{"id":43782,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/voting-agreement-gilead-sciences-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"voting-agreement-gilead-sciences-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/voting-agreement-gilead-sciences-inc.html","title":{"rendered":"Voting Agreement &#8211; Gilead Sciences Inc."},"content":{"rendered":"<pre>                                   VOTING AGREEMENT\n\n     THIS VOTING AGREEMENT is entered into as of February __, 1999, by and\nbetween GILEAD SCIENCES, INC., a Delaware corporation ('Parent'), and ________\n___________ ('Stockholder').\n\n                                       RECITALS\n\n     A.   Parent, Gazelle Acquisition Sub, Inc., a Delaware corporation and a\nwholly owned subsidiary of Parent ('Merger Sub'), and NeXstar Pharmaceuticals,\nInc., a Delaware corporation (the 'Company'), are entering into an Agreement and\nPlan of Merger of even date herewith (the 'Merger Agreement') which provides\n(subject to the conditions set forth therein) for the merger of Merger Sub into\nthe Company (the 'Merger').\n\n     B.   In order to induce Parent and Merger Sub to enter into the Merger\nAgreement, Stockholder is entering into this Voting Agreement.\n\n                                      AGREEMENT\n\n     The parties to this Voting Agreement, intending to be legally bound, agree\nas follows:\n\nSECTION 1.     CERTAIN DEFINITIONS.\n\n          For purposes of this Voting Agreement:\n\n          (a)  'COMPANY COMMON STOCK' shall mean the common stock, par value\n$.01 per share, of the Company.\n\n          (b)  'EXPIRATION DATE' shall mean the earlier of (i) the date upon\nwhich the Merger Agreement is validly terminated, or (ii) the date upon which\nthe Merger becomes effective.\n\n          (c)  Stockholder shall be deemed to 'OWN' or to have acquired\n'OWNERSHIP' of a security if Stockholder: (i) is the record owner of such\nsecurity; or (ii) is the 'beneficial owner' (within the meaning of Rule 13d-3\nunder the Securities Exchange Act of 1934) of such security.\n\n          (d)  'PERSON' shall mean any (i) individual, (ii) corporation, limited\nliability company, partnership, trust or other entity, or (iii) governmental\nauthority.\n\n          (e)  'SUBJECT SECURITIES' shall mean: (i) all securities of the\nCompany (including all shares of Company Common Stock and all options, warrants\nand other rights to acquire shares of Company Common Stock) Owned by Stockholder\nas of the\n\n\n                                           \n\n\ndate of this Voting Agreement; and (ii) all additional securities of the Company\n(including all additional shares of Company Common Stock and all additional\noptions, warrants and other rights to acquire shares of Company Common Stock) of\nwhich Stockholder acquires Ownership during the period from the date of this\nVoting Agreement through the Expiration Date.\n\n          (f)  A Person shall be deemed to have a effected a 'TRANSFER' of a\nsecurity if such Person directly or indirectly: (i) sells, pledges, encumbers,\ngrants an option with respect to, transfers, distributes or disposes of such\nsecurity or any interest in such security; or (ii) enters into an agreement or\ncommitment contemplating the possible sale of, pledge of, encumbrance of, grant\nof an option with respect to, transfer of or disposition of such security or any\ninterest therein.\n\nSECTION 2.     TRANSFER OF SUBJECT SECURITIES.\n\n     2.1  TRANSFEREE OF SUBJECT SECURITIES TO BE BOUND BY THIS VOTING AGREEMENT.\nStockholder agrees that, during the period from the date of this Voting\nAgreement through the Expiration Date, Stockholder shall not cause or permit any\nTransfer of any of the Subject Securities to be effected unless each Person to\nwhich any of such Subject Securities, or any interest in any of such Subject\nSecurities, is or may be Transferred shall have: (a) executed a counterpart of\nthis Voting Agreement and a proxy in the form attached hereto as Exhibit A (with\nsuch modifications as Parent may reasonably request); and (b) agreed to hold\nsuch Subject Securities (or interest in such Subject Securities) subject to all\nof the terms and provisions of this Voting Agreement.\n\n     2.2  NO TRANSFER OF VOTING RIGHTS.  Stockholder shall ensure that, during\nthe period from the date of this Voting Agreement through the Expiration Date:\n(a) none of the Subject Securities is deposited into a voting trust; and (b) no\nproxy is granted, and no voting agreement or similar agreement is entered into,\nwith respect to any of the Subject Securities.\n\nSECTION 3.     VOTING OF SHARES.\n\n     3.1  VOTING AGREEMENT.  Stockholder agrees that, during the period from the\ndate of this Voting Agreement through the Expiration Date:\n\n          (a)  at any meeting of stockholders of the Company, however called,\n     Stockholder shall (unless otherwise directed in writing by Parent) cause\n     all outstanding shares of Company Common Stock that are Owned by\n     Stockholder as of the record date fixed for such meeting to be voted in\n     favor of the approval and adoption of the Merger Agreement and the approval\n     of the Merger, and in favor of each of the other actions contemplated by\n     the Merger Agreement; and\n\n\n                                          2\n\n\n          (b)  in the event written consents are solicited or otherwise sought\n     from stockholders of the Company with respect to the approval or adoption\n     of the Merger Agreement, with respect to the approval of the Merger or with\n     respect to any of the other actions contemplated by the Merger Agreement,\n     Stockholder shall (unless otherwise directed in writing by Parent) cause to\n     be validly executed, with respect to all outstanding shares of Company\n     Common Stock that are Owned by Stockholder as of the record date fixed for\n     the consent to the proposed action, a written consent or written consents\n     to such proposed action.\n\n     3.2  PROXY; FURTHER ASSURANCES.\n\n          (a)  Contemporaneously with the execution of this Voting Agreement:\n(i) Stockholder shall deliver to Parent a proxy in the form attached to this\nVoting Agreement as Exhibit A, which shall be irrevocable to the fullest extent\npermitted by law, with respect to the shares referred to therein (the 'Proxy');\nand (ii) Stockholder shall cause to be delivered to Parent an additional proxy\n(in the form attached hereto as Exhibit A) executed on behalf of the record\nowner of any outstanding shares of Company Common Stock that are owned\nbeneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act\nof 1934), but not of record, by Stockholder.\n\n          (b)  Stockholder shall, at Stockholder's own expense, perform such\nfurther acts and execute such further documents and instruments as may\nreasonably be required to vest in Parent the power to carry out and give effect\nto the provisions of this Voting Agreement.\n\nSECTION 4.     WAIVER OF APPRAISAL RIGHTS.\n\n     Stockholder hereby irrevocably and unconditionally waives, and agrees to\ncause to be waived and to prevent the exercise of, any rights of appraisal, any\ndissenters' rights and any similar rights relating to the Merger or any related\ntransaction that Stockholder or any other Person may have by virtue of the\nownership of any Subject Securities.\n\nSECTION 5.     NO SOLICITATION.\n\n     During the period from the date of this Voting Agreement through the\nExpiration Date, Stockholder shall not, nor shall Stockholder authorize or\npermit any of Stockholder's Representatives (as defined in the Merger Agreement)\nto, directly or indirectly: (i) solicit, initiate or encourage the submission or\nannouncement of any Takeover Proposal (as defined in the Merger Agreement); \n(ii) participate in any discussions or negotiations regarding, or furnish to any\nPerson any information with respect or in response to, or take any other action\nto facilitate any inquiries or the making of any proposal that constitutes, or\nmay reasonably be expected to lead to, any\n\n\n                                          3\n\n\nTakeover Proposal; or (iii) induce or encourage any other stockholder of the\nCompany to vote against, or to fail to vote in favor of, the approval and\nadoption of the Merger Agreement, the approval of the Merger or any of the other\nactions contemplated by the Merger Agreement.  Stockholder shall immediately\ncease and discontinue, and Stockholder shall ensure that Stockholder's\nRepresentatives immediately cease and discontinue, any existing discussions with\nany Person that relate to any Takeover Proposal. Nothing contained in this\nSection 5 shall prevent Stockholder, when acting solely in his capacity as a\ndirector or officer of the Company, from causing the Company to take the actions\nspecified in the proviso to the first sentence of Section 4.16 of the Merger\nAgreement (to the extent all of the conditions set forth in such proviso have\nbeen satisfied).\n\nSECTION 6.     REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.\n\n     Stockholder hereby represents and warrants to Parent as follows:\n\n     6.1  AUTHORIZATION, ETC.  Stockholder has the absolute and unrestricted\nright, power, authority and capacity to execute and deliver this Voting\nAgreement and the Proxy and to perform Stockholder's obligations hereunder and\nthereunder.  This Voting Agreement and the Proxy constitute legal, valid and\nbinding obligations of Stockholder, enforceable against Stockholder in\naccordance with their terms, subject to (i) laws of general application relating\nto bankruptcy, insolvency and the relief of debtors, and (ii) rules of law\ngoverning specific performance, injunctive relief and other equitable remedies.\n\n     6.2  NO CONFLICTS OR CONSENTS.\n\n          (a)  The execution and delivery of this Voting Agreement and the Proxy\nby Stockholder do not, and the performance of this Voting Agreement and the\nProxy by Stockholder will not: (i) conflict with or violate any law, rule,\nregulation, order, decree or judgment applicable to Stockholder or by which\nStockholder or any of Stockholder's properties is or may be bound or affected;\nor (ii) result in or constitute (with or without notice or lapse of time) any\nbreach of or default under, or give to any other Person (with or without notice\nor lapse of time) any right of termination, amendment, acceleration or\ncancellation of, or result (with or without notice or lapse of time) in the\ncreation of any encumbrance or restriction on any of the Subject Securities\npursuant to, any contract to which Stockholder is a party or by which\nStockholder or any of Stockholder's affiliates or properties is or may be bound\nor affected, except in the case of clause (i) or (ii) above where any of such\nevents would not have a material adverse effect on Stockholder or otherwise\nimpair Stockholder's ability to satisfy Stockholder's obligations hereunder.\n\n\n                                          4\n\n\n          (b)  The execution and delivery of this Voting Agreement and the Proxy\nby Stockholder do not, and the performance of this Voting Agreement and the\nProxy by Stockholder will not, require any consent or approval of any Person.\n\n     6.3  TITLE TO SECURITIES.  As of the date of this Voting Agreement:  (a)\nStockholder holds of record (free and clear of any encumbrances or restrictions)\nthe number of outstanding shares of Company Common Stock set forth under the\nheading 'Shares Held of Record' on the signature page hereof; (b) Stockholder\nholds (free and clear of any encumbrances or restrictions) the options, warrants\nand other rights to acquire shares of Company Common Stock set forth under the\nheading 'Options and Other Rights' on the signature page hereof; (c) Stockholder\nOwns the additional securities of the Company set forth under the heading\n'Additional Securities Beneficially Owned' on the signature page hereof; and (d)\nStockholder does not directly or indirectly Own any shares of capital stock or\nother securities of the Company, or any option, warrant or other right to\nacquire (by purchase, conversion or otherwise) any shares of capital stock or\nother securities of the Company, other than the shares and options, warrants and\nother rights specified on the signature page hereof.\n\n     6.4  ACCURACY OF REPRESENTATIONS.  The representations and warranties\ncontained in this Voting Agreement are accurate in all material respects as of\nthe date of this Voting Agreement, will be accurate in all material respects at\nall times through the Expiration Date and will be accurate in all material\nrespects as of the date of the consummation of the Merger as if made on that\ndate.\n\nSECTION 7.     ADDITIONAL COVENANTS OF STOCKHOLDER.\n\n     7.1  FURTHER ASSURANCES.  From time to time and without additional\nconsideration, Stockholder shall (at Stockholder's sole expense) execute and\ndeliver, or cause to be executed and delivered, such additional transfers,\nassignments, endorsements, proxies, consents and other instruments, and shall\n(at Stockholder's sole expense) take such further actions, as Parent may\nreasonably request for the purpose of carrying out and furthering the intent of\nthis Voting Agreement.\n\n     7.2  LEGEND.  Immediately after the execution of this Voting Agreement (and\nfrom time to time upon the acquisition by Stockholder of Ownership of any shares\nof Company Common Stock prior to the Expiration Date), Stockholder shall ensure\nthat each certificate evidencing any outstanding shares of Company Common Stock\nor other securities of the Company Owned by Stockholder and which are held in\ncertificated form bears a legend in the following form:\n\n     THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,\n     EXCHANGED OR OTHERWISE TRANSFERRED OR\n\n\n                                          5\n\n\n     DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF THE VOTING\n     AGREEMENT DATED AS OF FEBRUARY 28, 1999, BETWEEN GILEAD SCIENCES, INC. AND\n     ________________,  A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE\n     OFFICES OF GILEAD SCIENCES, INC. \n\nSECTION 8.     MISCELLANEOUS.\n\n     8.1  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.  All\nrepresentations, warranties, covenants and obligations of Stockholder contained\nin this Voting Agreement shall survive the Expiration Date.\n\n     8.2  INDEMNIFICATION.  Stockholder shall hold harmless and indemnify Parent\nand Parent's affiliates from and against, and shall compensate and reimburse\nParent and Parent's affiliates for, any loss, damage, claim, liability, fee\n(including attorneys' fees), demand, cost or expense (regardless of whether or\nnot such loss, damage, claim, liability, fee, demand, cost or expense relates to\na third-party claim) that is directly or indirectly suffered or incurred by\nParent or any of Parent's affiliates, or to which Parent or any of Parent's\naffiliates otherwise becomes subject, and that arises directly or indirectly\nfrom, or relates directly or indirectly to,  (a) any inaccuracy in or breach of\nany representation or warranty contained in this Voting Agreement, or (b) any\nfailure on the part of Stockholder to observe, perform or abide by, or any other\nbreach of, any restriction, covenant, obligation or other provision contained in\nthis Voting Agreement or in the Proxy.\n\n     8.3  INDEPENDENCE OF OBLIGATIONS.  The covenants and obligations of\nStockholder set forth in this Voting Agreement shall be construed as independent\nof any other agreement or arrangement between Stockholder, on the one hand, and\nthe Company or Parent, on the other.  The existence of any claim or cause of\naction by Stockholder against the Company or Parent shall not constitute a\ndefense to the enforcement of any of such covenants or obligations against\nStockholder.\n\n     8.4  SPECIFIC PERFORMANCE. Stockholder agrees that in the event of any\nbreach or threatened breach by Stockholder of any covenant, obligation or other\nprovision contained in this Voting Agreement, Parent shall be entitled (in\naddition to any other remedy that may be available to Parent) to:  (a) a decree\nor order of specific performance or mandamus to enforce the observance and\nperformance of such covenant, obligation or other provision; and (b) an\ninjunction restraining such breach or threatened breach.  Stockholder further\nagrees that neither Parent nor any other person or entity shall be required to\nobtain, furnish or post any bond or similar instrument in connection with or as\na condition to obtaining any remedy referred to in this Section 8.4, and\nStockholder irrevocably waives any right Stockholder may have to require the\nobtaining, furnishing or posting of any such bond or similar instrument.\n\n\n                                          6\n\n\n     8.5  OTHER AGREEMENTS. Nothing in this Voting Agreement shall limit any of\nthe rights or remedies of Parent under the Merger Agreement, or any of the\nrights or remedies of Parent or any of the obligations of Stockholder under any\nagreement between Stockholder and Parent or any certificate or instrument\nexecuted on behalf of Stockholder in favor of Parent; and nothing in the Merger\nAgreement or in any other agreement, certificate or instrument shall limit any\nof the rights or remedies of Parent or any of the obligations of Stockholder\nunder this Voting Agreement.\n\n     8.6  NOTICES.  Any notice or other communication required or permitted to\nbe delivered to Stockholder or Parent under this Voting Agreement shall be in\nwriting and shall be deemed properly delivered, given and received when\ndelivered to the address or facsimile telephone number set forth beneath the\nname of such party below (or to such other address or facsimile telephone number\nas such party shall have specified in a written notice given to the other\nparty):\n\n          IF TO PARENT:  \n\n               Gilead Sciences, Inc\n               333 Lakeside Drive\n               Foster City, CA 94404\n               Attn:  General Counsel\n               Fax: (650) 522-5622\n\n          IF TO STOCKHOLDER:\n\n               _____________________________\n               _____________________________\n               _____________________________\n               _____________________________\n               _____________________________\n\n     8.7  SEVERABILITY.  If any provision of this Voting Agreement or any part\nof any such provision is held under any circumstances to be invalid or\nunenforceable in any jurisdiction, then (a) such provision or part thereof\nshall, with respect to such circumstances and in such jurisdiction, be deemed\namended to conform to applicable laws so as to be valid and enforceable to the\nfullest possible extent, (b) the invalidity or unenforceability of such\nprovision or part thereof under such circumstances and in such jurisdiction\nshall not affect the validity or enforceability of such provision or part\nthereof under any other circumstances or in any other jurisdiction, and (c) the\ninvalidity or unenforceability of such provision or part thereof shall not\naffect the validity or enforceability of the remainder of such provision or the\nvalidity or enforceability of any other provision of this Voting Agreement. \nEach provision of this Voting Agreement is separable from every other provision\nof this\n\n\n                                          7\n\n\nVoting Agreement, and each part of each provision of this Voting Agreement is\nseparable from every other part of such provision.\n\n     8.8  APPLICABLE LAW; JURISDICTION.   THIS VOTING AGREEMENT IS MADE UNDER,\nAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF DELAWARE\nAPPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING\nEFFECT TO PRINCIPLES OF CONFLICTS OF LAW.  In any action between the parties\nhereto, whether arising out of this Voting Agreement or otherwise: (a) each of\nthe parties irrevocably and unconditionally consents and submits to the\nexclusive jurisdiction and venue of the state and federal courts located in the\nState of Delaware; (b) if any such action is commenced in a state court, then,\nsubject to applicable law, no party shall object to the removal of such action\nto any federal court located in Delaware; (c) each of the parties irrevocably\nwaives the right to trial by jury; and (d) each of the parties irrevocably\nconsents to service of process by first class certified mail, return receipt\nrequested, postage prepaid, to the address at which such party is to receive\nnotice in accordance with Section 8.6.\n\n     8.9  WAIVER.  No failure on the part of Parent to exercise any power,\nright, privilege or remedy under this Voting Agreement, and no delay on the part\nof Parent in exercising any power, right, privilege or remedy under this Voting\nAgreement, shall operate as a waiver of such power, right, privilege or remedy;\nand no single or partial exercise of any such power, right, privilege or remedy\nshall preclude any other or further exercise thereof or of any other power,\nright, privilege or remedy.  Parent shall not be deemed to have waived any claim\narising out of this Voting Agreement, or any power, right, privilege or remedy\nunder this Voting Agreement, unless the waiver of such claim, power, right,\nprivilege or remedy is expressly set forth in a written instrument duly executed\nand delivered on behalf of Parent; and any such waiver shall not be applicable\nor have any effect except in the specific instance in which it is given.\n\n     8.10 ATTORNEYS' FEES.  If any legal action or other legal proceeding\nrelating to this Voting Agreement or the enforcement of any provision of this\nVoting Agreement is brought against Stockholder, the prevailing party shall be\nentitled to recover reasonable attorneys' fees, costs and disbursements (in\naddition to any other relief to which the prevailing party may be entitled).\n\n     8.11 CAPTIONS.  The captions contained in this Voting Agreement are for\nconvenience of reference only, shall not be deemed to be a part of this Voting\nAgreement and shall not be referred to in connection with the construction or\ninterpretation of this Voting Agreement.\n\n     8.12 FURTHER ASSURANCES.  Stockholder shall execute and\/or cause to be\ndelivered to Parent such instruments and other\n\n\n                                          8\n\n\ndocuments and shall take such other actions as Parent may reasonably request to\neffectuate the intent and purposes of this Voting Agreement.\n\n     8.13 ENTIRE AGREEMENT.  This Voting Agreement and any Affilate Agreement or\nRegistration Rights Agreement between Stockholder and Parent collectively set\nforth the entire understanding of Parent and Stockholder relating to the subject\nmatter hereof and thereof and supersede all other prior agreements and\nunderstandings between Parent and Stockholder relating to the subject matter\nhereof and thereof.\n\n     8.14 NON-EXCLUSIVITY.  The rights and remedies of Parent under this Voting\nAgreement are not exclusive of or limited by any other rights or remedies which\nit may have, whether at law, in equity, by contract or otherwise, all of which\nshall be cumulative (and not alternative).  Without limiting the generality of\nthe foregoing, the rights and remedies of Parent under this Voting Agreement,\nand the obligations and liabilities of Stockholder under this Voting Agreement,\nare in addition to their respective rights, remedies, obligations and\nliabilities under common law requirements and under all applicable statutes,\nrules and regulations.  Nothing in this Voting Agreement shall limit any of\nStockholder's obligations, or the rights or remedies of Parent, under any\nAffiliate Agreement between Parent and Stockholder; and nothing in any such\nAffiliate Agreement shall limit any of Stockholder's obligations, or any of the\nrights or remedies of Parent, under this Voting Agreement.\n\n     8.15 AMENDMENTS.  This Voting Agreement may not be amended, modified,\naltered or supplemented other than by means of a written instrument duly\nexecuted and delivered on behalf of Parent and Stockholder.\n\n     8.16 ASSIGNMENT; BINDING EFFECT.  Neither this Voting Agreement nor any of\nthe interests or obligations hereunder may be assigned or delegated by\nStockholder, and any attempted or purported assignment or delegation of any of\nsuch interests or obligations shall be void.  Subject to the preceding sentence,\nthis Voting Agreement shall be binding upon Stockholder and Stockholder's heirs,\nestate, executors, personal representatives, successors and assigns, and shall\ninure to the benefit of Parent and its successors and assigns.  Without limiting\nany of the restrictions set forth in Section 2 or elsewhere in this Voting\nAgreement, this Voting Agreement shall be binding upon any Person to whom any\nSubject Securities are Transferred prior to the termination of this Voting\nAgreement.  Nothing in this Voting Agreement is intended to confer on any Person\n(other than Parent and its successors and assigns) any rights or remedies of any\nnature.\n\n     8.17 EXPENSES.  All costs and expenses incurred in connection with the\ntransactions contemplated by this Voting\n\n\n                                          9\n\n\nAgreement shall be paid by the party incurring such costs and expenses.\n\n     8.18 TERMINATION.  \n\n          (a)  This Voting Agreement shall automatically terminate on the\nExpiration Date; PROVIDED, HOWEVER, that the termination of this Voting\nAgreement shall not relieve Stockholder from any liability for any previous\nbreach of this Voting Agreement.  \n\n          (b)  If the Parent Share Value (as defined in the Merger Agreement) is\nless than the Specified Price (as defined below), then, immediately prior to the\nSpecial Meeting (as defined in the Merger Agreement), (i) Stockholder shall be\nentitled to revoke the Proxy, and (ii) Stockholder's obligations under Sections\n3.1 and 3.2(a)(ii) shall terminate; PROVIDED, HOWEVER, that (1) the termination\nof such obligations shall not relieve Stockholder from any liability for any\nprevious breach of any of such obligations, and (2) Stockholder's obligations\nunder Sections 5 and 8 shall remain in full force and effect until this Voting\nAgreement is otherwise terminated pursuant to Section 8.18(a).  The Specified\nPrice shall be $27.00; PROVIDED, HOWEVER, that in the event the outstanding\nParent Shares (as defined in the Merger Agreement shall be changed into a\ndifferent number of shares by reason of any stock dividend, subdivision,\nreclassification, split-up, combination or the like, the Specified Price shall\nbe appropriately adjusted.\n\n     8.19 COUNTERPARTS.  This Voting Agreement may be executed by the parties in\nseparate counterparts, each of which when so executed and delivered shall be an\noriginal, but all of which shall together constitute one and the same\ninstrument.\n\n     8.20 CONSTRUCTION.\n\n          (a)  For purposes of this Voting Agreement, whenever the context\nrequires: the singular number shall include the plural, and vice versa; the\nmasculine gender shall include the feminine and neuter genders; the feminine\ngender shall include the masculine and neuter genders; and the neuter gender\nshall include masculine and feminine genders.\n\n          (b)  The parties agree that any rule of construction to the effect\nthat ambiguities are to be resolved against the drafting party shall not be\napplied in the construction or interpretation of this Voting Agreement.\n\n          (c)  As used in this Voting Agreement, the words 'include' and\n'including,' and variations thereof, shall not be deemed to be terms of\nlimitation, but rather shall be deemed to be followed by the words 'without\nlimitation.'\n\n\n                                          10\n\n\n          (d)  Except as otherwise indicated, all references in this Voting\nAgreement to 'Sections' and 'Exhibits' are intended to refer to Sections of this\nVoting Agreement and Exhibits to this Voting Agreement.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                          11\n\n\n     IN WITNESS WHEREOF, Parent and Stockholder have caused this Voting\nAgreement to be executed as of the date first written above.\n\n                              GILEAD SCIENCES, INC.\n\n                              By:\n                                 -------------------------------\n\n\n                              STOCKHOLDER:\n                              \n                              ----------------------------------\n                              \n\nSHARES HELD                                        ADDITIONAL SECURITIES\n OF RECORD          OPTIONS AND OTHER RIGHTS         BENEFICIALLY OWNED\n------------        ------------------------       ----------------------\n\n\n\n\n\n\n                                      EXHIBIT A\n\n                              FORM OF IRREVOCABLE PROXY\n\n     The undersigned stockholder of NeXstar Pharmaceuticals, Inc., a Delaware\ncorporation (the 'Company'), hereby irrevocably (to the fullest extent permitted\nby law) appoints and constitutes John C. Martin, Mark L. Perry and Gilead\nSciences, Inc., a Delaware corporation ('Parent'), and each of them, the\nattorneys and proxies of the undersigned with full power of substitution and\nresubstitution, to the full extent of the undersigned's rights with respect to\n(i) the outstanding shares of capital stock of the Company owned of record by\nthe undersigned as of the date of this proxy, which shares are specified on the\nfinal page of this proxy, and (ii) any and all other shares of capital stock of\nthe Company which the undersigned may acquire on or after the date hereof.  (The\nshares of the capital stock of the Company referred to in clauses '(i)' and\n'(ii)' of the immediately preceding sentence are collectively referred to as the\n'Shares.')  Upon the execution hereof, all prior proxies given by the\nundersigned with respect to any of the Shares are hereby revoked, and the\nundersigned agrees that no subsequent proxies will be given with respect to any\nof the Shares.\n\n     This proxy is irrevocable, is coupled with an interest, is granted in\nconnection with the execution and delivery of the Voting Agreement, dated as of\nthe date hereof, between Parent and the undersigned (the 'Voting Agreement') and\nis granted in consideration of Parent entering into the Agreement and Plan of\nMerger, dated as of the date hereof, among Parent, Gazelle Acquisition Sub, Inc.\nand the Company (the 'Merger Agreement'); PROVIDED, HOWEVER, that the\nundersigned may revoke this proxy under the circumstances specified in Section\n8.18(b) of the Voting Agreement.  \n\n     The attorneys and proxies named above (and their successors) will be\nempowered, and may exercise this proxy, to vote the Shares at any meeting of the\nstockholders of the Company, however called, or in connection with any\nsolicitation of written consents from stockholders of the Company, in favor of\nthe approval and adoption of the Merger Agreement and the approval of the merger\ncontemplated thereby, and in favor of each of the other actions contemplated by\nthe Merger Agreement.  The undersigned may vote the Shares on all other matters.\n\n     This proxy shall be binding upon the heirs, estate, executors, personal\nrepresentatives, successors and assigns of the undersigned (including any\ntransferee of any of the Shares).\n\nIf any provision of this proxy or any part of any such provision is held under\nany circumstances to be invalid or unenforceable in any jurisdiction, then (a)\nsuch provision or part thereof shall,\n\n\n                                          1\n\n\nwith respect to such circumstances and in such jurisdiction, be deemed amended\nto conform to applicable laws so as to be valid and enforceable to the fullest\npossible extent, (b) the invalidity or unenforceability of such provision or\npart thereof under such circumstances and in such jurisdiction shall not affect\nthe validity or enforceability of such provision or part thereof under any other\ncircumstances or in any other jurisdiction, and (c) the invalidity or\nunenforceability of such provision or part thereof shall not affect the validity\nor enforceability of the remainder of such provision or the validity or\nenforceability of any other provision of this proxy.  Each provision of this\nproxy is separable from every other provision of this proxy, and each part of\neach provision of this proxy is separable from every other part of such\nprovision.\n\n     This proxy shall terminate upon the sooner to occur of the valid\ntermination of the Voting Agreement and the valid revocation of this proxy\npursuant to Section 8.18(b)(i) of the Voting Agreement.\n\nDated:  February __, 1999\n\n\n                              \n                              ----------------------------------\n                              \n\n\n                              Number of shares of common stock of the Company\n                              owned of record as of the date of this proxy:\n\n                              \n                              ----------------------------------\n\n\n\n\n\n\n                                          2\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7639],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9622,9626],"class_list":["post-43782","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gilead-sciences-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43782","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43782"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43782"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43782"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43782"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}