FORM OF VOTING AGREEMENTForm of Voting Agreement • November 16th, 2006 • Tanox 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”).
BENEFITS WAIVERBenefits Waiver • November 16th, 2006 • Tanox Inc • Pharmaceutical preparations • Texas
THIS BENEFITS WAIVER is made and entered into as of this 9th day of November, 2006, by and between Dr. Nancy T. Chang (“Dr. Chang”) and Tanox, Inc., a Delaware Corporation (the “Company”), in connection with, and subject to the consummation of the merger of Green Acquisition Corporation, a Delaware corporation (“Merger Sub”) with and into the Company (the “Merger”) contemplated by the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) to be entered into by and among Genentech, Inc. a Delaware corporation (“Parent”), Company, and Merger Sub. Capitalized terms will have the meaning given to them in the Employment Agreement entered into by and between Dr. Chang and the Company effective as of September 12, 2006 (the “Employment Agreement”).
