AGREEMENT AND PLAN OF MERGER dated as of March 12, 2009 among GENENTECH, INC., ROCHE HOLDINGS, INC. and ROCHE INVESTMENTS USA INC.Merger Agreement • March 12th, 2009 • Roche Investments USA 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”).
GUARANTEEGuarantee • March 12th, 2009 • Roche Investments USA Inc. • Pharmaceutical preparations • Delaware
GUARANTEE dated as of March 12, 2009 by Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (the “Guarantor”), for the benefit of Genentech, Inc. (together with its successors and permitted assigns, the “Beneficiary”).
