Severability Contract Clauses (27,855)

Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision s...hall be interpreted to be only so broad as would be enforceable. View More

Severability. In case any one or more of the provisions of this Restricted Stock Unit Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Restricted Stock Agreement shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute p...rovision in this Restricted Stock Agreement. View More

Severability. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such term, covenant or condition and the validity or enforceability of the remaining terms, covenants or conditions shall not in any way be affected.

Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.

Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 8 18. Waiver. Optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Optionee or other Optionees.19. Excess S...hares. If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. In no event shall the option be exercisable with respect to any of the excess Option Shares unless and until such stockholder approval is obtained. View More

Severability. If any provision of this Agreement or the application thereof is held invalid, such invalidation will not affect other provisions or applications of this Agreement and to this end, the provisions of this Agreement are declared to be severable.20. Execution and Copies. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic, PDF, and facsimiled copies of signed counterparts may be used in lieu of the originals... for any purpose.21. Knowing and Voluntary Agreement. You expressly recognize and agree that, by entering into this Agreement, you are waiving any and all rights or claims that you may have arising under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Gregg H. Alton Protection Act of 1990, which have arisen on or before the date you execute this Agreement. By your signature below, you understand and agree that:(a) To accept this Transition Agreement, you must sign, date, and return this Transition Agreement to the Company's Executive Vice President and General Counsel at the address set forth below by 5:00 p.m. on August 5, 2019, which is at least twenty-one (21) full calendar days from the Delivery Date. You have twenty-one (21) full calendar days within which to consider this Transition Agreement before executing it. You are free to sign this Transition Agreement in less than least twenty-one (21) days if you wish but you understand that if you take fewer than least twenty-one (21) days to review and sign this Transition Agreement, you knowingly and voluntarily waive your right to review for the full least twenty-one (21)-day period. Once you have accepted, signed, and dated, this Transition Agreement, please return it to the Company's Executive Vice President and General Counsel at the address below:Brett A. Pletcher Executive Vice President and General Counsel Gilead Sciences, Inc. 333 Lakeside Drive Foster City, CA 94404 Brett.Pletcher@gilead.com(b) Unless more time is required by applicable law or as set forth below, you have seven (7) calendar days within which to revoke this Transition Agreement after it is executed by you (the "Revocation Period"). Any such revocation shall be in writing and shall be sent by certified mail to:Brett A. Pletcher Executive Vice President and General Counsel Gilead Sciences, Inc. 333 Lakeside Drive Foster City, CA 94404Your written revocation must be postmarked on or before the end of the seventh (7th) day after you initially signed the Agreement, provided, however, that the expiration of the Revocation Period and deadline to submit your written revocation will be extended to the next business day after such Revocation Period expires should the 7th day fall on a Saturday, Sunday, or holiday recognized by the U.S. Postal Service, or if a revocation period longer than seven (7) calendar days is required under applicable law. If you revoke this Transition Agreement and/or the Supplemental Release, your employment termination on the Separation Date will remain in effect; however, you will not be entitled to the Retention Program Benefit provided under the Retention Program as described in this Agreement. (c) You have carefully read and fully understand all of the provisions of this Agreement and are hereby advised to consult with legal counsel. Gregg H. Alton (d) You are, through this Agreement, releasing the Company from any and all claims you may have against the Company consistent with the terms of this Agreement; provided, however, that you understand that rights or claims that may arise after the date of signing are not waived. (e) You knowingly and voluntarily agree to all of the terms set forth in this Agreement. (f) You knowingly and voluntarily intend to be legally bound by the terms set forth in this Agreement. (g) If you revoke either of the Releases, the provisions of Paragraph 2 of this Transition Agreement shall not be effective or enforceable. Regardless of whether you revoke the Releases in the time periods specified therein, the Transition Agreement as it relates to all matters other than the Releases shall become effective on the date you sign it.22. Return of Property. On or before the Separation Date, and as a condition precedent to your receipt of the Retention Program Benefit, you will return to the Company any and all Company property, including, but not limited to, documents (in whatever paper or electronic form they exist), things relating to the business of the Company or containing confidential information and all intellectual, electronic and physical property belonging to the Company that is in your possession or control, including but not limited to any Company computer, laptop, cell phone, tablet, office keys, credit card, entry cards, and identification badges. View More

Severability. In the event that any provision of this Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Performance Award Agreement and this Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.26. Governing Law. This Performance Award Agreement shall be construed in accordance with... the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.27. Miscellaneous Provisions.a. Not a Part of Salary. The grant of this Performance Award is not intended to be a part of the salary of the Employee.b. Conflicts with Any Employment Agreement. Notwithstanding Paragraph 24 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Performance Award Agreement, the provisions of the Employment Agreement shall govern.c. Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or Page | 11 cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. d. Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Performance Award Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan. e. Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof. View More

Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith 18 114197788_4 negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The in...validity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. View More

Severability. If any term, provision, covenant or restriction (or part thereof) of this Guarantee is held by a court of competent jurisdiction or other Governmental Entity to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Guarantee shall remain in full force and effect and shall in no way be affected, impaired or invalidated, so long as the economic and legal substance of the transactions contemplated hereby, taken a...s a whole, are not affected in a manner materially adverse to any Party. View More

Severability. The parties stipulate and agree that all clauses and provisions of this Release Agreement are distinct and severable, and Employee understands, and it is Employee's intent, that in the event this Release Agreement is ever held to be invalid or unenforceable (in whole or in part) as to any particular type of claim or as to any particular circumstances, it shall remain fully valid and enforceable as to all other claims and circumstances. As to any actions or claims that would not be released becau...se of the invalidity or unenforceability of this Release Agreement, Employee covenants and agrees to execute a release or waiver that is legal and enforceable. View More