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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
_____________________________
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SCHEDULE
TO
(RULE
14d-100)
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Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
(Amendment
No. 1)
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GENENTECH,
INC.
(Name
of Subject Company (Issuer))
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ROCHE
INVESTMENTS USA INC.
(Offeror)
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an
indirect wholly owned subsidiary of
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ROCHE
HOLDING LTD
(Parent
of Offeror)
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(Names
of Filing Persons (identifying status as offeror, issuer and other
person))
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Common
Stock, Par Value $0.02 Per Share
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(Title
of Class of Securities)
_____________________________
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368710406
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(Cusip
Number of Class of Securities)
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Carol
Fiederlein
Roche Investments USA
Inc.
1220 N. Market Street, Suite
#334
Wilmington, DE 19801
Telephone: (302) 425-0151
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
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Copies
to:
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Dr. Beat
Kraehenmann
Roche Holding
Ltd
Grenzacherstrasse
124
CH-4070
Basel
Switzerland
Telephone:
+41-61-688-1111
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Christopher
Mayer
Davis Polk &
Wardwell
450 Lexington
Avenue
New York, New York 10017
Telephone:
(212) 450-4000
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Transaction
Valuation*
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Amount of
Filing Fee**
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$42,056,058,888.50
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$1,652,803.11
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*
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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 of Shares beneficially owned by
Roche Holding
Ltd and (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 average weighted exercise price of such
options. The number of outstanding Shares, the number of Shares subject to “in-the-money” options and the average weighted exercise price
for such options is contained in
Genentech’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2008.
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**
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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.
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þ
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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.
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Amount
Previously Paid:
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$1,652,803.11
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Filing
Party:
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Roche Investments USA Inc./Roche Holding
Ltd
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Form
or Registration No.:
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Schedule TO-T
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Date
Filed:
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February 9,
2009
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o
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Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
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2008
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2007
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2006
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||||||||||
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Product
sales to the Roche Group
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$ | 868 | $ | 768 | $ | 359 | ||||||
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Royalties
earned from the Roche Group
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$ | 1,544 | $ | 1,206 | $ | 846 | ||||||
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Contract
revenue from the Roche Group
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$ | 138 | $ | 95 | $ | 125 | ||||||
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Cost
of sales on product sales to the Roche Group
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$ | 472 | $ | 422 | $ | 268 | ||||||
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Research
and development expenses incurred on joint development projects with the
Roche Group
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$ | 336 | $ | 259 | $ | 213 | ||||||
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In-licensing
expenses to the Roche Group
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$ | 145 |
– _
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– ” | ||||||||
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Years
Ended December 31,
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2008
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2007
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(audited)
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Consolidated
Balance Sheet Data
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Total
current assets
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$ | 10,073 | $ | 8,753 | ||||
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Total
noncurrent assets
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11,714 | 10,187 | ||||||
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Total
assets
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$ | 21,787 | $ | 18,940 | ||||
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Total
current liabilities
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$ | 3,095 | $ | 3,918 | ||||
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Total
noncurrent liabilities
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3,021 | 3,117 | ||||||
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Total
liabilities
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$ | 6,116 | $ | 7,035 | ||||
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Consolidated
Statements of Income Data
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Total
operating revenue
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$ | 13,418 | $ | 11,724 | ||||
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Product
sales
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10,531 | 9,443 | ||||||
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Royalties
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2,539 | 1,984 | ||||||
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Contract
revenue
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348 | 297 | ||||||
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Total
costs and expenses
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8,089 | 7,495 | ||||||
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Operating
income
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5,329 | 4,229 | ||||||
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Net
income
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$ | 3,427 | $ | 2,769 | ||||
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Ratio
of earnings to fixed charges (1)
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42.33
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35.06 | ||||||
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Comparative
per Share Data
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Net
income per Share
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Basic
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$ | 3.25 | $ | 2.63 | ||||
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Diluted
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$ | 3.21 | $ | 2.59 | ||||
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Book
Value per Share (2)
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$ | 14.88 | ||||||
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(1)
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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.
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(2)
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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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Exhibit No.
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Description
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(a)(5)(xxxxii)
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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).
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(a)(5)(xxxxiii)
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Press
Release issued by Roche, dated February 27, 2009.
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(a)(5)(xxxxiv)
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Presentation
on Roche’s offer to acquire minority shares in Genentech, dated March
2009.
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Date:
March 2,
2009
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ROCHE
INVESTMENTS USA INC.
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By: /s/ Carol
Fiederlein
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Name: Carol
Fiederlein
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Title: Secretary
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ROCHE
HOLDING LTD
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By: /s/ Steve
Krognes
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Name: Steve
Krognes
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Title: Authorized
Signatory
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By: /s/ Beat
Kraehenmann
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Name: Dr.
Beat Kraehenmann
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Title: Authorized
Signatory
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Exhibit No.
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Description
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(a)(1)(i)
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Offer
to Purchase dated February 9, 2009.*
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(a)(1)(ii)
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Letter
of Transmittal.*
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(a)(1)(iii)
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Notice
of Guaranteed Delivery.*
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(a)(1)(iv)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies, Custodians, Holder
of Employee Stock Purchase Plan Shares and Other
Nominees.*
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(a)(1)(v)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies,
Custodians, Holder of Employee Stock Purchase Plan Shares and Other
Nominees.*
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(a)(1)(vi)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9.*
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(a)(1)(vii)
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Summary
Advertisement to be published in The Wall Street
Journal.*
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(a)(5)(i)
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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.*
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(a)(5)(ii)
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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.*
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(a)(5)(iii)
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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.*
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(a)(5)(iv)
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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.*
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(a)(5)(v)
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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.*
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(a)(5)(vi)
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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.*
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(a)(5)(vii)
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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.*
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(a)(5)(viii)
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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.*
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(a)(5)(ix)
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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.*
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(a)(5)(x)
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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)
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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.*
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(a)(5)(xii)
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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.*
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(a)(5)(xiii)
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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.*
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(a)(5)(xiv)
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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.*
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(a)(5)(xv)
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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.*
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(a)(5)(xvi)
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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.*
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(a)(5)(xvii)
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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.*
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(a)(5)(xviii)
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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.*
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(a)(5)(xix)
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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.*
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(a)(5)(xx)
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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.*
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(a)(5)(xxi)
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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.*
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(a)(5)(xxii)
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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.*
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(a)(5)(xxiii)
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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)
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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.*
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(a)(5)(xxv)
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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.*
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(a)(5)(xxvi)
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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.*
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(a)(5)(xxvii)
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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.*
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(a)(5)(xxviii)
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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.*
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(a)(5)(xxix)
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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.*
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(a)(5)(xxx)
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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.*
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(a)(5)(xxxi)
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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.*
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(a)(5)(xxxii)
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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.*
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(a)(5)(xxxiii)
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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.*
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(a)(5)(xxxiv)
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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.*
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(a)(5)(xxxv)
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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)
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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).*
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(a)(5)(xxxvii)
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Press
Release issued by Roche, dated February 9, 2009.*
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(a)(5)(xxxviii)
|
Investor
Q&A, dated February 9, 2009.*
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(a)(5)(xxxix)
|
Roche
Investor Presentation, dated February 9, 2009.*
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(a)(5)(xxxx)
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Transcript
of Interview with Dr. Humer, dated February 9, 2009.*
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(a)(5)(xxxxi)
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Letter
to Genentech Employees, dated February 9, 2009.*
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(a)(5)(xxxxii)
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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).
|
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(a)(5)(xxxxiii)
|
Press
Release issued by Roche, dated February 27, 2009.
|
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(a)(5)(xxxxiv)
|
Presentation
on Roche’s offer to acquire minority shares in Genentech, dated March
2009.
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(c)(i)
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Presentation
dated February 7, 2009 provided by Greenhill & Co., LLC to
Roche.*
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(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).*
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(d)(ii)
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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).*
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(d)(iii)
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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).*
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(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).*
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(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).*
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(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).*
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(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).*
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(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).*
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(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)).*
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(g)
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Not
applicable.
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(h)
|
Not
applicable.
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