Code of Ethics for the CEO and Senior Financial Officials Our Chief Executive Officer and our senior financial officials (the Chief Financial Officer, principal accounting officer and other officers, senior directors and directors in the Finance Area) are ultimately responsible for full, fair, accurate, timely and understandable disclosure in Genentech's public communications disclosures and its reports and documents filed with the Securities and Exchange Commission. These officials hold an important and elevated role in corporate governance. They are uniquely capable and empowered to ensure that stakeholders' interests are appropriately balanced, protected and preserved. Accordingly, this Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to Genentech, the public and other stakeholders.

Accordingly, to the best of their knowledge and ability, they pledge:

• To act with honesty and integrity, avoiding actual or apparent conflicts of interest between personal and professional relationships.
• To provide disclosure in Genentech's public communications and its reports and documents filed with the Securities and Exchange Commission that is full, fair, accurate, complete, objective, relevant, timely and understandable.
• To adhere to all applicable laws and regulations governing Genentech's business and act in a manner consistent with Genentech's policies implementing those laws and regulations.
• To act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.
• To respect the confidentiality of information acquired in the course of one's work, except when authorized or otherwise legally obligated to disclose, and not to use such information for personal advantage.
• To achieve responsible use of, and control over, all assets and resources employed or entrusted to one's management.
• To promptly bring to the attention of Genentech's Disclosure Committee any material information of which he or she may become aware that affects the disclosures made, or proposed to be made, by Genentech in its public filings.
• To fully assist the Disclosure Committee in fulfilling its responsibilities.
• To promptly bring to the attention of the Disclosure Committee and the Audit Committee information concerning:
• Significant deficiencies in the design or operation of internal controls which could adversely affect Genentech's ability to record, process, summarize and report financial data; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in Genentech's financial reporting, disclosures or internal controls.
• To promptly bring to the attention of the Chief Compliance Officer, the General Counsel or the CEO information concerning:
• Material violations of Genentech's GGOPs or this Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in Genentech's financial reporting, disclosures or internal controls; and
• Evidence of a material violation of the securities or other laws, rules or regulations or accounting principles applicable to Genentech and the operation of its business, by Genentech or any agent thereof.

The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code by the CEO or senior financial officials. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to these procedures, and may include action ranging from written notices or censure to suspension (with or without pay as determined by the Board or its designee) or termination with or without cause. In determining what action is appropriate in a particular case, the Board of Directors or its designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.