Employee Stock Purchase Plan - Gilead Sciences Inc.


                               GILEAD SCIENCES, INC.

                            EMPLOYEE STOCK PURCHASE PLAN

                             ADOPTED NOVEMBER 15, 1991
                                AMENDED MAY 25, 1994
                       AMENDED AND RESTATED JANUARY 22, 1998
                       APPROVED BY STOCKHOLDERS MAY 27, 1998
                               AMENDED MARCH 30, 1999

                         TERMINATION DATE: JANUARY 21, 2008


     1.   PURPOSE. 

          (a)  The purpose of the Employee Stock Purchase Plan ('the Plan') 
is to provide a means by which employees of GILEAD SCIENCES, INC., a Delaware 
corporation (the 'Company'), and its Affiliates, as defined in subparagraph 
1(c), which are designated as provided in subparagraph 2(b), may be given an 
opportunity to purchase stock of the Company.

          (b)  Plan initially was adopted on November 15, 1991 and 
subsequently amended on May 25, 1994 (the 'Initial Plan').  The Initial Plan 
hereby is amended and restated in its entirety effective as of January 22, 
1998.  The terms of the Initial Plan (other than the aggregate number of 
shares issuable thereunder) shall remain in effect and apply to all options 
granted pursuant to the Initial Plan.

          (c)  The word 'Affiliate' as used in the Plan means any parent 
corporation or subsidiary corporation of the Company, as those terms are 
defined in Sections 424(e) and (f), respectively, of the Internal Revenue 
Code of 1986, as amended (the 'Code').

          (d)  The Company, by means of the Plan, seeks to retain the 
services of its employees, to secure and retain the services of new 
employees, and to provide incentives for such persons to exert maximum 
efforts for the success of the Company.

          (e)  The Company intends that the rights to purchase stock of the 
Company granted under the Plan be considered options issued under an 
'employee stock purchase plan' as that term is defined in Section 423(b) of 
the Code.

     2.   ADMINISTRATION. 

          (a)  The Plan shall be administered by the Board of Directors (the 
'Board') of the Company unless and until the Board delegates administration 
to a Committee, as provided in subparagraph 2(c).  Whether or not the Board 
has delegated administration, the Board shall have 


                                       1.



the final power to determine all questions of policy and expediency that may 
arise in the administration of the Plan.

          (b)  The Board shall have the power, subject to, and within the 
limitations of, the express provisions of the Plan:

               (i)   To determine when and how rights to purchase stock of 
the Company shall be granted and the provisions of each offering of such 
rights (which need not be identical).

               (ii)  To designate from time to time which Affiliates of the 
Company shall be eligible to participate in the Plan.

               (iii) To construe and interpret the Plan and rights granted 
under it, and to establish, amend and revoke rules and regulations for its 
administration.  The Board, in the exercise of this power, may correct any 
defect, omission or inconsistency in the Plan, in a manner and to the extent 
it shall deem necessary or expedient to make the Plan fully effective.

               (iv)  To amend the Plan as provided in paragraph 13.

               (v)   Generally, to exercise such powers and to perform such 
acts as the Board deems necessary or expedient to promote the best interests 
of the Company.

          (c)  The Board may delegate administration of the Plan to a 
Committee composed of not fewer than two (2) members of the Board (the 
'Committee').  If administration is delegated to a Committee, the Committee 
shall have, in connection with the administration of the Plan, the powers 
theretofore possessed by the Board, subject, however, to such resolutions, 
not inconsistent with the provisions of the Plan, as may be adopted from time 
to time by the Board.  The Board may abolish the Committee at any time and 
revest in the Board the administration of the Plan.

     3.   SHARES SUBJECT TO THE PLAN.

          Subject to the provisions of paragraph 12 relating to adjustments 
upon changes in stock, the stock that may be sold pursuant to rights granted 
under the Plan shall not exceed in the aggregate one million five hundred 
eighty thousand (1,580,000) shares of the Company's $.001 par value common 
stock (the 'Common Stock').  If any right granted under the Plan shall for 
any reason terminate without having been exercised, the Common Stock not 
purchased under such right shall again become available for the Plan.  The 
stock subject to the Plan may be unissued shares or reacquired shares, bought 
on the market or otherwise.     

     4.   GRANT OF RIGHTS; OFFERING.

          The Board or the Committee may from time to time grant or provide 
for the grant of rights to purchase Common Stock of the Company under the 
Plan to eligible employees (an 'Offering') on a date or dates (the 'Offering 
Date(s)') selected by the Board or the Committee.  


                                       2.



Each Offering shall be in such form and shall contain such terms and 
conditions as the Board or the Committee shall deem appropriate.  If an 
employee has more than one right outstanding under the Plan, unless he or she 
otherwise indicates in agreements or notices delivered hereunder:  (1) each 
agreement or notice delivered by that employee will be deemed to apply to all 
of his or her rights under the Plan, and (2) a right with a lower exercise 
price (or an earlier-granted right, if two rights have identical exercise 
prices), will be exercised to the fullest possible extent before a right with 
a higher exercise price (or a later-granted right, if two rights have 
identical exercise prices) will be exercised.  The provisions of separate 
Offerings need not be identical, but each Offering shall include (through 
incorporation of the provisions of this Plan by reference in the Offering or 
otherwise) the substance of the provisions contained in paragraphs 5 through 
8, inclusive.

     5.   ELIGIBILITY. 

          (a)  Rights may be granted only to employees of the Company or, as 
the Board or the Committee may designate as provided in subparagraph 2(b), to 
employees of any Affiliate of the Company.  Except as provided in 
subparagraph 5(b), an employee of the Company or any Affiliate shall not be 
eligible to be granted rights under the Plan, unless, on the Offering Date, 
such employee has been in the employ of the Company or any Affiliate for such 
continuous period preceding such grant as the Board or the Committee may 
require, but in no event shall the required period of continuous employment 
be equal to or greater than two (2) years.  In addition, unless otherwise 
determined by the Board or the Committee and set forth in the terms of the 
applicable Offering, no employee of the Company or any Affiliate shall be 
eligible to be granted rights under the Plan, unless, on the Offering Date, 
such employee's customary employment with the Company or such Affiliate is at 
least twenty (20) hours per week and at least five (5) months per calendar 
year.

          (b)  The Board or the Committee may provide that, each person who, 
during the course of an Offering, first becomes an eligible employee of the 
Company or designated Affiliate will, on a date or dates specified in the 
Offering which coincides with the day on which such person becomes an 
eligible employee or occurs thereafter, receive a right under that Offering, 
which right shall thereafter be deemed to be a part of that Offering.  Such 
right shall have the same characteristics as any rights originally granted 
under that Offering, as described herein, except that:

               (i)   the date on which such right is granted shall be the 
'Offering Date' of such right for all purposes, including determination of 
the exercise price of such right; 

               (ii)  the Purchase Period (as defined below) for such right 
shall begin on its Offering Date and end coincident with the end of such 
Offering; and 

               (iii) the Board or the Committee may provide that if such 
person first becomes an eligible employee within a specified period of time 
before the end of the Purchase Period (as defined below) for such Offering, 
he or she will not receive any right under that Offering.


                                       3.



          (c)  No employee shall be eligible for the grant of any rights 
under the Plan if, immediately after any such rights are granted, such 
employee owns stock possessing five percent (5%) or more of the total 
combined voting power or value of all classes of stock of the Company or of 
any Affiliate.  For purposes of this subparagraph 5(c), the rules of Section 
424(d) of the Code shall apply in determining the stock ownership of any 
employee, and stock which such employee may purchase under all outstanding 
rights and options shall be treated as stock owned by such employee.

          (d)  An eligible employee may be granted rights under the Plan only 
if such rights, together with any other rights granted under 'employee stock 
purchase plans' of the Company and any Affiliates, as specified by Section 
423(b)(8) of the Code, do not permit such employee's rights to purchase stock 
of the Company or any Affiliate to accrue at a rate which exceeds twenty-five 
thousand dollars ($25,000) of fair market value of such stock (determined at 
the time such rights are granted) for each calendar year in which such rights 
are outstanding at any time.

          (e)  Officers of the Company and any designated Affiliate shall be 
eligible to participate in Offerings under the Plan, provided, however, that 
the Board may provide in an Offering that certain employees who are highly 
compensated employees within the meaning of Section 423(b)(4)(D) of the Code 
shall not be eligible to participate.

     6.   RIGHTS; PURCHASE PRICE.

          (a)  On each Offering Date, each eligible employee, pursuant to an 
Offering made under the Plan, shall be granted the right to purchase the 
number of shares of Common Stock of the Company purchasable with up to 
fifteen percent (15%) (or such lower percentage as the Board determines for a 
particular Offering) of such employee's Earnings (as defined in Section 7(a)) 
during the period which begins on the Offering Date (or such later date as 
the Board determines for a particular Offering) and ends on the date stated 
in the Offering, which date shall be no more than twenty-seven (27) months 
after the Offering Date (the 'Purchase Period').  In connection with each 
Offering made under this Plan, the Board or the Committee shall specify a 
maximum number of shares which may be purchased by any employee as well as a 
maximum aggregate number of shares which may be purchased by all eligible 
employees pursuant to such Offering.  In addition, in connection with each 
Offering which contains more than one Exercise Date (as defined in the 
Offering), the Board or the Committee may specify a maximum aggregate number 
of shares which may be purchased by all eligible employees on any given 
Exercise Date under the Offering.  If the aggregate purchase of shares upon 
exercise of rights granted under the Offering would exceed any such maximum 
aggregate number, the Board or the Committee shall make a pro rata allocation 
of the shares available in as nearly a uniform manner as shall be practicable 
and as it shall deem to be equitable.

          (b)  In connection with each Offering made under the Plan, the 
Board or the Committee may specify a maximum number of shares that may be 
purchased by any employee as well as a maximum aggregate number of shares 
that may be purchased by all eligible employees pursuant to such Offering.  
In addition, in connection with each Offering that contains more than one 
Purchase Date, the Board or the Committee may specify a maximum aggregate 


                                       4.



number of shares which may be purchased by all eligible employees on any 
given Purchase Date under the Offering.  If the aggregate purchase of shares 
upon exercise of rights granted under the Offering would exceed any such 
maximum aggregate number, the Board or the Committee shall make a pro rata 
allocation of the shares available in as nearly a uniform manner as shall be 
practicable and as it shall deem to be equitable.

          (c)  The purchase price of stock acquired pursuant to rights 
granted under the Plan shall be not less than the lesser of:

               (i)   an amount equal to eighty-five percent (85%) of the fair 
market value of the stock on the Offering Date; or

               (ii)  an amount equal to eighty-five percent (85%) of the fair 
market value of the stock on the Exercise Date.

     7.   PARTICIPATION; WITHDRAWAL; TERMINATION.

          (a)  An eligible employee may become a participant in an Offering 
by delivering a participation agreement to the Company within the time 
specified in the Offering, in such form as the Company provides.  Each such 
agreement shall authorize payroll deductions of up to fifteen percent (15%) 
(or such lower percentage as the Board determines for a particular Offering) 
of such employee's Earnings during the Purchase Period.  'Earnings' is 
defined as an employee's total compensation, including all salary, wages and 
other remuneration paid to an employee (including amounts elected to be 
deferred by the employee, that would otherwise have been paid, under any cash 
or deferred arrangement established by the Company), overtime pay, 
commissions, bonuses, profit sharing, any special payments for extraordinary 
services, provided, however, that the Board in its sole discretion may limit 
the above definition from time to time with respect to each Offering.  The 
payroll deductions made for each participant shall be credited to an account 
for such participant under the Plan and shall be deposited with the general 
funds of the Company.  A participant may reduce, increase or begin such 
payroll deductions after the beginning of any Purchase Period only as 
provided for in the Offering.  A participant may make additional payments 
into his or her account only if specifically provided for in the Offering and 
only if the participant has not had the maximum amount withheld during the 
Purchase Period.

          (b)  At any time during a Purchase Period a participant may 
terminate his or her payroll deductions under the Plan and withdraw from the 
Offering by delivering to the Company a notice of withdrawal in such form as 
the Company provides.  Such withdrawal may be elected at any time prior to 
the end of the Purchase Period.  Upon such withdrawal from the Offering by a 
participant, the Company shall distribute to such participant all of his or 
her accumulated payroll deductions (reduced to the extent, if any, such 
deductions have been used to acquire stock for the participant) under the 
Offering, without interest unless the terms of the Offering specifically so 
provide, and such participant's interest in that Offering shall be 
automatically terminated.  A participant's withdrawal from an Offering will 
have no effect upon such participant's eligibility to participate in any 
other Offerings under the Plan but such participant will be required to 
deliver a new participation agreement in order to participate in subsequent 
Offerings under the Plan.


                                       5.



          (c)  Rights granted pursuant to any Offering under the Plan shall 
terminate immediately upon cessation of any participating employee's 
employment with the Company or an Affiliate, for any reason, and the Company 
shall distribute to such terminated employee all of his or her accumulated 
payroll deductions (reduced to the extent, if any, such deductions have been 
used to acquire stock for the terminated employee), under the Offering, 
without interest unless the terms of the Offering specifically so provide. 

          (d)  Rights granted under the Plan shall not be transferable by a 
participant otherwise than by will or the laws of descent and distribution, 
or by a beneficiary designation as provided in paragraph 14 and, otherwise 
during his or her lifetime, shall be exercisable only by the person to whom 
such rights are granted.

     8.   EXERCISE.  

          (a)  On each exercise date, as defined in the relevant Offering (an 
'Exercise Date'), each participant's accumulated payroll deductions (without 
any increase for interest unless the terms of the Offering specifically so 
provide) will be applied to the purchase of whole shares of stock of the 
Company, up to the maximum number of shares permitted pursuant to the terms 
of the Plan and the applicable Offering, at the purchase price specified in 
the Offering.  No fractional shares shall be issued upon the exercise of 
rights granted under the Plan.  The amount, if any, of accumulated payroll 
deductions remaining in each participant's account after the purchase of 
shares which is less than the amount required to purchase one share of stock 
on the final Exercise Date of an Offering shall be held in each such 
participant's account for the purchase of shares under the next Offering 
under the Plan, unless such participant withdraws from such next Offering, as 
provided in subparagraph 7(b), or is no longer eligible to be granted rights 
under the Plan, as provided in paragraph 5, in which case such amount shall 
be distributed to the participant after said final Exercise Date, without 
interest unless the terms of the Offering specifically so provide.  The 
amount, if any, of accumulated payroll deductions remaining in any 
participant's account after the purchase of shares which is equal to the 
amount required to purchase whole shares of stock on the final Exercise Date 
of an Offering shall be distributed in full to the participant after such 
Exercise Date, without interest unless the terms of the Offering specifically 
so provide. 

          (b)  No rights granted under the Plan may be exercised to any 
extent unless the Plan (including rights granted thereunder) is covered by an 
effective registration statement pursuant to the Securities Act of 1933, as 
amended (the 'Securities Act').  If on an Exercise Date of any Offering 
hereunder the Plan is not so registered, no rights granted under the Plan or 
any Offering shall be exercised on said Exercise Date and all payroll 
deductions accumulated during the purchase period (reduced to the extent, if 
any, such deductions have been used to acquire stock) shall be distributed to 
the participants, without interest unless the terms of the Offering 
specifically so provide. 

          (c)  Shares of stock of the Company that are purchased may be 
registered in the name of the participant or jointly in the name of the 
participant and his or her spouse as joint tenants with right of survivorship 
or community property.


                                       6.



     9.   COVENANTS OF THE COMPANY.

          (a)  During the terms of the rights granted under the Plan, the 
Company shall keep available at all times the number of shares of stock 
required to satisfy such rights.

          (b)  The Company shall seek to obtain from each regulatory 
commission or agency having jurisdiction over the Plan such authority as may 
be required to issue and sell shares of stock upon exercise of the rights 
granted under the Plan.  If, after reasonable efforts, the Company is unable 
to obtain from any such regulatory commission or agency the authority which 
counsel for the Company deems necessary for the lawful issuance and sale of 
stock under the Plan, the Company shall be relieved from any liability for 
failure to issue and sell stock upon exercise of such rights unless and until 
such authority is obtained.

     10.  USE OF PROCEEDS FROM STOCK.

          Proceeds from the sale of stock pursuant to rights granted under 
the Plan shall constitute general funds of the Company.

     11.  RIGHTS AS A STOCKHOLDER.

          A participant shall not be deemed to be the holder of, or to have 
any of the rights of a holder with respect to, any shares subject to rights 
granted under the Plan unless and until certificates representing such shares 
shall have been issued.

     12.  ADJUSTMENTS UPON CHANGES IN STOCK.

          (a)  If any change is made in the stock subject to the Plan, or 
subject to any rights granted under the Plan (through merger, consolidation, 
reorganization, recapitalization, stock dividend, dividend in property other 
than cash, stock split, liquidating dividend, combination of shares, exchange 
of shares, change in corporate structure or otherwise), the Plan and 
outstanding rights will be appropriately adjusted in the class(es) and 
maximum number of shares subject to the Plan and the class(es) and number of 
shares and price per share of stock subject to outstanding rights.

          (b)  In the event of:  (1) a dissolution or liquidation of the 
Company; (2) a merger or consolidation in which the Company is not the 
surviving corporation; (3) a reverse merger in which the Company is the 
surviving corporation but the shares of the Company's Common Stock  
outstanding immediately preceding the merger are converted by virtue of the 
merger into other property, whether in the form of securities, cash or 
otherwise; or (4) any other capital reorganization in which more than fifty 
percent (50%) of the shares of the Company entitled to vote are exchanged, 
then, as determined by the Board in its sole discretion (i) any surviving 
corporation may assume outstanding rights or substitute similar rights for 
those under the Plan, (ii) such rights may continue in full force and effect, 
or (iii) participants' accumulated payroll deductions may be used to purchase 
Common Stock immediately prior to the transaction described above and the 
participants' rights under the ongoing Offering terminated.  


                                       7.



     13.  AMENDMENT OF THE PLAN.

          (a)  The Board at any time, and from time to time, may amend the 
Plan. However, except as provided in paragraph 12 relating to adjustments 
upon changes in stock, no amendment shall be effective unless approved by the 
stockholders of the Company within twelve (12) months before or after the 
adoption of the amendment, where the amendment will:

               (i)   Increase the number of shares reserved for rights under 
the Plan;

               (ii)  Modify the provisions as to eligibility for 
participation in the Plan (to the extent such modification requires 
stockholder approval in order for the Plan to obtain employee stock purchase 
plan treatment under Section 423 of the Code or to comply with the 
requirements of Rule 16b-3 promulgated under the Exchange Act of 1934, as 
amended ( the 'Exchange Act')); or 

               (iii) Modify the Plan in any other way if such modification 
requires stockholder approval in order for the Plan to obtain employee stock 
purchase plan treatment under Section 423 of the Code or to comply with the 
requirements of Rule 16b-3 promulgated under the Exchange Act or any Nasdaq 
or securities exchange listing requirements.

The Board may, in its sole discretion, submit any other amendment to the Plan 
for stockholder approval.  It is expressly contemplated that the Board may 
amend the Plan in any respect the Board deems necessary or advisable to 
provide eligible employees with the maximum benefits provided or to be 
provided under the provisions of the Code and the regulations promulgated 
thereunder relating to employee stock purchase plans and/or to bring the Plan 
and/or rights granted under it into compliance therewith.

          (b)  Rights and obligations under any rights granted before 
amendment of the Plan shall not be altered or impaired by any amendment of 
the Plan, except with the consent of the person to whom such rights were 
granted or except as necessary to comply with any laws or governmental 
regulations or to ensure that the Plan and/or rights granted under the Plan 
comply with the requirements of Section 423 of the Code.

     14.  DESIGNATION OF BENEFICIARY.

          (a)  A participant may file a written designation of a beneficiary 
who is to receive any shares and cash, if any, from the participant's account 
under the Plan in the event of such participant's death subsequent to the end 
of an Offering but prior to delivery to the participant of such shares and 
cash.  In addition, a participant may file a written designation of a 
beneficiary who is to receive any cash from the participant's account under 
the Plan in the event of such participant's death during an Offering.

          (b)  The participant may change such designation of beneficiary at 
any time by written notice.  In the event of the death of a participant and 
in the absence of a beneficiary validly designated under the Plan who is 
living at the time of such participant's death, the Company shall deliver 
such shares and/or cash to the executor or administrator of the estate of 


                                       8.



the participant, or if no such executor or administrator has been appointed 
(to the knowledge of the Company), the Company, in its sole discretion, may 
deliver such shares and/or cash to the spouse or to any one or more 
dependents or relatives of the participant, or if no spouse, dependent or 
relative is known to the Company, then to such other person as the Company 
may designate.

     15.  TERMINATION OR SUSPENSION OF THE PLAN.

          (a)  The Board may suspend or terminate the Plan at any time.  
Unless sooner terminated, the Plan shall terminate ten (10) years from the 
date the Plan is adopted by the Board or approved by the stockholders of the 
Company, whichever is earlier.  No rights may be granted under the Plan while 
the Plan is suspended or after it is terminated.

          (b)  Rights and obligations under any rights granted while the Plan 
is in effect shall not be impaired by suspension or termination of the Plan, 
except as expressly provided in the Plan or with the consent of the person to 
whom such rights were granted, or except as necessary to comply with any laws 
or governmental regulation or to ensure that the Plan and/or rights granted 
under the Plan comply with the requirements of Section 423 of the Code.

     16.  EFFECTIVE DATE OF PLAN.

          The Plan shall become effective as determined by the Board, but no 
rights granted under the Plan shall be exercised unless and until the 
stockholders of the Company have approved the Plan.



                                      9.