Exhibit 10.76

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

COLLABORATION AGREEMENT

by and among

GILEAD SCIENCES, INC.,

GILEAD HOLDINGS, LLC,

BRISTOL-MYERS SQUIBB COMPANY,

E.R. SQUIBB & SONS, L.L.C.,

and

BRISTOL-MYERS SQUIBB & GILEAD SCIENCES, LLC

Dated as of December 17, 2004

TABLE OF CONTENTS

SECTION 1.		DEFINITIONS
SECTION 2.		COLLABORATION MANAGEMENT
2.1	General
2.2	Role of the Joint Executive Committee
2.3	Joint Development Committee
2.4	Joint Commercialization Committee
2.5	Joint Finance Committee
2.6	Procedural Rules of the Operating Committees
2.7	Alliance Managers
2.8	Dispute Resolution
2.9	Collaboration Principles
2.10	Commercialization Budget/Plan Deadlocks
2.11	Expenses
SECTION 3.		DEVELOPMENT ACTIVITIES
3.1	General
3.2	Clinical Development
3.3	Formulation and CMC Data
3.4	Regulatory Matters
3.5	Performance; Subcontracting
3.6	Records
3.7	Updates to Development Plan and Development Budget
3.8	Development Expenses
3.9	Reports
3.10	New Products
3.11	Publication
3.12	Certain Inspections
3.13	Medical Affairs and Medical Communications
SECTION 4.		MANUFACTURING AND SUPPLY
4.1	Clinical Supply
4.2	Commercial Supply
SECTION 5.		COMMERCIALIZATION ACTIVITIES
5.1	Co-Promotion Obligations
5.2	Distribution Obligations
5.3	Pricing of Combination Product
5.4	National Accounts
5.5	Performance; Subcontracting
5.6	Conflict Avoidance
5.7	Marketing Materials
5.8	Development and Use of Trademarks
5.9	Insurance
5.10	Records
5.11	Commercialization Plan and Budget
5.12	Commercialization Expenses

5.13	Reports
SECTION 6.		LICENSE GRANTS
6.1	Technology Licenses by Member Parties to the JV
6.2	Licenses and Sublicenses by the JV to Member Parties
6.3	Licenses and Rights of Reference Between Member Parties
6.4	Rights of Reference to and from the JV and Related Matters
6.5	Other Sublicenses
6.6	Trademark Licenses by Member Parties to the JV
6.7	Trademark License by the JV to Gilead
6.8	Retained Rights
6.9	Combination Product Sales for Outside the Territory, Canada and Europe
6.10	Combination Product Sales for Europe
6.11	EFV License Agreement
6.12	JV Obligations as Sublicensee
SECTION 7.		PAYMENTS AND THIRD PARTY ROYALTIES
7.1	Payments to Member Parties
7.2	Royalty Payments to Third Parties
7.3	Authorized Other Expenses; Mode and Timing of Payment
7.4	Taxes
SECTION 8.		FINANCIAL RECORDS
8.1	Financial Records
8.2	Audit of Records
8.3	Certain Reports
SECTION 9.		ADVERSE EVENT AND OTHER INFORMATION EXCHANGE
9.1	Pharmacovigilance
9.2	Material Communications
SECTION 10.		PRODUCT RECALL
10.1	Notification and Recall
10.2	Recall Expenses
SECTION 11.		INTELLECTUAL PROPERTY RIGHTS
11.1	Ownership of Intellectual Property
11.2	Prosecution of Patents
11.3	Enforcement of Patents
11.4	Infringement of Third Party Rights
11.5	Trademarks
SECTION 12.		CONFIDENTIALITY
12.1	Treatment of Confidential Information
12.2	Permitted Disclosure
12.3	Confidential Information.
12.4	Use of Name
12.5	Publicity; Terms of Agreement
12.6	Notification
12.7	Permitted Uses
12.8	Remedies
SECTION 13.		WARRANTIES; INDEMNITIES
13.1	Representations, Warranties and Covenants

13.2	Additional Representations, Warranties and Covenants of BMS
13.3	Additional Representations, Warranties and Covenants of Gilead
13.4	Disclaimer
13.5	Indemnification by the JV
13.6	Indemnification by the Member Parties in General
13.7	Indemnification for Certain Product Liability Related Matters
13.8	Indemnification Procedure
13.9	Limitation on Damages
13.10	Ancillary Agreements
13.11	Employees
SECTION 14.		TERM AND TERMINATION
14.1	Term
14.2	Certain Litigation
14.3	Termination for NDA Filing Delay
14.4	Material Default
14.5	Termination Upon Generic Launch
14.6	Consequences of Termination
14.7	Rights in Bankruptcy
14.8	Accrued Rights; Surviving Obligations
SECTION 15.		GENERAL PROVISIONS
15.1	Force Majeure
15.2	Notice
15.3	Further Assurances
15.4	Successors and Assigns
15.5	Governing Law
15.6	Arbitration
15.7	Waiver
15.8	Severability
15.9	Counterparts
15.10	Construction
15.11	Status of the Parties
15.12	Standstill
15.13	Nonsolicitation of Employees
15.14	Entire Agreement
15.15	Consent to Jurisdiction
15.16	Third Parties

iii

Annexes:

Annex A – Initial Committee Members and Alliance Managers

Annex B – Development Plan and Development Budget as of Effective Date

Annex C – Commercialization Plan and Commercialization Budget as of Effective Date

Annex D – BMS Patents

Annex E – Gilead Patents

Annex F – Gilead Licensed Trademarks

Annex G – BMS Licensed Trademarks

Annex H – Quarterly Detail Report

Annex I – Manner of Calculation of Net Selling Price

Annex J – Calculation of Cost of Goods

Annex K – Calculation of Transfer Price

Annex L – Joint Press Release

Annex M – Certain Financial Data

Annex N – Data to be Provided to Independent Accounting Expert Pursuant to Section 7.1

Annex O – JV Obligations as Sublicensee

Annex P – Key Terms of Services Agreement

Annex Q – Pricing [*]

Annex R – List of Countries Comprising the Developing World

THIS COLLABORATION AGREEMENT (this “Agreement”) is made as of December 17, 2004 (the “Effective Date”), by and among Gilead Sciences, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead Parent”), Gilead Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Gilead Parent (“Gilead Sub” and, collectively with Gilead Parent, “Gilead”), Bristol-Myers Squibb Company, a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 345 Park Avenue, New York, NY 10154 (“BMS Parent”), E.R. Squibb & Sons, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of BMS Parent (“BMS Sub” and, collectively with BMS Parent, “BMS”), and Bristol-Myers Squibb & Gilead Sciences, LLC, a limited liability company organized and existing under the laws of the State of Delaware and having its principal place of business at 333 Lakeside Drive, Foster City, CA 94404 (the “JV”) (Gilead, BMS and the JV, collectively, the “Parties” and each a “Party”).

RECITALS

WHEREAS, Gilead has developed and is marketing a proprietary nucleotide reverse transcriptase inhibitor, Viread® (known under the generic name of tenofovir disoproxil fumarate (“TDF”)), a proprietary nucleoside reverse transcriptase inhibitor, Emtriva® (known under the generic name of emtricitabine (“FTC”)), and a fixed-dose co-formulated product containing TDF and FTC as its only active pharmaceutical ingredients, Truvada®, for the treatment of HIV infection in adults;