SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 _____________________________
SCHEDULE TO (RULE 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1)
GENENTECH, INC. (Name of Subject Company (Issuer))
ROCHE INVESTMENTS USA INC. (Offeror)
an indirect wholly owned subsidiary of
ROCHE HOLDING LTD (Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer and other person))
Common Stock, Par Value $0.02 Per Share
(Title of Class of Securities) _____________________________
368710406
(Cusip Number of Class of Securities)
Carol Fiederlein Roche Investments USA Inc. 1220 N. Market Street, Suite #334 Wilmington, DE19801 Telephone: (302) 425-0151
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Dr. Beat Kraehenmann Roche Holding Ltd Grenzacherstrasse 124 CH-4070 Basel Switzerland Telephone: +41-61-688-1111	Christopher Mayer Davis Polk & Wardwell 450 Lexington Avenue New York, New York10017 Telephone: (212) 450-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$42,056,058,888.50	$1,652,803.11

* Estimated for purposes of calculating the filing fee only.  Calculated by adding (i) the product of (A) 464,844,149, which is the difference between 1,052,033,529, the number of shares (“Shares”) of common stock of Genentech, Inc. outstanding as of September 30, 2008, and 587,189,380, the number ofShares beneficially owned by Roche Holding Ltdand (B) $86.50, which is the per Share tender offer price, and (ii) the product of (A) 76,800,000, which is the number of Shares subject to “in-the-money”options outstanding as of September 30, 2008, and (B) $24.05, which is the difference between the $86.50 per Share tender offer price and $62.45, the averageweighted exercise price of such options.The number of outstanding Shares, the number of Shares subject to “in-the-money”options and the averageweighted exercise price for such options is contained in Genentech’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory # 2 for Fiscal Year 2009 issued by the Securities and Exchange Commission on September 29, 2008, by multiplying the transaction valuation by 0.0000393.

þ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,652,803.11	Filing Party:	Roche Investments USA Inc./Roche Holding Ltd
Form or Registration No.:	Schedule TO-T	Date Filed:	February 9, 2009

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ      third-party tender offer subject to Rule 14d-1

o      issuer tender offer subject to Rule 13e-4

þ      going-private transaction subject to Rule 13e-3

o      amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

This Amendment No. 1 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO on February 9, 2009 (the “Schedule TO”) by Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Parent”), and Roche Investments USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the “Purchaser”).  The Schedule TO relates to the offer by the Purchaserto purchase all outstanding shares of common stock, par value $0.02 per share (the “Shares”), of Genentech, Inc., a Delaware corporation (the “ Company”), not owned by Parent and its subsidiaries at $86.50 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 9, 2009 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

All capitalized terms used in this Amendment No. 1 without definition have the meanings ascribed to them in the Schedule TO.

The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Items 1 through 9, 11 and 13.

(1)The following sentence:

“On February 23, 2009, the Company filed a Solicitation / Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission, in which the Special Committee recommended that the Company’s stockholders reject the Offer and not tender their Shares.”

is added to the Offer to Purchase in each of the following places: (a) at the end of the first paragraph in the “Summary Term Sheet” under the caption, “What does the board of directors of Genentech think of the offer?;” (b) at the end of the ninth paragraph (beginning with “Following our announcement of the $89 per Share proposal on July 21, 2008….”) under “Introduction;” (c) asthe last paragraph under “Special Factors — Section 1 — Background;” and (d) at the end of the last paragraph under “Special Factors — Section 9 — Transactions and Arrangements Concerning the Shares.”

(2)The following paragraph:

“If, but only if, the Roche Group owns 90% or more of the outstanding Shares following consummation of the Offer, we intend to consummate promptly a short-form merger under Delaware law.  Pursuant to such merger, all public stockholders at the time of the merger would be entitled to receive for each of their Shares (i) an immediate cash payment equal to the price per Share paid in the Offer and (ii) a future cash payment equal to the incremental amount, if any, by which a “banker valuation” determined in accordance with the Affiliation Agreement exceeds the Offer price, in each case, without interest.  The initial amount would be payable at the effective time of the merger, and the incremental amount, if any, would be payable promptly after the “banker valuation” has been determined in accordance with the Affiliation Agreement.  As a result, the public stockholders at the time of the merger will receive at least the price per Share paid in the Offer.  See “Special Factors — Section 6 — Effects of the Offer.”

replaces each of the following in their entirety in the Offer to Purchase: (a) the first paragraph in the “Summary Term Sheet” under the caption, “Will the offer be followed by a merger if all the shares are not tendered in the offer?;”(b) the sixth paragraph (beginning with “If following the consummation of the Offer the Roche Group owns 90%….”) under “Introduction;”(c) the second bullet point (beginning with “If following consummation of the Offer….”) under “Special Factors — Section 2 — Purpose of and Reasons for the Offer; Plans for the Company — Purpose of and Reasons for the Offer;” and (d) the bullet point on page 23 that begins with “If after the consummation of the Offer….” under “Special Factors — Section 3 — Position of Roche Regarding Fairness of the Transaction.”

(3)The following paragraph:

“If, but only if, the Roche Group owns 90% or more of the outstanding Shares following consummation of the Offer, we intend to consummate promptly a short-form merger under Delaware law.  Pursuant to such

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merger, all public stockholders at the time of the merger would be entitled to receive for each of their Shares (i) an immediate cash payment equal to the price per Share paid in the Offer and (ii) a future cash payment equal to the incremental amount, if any, by which the “banker valuation” described below exceeds the Offer price, in each case, without interest.  The initial amount would be payable at the effective time of the merger, and the incremental amount, if any, would be payable promptly after the “banker valuation” has been determined in accordance with the Affiliation Agreement.  As a result, the public stockholders at the time of the merger will receive at least the price per Share paid in the Offer.  Under Section 4.03 of the Affiliation Agreement, if the Roche Group owns 90% or more of the outstanding Shares, any merger between the Company and a member of the Roche Group must satisfy either one of two conditions.  The so-called “banker valuation” condition (which is the condition Roche intends to satisfy) requires that the value of the consideration to be received by the public stockholders in the merger must be equal to or greater than the average of the means of the ranges of fair values for the Shares as determined by two investment banks of nationally recognized standing appointed by a committee of the Company’s independent directors.  See “Special Factors — Section 10 — Related Party Transactions — Certain Governance Arrangements — Affiliation Agreement — Business Combinations with RHI.” After consummation of the short-form merger, we intend to take all action reasonably necessary to cause the “banker valuation” to be determined in accordance with the Affiliation Agreement as soon as reasonably practicable, including requesting that a committee of the Company’s independent directors appoint two investment banks of nationally recognized standing to make such determination.”

replaces each of the following in their entirety in the Offer to Purchase: (a) the first paragraph in the Offer to Purchase under “Special Factors — Section 6 — Effects of the Offer;” and (b) the first paragraph under “The Offer — Section 13 — Certain Legal Matters; Regulatory Approvals — Requirements for a Merger.”

(4)The last bullet point on page 24 of the Offer to Purchase under “Special Factors — Section 3 — Position of Roche Regarding Fairness of the Transaction” is replaced with the following:

“If the Roche Group owns 90% or more of the outstanding Shares following consummation of the Offer and completes a short-form merger as described above, the public stockholders of the Company at the time of the merger may receive a price per Share in the merger that is higher than the Offer Price.”

(5)The following is added at the beginning of the second bullet point in the Offer to Purchase under “Special Factors — Section 10 — Related Party Transactions — Certain Governance Arrangements — Affiliation Agreement — Business Combinations with RHI:”

“in the event such a favorable vote is not obtained,”

(6)The third and fourth paragraphs in the Offer to Purchase under “Introduction” are replaced with the following:

“According to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Company 10-K”), there were outstanding approximately 1,053,413,655 Shares as of February 6, 2009 and employee stock options to purchase approximately 77,400,000 Shares as of December 31, 2008 (or approximately 1,130,813,655 Shares on a fully diluted basis).  The Roche Group owns 587,189,380 Shares representing approximately 55.7% of the outstanding Shares.  Except as set forth on Schedule B to this Offer to Purchase, the officers, directors and controlling shareholders of Parent (including the directors of the Company designated by the Roche Group) do not beneficially own any Shares.  Based on information contained in the Company’s Solicitation / Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (“SEC”) on February 23, 2009, we believe that, as of February 9, 2009, the officers and directors of the Company (other than the directors of the Company designated by the Roche Group) beneficially own approximately 10,557,102 Shares (including 10,491,874 Shares issuable upon the exercise of vested and exercisable options).

Based on the foregoing, we believe that, as of February 6, 2009, there were approximately 466,159,047 Shares outstanding, excluding Shares owned by the Roche Group, the officers, directors and controlling shareholders of Parent and the officers and directors of the Company.  Accordingly, we believe that the Majority of the Minority Condition would be satisfied if approximately 233,079,524 Shares are validly tendered pursuant to the Offer and not withdrawn (assuming that none of the outstanding options are exercised prior to

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the consummation of the Offer).  We have not verified this share capitalization information with the Company, and the actual number of Shares necessary to satisfy the Majority of the Minority Condition may be different as a result of the exercise of options or repurchases of Shares by the Company prior to the expiration of the Offer.  For purposes of calculating the Majority of the Minority Condition, Shares held by the Company in treasury or any subsidiary of the Company shall not be deemed to be outstanding.”

(7)All references in the Offer to Purchase to “55.8%” and to “1,052,033,529 Shares outstanding as of October 31, 2008” are replaced with references to “55.7%” and “1,053,413,655 Shares outstanding as of February 6, 2009”, respectively.

(8)The following is added at the end of the bullet point captioned “Raptiva” on page 21 of the Offer to Purchase under “Special Factors — Section 3 — Position of Roche Regarding Fairness of the Transaction:”

“On February 10, 2009, an additional case of PML in a patient receiving Raptiva was reported.  On February 19, 2009, the European Medicines Agency announced that it recommended the suspension of the marketing authorization for Raptiva and the U.S. Food and Drug Administration issued a public health advisory regarding Raptiva.  In the Company 10-K, the Company has cautioned that it expects Raptiva to lose market share to competitors due to the PML cases and that the Company may be unable to maintain regulatory approval for Raptiva or there may be significant restrictions placed on its use.  For further information concerning the Company’s disclosure, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company 10-K.”

(9)The information appearing in the Offer to Purchase under “Special Factors — Section 10 — Related Party Transactions — Commercial Relationships and Other Transactions and Arrangements” is replaced with the following:

“The Company regularly engages in transactions with members of the Roche Group in the ordinary course of business.  Since 1990 when the Roche Group first acquired a majority interest in the Company, the Roche Group has been the Company’s most significant strategic partner collaborating with the Company on the co-development and commercialization of many of the Company’s key products. As a result, the Company and its subsidiaries and the Roche Group are currently parties to a number of commercial agreements. These agreements include: the Commercialization Agreement, a July 1998 licensing and marketing agreement related to anti-HER2 antibodies, a research collaboration agreement, a tax sharing agreement, an umbrella supply agreement, a short-term supply agreement, a licensing agreement between the Company and Piramed Limited related to molecules targeting the PI3 kinase pathway, a licensing agreement related to a preclinical small-molecule drug development program, an agreement between the Company and Chugai Pharmaceutical Co., Ltd. related to the manufacture of Actemra® (tocilizumab), a companion diagnostics master agreement between the Company and Roche Molecular Systems and a collaboration agreement among the Company, Roche and GlycArt for the joint development and commercialization of GA101.  Information regarding these agreements, transactions and arrangements, including the amounts involved, is set forth below and in the Company 10-K under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 10, “Relationship with Roche Holdings, Inc. and Related Party Transactions” to the Consolidated Financial Statements of the Company, which sections are incorporated by reference herein.  All descriptions provided in this Offer to Purchase regarding these agreements, transactions and arrangements are qualified by reference to the Company 10-K.

Under the Company’s existing arrangements with the Roche Group, including the Commercialization Agreement, the Company recognized the following amounts (in millions):

	2008		2007		2006
Product sales to the Roche Group	$	868	$	768	$	359
Royalties earned from the Roche Group	$	1,544	$	1,206	$	846
Contract revenue from the Roche Group	$	138	$	95	$	125
Cost of sales on product sales to the Roche Group	$	472	$	422	$	268
Research and development expenses incurred on joint development projects with the Roche Group	$	336	$	259	$	213
In-licensing expenses to the Roche Group	$	145	–  _			– ”

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(10)The second sentence in the Offer to Purchase under “Special Factors — Section 10 — Related Party Transactions — Transactions and Arrangements with Novartis” is replaced with the following:

“Information regarding these transactions, including the amounts involved, is set forth in the Company 10-K under Note 10, “Relationship with Roche Holdings, Inc. and Related Party Transactions — Novartis” to the Consolidated Financial Statements of the Company, which section is incorporated by reference herein.”

(11)The information appearing in the Offer to Purchase under “The Offer — Section 8 — Certain Information Concerning the Company — Financial Information” and “The Offer — Section 8 — Certain Information Concerning the Company — Recent Developments” is replaced with the following:

“Financial Information.  The following table sets forth summary historical consolidated financial data for the Company as of and for each of the years ended December 31, 2008 and 2007. The selected financial data and the per Share data set forth below are extracted from, and should be read in conjunction with, the consolidated financial statements and other financial information contained in the Company 10-K. More comprehensive financial information is included in the Company 10-K (including management’s discussion and analysis of financial condition and results of operation) and other documents filed by the Company with the SEC, and the following summary is qualified in its entirety by reference to the Company 10-K and such other documents and all of the financial information and notes contained therein. The financial statements included as Item 8 of the Company 10-K are hereby incorporated by reference in this Offer to Purchase. The report and other documents may be examined, and copies may be obtained from the SEC in the manner described under “— Additional Information” below.

Summary Historical Consolidated Financial Data

(in millions, except per Share amounts and ratio of earnings to fixed charges)

	Years Ended December 31,
	2008		2007
	(audited)
Consolidated Balance Sheet Data
Total current assets	$	10,073	$	8,753
Total noncurrent assets		11,714		10,187
Total assets	$	21,787	$	18,940
Total current liabilities	$	3,095	$	3,918
Total noncurrent liabilities		3,021		3,117
Total liabilities	$	6,116	$	7,035
Consolidated Statements of Income Data
Total operating revenue	$	13,418	$	11,724
Product sales		10,531		9,443
Royalties		2,539		1,984
Contract revenue		348		297
Total costs and expenses		8,089		7,495
Operating income		5,329		4,229
Net income	$	3,427	$	2,769
Ratio of earnings to fixed charges (1)	42.33			35.06
Comparative per Share Data
Net income per Share
Basic	$	3.25	$	2.63
Diluted	$	3.21	$	2.59
Book Value per Share (2)	$	14.88

__________________________________

Notes to Summary Historical Consolidated Financial Data:

(1) The Company historically has not reported a ratio of earnings to fixed charges.  The ratio of earnings to fixed charges has been computed based on publicly available information.  For purposes of determining this ratio, earnings consists of pre tax income from continuing operations, plus fixed charges, less capitalized interest.  Fixed charges include interest costs, whether expensed or capitalized, and an estimate by Roche of the Company’s interest component of rental expense.  Roche’s estimate of the Company’s interest component of rental expense may not be consistent with the Company’s estimate and, therefore, the Company’s calculation of the ratio of earnings to fixed charges may differ from Roche’s calculation.

(2) Book value per share is not a term defined by generally accepted accounting principles.  Book value per Share is calculated by dividing total stockholders’ equity as of December 31, 2008 by the number of Shares outstanding as of February 6, 2009.”

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(12)The following new paragraphs are added to the Offer to Purchase after the final paragraph under “The Offer — Section 13 — Certain Legal Matters; Regulatory Approvals — Certain Litigation — Delaware Chancery Court:”

“On February 19, 2009, plaintiffs in In re Genentech, Inc. Shareholders Litigation filed a motion for leave to serve and file a supplement to the Consolidated Delaware Complaint.  Also on February 19, 2009, the plaintiffs filed a motion to preliminarily enjoin the Offer based on allegations, described in the supplement to the complaint, that the Offer is structurally coercive and not entirely fair to the public stockholders of the Company and contains materially false and misleading disclosures.  Oral argument on plaintiffs’ motion for a preliminary injunction will be heard on March 9, 2009, and Roche intends to vigorously oppose the motion.

On February 24, 2009, the court deemed plaintiffs’ supplement to the complaint filed and served as of that date.  The supplement to the complaint adds Purchaser as a named defendant and seeks damages, declaratory and injunctive relief based on allegations that, among other things, the Roche entities and the Roche Group’s designees on the Company’s board of directors breached their fiduciary duties to the Company’s public stockholders by commencing the Offer.  Plaintiffs allege that the Offer is coercive and not entirely fair, contains materially false and misleading disclosures and seeks to cash out the Company’s public stockholders at a grossly inadequate price before the anticipated release in April 2009 of clinical trial results for Avastin.  The supplement to the complaint further alleges that the Offer is coercive and thus is subject to entire fairness review because, among other things, Roche cannot commit unilaterally to consummate a short-form merger promptly after closing the Offer at the same price as was paid in the Offer, and Roche has made certain “retributive threats” concerning the alternatives it may pursue in the event that the Offer is not completed, including the possibility that Roche could exercise its right to proportional representation on the Company’s board of directors.

The supplement to the complaint also seeks declaratory relief concerning the validity and interpretation of Section 4.02 of the Affiliation Agreement and alleges that the Offer misstates the requirements of that agreement for a merger of Roche and the Company.  The supplement to the complaint alleges that Section 4.02 requires that any merger of Roche and the Company must first be submitted to a vote of the then-outstanding public stockholders and that, only in the event such a favorable vote is not obtained, the consideration to be paid in such a merger may be established by two independent investment banks.  The supplement to the complaint further alleges that Section 4.02 violates Delaware Law insofar as it provides that no person or group may cast more than 5% of the votes cast in such a vote.  The supplement to the complaint also alleges that the Tender Offer Statement on Schedule TO filed with the SEC in connection with the Offer fails to disclose material information, including copies of the presentations exchanged between Greenhill and Goldman Sachs, the November Financial Model, the June LRP Summary, the Company’s December 2007 long range plan, the “proposed December 2008 Long-Range Plan” and the “December 2008 budget,” as well as Roche’s internal projections on the Company’s business prospects and product pipeline.”

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Item 12.

Exhibit No.	Description
(a)(5)(xxxxii)	Supplement to the Consolidated Class Action Complaint, dated February 19, 2009, filed in In re Genentech, Inc. Shareholders Litigation (in the Court of Chancery of the State of Delaware).
(a)(5)(xxxxiii)	Press Release issued by Roche, dated February 27, 2009.
(a)(5)(xxxxiv)	Presentation on Roche’s offer to acquire minority shares in Genentech, dated March 2009.

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SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: March 2, 2009
	ROCHE INVESTMENTS USA INC.
	By:  /s/ Carol Fiederlein
	Name:  Carol Fiederlein
	Title:    Secretary
	ROCHE HOLDING LTD
	By:  /s/ Steve Krognes
	Name:  Steve Krognes
	Title:    Authorized Signatory
	By:  /s/ Beat Kraehenmann
	Name:  Dr. Beat Kraehenmann
	Title:    Authorized Signatory

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EXHIBIT INDEX

Item 12.  Exhibits.

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase dated February 9, 2009.*
(a)(1)(ii)	Letter of Transmittal.*
(a)(1)(iii)	Notice of Guaranteed Delivery.*
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies, Custodians, Holder of Employee Stock Purchase Plan Shares and Other Nominees.*
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies, Custodians, Holder of Employee Stock Purchase Plan Shares and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Summary Advertisement to be published in The Wall Street Journal.*
(a)(5)(i)	Roche Annual Report 2008 Finance Report, containing the audited consolidated financial statements for Roche Holding Ltd and its consolidated subsidiaries as of and for each of the years ended December 31 2008 and 2007.*
(a)(5)(ii)	Verified consolidated class action complaint in the consolidated action captioned In re Genentech, Inc. Shareholders Litigation, filed in the Court of Chancery of the State of Delaware and dated August 18, 2008.*
(a)(5)(iii)	Complaint of Alameda County Employees’ Retirement Association against Genentech, Inc., William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Roche Holdings, Inc., and Roche Holding, Ltd., filed in the Court of Chancery of the State of Delaware and dated July 29, 2008.*
(a)(5)(iv)	Complaint of City of Dearborn Heights General Employees’ Retirement System against Roche Holdings AG, Herbert Boyer, William Burns, Erich Hunziker, Jonathan Knowles, Arthur Levinson, Debra Reed, and Charles Sanders, filed in the Court of Chancery of the State of Delaware and dated July 25, 2008.*
(a)(5)(v)	Complaint of City of Edinburgh Council as Administering Authority of Lothian Pension Fund against Roche Holdings, Inc., Herbert Boyer, William Burns, Erich Hunziker, Jonathan Knowles, Arthur Levinson, Debra Reed, and Charles Sanders, filed in the Court of Chancery of the State of Delaware and dated July 29, 2008.*
(a)(5)(vi)	Complaint of Fulton County Employees’ Retirement System against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Genentech, Inc., Roche Holdings, Inc., and Roche Holding Ltd, filed in the Court of Chancery of the State of Delaware and dated August 5, 2008.*
(a)(5)(vii)	Complaint of Ira J. Gaines against Genentech, Inc., Roche Holding, Ltd., Roche Holdings, Inc., Arthur D. Levinson, Herbert W. Boyer, William Burns, Erich Hunziker, Jonathan Knowles, Debra Reed, and Charles Sanders, filed in the Court of Chancery of the State of Delaware and dated July 23, 2008.*
(a)(5)(viii)	Complaint of The General Retirement Fund for the City of Detroit against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Genentech, Inc., Roche Holdings, Inc., and Roche Holding Ltd, filed in the Court of Chancery of the State of Delaware and dated August 7, 2008.*
(a)(5)(ix)	Complaint of Montgomery County Employees’ Retirement Fund against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Genentech, Inc., Roche Holdings, Inc., and Roche Holding Ltd, filed in the Court of Chancery of the State of Delaware and dated July 22, 2008.*
(a)(5)(x)	Complaint of City of Tallahassee’s Employees’ Retirement System against Genentech Inc., Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, and Roche Holdings, Inc., and Roche Holding Ltd, filed in the Court of Chancery of the State of Delaware and dated July 28, 2008.*

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(a)(5)(xi)	Complaint of Peter Wrubel against Genentech, Inc., Roche Holding, Ltd., Roche Holdings, Inc., Arthur D. Levinson, Herbert W. Boyer, William Burns, Erich Hunziker, Jonathan Knowles, Debra Reed, and Charles Sanders, filed in the Court of Chancery of the State of Delaware and dated July 24, 2008.*
(a)(5)(xii)	Complaint of Bader & Yakaitis PSP and Trust against Genentech, Inc., Arthur D. Levinson, Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Debra L. Reed and Charles Sanders, filed in the Superior Court of the State of California, County of San Mateo and dated July 22, 2008.*
(a)(5)(xiii)	Complaint of Misty L. Colwell against Genentech, Inc., Arthur D. Levinson, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Herbert W. Boyer, Debra L. Reed, Charles A. Sanders, and Roche Holdings AG, filed in the Superior Court of the State of California, County of San Mateo and dated July 21, 2008.*
(a)(5)(xiv)	Complaint of Robert Corwin against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Genentech, Inc., Roche Holdings, Inc. and Roche Holding Ltd, filed in the Superior Court of the State of California, County of San Mateo and dated July 29, 2008.*
(a)(5)(xv)	Complaint of Robert L. Garber against Genentech, Inc., Arthur D. Levinson, Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Debra L. Reed and Charles A. Sanders, filed in the Superior Court of the State of California, County of San Mateo and dated July 22, 2008.*
(a)(5)(xvi)	Complaint of Joel A. Gerber against Genentech, Inc., Arthur D. Levinson, Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Debra L. Reed and Charles A. Sanders, filed in the Superior Court of the State of California, County of San Mateo and dated July 22, 2008.*
(a)(5)(xvii)	Complaint of Elizabeth Henderson against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Roche Holdings, Inc., and Roche Holding Ltd, filed in the Superior Court of the State of California, County of San Mateo and dated July 23, 2008.*
(a)(5)(xviii)	Amended complaint of Elizabeth Henderson against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Roche Holdings, Inc., and Roche Holding Ltd, filed in the Superior Court of the State of California, County of San Mateo and dated August 15, 2008.*
(a)(5)(xix)	Complaint of James Kenney against Genentech, Inc., Arthur D. Levinson, Herbert W. Boyer, Debra L. Reed, Charles A. Sanders, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, filed in the Superior Court of the State of California, County of San Mateo and dated July 22, 2008.*
(a)(5)(xx)	Complaint of Katherine Krattenmaker against Arthur D. Levinson, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Herbert W. Boyer, Debra L. Reed, Charles A. Sanders, Genentech, Inc., Roche and Roche Holdings Inc., filed in the Superior Court of the State of California, County of San Mateo and dated July 21, 2008.*
(a)(5)(xxi)	Complaint of Louisiana Municipal Police Employees’ Retirement System against Genentech, Inc., Roche Holdings, Inc., William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Herbert W. Boyer, Arthur D. Levinson, Debra L. Reed, and Charles A. Sanders, filed in the Superior Court for the State of California, County of San Mateo and dated July 23, 2008.*
(a)(5)(xxii)	Complaint of Louisiana Sheriffs’ Pension and Relief Fund against Genentech, Inc., Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Roche Holding AG, filed in the Superior Court for the State of California, County of San Mateo and dated July 23, 2008.*
(a)(5)(xxiii)	Complaint of Lucky All Five Investments, LP against Genentech, Inc., Roche Holdings, Inc., Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, and Charles A. Sanders, filed in the Superior Court of the State of California, County of San Mateo and dated July 24, 2008.*

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(a)(5)(xxiv)	Complaint of Vern Mercier against Genentech, Inc., Arthur D. Levinson, Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Debra L. Reed and Charles A. Sanders, filed in the Superior Court of the State of California, County of San Mateo and dated July 24, 2008.*
(a)(5)(xxv)	Complaint of Vern Mercier against Genentech, Inc., Arthur D. Levinson, Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Debra L. Reed, and Charles A. Sanders, filed in the Superior Court of the State of California, County of San Francisco and dated July 24, 2008.*
(a)(5)(xxvi)	Complaint of New Jersey Laborers Pension Fund and New Jersey Laborers Annuity Fund against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Genentech, Inc., Roche Holdings, Inc. and Roche Holding Ltd, filed in the Superior Court of the State of California, County of San Mateo and dated August 7, 2008.*
(a)(5)(xxvii)	Complaint of Eric A. Olsen against Genentech, Inc., Roche Holding Ltd, Roche Holdings, Inc., Arthur D. Levinson, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Herbert W. Boyer, Debra L. Reed, and Charles A. Sanders, filed in the Superior Court of the State of California, County of San Mateo and dated August 19, 2008.*
(a)(5)(xxviii)	Complaint of Papazian Distributing Co., Inc. against Roche Holdings, Inc., Roche Holding AG, Genentech, Inc., Arthur D. Levinson, Herbert W. Boyer, William Burns, Erich Hunziker, Jonathan Knowles, Debra Reed, and Charles Sanders, filed in the Superior Court of the State of California, County of San Mateo and dated July 24, 2008.*
(a)(5)(xxix)	Complaint of Elsa Rosenberg against Genentech, Inc., Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, and Roche Holdings AG, filed in the Superior Court of the State of California, County of San Mateo and dated July 21, 2008.*
(a)(5)(xxx)	Complaint of Irving J. Taylor against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Genentech, Inc., Roche Holdings, Inc. and Roche Holding Ltd, filed in the Superior Court of the State of California, County of San Mateo and dated July 29, 2008.*
(a)(5)(xxxi)	Complaint of Arnold Wandel against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Genentech, Inc., and Roche Holding AG, filed in the Superior Court of the State of California, County of San Mateo and dated July 22, 2008.*
(a)(5)(xxxii)	Complaint of Ernest Gottdiener against Arthur D. Levinson, Charles A. Sanders, Jonathan K.C. Knowles, William M. Burns, Erich Hunziker, Herbert W. Boyer, Debra L. Reed, Genentech, Inc. and Roche Holding AG, filed in the United States District Court for the Northern District of California and dated August 5, 2008.*
(a)(5)(xxxiii)	Complaint of John P. McCarthy Profit Sharing Plan against Genentech, Inc., Roche Holding, Ltd, Roche Holdings, Inc., Roche Holding AG, Arthur D. Levinson, Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Debra L. Reed, and Charles Sanders, filed in the United States District Court for the Northern District of California and dated August 4, 2008.*
(a)(5)(xxxiv)	Complaint of Arnold Wandel against Herbert W. Boyer, William M. Burns, Erich Hunziker, Jonathan K.C. Knowles, Arthur D. Levinson, Debra L. Reed, Charles A. Sanders, Genentech, Inc., and Roche Holding AG, filed in the United States District Court for the Northern District of California and dated July 23, 2008.*
(a)(5)(xxxv)	Stipulation and Agreement Resolving Certain Issues Between and Among Co-Lead Plaintiffs and Defendants Roche Holdings, Inc., Erich Hunziker, Jonathan K.C. Knowles, and William M. Burns, filed in In re Genentech, Inc. Shareholders Litigation (in the Court of Chancery of the State of Delaware) and dated September 24, 2008.*

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(a)(5)(xxxvi)	Order of Vice Chancellor Strine, dated September 26, 2008, Granting the Stipulation and Agreement Resolving Certain Issues Between and Among Co-Lead Plaintiffs and Defendants Roche Holdings, Inc., Erich Hunziker, Jonathan K.C. Knowles, and William M. Burns, filed in In re Genentech, Inc. Shareholders Litigation (in the Court of Chancery of the State of Delaware).*
(a)(5)(xxxvii)	Press Release issued by Roche, dated February 9, 2009.*
(a)(5)(xxxviii)	Investor Q&A, dated February 9, 2009.*
(a)(5)(xxxix)	Roche Investor Presentation, dated February 9, 2009.*
(a)(5)(xxxx)	Transcript of Interview with Dr. Humer, dated February 9, 2009.*
(a)(5)(xxxxi)	Letter to Genentech Employees, dated February 9, 2009.*
(a)(5)(xxxxii)	Supplement to the Consolidated Class Action Complaint, dated February 19, 2009, filed in In re Genentech, Inc. Shareholders Litigation (in the Court of Chancery of the State of Delaware).
(a)(5)(xxxxiii)	Press Release issued by Roche, dated February 27, 2009.
(a)(5)(xxxxiv)	Presentation on Roche’s offer to acquire minority shares in Genentech, dated March 2009.
(c)(i)	Presentation dated February 7, 2009 provided by Greenhill & Co., LLC to Roche.*
(d)(i)	Form of Affiliation Agreement dated as of July 22, 1999, between the Company and Roche Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to the Company’s Registration Statement (No. 333-80601) on Form S-3 filed on July 16, 1999).*
(d)(ii)	Amendment No. 1 dated as of October 22, 1999 to the Affiliation Agreement dated as of July 22, 1999 between the Company and Roche Holdings, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999 filed on February 8, 2000).*
(d)(iii)	Form of Amended and Restated Agreement, restated as of July 1, 1999, between the Company and F. Hoffmann-La Roche Ltd regarding Commercialization of Genentech’s Products outside the United States (incorporated by reference to Exhibit 10.2 to Amendment No. 3 to the Company’s Registration Statement (No. 333-80601) on Form S-3 filed on July 16, 1999).*
(d)(iv)	Amendment dated as of March 10, 2000 to Amended and Restated Agreement between the Company and F. Hoffmann-La Roche Ltd regarding Commercialization of Genentech’s Products outside the United States (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed on July 27, 2004).*
(d)(v)	Amendment dated as of June 26, 2000 to Amended and Restated Agreement between the Company and F. Hoffmann-La Roche Ltd regarding Commercialization of Genentech’s Products outside the United States (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed on July 27, 2004).*
(d)(vi)	Third Amendment dated as of April 30, 2004 to Amended and Restated Agreement between the Company and F. Hoffmann-La Roche Ltd regarding Commercialization of the Company’s Products outside the United States (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed on July 27, 2004).*
(d)(vii)	Form of Tax Sharing Agreement dated as of July 22, 1999 between the Company and Roche Holdings, Inc (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to the Company’s Registration Statement (No. 333-80601) on Form S-3 filed on July 16, 1999).*
(d)(viii)	Collaborative Agreement dated as of April 13, 2004 among the Company, F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed on July 27, 2004).*
(f)	Section 262 of the Delaware General Corporation Law (included as Schedule C to the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).*
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

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EX-99.A.5.XXXXII

Exhibit (a)(5)(xxxxii)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

  IN RE GENENTECH, INC. STOCKHOLDERS LITIGATION   CONSOLIDATED CIVIL ACTION NO. 3911-VCS

SUPPLEMENT TO THE CONSOLIDATED CLASS ACTION COMPLAINT

Pursuant to Chancery Court Rule 15(d), Co-Lead Plaintiffs Alameda County Employees’ Retirement Association, City of Edinburgh Council as Administering Authority for the Lothian Pension Fund, and Montgomery County Employees’ Retirement Fund (“Co-Lead Plaintiffs”) hereby supplement the Consolidated Class Action Complaint (“Complaint”) in this action to include transactions, occurrences, and events that have happened since the filing of the Complaint.

A.  Summary of the Supplement

1.           On February 9, 2009, defendant Roche Holdings, Inc. (“Roche”), caused its wholly-owned subsidiary, defendant Roche Investments USA, Inc. (“Roche Investments,” which shall be included herein in the definition of “Roche”), to commence a tender offer to acquire all outstanding shares of Genentech, Inc. (“Genentech” or the “Company”) that it does not already own in exchange for $86.50 per share (the “Offer”).  Through the Offer, Roche seeks to cash out Genentech’s minority stockholders at a grossly inadequate price, and before anticipated release in April 2009 of clinical trial results for the Company’s flagship cancer drug Avastin, under the pretense that Genentech’s minority stockholders have a free choice whether to accept or reject the transaction.  However, the Offer is both structurally coercive and entirely unfair on its face, and is made more so by Roche’s materially misleading disclosures concerning the Offer.  Injunctive relief from the Court is warranted.

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2.           The Offer is materially misleading and both structurally coercive and entirely unfair on its face.  As alleged herein, the Offer is materially misleading, as it misstates the unambiguous merger process requirements of the Affiliation Agreement (defined herein).  The Offer also is wrongfully coercive, as, given the merger process requirements of the Affiliation Agreement, Roche cannot now commit unilaterally to consummate a short-form merger at a price certain promptly after closing the Offer.  The coercion is heightened by Roche’s statements in the Offer that it intends to increase its influence over the Company if Roche does not acquire the entire equity interest of Genentech.  Injunctive relief from the Court is warranted.

3.           For a majority shareholder proposing a going-private transaction to be accomplished through a tender offer/second-step merger to avoid the careful scrutiny of the “entire fairness” test, the transaction must not be coercive, and there must be full disclosure.  The transaction is coercive and subject to entire fairness review unless (i) the tender offer is subject to a non-waivable majority of the minority condition, (ii) the controlling stockholder has committed to consummate a prompt second-step short-form merger pursuant to 8 Del. C. §253 (“Section 253”) if the tender increases ownership above 90%, (iii) the controlling stockholder has made no threats of retribution if the transaction is not completed, and (iv) the independent directors are given complete discretion and sufficient time to respond to the tender offer.  Because Roche’s going-private plan, as contemplated by the Offer, does not meet all these criteria, it is necessarily coercive and subject to the entire fairness test.  To be sure, Roche cannot, because of its contractual obligations under the Affiliation Agreement, promise Genentech’s minority shareholders that a prompt Section 253 merger will take place at at least the $86.50 Offer price.  Accordingly, the Offer should be enjoined unless and until (i) the terms thereof are entirely fair

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to Genentech’s minority stockholders and (ii) Roche has made full material disclosures concerning the Offer.

4.           Under In re Pure Resources, Inc. Stockholders Litigation, 808 A.2d 421, 435-438 (Del. Ch. 2002), the rationale for eliminating the entire fairness test where a controlling stockholder utilizes a tender offer followed by a second-step Section 253 merger is that, assuming full disclosure, the combined transaction does not coerce minority stockholders to tender their stock.  A key factor in dispensing with entire fairness is that neither the tender offer nor the short-form merger requires any action by the subsidiary’s board aside from stating its position on the Tender Offer on Schedule 14D-9. Moreover, the second-step merger under the rubric of Pure Resources necessarily involves neither a stockholder meeting nor a stockholder vote because the Section 253 short-form merger can be effected by the controlling stockholder itself.  Stated differently, that the terms of a second-step merger are certain and not subject to negotiation or vote renders the going-private transaction non-coercive.

5.           Because Roche’s Offer and proposed second-step merger are subject to contractual terms that require “dealing” as to a minority stockholder vote, action by independent Genentech directors to select investment bankers, and price terms based on the average mean of the range of fair values determined by those bankers, the transaction implicates the entire fairness standard.  The affiliation agreement by and between Roche and Genentech dated July 22, 1999, as amended (the “Affiliation Agreement”), precludes Roche from effecting a second-step merger “without a formal process.” Indeed, the Affiliation Agreement precludes a unilateral Section 253 short-form merger without a process as the second-step merger here.  Roche admits in its SEC filings concerning the Offer that “[t]he Affiliation Agreement provides additional protections to unaffiliated stockholders in connection with a second-step merger.” Because the

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Affiliation Agreement prescribes a process, particularly one that, prior to the process provided by Section 4.02 of the Affiliation Agreement, provides no certainty regarding the terms of a second-step merger, Roche’s Offer and its plan to acquire all of Genentech’s publicly held minority stock must be entirely fair to Genentech’s minority stockholders.

6.           An effect of these provisions is to require a vote on the second-step transaction even if Roche acquires more than 90% of Genentech’s stock in the first-step tender.  As a result, Roche’s disclosures concerning the Offer, describing the second-step merger, are false and misleading and are likely to confuse stockholders that are making a decision whether to tender their stock.

B.  Additional Parties

7.           Co-Lead Plaintiffs file this Supplement against all Defendants named in the Complaint, and against newly-added defendant Roche Investments USA, Inc., a Delaware corporation and wholly-owned subsidiary of Roche, formed for the purpose of pursuing the Offer and taking Genentech private.

C.  Procedural History Prior to Roche’s Offer

8.           This Action was commenced on July 22, 2008, after Roche announced on July 21, 2008 that it intended to acquire the remaining shares of Genentech that it did not already own for $89.00 per share.  The operative Complaint was filed on August 18, 2008.  In the Complaint, Co-Lead Plaintiffs allege, inter alia, that certain provisions of the Affiliation Agreement and of Genentech’s Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), are invalid because they conflict with Delaware law and Genentech’s bylaws, and because such provisions preclude Roche and Genentech’s directors from fulfilling their respective fiduciary duties to Genentech’s public stockholders in connection with a business

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combination between the two companies.  Genentech formed a committee of independent directors to negotiate with Roche (the “Special Committee”), and the Special Committee rejected Roche’s $89.00 per share offer as significantly undervaluing the Company.

9.           On September 24, 2008, Co-Lead Plaintiffs, Roche, and Roche’s designees to Genentech’s board of directors (the “Board”) entered into a Stipulation and Agreement Resolving Certain Issues (the “Stipulation”).  The Stipulation provides, generally, that certain provisions of the Affiliation Agreement and Restated Certificate would not prevent Genentech’s independent directors from fairly considering a business transaction with Roche or from fulfilling their fiduciary duties to safeguard the best interests of Genentech’s minority stockholders.  Furthermore, the Stipulation provides that section 4.02 of the Affiliation Agreement (“Section 4.02”) shall not be construed “to eliminate or limit the statutory and common law requirements for the consummation of a business combination involving a controlling stockholder, such as Roche.”  The Court entered the Stipulation as an Order on September 26, 2008.

D.  Subsequent Public Disclosures Pertinent to Roche’s Merger Negotiations with Genentech

10.           Throughout the remainder of 2008, little information was publicly disclosed concerning Roche’s plan to take Genentech private.  In October 2008, Roche stated that it remained committed to a transaction and that it aimed to reach an agreement with Genentech.  Then, approximately three months later, on January 9, 2009, the Financial Times reported that Roche was preparing to raise its bid for Genentech to $95.00 per share.

11.           Despite public silence from the two companies regarding Roche’s going-private plan, news concerning Genentech’s financial successes and of the rosy prospects for its drug pipeline has been abundant.  Throughout the second half of 2008 and beginning of 2009,

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Genentech released positive financial reports for its 3Q08 and FY08.  On October 14, 2008, Genentech issued a press release in which it disclosed that its product sales, operating revenue, and net income all achieved double-digit percentage increases over corresponding 3Q07 figures.  Similarly, on January 15, 2009, Genentech published a press release announcing its FY08 financial results.  As with the 3Q08 results, FY08 product sales, operating revenue, net income, and earnings per share all achieved double-digit increases over FY07 figures.  In connection with its FY08 results, Genentech announced that it expects its non-GAAP FY09 earnings per share to be in the range of $3.55-$3.90, substantially higher than analysts’ consensus estimates of $3.43.

12.           In addition to financial success, Genentech has also issued numerous press releases announcing the continued successes in clinical trials of key products, such as Avastin, Rituxan, and Tarceva, each of which realized double-digit percentage increases in sales in FY08 over FY07.  Together, these three products generated more than $5.7 billion in revenue for Genentech in FY08.

13.           Genentech’s financial success, and the rosy expectations for its products, has placed Roche in a precarious negotiating position.  As the headline of a January 23, 2009 article published by The Wall Street Journal (“The Journal”) reads: “Roche Faces Big Decision On Genentech Bid As Key Data Loom”.  According to The Journal, clinical trial data regarding Genentech’s flagship cancer drug Avastin is likely due in mid-April, “and the results are considered a success.” Thus, as The Journal reported, Roche risks paying significantly more than the already rejected offer of $89 a share.

14.           Roche, the majority stockholder of Genentech and with three designees on the Genentech Board, is no doubt already aware of Avastin’s impact on Genentech’s value.  More importantly, Roche is aware of non-public information concerning the clinical trial successes of

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Avastin and other Genentech products.  Armed with this information, and fully appreciative of the risks inherent in waiting for Avastin’s trial results to become public, Roche announced on January 30, 2009 that it intended to commence a cash tender offer for all outstanding publicly-held shares of Genentech at $86.50 per share.  This announcement telegraphed Roche’s strategy to acquire Genentech: coerce Genentech’s public stockholders into accepting $86.50 per share while public knowledge of Avastin’s future success remains incomplete.

E.   Roche Commences the Tender Offer

15.           On February 9, 2009, Roche commenced the Offer to purchase the minority percentage of Genentech common stock that Roche does not already own in exchange for $86.50 per share.  In connection with the commencement of the Offer and Roche’s solicitation of Genentech common stockholders to tender their shares in the Offer, Roche filed with the SEC a Schedule TO (the “TO”) that describes the terms of the Offer.  The Offer is scheduled to close on March 12, 2009.

F.   Roche’s Offer and Plan to Subsequently Acquire All of Genentech’s Stock

16.           Roche’s objective is to acquire total control of the Company through the Offer.  As the TO states, the “purpose of the Offer is to acquire as many of the publicly-held Shares as possible as a first step in acquiring the entire equity interest in the Company.”

17.           Roche’s stated preference is to acquire in the Offer enough shares such that its ownership in the Company after the Offer closes will exceed 90%, an ownership threshold that ordinarily would itself enable Roche to effectuate a short-form merger pursuant to Section 253 to squeeze out any remaining public stockholders at a price unilaterally determined by Roche.  According to the TO, “If, following the consummation of the offer the Roche Group owns 90% or more of the outstanding Shares, we intend to consummate, as soon as reasonably practicable, a

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second-step merger with the Company in which all remaining public stockholders would receive the same price per Share as was paid in the Offer, without interest, subject to compliance with the Affiliation Agreement ....”

18.           However, failure to acquire 90% of the Company’s will not deter Roche’s dreams of unilateral control.  According to the TO, the Offer is conditioned upon, among other things, “there being validly tendered and not withdrawn prior to the expiration of the Offer a number of Shares representing at least a majority of the outstanding Shares, excluding Shares owned by the Roche Group, the officers, directors and controlling stockholders of [Roche] and the officers and directors of the Company (the “Majority of the Minority Condition”).” According to the TO, Roche owns 587,189,380 of the Company’s 1,052,033,529 outstanding common shares, or 55.8%.  Furthermore, Company officers and directors own 60,600 (of which members of the Special Committee own 29,500) shares of Genentech common stock, not including shares issuable upon exercise of employee stock options.  Thus, Roche will satisfy the Majority of the Minority Condition if it purchases 232,391,775 shares of Company common stock in the Offer.

19.           To ensure total control over Genentech, Roche has stated that it “currently intend[s] to exercise [its] right to obtain proportional representation on Genentech’s board of directors when we purchase shares in the offer.” Pursuant to the Company’s bylaws, Roche is entitled to appoint to the Board a certain number of directors proportionate to Roche’s percentage ownership of Genentech common stock, rounded up to the nearest whole number.  Presently, and historically, only three Roche designees sit on the Board despite the fact that Roche’s holdings entitle it to appoint four directors.  Roche currently has seven directors.

20.           If the Offer closes (i.e., the Majority of the Minority Condition is met), Roche will control at least 77.9% of the Company’s common stock.  Pursuant to the Company’s bylaws,

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Roche will cause the number of directors to increase to nineteen members.  Thereafter, Roche will appoint fifteen directors to the Board should the Offer close to achieve proportionate representation while still satisfying the bylaw requirement that the Board at all times include at least one executive officer of the Company and three Independent Directors (i.e., individuals not related to Roche).

G.  The Terms of the Tender Offer Violate Delaware Law

(1) Roche Cannot Guarantee a Second-Step Merger in Accordance with Section 253

21.           Section 4.02 prescribes a clear procedure by which Roche admits any merger between Roche and Genentech must be conducted:

Roche agrees to require, as a condition to consummation of any merger of the Company with Roche or an affiliate of Roche or a sale of all or substantially all of the assets of the Company to Roche or an affiliated of Roche, that (i) such merger or sale receive the favorable vote of a majority of the shares of Common Stock voted at any meeting or adjournment thereof not beneficially owned by Roche and its affiliates, provided that no PERSON (as such term is defined in Section 16(a) of the 1934 Act) or GROUP (as defined in Section 13(d) of the 1934 Act) shall be entitled to cast more than 5% of the votes cast at such meeting, or, in the event such a favorable vote is not obtained, (ii) the value of the consideration to be received by the holders of Common Stock other than Roche and its affiliates in connection with such merger or sale shall be equal to or greater than the average of the means of the ranges of fair values for the Common Stock as determined by two Investment Banks.  (Emphasis added.)

Section 4.01 of the Affiliation Agreement defines “Investment Bank” as an investment bank of nationally recognized standing appointed by a committee of Independent Directors.

22.           The clear and unambiguous language of Section 4.02 states that any merger between Roche and Genentech, necessarily including a merger in the event Roche acquires 90% of Genentech’s stock, must first be submitted to a vote of the then-outstanding minority stockholders of the Company.  For the Offer to be non-coercive, Roche must, among other things, guarantee a prompt second-step merger at the same price as offered in the Offer.  Roche

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cannot commit unilaterally to effecting a back-end merger at a price certain because Roche cannot guarantee that the Section 4.02 vote will be achieved.  This fact alone eliminates Roche’s ability to conduct a “prompt” Section 253 merger following the Offer.

23.           Indeed, by having contractually bound itself to the process prescribed in Section 4.02, it is now impossible for Roche unilaterally to conduct a short-form merger pursuant to Section 253 or to commit to a Section 253 merger at the same price as or no lower than that offered in the Tender Offer.

24.           Furthermore, Section 4.02(i) disenfranchises Genentech’s minority stockholders by limiting the number of shares they may vote for or against the second-step merger to 5% of the votes cast.  This abolition of stockholder franchise violates 8 Del. C. §212(a) and Genentech’s bylaws, and is not entirely fair to Genentech’s minority stockholders.  Even assuming, arguendo, that Section 4.02 is valid under Delaware law (which it is not in the abstract), this fact renders the Offer coercive.  First, minority stockholders who own a significant number of shares will be coerced into tendering because they may be disenfranchised in the vote on the second-step merger.  Moreover, the minority stockholders cannot tell who will or will not be entitled to vote under Section 4.02 and therefore cannot gauge how meaningful the vote on the merger would be.  Second, the limitation on shareholder franchise makes it more likely that the price of any second-step merger will be determined by Investment Banks rather than by stockholder vote.  Third, as discussed below, the misleading disclosure in Roche’s TO misrepresents that Roche can dispense with the majority of the minority vote and simply have the merger at a price set by the Investment Banks.  Thus, the minority stockholders are coerced by being told they may have no say on the merger.

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25.           According to the plain language of Section 4.02, only in the event that a majority of Genentech’s minority stockholders reject a proposed merger may Roche then force a merger at a price determined to be equal to or greater than the average of the means of the ranges of fair values for the Common Stock as determined by two Investment Banks.  Under the terms of the Affiliation Agreement, the Investment Banks must each be an investment bank of nationally recognized standing appointed by a committee of Genentech’s independent directors.

26.           As disclosed in the TO, Roche will exercise its right to obtain proportional representation on the Board upon purchase of shares in the Offer and will thereafter control fifteen of nineteen directors.  The bylaws call for the presence of at least three “Independent Directors” on the Board at all times, and Section 4.02 calls for a committee of “Independent Directors” to select the Investment Banks utilized in the second step.  However, by exercising its right to proportional representation, Roche will effectively control the selection process for independent directors and have the option of removing the current independent directors, who have thus far rejected Roche’s $89 per share offer and proposed that Roche offer $112 per share.

27.           According to the bylaws, each of the Independent Directors must be nominated by the approval of a majority of the nominating committee of the Board, which shall at all times have three members: two Roche designees and one Independent Director.  Genentech’s Board is declassified.  Thus, Roche controls which Independent Directors will be nominated as Board members and presented to the Company’s minority stockholders for election at the Company’s annual meeting.  Historically, each year Genentech has published its annual proxy statement soliciting stockholder votes for directors in mid- to late-March.  The Offer is scheduled to close on March 12, 2009.

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28.           The practical effect of Roche’s desire to close the Offer and achieve proportionate representation on the Board is that Roche may gain the practical ability, to control the selection of the “Independent Directors,” and thereby to control the selection of the Investment Banks.

29.           Roche has not assured, and cannot guarantee, the Company’s minority stockholders that the price per share in any second-step merger will equal at least the $86.50 per share consideration in the Offer.  To be sure, the TO states only that Roche intends to consummate, as soon as reasonably practicable, a second-step merger with the Company in which all Genentech shares will be cashed out “in an amount equal to the price per Share paid in the Offer .... subject to compliance with the Affiliation Agreement.”

30.           Pursuant to Section 4.02, Roche is obligated to conduct the second-step merger at a price equal to or greater than the price determined by the Investment Banks.  To be sure, the average of the means of the bankers’ fair value ranges may exceed $86.50 per share and require a different merger price.  Alternatively, knowing full-well that the minority stockholders who do not tender their shares in the Offer at $86.50 per share will not vote in favor of a second-step merger at the same price, Roche attempts to coerce Genentech’s minority stockholders into tendering their shares in the Offer for $86.50 by failing to provide certainty about the process by which the second-step merger will be accomplished and at what price.

31.           In any event, Roche simply cannot know the price at which a second-step merger can be effected following the Offer, prior to the process required by the Affiliation Agreement, rendering the Offer coercive and subject to entire fairness scrutiny.

32.           Moreover, the Offer is subject to a financing condition, and Roche needs $42.1 billion to finance the Offer and the second-step merger.  Roche has not demonstrated that it will have enough money even to finance the second-step merger.

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33.           Roche further attempts to coerce the Genentech minority stockholders into tendering their shares in the Offer by materially misstating the procedure of Section 4.02.  The language of Section 4.02 is unambiguous: any merger between Roche and Genentech, necessarily including a merger after Roche has acquired 90% of Genentech’s outstanding stock, must be submitted to a vote of Genentech’s minority stockholders.  Only if the merger is rejected by the stockholders may Roche force the merger upon the stockholders at a price to be determined by the Investment Banks.  Notwithstanding the clear requirements of Roche’s own contract with Genentech, Roche maintains that the prongs of Section 4.02 are mutually-exclusive, and that Roche may conduct the second-step merger under either prong at Roche’s election.  As stated in the TO,

The Affiliation Agreement provides additional protections to unaffiliated stockholders in connection with a second-step merger.

·The Affiliation Agreement requires that the merger must satisfy one of the following two requirements:

·the merger receives the favorable vote of a majority of the Shares voted at any meeting or adjournment thereof not beneficially owned by the Roche Group (with no person or group entitled to cast more than 5% of the votes cast at the meeting) or

·the value of the consideration to be received by the public stockholders in the merger must be equal to or greater than the average of the means of the ranges of fair values for the Shares as determined by two investment banks of nationally recognized standing appointed by a committee of the Company’s independent directors.

·The Affiliation Agreement does not limit, eliminate or supersede the statutory and common law requirements for the consummation of any second-step merger or compel the Company’s board of directors or the Special Committee to recommend or approve the Offer or any second-step merger.

34.           Roche omits from its description of Section 4.02 crucial language of Section 4.02 stating that the Investment Banks procedure only comes into play “in the event” that “a favorable

13

vote” of the Company’s minority stockholders on the second-step merger “is not obtained.” This material omission is designed to coerce Genentech minority stockholders into believing that Roche may unilaterally effect a second-step merger if the stockholders do not tender their shares in the Offer.

35.           The phrase “in the event such a favorable vote is not obtained” appears at the conclusion of Section 4.02’s requirement that the merger “receive the favorable vote of a majority of the [minority] shares” and just before Section 4.02(ii).  Its plain meaning requires that a vote must be held in order to determine whether a “favorable vote” has been “obtained.” The process in Section 4.02(ii) only applies “in the event” (i.e., if) a vote has been held but the vote is not favorable.  Roche’s interpretation that Section 4.02(i) and (ii) are entirely independent alternatives and Roche can simply pick (i) “or” (ii) would render the phrase “in the event such a favorable vote is not obtained” meaningless surplusage.

36.           Furthermore, the Offer violates the terms of the Stipulation that Roche signed in September 2008.  As the Stipulation recognized, the requirements of the Affiliation Agreement are in addition to and do not limit or eliminate any statutory or common-law requirements for a business combination with Roche.  Those statutory and common-law requirements include, 8 Del. C. §§ 251, 253 and 262, the duty of loyalty and the obligation of entire fairness.  For the reasons set forth herein, the Offer is inherently coercive and is not entirely fair to Genentech’s minority stockholders.  Notwithstanding Roche’s promise in the Stipulation, Roche has attempted to utilize Section 4.02 to coerce Genentech’s minority stockholders to tender their shares, and to frustrate their rights as minority stockholders of a Delaware corporation.

14

(2) Roche Has Made Retributive Threats Designed to Coerce Shareholders to Tender Their Shares in the Offer

37.           As discussed above, Roche has threatened that it will alter its historical behavior and exercise its right to majority control of the Board.  Indeed, Roche indicated in the TO that, in the event that the Majority of the Minority Condition is satisfied, Roche will expand the Board to nineteen members and thereafter fill the additional twelve director positions with Roche designees.  Aside from numerical domination, Roche will control the director nomination process, thus enabling Roche to dictate which “independent” directors are presented for shareholder approval at the Company’s 2009 annual meeting.  Roche’s control will further enable it to directly influence the appointment of the Investment Banks required by Sections 4.01 and 4.02 of the Affiliation Agreement to determine the price at which Roche may acquire the remaining shares of Genentech that it does not own after the offer closes.

38.           Roche has threatened Genentech’s minority shareholders with additional negative financial ramifications from not tendering in the Offer.  First, Roche stated in the TO that, in the event that it does not close the Offer owning more than 90% of the Company’s stock, it may purchase shares in the open market, privately, in a new tender or in a negotiated business combination at a lower price.  Roche has also threatened Genentech’s minority shareholders by stating that consummating the Offer may cause Genentech remaining outstanding shares to become illiquid, deregistered and delisted.

39.           Roche has further threatened to use its controlling position to manipulate the Company’s operating structure when the Offer closes.  Roche stated in the TO that, upon completion of the Offer, it may take a more active role in the management and operation of Genentech, discarding the historically successful policy of Genentech’s independent operations.  Roche has threatened that it may move operations and research facilities, combine Genentech

15

facilities with Roche facilities, cause Genentech to assume indebtedness, and may make any changes in “the Company’s assets, corporate structure, capitalization, operations, properties, policies, management and personnel” that it deems “necessary, appropriate or convenient.” To be sure, as the TO reflects, Roche has repeatedly threatened that in the event a going private transaction is not completed, Roche will not continue the existing relationship with Genentech where it has only limited involvement in the governance and operations of the Company.

40.           These statements amount to unequivocal threats that Genentech’s minority shareholders had better accept the Offer or risk being left with a vastly reduced minority position in a company that will be operated very differently and under the heavy hand of Roche.  Further, as set forth above, Roche cannot guarantee the terms of a second-step merger.  Roche’s “take the Offer or else” statements are retributive and designed to coerce the Company’s minority shareholders into tendering in the Offer.

H.  Roche Failed to Disclose Material Information to Genentech Stockholders

(1) The Offer to Purchase is Incomplete, Misleading and Leaves Substantial Doubt Regarding the Application of the Affiliation Agreement to Subsequent Mergers or Business Combinations

41.           The TO indicates that, in the event the Offer achieves its closing conditions of a majority of the minority tendering, but Roche ends up with less than 90% of Genentech stock, Roche has among its options a merger.  The Affiliation Agreement does not obviate the fiduciary duties of Genentech’s directors or Roche in such a merger, including that the merger be entirely fair to Genentech’s minority shareholders.  The Stipulation provides Roche’s agreement and acknowledgment that mere adherence to the Affiliation Agreement does not mean Roche has fulfilled its duties in a merger, including entire fairness.  The Affiliation Agreement does, however, provide necessary but not sufficient conduct by Roche in a merger.

16

42.           As discussed above, Roche misstates their obligations even under the minimum standards provided by the Affiliation Agreement.  Roche presents the Section 4.02 mechanism as an “either/or” proposition; that is, Roche can either seek a majority of minority vote or have the price set by two investment banks.  That is misleading and inaccurate.

43.           Under Section 4.02 the investment banker pricing alternative only becomes available if the majority of minority vote is not obtained.  The investment banker pricing alternative is not an independent avenue to affect a merger without first attempting to obtain a majority of the minority vote in favor or a merger proposal.  Roche’s reading of the Affiliation Agreement indicates an intention to end-run one of the protections provided to the minority stockholders.  The misleading statements in the TO should be eliminated and a corrected statement regarding the Affiliation Agreement should be added.

44.           The TO is also misleadingly inaccurate as to what will happen if Roche obtains 90% of Genentech.  The TO states that the remaining stockholders would be cashed out at the $86.50 per share Offer price in a short-form merger under Section 4.02 of the Affiliation Agreement.  The merger procedure under Section 4.02 of the Affiliation Agreement applies to all mergers.  Thus, the short-form procedure prescribed in Section 253 cannot be accomplished through Roche’s unilateral action without first complying with the Section 4.02 process requirements.  As such, Roche’s stated intention to proceed with a short-form merger under Section 253 is either (i) false or materially misleading or (ii) indicates Roche’s intention to violate the Affiliation Agreement.  A corrective disclosure is necessary.

(2) The Disclosures of Valuation Materials and Financial Projections are Partial and Hence Misleading

45.           In connection with the Offer, Roche attached a self-serving, lowball valuation prepared by Roche’s financial advisor, Greenhill Partners (“Greenhill”) dated February 7, 2009,

17

for the purpose of justifying Roche’s lowered $86.50 per share offer.  Discussed in the TO, but not disclosed, are a presentation by Genentech’s financial advisor, Goldman Sachs & Co. (“Goldman Sachs”), dated December 12, 2008 made to Roche and Greenhill; Greenhill’s January 15, 2009 response; and the Special Committee’s January 21, 2009 response.  Each of these presentations is discussed in the Offer in summary fashion, but the original documents have been withheld.  Roche had failed to provide full and fair disclosures to the Genentech stockholders, and the Genentech stockholders should be allowed, under these circumstances, to consider those presentations in their entirety for themselves before making a decision on the Offer, particularly where only Roche’s bought-and-paid-for valuation materials have, thus far, been presented to stockholders, which do not include a fairness opinion.

46.           Likewise, the TO includes summaries and/or descriptions of various Genentech plans, financial models and budgets.  Each of the November 2008 Financial Model, June 2007 Long Range Plan, December 2007 Long Range Plan, proposed December 2008 Long Range Plan and December 2008 budget should be disclosed in full so that stockholders may have the opportunity to make a fully informed decision on the fairness of the $86.50 per share offer price.  These Plans and Models are the bases for valuations performed both by Greenhill and Goldman Sachs on behalf of Roche and Genentech, respectively.  The documents are readily available and easily provided to stockholders.

(3) Roche’s Internal Views on Genentech’s Business Prospects and Product Pipeline are Material

47.           Roche, in the Schedule TO, states that its purpose in seeking full ownership of the Company is “to improve operational efficiency while at the same time enhancing the combined organization’s ability to discover, develop and commercialize new medicines.” Roche further stated that it believed “that full ownership of the Company would allow the Roche Group to

18

improve operational efficiency by reducing complexity, eliminating duplication and increasing scale across its entire organization.”

48.           At the same time, Roche’s negotiation posture has been to downplay the likelihood of success for key value drivers in Genentech’s pipeline.  Indeed, as recently as January 15, 2009, Greenhill provided Goldman Sachs with its disagreements about Genentech’s financial assumptions including with respect to annual price increases and pipeline productivity.  Despite their position that the Company’s current forecasts are unrealistically aggressive, Roche is willing, in the current economic environment, to seek out and commit to financing for a $42.1 billion transaction.  It is incredible that willingness comes merely from a desire to extract “operational efficiencies” by a going-private transaction.  As a controlling stockholder of Genentech, with three designees on the Company’s Board, Roche has unique access to Genentech’s business and product prospects.  As a controlling stockholder in a tender offer, Roche has heightened obligations of disclosure.  In the Schedule TO [pp. 19-21], Roche makes several statements outlining its disagreements with and discounting of Genentech’s November 2008 Financial Model.  Having made these on Genentech’s most current financial model, Roche has started down the road to partial disclosure, and thus should be obligated to disclose its internal projection cases related to Genentech’s business forecast and product pipeline.

COUNT IV

(Against all Defendants)

Interpretation and Enforcement of the Affiliation Agreement

49.           Co-Lead Plaintiffs repeat and reallege the foregoing paragraphs as if fully set forth herein.

50.           Section 4.02(i) of the Affiliation Agreement states that a business combination between Roche and Genentech may be approved by a majority of the votes cast at a meeting

19

representing shares that are not owned by Roche.  However, that Minority Vote Provision states that no person or group may cast more than 5% of the votes cast at such meeting.

51.           The Minority Vote Provision of Section 4.02 is invalid because it conflicts with 8 Del. C. §212(a) and Genentech’s by-laws, which provide that each stockholder shall be entitled to one vote for each share of stock unless the certificate of incorporation provides otherwise.  The Restated Certificate does not contain any limitation on the voting rights of stockholders.

52.           The Minority Vote Provision requires that a stockholder meeting of Genentech’s minority stockholders be held, that a vote of those stockholders be taken, and that a determination be made whether any merger has received the favorable vote of a majority of the minority shares.

53.           A necessary predicate to Section 4.02(ii) of the Affiliation Agreement is the requirement of a stockholders’ meeting, a vote, and the failure to obtain a favorable vote of a majority of the outstanding minority shares.  If the Minority Vote Provision has not been satisfied, Section 4.02(ii) purports to permit the price in a merger between Roche and Genentech to be determined by two investment banks appointed by the Independent Directors.  This procedure is invalid under the DGCL and Delaware law, which require that the board determine the merger price.

54.           The process prescribed in Section 4.02 of the Affiliation Agreement precludes Roche from unilaterally effecting a short-form merger pursuant to Section 253 without the required process.

55.           Pursuant to 8 Del. C. § 111, Co-Lead Plaintiffs seek a determination of the meaning of Section 4.02 of the Affiliation Agreement, as set forth above, including that Section

20

4.02 precludes Roche from conducting a second-step merger pursuant to Section 253 unilaterally without the required process.

56.           Co-Lead Plaintiffs further seek a determination that the Offer and any second-step merger are subject to entire fairness review.

COUNT V

(Against Roche and the Roche Designees)

Breaches of Fiduciary Duties

57.           Co-Lead Plaintiffs repeat and reallege the foregoing paragraphs as if fully set forth herein.

58.           Roche and the Roche Designees have violated their fiduciary duties of good faith and loyalty owed to Genentech’s minority stockholders by commencing the Offer, which is coercive and would result in a transaction that is not entirely fair to Genentech’s minority stockholders.

59.           Because Roche’s Offer and proposed second-step merger is subject to contractual terms that require “dealing,” including a stockholders’ meeting, a minority stockholder vote, action by Genentech directors to select investment bankers and price terms based on those bankers’ opinions, the transaction implicates the entire fairness standard.

60.           As a result of the actions by Roche and the Roche Designees, should the Offer close, Co-Lead Plaintiffs and the Class will suffer irreparable injury including, but not limited to, the unlawful deprivation of their valuable equity ownership in Genentech.

61.           Unless enjoined by the Court, Roche and the Roche Designees will continue to breach the fiduciary duties owed to Plaintiff and the Class including, but not limited to, coercing Co-Lead Plaintiffs and the Class to acquiesce to the Offer.

62.           Co-Lead Plaintiffs have no adequate remedy at law.

21

COUNT VI

(Against Roche and the Roche Designees)

Breaches of Fiduciary Duties

63.           Co-Lead Plaintiffs repeat and reallege the foregoing paragraphs as if fully set forth herein.

64.           Roche and the Roche Designees have violated their fiduciary duties owed to Genentech’s minority stockholders by failing to disclose in the TO all material information, or to otherwise ensure that the statements made in the TO are not materially misleading.

65.           As a result of the actions by Roche and the Roche Designees, Co-Lead Plaintiffs and the Class will suffer irreparable injury including, but not limited to, the unlawful deprivation of their valuable equity ownership in Genentech.

66.           Unless enjoined by the Court, Roche and the Roche Designees will continue to breach the fiduciary duties owed to Plaintiff and the Class including, but not limited to, coercing Co-Lead Plaintiffs and the Class to acquiesce to the Offer.

67.           Co-Lead Plaintiffs have no adequate remedy at law.

WHEREFORE, Co-Lead Plaintiffs demand judgment and preliminary and permanent relief, including injunctive relief, in its favor and in favor of the Class and against defendants as follows:

A.           Declaring that this action is properly maintainable as a class action;

B.           Interpreting, applying and enforcing Section 4.02 of the Affiliation Agreement;

C.           Declaring that Section 4.02 of the Affiliation Agreement prevents Roche from consummating a Section 253 short-form merger unilaterally without the contractually required process;

D.           Declaring that Roche’s going-private plan is subject to entire fairness scrutiny;

22

E.           Enjoining Roche and the Roche Designees from proceeding with its going-private plan unless and until it complies with the Affiliation Agreement, and proposes a transaction whose structure and terms are entirely fair to Genentech’s minority stockholders and not coercive;

F.           Enjoining Roche and the Roche Designees from proceeding with the Offer unless and until full and accurate disclosures are made to Genentech’s minority stockholders;

G.           Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction that is in the best interests of stockholders until the process for the sale or auction of the Company is completed and the highest possible price is obtained;

H.           Awarding Co-Lead Plaintiffs and the Class appropriate damages plus pre- and post-judgment interest;

I.           Awarding Co-Lead Plaintiffs the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

J.           Granting such other and further relief as this Court may deem just and proper.

CHIMICLES & TIKELLIS LLP

/s/ A. Zachary Naylor

Pamela S. Tikellis (#2172)

Robert J. Kriner, Jr. (#2546)

A. Zachary Naylor (#4439)

Tiffany J. Cramer (#4998)

One Rodney Square

P.O. Box 1035

Wilmington, DE 19899

Phone: (302) 656-2500

Fax: (302) 656-9053

23

	BARROWAY TOPAZ KESSLER
	MELTZER & CHECK, LLP
	Marc A. Topaz
	Lee D. Rudy
	Michael Wagner
	James H. Miller
	280 King of Prussia Road
	Radnor, PA 19087
	Phone: (610) 667-7706
	Fax: (610) 667-7056
	GRANT & EISENHOFER P.A.
	Jay W. Eisenhofer (#2864)
	Michael J. Barry (#4368)
	1201 N. Market Street
	Wilmington, DE 19801
	Phone: (302) 622-7000
	Fax: (302) 622-7100
	Co-Lead Counsel for Co-Lead Plaintiffs
Of Counsel:
BARRACK, RODOS & BACINE
3300 Two Commerce Square
2001 Market Street,
Philadelphia, Pennsylvania 19130
COHEN, MILSTEIN, HAUSFELD
& TOLL, PLLC
1100 New York Avenue NW
Washington, DC 20005
KOHN SWIFT & GRAF, PC
One South Broad Street
Suite 2100
Philadelphia, Pennsylvania 19107
PRICKETT, JONES & ELLIOTT, P.A.
1310 N. King Street
Wilmington, Delaware 19801
RIGRODSKY & LONG, P.A.
919 N. Market Street, Suite 980

24

Wilmington, DE 19801

SCOTT & SCOTT LLP

29 W. 57th Street

New York, New York 10019

WOLF HALDENSTEIN ADLER FREEMAN

& HERZ LLP

270 Madison Avenue

New York, New York 10016

Plaintiffs’ Committee of the Whole

DATED:  February 19, 2009

25 

EX-99.A.5.XXXXIII

Exhibit (a)(5)(xxxxiii)

Investor Update  

Basel, 27 February 2009

Roche announces bond offerings

Roche has successfully undertaken a large offering of notes in U.S. dollars, and is completing another large offering of notes in Euros and Sterling.

The notes are obligations of Roche Holdings, Inc., a wholly-owned subsidiary of Roche Holding Ltd, the ultimate parent in the Roche Group and the guarantor of the notes. Roche Holding Ltd is rated AA- (stable outlook) by Standard & Poor’s and Aa1 (under review for downgrade) by Moody’s.

U.S. dollar-denominated notes were offered for sale to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States to investors under Regulation S of the U.S. Securities Act of 1933. The U.S. dollar-denominated notes transaction closed on Wednesday 25 February 2009.

The U.S. dollar-denominated notes were fixed- and floating-rate senior unsecured notes with different maturities:

Maturity	Type	Coupon	Amount, USD bn	ISIN (144A)
1 year	Floating rate	LIBOR+100 bp	3.00	US771196AW28
2 years	Floating rate	LIBOR+200 bp	1.25	US771196AX01
3 years	Fixed rate	4.500%	2.50	US771196AN29
5 years	Fixed rate	5.000%	2.75	US771196AQ59
10 years	Fixed rate	6.000%	4.50	US771196AS16
30 years	Fixed rate	7.000%	2.50	US771196AU61
Total			16.50

The Euro and Sterling-denominated notes were offered for sale under a European Medium-Term Note (EMTN) programme. The notes will be listed on the regulated market of the Luxembourg Stock Exchange and passported to the provisions of the EU prospectus directive into the U.K., The Netherlands, Germany and Austria. The issuance under the EMTN programme is expected to close on Wednesday 4 March 2009.

The Euro and Sterling-denominated notes were fixed- and floating-rate senior unsecured notes with different maturities:

Maturity	Type	Coupon	Amount, EUR bn	ISIN
1 year	Floating rate	EURIBOR+95 bp	1.50	XS0416141025
4 years	Fixed rate	4.625%	5.25	XS0415624393
7 years	Fixed rate	5.625%	2.75	XS0415624120
12 years	Fixed rate	6.500%	1.75	XS0415624716
Total			11.25

Maturity	Type	Coupon	Amount, GBP bn	ISIN
6 years	Fixed rate	5.500%	1.25	XS0415625283

Detailed information about Roche’s fixed-income securities can be found on roche.com, tab Investors, tab Bonds.

Roche intends to use the proceeds from the offerings to finance a portion of the pending tender offer for the remaining 44% of the common stock of Genentech, Inc. that it does not already own, as well as to refinance existing debt and for general corporate purposes.

The tender offer for Genentech, Inc. is subject to a number of conditions which are beyond Roche's control and Roche makes no assurances as to when such tender offer may be consummated, if at all.

Banc of America Securities LLC, Citi, J.P. Morgan, Barclays Capital, BNP Paribas, Credit Suisse, Deutsche Bank Securities, Mitsubishi UFJ Securities, Morgan Stanley, Santander Global Banking & Markets, UBS Investment Bank and UniCredit (HVB) acted as bookrunners for the U.S. dollar-denominated note offering. Barclays Bank, BNP Paribas, Deutsche Bank, Banco Santander, Citi, Credit Suisse, J.P. Morgan, Merrill Lynch, Mitsubishi UFJ Securities, UBS and UniCredit (HVB) are acting as bookrunners for the Euro and Sterling-denominated note offering.

This is not an offer of Securities for sale. The notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other place. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes were offered and sold only to qualified institutional buyers under Rule 144A and outside the United States to persons other than U.S. persons in compliance with Regulation S.

###

Roche Investor Relations

Switzerland:

Dr. Karl Mahler	Dianne Young
Phone: +41 (0)61 687 85 03	Phone: +41 (0)61 688 93 56
e-mail: karl.mahler@roche.com	e-mail: dianne.young@roche.com
Dr. Nicolas Dunant	Carla Bedard
Phone: +41 (0)61 687 05 17	Phone: +41 (0)61 687 13 00
e-mail: nicolas.dunant@roche.com	e-mail: carla_christine.bedard@roche.com
Dr. Sabine Borngräber
Phone: +41 (0)61 688 80 27
e-mail: sabine.borngraeber@roche.com
North America:
Thomas Kudsk Larsen	Nina Sachdev
Phone: +1 973 235 3655	Phone: +1 973 562 2793
Mobile phone: +1 973 393 5315	Mobile phone: +1 973 362 5098
e-mail: thomas_kudsk.larsen@roche.com	e-mail: nina.sachdev@roche.com

General inquiries:

International: +41 (0)61 688 88 80

North America: +1 973 562 22 33

e-mail: investor.relations@roche.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

THIS INVESTOR UPDATE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY WORDS SUCH AS “BELIEVES”, “EXPECTS”, “ANTICIPATES”, “PROJECTS”, “INTENDS”, “SHOULD”, “SEEKS”, “ESTIMATES”, “FUTURE” OR SIMILAR EXPRESSIONS OR BY DISCUSSION OF, AMONG OTHER THINGS, STRATEGY, GOALS, PLANS OR INTENTIONS. VARIOUS FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING STATEMENTS CONTAINED IN THIS INVESTOR UPDATE, INCLUDING AMONG OTHERS: (1) PRICING AND PRODUCT INITIATIVES OF COMPETITORS; (2) LEGISLATIVE AND REGULATORY DEVELOPMENTS AND ECONOMIC CONDITIONS; (3) DELAY OR INABILITY IN OBTAINING REGULATORY APPROVALS OR BRINGING PRODUCTS TO MARKET; (4) DEVELOPMENTS IN FINANCIAL MARKET CONDITIONS, INCLUDING THE MARKET

FOR ACQUISITION FINANCING AND OTHER CAPITAL MARKETS AND FLUCTUATIONS IN CURRENCY EXCHANGE RATES; (5) UNCERTAINTIES IN THE DISCOVERY, DEVELOPMENT OR MARKETING OF NEW PRODUCTS OR NEW USES OF EXISTING PRODUCTS, INCLUDING WITHOUT LIMITATION NEGATIVE RESULTS OF CLINICAL TRIALS OR RESEARCH PROJECTS AND UNEXPECTED SIDE-EFFECTS OF PIPELINE OR MARKETED PRODUCTS; (6) INCREASED GOVERNMENT PRICING PRESSURES OR CHANGES IN THIRD PARTY REIMBURSEMENT RATES; (7) INTERRUPTIONS IN PRODUCTION; (8) LOSS OF OR INABILITY TO OBTAIN ADEQUATE PROTECTION FOR INTELLECTUAL PROPERTY RIGHTS; (9) LITIGATION; (10) POTENTIAL DIFFICULTIES IN INTEGRATING THE BUSINESSES OF GENENTECH AND ROCHE, AND THAT SOME OR ALL OF THE ANTICIPATED BENEFITS OF THE PROPOSED TRANSACTION MAY NOT BE REALIZED ON THE SCHEDULE CONTEMPLATED OR AT ALL; (11) THAT FUTURE DIVIDENDS ARE SUBJECT TO THE DISCRETION OF THE BOARD OF DIRECTORS OF ROCHE AND GENENTECH, AS APPLICABLE, AND A NUMBER OF OTHER FACTORS, SOME OF WHICH ARE BEYOND THE CONTROL OF ROCHE; (12) THE ABILITY OF ROCHE TO GENERATE CASH FLOW TO, AMONG OTHER THINGS, REPAY ACQUISITION-RELATED DEBT AS CURRENTLY CONTEMPLATED; (13) LOSS OF KEY EXECUTIVES OR OTHER EMPLOYEES; AND (14) ADVERSE PUBLICITY AND NEWS COVERAGE.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL GENENTECH COMMON STOCK. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) FILED BY ROCHE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON FEBRUARY 9, 2009. THESE MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY ROCHE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE OFFER TO PURCHASE AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS, AT (212) 929-5500 OR (800) 322-2885 (TOLL-FREE).

EX-99.A.5.XXXXIV

Exhibit (a)(5)(xxxxiv)

Exhibit (a)(5)(xxxxiv) - -------------------------------------------------------------------------------- Roche's offer to acquire minority shares in Genentech March 2009 [GRAPHIC OMITTED] 1 slide01

Cautionary Statement Regarding Forward-Looking Statements [Roche logo] This presentation contains certain forward-looking statements. These forward-looking statements may be identified by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", "future" or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward-looking statements contained in this document, including among others: (1) pricing and product initiatives of competitors; (2) legislative and regulatory developments and economic conditions; (3) delay or inability in obtaining regulatory approvals or bringing products to market; (4) developments in financial market conditions, including the market for acquisition financing and other capital markets and fluctuations in currency exchange rates; (5) uncertainties in the discovery, development or marketing of new products or new uses of existing products, including without limitation negative results of clinical trials or research projects and unexpected side-effects of pipeline or marketed products; (6) increased government pricing pressures or changes in third party reimbursement rates; (7) interruptions in production; (8) loss of or inability to obtain adequate protection for intellectual property rights; (9) litigation; (10) potential difficulties in integrating the businesses of Genentech and Roche, and that some or all of the anticipated benefits of the proposed transaction may not be realized on the schedule contemplated or at all; (11) that future dividends are subject to the discretion of the board of directors of Roche and Genentech, as applicable, and a number of other factors, some of which are beyond the control of Roche; (12) the ability of Roche to generate cash flow to, among other things, repay acquisition-related debt as currently contemplated; (13) loss of key executives or other employees; and (14) adverse publicity and news coverage. Additional Information and Where to Find It This presentation is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Genentech common stock. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, letter of transmittal and other related tender offer materials) filed by Roche with the Securities and Exchange Commission (SEC) on February 9, 2009. These materials, as they may be amended from time to time, contain important information, including the terms and conditions of the offer, that should be read carefully before any decision is made with respect to the tender offer. Investors and security holders may obtain a free copy of these materials and other documents filed by Roche with the SEC at the website maintained by the SEC at www.sec.gov. The offer to purchase and related materials may also be obtained for free by contacting the information agent for the tender offer, MacKenzie Partners, at (212) 9295500 or (800) 322-2885 (toll-free). The directors of Genentech who are also employees of Roche will not take part in the consideration of the proposed transaction by the Genentech board and accordingly are not permitted to comment or respond to questions regarding the transaction as representatives of Genentech. For marketed products discussed in this presentation, please see full prescribing information on our website - www.roche.com All mentioned trademarks are legally protected. 2

Tender offer launched on February 9th 2009 Roche logo] The offer expires on March 12th 2009 Temder offer - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] Certain conditions/issue - -------------------------------------------------------------------------------- o Certain closing conditions: o Majority of minority (non-waiveable) o Financing o Certain other issues: o If > 90% ownership, we intend to consummate merger o If < 90%, we will evaluate our options o Roche may exercise its governance rights as a majority shareholder o If negative Avastin adjuvant outcome, including C-08 trial results, Roche is not required to complete the offer 3

Rationale: strong fit with Roche strategy [Roche Logo] Furthers our strategy and focus The Roche business model - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] Roche strategy - -------------------------------------------------------------------------------- o Focus on innovation in medically differentiated therapeutics and diagnostics o Hub and spokes approach o No "mega mergers" focused on cost rationalization o Drive for efficiency 4 slideo4 Key objectives of combining Genentech and Roche [Roche Logo] Building a leading organization - ----------------------------------------------------------------------------------- Research and Early Late Manu- Com- Admin & Development Development facturing mercial other Enhance innovation o Allow diversity of approaches o Reduce complexity in research o Eliminate duplications o Encourage sharing of IP, technologies, networks etc. o Leverage combined scale in the US and globally o Post 2015 partnership 4

Key objectives of combining Genentech and Roche [Roche Logo] Building a leading organization - ----------------------------------------------------------------------------------- Research and Early Late Manu- Com- Admin & Development Development facturing mercial other Enhance innovation o Allow diversity of approaches o Reduce complexity in research o Eliminate duplications o Encourage sharing of IP, technologies, networks etc. o Leverage combined scale in the US and globally o Post 2015 partnership 5

Transaction process leading up to the tender offer [Roche Logo] 7 months of discussions with the special committee and their representatives - -------------------------------------------------------------------------------- o Roche and the Genentech special committee have had numerous interactions since the initial announcement on July 21st 2008 of our intent to acquire all outstanding publicly held shares of Genentech o In mid-December 2008, the special committee stated that they would agree to a merger transaction at a price of US$ 112 per share, based on a discounted cash flow analysis of Genentech's November 2008 Financial Model o After careful consideration of Genentech's November 2008 Financial Model, we concluded that Genentech management's June (2008) Long Range Plan Summary represents a more realistic and unbiased outlook for the business: o The June LRP Summary was based on Genentech's board approved long range business plan, updated based on major business developments during 2008 o Roche has based its valuation on the June 2008 LRP Summary developed by Genentech management (despite the fact that we do have a different perspective on several key assumptions) 6

Comparison of Genentech's financial plans [Roche logo] New assumptions led to significant value pick - ------------------------------------------ ------------------------------------- Total revenues Free cash flows* $ billions $ billions [GRAPHIC OMITTED] [GRAPHIC OMITTED] o Both plans were developed by Genentech management o The November Financial Model was presented to Roche approximately 5 months after Genentech submitted the June LRP Summary to Roche o As the charts illustrate, much of the incremental value in the November Financial Model derives from significantly higher revenues and cash flow post-2020 (and therefore terminal value) compared to the June LRP Summary * Before equity settled compensation 7

Rationale for our offer price [Roche logo] Our offer is fair and represents an attractive and immediate opportunity to achieve liquidity - -------------------------------------------------------------------------------- o We have used the June 2008 LRP Summary developed by Genentech's management immediately prior to our initial proposal as the basis for our valuation: o Our offer represents a premium to the intrinsic value of this plan o Includes value from the pipeline on a risk-adjusted basis o Reflects both upside potential and downside risks in this plan o Our offer compensates shareholders for synergies from planned cost rationalization and revenue uplift - despite the fact that approx. 40% of the synergies come from actions independent of the planned transaction o Our offer price is in line with relevant public market parameters such as comparable company trading levels and comparable squeeze out premiums (excluding control premium) o Our offer price reflects the uncertainty involved in an unsolicited tender offer process o As stated, Roche remains open to further discussions with Genentech's special committee 8

hare price development [Roche logo] From 1 July 2008 to 27 February 2009 - ---------------------------------------- --------------------------------------- DNA share price development Relative share price development [GRAPHIC OMITTED] [GRAPHIC OMITTED] $ per share Indexed at 100 on 1 July 2008 Source: Bloomberg as of February 27, 2009 9

Avastin - will it work in the adjuvant setting? Roche logo] Solid preclinical rationale; no proof of concept yet - --------------------------------------- ----------------------------------------- Avastin prevents the interaction of Status in adjuvant setting VEGF with its receptors [GRAPHIC OMITTED] o Proof of concept in adjuvant is not established o There is a solid preclinical rationale for why Avastin could work in adjuvant setting o There are two key trials for Avastin in the adjuvant colon indication: o C-08; NSABP cooperative group trial o AVANT; Roche sponsored o If these trials are successful, the probability of success in the adjuvant breast and lung trials may increase 10

Avastin adjuvant - what will the C-08 read out tell us? Roche logo] We may not be able to make a firm conclusion on Avastin adjuvant potential only based on the C-08 results o The final read out of the C-08 trial will provide clarity on: o Are all pre-defined study endpoints met? o Hazard ratio -how efficacious is Avastin in the adjuvant colon cancer setting? o If all endpoints are met, the C-08 trial may still not provide a firm conclusion on: o Whether final marketing approval from the FDA will be secured for Avastin use in the adjuvant colon cancer setting. The outcome of the AVANT study may also be required for that o Whether "statistically significant" translates into "medically meaningful" o Patient eligibility, physician prescription patterns and future competitive landscape o Whether Avastin will work in the adjuvant breast and lung cancer settings (the breast indication represents ~60% of estimated value of Avastin in the adjuvant setting) o While it is possible that the final read out of the C-08 trial may come in April 2009, the timing depends on the event rate in the trial. If all endpoints are met, additional time will likely be required to analyze the results to determine the efficacy level and commercial potential in the adjuvant colon cancer setting 11

Pipeline productivity and potential Roche logo] Top quality R but Genentech's November Financial Model assumptions are too - -------------------------------------- ---------------------------------------- Genentech's assumptions Our observations & reactions o 28% PTS* for large molecules (from o Genentech has an industry leading IND filing through approval in lead R&D organization and productivity. indication) - from today and into However: perpetuity o Assuming 2x average industry o 18% PTS for small molecules - from success rates - into perpetuity - today and into perpetuity is a highly aggressive assumption o Significant value is ascribed to o Genentech has a limited track licensing ex-US rights to record in small molecules R&D Genentech�s pipeline post October 2015 by increasing today's royalty o The move into new therapeutic areas rate of maximum 15% to an average and the tougher regulatory royalty rate of 25% for all environment will likely have a products into perpetuity negative impact on success rates o Based on current market benchmarks, Genentech significantly overestimates the ex-US royalty rates on its post-2015 pipeline * PTS = probability of technical success 12

Tender offer - possible outcomes (unilateral) Roche logo] While our goal remains to achieve full ownership, Roche will remain price disciplined - -------------------------------------------------------------------------------- Process o Roche intends to promptly complete a short form merger o Genentech remains a listed subsidiary of Roche o With above 80% ownership, full tax [GRAPHIC OMITTED] consolidation applies o Roche may decide to seek full ownership over time o Genentech remains a listed subsidiary of Roche o Roche may decide to seek full ownership over time 13

Update on financing Roche logo] We are fully confident that we can finance the - ------------------------------------------------------------------ US bonds (144A) European medium term notes - ------------------------------------------------------------------ Maturity Size (US$) Interest rate - ------------------------------------------------------------------ 1 year $3,000,000,000 $ Libor + 100 bp - ------------------------------------------------------------------ 2 year $1,250,000,000 $ Libor + 200 bp - ------------------------------------------------------------------ 3 year $2,500,000,000 4.5% - ------------------------------------------------------------------ 5 year $2,750,000,000 5.0% - ------------------------------------------------------------------ 10 year $4,500,000,000 6.0% - ------------------------------------------------------------------ 30 year $2,500,000,000 7.0% - ------------------------------------------------------------------ US$ 16.5 billion - ------------------------------------------------------------------ European medium term notes - ------------------------------------------------------------------ Maturity Size Interest rate - ------------------------------------------------------------------ 1 year (euro)1,500,000,000 Euribor + 95 bp - ------------------------------------------------------------------ 4 year (euro) 5,250,000,000 4.625% - ------------------------------------------------------------------ 6 year (pound) 1,250,000,000 5.50% - ------------------------------------------------------------------ 7 year (euro) 2,750,000,000 5.625% - ------------------------------------------------------------------ 12 year (euro) 1,750,000,000 6.50% - ------------------------------------------------------------------ ~US$ 16 billion - ------------------------------------------------------------------ Raised in excess of $32 billion in the bond markets within two weeks 14

Concluding remarks Roche logo] Roche is committed to consummating the transaction, but we will remain price disciplined 1 Roche remains fully committed to this transaction, but will remain price disciplined 2 We believe our offer is fair and attractive to Genentech shareholders 3 Roche is fully confident in its ability to finance the transaction 4 If Genentech remains a listed entity with minority shareholders, Roche will consider its options as a majority shareholder in a listed subsidiary 5 Our offer reflects a risk adjusted value for Avastin adjuvant. If the C-08 trial reads out prior to the offer deadline, we may decide to modify our offer 15

Roche logo] We Innovate Healthcare 16