Genentech, Inc. has formed a special committee of its board of directors, composed of the company's three independent directors, to assess the proposal from Roche to acquire all of the outstanding shares of Genentech stock not owned by Roche at a price of $89.00 in cash per share. The special committee members are Herbert W. Boyer, Ph.D., Debra L. Reed and Charles A. Sanders, M.D.

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 favourable 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.