GENENTECH (UK) LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Genentech Inc, 1 DNA Way, South San Francisco, CA 94080-4990, USA, on 30th April 1999, the following Special Resolution was duly passed: “That the Company be wound up voluntarily, and that David John Pallen, of Ernst & Young, Rolls House, 7 Rolls Buildings, Fetter Lane, London EC4A 1NH, be and hereby is appointed Liquidator for the purposes of such winding-up.” C. Ladd, Chairman