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Gilead Sciences and Kite Pharma Announce Expiration of Hart-Scott-Rodino Waiting Period

       Gilead Sciences and Kite Pharma Announce Expiration of Hart-Scott-Rodino Waiting Period                   


    FOSTER CITY, Calif. & SANTA MONICA, Calif.--(BUSINESS WIRE)--      Gilead Sciences, Inc. (Nasdaq: GILD) and Kite Pharma, Inc. (Nasdaq:      KITE) today announced that the required waiting period under the      Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with      respect to Gilead's cash tender offer for Kite expired at 11:59 p.m. on      September 25, 2017.   

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      On September 8, 2017, Gilead and Kite filed the Premerger Notification      and Report Forms required under the HSR Act with the Federal Trade      Commission and the Antitrust Division of the U.S. Department of Justice.   


      With the expiration of the waiting period, the tender offer is expected      to close in the beginning of October 2017, subject to customary closing      conditions. Unless the tender offer is extended, the offer and      withdrawal rights will expire at 12:00 midnight, New York City time, on      October 3, 2017 (one minute after 11:59 p.m., New York City time, on      October 2, 2017).   


      About Kite   


      Kite is a biopharmaceutical company engaged in the development of      innovative cancer immunotherapies with a goal of providing rapid,      long-term, durable response and eliminating the burden of chronic care.      The company is focused on chimeric antigen receptor (CAR) and T cell      receptor (TCR) engineered cell therapies designed to empower the immune      system's ability to recognize and kill tumors. On March 31, 2017, Kite      submitted a Biologics License Application to the FDA for its lead      product candidate, axicabtagene ciloleucel (axi-cel), as a treatment for      patients with relapsed or refractory aggressive non-Hodgkin lymphoma who      are ineligible for autologous stem cell transplant. Kite received      priority review on May 29, 2017 with the Prescription Drug User Fee Act      action date set for November 29, 2017. This submission comes after      positive results from Kite's ZUMA-1 pivotal trial with axi-cel in      patients with chemorefractory aggressive non-Hodgkin lymphoma. Kite is      based in Santa Monica, California. For more information on Kite, please      visit   


      About Gilead Sciences   


      Gilead Sciences is a biopharmaceutical company that discovers, develops      and commercializes innovative therapeutics in areas of unmet medical      need. Gilead's mission is to advance the care of patients suffering from      life-threatening diseases. Gilead has operations in more than 30      countries worldwide, with headquarters in Foster City, California.   


      Forward-Looking Statements   


      This press release includes forward-looking statements that are subject      to risks, uncertainties and other factors. All statements other than      statements of historical fact are statements that could be deemed      forward-looking statements, including all statements regarding the      intent, belief or current expectation of the companies and members of      their senior management teams. Forward-looking statements include,      without limitation, statements regarding the business combination; its      effect on Gilead's revenues and earnings; the commercial success of      Kite's products; approval of axi-cel by regulatory authorities; the      ability of Gilead to advance Kite's product pipeline, including axi-cel;      the anticipated timing of clinical data; the possibility of unfavorable      results from clinical trials; filings and approvals relating to the      transaction; the expected timing of the completion of the transaction;      the ability to complete the transaction considering the various closing      conditions; difficulties or unanticipated expenses in connection with      integrating the companies; and the accuracy of any assumptions      underlying any of the foregoing. Investors are cautioned that any such      forward-looking statements are not guarantees of future performance and      involve risks and uncertainties and are cautioned not to place undue      reliance on these forward-looking statements. Actual results may differ      materially from those currently anticipated due to a number of risks and      uncertainties. Risks and uncertainties that could cause the actual      results to differ from expectations contemplated by forward-looking      statements include: uncertainties as to the timing of the tender offer      and merger; uncertainties as to how many of Kite's stockholders will      tender their stock in the offer; the possibility that competing offers      will be made; the possibility that various closing conditions for the      transaction may not be satisfied or waived; the effects of the      transaction on relationships with employees, customers, other business      partners or governmental entities; other business effects, including the      effects of industry, economic or political conditions outside of the      companies' control; transaction costs; actual or contingent liabilities;      and other risks and uncertainties detailed from time to time in the      companies' periodic reports filed with the Securities and Exchange      Commission, including current reports on Form 8-K, quarterly reports on      Form 10-Q and annual reports on Form 10-K. All forward-looking      statements are based on information currently available to Gilead and      Kite, and Gilead and Kite assume no obligation and disclaim any intent      to update any such forward-looking statements.   


      Additional Information and Where to Find It   


      This announcement is neither an offer to purchase nor a solicitation of      an offer to sell shares of Kite. A solicitation and an offer to buy      shares of Kite have been made pursuant to an offer to purchase and      related materials, as amended and supplemented from time to time, that      Gilead filed with the U.S. Securities and Exchange Commission on      September 5, 2017. Kite has also filed a Solicitation/Recommendation      Statement on Schedule 14D-9 with respect to the offer. Kite stockholders      and other investors are urged to read the tender offer materials      (including an Offer to Purchase, a related Letter of Transmittal and      certain other offer documents) and the Solicitation/Recommendation      Statement because they contain important information which should be      read carefully before any decision is made with respect to the tender      offer. The Offer to Purchase, the related Letter of Transmittal and      certain other offer documents, as well as the      Solicitation/Recommendation Statement, have been sent to all      stockholders of Kite at no expense to them. The Tender Offer Statement      and the Solicitation/Recommendation Statement are also available for      free at the Commission's web site at      Free copies of these materials and certain other offering documents will      be made available by Gilead by mail to Gilead Sciences, Inc., 333      Lakeside Drive, Foster City, CA 94404, attention: Investor Relations, by      phone at 1-800-GILEAD-5 or 1-650-574-3000, or by directing requests for      such materials to Innisfree M&A Incorporated, the information agent for      the offer, toll-free at (888) 750-5834.   


      For more information on Gilead Sciences, please visit the company's      website at,      follow Gilead on Twitter (@GileadSciences) or call Gilead Public Affairs      at 1-800-GILEAD-5 or 1-650-574-3000   





      Gilead Sciences, Inc.
Sung Lee, 650-524-7792
Amy      Flood, 650-522-5643
Kite Pharma, Inc.
Investors      & Media
Christine Cassiano, 424-532-5084   



Source: Gilead Sciences, Inc.



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