AGREEMENT AND PLAN OF MERGER BY AND AMONG GENENTECH, INC. GREEN ACQUISITION CORPORATION and TANOX, INC. Dated as of November 9, 2006Merger Agreement • 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”).
FORM OF VOTING AGREEMENTVoting 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”).
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").
FIRST AMENDMENT TO MASTER LEASE AGREEMENT AND FIRST AMENDMENT TO BUILDING LEASESMaster Lease Agreement • February 23rd, 2007 • Genentech Inc • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT AND FIRST AMENDMENT TO BUILDING LEASES (“First Amendment”) is entered into as of October 2, 2006 by SLOUGH SSF, LLC, a Delaware limited liability company (“Landlord”), and GENENTECH, INC., a Delaware corporation (“Tenant”), with reference to the following facts:
SECOND AMENDMENT TO THE MANUFACTURING AND SUPPLY AGREEMENT OF DECEMBER 7 2003Manufacturing and Supply Agreement • February 23rd, 2007 • Genentech Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO THE MANUFACTURING AND SUPPLY AGREEMENT DATED DECEMBER 7 2003 ("2nd Amendment") is made effective as of 19 May 2006 (the “2nd Amendment Effective Date”), 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").
