GILEAD SCIENCES, INC.
CHARTER OF THE SCIENTIFIC COMMITTEE
OF THE BOARD OF DIRECTORS
The purpose of the Scientific Committee (the "Committee") of the Board of Directors (the "Board") of Gilead Sciences, Inc. (the "Company"), is to make recommendations to the Board regarding the Company's research and development strategies and to perform such other functions as may be deemed necessary or convenient in the efficient in carrying out the foregoing.
The Committee shall be composed of a minimum of two members of the Board. The members of the Committee shall be appointed by and serve at the discretion of the Board. One member of the Committee shall be independent.
FUNCTIONS AND AUTHORITY
The operation of the Committee shall be subject to the Bylaws of the Company, as in effect from time to time and Section 141 of the Delaware General Corporation Law. As appropriate under the circumstances, the Committee will have full power and authority to carry out the following responsibilities:
1. Provide strategic advice and make recommendations to the Board regarding current and planned research programs.
2. Provide strategic advice to the Board regarding emerging science and technology issues and trends.
3. Report to the full Board with respect to significant matters covered at Committee meetings.
The Committee will hold at least one regular meeting per year and additional meetings as the Committee deems appropriate. The Chairman of the Board, the Chief Executive Officer, the Executive Vice President of Research and Development, and any other officers or directors that are invited by the Committee, may attend any meeting of the Committee.
MINUTES AND REPORTS
Minutes of each meeting of the Committee shall be prepared and distributed to each member of the Committee, members of the Board and the Secretary of the Company. The Committee shall report to the Board from time and time or whenever requested to do so by the Board.
- Financial Expert
- Independent Director