Amendment of the 2004 Equity Incentive Plan

On January 21, 2009, the Board of Directors of Gilead Sciences, Inc. (the Company) amended the Gilead Sciences, Inc. 2004 Equity Incentive Plan (the Incentive Plan) to (i) increase the authorized share reserve by an additional 20,000,000 shares of the Company's common stock; (ii) increase the limit on the maximum number of shares that may be issued under the Incentive Plan pursuant to full-value awards, such as restricted stock, restricted stock units, performance shares, performance units (to the extent settled in common stock) and phantom shares, by an additional 15,000,000 shares to a total of 25,000,000 over the term of the Incentive Plan; (iii) increase the limit on the maximum number of shares for which restricted stock, restricted stock units, performance shares, performance units, phantom shares and stock appreciation rights may be granted to any one individual per calendar year by an additional 600,000 shares to a total of 1,000,000 shares; and (iv) increase the limit on the maximum value of awards denominated in U.S. dollars that may be granted to any one individual per calendar year by an additional $3,000,000 to a total of $10,000,000. The stockholders of the Company approved the amendment to the Incentive Plan at the 2009 Annual Meeting of Stockholders on May 6, 2009. The Incentive Plan is attached to this Current Report on Form 8-K as Exhibit 10.1.

(d) Exhibits

Exhibit
Number       Description

 10.1        Gilead Sciences, Inc. 2004 Equity Incentive Plan, as amended through
             May 6, 2009