SETTLEMENT AGREEMENTSettlement Agreement • February 8th, 2000 • Genentech Inc • Pharmaceutical preparations • California
1 EXHIBIT 1 GENENTECH, INC. 20,000,000 Shares of Common Stock Underwriting AgreementGenentech Inc • October 8th, 1999 • Pharmaceutical preparations • New York
2- 3 2. Representations and Warranties of CTI. Except as set forth on a Disclosure Schedule (the"Disclosure Schedule"), which shall be updated and provided to Genentech prior to each Closing, CTI represents and warrants to Genentech as follows:Common Stock Purchase Agreement • December 23rd, 1996 • Genentech Inc • Pharmaceutical preparations • Delaware
EXHIBIT 10.2 AMENDED AND RESTATED AGREEMENT BETWEEN GENENTECH, INC. AND F. HOFFMANN-LA ROCHE LTD REGARDING COMMERCIALIZATION OF GENENTECH'S PRODUCTS OUTSIDE THE UNITED STATES TABLE OF CONTENTS Whereas Clauses Article I - DefinitionsAgreement • July 16th, 1999 • Genentech Inc • Pharmaceutical preparations • New York
Trust Agreement Between Genentech, Inc. AndTrust Agreement • January 14th, 2000 • Genentech Inc • Pharmaceutical preparations • Massachusetts
SECOND AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND GENENTECH, INC.Trust Agreement • January 14th, 2000 • Genentech Inc • Pharmaceutical preparations
b) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission; the Registration Statement and...Genentech Inc • March 15th, 2000 • Pharmaceutical preparations • New York
FIRST AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND GENENTECH, INC. THIS FIRST AMENDMENT, dated as of the first day of May, 1994, by the between Fidelity Management Trust Company (the "Trustee") and Genentech, Inc. (the...Trust Agreement • January 14th, 2000 • Genentech Inc • Pharmaceutical preparations
EXHIBIT 10.2 AMENDED AND RESTATED AGREEMENT BETWEEN GENENTECH, INC. AND F. HOFFMANN-LA ROCHE LTD REGARDING COMMERCIALIZATION OF GENENTECH'S PRODUCTS OUTSIDE THE UNITED STATES TABLE OF CONTENTS Whereas Clauses Article I - Definitions 1....Agreement • August 11th, 1999 • Genentech Inc • Pharmaceutical preparations • New York
Exhibit 10.5 AMENDMENT NO. 1 TO AFFILIATION AGREEMENT AMENDMENT NO. 1 dated as of October 22, 1999 to the Affiliation Agreement dated as of July 22, 1999 between Genentech, Inc. and Roche Holdings, Inc. (the "AFFILIATION AGREEMENT"). The Affiliation...Affiliation Agreement • February 8th, 2000 • Genentech Inc • Pharmaceutical preparations • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2005 • Genentech Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement ("Agreement") is entered into as of the ___ day of ______________, 200__ by and between Genentech, Inc., a Delaware corporation (the "Company"), and _______________ ("Indemnitee").
GENENTECH, INC. REGISTRATION RIGHTS AGREEMENTGenentech Inc • July 19th, 2005 • Pharmaceutical preparations • New York
Citigroup Global Markets Inc. Goldman, Sachs & Co. As Representatives of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
AGREEMENT AND PLAN OF MERGER BY AND AMONG GENENTECH, INC. GREEN ACQUISITION CORPORATION and TANOX, INC. Dated as of November 9, 2006Agreement and Plan of Merger • February 23rd, 2007 • Genentech Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 9, 2006 (the “Agreement”), by and among Genentech, Inc., a Delaware corporation (“Parent”), Green Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Tanox, Inc., a Delaware corporation (the “Company”).
Exhibit 4.1 ROCHE HOLDINGS, INC. (a Delaware corporation) $1,506,342,000 Principal Amount at Maturity Liquid Yield Option(TM) Notes due 2015 (Zero Coupon) PRIVATE PLACEMENT PURCHASE AGREEMENTGenentech Inc • August 4th, 2000 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of January 19, 2000 between GENENTECH, INC., a Delaware corporation ("Genentech"), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &...Registration Rights Agreement • May 15th, 2000 • Genentech Inc • Pharmaceutical preparations • New York
EXHIBIT 10.1 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated January 20, 2001, is made by and between Genentech, Inc., a Delaware corporation (the "Company"), and Myrtle S. Potter (the "Executive"). WHEREAS, the Company considers it essential to the...Change in Control Agreement • May 1st, 2001 • Genentech Inc • Pharmaceutical preparations • California
EXHIBIT 10.1 AFFILIATION AGREEMENT AFFILIATION AGREEMENT dated as of July 22, 1999 between Genentech, Inc., a Delaware corporation (the "COMPANY") and Roche Holdings, Inc., a Delaware corporation ("ROCHE"). WHEREAS, the Amended and Restated Governance...Affiliation Agreement • August 11th, 1999 • Genentech Inc • Pharmaceutical preparations • Delaware
GENENTECH, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • September 26th, 2006 • Genentech Inc • Pharmaceutical preparations • California
Genentech, Inc. (the “Company”) hereby grants you (the “Participant”), a nonqualified stock option (“Option”) under the Company’s 2004 Equity Incentive Plan (the “Plan”) to purchase shares of common stock of the Company (“Shares”). The date of this Nonqualified Stock Option Grant Agreement (the “Agreement”) is the date of grant as indicated on the Participant’s Stock Option Data Sheet (the “Grant Date”). Subject to the provisions of this Agreement and of the Plan, the principal features of this option are as follows:
FORM OF VOTING AGREEMENTForm of Voting Agreement • February 23rd, 2007 • Genentech Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2006, by and between Genentech, Inc., a Delaware corporation (“Parent”) and the undersigned stockholder (“Stockholder”) of Tanox, Inc. (the “Company”).
1 EXHIBIT 3 DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT This Agreement is made and entered into as of the 22nd day of November 1996 (the "Effective Date") by and between Genentech, Inc., a corporation organized and existing under the laws of the...Development Collaboration • December 23rd, 1996 • Genentech Inc • Pharmaceutical preparations • California
ARTICLE ITax Sharing Agreement • August 11th, 1999 • Genentech Inc • Pharmaceutical preparations • Delaware
GENENTECH, INC. $500,000,000, 4.40% Senior Notes due 2010 $1,000,000,000, 4.75% Senior Notes due 2015 $500,000,000, 5.25% Senior Notes due 2035 Purchase AgreementGenentech Inc • November 4th, 2005 • Pharmaceutical preparations • New York
Genentech, Inc., a corporation organized under the laws of Delaware (the "Company"), proposes to issue and sell to the several parties named in Schedule I hereto (the "Initial Purchasers"), for whom you (the "Representatives") are acting as representatives, $500,000,000 aggregate principal amount of its 4.40% Senior Notes due 2010 (the "2010 Notes"), $1,000,000,000 aggregate principal amount of its 4.75% Senior Notes due 2015 (the "2015 Notes") and $500,000,000 aggregate principal amount of its 5.25% Senior Notes due 2035 (the "2035 Notes," and together with the 2010 Notes and the 2035 Notes, the "Securities"). The Securities are to be issued under an indenture, to be dated as of the Closing Date, between the Company and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), as supplemented by an Officers' Certificate to be dated as of the Closing Date (as supplemented, the "Indenture"). Holders of the Securities will have the benefit of a registration rights agreement (
TRANSITION AGREEMENTTransition Agreement • August 16th, 2005 • Genentech Inc • Pharmaceutical preparations
This agreement is being entered into between Myrtle Potter (“Potter”) and Genentech, Inc., One DNA Way, South San Francisco, CA 94080 (“Genentech”) and becomes effective seven days after the signing of this agreement by Potter (the “Effective Date”).
AMENDED AND RESTATED BACKUP FACILITY AGREEMENT AND AMENDMENT TO OTHER OPERATIVE AGREEMENTSBackup Facility Agreement • February 14th, 2003 • Genentech Inc • Pharmaceutical preparations • New York
AMENDED AND RESTATED BACKUP FACILITY AGREEMENT dated as of November 7, 2002, among DNA FINANCE CORP. (the "Borrower"), the BANKS party hereto (the "Banks"), the INVESTORS party hereto (the "Investors"), JP MORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as CP Administrative Agent, as Collateral Agent, and as Agent Bank (the "Agent"), VACAVILLE REAL ESTATE TRUST 2001 ("Lessor"), and GENENTECH, INC. ("Lessee" and "Guarantor").
GENENTECH, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • November 1st, 2004 • Genentech Inc • Pharmaceutical preparations
Genentech, Inc., a Delaware corporation (the "Company") has granted to you, the optionee named on the attached Nonstatutory Stock Option Data Sheet (the "Data Sheet"), effective on the Date of Grant stated on the Data Sheet, an option (the "Option") under the 1999 Stock Plan, as amended and restated as of February 13, 2003 (the "Plan") to purchase shares of the common stock of the Company (the "Common Stock"). The Option is a nonstatutory option and is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
FIRST AMENDMENT TO THE TOLL MANUFACTURING AGREEMENT DATED SEPTEMBER 15, 2004 BETWEEN GENENTECH, INC. AND WYETHToll Manufacturing Agreement • February 17th, 2006 • Genentech Inc • Pharmaceutical preparations
This amendment (the “Amendment”), effective as of December 8, 2004, is made by and between Genentech, Inc., a Delaware corporation having a principal place of business at 1 DNA Way, South San Francisco, California 94080 (“Genentech”), and Wyeth, a Delaware corporation acting through its Wyeth Pharmaceuticals Division having its principal place of business at Five Giralda Farms, Madison, New Jersey 07940 (“Wyeth”). Wyeth and Genentech are referred to herein collectively as the “Parties.”
Amendment to Amended and Restated Agreement Between Genentech, Inc. and F. Hoffmann-La Roche Ltd Regarding Commercialization of Genentech's Products Outside the United StatesGenentech Inc • July 27th, 2004 • Pharmaceutical preparations
This Amendment to Amended and Restated Agreement Between Genentech, Inc. and F. Hoffmann-La Roche Ltd Regarding Commercialization of Genentech's Products Outside the United States (hereinafter, "Amendment") is made, effective as of March 10, 2000 ("Amendment Effective Date"), by and among F. Hoffmann-La Roche Ltd, Grenzacherstrasse 124, CH 4070 Basel, Switzerland ("ROCHE"), Genentech, Inc., 1 DNA Way, South San Francisco, California USA 94080, Genentech Europe Limited, Reid House, 31 Church Street, Hamilton, Bermuda HM FXV and Genentech Biopharmaceuticals Limited, Reid House, 31 Church Street, Hamilton, Bermuda HM FXV ("GENENTECH").
THE BANK OF NEW YORK as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of October 18, 1995Genentech Inc • March 29th, 1996 • Medicinal chemicals & botanical products
AMENDED AND RESTATED BACKUP FACILITY AGREEMENTBackup Facility Agreement • February 28th, 2005 • Genentech Inc • Pharmaceutical preparations • New York
THIRD AMENDED AND RESTATED BACKUP FACILITY AGREEMENT dated as of November 4, 2004, among DNA FINANCE CORP. (the "Borrower"), the BANKS party hereto (the "Banks"), JP MORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as CP Administrative Agent and as Agent Bank (the "Agent"), UNION BANK OF CALIFORNIA, N.A., as Collateral Agent, VACAVILLE REAL ESTATE TRUST 2001 ("Lessor"), and GENENTECH, INC. ("Lessee" and "Guarantor").
AMENDED AND RESTATED PURCHASE AGREEMENT This AMENDED AND RESTATED PURCHASE AGREEMENT (this "Agreement") is made as of December 8, 1995, by GENENTECH, INC., a Delaware corporation ("Genentech") and BNP LEASING CORPORATION, a Delaware corporation...Amended and Restated Purchase Agreement • March 29th, 1996 • Genentech Inc • Medicinal chemicals & botanical products • California
GENENTECH, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • February 26th, 2008 • Genentech Inc • Pharmaceutical preparations • California
Genentech, Inc. (the “Company”) hereby grants you (the “Participant”), a nonqualified stock option (“Option”) under the Company’s 2004 Equity Incentive Plan (the “Plan”) to purchase shares of common stock of the Company (“Shares”). The date of this Nonqualified Stock Option Grant Agreement (the “Agreement”) is the date of grant as indicated on the Participant’s Stock Option Data Sheet (the “Grant Date”). Subject to the provisions of this Agreement and of the Plan, the principal features of this option are as follows:
THIRD AMENDMENT TO THE MANUFACTURING AND SUPPLY AGREEMENT OF DECEMBER 7 2003Manufacturing and Supply Agreement • February 23rd, 2007 • Genentech Inc • Pharmaceutical preparations
THIS THIRD AMENDMENT TO THE MANUFACTURING AND SUPPLY AGREEMENT DATED DECEMBER 7 2003 ("3rd Amendment") is dated as of 06 November 2006, by and between Lonza Biologics PLC, having its principal place of business at 228 Bath Road, Slough, Berkshire SL1 4DX, England ("LB"), Lonza Biologics, Inc. having its principal place of business at 101 International Drive Portsmouth, New Hampshire 03801 ("Lonza Inc") (collectively LB and Lonza Inc, hereinafter "Lonza"), and Genentech, Inc., a Delaware corporation, having its principal place of business at One DNA Way, South San Francisco, California 94080 ("Genentech").
MASTER LEASE AGREEMENTMaster Lease Agreement • February 28th, 2005 • Genentech Inc • Pharmaceutical preparations • California
THIS BUILDING 5/6 LEASE (“Lease”) is entered into as of the date set forth (for identification purposes) in the Basic Lease Information, by SLOUGH SSF, LLC, a Delaware limited liability company (“Landlord”), and GENENTECH, INC., a Delaware corporation (“Tenant”). This Lease is entered into pursuant to the Master Lease Agreement dated as of November 1, 2004 between Landlord and Tenant (the “Master Agreement”).
AGREEMENT AND PLAN OF MERGER dated as of March 12, 2009 among GENENTECH, INC., ROCHE HOLDINGS, INC. and ROCHE INVESTMENTS USA INC.Agreement and Plan of Merger • March 16th, 2009 • Genentech Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 12, 2009 among GENENTECH, INC., a Delaware corporation (the “Company”), ROCHE HOLDINGS, INC., a Delaware corporation (“Parent”), and ROCHE INVESTMENTS USA INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”).
GENENTECH, INC. NONSTATUTORY STOCK OPTION AGREEMENT (Director Version)Nonstatutory Stock Option Agreement • November 1st, 2004 • Genentech Inc • Pharmaceutical preparations
Genentech, Inc., a Delaware corporation (the "Company") has granted to you, the optionee named on the attached Nonstatutory Stock Option Data Sheet (the "Data Sheet"), effective on the Date of Grant stated on the Data Sheet, an option (the "Option") under the Company's 1999 Stock Plan, as amended and restated as of February 13, 2003 (the "Plan"), to purchase shares of the common stock of the Company (the "Common Stock"). The Option is a nonstatutory option and is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
