On December 12, 2012, Gilead Sciences, Inc., a Delaware corporation (Gilead), 3268218 Nova Scotia Limited, a company incorporated under the laws of the Province of Nova Scotia and a wholly-owned subsidiary of Gilead (Purchaser), and YM Biosciences Inc., a company continued under the laws of the Province of Nova Scotia (YM), entered into an Arrangement Agreement (the Arrangement Agreement).

Pursuant to the Arrangement Agreement, and subject to the satisfaction or waiver of certain conditions set forth in the Arrangement Agreement, at the effective time of the plan of arrangement under the provisions of Companies Act (Nova Scotia) (the Effective Time), all the outstanding capital stock of YM will be deemed to transfer to Purchaser (the Arrangement), at which time YM will become a wholly-owned subsidiary of Gilead. The consideration for the transaction consists of approximately US $510 million in cash.

The Arrangement Agreement includes customary representations, warranties and covenants on the part of YM, Gilead and Purchaser, including an obligation on the part of YM to operate its business in the ordinary course until the Arrangement is consummated.

The Arrangement Agreement has been approved by the boards of directors of Gilead and YM. The transaction does not require the approval of Gilead's stockholders. Gilead's obligation to consummate the Arrangement is subject to a number of closing conditions, including: (i) the approval of YM's shareholders at a special meeting of YM shareholders; (ii) approval of the Arrangement by the Supreme Court of Nova Scotia; (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the review period under the Competition Act (Canada); (iv) the absence of any legal restraint, injunction, prohibition or governmental action seeking to restrain, enjoin or otherwise prohibit consummation of, or dissolve, the Arrangement; (v) the accuracy of YM's representations and warranties in the Arrangement Agreement; (vi) YM's compliance with its covenants and other obligations under the Arrangement Agreement; and (vii) the absence of any material adverse change with respect to YM. Gilead currently expects that the transaction will close in the first quarter of 2013.

On December 12, 2012, Gilead and YM issued a joint press release, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein, announcing the entering into of the Arrangement Agreement.

The foregoing description of the Arrangement Agreement does not purport to be complete and are qualified in their entirety by reference to the complete text of the Arrangement Agreement, which will be filed, with any confidential terms redacted, with the Securities and Exchange Commission as exhibits to Gilead's Annual Report on Form 10-K for the year ending December 31, 2012.

(d) Exhibits

Exhibit
Number     Description
99.1       Press Release issued by Gilead Sciences, Inc. on December 12, 2012