flawless
execution of the team. The field force has

 

14 been
very focussed in its early efforts on the top 150

 

15 breast
cancer accounts in the U.S. in which penetration

 

16 has
exceeded 80 percent and continues to grow.

 

17 We
really look forward to supporting and

 

18 expanding
the successful launch in triple-negative

 

19 breast
cancer, preparing for an imminent launch in

 

20 Europe
and maximizing Trodelvy’s potential across

 

21 multiple
solid tumor types and establishing a global

 

22 footprint. So
with that, I’ll turn it over to Andy for

 

 

24 MR.
DICKINSON: Thank you, Johanna. I will

 

25 briefly
review the financial terms of the transaction

 

 

 

Page
11

 

1 and
then we will turn to questions. As indicated in our

 

2 joint
press release, Gilead and Immunomedics have

 

3 entered
into an agreement pursuant to which Gilead will

 

4 acquire
Immunomedics for $88 per share for a total

 

5 purchase
price of approximately $21 billion. We expect

 

6 to
commence a tender offer to acquire all of the

 

7 outstanding
shares of Immunomedics’ common stock in the

 

 

9 The
tender offer is not subject to a

 

10 financing
condition, and we expect to fund the

 

11 acquisition
with approximately 15 billion of existing

 

12 cash
and approximately 6 billion in newly-issued debt.

 

13 We
expect to retain an investment-grade credit rating

 

14 following
the transaction. The transaction does not

 

15 alter
our stated capital allocation strategy, including

 

16 our
commitment to further develop our internal and

 

17 external
pipeline, as well as our commitment to maintain

 

18 and
grow our dividend over time.

 

19 Once
completed, we expect that the

 

20 acquisition
will substantially accelerate our revenue

 

21 growth
through the mid-2030s. We also expect that the

 

22 transaction
will be neutral to accretive to our non-GAAP

 

23 EPS
in 2023 and significantly accretive thereafter.

 

24 Finally,
we plan to update our financial

 

25 guidance
after the closing, which we expect to occur in

 

 

 

Page
12

 

1       the
fourth quarter subject to regulatory approvals and

 

2 customary
closing conditions.
We
will now open the call
3 to questions.  
4 MALE
SPEAKER: Thank you, sir. As a

 

5 reminder,
to ask a question you would need to press star

 

6 1
on your telephone. To withdraw your question, please

 

7 press the pound
key.
Please
standby while we compile
8 the
Q
and A roster.  
9     I show our
first question comes from the
10 line
of Geoffrey Porges from SVB Leerink. Please go

 

 

12 DR.
PORGES: Thank you very much and

 

13 congratulations
on the transaction. A couple of

 

14 questions
for you, Andy. Andy, looks as though

 

15 consensus
has full — Trodelvy is heading towards

 

16 $4
billion. What revenue do you think is sort of a

 

17 good,
break-even hurdle for the 21 billion purchase

 

18 price? And
then could you advise us on what sort of

 

19 cost
of capital you think is appropriate for a

 

20 transaction
such as this with an approved product in the

 

21 current
economic climate? Obviously, you have terrific

 

22 access
to the capital markets. And then, lastly,

 

23 Merdad,
could you talk a little bit more about the

 

24 combination
opportunities? For example, the PD-1, are

 

25 you
going to study it within the PD-1 from Arcus, and

 

 

 

 

Page
13

 

1 then
do you have plans to study it in combination with

 

2 the
CDK-46, and then have you had any discussions about

 

3 our
particular candidates? Thanks.

 

4 MR.
DICKINSON: Thanks, Geoff. As for the

 

5 revenue
opportunity, you know, we agree that this is a

 

6 very
substantial opportunity across, not only breast

 

7 cancer,
but other solid tumor indications over time.

 

8 We’re
not providing specific revenue guidance as you

 

9 would
expect, but you know, we see a very significant

 

10 opportunity
in a number of ways when, as you heard from

 

11 Dan
earlier, and we’re happy to talk about in greater

 

 

13 On
the cost of capital, we look at the cost

 

14 of
capital in the same way as other companies of our

 

15 size. We
look — in a transaction of this nature, we

 

16 look
at the transaction across a range of discount

 

17 rates,
we look at our cost of capital, which you know,

 

18 hovers
somewhere around 6 percent or below today. But

 

19 you
know, our hurdle rate is higher than that, Geoff,

 

20 even
though we don’t provide specific guidance.

 

21 We
also look at transactions, as you know,

 

22 based
on the target assets weighted average cost of

 

23 capital. In
looking at it in any way, you know, we get

 

24 to
a place on intrinsic value where we’re very

 

25 comfortable
with this acquisition and believe that it

 

 

 

 

Page
14

 

1 will
deliver substantial value for our shareholders over

 

 

 

4 MR.
DICKINSON: with that, maybe I’ll hand

 

 

6 DR.
PARSEY: Yeah, Geoffrey. Thank you for

 

7 the
question. And you’re right, I think we do believe

 

8 that
there’s a lot of potential here for combination.

 

9 And
I would think about combinations very broadly here.

 

10 Depending
on the tumor type and the stage of therapy, I

 

11 think
it’s important that to note that that would

 

12 probably
entail different sorts of combinations in those

 

 

14 Having
said that, the data for combinations

 

15 with
checkpoint inhibitors as well as for PARP

 

16 inhibitors
are very interesting to us and certainly

 

17 having
ZIM (phonetic) provides us a lot more flexibility

 

18 in
terms of designing studies we can to look at

 

19 combinations
across tumor types. So without a doubt,

 

20 we’ll
be looking at that. Again, a lot of that is going

 

21 to
be driven by the tolerability profile that Trodelvy,

 

22 and
we think that really lends itself to those sorts of

 

23 combinations,
which is something we’re excited about.

 

24 DR.
PORGES: Right. Thanks very much.

 

25 MALE
SPEAKER: Thank you. I show our next

 

 

 

 

1 question
comes from Michael Yi (phonetic), from

 

2 Jeffrey’s. Please
go ahead.

 

Page
15

 

 

3 MR.
YI: Hey, thanks and good afternoon.

 

4 Two
questions. Can you maybe talk about your

 

5 assumptions
or thinking or confidence levels around the

 

6 major
indications that you ascribe in your thinking

 

7 about
the valuation in the 21 billion; breast, bladder,

 

 

9 And
then related to that, you made a

 

10 comment
about having seen additional data that the

 

11 street
hasn’t seen. So could you just talk to that

 

12 particularly
as it relates to that HR positive phase 3

 

13 breast
cancer study and anything in the basket study?

 

 

15 MR.
O’DAY: Yeah, Michael, why don’t I

 

16 start
and then I’ll quickly turn it over to Merdad. But

 

17 I
think, you know, in terms of the assumptions around

 

18 the
major indications, and Merdad can color this a

 

19 little
bit, I think it also gets back to the previous

 

20 question
around, you know, the multiple opportunity to

 

21 have
benefit for patients and also for revenue and

 

22 shareholders. Clearly,
the near term opportunities —

 

23 well,
the opportunity in our hand today is, of course,

 

24 triple-negative
breast cancer and the ability to move up

 

25 in
lines of therapy there, but then closely behind that

 

 

 

 

1 is
both bladder cancer data that you’ll see at ESMO, and

 

2 then
also the hormone receptor positive data that, you

 

3 know,
is underway right now. And then one step maybe

 

4 slightly,
you know, at the next step up from those three

 

5 indications
is lung cancer and then beyond.

 

6 So
I would just say that, you know, in

 

7 terms
of our assumption base, there’s obviously lots of

 

8 assumptions
that you can get into by looking at the

 

9 early
data and try to project that to the later data,

 

10 but
we also know in oncology that particularly sometimes

 

11 those
play out and sometimes those don’t play out. So I

 

12 just
want to make sure that you understand that we —

 

13 we’ve
looked at this in binary scenarios by indication

 

14 as
we looked at intrinsic value as well and, obviously,

 

15 moving
up to earlier lines of therapy.

 

16 I’ll
let Merdad speak a little bit more

 

17 about
— you can fill in on the assumption side if you

 

18 like,
Merdad, or also the additional data.

 

19 DR.
PARSEY: Yeah, Michael. You know, I

 

20 think
Dan pretty much said everything I was going to

 

21 say. I
think our — obviously triple-negative being

 

22 with
the accelerated approval is at the highest part of

 

23 our
confidence level. I think breast cancer more

 

24 broadly
speaking also as we see the data, we’re very

 

25 excited
about and I think we have — could really impact

 

 

 

 

1 some
patient care there. And so those are at our

 

2 highest
list. I think for the urothelial cancer as

 

Page
17

 

 

3 well,
we’ve seen really promising data, and as you get

 

4 farther
down into like non-small cell, there’s less

 

5 data,
of course, and — but we’re impressed by all of it

 

6 across
the board and we think there’s promise there.

 

7 I
can’t speak obviously to the embargo data

 

8 that
will show at ESMO this week, but I think as you see

 

9 those
data and you see the combination data as well, I

 

10 think
you’ll start to see sort of where our excitement

 

11 comes
from in terms of building this, the base for this

 

 

13 MR.
O’DAY: And Michael, not to be

 

14 specific,
but obviously we’ve seen data beyond the data

 

15 that
we’ve presented at ESMO that maybe presented at

 

16 future
conferences as well. And as you can imagine, we

 

17 can’t
tip our hat to that at this stage, but you know,

 

18 we
had a really good thorough look at this. It’s

 

19 important
to note that we started this partnering

 

20 process
almost six months ago and, of course, we’ve

 

21 developed
a really nice relationship with Immunomedics

 

22 over
that period of time. And data has become available

 

23 over
those six months that we’ve been able to be exposed

 

24 to
under diligence and confidentiality. And that’s

 

25 only,
you know, increased our enthusiasm around the

 

 

 

 

Page
18

 

 

2 MR.
YI: Yeah, that’s what I mean, thank

 

 

4 MALE
SPEAKER: Thank you. Our next

 

5 question
comes from the line of Evan Seigerman from

 

6 Credit
Suisse. Please go ahead.

 

7 MR.
SEIGERMAN: Hi all. Thank you so much

 

8 for
taking my question and congrats on the transaction.

 

9 So
with this relatively large scale transaction, Andy,

 

10 could
you kind of quantify how much more capacity you

 

11 have
for additional business development, and can you

 

12 specify
to whether or not this one’s on your radar,

 

13 ahead
or after the CRL for filgotinib? I’m just trying

 

14 to
get a sense as to how this fits in strategically.

 

 

16 MR.
O’DAY: Yeah, let me just take the

 

17 second
question while Andy, you take the first. I think

 

18 it’s
really important to note that there was no

 

19 connection
between this and the CRL with filgotinib.

 

20 But
let me first address this CRL with filgotinib by

 

21 saying
that, you know, clearly, as often happens you see

 

22 regulatory
authorities in different countries taking

 

23 different
accessions (phonetic) on filgotinib and CRL

 

24 and,
you know, we’re fully committed to continuing to

 

25 explore
and understand better the CRL with FDA and see

 

 

 

1 where
that leads us, but that has nothing to do, of

 

Page
19

 

 

2 course,
with our desire to expand our transformational

 

3 medicines
either, you know, continuing in inflammatory

 

4 (unintelligible)
virology nor oncology.

 

5 So
this was part of our broader objective

 

6 to
deliver more than 10 transformative medicines over

 

7 the
next 10 years. And what started, as I said, well

 

8 before
we actually knew the regulatory cost of

 

9 filgotinib,
but was started the discussions — well, we

 

10 knew
of this agent, of course, quite long ago. And the

 

11 discussions
started, as I said, many months ago as well.

 

12 Andy,
over to you for the deck capacity.

 

13 MR.
DICKINSON: Great. Hey, Evan, thanks

 

14 for
joining the call. You know, prior to the

 

15 transaction
if you look at most analyst assumptions

 

16 which
were generally consistent with our internal model,

 

17 we
had well over $40 billion of total fire power with

 

18 the
cash and the financing capacity that we had. So

 

19 we’re
using a reasonable chunk of that here, but we have

 

20 significant
fire power going forward. I mean, the other

 

21 thing
I would highlight is you don’t do a $21 billion

 

22 deal
every year, right?

 

23 So
we absolutely have the capacity to

 

24 continue
to do ordinary course business development

 

25 transactions,
transactions similar to the Forty Seven

 

 

 

 

1 transaction. We
have plenty of cash to support and grow

 

2 our
dividend over time which is really important to us

 

3 as
well. So we’re very comfortable with where we are on

 

4 a
pro forma basis after closing of this transaction.

 

 

6 MR.
SEIGERMAN: Thank you.

 

7 MALE
SPEAKER: Thank you. Our next

 

8 question
comes from Robin Conoscos (phonetic) from

 

9 Truist. Please
go ahead.

 

10 MS.
AHN: Hi, and good afternoon. This is

 

11 Nicole
Ahn (phonetic) for Robin form Truist. And

 

12 congrats
on the deal as well and thanks for taking our

 

13 question. So
on the slide deck on the guidance and the

 

14 accretive
impact, is this assuming filgotinib is

 

15 factored
in or without it? And I apologize if this has

 

16 already
been mentioned.

 

17 MR.
DICKINSON: Yeah the EPS — you know,

 

18 being
EPS neutral is looking at a pro forma basis with

 

19 the
impact of this, right. So it’s separate and apart

 

20 from
filgotinib, which we’ll provide updated thoughts on

 

21 where
we — where we see filgotinib going in the coming

 

22 months
and quarters as we finish our discussions with

 

23 our
partner and with regulators. So on a standalone

 

24 basis
as you fold this in, we expect this to be neutral

 

25 to
accretive in 2023 and significantly accretive

 

 

 

 

1 thereafter.  
2   MS.
AHN: Okay, great, thanks so much.
3   MR.
DICKINSON: Thank you.
4   MALE
SPEAKER: Thank you. Our next
5 question
comes from Alethia Young from Cantor

 

6 Fitzgerald. Please
go ahead.

 

7 MS.
YOUNG: Hey guys, thanks for taking my

 

8 question. Congrats
on the deal. I guess, the question

 

9 for
me is obviously this is a pretty large scale deal

 

10 that
we’ve seen in the history of Gilead. So I guess

 

11 I’m
just trying to understand, are you making a core

 

12 investment
in hematology, oncology — sorry, my dog

 

13 likes
your deal, too — and you know, how (inaudible)

 

 

15 MR.
O’DAY: Good taste, good taste that

 

16 dog. Alethia,
can you repeat the end of your question?

 

17 MS.
YOUNG: Just obviously looking at Gil’

 

18 five
years from now, is hematology oncology accompanied

 

19 with
HIV, or are you going to diversify beyond that, you

 

 

21 MR.
O’DAY: Oh, okay. Look, I think you

 

22 know,
it’s really important that you understand that

 

23 we’re
following our strategy which has two elements to

 

24 it
as its core. Number one, you know, we believe that

 

25 we
want to continue building on our scientific base we

 

 

 

1 have
in the area of virology and also inflammatory

 

Page
22

 

 

2 disorders
as immunomodulatory disorders and that lends

 

3 itself
to cancer and inflammation. And I think we’ll

 

4 follow
the science. In other words, what’s most

 

5 important
to us is that we can make a transformational

 

6 difference
of
patients
and that’s really what we’re
7 driven
by.
 
8   So personally,
I think, you know, that the
9 three
pillars
we have
in our business, you know, we’re
10 certainly
not — let me just say, we’re certainly not

 

11 done
with HIV, right? I mean, we have more to do there,

 

12 we’re
excited about the capsid inhibitor, we have lots

 

13 of
research activities going on there in virology and

 

14 beyond
that. Of course, you’ve seen the benefit of that

 

15 for
emerging viruses with the medicine like remdesivir.

 

16 Likewise,
in inflammatory disorders we have a large

 

17 investment
both in house with our partners like

 

18 Galapagos
that we’re firmly committed to.

 

19 And
then finally now, this gives us a third

 

20 leg
in oncology and hematology. It’d be hard for me to

 

21 imagine
or to project in five years or ten years, you

 

22 know,
the size of any one of those pillars, because that

 

23 will
be driven by the uncertainties of science and how

 

24 we’re
going after the unmet medical needs. But it’s

 

25 really
important that you know that we’re firmly

 

 

 

 

1 committed
to all three of those areas, which is why the

 

2 previous
question on acquisition capacity and our

 

3 ability
to continue to flush out those areas as the

 

 

5 It’s
important we’ll remain focussed on

 

6 that
and very importantly, bringing in the best talent

 

7 from
outside into our company to be able to make those

 

8 decisions. And
maybe I’ll just finalize on that talent

 

9 equation,
because in addition to, of course, the great

 

10 colleagues
we have at Kite and Gilead in oncology,

 

11 welcoming
the Immunomedics talent to our family and the

 

12 opportunity
that Trodelvy brings, I think that also

 

13 becomes
a talent attraction and a talent magnet for

 

14 people
that want to really make a difference for cancer

 

 

16 They
want to come to companies that have

 

17 unmarked
products that are near term, plus highly

 

18 innovative
things that are earlier term. And with this

 

19 portfolio
I think that gets us a great human capital

 

20 attraction
as well, but all three areas we need that

 

 

22 MS.
YOUNG: Awesome, thank you. Congrats.

 

23 MR.
O’DAY: Thanks, Alethia.

 

24 MALE
SPEAKER: Thank you. Our next

 

25 question
comes from the line of Carter Gould from

 

 

 

1 Barclay’s. Please
go ahead.

 

Page
24

 

 

2 MR.
GOULD: Good afternoon, guys. Congrats

 

3 on
the deal. I guess two — I guess, first off, can you

 

4 just
comment for, I guess, first around sort of the

 

5 level
of comfort with the competitive environment and

 

6 your
internal assumptions around how you see that sort

 

7 of
playing out? Obviously, Immunomedics has (inaudible)

 

8 first-mover
advantage but there our competitors there.

 

9 And
then secondly, just now, how you view sort of the

 

10 split
in terms of R&D focus between hem-onc and solid

 

11 tumors
and if this is closer to serve your target

 

12 balance? Any
color there would be appreciated. Thank

 

 

14 MR.
O’DAY: So maybe I’ll start on the

 

15 second
question and turn the first question over to

 

16 Merdad. And
Merdad, you can also — but I think on this

 

17 balance
between investment and hem-onc versus solid

 

18 tumors,
again, you should hear directly from Merdad on

 

19 this,
but I think the point is we’ll follow the science.

 

20 So
I think wherever we think we could have the biggest

 

21 impact
on patients is where our investments will go.

 

22 And
Merdad is putting together, you know, a portfolio

 

23 group
and committee and decisionmaking process of Gilead

 

24 that’s
complimentary to the one at Kite that allows us

 

25 to
kind of make those investment decisions based upon

 

 

 

 

1 data. And
so you know, I think it’d be hard to predict

 

2 what
the split will be between those two.

 

3 But
of course, we’ve been heavier on

 

4 hematology
side because of Kite and the recent

 

5 acquisition
of Forty Seven in terms of late stage. And

 

6 now,
this kind of fast forwards it for solid tumors, so

 

7 it
certainly brings forward the immediate opportunity in

 

8 a
much bigger way for solid tumors which we’re excited

 

 

10 DR.
PARSEY: Yeah. The only thing I’d add

 

11 to
that is, you know, I think to embellish on what Dan

 

12 said,
you know, we are focussed on making an impact and

 

13 having
an impact on patients. And rather than sort of

 

14 saying
we want a certain percent team or a certain

 

15 percent
solid tumor, as Dan said, we’ll follow the

 

16 science
and go after the place where we think we can

 

17 have
the biggest impact. So we don’t have a quota we’re

 

18 trying
to fill or anything like that.

 

19 In
terms of competition, I think it’s safe

 

20 to
assume that in oncology there’s always competition

 

21 and,
you know, we think about both the in-class and the

 

22 broader
competitive space within each of the therapeutic

 

23 areas
that we’re interested in. Certainly for the in-

 

24 class
competition we’re excited that we’re out ahead,

 

25 you
know, and we’re farther along and obviously approved

 

 

 

 

1 with
the accelerated approval. I don’t think we can be

 

2 complacent
about that and we’ll have to continue to

 

3 explore
the molecule as aggressively as possible to show

 

4 the
benefit of Trodelvy in various patient populations.

 

5 And
then, you know, more broadly in

 

6 different
tumor types, you know, I think what we can

 

7 bring
is a orthogonal approach to some of the other

 

8 approaches
people are taking in those tumors and

 

9 hopefully
add to them and hopefully move up in lines of

 

10 therapy
so that we can look at unique combinations as

 

11 we’ve
mentioned, things like PARP inhibitors in some

 

12 tumor
types, maybe IO in other tumor types. And I think

 

13 that
allows us to move up into earlier lines of therapy.

 

14 So
we’ll be looking at that very broadly in order to

 

15 maintain
our competitive edge, both in class and outside

 

 

 

18 MALE
SPEAKER: Thank you. Our next

 

19 question
comes from Phil Nadeau from Cowen and Company.

 

20 MR.
NADEAU: Good afternoon. Let me add my

 

21 congratulations
on the deal. Couple questions from me

 

22 on
the upcoming data events. So it sounds like you’ve

 

23 been
able to see and fully review the urothelial data

 

24 that
we’re going to see next weekend at ESMO. I’m

 

25 curious,
what does your due diligence say about the

 

 

 

 

1 ability
of that single-arm face to support an FDA filing

 

 

3 And
then second, there has been some

 

4 controversy
among Immunomedics investors about the

 

5 timing
of the interim analysis in the ER positive/HER2

 

6 negative
breast cancer study. What does your diligence

 

7 say
about the timing of that analysis, and certainly, do

 

8 you
think that that analysis will support an FDA filing?

 

9 DR.
PARSEY: Andy, do you want me to take

 

 

11 MR.
DICKINSON: Sure, yes.

 

12 DR.
PARSEY: Yeah, okay, happy to take it.

 

13 So
we do think that, obviously, we’re optimistic about

 

14 the
ability to file triple-negative this year. When we

 

15 look
forward in triple-negative we think that we’ll be

 

16 able
to continue to expand in the EU. And then we are

 

17 optimistic
about our chances to be filing for urothelial

 

18 hopefully
for accelerated approval based on the data as

 

19 we
think about 2021 and beyond.

 

20 After
that, it obviously becomes a little

 

21 bit
more grey, but we do hope for, you know, as the data

 

22 emerged
that we do see the possibility of multiple

 

23 additional
sBLAs coming up in the next few years.

 

24 MR.
O’DAY: And the other question was the

 

25 timing
of the in interim on the arm receptor positive.

 

 

 

 

 

2 DR.
PARSEY: Oh, yeah, sorry. And that

 

Page
28

 

 

3 should
be next year. That should be next year. We’re

 

4 looking
at sort of the second half of next year for

 

 

6 MR.
NADEAU: And do you think that’ll

 

 

8 DR.
PARSEY: It’s possible. I think we’re

 

9 kind
of thinking about that’s — the potential for that

 

10 would
be obviously in 2022 and beyond, depending on the

 

11 outcome. That’s
possible that we could have that, but

 

12 obviously,
we haven’t seen those interim data, right?

 

13 So
that’s speculation. But hopefully, we’ll do the

 

14 interim
and if it does support it we would go for a

 

 

 

17 questions and congrats again 18     MR. DICKINSON: 19    
MALE SPEAKER:  

MR. NADEAU: Great. Thanks for taking my on the deal.

 

Thanks,
Phil.

 

Thank
you. Our next

 

20 question
comes from Brian Abrahams from RBC Capital

 

21 Markets. Please
go ahead.

 

22 MR.
ABRAHAMS: Hey guys, thanks for taking

 

23 my
questions and my congrats on the deal as well. How

 

24 are
you thinking about the launch ramp for Trodelvy and

 

25 the
potential for commercial synergies there? And then

 

 

 

 

1 can
you talk about the long-term leveragability of their

 

 

3 MR.
O’DAY: Johanna, do you want to take

 

 

5 MS.
MERCIER: Yep, sure. So Brian, I think

 

6 what
we’ve seen so far is, obviously, the first two

 

7 months
that Immunomedics have spoken to about in their

 

8 earnings
call this summer, and obviously a very strong

 

9 start,
we’ve also seen some pretty powerful data around

 

10 not
only the awareness of Trodelvy in the marketplace

 

11 with
oncologist that treat breast cancer, but also their

 

12 intent
to prescribe. And I think what we’re seeing is a

 

13 really
nice ramp up and that’s really kudos to the

 

14 Immunomedics
team for making sure that happens in such a

 

15 quick
time, both from a physician education standpoint

 

16 but
also from an access standpoint in making sure that

 

17 there’s
no barriers for patients.

 

18 So
I think they’re off to a very strong

 

19 start. I
think the opportunity is, obviously, to

 

20 continue
to grow that and potentially expand even the

 

21 footprint
as we think about moving it forward, not only

 

22 in
triple-negative breast cancer but other areas as

 

23 well. So
I think we’re excited about that, let alone

 

24 the
fact that, you know, the intent is to file a

 

25 submission
in Europe early next year, and obviously

 

 

 

 

1 follow
up very quickly in Europe and beyond that to

 

Page
30

 

 

2 really
maximize the opportunity with a global footprint

 

3 that
Gilead already has. So I do think that the

 

4 opportunity
from a launch uptake over the next 18 to 24

 

 

6 MR.
O’DAY: Thanks. And long-term

 

7 potential
on the ADC, I mean, Merdad, of course, you may

 

8 have
some insights there.

 

9 DR.
PARSEY: You know, I think that

 

10 certainly
what’s — I think a lot of people have been

 

11 struggling
with ADCs for a long time and what we’re

 

12 excited
about, what we’re seeing on the therapeutic

 

13 potential
here of this platform, so it’s definitely

 

14 something
that we will consider as we get into that.

 

15 Certainly,
the ability to deliver the payload here with

 

16 this
particularly linker is promising in

 

17 triple-negative,
so we have to think about what other

 

18 antibodies
and antigens we can go after to try to expand

 

19 the
utility. So we’ll definitely be considering those

 

 

21 MR.
ABRAHAMS: Got it. Thanks again.

 

22 MR.
O’DAY: Thanks, Brian.

 

23 MALE
SPEAKER: Thank you. Our next

 

24 question
comes from Matthew Harrison from Morgan

 

25 Stanley. Please
go ahead.

 

 

 

1 MR.
HARRISON: Great, good afternoon,

 

2 thanks
for taking the question. I guess two for me.

 

3 One,
can you just talk about your view on competitive

 

Page
31

 

 

4 differentiation
versus passive. And then secondly, just

 

5 from
a strategic standpoint, I think previously you’ve

 

6 talked
about for oncology pursuing what I call more IO

 

7 adjacencies
in IO type products, and it seems more like

 

8 a
more traditional solid tumor product, so should we

 

9 think
about you expanding the breadth of the kinds of

 

10 product
you’d like to bring in? Thanks.

 

11 MR.
O’DAY: Yeah, let me — thanks Matthew

 

12 for
the thoughtful question and I’ll let Merdad speak

 

13 about
your first one on the competitive differentiation

 

14 of
padsil (phonetic). But I think on the second one,

 

15 and
I’ll give you my viewpoint and Merdad as well can

 

16 give
you his. I think, you know, of course, we continue

 

17 to
remain interested on the cutting edge aspect of

 

18 oncology
and a great deal that is immuno-oncology today

 

19 which
has been our focus based upon, you know, some of

 

20 our
scientific background in immunomodulation, which

 

21 adds
some links back into virology and other scientific

 

22 foundations
we have in the company.

 

23 Having
said that, we’ve always said that we

 

24 would
remain opportunistic on adjacencies. And I think

 

25 this
is very connected mechanism versus IO in our

 

 

 

1 opinion. Scientifically,
of course, it’s targeted

 

2 towards
TROP-2 expression, it’s broadly applicable to

 

Page
32

 

 

3 solid
tumors, and because of its profile, we think it’s

 

4 combinable,
of course, not just with IO but could very

 

5 well
be, you know, one of the biggest opportunities

 

6 could
be combinability with IO.

 

7 So
I think it really fits into our

 

8 strategy,
number one, but number two to our point, you

 

9 know,
it could have us alter our strategy, right? The

 

10 strategy
should never be set in stone, and a lot of our

 

11 experiences,
many of us have decades of experience in

 

12 oncology
strategy, one thing you know is you’ve gotta

 

13 stay
nimble and ready to kind of move and rotate.

 

14 It
reminds me of the old ADC days that

 

15 Genetech
and Roshrem (phonetic) we had, you know, dozens

 

16 of
ADCs that we thought after concile were just going to

 

17 come
pouring out. And the story there was that it

 

18 wasn’t
quite as easy to get an antibody linker and toxin

 

19 to
be — to hit that sweet spot of efficacy and safety.

 

20 And
that’s why we’re so impressed by the way — what

 

21 Immunomedics
has done with Trodelvy.

 

22 So
I think the bottom line is that, yes,

 

23 we’ll
continue to focus on IO, yes we have great

 

24 modalities
and housed some cell therapy and non-cell

 

25 therapy
and those are building. And I think, you know,

 

 

 

1 this
may have us rethink how we are inclusive in

 

2 oncology
strategy, you know, of other modalities and

 

3 other
mechanisms. So stay tuned on that. I mean,

 

4 clearly
with this being such a potential foundational

 

Page
33

 

 

5 molecule
for lots of tumor types, not only within Gilead

 

6 but
also outside of Gilead, you know, we’ll continue to

 

7 look
for partnership opportunities. And certainly,

 

8 Immunomedics
already has, you know, a line of folks that

 

9 are
interested in looking at combinability of their

 

10 agents
with Trodelvy and nothing on that will change as

 

11 we
go into the next phase of Trodelvy’s growth.

 

 

13 DR.
PARSEY: Yeah, yeah. And ongoing —

 

14 just
to finish that point, you know, and emphasize is

 

15 ongoing
combination trials with molecules from other

 

16 companies. And
we’ll continue to do that and look to

 

17 those
readouts because I think they’ll be very

 

18 important. As
far as the comparison that

 

19 (unintelligible),
I think certainly the data continued

 

20 to
evolve. What we are excited about is that Trodelvy

 

21 brings
a very different safety profile as well as

 

22 efficacy,
right, so I think it’s important to look at

 

 

24 And
so we’re fairly confident as the data

 

25 mature
that there will be a role for Trodelvy that will

 

 

 

Page
34

 

1 be
complimentary to that for the competitor molecules in

 

2 this
space primarily because of the difference in

 

3 tolerability. I
think there’s — it’s a very different

 

4 profile
and I think in this — there’s specific things

 

5 about
some of the more frail patients and urothelial

 

6 cancer,
that difference in the adverse event profile may

 

7 afford
patients a really great choice in terms of

 

8 treatment
options there. So we think there’s a

 

9 differentiating
effect there from the safety standpoint

 

 

11 MALE
SPEAKER: Thank you. I show our next

 

12 question
comes from Terence Flynn from Goldman Sachs.

 

 

14 MR.
FLYNN: Hi. Thanks for taking the

 

15 questions
and appreciate all the color. Just had a few.

 

16 Was
wondering what you guys were assuming for Trodelvy

 

17 IP
particularly given it’s an ADC that goes out longer.

 

18 And
then on the sales force side, can you just provide

 

19 any
detail there in terms of the size of the current

 

20 sales
force, plans for Europe, and then any leverage

 

21 opportunity
with your current sales force? And then on

 

22 the
drug pricing side, you know, obviously, there’s some

 

23 uncertainty
into the U.S. election, just wondering as

 

24 you
thought about your models here, with respect to

 

25 longer-term
pricing dynamics anything of note, or did

 

 

 

1 you
already factor in a pretty conservative pricing

 

Page
35

 

2 outlook? Would
just be curious to get some color there.

 

 

4 MR.
O’DAY: Andy, do you want to do the IP

 

5 and
then Johanna, you can do some of the sales force and

 

6 a
bit of pricing. I could also do some pricing, too, if

 

 

8 MR.
DICKSON: Yeah, I’d be happy to start.

 

9 I
think — Terence, thanks for the questions. At a high

 

10 level,
I think we’re not providing specific guidance.

 

11 What
we’d say is we’re very comfortable with the IP

 

12 estate
well into the 2030s. Obviously, anti body drug

 

13 conjugates
are unique and have multiple layers of patent

 

14 estates,
but we’re very comfortable that this asset will

 

15 have
IP protection well into the 2030s. Johanna?

 

16 MS.
MERCIER: Yeah, thanks, Andy. And so

 

17 maybe
going on first to the field force coverage that

 

18 you’re
referring to, I think two things. I think

 

19 Immunomedics
has a good coverage today across the United

 

20 States. I
think there might be some opportunities

 

21 potentially
expand and even leverage some of the work

 

22 that’s
going on with Kite as well, since Kite is very

 

23 well
established in the academic setting. And so the

 

24 interplay
between academia and community is going to be

 

25 very
important. And right now, the split is about

 

 

 

1 70/30;
70 community, 30 academic is where they’re

 

Page
36

 

2 looking
at their current business. And I think there’s

 

3 probably
an opportunity to continue to evolve that.

 

4 I
think to your question to Europe,

 

5 obviously,
that’s something we’re going to take on

 

6 pretty
quickly. I do think we have previous models of

 

7 what
an oncology footprint would look like in Europe,

 

8 and
it’s a little bit of a different setting than in the

 

9 U.S.,
but I think we feel confident that we can ramp it

 

10 up
pretty quickly over the next few months as we look at

 

11 the
model and the timing, of course, both for regulatory

 

12 approval,
but as you know, reimbursement takes a little

 

13 bit
longer in many markets.

 

14 And
then the last piece of the puzzle about

 

15 drug
pricing, obviously, this is a market-approved

 

16 product,
so the U.S. pricing assumptions were a little

 

17 bit
easier and, of course, as we look at the outlook,

 

18 we’ve
been just as conservative about our outlook as we

 

19 look
at our own product portfolio and applied similar

 

20 assumptions,
similar within the U.S. and also outside of

 

21 the
U.S. as we think about Europe, for example.

 

22 Hopefully
that addresses — I don’t know,

 

23 Dan
do you want to add anything to that?

 

24 MR.
O’DAY: No, not really, Terence, I

 

25 mean,
I think that’s exactly what I wanted to say is

 

 

 

1 that
we’re always quite conservative when we do these

 

Page
37

 

2 types
of modelings around both the continued decline in

 

3 Europe
and somewhat stable in the United States. Having

 

4 said
that, have we factored it in every scenario in the

 

5 U.S.
for any of our products? No. I remain convinced

 

6 that,
A, we need reform on drug pricing in the United

 

7 States. And
B, we have to make sure that patients’ out-

 

8 of-pocket
costs are the things we target, and that we

 

9 most
importantly, see reward innovation.

 

10 And
I remain convinced that we’ll get to

 

11 those
types of policies. We’ve been rolling our sleeves

 

12 up
and we’ll get there. But for medicines like this

 

13 that
have such a dramatic impact I think these are

 

14 largely,
you know, not the medicines and the focus, and

 

15 I
think one has to have a high differentiation on any

 

16 environment
that we’re going to go into around the world

 

17 in
terms of drug pricing. And I, for one, really like

 

18 the
profile of this medicine as we approach whatever

 

19 reforms
may happen, not only in the United States, but

 

20 everywhere
in the world, because this really does have a

 

21 very
significant impact on patients. So that’s — the

 

22 most
important thing is to keep the bar high on

 

 

24 MR.
DICKINSON: Terence, one more point on

 

25 your
question. The regulatory and statutory exclusivity

 

 

 

1 in
the U.S. is also important as you think about the

 

Page
38

 

2 exclusivity
period around this antibodies in particular

 

 

4 MALE
SPEAKER: Thank you. I show our next

 

5 question
comes from the line of Jim Berkanoff (phonetic)

 

6 from
Wells Fargo. Please go ahead.

 

7 MR.
BERKANOFF: (Inaudible) Thanks for

 

8 taking
our questions and congratulations on the deal.

 

9 Our
first question is on manufacturing of the antibody.

 

10 Obviously,
Immunomedics is planning on using Samsung

 

11 Biologics
for expanded commercial supply. What is your

 

12 strategy
to maintain a tight constant grips on the

 

13 antibody? And
a second question is whether

 

14 (unintelligible)
interest in the Koch Organization, how

 

15 you
feel about ADC, the ADC platform and cell therapy as

 

16 part
of an integrated option for a specific target.

 

 

18 MR.
O’DAY: Thanks. Maybe Andy and Merdad?

 

19 MR.
DICKINSON: Yeah, I’ll start on the

 

20 manufacturing
side. As you’d expect, I mean, there’s a

 

21 lot
of history here on the manufacturing side with our

 

22 CMC
team has spent a lot of time with the Immunomedics

 

23 team
looking at this. It’s a relatively complex

 

24 manufacturing
network relative to others given that you

 

25 have
either from parties toxin (phonetic) and the linker

 

 

 

1 and
the antibody and then pulling it all together.

 

2 We’re
very comfortable with what they’ve done. They

 

3 have
a great team, we think they’ve done a great job.

 

4 We’re
comfortable with our ability to scale it up.

 

Page
39

 

5 Obviously
getting Samsung in place was an important step

 

6 for
them as well, it gives us a lot of comfort.

 

7 So
we — you know, the cost of goods here

 

8 specifically
to your question, are entirely in line with

 

9 the
rest of our portfolio at scale including, you know,

 

10 standard
kind of antibody and small molecule cost of

 

11 goods. So
there’s nothing unique here other than you

 

12 know
with slightly different than your standard

 

13 antibody,
but that scale, we see every opportunity to

 

14 get
to a really attractive cost of goods. Merdad?

 

15 DR.
PARSEY: Yeah, and what I would say in

 

16 terms
of the cell therapy, potential cell therapy, we

 

17 are
very much focussed I would say primarily on the

 

18 solid
tumor area right now making sure that we keep our

 

19 eye
focussed on being successful and our core

 

20 indications. Having
said that, we always — we’re very

 

21 close
with our colleagues at Kite and always look at

 

22 opportunities
more broadly and will — this would go

 

23 into
that bucket of we certainly consider potential

 

24 synergies
between cell therapy and TROP-2 targeted

 

 

 

 

1 MALE
SPEAKER: Thank you. Our next

 

Page
40

 

2 question
comes from the line of Mohib Bencil (phonetic)

 

3 from
Citi. Please go ahead.

 

4 MR.
BENCIL: Great, thanks for taking my

 

5 question
and congrats on the deal. Quick question. So

 

6 communications
— I mean the goal was to bring the

 

7 by-plane
that some small (unintelligible) and this seems

 

8 a
little bit bigger than that, we just wanted to get

 

9 your
thoughts on what changed the thought process here

 

10 and
had it anything to do with the filgotinib action by

 

 

12 MR.
O’DAY: Hey, Mohib. Yeah, Dan O’Day

 

13 here. So
the answer to the question is no, it had

 

14 nothing
to do with filgotinib. And what I would say is

 

15 that,
you know, I think this is very consistent with the

 

16 strategy
we laid out when I came in about a year and a

 

17 half
ago with the team here, which is, you know, to be

 

18 disciplined
about our scientific areas of strength and

 

19 where
we’re going to play and where we’re not going to

 

20 play. And
then secondarily, to do that with small to

 

21 medium-sized
bolt-on acquisitions. So I mean, given our

 

22 market
cap and ability, I think this clearly falls

 

23 sweetly
into the medium-sized bolt-on. It’s

 

24 particularly
important, you know, because it’s derisked

 

25 from
the standpoint of having, you know, on-market and

 

 

 

1 approval
to regulatory so that’s obviously why it

 

Page
41

 

2 becomes
more of a mid-size bolt-on, but strategically as

 

3 we
talked about before, very much in line with our

 

4 strategy. And
I think you can expect us to do more of

 

 

6 Now
as Andy says, it’s not every day we’re

 

7 going
to do a $20 billion acquisition. We do have

 

8 sufficient
fire power still to put to work and we’ll

 

9 keep
the threshold high on innovation.

 

10 The
other thing we’ll do is we’ll continue

 

11 to
be creative in terms of transaction structure. I

 

12 think
Andy and his team have been real creative about,

 

13 you
know, finding ways to partner with companies that

 

14 allow
each party to share the risk more fully until you

 

15 get
data, particularly on the earlier stage compounds,

 

16 or
some of the innovative type structures we’ve created

 

17 that
are very long-term research based and development

 

18 based
initiatives like we’ve done with Galapagos on a

 

19 very
sizable basis or ARCAS recently on the oncology

 

 

21 So
I think making sure that we continue to

 

22 pivot
and have a really fit-for-purpose approach on our

 

23 strategy
as we think about small, medium-sized

 

24 partnership
acquisitions you’ll continue to see us do

 

25 that. And
that’s — I think that takes a lot of work,

 

 

 

1 it
takes relationships, it takes knowledge, it takes

 

2 know
how, but at the end of the day I think it’s the

 

Page
42

 

3 best
way to make sure that you’re — whatever, whoever

 

4 your
partnering with are acquiring but the innovation

 

5 stays
intact and complete, because at the end of the day

 

6 it’s
about people, it’s about getting them motivated,

 

7 and
different structures are required to get us there.

 

8 So
this is — this is a medium-sized and it’s

 

9 transformational
for our oncology business, but I think

 

10 what
you’ve seen in the past you can continue to expect

 

 

12 MR.
BENCIL: Very helpful, thank you.

 

13 MALE
SPEAKER: Thank you. Our last

 

14 question
comes from the line of Umer Raffat from

 

15 Evercore. Please
go ahead.

 

16 MR.
RAFFAT: Hi guys, thank you for taking

 

17 my
question. I have a few today, if I may, and I would

 

18 appreciate
you bearing with me on these. First Dan, I

 

19 don’t
think anyone will question the quality of the

 

20 asset
or the strength of clinical data for Trodelvy, but

 

21 the
same asset with much of the same clinical data

 

22 across
indications was trading at less than 20 percent

 

23 of
the acquisition price during most of 2019. So how

 

24 should
we think about that especially also from a

 

25 capital
allocation perspective from Gilead, number one.

 

 

 

Page
43

 

1 Merdad,
a couple for you. I’m curious what

 

2 do
you think about Dychee’s (phonetic), TROP-2 ADC,

 

3 especially
since it only needs one infusion per cycle,

 

4 not
two. And also, if you could speak to the response

 

5 rate
and know or low TROP-2 expressors both in UC and HR

 

6 positive
breast, and what percent (unintelligible) is

 

7 that? Thank
you very much.

 

8 MR.
O’DAY: Sure Umer, we always appreciate

 

9 your
questions and happy to take them. So on the first

 

10 one,
just to put your question into context and I think

 

11 it’s
not uncommon to see share prices drop when you have

 

12 remarkable
clinical data, but in particularly in the ADC

 

13 space,
given what I said before about, you know, the

 

14 halls
of many companies and academic that have been

 

15 littered
with ADC that didn’t show their promise, you

 

16 know,
it’s not uncommon to be skeptical until you see

 

 

18 At
the end of the day clinical data trumps

 

19 I
think everything. And so, of course, we saw an

 

20 appreciation
of the share price based upon the clinical

 

21 data
that’s been publically made available so far. And

 

22 then
to remind you from what Andy said before, we look

 

23 at
this intrinsic value basis, a premium can often get

 

24 confused
and particularly in this one, I think the

 

25 premiums
are conflated by the fact that we have

 

 

 

Page
44

 

1 information
that the public doesn’t have yet, given the

 

2 upcoming
ESMO meeting that you’ll see next week. And

 

3 clearly,
you know, it’s our assumption that the share

 

4 price
of Immunomedics also would have appreciated as a

 

5 result
of the ESMO data as well.

 

6 So
you take that into account when you look

 

7 at
the entirety of the premium, but all of that

 

8 fundamentally
is based on the clinical data both in

 

9 triple-negative
breast cancer and the early clinical

 

10 data
other indications that we talk about on this call,

 

11 as
well as some of the data that you’ll see at ESMO

 

12 around
the early combinability. So that’s really where

 

13 the
intrinsic value comes from and I’d much rather look

 

14 at
from that than where the share price was trading six

 

15 months,
nine months, 12 months ago.
17 DR.
PARSEY: Yeah, I don’t have — in terms
18 of
the TROP-2 expression and I’d say it’s really early
19 days
we — I think we need to understand our
20 relationship
better that Immunomedics medics team has
21 done
a great job of looking at that. And I would say
22 you
know, the early data really intriguing in terms of
23 the
relationship between TROP-2 expression and response.
24 But
it’ll take a lot more data for us to identify a cut
25 point,
what it looks like in different tumor types, what

 

 

 

Page
45

 

1 it
looks like in various lines of therapy. So I’d say
2 it’s
really too early to draw too many conclusions
3 there,
but we’ll have to gather more data to look at
4 that. But
certainly, I feel that it looks as though
5 that
higher levels of TROP-2 expression certainly seem
6 to
have better responses in the general sense. But
7 we’ll
have to see how that evolves over time.
8 And
then in terms of comparison to
9 (unintelligible)
again, as I said earlier, I think it’s
10 hard
to compare it, because they’re at different stages
11 of
development in different patient populations with
12 different
background therapy. Having said that, one of
13 the
things that we like about, obviously, the
14 Immunomedics
molecule is not only its efficacy but also
15 its
safety profile. And as you’ve seen with the
16 (unintelligible)
molecule, they do see some interstitial
17 lung
disease that develops, and we haven’t seen any
18 evidence
of that with the Immunomedics molecule.
19 A
lot of caveats around that, but we’re
20 heartened
by the fact that the tolerability profile
21 molecules
needs to be really good and allows us to think
22 about
earlier lines of therapy and accommodations in
23 ways
that I think, you know, other molecules it would be
24 harder
to think about in that way.

 

 

 

1                                   
MR. RAFFAT: Thank you very much, guys.

Page
46

2 MALE
SPEAKER: Thank you. This includes
3 our
Q-and-A session. At this time I’d like to send the
4 call
back over to Mr. Douglas Maffei, Senior Director
5 Investor
Relations for closing remarks. Please go
7 MR.
MAFFEI: Thank you, Dalim (phonetic),
8 and
thank you all for joining us today. We appreciate
9 your
continued interest in Gilead and the team here
10 looks
forward to providing you with updates on our
12 MALE
SPEAKER: Ladies and gentlemen, this
13 concludes
today’s conference call. Thank you for
14 participating. You
may now disconnect.

15                                   
(End of audio file) 16

17

18

19

20

21

22

23

24

25

 

 

 

1       CERTIFICATION

2

3

4

5

6

7

Page
47

8               
I, Carmel Martinez, TX CSR No. 8128, FPR No. 1065,

9 do
certify that I was authorized to and did listen to
10 and
transcribe the foregoing recorded proceedings and
11 that
the transcript is a true record to the best of my

12    
ability. 13

14       Dated
this 14th day of September, 2020. 15

16

17

18

22

23

24

25

 

 TP

FORWARD-LOOKING STATEMENTS

 

This communication contains forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995, related to Gilead, Immunomedics and the acquisition
of Immunomedics by Gilead that are subject to risks, uncertainties and other factors. All statements other than statements of historical
fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current
expectation of the companies’ and members of their senior management team. Forward-looking statements include, without limitation,
statements regarding the business combination and related matters, prospective performance and opportunities, post-closing operations
and the outlook for the companies’ businesses, including, without limitation, the ability of Gilead to advance Immunomedics’
product pipeline and successfully commercialize Trodelvy; expectations for achieving full U.S. Food and Drug Administration
approval based on Immunomedics’ confirmatory data for Trodelvy and Immunomedics’ development of Trodelvy for additional
indications; clinical trials (including the anticipated timing of clinical data; the funding therefor, anticipated patient enrollment,
trial outcomes, timing or associated costs); the possibility of unfavorable results from clinical trials; regulatory applications
and related timelines, including the filing and approval timelines for Biologics License Applications and supplements; filings
and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete
the transaction considering the various closing conditions; difficulties or unanticipated expenses in connection with integrating
the companies; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance
on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks
and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking
statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Immunomedics’
stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility
that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit,
delay or refuse to grant approval for the consummation of the transaction; the effects of the transaction on relationships
with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory
approvals or actions, if any; Immunomedics’ ability to meet post-approval compliance obligations (on topics including but
not limited to product quality, product distribution and supply chain requirements, and promotional and marketing compliance);
imposition of significant post-approval regulatory requirements on Immunomedics’ products, including a requirement for a
post-approval confirmatory clinical study, or failure to maintain (if received) or obtain full regulatory approval for Immunomedics’
products due to a failure to satisfy post-approval regulatory requirements, such as the submission of sufficient data from a confirmatory
clinical study; the impact of competitive products and pricing; other business effects, including the effects of industry,
economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities;
adverse impacts on business, operating results or financial condition in the future due to pandemics, epidemics or outbreaks, such
as COVID-19; and other risks and uncertainties detailed from time to time in the companies’ periodic reports filed with
the U.S. Securities and Exchange Commission (the “SEC”), including current reports on Form 8-K, quarterly reports
on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Immunomedics and the Schedule TO and
related tender offer documents to be filed by Gilead and [Merger Sub], a wholly owned subsidiary of Gilead. All forward-looking
statements are based on information currently available to Gilead and Immunomedics, and Gilead and Immunomedics assume no obligation
and disclaim any intent to update any such forward-looking statements.

 

ADDITIONAL INFORMATION AND WHERE TO FIND IT 

 

The tender offer described in this document has not yet commenced.
This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell
shares of Immunomedics, nor is it a substitute for any tender offer materials that Gilead, Maui Merger Sub, Inc. or Immunomedics
will file with the SEC. A solicitation and an offer to buy shares of Immunomedics will be made only pursuant to an offer to purchase
and related materials that Gilead intends to file with the SEC. At the time the tender offer is commenced, Gilead will file a
Tender Offer Statement on Schedule TO with the SEC, and Immunomedics will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the tender offer. IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of Immunomedics
at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free
at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free
by contacting Gilead or Immunomedics. Free copies of these materials and certain other offering documents will be made available
by Gilead by mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, attention: Investor Relations, by phone
at 1-800-GILEAD-5 or 1-650-574-3000, or by directing requests for such materials to the information agent for the offer, which
will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by Immunomedics will be available free
of charge under the “Investors” section of Immunomedics’ internet website at Immunomedics.com.

 

In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Immunomedics
file annual, quarterly and current reports, proxy statements and other information with the SEC. Gilead’s and Immunomedics’
filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.

 

 

Immunomedics Operating
Group Toolkit

 

Strategic Rationale

 

How does this acquisition fit
into the company’s corporate strategy?

 

This
acquisition is transformative to Gilead by providing us with a foundational, first-in-class
commercial oncology medicine with potential to generate significant revenue and be best
in class.

 

This
is an excellent strategic fit and Trodelvy aligns with all of the principles we’ve
laid out as we seek to bring 10 transformative medicines to patients by 2030. Trodelvy
is already approved for patients who have received at least two prior therapies for metastatic
triple-negative breast cancer, a disease with high unmet need, and has shown promise
in other solid tumor types.

 

With
the acquisition of Immunomedics and Trodelvy, Gilead gains an immediate presence in solid
tumors with a commercialized product that has significant potential for use in combination
with other medicines, including immuno-oncology treatments.

 

This
agreement builds on the series of smaller oncology deals executed this year by giving
us a marketed product from which to accelerate our efforts in oncology globally.

 

The
acquisition enhances Gilead’s short-term and long-term growth prospects and is
expected to create significant value for our shareholders.

 

We said we would go for bolt-ons
rather than large scale acquisitions – is this a change in direction?

 

This
is in no way a change in direction, and in fact, clearly aligns with our corporate strategy.
We have always noted that we would be opportunistic for transformative deals, and the
acquisition of Immunomedics is an excellent example of such a deal.

 

It
gives us an immediate presence in solid tumors and brings to Gilead a first-in-class
medicine that addresses one of the most difficult to treat forms of cancer, triple-negative
breast cancer.

 

Trodelvy
has also shown promise in other difficult-to-treat solid tumor types, where there is
also great unmet need.

 

Will Immunomedics be
folded into Gilead, like Forty Seven, or operate as a stand-alone company, such as Kite?

 

We
have tremendous respect for the talented team at Immunomedics, which successfully brought
Trodelvy to market. The company has strong clinical and commercial teams and we look
forward to working together in the future.

 

While
we are still assessing plans for integration, the intent is to make Immunomedics part
of Gilead, as it fits well with the other work we are doing in oncology. The stand-alone
Kite structure was driven by the fundamentally unique nature of cell therapy.

 

Will Gilead keep the New Jersey
site?

 

Between
now and the close of the agreement, we will work closely with the Immunomedics team to
evaluate the best operating model moving forward, including the role that the New Jersey
site will play in our future operations.

 

 

CONFIDENTIAL
– FOR INTERNAL USE ONLY

 

We
look forward to welcoming the talented team at Immunomedics and working together to continue
to advance this important new medicine for people with cancer.

 

How does this deal impact Gilead’s
oncology strategy going forward?

 

This
acquisition is transformative to Gilead – and our oncology strategy, specifically
– because it provides us with a foundational, first-in-class medicine with potential
to generate significant revenue and be best in class.

 

This
is an excellent strategic fit and Trodelvy aligns with all of the principles we’ve
laid out as we seek to bring 10 transformative medicines to patients by 2030. Trodelvy
is already approved for metastatic triple-negative breast cancer, a disease with high
unmet need, and has shown promise in other solid tumor types.

 

With
the acquisition of Immunomedics and Trodelvy, Gilead gains an immediate presence in solid
tumors with a commercialized product that has significant potential for use in combination
with other medicines, including our emerging immuno-oncology pipeline.

 

This
agreement builds on the series of smaller oncology deals executed this year by giving
us a marketed product from which to accelerate our efforts in oncology globally.

 

How does this deal impact Gilead’s
corporate development strategy going forward?

 

Gilead
has been extremely active through the first nine months of 2020. We have executed a range
of deals, including acquisitions, licensing agreements and several types of innovative
collaborations.

 

These
transactions have been largely in oncology, and we are proud of the portfolio we’ve
built in a relatively short period of time. Following the close of this transaction,
we’ll have a first-in-class and commercial product as well as a portfolio of differentiated
early to late-stage clinical programs and innovative research collaborations.

 

We
will continue to look at opportunities to bring the best scientific innovation to Gilead
in our core areas, though we expect deals that are bolt-ons or smaller in size in the
immediate future as we complete and integrate this transaction.

 

How does this impact Gilead’s
continued investment in Kite/cell therapy?

 

Gilead
remains deeply committed to Kite and to the potential of cell therapy to transform the
lives of patients with cancer.

 

With
the approval of Tecartus, Kite has established a franchise and is now the only company
with two approved chimeric antigen receptor (CAR) T cell therapies.

 

This
deal gives us an immediate presence in solid tumors, helping to grow Gilead’s leadership
position in the field of oncology, which is beneficial and complementary to Kite.

 

Will this impact future investment in other therapeutic
areas if we are so focused on oncology going forward?

 

Gilead remains committed to immunology and virology as central pieces of our
strategy. The acquisition of Trodelvy does not decrease that commitment.

 

CONFIDENTIAL
– FOR INTERNAL USE ONLY

 

What presence does Immunomedics have in Europe and
what is the timing for European regulatory approval?

 

Regulatory filing for Trodelvy in Europe is anticipated
in the first half of 2021. Immunomedics has a minimal presence in Europe, with just one employee.

 

Can you provide further color regarding the geographies where
will have rights to Trodelvy?

 

Immunomedics has full rights to Trodelvy except in China,
Korea and certain Southeast Asian countries, where it has been partnered with Everest Medicines.

 

Terms of the deal and financial
impact

 

The is the largest deal in
Gilead’s history. How did you get to this valuation?

 

We’re
a disciplined acquirer and believe that the price reflects the value of Trodelvy and
the significant and broad potential that this medicine has across a range of tumor types.

 

Trodelvy
is already a commercialized product and the data we have seen in patients with metastatic
triple-negative breast cancer are impressive.

 

How does this deal impact Gilead’s capital allocation
strategy going forward?

 

Gilead will fund this transaction through cash and newly issued debt.

 

Gilead expects to retain an investment grade credit rating following this transaction and this
transaction does not alter Gilead’s stated capital allocation strategy or commitments.

 

Trodelvy

 

What is the mechanism of action?

 

Trodelvy
targets Trop-2, an epithelial antigen overexpressed on many solid cancers, including
cancers with high unmet need such as metastatic breast cancer, including triple-negative
and hormone receptor positive/HER2- breast cancer, metastatic bladder cancer and non-small
cell lung cancer (NSCLC).

 

It
is an antibody-drug conjugate (ADC) comprised of three parts: the anti-Trop-2 antibody,
the SN-38 payload (metabolite of irinotecan) and a linker.

 

The
potential to combine Trodelvy with checkpoint inhibitors in the frontline setting in
the future could provide patients with an alternative to chemotherapy.

 

How does Trodelvy
differ from other antibody-drug conjugates, such as the ones being developed by Daiichi and Seattle Genetics?

 

Trodelvy
is designed to be different than other competitive molecules and we believe that this
potentially offers certain advantages. The design of Trodelvy was purposeful and uses
a moderately toxic payload, conjugated to a cancer-targeting
antibody in a manner that is designed to improve efficacy and therapeutic index.

 

The
relative instability of the linker that connects the antibody enables release at the
surface of the cancer cell before internalization, potentially improving cell killing
and enabling a so-called “bystander” effect, resulting in killing of adjacent
tumor cells, which may express less Trop-2.

 

 

CONFIDENTIAL
– FOR INTERNAL USE ONLY

Beyond mTNBC, which solid tumors
are the highest priority?

 

Trodelvy
has shown promise as a treatment for earlier forms of triple-negative breast cancer,
as well as hormone receptor positive/HER2-negative breast cancer.

 

Beyond
breast cancer, non-small cell lung cancer and bladder cancer are the other core tumor
types where we have seen clinical activity.

 

Outside
these core tumor types, we believe there are a number of other areas, where the data
are still early, that offer the potential for expansion.

 

Trodelvy was approved
in the United States under an accelerated or conditional approval. What are the plans for confirmatory studies and subsequent
FDA submission?

 

Immunomedics
announced in July that its confirmatory study, the Phase 3 ASECNT trial, met its primary
endpoint of progression-free survival, as well as key secondary endpoints. The data will
be used to support full FDA approval, with regulatory filing anticipated in the fourth
quarter of 2020.

 

In
the ASCENT study, Trodelvy demonstrated a statistically significant improvement in the
primary endpoint of PFS compared to chemotherapy, with a hazard ratio of 0.41 (95% confidence
interval (CI), 0.32-0.52). The median PFS for patients treated with Trodelvy was 5.6
months (95% CI, 4.3-6.3), compared to 1.7 months (95% CI, 1.5-2.6) for chemotherapy (p<0.0001).

  

Trodelvy
also met key secondary endpoints of the study, including overall survival and objective
response rate.

 

The
safety profile of Trodelvy observed in the ASCENT study remained consistent with the
FDA-approved label, with neutropenia and diarrhea as the most common Grade 3 or 4 adverse
events. No new safety signals were observed.

 

Full
results of ASCENT will be presented at the upcoming ESMO conference.

 

Will Gilead continue investing
in ADCs or is this a one-off?

 

This
is not an investment in a technology platform, but rather an opportunity for Gilead to
build an immediate presence in solid tumors and gain access to a medicine that treats
a very difficult form of cancer with high unmet medical need.

 

With
Trodelvy, we gain a product with significant potential for combination with immuno-oncology
candidates and other medicines.

 

This
is an excellent strategic fit. The acquisition of Trodelvy aligns with all of the principles
we’ve laid out as we seek to bring 10 transformative medicines to patients by 2030.
Trodelvy is already approved to treat patients who have received at least two prior therapies
for metastatic triple-negative breast cancer, a disease with high unmet need, and has
shown promise in other cancers.

 

Commercial

  

What is the commercial opportunity
for Trodelvy?

 

We
see tremendous current opportunity for Trodelvy in TNBC and, potential opportunity in
other forms of breast cancer and other cancers, including bladder cancer and non-small
cell lung.

 

This
deal will enable Gilead to establish an immediate presence in solid tumors.

 

CONFIDENTIAL
– FOR INTERNAL USE ONLY

 

Immunomedics
has built a talented commercial organization and we look forward to integrating this
group into our organization, as we expand our presence in oncology over the next several
years.

 

This
agreement accelerates our expansion in oncology and allow us to build on the relationships
that the Immunomedics team has developed with key opinion leaders and healthcare professionals.

 

Will we incorporate the Immunomedics
commercial field teams into Gilead’s Commercial organization?

 

Yes.
One of the driving factors in this deal is enabling Gilead to establish an immediate
presence in solid tumors.

 

Immunomedics
has built a talented commercial organization and we look forward to integrating this
group into our organization, as we expand our presence in oncology over the next several
years.

 

This
agreement accelerates that expansion and will allow us to build on the relationships
that the Immunomedics team has developed with key opinion leaders and healthcare professionals.

 

 

Forward-looking statements

 

This communication contains
forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, related to Gilead, Immunomedics
and the acquisition of Immunomedics by Gilead that are subject to risks, uncertainties and other factors. All statements other
than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding
the intent, belief or current expectation of the companies’ and members of their senior management team. Forward-looking
statements include, without limitation, statements regarding the business combination and related matters, prospective performance
and opportunities, post-closing operations and the outlook for the companies’ businesses, including, without limitation,
the ability of Gilead to advance Immunomedics’ product pipeline and successfully commercialize Trodelvy; expectations
for achieving full U.S. Food and Drug Administration approval based on Immunomedics’ confirmatory data for Trodelvy and
Immunomedics’ development of Trodelvy for additional indications; clinical trials (including the anticipated timing of clinical
data; the funding therefor, anticipated patient enrollment, trial outcomes, timing or associated costs); the possibility of unfavorable
results from clinical trials; regulatory applications and related timelines, including the filing and approval timelines for Biologics
License Applications and supplements; filings and approvals relating to the transaction; the expected timing of the completion
of the transaction; the ability to complete the transaction considering the various closing conditions; difficulties
or unanticipated expenses in connection with integrating the companies; and any assumptions underlying any of the foregoing.
Investors are cautioned that any such forward -looking statements are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially
from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual
results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the
tender offer and merger; uncertainties as to how many of Immunomedics’ stockholders will tender their stock in the
offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction
may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation
of the transaction; the effects of the transaction on relationships with employees, other business partners or governmental
entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; Immunomedics’
ability to meet post-approval compliance obligations (on topics including but not limited to product quality, product distribution
and supply chain requirements, and promotional and marketing compliance); imposition of significant post-approval regulatory requirements
on Immunomedics’ products, including a requirement for a post-approval confirmatory clinical study, or failure to maintain
(if received) or obtain full regulatory

 

 

CONFIDENTIAL
– FOR INTERNAL USE ONLY

approval for Immunomedics’ products due to a failure to satisfy post-approval regulatory
requirements, such as the submission of sufficient data from a confirmatory clinical study; the impact of competitive products
and pricing; other business effects, including the effects of industry, economic or political conditions outside of the companies’
control; transaction costs; actual or contingent liabilities; adverse impacts on business, operating results or financial
condition in the future due to pandemics, epidemics or outbreaks, such as COVID-19; and other risks and uncertainties detailed
from time to time in the companies’ periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”),
including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule
14D-9 to be filed by Immunomedics and the Schedule TO and related tender offer documents to be filed by Gilead and Maui Merger
Sub, Inc., a wholly owned subsidiary of Gilead. All forward-looking statements are based on information currently available to
Gilead and Immunomedics, and Gilead and Immunomedics assume no obligation and disclaim any intent to update any such forward-looking
statements.

 

Additional information and
where to find it

 

The tender offer
described in this communication has not yet commenced. This document is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of Immunomedics, nor is it a substitute for any tender offer
materials that Gilead, Purchaser or Immunomedics will file with the SEC. A solicitation and an offer to buy shares of
Immunomedics will be made only pursuant to an offer to purchase and related materials that Gilead intends to file with the
SEC. At the time the tender offer is commenced, Gilead will file a Tender Offer Statement on Schedule TO with the SEC, and
Immunomedics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender
offer. IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER
TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of Immunomedics at no
expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at
the SEC’s web site at www.sec.gov. Additional copies may be obtained for free
by contacting Gilead or Immunomedics. Free copies of these materials and certain other offering documents.

 

 

 

 

 

 

 

Immunomedics Employee Q&A

 

What’s Next

 

When will the acquisition be complete?

 

The transaction is expected to close in the fourth quarter
of this year.

 

What happens between now and the close of the agreement?

 

Nothing will change between the signing and closing, as Gilead and Immunomedics
remain separate independent companies. Antitrust laws require the companies to remain separate, and to wait until the transaction
has received the requisite regulatory approvals before we begin working closely together.

 

Will I still have a role and when will I find out?

 

Gilead is impressed by the talent of the Immunomedics employees and we look
forward to welcoming the experienced team.

 

We value the innovative work you have done to advance Trodelvy and look forward
to working together to continue to advance this important new medicine for patients with cancer.

 

We are excited to welcome Immunomedics’ employees in the near future.

 

Are you keeping the New Jersey site?

 

We look forward to welcoming the talented team at Immunomedics and working
together to continue to advance this important new medicine for people with cancer.

 

Between now and the close of the agreement, we will work closely with the Immunomedics
team to evaluate the best operating model moving forward, including the role that the New Jersey site will play in our future operations.

 

We understand that the New Jersey site is key for the current supply of Trodelvy.
We deeply value the site team and the expertise and history with the mAB process.

 

Will Immunomedics continue to operate under the Immunomedics
name?

 

No. Once the deal closes, Immunomedics will become a subsidiary of Gilead
and operate under the Gilead name.

 

How is Gilead approaching the COVID-19 pandemic?

 

Since January of this year, when the pandemic first began to emerge and impact our colleagues in Asia, Gilead has prioritized
the health and safety of our employees to guide our response. While we do have a number of employees who are working on site daily
– those with physical location-dependent roles – the majority of our workforce is working remotely and will continue
to do so through the remainder of 2020.

 

As we work through the transition period, we will provide more information about remote work, our
plans for gradual return to site and other benefits offered to our employees to help navigate professional and personal challenges
associated with the pandemic.

 

CONFIDENTIAL – FOR INTERNAL USE
ONLY

 

Compensation and benefits

 

Will my compensation be impacted?

 

Base and bonus will remain the same. After the transaction is complete, you
will receive more information about your compensation.

 

Will I receive my paycheck on the same schedule?

 

Yes. At this time, paychecks will continue to be issued according to the same
schedule and process. If there are future changes in payroll, you will be notified in advance.

 

What happens to my 401(k)?

 

Immunomedics’ 401(k) will close at the time of the merger. You will receive
information about the opportunity to transfer your account to Fidelity, Gilead’s 401(k) provider.

 

What do I need to know about the Gilead 401(k) plan?

 

You will be eligible to enroll in the Gilead Sciences 401(k) plan, which provides
a company-matching contribution of 100%, up to $15,000 per year. Gilead’s matching contributions vest immediately. You may contribute
from 1% to 50% of your salary.

 

Please note: If you have already contributed the
IRS maximum of $19,500 (or $26,000 if age 50 or over) during 2020 with the Immunomedics 401(k) plan or another employer, you may
not contribute to the Gilead plan in 2020.

 

I have vested and unvested stock options. What happens to
stock options now?

 

At the closing of the transaction, each of your stock options that is outstanding, whether vested
or unvested, will by virtue of the transaction and without any action on your part, be accelerated and become fully vested and,
if unexercised as of immediately prior to the closing of the transaction, be cancelled and converted into the right to receive
a cash payment through the company’s payroll equal to the excess of $88 over the per share exercise price of such option
times the number of shares subject to such option, less any applicable taxes or other withholdings required by law. After cancellation,
your options will cease to exist.

 

How does the Gilead ESPP work?

 

Employees may contribute up to 15% of their salary, subject to IRS limits, on an after-tax basis
to purchase Gilead common stock at a discount. The purchase price of ESPP stock will be equal to 85% of the lower of the offering
price or the fair market value of Gilead stock on the purchase date (e.g., a six month “look-back” period).

 

How will the transition to Gilead’s benefits plans work?

 

Gilead employees will be transitioned to Gilead’s benefits programs after the acquisition
closes. Please look for more information about that process, as well as information on how to enroll in Gilead’s Employee
Stock Purchase Plan, in the coming weeks.

 

What U.S. health and wellness benefits does Gilead offer?

 

Gilead offers a comprehensive health and wellness program. We offer the following
medical plans:

Anthem Blue Cross PPO Saver 

Anthem Blue Cross EPO

Anthem Blue Cross PPO

 

2

 

CONFIDENTIAL – FOR INTERNAL USE
ONLY

 

Other offerings include Delta Dental, VSP Vision Care, life insurance, accidental
death and dismemberment (AD&D), family planning benefits, as well as 12 weeks of parental and family time off.

 

We also have a $500 wellbeing reimbursement provides help to cover the costs of a variety of personal
wellbeing choices, such as gym memberships, athletic equipment, weight loss programs, life coaching, massages, financial advising
and planning services.

 

Additionally, Gilead has introduced a number of benefits this year to help
employees manage the personal and professional challenges of the COVID-19 pandemic.

 

Will we move to Gilead’s holiday calendar? What
time-off benefits and holidays does Gilead offer and will we move to Gilead’s or maintain our own?

 

Yes, Immunomedics employees will move to Gilead’s holiday and time-off
benefits when Immunomedics employees are transitioned to Gilead’s benefits and systems.

 

In the U.S., Gilead offers 15 days of vacation for new hires, which increases
to 20 days after five years of service. Gilead also provides 10 sick days that employees can use for their own illness or to care
for an ill dependent.

 

Additionally, Gilead offers 14 paid holidays, including a July 4th holiday week and one floating
holiday. Gilead also offers a winter shutdown (we will be closed December 25, 2020 – January 4, 2021).

 

The company also offers a paid day for employees to use to volunteer at an
organization of their choosing.

 

Gilead offers 12 weeks of paid family or parental time off to help employees
care for an ill family member or to bond with a new child when taking a leave of absence.

 

Immunomedics employees’ years of service will transfer and be counted
toward the number of years of employment at Gilead at the time the acquisition closes. This will apply to vacation accrual.

 

When will my 2020 bonus be paid?

 

Immunomedics employees will receive their 2020 bonuses in February/March 2021.
The corporate achievement will be 150%, based on the outstanding achievements this year. Individual achievement will be evaluated
by employees’ manager.

 

Will the corporate part of my 2020 bonus be based on Gilead
results or Immunomedics results?

 

Employee bonuses for 2020 will be evaluated based on
Immunomedics’ results.

 

Will my performance review process stay the same?

 

We anticipate it will be the same in 2020 and will work through the details
during the transition period.

 

3

 

CONFIDENTIAL – FOR INTERNAL USE
ONLY

 

Information Technology

 

When will I have a Gilead email address?

 

You will keep your current
email address while we continue to evaluate the best way to integrate the two companies.

 

Will I receive a Gilead computer?

 

You will keep your current
computer while we continue to evaluate the best way to integrate the two companies.

 

Will I keep my phone numbers (office & mobile)?

 

Yes.

 

Forward-looking statements

 

This
communication contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995,
related to Gilead, Immunomedics and the acquisition of Immunomedics by Gilead that are subject to risks, uncertainties and other
factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements,
including all statements regarding the intent, belief or current expectation of the companies’ and members of their senior
management team. Forward-looking statements include, without limitation, statements regarding the business combination and related
matters, prospective performance and opportunities, post-closing operations and the outlook for the companies’ businesses,
including, without limitation, the ability of Gilead to advance Immunomedics’ product pipeline and successfully commercialize
Trodelvy; expectations for achieving full U.S. Food and Drug Administration approval based on Immunomedics’ confirmatory
data for Trodelvy and Immunomedics’ development of Trodelvy for additional indications; clinical trials (including the anticipated
timing of clinical data; the funding therefor, anticipated patient enrollment, trial outcomes, timing or associated costs); the
possibility of unfavorable results from clinical trials; regulatory applications and related timelines, including the filing and
approval timelines for Biologics License Applications and supplements; filings and approvals relating to the transaction;
the expected timing of the completion of the transaction; the ability to complete the transaction considering the various
closing conditions; difficulties or unanticipated expenses in connection with integrating the companies; and any assumptions
underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements.

 

Actual
results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties
that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties
as to the timing of the tender offer and merger; uncertainties as to how many of Immunomedics’ stockholders will tender
their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions
for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; the effects of the transaction on relationships with employees, other business
partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions,
if any; Immunomedics’ ability to meet post-approval compliance obligations (on topics including but not limited to product
quality, product distribution and supply chain requirements, and promotional and marketing compliance); imposition of significant
post-approval regulatory requirements on Immunomedics’ products, including a requirement for a post-approval confirmatory
clinical study, or failure to maintain (if received) or obtain full regulatory approval for Immunomedics’ products due to
a

 

4

 

CONFIDENTIAL – FOR INTERNAL USE
ONLY

 

failure
to satisfy post-approval regulatory requirements, such as the submission of sufficient data from a confirmatory clinical study;
the impact of competitive products and pricing; other business effects, including the effects of industry, economic or political
conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; adverse impacts
on business, operating results or financial condition in the future due to pandemics, epidemics or outbreaks, such as COVID-19;
and other risks and uncertainties detailed from time to time in the companies’ periodic reports filed with the U.S. Securities
and Exchange Commission (the “SEC”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Immunomedics and the Schedule TO and related tender offer documents
to be filed by Gilead and Maui Merger Sub, Inc., a wholly owned subsidiary of Gilead. All forward-looking statements are based
on information currently available to Gilead and Immunomedics, and Gilead and Immunomedics assume no obligation and disclaim any
intent to update any such forward-looking statements.

 

Additional information and where to find it

 

The tender offer described in this communication has
not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an
offer to sell shares of Immunomedics, nor is it a substitute for any tender offer materials that Gilead, Purchaser or Immunomedics
will file with the SEC. A solicitation and an offer to buy shares of Immunomedics will be made only pursuant to an offer to purchase
and related materials that Gilead intends to file with the SEC. At the time the tender offer is commenced, Gilead will file a Tender
Offer Statement on Schedule TO with the SEC, and Immunomedics will file a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the tender offer. IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND
THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of Immunomedics
at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free
at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free
by contacting Gilead or Immunomedics. Free copies of these materials and certain other offering documents.

 

5

 

Exhibit 99.5

Gilead
Tweet (@GileadSciences), September 13, 2020

 

Today we announced
we will acquire @ImmunomedicsInc, providing Gilead with a foundational, first-in-class commerical oncology product.

bit.ly/2FiALrD.

 

 

Forward-Looking Statements

 

This document contains forward-looking
statements, within the meaning of the Private Securities Litigation
Reform Act of 1995, related to Gilead, Immunomedics and the acquisition of Immunomedics by Gilead that are subject to risks, uncertainties
and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking
statements, including all statements regarding: the intent, belief or current expectation of the companies’ and members of
their senior management team. Forward-looking statements include, without limitation, statements regarding the business combination
and related matters, prospective performance and opportunities, post-closing operations and the outlook for the companies’
businesses, including, without limitation, the ability of Gilead to advance Immunomedics’ product pipeline and successfully
commercialize Trodelvy; expectations for achieving full U.S. Food and Drug Administration approval based on Immunomedics’
confirmatory data for Trodelvy and Immunomedics’ development of Trodelvy for additional indications; clinical trials (including
the anticipated timing of clinical data, the funding therefor, anticipated patient enrollment, trial outcomes, timing or associated
costs); the possibility of unfavorable results from clinical trials; regulatory applications and related timelines, including
the filing and approval timelines for Biologics License Applications and supplements; filings and approvals relating to the transaction;
the expected timing of the completion of the transaction; the ability to complete the transaction considering the various
closing conditions; difficulties or unanticipated expenses in connection with integrating the companies; and any assumptions
underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements.
Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties
that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties
as to the timing of the tender offer and merger; uncertainties as to how many of Immunomedics’ stockholders will tender
their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions
for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; the effects of the transaction on relationships with employees, other business
partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions,
if any; Immunomedics’ ability to meet post-approval compliance obligations (on topics including but not limited to product
quality, product

 

distribution and supply chain requirements,
and promotional and marketing compliance); imposition of significant post-approval regulatory requirements on Immunomedics’
products, including a requirement for a post-approval confirmatory clinical study, or failure to maintain (if received) or obtain
full regulatory approval for Immunomedics’ products due to a failure to satisfy post-approval regulatory requirements, such
as the submission of sufficient data from a confirmatory clinical study; the impact of competitive products and pricing;
other business effects, including the effects of industry, economic or political conditions outside of the companies’ control;
transaction costs; actual or contingent liabilities; adverse impacts on business, operating results or financial condition
in the future due to pandemics, epidemics or outbreaks, such as COVID-19; and other risks and uncertainties detailed from time
to time in the companies’ periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”),
including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule
14D-9 to be filed by Immunomedics and the Schedule TO and related tender offer documents to be filed by Gilead and Purchaser. All
forward-looking statements are based on information currently available to Gilead and Immunomedics, and Gilead and Immunomedics
assume no obligation and disclaim any intent to update any such forward-looking statements.

 

Additional Information and Where to Find It

 

The tender offer described in this document
has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation
of an offer to sell shares of Immunomedics, nor is it a substitute for any tender offer materials that Gilead, Purchaser or Immunomedics
will file with the SEC. A solicitation and an offer to buy shares of Immunomedics will be made only pursuant to an offer to purchase
and related materials that Gilead intends to file with the SEC. At the time the tender offer is commenced, Gilead will file a
Tender Offer Statement on Schedule TO with the SEC, and Immunomedics will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the tender offer. IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of Immunomedics
at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free
at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free
by contacting Gilead or Immunomedics. Free copies of these materials and certain other offering documents will be made available
by Gilead by mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, attention: Investor Relations, by phone
at 1-800-GILEAD-5 or 1-650-574-3000, or by directing requests for such materials to the information agent for the offer, which
will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by Immunomedics will be available free
of charge under the “Investors” section of Immunomedics’ internet website at Immunomedics.com.

 

In addition to the Offer to Purchase,
the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement,
Gilead and Immunomedics file annual, quarterly and current reports, proxy statements and other information with the SEC. Gilead’s
and Immunomedics’ filings with the SEC are also available for free to the public from commercial document-retrieval services
and at the website maintained by the SEC at www.sec.gov.

 

 

 

 

 

Exhibit
99.6

 

Email
to Immunomedics Employees

 

Hello
Everyone, 

 

I’m
very much looking forward to joining you virtually tomorrow for the townhall and wanted to share a few brief words in the meantime.

 

Let
me start by saying how much respect I have for the incredible work you are doing at Immunomedics, and everything you have achieved
to date. That respect is very much shared by the team at Gilead. We are delighted to have this opportunity to work with you in
helping to bring the benefits of Trodelvy to patients around the world.

 

I
know that the success you have achieved at Immunomedics is only possible when you have highly talented and committed individuals
across the organization. We feel fortunate that we will now benefit from your talent and expertise, as we continue to build Gilead’s
growing presence in oncology. I imagine you will have many questions about the future as you digest today’s news, and I
want to assure you that we will do our best to provide answers as quickly as possible.

 

I
have enjoyed getting to know Behzad in the lead up to today and I’m looking forward to learning more about the team and
the work that you do. It is already clear to me that our two companies share common values and principles and a mission of helping
patients to defeat their cancer. This mission has been a constant for me throughout my career and is important to all of us at
Gilead.

 

I
look forward to connecting tomorrow and to starting the conversation about what I believe will be an exciting future ahead.

 

Dan 

 

 

Forward-Looking Statements

 

This document contains forward-looking
statements, within the meaning of the Private Securities Litigation Reform
Act of 1995, related to Gilead, Immunomedics and the acquisition of Immunomedics by Gilead that are subject to risks, uncertainties
and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking
statements, including all statements regarding: the intent, belief or current expectation of the companies’ and members of
their senior management team. Forward-looking statements include, without limitation, statements regarding the business combination
and related matters, prospective performance and opportunities, post-closing operations and the outlook for the companies’
businesses, including, without limitation, the ability of Gilead to advance Immunomedics’ product pipeline and successfully
commercialize Trodelvy; expectations for achieving full U.S. Food and Drug Administration approval based on Immunomedics’
confirmatory data for Trodelvy and Immunomedics’ development of Trodelvy for additional indications; clinical trials (including
the anticipated timing of clinical data, the funding therefor, anticipated patient enrollment, trial outcomes, timing or associated
costs); the possibility of unfavorable results from clinical trials; regulatory applications and related timelines, including
the filing and approval timelines for Biologics License Applications and supplements; filings and approvals relating to the transaction;
the expected timing of the completion of the transaction; the ability to complete the transaction considering the various
closing conditions; difficulties or unanticipated expenses in connection with integrating the companies; and any assumptions
underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements.
Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties
that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties
as to the timing of the tender offer and merger; uncertainties as to how many of Immunomedics’ stockholders will tender
their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions
for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or

 

refuse to grant approval for the consummation of the transaction;
the effects of the transaction on relationships with employees, other business partners or governmental entities; the difficulty
of predicting the timing or outcome of regulatory approvals or actions, if any; Immunomedics’ ability to meet post-approval
compliance obligations (on topics including but not limited to product quality, product distribution and supply chain requirements,
and promotional and marketing compliance); imposition of significant post-approval regulatory requirements on Immunomedics’
products, including a requirement for a post-approval confirmatory clinical study, or failure to maintain (if received) or obtain
full regulatory approval for Immunomedics’ products due to a failure to satisfy post-approval regulatory requirements, such
as the submission of sufficient data from a confirmatory clinical study; the impact of competitive products and pricing;
other business effects, including the effects of industry, economic or political conditions outside of the companies’ control;
transaction costs; actual or contingent liabilities; adverse impacts on business, operating results or financial condition
in the future due to pandemics, epidemics or outbreaks, such as COVID-19; and other risks and uncertainties detailed from time
to time in the companies’ periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”),
including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule
14D-9 to be filed by Immunomedics and the Schedule TO and related tender offer documents to be filed by Gilead and Purchaser. All
forward-looking statements are based on information currently available to Gilead and Immunomedics, and Gilead and Immunomedics
assume no obligation and disclaim any intent to update any such forward-looking statements.

 

Additional Information and Where to Find It

 

The tender offer described in this document
has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation
of an offer to sell shares of Immunomedics, nor is it a substitute for any tender offer materials that Gilead, Purchaser or Immunomedics
will file with the SEC. A solicitation and an offer to buy shares of Immunomedics will be made only pursuant to an offer to purchase
and related materials that Gilead intends to file with the SEC. At the time the tender offer is commenced, Gilead will file a
Tender Offer Statement on Schedule TO with the SEC, and Immunomedics will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the tender offer. IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of Immunomedics
at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free
at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free
by contacting Gilead or Immunomedics. Free copies of these materials and certain other offering documents will be made available
by Gilead by mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, attention: Investor Relations, by phone
at 1-800-GILEAD-5 or 1-650-574-3000, or by directing requests for such materials to the information agent for the offer, which
will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by Immunomedics will be available free
of charge under the “Investors” section of Immunomedics’ internet website at Immunomedics.com.

 

In addition to the Offer to Purchase,
the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement,
Gilead and Immunomedics file annual, quarterly and current reports, proxy statements and other information with the SEC. Gilead’s
and Immunomedics’ filings with the SEC are also available for free to the public from commercial document-retrieval services
and at the website maintained by the SEC at www.sec.gov.

  



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