corresp
October 5, 2007
Via EDGAR Transmission (with hard copy via Courier)
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, DC 20549-9303
Attention: Michael Reedich, Special Counsel
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Genentech, Inc.
Definitive 14A
Filed March 16, 2007
File No. 1-09813 |
Ladies and Gentlemen:
We respectfully submit this letter in response to the letter dated August 21, 2007 (the
“Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to Stephen Juelsgaard, Executive Vice President of Genentech, Inc., a Delaware
corporation (the “Company”), relating to the Company’s Definitive Proxy Statement for its 2007
Annual Meeting of Stockholders filed on March 16, 2007 (the “Proxy Statement”).
In this letter, we have recited the comments set forth in the Comment Letter in italicized,
bold type and have followed each comment with the Company’s response thereto.
Compensation Discussion and Analysis, page 17
1. You state here and in the discussions of several compensation elements in the Compensation
Discussion and Analysis that compensation is based in part upon the named executive officers’
performance, cost-effectiveness of their decision-making, etc. Please analyze how these factors
helped the Committee determine resultant compensation as to each element for which they were
considered.
In response to your question, on a supplemental basis, listed below is an analysis of how each
of the factors listed on page 22 of the Compensation Discussion and Analysis (“CD&A”) were
considered by the Compensation Committee in determining each compensation element for our Named
Executive Officers (“NEOs”) in setting compensation for 2007. In the Definitive Proxy Statement
for the 2008 Annual Meeting of Stockholders, we will include more
detail on how each of these factors was considered by the
Compensation Committee in determining resultant compensation.
Securities and Exchange Commission
October 5, 2007
Page 2
Base Salary:
Competitiveness: The Compensation Committee reviewed the competitive positioning of base
pay for each of our NEOs against the base pay of similar jobs in our comparator group,
regressed for our revenue size. Included in the review was the increase required to move
each of our NEOs to the 50th percentile of market base pay, which is the desired
base pay positioning on average for our entire employee population. The Compensation
Committee also considered the competitive pay positioning of total cash and total
compensation and the relationship of the base pay levels to the overall pay positioning.
The base pay increase of each of our NEOs resulted in a base pay level that moved closer to
but remained below the 50th percentile. Dr. Levinson declined a salary
increase.
Corporate Performance is not a direct factor in the design and administration of our base
salary.
Individual Performance: In making base salary decisions for NEOs, the Board of Directors
(the “Board of Directors”) considers the responsibilities, complexity and scope of the
positions, and the median base salary in the external market for similar positions in the
industry, and the NEO’s overall performance, including their experience in their current
position or in a similar position at another organization. Each
NEO’s overall performance is also reviewed by the Committee. This is done in concert
with the CEO for all of the non-CEO NEO positions and by the Committee separately for the
CEO. The NEO’s overall performance as it contributes to the goal attainment of the Company
is also considered important in determining whether or not they receive a salary increase.
Cost-effectiveness is considered in the design of our compensation programs in that we set
our Company average base salary at market 50th percentile, placing an upward
limit on our fixed compensation. Our total compensation philosophy is designed so that
much of our NEO compensation is variable based on both Company and individual performance.
Equitable Compensation: The Compensation Committee reviewed the base pay of each of our
NEOs at the same time and examined the pay relationship between the NEOs and other senior
officers, taking into consideration job scope and individual performance.
Bonus:
Competitiveness: The Compensation Committee reviewed the competitive positioning of annual
bonus and total cash compensation (base salary plus annual bonus) for each of our NEOs
against the pay of similar jobs in our comparator group, regressed for our revenue size.
Included in the review was the annual
Securities and Exchange Commission
October 5, 2007
Page 3
bonus and total cash compensation at the 25th percentile up to 90th
percentile using our comparator group’s 5 year average as reported in annual proxy
statements. Our annual performance relative to the comparator group is used to evaluate
where along the continuum from the 25th to 90th percentile to set
total cash compensation.
Corporate Performance: The corporate bonus pool, in which our NEOs participate, is funded
by the attainment of goals, described on page 23 of the CD&A, that are approved by the
Board of Directors prior to the start of the performance year as well as our financial
performance in growth of operational revenue and earnings per share against our comparator
group. The failure to achieve the goals would result in either a lower funding of the
bonus pool or a lower payout, as described on pages 23-24.
Individual Performance: NEO performance is evaluated based on the extent to which the
Company met its overall corporate goals and the extent to which an NEO helped contribute to
the achievement of those goals. The Compensation Committee considered the achievement of
corporate goals in determining NEO bonus amounts.
Cost-effectiveness: The Compensation Committee reviews the cost effectiveness of our bonus
program to ensure resources are allocated in a manner that supports our business
objectives. This is done in two ways. First, the overall funding of our bonus pool is
based on an analysis of funding levels as a percent of net income at our comparator group,
and our bonus pool is therefore funded as a percent of our net income. Second, the funding
of our bonus pool is in part tied to the financial performance of the Company, specifically
growth in operating revenue and earnings per share as measured against our comparator
group.
Equitable Compensation: The Compensation Committee reviewed the bonus and total cash pay of
each of our NEOs at the same time and examined the pay relationship between the NEOs and
other senior officers, taking into consideration job scope and individual performance.
Stock Options:
Competitiveness: The Compensation Committee reviewed a regression analysis using the
comparator group’s 3 year average equity award usage and 3 year average market
capitalization to determine the overall pool size based on Genentech’s market
capitalization in July 2006. The target amounts were established via a review of the total
long-term incentives including stock option grants, full value shares and other long-term
cash compensation made by the comparator group to their respective NEOs over the last 3
years. The comparator group long-term incentive compensation levels were reviewed from the
median to 90th percentile and presented to the Compensation Committee for
review. The
Securities and Exchange Commission
October 5, 2007
Page 4
Compensation Committee takes into consideration the Company’s compensation philosophy which
is weighted toward variable pay and NEO long-term performance and potential in deciding where
along the continuum to set stock option award levels.
Corporate Performance: The Compensation Committee does not directly analyze corporate
performance to determine stock option awards. However, these awards are intended to
motivate NEOs for future performance and align the interest of our NEOs with those of our
stockholders.
Individual Performance: Since two primary purposes of stock options are retention and
performance, the Committee considers the overall performance of each NEO in terms of their
roles and responsibilities and the value to the Company in retaining them, and it also
considers the past performance of each NEO relative to the Company’s goals as an indication
of their potential for future performance.
Cost-effectiveness: The impact of the stock option expense on earnings is considered when
determining the overall size of the option pool.
Equitable Compensation: The Compensation Committee reviewed the equity pay of each of our
NEO’s at the same time and examined the pay relationship between the NEOs and other senior
officers, taking into consideration job scope, individual performance and future potential.
Benefit Programs:
Competitiveness: We regularly review the market competitiveness of our benefit programs,
from both a prevalence and cost perspective. In the past the Board of Directors has
reviewed proposed changes to our 401(k) plan in light of the related market competitive
data.
Corporate Performance: Corporate performance is not a direct factor in the design and
administration of our benefit programs; however, we do consider the impact of benefits
expense on Company financial performance and carefully evaluate our programs to manage that
expense.
Individual Performance is not a direct factor in the design and administration of our
benefit programs.
Cost-effectiveness: We work with consultants to limit our program costs, and use
competitive bidding for certain programs such as our employee medical plan. In some cases,
we conduct focus groups to determine whether we are allocating our benefit dollars in an
economical manner.
Securities and Exchange Commission
October 5, 2007
Page 5
Equitable Compensation is not a direct factor in the design and administration of our
benefit programs.
2. We note that you have not provided a quantitative discussion of the terms of the necessary
targets and performance objectives to be achieved in order for your executive officers to earn
their incentive compensation. For example, you state that base salary is based in part upon your
approximation of your anticipated revenue level in the next fiscal year, and in your bonus
discussion allude to numerous corporate performance goals. Please disclose the relevant targets
and performance objectives, or on a supplemental basis, provide an analysis supporting your
conclusion that disclosure of the targets is not required because it would result in competitive
harm such that the targets could be excluded properly under Instruction 4 to Item 402(b) of
Regulation S-K. To the extent disclosure of the quantitative or qualitative performance-related
factors would cause competitive harm, you are required to discuss how difficult it will be for you
to achieve the target levels or other factors.
With respect to base salary, we use anticipated revenue level in the next fiscal year as part
of our benchmarking process as there is a correlation between revenue size and base salary level.
We estimate the median base salary for each NEO using a weighted average of our comparator group
proxy data and published survey data that corresponds to the anticipated revenue level in the next
fiscal year.
With respect to performance goals, we respectfully advise the Staff that we believe that the
disclosure of the specific performance measures is not required because it would result in
competitive harm to the Company, such that the performance targets could be excluded properly under
Instruction 4 to Item 402(b) of Regulation S-K, pursuant to the same standard that would apply
under Rule 24b-2 (“Rule 24b-2”) of the Securities Exchange Act of 1934, as amended (the “1934
Act”)..
Rule 24b-2 provides that the Commission may grant confidential treatment thereunder if it
determines that such treatment is justified under the Freedom of Information Act, 5 U.S.C. §552.
The Commission may grant confidential treatment if it determines that disclosure is not required to
protect investors and that disclosure would adversely affect the Company’s business. Rule 24b-2
refers to subsection (b)(4) of 5 U.S.C. § 552 (“Exemption 4”), which exempts from the broad public
disclosure requirements of the Freedom of Information Act those “trade secrets and commercial or
financial information obtained from a person and privileged or confidential.” To satisfy this
requirement, the relevant information must meet the following test: (1) the information for which
an exemption is sought must be a trade secret or such information must be commercial or financial
in character; (2) such information must be obtained from a person, which includes a corporation;
and (3) such information must be privileged or confidential.
We believe that the specific performance targets used by the Company in determining its
bonuses meet this test. Because the Company is a corporation that is
Securities and Exchange Commission
October 5, 2007
Page 6
disclosing certain information to the Commission, the second requirement of the above-noted
test has been satisfied. Moreover, as discussed in more detail below, specific performance
measures constitute commercial or financial information that is privileged or confidential within
the meaning of Exemption 4, and consequently the first and third requirements of the test are also
satisfied.
For purposes of Exemption 4, “commercial or financial information” has been construed by
courts in accordance with its plain meaning and broadly encompasses information relating to
commerce or compiled in pursuit of profit. See Public Citizen Health Group v. Food and Drug
Admin., 704 F.2d 1280, 1290 (D.C. Cir. 1983); American Airlines, Inc. v. National Mediation Board,
588 F.2d 863, 870 (2d Cir. 1978). Accordingly, items generally regarded as commercial or financial
information include business sales statistics, technical designs, research data, overhead and
operating costs, information on financial condition, and prices. See Landfair v. United States
Dept. of the Army, 645 F. Supp. 325, 327 (D.D.C. 1986). As such, target levels of corporate
financial performance fall within the plain meaning of the term “commercial and financial
information.”
To be exempt from disclosure, such commercial or financial information must be privileged or
confidential. See Frazee v. United States Forest Serv., 97 F.3d 367, 370 (9th Cir.
1996). In the context of a filing with the Commission, where a registrant is required to disclose
certain information to the Commission, such information is confidential within the meaning of
Exemption 4 “if disclosure . . . is likely to have either of the following effects: (1) to impair
the government’s ability to obtain necessary information in the future; or (2) to cause substantial
harm to the competitive position of the person from whom the information was obtained.” Bartholdi
Cable Co. v. Federal Communications Comm’n, 114 F.3d 274, 281 (D.C. Cir. 1997) (quoting National
Parks and Conservation Ass’n v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974)); see also Frazee, 97
F.3d at 371; Nadler, 92 F.3d at 96.
We believe that the Company may rely on the second prong of the above test to exempt the
performance targets from disclosure, as disclosure of the performance targets would likely cause
substantial harm to the competitive position of the Company. Under this prong, “a party need not
show actual competitive harm” but must only “present specific evidence revealing (1) actual
competition and (2) a likelihood of substantial competitive injury” to demonstrate that commercial
or financial information is confidential. Frazee, 97 F.3d at 371 (internal quotation marks
omitted). A registrant’s right to an exemption “depends upon the competitive significance of
whatever information may be contained in the documents” and, therefore, the Commission’s role is
“to determine whether any non-public information contained in those documents is competitively
sensitive, for whatever reasons.” Occidental Petroleum Corp. v. Securities and Exchange Comm’n,
873 F.2d 325, 341 (D.C. Cir. 1989) (emphasis in original).
The Company’s performance targets are confidential, internal metrics that have not been
disclosed to the public in the past and are not known to competitors. These
Securities and Exchange Commission
October 5, 2007
Page 7
performance targets, such as the Company’s goals relating to earnings per share, operating
revenue growth, operating margin, expenses and budgeting, sales, manufacturing and supply,
research, product development and leadership, are highly confidential.
As such, in the Company’s intensively competitive industry, disclosure of the performance
targets would allow competitors to draw meaningful conclusions about factors determining the
likelihood of the Company reaching certain financial and business milestones, and would allow
competitors to strategize in a manner potentially harmful to the Company. Having knowledge of the
Company’s performance targets and specific strategic goals, competitors would be in a position to
conclude how aggressively the Company seeks growth, cash flow, product development, research and
development, regulatory filings, and the like, the actual strategies of how it intends to
accomplish such goals and, consequently, how it can best be prevented from achieving its goals from
the onset. We believe if the performance targets were divulged, it could make it significantly
more difficult for the Company to achieve these goals, which would result in harm to investors.
In addition, disclosure of such sensitive information about performance targets on which
executive compensation is based would provide competitors with information that they could use to
structure their incentive compensation in a manner that would better enable them to hire away the
Company’s critical executives by offering more lucrative incentives.
Therefore, disclosure of the Company’s specific performance measures could cause substantial
economic harm to the Company’s competitive position, resulting in significant economic harm to the
Company and to its stockholders. Further, disclosure of the performance targets is not necessary
for the protection of stockholders. The stockholders have been provided with the target bonus
awards, general categories of performance measures, reasoning of the Committee regarding the
setting of bonus award levels and performance measures, as well as the maximum bonus amounts that
may be earned. We believe that this provides the Company’s stockholders with information adequate
to assess the potential bonus compensation that may be earned by the NEOs, and the Company’s
policies related thereto.
Likelihood of Achieving Target Levels of Performance. Both management and the
Compensation Committee considered the likelihood or probability of the achievement of target levels
of performance when recommending and approving, respectively, the performance targets and target
bonuses. At the time the performance goals were set, the Committee believed that the goals would
be challenging and difficult but achievable with significant effort and success in executing the
Company’s strategy.
Securities and Exchange Commission
October 5, 2007
Page 8
Stock Options, page 24
3. You state that you based the 2006 annual awards to named executive officers upon a variety
factors such as the retention value of the options to be granted, the individual’s performance and
expected future contributions and total cash and direct compensation levels. Please analyze how
these various factors resulted in the amount of options granted to the named executive officers.
In response to your question, on a supplemental basis, listed below is an analysis on how each
of the factors listed on page 24 of the CD&A were considered by the Compensation Committee in
determining the stock awards for our NEOs. In the Definitive Proxy Statement for the 2008 Annual
Meeting of Stockholders, we will include more detail on how these factors helped the Compensation
Committee determine the amount of options granted to the NEOs.
Retention
Value/Total Cash and Total Compensation Levels: The Compensation Committee
establishes the competitive positioning of total compensation and the
contribution of each element of pay for NEOs based on both internal compensation philosophy and external market for
similar jobs. Each element of pay serves a different purpose: base salary provides a fair
level of fixed compensation for the responsibilities and scope of the position, annual
bonus provides rewards for corporate and individual performance, and stock options provide
annual incentives aligned with shareholder interests in delivering positive long-term
results. Long-term incentives receive the heaviest weighting in the pay mix of our NEOs as
the Compensation Committee believes this is the best vehicle for driving long-term
performance, aligning incentives with shareholder interests and providing a retention
incentive for NEOs. The fair value of stock option grants to NEOs can be more than 50% of
their total compensation, has a market competitive incentive value, and has a four-year
vesting requirement. These factors contribute to the stock option grants being a
significant retention device.
Individual Performance: The Company has a number of specific corporate goals that relate to
various areas of the Company’s business and that are approved by the Board of Directors
prior to the start of the performance year. Each NEO is evaluated based on their overall
performance and their contribution to the achievement of the corporate goals as an
indication of their ability to help positively affect long term results, in determining
whether or not they receive a stock option grant and the size of the option grant.
Summary Compensation Table, page 26
4. Mr. Levenson’s incentive and equity compensation is significantly higher than the other
named executive officers. In the Compensation Discussion and
Securities and Exchange Commission
October 5, 2007
Page 9
Analysis, please analyze why the Committee structured his compensation to provide for such
significantly higher remuneration.
In response to your question, on a supplemental basis, please see below for an analysis of why
the Compensation Committee structured Dr. Levinson’s compensation to be higher than that of our
other NEOs. In the Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders, we will
include more detail as to why the Compensation Committee structured Dr. Levinson’s compensation to
provide for significantly higher remuneration, if applicable.
The Compensation Committee uses the same methodology in determining the bonus incentive and
equity compensation levels for all of our NEOs, including Dr. Levinson, which is based on market
data, Company performance, and individual performance.
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The Compensation Committee annually reviews the recommended target awards for each of
our NEOs against market survey data and proxy data of our comparator group, which are
regressed to reflect our size and scope. The market data indicates that Dr. Levinson’s
position of CEO is paid bonus and equity awards that are 3 — 4 times the amount of bonus
and equity median awards for positions of other NEOs in the comparator group. |
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After reviewing the targets, the Compensation Committee makes an evaluation of the
final awards for each of our NEOs taking into account Company and individual performance
for both the bonus and equity awards. For the equity awards, the Compensation Committee
also considers the retention value of the options to be granted, the individual’s expected
future contributions, and total cash and total direct compensation levels. |
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The Compensation Committee determined that the final bonus and equity award for Dr.
Levinson, which was supported both by the market data and the belief of the Compensation
Committee that the awards are reflective of Dr. Levinson’s significant contributions to
the Company and to its performance, and are consistent with the Company’s overall
performance. |
Compensation Committee Matters, page 31
5. Please provide all of the disclosure required by Item 407(e)(3)(iii) regarding the
Committee’s engagement of Mercer, including the nature and scope of its assignment and the material
elements of the instructions you gave Mercer. Also, in the Compensation Discussion and Analysis
and elsewhere in the document, clarify which of the two consulting firms you mention performed what
work.
In response to your question, on a supplemental basis, the following is a description of the
nature and scope of assignment of the compensation consultants retained by the Company. In the
Definitive Proxy Statement for the 2008 Annual
Securities and Exchange Commission
October 5, 2007
Page 10
Meeting of Stockholders, we will include the disclosure required by Item 407(e)(3)(iii) for
any retained compensation consultant.
Mercer Consulting provides a market pay analysis of our comparator group and pay recommendations to
help determine total compensation levels for our NEOs and other officers. This analysis and
recommendation includes:
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Evaluation of our NEOs’ total compensation relative to our comparator group over a 3
year period. This review includes both market survey data and proxy data analyses. Total
compensation that is evaluated includes, but is not limited to: base salary, bonus, and
equity. |
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Review of Genentech’s matching of our NEOs’ jobs to similar jobs in our comparator
group with recommendations for changes to ensure the most appropriate match for accurate
measurement of market compensation levels. |
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A written evaluation of our NEOs’ compensation compared to our comparator group and
recommendations on changes to compensation to address any gaps that are identified. |
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Pay increase reviews for 60 (non-NEO) officers including appropriate market data
using our comparator group. |
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Presentation materials to be used for Compensation Committee review addressing the
linkage between compensation rewards, Genentech’s business strategy, and competition for
talent in the biotechnology sector. |
Frederick W. Cook & Co., Inc. provides a market equity pay analysis of our comparator group and
recommendations to help us determine the overall competitive stock pool size and the appropriate
grant size for our NEOs. This review includes:
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Share usage regression analysis using 3 year overview of our comparator group usage
and market capitalization. |
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Three-year overview of annual cost of long term incentive shares granted as a
percentage of market cap (Shareholder Value Transfer Rate) |
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Three-year overview of comparator group share usage for our NEOs including, long
term incentive allocation as a percentage of shares outstanding, shareholder value
transfer allocation, and annual grant value. |
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Most recent four quarters of peer financial data (revenue and net income), market
capitalization and annualized shareholder return (1 and 3 year review). |
Copied below, from our Compensation Discussion and Analysis for our 2007 Proxy Statement, are those
sections for which we used data and/or analysis provided by consulting firms, as well as the
identification of the consulting firm that provided such data and/or analysis:
“Data from the comparator group is adjusted using regression analysis to reflect our size
and scope (revenue and market capitalization). Specific benchmarking elements include base
salaries, target bonuses and actual bonuses paid, actual annual equity awards, total cash
compensation, benefits and total compensation.
Securities and Exchange Commission
October 5, 2007
Page 11
The Compensation Committee has reviewed the compensation paid by our comparator companies
for the past fiscal year and in doing so considered industry segment, revenue level, and
market capitalization.” [Mercer Human Resources Consulting & Frederick W. Cook & Co.]
“The benchmarking process for our NEOs is conducted annually and includes a review of
aggregate compensation of each executive officer position. We use available proxy statement
data and published compensation survey sources for this review and assessment. Survey data
sources are weighted to approximate our anticipated revenue level in the next fiscal year.”
[Mercer Human Resources Consulting]
“Bonus targets, expressed as a percent of salary for the CEO and other NEOs, are set
annually based on an evaluation of proxy statement data of the comparator group over the
preceding five years to determine bonus percentages within competitive practice and are
intended to correspond to 50th percentile bonus awards for the comparator group.” [Mercer
Human Resources Consulting]
“Annually, an independent compensation specialist benchmarks data using publicly available
information from Forms 10-K and proxy statements of the comparator group to determine
competitive award pool sizes as a percent of shares outstanding. A regression analysis is
performed using the comparator group’s 3-year average market capitalization and 3-year
average equity award usage.” [Frederick W. Cook & Co.]
“For annual grants, option target amounts are established by first identifying the median
size of option grants made by the comparator group to their respective NEOs in terms of the
percentage of all options granted during the years included in the analysis. In addition,
in connection with the 2006 grant, the Compensation Committee considered the fair value of
those awards, using a Black-Scholes analysis, of equity awards made to NEOs of the
comparator group over the past three years.” [Frederick W. Cook & Co.]
Related Person Transactions in 2006, page 33
6. As to the Roche/Hoffman-La Roche transactions, provide further breakdown of the numerous
transactions you grouped together in your disclosure. Consistent with the principles-based
approach of Item 404, consider breaking down and grouping transactions meaningfully, perhaps by
material contract and the different categories of payments in those contracts, or by product or
product candidate and the type of payment (royalty, licensing, r&d, etc.)
In response to your question, on a supplemental basis, listed below are the categories of 2006
revenues and cost and expenses associated with Roche for each of the
Securities and Exchange Commission
October 5, 2007
Page 12
following agreements: (i) 1999 Amended and Restated Agreement between Genentech, Inc. and F.
Hoffmann-La Roche Ltd regarding Commercialization of Genentech’s Products outside of the United
States, as amended (the “Ex-U.S. Agreement”); (ii) Agreement among F. Hoffmann-La Roche Ltd and
Genentech, Inc. regarding anti-HER2 (the “Anti-HER2 Agreement”); and (iii) the Collaborative
Agreement among F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc. and Genentech, Inc. (the
“Collaborative Agreement”). In the Definitive Proxy Statement for the 2008 Annual Meeting of
Stockholders, we will include more detail on the revenues and cost and expenses associated with
Roche broken out by relevant agreements.
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Collaborative |
| Millions) |
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Ex-U.S. Agreement |
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Anti-HER2 Agreement |
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Agreement |
Revenues |
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$ |
788 |
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$ |
517 |
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Cost and Expenses |
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$ |
401 |
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$ |
67 |
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$ |
12 |
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Revenues exclude the impact of foreign exchange hedges as well as certain one-time reimbursement
items totaling $26 million, which could not be segregated by contract. |
Additionally, at the Staff’s request, the Company hereby acknowledges that:
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the Company is responsible for the adequacy and accuracy of the disclosure in the
filing; |
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Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and |
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the Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States. |
Securities and Exchange Commission
October 5, 2007
Page 13
Please direct your questions or comments regarding the Company’s responses to the undersigned
at (650) 225-3562. Thank you for your assistance.
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Sincerely,
GENENTECH, INC.
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/s/ Sean A. Johnston
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Sean A. Johnston |
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Senior Vice President and
General Counsel |
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