Genentech Forms Special Committee of Independent Directors to Review Roche Proposal

Charles A. Sanders, the chairman of the special committee, said, "The special committee intends to proceed in a timely manner to review the Roche proposal, which was both unsolicited and unexpected. The outcome of this process has not been pre-determined, and there can be no assurance that the special committee will approve any transaction with Roche."

In forming the special committee, the Board of Directors of Genentech resolved that the Board would not recommend to stockholders or otherwise approve a merger or other business combination transaction with Roche without the prior favorable recommendation of the special committee.

Neither Genentech nor the special committee has any obligation under the Affiliation Agreement between Genentech and Roche, or otherwise, to agree to a transaction. In addition, the Affiliation Agreement does not obligate Genentech or the special committee to agree to any specific process or any price based on valuation assessments provided by investment banks.

The special committee has retained Goldman, Sachs & Co. to act as its financial advisor, and Latham & Watkins LLP as its legal counsel. Wilson Sonsini Goodrich & Rosati is representing Genentech.

About Genentech

Founded more than 30 years ago, Genentech is a leading biotechnology company that discovers, develops, manufactures and commercializes medicines to treat patients with significant unmet medical needs. The company has headquarters in South San Francisco, California and is listed on the New York Stock Exchange under the symbol DNA. For additional information about the company, please visit http://www.gene.com.

SOURCE: Genentech, Inc.

Genentech, Inc. Media Contact: Geoff Teeter, 650-467-6800 Caroline Pecquet Investor Contact: Kathee Littrell, 650-225-1034 Sue Morris, 650-225-6523 http://www.gene.com