SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 7)

GENENTECH, INC.

(Name of Subject Company)

GENENTECH, INC.

(Name of Person Filing Statement)

Common Stock, par value $0.02 per share

(Title of Class of Securities)

368710406

(CUSIP Number of Class of Securities)

Sean A. Johnston

Genentech, Inc.

1 DNA Way

South San Francisco, California 94080-4990

(650) 225-1000

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

With copies to:

Charles M. Nathan John M. Newell Latham & Watkins LLP 885 Third Avenue New York, New York 10022-4834 (212) 906-1200 Larry W. Sonsini Martin W. Korman Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 7 to the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) amends and supplements the Schedule 14D-9 originally filed by Genentech, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on February 23, 2009, as amended, relating to the tender offer commenced by Roche Investments USA Inc. (“Roche Investments”) pursuant to which Roche Investments has offered to purchase all the outstanding Common Stock, par value $0.02 per share (the “Shares”) of the Company not owned by Roche Holding Ltd (“Roche Holding” and together with its affiliates (excluding the Company and its subsidiaries) and Roche Investments, “Roche”), upon the terms and conditions set forth in the Offer to Purchase dated February 9, 2009 and the related Letter of Transmittal (which together with the Offer to Purchase and any amendments or supplements thereto, collectively, constitute the “Offer”) contained in the Schedule TO filed by Roche Investments with the SEC on February 9, 2009, as amended (the “Schedule TO”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 14D-9.

On March 12, 2009, the Company entered into an Agreement and Plan of Merger with Roche Holdings, Inc. and Roche Investments (the “Merger Agreement”) and related Guarantee by Roche Holding Ltd for the benefit of the Company (the “Guarantee”), pursuant to which Roche agreed to increase the Offer price to $95.00 per Share (the “Revised Offer Price”) and to change certain other terms and conditions of the Offer (the “Revised Offer”) and the Special Committee agreed to recommend that the Company’s stockholders, other than Roche and its affiliates, accept the Revised Offer and tender their Shares pursuant to the Revised Offer.

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Item 9. Exhibits.

Item 9 is amended and supplemented by adding the following thereto:

(a)(14) Email and FAQ dated March 19, 2009 to the Company’s employees

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

GENENTECH, INC.
By:	/s/ Stephen G. Juelsgaard
	Name:	Stephen G. Juelsgaard
	Title:	Executive Vice President, Secretary and Chief Compliance Officer

Dated: March 20, 2009

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EX-99.(A)(14)

Exhibit (a)(14)

Date: March 19, 2009

To: Genentech Employees

Subject: Important Stock Option Information

This message applies only to those who are considering exercising vested stock options before the expiration of Roche’s tender offer. To be clear, no employee is required to exercise their vested options. If you plan to take no action and wait for the outcome of the tender offer, then you may disregard this message.

Stock option exercise activity will be suspended beginning tomorrow, Friday, March 20, 2009, at 1:00 pm Pacific time until the completion of the merger or April 1, 2009, whichever occurs first. Therefore, if you wish to exercise any of your vested stock options before 1:00 pm Pacific time tomorrow, you must contact the brokerage firm that has your stock option account (E*Trade or Charles Schwab) or our Stock Administration group at (650) 225-5362 before that time. For more detailed information on the process you need to follow if you wish to exercise options, please go to http://gwiz4.gene.com/groups/Legal/stock/esop/how_to.htm.

If you have any other questions about your stock options in connection with the proposed transaction with Roche, please refer to the FAQs on gWiz (updated FAQs regarding this subject will be posted shortly). You may also wish to seek advice from your own financial or tax advisor. If you have any questions about this e-mail, please contact Sean Johnston.

1. What will happen to outstanding stock options as a result of the transaction with Roche?

There are two parts to the transaction with Roche: (i) a tender offer and (ii) a second step merger. If the tender offer is completed, at the effective time of the merger, all options, whether or not vested or exercisable, will vest and be canceled in exchange for an amount of cash equal to the product of (a) the excess of $95.00 over the applicable exercise price and (b) the number of shares subject to the option, reduced by applicable withholding taxes.

2. Can I still exercise my stock options?

If you wish to exercise any of your vested stock options prior to when the tender offer and merger may be completed, you must do so no later than 1:00 pm Pacific time on Friday March 20, 2009. Prior to that deadline, you may exercise vested stock options through the normal procedures by contacting your broker or the stock administration group. For administrative reasons you will not be permitted to exercise stock options after 1:00 pm Pacific time on Friday March 20, 2009 until the earlier of the completion of the merger and April 1, 2009. You may not exercise any stock option if it is not vested.

Note, however, that if you are an officer or you have been notified that you are currently subject to a trading blackout, your ability to exercise your vested stock options is limited and you should contact either Michael Snyder (x7-8815) or Caroline Padre (x5-3432) in the Legal Department to discuss your situation.

3. Can I tender Genentech shares that I own (for example, shares purchased through the Employee Stock Purchase Program) into the Roche tender offer?

Yes, any employee may tender any Genentech shares that they own.

4. What happens if I do not exercise my options now?

If the tender offer and merger are completed, you will receive a cash payment as described above in Question 1.

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