Genentech Inc – ‘S-4/A’ on 9/8/95 – EX-10.5

As of:  Friday, 9/8/95   ·   Accession #:  950123-95-2577   ·   File #:  33-59949

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendement No.1 to Form S-4                          189   1.10M 
 2: EX-2.2      Agreement, Dated as of July 7, 1995                    7     25K 
 3: EX-2.3      Agreement, Dated as of September 6, 1995              12     40K 
 4: EX-5.1      Opinion of Wachtell, Lipton, Rosen                     2     10K 
 5: EX-8.1      Opinion of Wachtell, Lipton, Rosen                     1      9K 
 6: EX-10.4     Agency Agreement, Dated as of September 6, 1995       12     39K 
 7: EX-10.5     Letter Agreement, Dated September 6, 1995              2     12K 
 8: EX-15.1     Letter Re: Unaudited Interim Financial Information     1      8K 
 9: EX-23.2     Consent of Ernst & Young LLP                           1      8K 
10: EX-23.3     Consent of Price Waterhouse Ag                         1      6K 
11: EX-24.1     Powers of Attorneys                                    1      9K 
12: EX-27.1     Financial Data Schedule                                1     10K 
13: EX-99.1     Form of Proxy for Special Meeting of Stockholders      2±    11K 

EX-10.5   —   Letter Agreement, Dated September 6, 1995

EX-10.5
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                                                                    EXHIBIT 10.5
                                                                [CONFORMED COPY]

Roche Holdings, Inc.  
Roche Holding Ltd   
124 Grenzacherstrasse   
CH-4002 Basel   
Switzerland   

                                                               September 6, 1995

Genentech, Inc.                                                                 
460 Point San Bruno Blvd.                                                       
South San Francisco, CA 94080                                                   

Gentlemen:                                                                      

 Reference is made to the Merger Agreement, dated May 23, 1995 (as
amended from time to time, the "Merger Agreement"), among Genentech, Inc.       
("Genentech"), Roche Holdings, Inc. ("Roche") and HLR (U.S.) II, Inc., a direct 
wholly-owned subsidiary of Roche and an indirect wholly-owned subsidiary of     
Roche Holding Ltd, a Swiss corporation ("Roche Holding"), pursuant to which,    
among other things, (i) Roche and Genentech have agreed, subject to certain     
conditions, to enter into an Amended and Restated Governance Agreement, a form  
of which is attached as Exhibit A to the Merger Agreement (as amended from time 
to time, the "Amended Governance Agreement") and (ii) Roche Holding has agreed  
to execute a Guaranty, a form of which is attached as Exhibit B to the Merger   
Agreement (as amended from time to time, the "Guaranty").                       

Roche and Roche Holding hereby agree that, in the event of the  
occurrence of an Insolvency Event (as defined in Article Third of Genentech's   
Certificate of Incorporation as proposed to be amended pursuant to the Merger   
Agreement), the respective obligations of Roche and Roche Holding under Section 
2.03 of the Amended Governance Agreement and under the Guaranty are and shall   
be independent, separately enforceable obligations of each of them and, as      
such, are and shall be unconditional and not dependent upon the existence or    
performance (or assumption or rejection by or on behalf of Genentech or its     
estate) of the Amended Governance Agreement, the Guaranty, the Marketing        
Agreement (as defined in the Amended Governance Agreement), Genentech's         
Certificate of Incorporation or any other contractual (or other) terms,         
provisions or relationships between or among the parties to such agreements.    

    In order to provide another mechanism for enforcement of Roche's and
Roche Holding's obligations under Section 2.03 of the Amended Governance        
Agreement and the Guaranty in the event of an Insolvency Event, Roche and Roche 
Holding hereby consent to Genentech's establishment of an agency arrangement in 
the form attached to this letter as Exhibit A (the "Agency                      

EX-10.5
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Agreement"). Genentech agrees that, upon the occurrence of the events specified 
in clauses (x) and (y) of Section 4 of the Agency Agreement, it shall give the  
notice specified in the first sentence of such Section 4.                       

Roche and Roche Holding acknowledge and agree that the Agent (as
defined in the Agency Agreement) is a proper party to seek such enforcement.    
Each of Roche and Roche Holding agrees that it will not assert, in any          
enforcement action brought by the Agent in accordance with the terms of Section 
4 of the Agency Agreement, any defense to the effect that (1) the Agent does not
have standing to seek enforcement of the obligations of Roche or Roche Holding  
in such circumstances or (2) the Agent is not a real party in interest in any   
such enforcement action. Roche and Roche Holding do not waive any defense to    
any enforcement action brought by the Agent, and hereby reserve their           
respective rights to assert any and all defenses to such an enforcement action, 
other than those referred to in this letter.                                    

      Please indicate your agreement with and acceptance of the foregoing by
signing below where indicated.                                                  

Very truly yours,                                               

 ROCHE HOLDING LTD                            ROCHE HOLDINGS, INC.

   By: /s/ Henri B. Meier                       By: /s/ Henri B. Meier
          ---------------------                        ---------------------

Agreed and accepted:                                                            

GENENTECH, INC.                                                                 

BY: /s/ John P. McLaughlin                                                      
-------------------------                                               

-2-   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/8/95							PRE13E3/A,  PRER14A,  SC 13D/A
		9/6/95		1
		5/23/95		1
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