Exhibit 99.19

                                GENENTECH, INC.

                   LONG-TERM KEY EMPLOYEE INCENTIVE PROGRAM


     GENENTECH, INC., a Delaware corporation, hereby adopts the Genentech,
Inc. Long-Term Employee Incentive Program (the "Program"), effective July 1,
1999.


                                   SECTION 1

                                  DEFINITIONS


     The following words and phrases shall have the following meanings unless
a different meaning is plainly required by the context;

     1.1     "BENEFICIARY" means the person or persons entitled (under
Section 5.4) to receive any vested portion of a Participant's Incentive Award
upon the Participant's death.

     1.2     "BOARD OF DIRECTORS" means the Board of Directors of the
Company, as constituted from time to time.

     1.3     "COMMITTEE" shall have the same meaning as assigned from time to
time to the identical term under the Stock Option Plan.

     1.4     "COMPANY" means Genentech, Inc., a Delaware corporation.

     1.5     "DISABILITY" or "DISABLED" means permanent and total disability
as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended, including any valid regulation promulgated thereunder, and any
comparable provision of any future legislation or regulation amending,
supplementing or superseding such Section or regulation.

     1.6     "EFFECTIVE DATE" means July 1, 1999.

     1.7     "ELIGIBLE EMPLOYEE" means an Employee who is designated by
management as eligible to participate in the Program.  For this purpose,
"designated by management" shall mean a nomination by the Employee's
department Vice President with oversight from the Vice President of Human
Resources and subject to approval by the Company's Chief Executive Officer.

     1.8     "EMPLOYEE" means an employee of the Company.

     1.9     "INCENTIVE AMOUNT" means the cash bonus amount to which a
Participant may become entitled pursuant to this Program.

     1.10    "PARTICIPANT" means an Employee who (a) becomes a Participant in
the Program pursuant to Section 2.1 and (b) does not cease to be a
Participant pursuant to Section 2.2.

     1.11    "PROGRAM" means the Genentech, Inc. Long-Term Key Employee
Incentive Program, as set forth in this instrument and as hereafter amended
from time to time.
     1.12    "STOCK OPTION PLAN" means the Genentech, Inc. 1996 Stock
Option/Stock Incentive Plan, as hereafter amended from time to time.


                                   SECTION 2

                                 PARTICIPATION


     2.1     PARTICIPATION.  Each Eligible Employee shall become a
Participant in the Program on the Effective Date.

     2.2     TERMINATION OF PARTICIPATION.  An individual who has become a
Participant shall remain a Participant until his or her entire Incentive
Award is forfeited and/or distributed in its entirety.


                                   SECTION 3

                                INCENTIVE AWARD


     3.1     INITIAL AMOUNT.  On the Effective Date, the Company shall
designate an Incentive Award for each Participant.  A Participant's Incentive
Award shall be (a) subject to vesting in accordance with Section 3.2, (b)
adjusted for deemed interest in accordance with Section 3.3, and (c) paid out
in accordance with Section 5.

     3.2     VESTING.  A Participant shall vest as to one twenty-fourth of
his or her Incentive Award cumulatively on the last day of each of the 24
months beginning on or after the Effective Date, subject to the Participant's
continued employment with the Company and subject further to the Participant
performing competently as determined by the Participant's direct manager's
assessment of performance against goals and expectations for the
Participant's position.

     3.3     DEEMED INTEREST ON ACCOUNTS.  Each Incentive Award shall be
adjusted to reflect deemed interest as of the end of each calendar quarter.
The annual rate for crediting deemed interest during any quarter (which rate
shall be adjusted quarterly) shall be the rate paid by two-year U.S. Treasury
notes (at issuance) that are last issued during such quarter.  Deemed
interest under this Section 3.3 shall be calculated using a 360-day year and
shall be compounded on a quarterly basis.

     3.4     FORM AND TIMING OF PAYMENT.  On or prior to the Effective Date,
each Participant shall elect the form and timing of payment for the vested
portion (if any) of his or her Incentive Award.  A Participant may elect (a)
payment as of each March 31, June 30, September 30 and December 31 (of all
amounts that are then vested), (b) payment as of each anniversary of the
Effective Date (of all amounts that are then vested) or (c) payment of all
vested amounts as soon as administratively practicable after the second
anniversary of the Effective Date.  A Participant later may not change his or
her election as to the form and timing of payment.  An election under this
Section 3.4 shall be made in such manner as the Committee may specify.


                                   SECTION 4

                                  ACCOUNTING


     4.1     PARTICIPANTS REMAIN UNINSURED CREDITORS.  Incentive Awards shall
for all purposes remain part of the Company's general assets unless and until
such Awards are distributed.  Each Participant's interest in the Program
shall make him or her only a general, unsecured creditor of the Company.

     4.2     ACCOUNTING METHODS.  The methods or formulas to be used under
the Program for the purpose of determining the Participants' Incentive
Awards, including the calculation and crediting of any deemed interest shall
be determined by the Committee in its sole discretion.  The methods or
formulas selected by the Committee may be revised from time to time.

     4.3     REPORTS.  Each Participant shall be furnished with a statement
of his or her Incentive Award, reflecting the status of his or her interest
in the Program, at the end of each calendar quarter during his or her
participation in the Program.


                                   SECTION 5

                                 DISTRIBUTIONS


     5.1     NORMAL DISTRIBUTION TIMING AND RULES.  Subject to Sections 5.2
and 5.3, distribution of the vested portion of a Participant's Incentive
Award shall be made as soon as administratively practicable after the date or
dates elected by the Participant under Section 3.4.  Subject to the
provisions of this Section 5, payment shall be made to the Participant, or in
the event of the Participant's death, to the Participant's Beneficiary (or
estate, as provided in Section 5.4).

     5.2     SPECIAL RULE FOR DEATH OR DISABILITY.  If a Participant dies,
the vested portion of the Participant's Incentive Award shall be immediately
distributed to the Participant's Beneficiary as soon as administratively
practicable after the date of death.  If a Participant becomes Disabled, the
vested portion of the Participant's Incentive Award shall be distributed to
the Participant at the time and in the form elected by the Participant
pursuant to Section 3.4; provided, however, that the Committee, in its sole
discretion, may elect to distribute the vested portion of the Participant's
Incentive Award in a lump sum as of any date after the date of Disability.
The unvested portion of the Participant's Incentive Award, if any, shall be
forfeited.

     5.3     SPECIAL RULE FOR TERMINATION OF EMPLOYMENT.  If a Participant
terminates his or her employment with the Company for a reason other than
death or Disability, the vested portion of the Participant's Incentive Award
shall be distributed to him or her in a lump sum as soon as administratively
practicable after such termination.  The unvested portion of the
Participant's Incentive Award, if any, shall be forfeited.

     5.4     BENEFICIARY DESIGNATIONS.  Each Participant may, pursuant to
such procedures as the Committee may specify, designate one or more
Beneficiaries.

          5.4.1     SPOUSAL CONSENT.  If a Participant does not designate his
or her spouse as sole primary Beneficiary, the beneficiary designation shall
be ineffective unless such spouse consents to the designation.  Any spousal
consent required under this Section 5.4 shall be ineffective unless it is set
forth in writing and signed by the spouse.  Notwithstanding the preceding, if
the Participant establishes to the satisfaction of the Company that written
spousal consent may not be obtained because the spouse cannot be located, his
or her designation shall be effective without a spousal consent.  Any spousal
consent required under this Section 5.4 shall be valid only with respect to
the spouse who signs the consent.

          5.4.2     CHANGES AND FAILED DESIGNATIONS.  A Participant may
change or revoke Beneficiary designations by delivering a new designation (or
revocation) in the manner described in Section 5.4.1.  Any designation or
revocation shall be effective only if it is received by the Company.
However, when so received, the designation or revocation shall be effective
as of the date the notice is executed (whether or not the Participant still
is living), but without prejudice to the Company on account of any payment
made before the change is recorded.  The last effective designation received
by the Company shall supersede all prior designations.  If a Participant dies
without having effectively designated a Beneficiary, or if no Beneficiary
survives the Participant, the vested portion of the Participant's Incentive
Award shall be payable (a) to his or her surviving spouse (if any), or (b) if
the Participant is not survived by a spouse, to the Participant's estate.

     5.5     PAYMENTS TO INCOMPETENTS.  If any individual to whom a benefit
is payable under the Program is a minor or legally incompetent, the Committee
shall determine whether payment shall be made directly to the individual, any
person acting as his or her custodian or legal guardian under the California
Uniform Transfers to Minors Act, his or her legal representative or a near
relative, or directly for his or her support, maintenance or education.

     5.6     PAYMENT IN CASH OR ITS EQUIVALENT.  All payments from the
Program shall be made in cash or its equivalent.

     5.7     TAX WITHHOLDING.  The Company shall withhold and/or collect all
applicable taxes payable in connection with Incentive Awards, including but
not limited to, any federal, FICA, state, and local income and employment
taxes,

     5.8     COMMITTEE DISCRETION.  Within the specific time periods
described in this Section 5, the Committee shall have sole discretion to
determine the specific timing of the payment of any Incentive Award under the
Program.


                                   SECTION 6

                          ADMINISTRATION OF THE PROGRAM


     6.1     COMMITTEE.  The Program shall be administered by the Committee.
The Committee shall have the authority to control and manage the operation
and administration of the Program.

     6.2     ACTIONS BY COMMITTEE.  Each decision of a majority of the
members of the Committee then in office shall constitute the final and
binding act of the Committee.  The Committee may act with or without a
meeting being called or held and shall keep minutes of all meetings held and
a record of all actions taken by written consent.

     6.3     POWERS OF COMMITTEE.  The Committee shall have all powers and
discretion necessary or appropriate to supervise the administration of the
Program and to control its operation in accordance with its terms, including,
but not by way of limitation, the following powers:

               (a)     To interpret and determine the meaning and validity of
the provisions of the Program and to determine any question arising under, or
in connection with, the administration, operation or validity of the Program
or any amendment thereto;

               (b)     To determine any and all considerations affecting the
eligibility of any Employee to become a Participant or remain a Participant
in the Program;

               (c)     To determine the status and rights of Participants and
their spouses, Beneficiaries or estates;

               (d)     To employ such counsel, agents and advisers, and to
obtain such legal, clerical and other services, as it may deem necessary or
appropriate in carrying out the provisions of the Program;

               (e)     To establish, from time to time, rules for the
performance of its powers and duties and for the administration of the
Program;

               (f)     To delegate to any one or more of its members or to
any other person, severally or jointly, the authority to perform for and on
behalf of the Committee one or more of the functions of the Committee under
the Program; and

               (g)     To decide all issues and questions regarding Incentive
Award, vesting therein, and the time, form, manner, and amount of
distributions to Participants.

     6.4     DECISIONS OF COMMITTEE.  All actions, interpretations, and
decisions of the Committee shall be conclusive and binding on all persons,
and shall be given the maximum deference permitted by law.

     6.5     ADMINISTRATIVE EXPENSES.  All expenses incurred in the
administration of the Program, including legal fees and expenses, shall be
paid and borne by the Company.

     6.6     ELIGIBILITY TO PARTICIPATE.  No member of the Committee who also
is a Participant shall be excluded from participating in the Program, but as
a member of the Committee, he or she shall not be entitled to act or pass
upon any matters pertaining specifically to his or her own Incentive Award.

     6.7     INDEMNIFICATION.  The Company shall, and hereby does, indemnify
and hold harmless the members of the Committee, from and against any and all
losses, claims, damages or liabilities (including attorneys' fees and amounts
paid, with the approval of the Board, in settlement of any claim) arising out
of or resulting from the implementation of a duty, act or decision with
respect to the Program, so long as such duty, act or decision does not
involve gross negligence or willful misconduct on the part of any such
individual.


                                   SECTION 7

                                    FUNDING


     7.1     UNFUNDED PROGRAM.  Participants' Incentive Awards under the
Program shall be paid solely from the Company's general assets.  The interest
of the Participant in his or her Incentive Award, including his or her right
to distribution thereof, shall be an unsecured claim against the general
assets of the Company.  Nothing contained in the Program shall give any
Participant or Beneficiary any interest in or claim against any specific
assets of the Company.


SECTION 8

MODIFICATION OR TERMINATION OF PROGRAM


     8.1     COMPANY'S OBLIGATION IS LIMITED.  The Company intends to
continue the Program indefinitely, and to maintain each Participant's
Incentive Award until it is scheduled to be paid to him or her in accordance
with the provisions of the Program.  However, the Program is voluntary on the
part of the Company, and the Company does not guarantee to continue the
Program.  The Company at any time may amend the Program, with or without
cause.

     8.2     RIGHT TO AMEND OR TERMINATE. The Board of Directors reserves the
right to amend or terminate the Program for any reason, provided that (a) no
amendment or termination of the Program, without the consent of the
Participant, reduces the Participant's vested Incentive Award, or (b) the
Program shall not be terminated until all vested amounts (and amounts that
possibly still may vest) have been distributed to the Participants (or
Beneficiaries).


                                   SECTION 9

                              GENERAL PROVISIONS


     9.1     INALIENABILITY.  In no event may either a Participant, a former
Participant or his or her Beneficiary, spouse or estate sell, transfer,
anticipate, assign, hypothecate, or otherwise dispose of any right or
interest under the Program; and such rights and interests shall not at any
time be subject to the claims of creditors nor be liable to attachment,
execution or other legal process.  Accordingly, for example, a Participant's
interest in the Program is not transferable pursuant to a domestic relations
order.

     9.2     RIGHTS AND DUTIES.  Neither the Company nor the Committee shall
be subject to any liability or duty under the Program except as expressly
provided in the Program, or for any action taken, omitted or suffered in good
faith.

     9.3     NO EFFECT ON EMPLOYMENT.  Neither the establishment or
maintenance of the Program, nor any action of the Company or the Committee,
shall be held or construed to confer upon any individual any right to be
continued as an employee, or upon dismissal, any right or interest in any
specific assets of the Company other than as provided in the Program.  The
Company expressly reserves the right to discharge any employee at any time,
with or without cause.

     9.4     APPLICABLE LAW.  The provisions of the Program shall be
construed, administered and enforced in accordance with the laws of the state
of California (other than its conflict of laws provisions).

     9.5     SEVERABILITY.  If any provision of the Program is held invalid
or unenforceable, its invalidity or unenforceability shall not affect any
other provisions of the Program, and in lieu of each provision that is held
invalid or unenforceable, there shall be added as part of the Program a
provision that shall be as similar in terms to such invalid or unenforceable
provision as may be possible and be valid, legal, and enforceable.

     9.6     CAPTIONS.  The captions contained in the Program are inserted
only as a matter of convenience and for reference and in no way define,
limit, enlarge or describe the scope or intent of the Program nor in any way
shall affect the construction of any provision of the Program.