FORM 10-K
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2005
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from
to
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Commission File
Number 0-19034
REGENERON PHARMACEUTICALS, INC.
(Exact name of registrant as
specified in its charter)
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New York
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13-3444607
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer Identification
No)
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777 Old Saw Mill River Road,
Tarrytown, New York
(Address of principal
executive offices)
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10591-6707
(Zip code)
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(914)
347-7000
(Registrants telephone
number, including area code)
Securities registered pursuant
to Section 12(b) of the Act:
None
(Title of Class)
Securities registered pursuant
to Section 12(g) of the Act:
Common
Stock par value $.001 per share
(Title of Class)
Preferred Share Purchase Rights
expiring October 18, 2006
(Title of Class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
(§229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer þ Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Act). o
The aggregate market value of the common stock held by
non-affiliates of the registrant was approximately $436,098,000,
computed by reference to the closing sales price of the stock on
NASDAQ on June 30, 2005, the last trading day of the
registrants most recently completed second fiscal quarter.
The number of shares outstanding of each of the
registrants classes of common stock as of
February 15, 2006:
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Class of Common Stock
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Number of Shares
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Class A Stock, $.001 par
value
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2,325,973
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Common Stock, $.001 par value
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54,532,748
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DOCUMENTS INCORPORATED BY REFERENCE:
Specified portions of the Registrants definitive proxy
statement to be filed in connection with solicitation of proxies
for its 2006 Annual Meeting of Shareholders are incorporated by
reference into Part III of this
Form 10-K.
Exhibit index is located on pages 45 to 48 of this filing.
TABLE OF CONTENTS
PART I
This Annual Report on
Form 10-K
contains forward-looking statements that involve risks and
uncertainties relating to future events and the future financial
performance of Regeneron Pharmaceuticals, Inc., and actual
events or results may differ materially. These statements
concern, among other things, the possible success and
therapeutic applications of our product candidates and research
programs, the timing and nature of the clinical and research
programs now underway or planned, and the future sources and
uses of capital and our financial needs. These statements are
made by us based on managements current beliefs and
judgment. In evaluating such statements, stockholders and
potential investors should specifically consider the various
factors identified under the caption Risk Factors
which could cause actual events or results to differ materially
from those indicated by such forward-looking statements. We do
not undertake any obligation to update publicly any
forward-looking statement, whether as a result of new
information, future events, or otherwise, except as required by
law.
General
Regeneron Pharmaceuticals, Inc. is a biopharmaceutical company
that discovers, develops, and intends to commercialize
pharmaceutical products for the treatment of serious medical
conditions. We are currently focused on three clinical
development programs: VEGF Trap in oncology, VEGF Trap eye
formulation (VEGF Trap-Eye) in eye diseases using intraocular
delivery, and IL-1 Trap in various systemic inflammatory
indications. The VEGF Trap oncology development program is being
developed jointly with the sanofi-aventis Group under a
September 2003 collaboration agreement. Our preclinical research
programs are in the areas of oncology and angiogenesis,
ophthalmology, metabolic and related diseases, muscle diseases
and disorders, inflammation and immune diseases, bone and
cartilage, pain, and cardiovascular diseases. We expect that our
next generation of product candidates will be based on our
proprietary technologies for developing Traps and Human
Monoclonal Antibodies. Developing and commercializing new
medicines entails significant risk and expense. Since inception
we have not generated any sales or profits from the
commercialization of any of our product candidates.
Our core business strategy is to maintain a strong foundation in
basic scientific research and discovery-enabling technology and
combine that foundation with our manufacturing and clinical
development capabilities to build a successful, integrated
biopharmaceutical company. Our efforts have yielded a diverse
pipeline of product candidates that we believe has the potential
to address a variety of serious medical conditions. We believe
that our ability to develop product candidates is enhanced by
the application of our technology platforms. Our discovery
platforms are designed to identify specific genes of therapeutic
interest for a particular disease or cell type and validate
targets through high-throughput production of mammalian models.
Our Traps, Human Monoclonal Antibody
(VelocImmunetm),
and cell line expression technologies may then be utilized to
design and produce new product candidates directed against the
disease target. We continue to invest in the development of
enabling technologies to assist in our efforts to identify,
develop, and commercialize new product candidates.
Clinical
Programs:
1. VEGF
Trap Oncology
The VEGF Trap is a protein-based product candidate designed to
bind all forms of Vascular Endothelial Growth Factor-A (called
VEGF-A, also known as Vascular Permeability Factor or VPF) and
the related Placental Growth Factor (called PlGF), and prevent
their interaction with cell surface receptors. VEGF-A (and to a
less validated degree, PlGF) is required for the growth of new
blood vessels that are needed for tumors to grow and is a potent
regulator of vascular permeability and leakage. The VEGF Trap is
being developed in cancer indications in collaboration with
sanofi-aventis, as described in the section below entitled
Collaboration with the sanofi-aventis Group.
In September 2005, we announced that we and sanofi-aventis were
expanding the VEGF Trap oncology program and would initiate
trials in various cancer indications. The companies have
initiated a single-agent phase 2 study of the VEGF Trap in
non-small cell lung adenocarcinoma. Two additional phase 2
single-agent safety/efficacy studies, in advanced ovarian cancer
and symptomatic malignant ascites, are planned to begin during
the first quarter of 2006. In 2004, the United States Food and
Drug Administration (FDA) granted Fast Track designation to the
VEGF Trap for the treatment of symptomatic malignant ascites.
1
The companies plan to conduct three trials using the VEGF Trap
in combination with standard chemotherapy regimens; two of which
are planned to begin as early as the second half of 2006,
assuming successful completion of initial safety and
tolerability studies. Three of these safety and tolerability
combination studies were initiated in 2005 and two more began in
the first quarter of 2006. The companies are also working with
the National Cancer Institute (NCI) Cancer Therapeutics
Evaluation Program to commence up to ten additional cancer
trials in 2006.
Cancer is a heterogeneous set of diseases and one of the leading
causes of death in the developed world. A mutation in any one of
dozens of normal genes can eventually result in a cell becoming
cancerous; however, a common feature of cancer cells is that
they need to obtain nutrients and remove waste products, just as
normal cells do. The vascular system normally supplies nutrients
to and removes waste from normal tissues. Cancer cells can use
the vascular system either by taking over preexisting blood
vessels or by promoting the growth of new blood vessels (a
process known as angiogenesis). VEGF is secreted by many tumors
to stimulate the growth of new blood vessels to support the
tumor. Countering the effects of VEGF, thereby blocking the
blood supply to tumors, has been shown to provide therapeutic
benefits. This approach, of inhibiting angiogenesis as a
mechanism of action for an oncology medicine, was validated in
February 2004, when the FDA approved Genentech, Inc.s VEGF
inhibitor,
Avastin®.
Avastin is an antibody product designed to inhibit VEGF and
interfere with the blood supply to tumors.
Collaboration
with the sanofi-aventis Group
In September 2003, we entered into a collaboration agreement
with Aventis Pharmaceuticals Inc. (now a member of the
sanofi-aventis Group) to collaborate on the development and
commercialization of the VEGF Trap in all countries other than
Japan, where we retained the exclusive right to develop and
commercialize the VEGF Trap. Sanofi-aventis made a
non-refundable up-front payment of $80.0 million and
purchased 2,799,552 newly issued unregistered shares of our
Common Stock for $45.0 million.
In January 2005, we and sanofi-aventis amended the collaboration
agreement to exclude from the scope of the collaboration the
development and commercialization of the VEGF Trap for
intraocular delivery to the eye. In connection with the
amendment, sanofi-aventis made a one-time payment to us of
$25.0 million in January 2005, of which 50% is repayable to
sanofi-aventis following commercialization of the VEGF Trap in
accordance with the terms of the amendment.
In December 2005, we and sanofi-aventis amended our
collaboration agreement to expand the territory in which the
companies are collaborating on the development of the VEGF Trap
to include Japan. In connection with this amendment,
sanofi-aventis agreed to make a $25.0 million
non-refundable up-front payment to us, which was received in
January 2006. We may also receive up to $40.0 million in
milestone payments upon receipt of marketing approvals in Japan
and a royalty of approximately 35% on annual sales of the VEGF
Trap in Japan, subject to certain potential adjustments.
Under the collaboration agreement, as amended, we and
sanofi-aventis will share co-promotion rights and profits on
sales, if any, of the VEGF Trap outside of Japan, for disease
indications included in our collaboration. We may also receive
up to $400.0 million in additional milestone payments upon
receipt of specified marketing approvals, including up to
$360.0 million in milestone payments for up to eight VEGF
Trap indications in the United States or the European Union. In
December 2004, we earned a $25.0 million payment from
sanofi-aventis, which was received in January 2005, upon the
achievement of an early-stage clinical milestone.
Regeneron has agreed to continue to manufacture clinical
supplies of the VEGF Trap at our plant in Rensselaer, New York.
Sanofi-aventis has agreed to be responsible for providing
commercial scale manufacturing capacity for the VEGF Trap.
Under the collaboration agreement, as amended, agreed upon
worldwide development expenses incurred by both companies during
the term of the agreement will be funded by sanofi-aventis. If
the collaboration becomes profitable, we will be obligated to
reimburse sanofi-aventis for 50% of these development expenses,
including 50% of the $25.0 million payment received in
connection with the January 2005 amendment to our collaboration
agreement, in accordance with a formula based on the amount of
development expenses and our share of the collaboration profits
and Japan royalties, or at a faster rate at our option. Since
inception of the collaboration through December 31, 2005,
we and sanofi-aventis have incurred $130.5 million in
agreed upon development
2
expenses related to the VEGF Trap program. In addition, if the
first commercial sale of a VEGF Trap product for intraocular
delivery to the eye predates the first commercial sale of a VEGF
Trap product under the collaboration by two years, we will begin
reimbursing sanofi-aventis for up to $7.5 million of VEGF
Trap development expenses in accordance with a formula until the
first commercial VEGF Trap sale under the collaboration occurs.
Sanofi-aventis has the right to terminate the agreement without
cause with at least twelve months advance notice. Upon
termination of the agreement for any reason, any remaining
obligation to reimburse sanofi-aventis for 50% of the VEGF Trap
development expenses will terminate and we will retain all
rights to the VEGF Trap.
2. VEGF
Trap Eye Diseases
We are developing the VEGF Trap-Eye for the treatment of certain
eye diseases. This product candidate has been purified and
formulated in concentrations suitable for direct injection into
the eye. We retain the exclusive right to develop and
commercialize the VEGF Trap-Eye for the treatment of eye
diseases utilizing local (intravitreal) delivery to the eye.
In February 2006, we announced positive preliminary results from
an ongoing phase 1 dose-escalation study of the VEGF
Trap-Eye in patients with the neovascular form of age-related
macular degeneration (wet AMD). The phase 1 trial is a
two-part, dose-escalating study designed to assess the safety
and tolerability of the VEGF Trap-Eye in patients with wet AMD.
In part A of this trial, patients received a single dose of
the VEGF Trap-Eye delivered by intravitreal injection into the
eye, after which they are evaluated for three months to measure
the durability of effects and provide guidance for dosing
regimens to be used in future trials. A total of
21 patients received a single dose of VEGF Trap-Eye at
doses up to 4 milligrams (mg) intravitreally. All dose
levels were generally well tolerated, and a maximum tolerated
dose was not reached in the study. Clinical investigators at a
scientific conference recently reported positive preliminary
results of this study at doses up to 2 mg. The
investigators reported that patients receiving the VEGF Trap-Eye
demonstrated rapid, substantial, and prolonged (up to four
weeks) reductions in retinal thickness, a clinical measure of
disease activity in wet AMD. Although dosing has been completed,
patients in this trial are still being evaluated to measure the
durability of drug effect (as measured by optical coherence
tomography) pursuant to the study protocol.
In February 2006, we initiated part B of the phase 1
trial. In this part of the trial, we plan to evaluate the safety
and tolerability of a single intravitreal injection of the VEGF
Trap-Eye compared with
Macugen®
(Eyetech Pharmaceuticals, Inc.), an approved treatment for wet
AMD. We plan to initiate a phase 2 trial of the VEGF
Trap-Eye delivered intravitreally in patients with wet AMD in
the first half of 2006.
VEGF-A both stimulates angiogenesis and increases vascular
permeability. It has been shown in preclinical studies to be a
major pathogenic factor in both wet AMD and Diabetic
Retinopathy, and it is believed to be involved in other medical
problems affecting the eyes. In clinical trials, blocking VEGF-A
has been shown to be effective in patients with wet AMD, and
Macugen has been approved to treat patients with this condition.
Wet AMD and Diabetic Retinopathy (DR) are two of the leading
causes of adult blindness in the developed world. In both
conditions, severe visual loss is caused by a combination of
retinal edema and neovascular proliferation. It is estimated
that, in the U.S., 6% of individuals aged 65-74 and 20% of those
older than 75 are affected with wet AMD. DR is a major
complication of diabetes mellitus that can lead to significant
vision impairment. DR is characterized, in part, by vascular
leakage, which results in the collection of fluid in the retina.
When the macula, the central area that is responsible for fine
visual acuity, is involved, loss of visual acuity occurs. This
is referred to as Diabetic Macular Edema (DME). DME is the most
prevalent cause of moderate visual loss in patients with
diabetes.
3. IL-1
Trap Inflammatory Diseases
The IL-1 Trap is a protein-based product candidate designed to
bind the interleukin-1 (called IL-1) cytokine and prevent its
interaction with cell surface receptors.
We are evaluating the IL-1 Trap in a number of diseases and
disorders where IL-1 may play an important role, including
diseases associated with inflammation. These diseases include
Systemic Juvenile Idiopathic Arthritis (SJIA), Polymyalgia
Rheumatica (PMR), certain inflammatory vascular diseases, and a
spectrum of rare diseases called CIAS1-Associated
Periodic Syndrome (CAPS).
3
In the fourth quarter of 2005, we initiated a pivotal study of
the IL-1 Trap in patients with CAPS. This study will include a
six-month, placebo-controlled efficacy phase, followed by a
six-month open-label extension phase. We plan to complete the
efficacy phase of this trial by the end of 2006. In December
2004, the FDA granted orphan drug status to the IL-1 Trap for
the treatment of CAPS.
We currently have underway
proof-of-concept
trials of the IL-1 Trap in patients with SJIA and PMR. In April
2005, the FDA granted orphan drug status to the IL-1 Trap for
the treatment of SJIA. Following successful completion of these
trials, we may initiate additional trials for these indications.
An IL-1 receptor antagonist,
Kineret®
(Amgen Inc.), has been approved by the FDA for the treatment of
rheumatoid arthritis. It has been publicly reported that in
small trials,
Kineret®
appears to reduce the symptoms in CAPS patients and SJIA
patients, which supports the role of IL-1 in these diseases.
CAPS includes rare genetic disorders, such as Familial Cold
Auto-Inflammatory Syndrome (FCAS), Muckle Wells Syndrome, and
Neonatal Onset Multisystem Inflammatory Disorder (NOMID), which
affect a small group of people. Patients with these disorders
develop fever, joint aches, headaches, and rashes. In certain
indications, these symptoms can be extremely serious. There are
no currently approved therapies for CAPS. SJIA is a severe
inflammatory disorder, which may be debilitating or fatal. It is
estimated that there are between 5,000 and 10,000 children with
SJIA in the United States.
Research
Technologies:
One way that a cell communicates with other cells is by
releasing specific signaling proteins, either locally or into
the bloodstream. These proteins have distinct functions, and are
classified into different families of molecules,
such as peptide hormones, growth factors, and cytokines. All of
these secreted (or signaling) proteins travel to and are
recognized by another set of proteins, called
receptors, which reside on the surface of responding
cells. These secreted proteins impact many critical cellular and
biological processes, causing diverse effects ranging from the
regulation of growth of particular cell types, to inflammation
mediated by white blood cells. Secreted proteins can at times be
overactive and thus result in a variety of diseases. In these
disease settings, blocking the action of secreted proteins can
have clinical benefit.
Regeneron scientists have developed two different technologies
to design protein therapeutics to block the action of specific
secreted proteins. The first technology, termed the
Trap technology, was used to generate our current
clinical pipeline, including the VEGF Trap, the VEGF Trap-Eye,
and the IL-1 Trap. These novel Traps are composed of
fusions between two distinct receptor components and the
constant region of an antibody molecule called the Fc
region, resulting in high affinity product candidates. Our
new technology for designing protein therapeutics focuses on the
production of fully human monoclonal antibodies. With the global
market for approved monoclonal antibody therapeutics exceeding
$11 billion, there is a growing demand for monoclonal
antibody technologies to help turn genomic discoveries into
product candidates. We call our technology
VelocImmunetm
and, as described below, believe that it is a unique way of
generating a wide variety of high affinity therapeutic, human
monoclonal antibodies.
VelocImmunetm
(Human Monoclonal Antibodies)
We have developed a novel mouse technology platform, called
VelocImmune, for producing fully human monoclonal antibodies.
The VelocImmune mouse platform was generated by exploiting our
VelociGene technology platform (see below), in a process in
which several megabases of mouse immune gene loci were replaced
or humanized with corresponding human immune gene
loci. The VelocImmune mice can be used to efficiently generate
fully human monoclonal antibodies to targets of therapeutic
interest. VelocImmune and our related technologies offer the
potential to increase the speed and efficiency through which
human monoclonal antibody therapeutics may be discovered and
validated, thereby improving the overall efficiency of our early
stage drug development activities. We are utilizing the
VelocImmune technology to produce our next generation of drug
candidates for preclinical development and are exploring the
possibility of entering into licensing or collaborative
arrangements with third parties related to VelocImmune and
related technologies.
4
VelociGenetm
and
VelociMousetm
(Target Validation)
Our VelociGene platform allows custom and precise manipulation
of very large sequences of DNA to produce highly customized
alterations of a specified target gene and accelerates the
production of knock-out and transgenic expression models without
using either positive/negative selection or isogenic DNA. In
producing knock-out models, a color or fluorescent marker is
substituted in place of the actual gene sequence, allowing for
high-resolution visualization of precisely where the gene is
active in the body, during normal body functioning, as well as
in disease processes. For the optimization of preclinical
development and toxicology programs, VelociGene offers the
opportunity to humanize targets by replacing the mouse gene with
the human homolog. Thus, VelociGene allows scientists to rapidly
identify the physical and biological effects of deleting or
over-expressing the target gene, as well as to characterize and
test potential therapeutic molecules.
The VelociMouse technology also allows for the direct and
immediate generation of genetically altered mice from
ES cells, avoiding the lengthy process involved in
generating and breeding knock-out mice from chimeras. Mice
generated through this method are normal and healthy and exhibit
a 100% germ-line transmission frequency. Furthermore,
Regenerons Velocimice are suitable for direct phenotyping
or other studies.
Cell
Line Expression Technologies
Many proteins that are of potential pharmaceutical value are
proteins which are secreted from the cells into the
bloodstream. Examples of secreted proteins include growth
factors (such as insulin and growth hormone) and antibodies.
Current technologies for the isolation of cells engineered to
produce high levels of secreted proteins are both laborious and
time consuming. We have developed enabling platforms for the
high-throughput, rapid generation of high-producing cell lines
for our Traps and VelocImmune Human Monoclonal Antibodies.
Research
Programs:
Oncology
and Angiogenesis
In many clinical settings, positively or negatively regulating
blood vessel growth could have important therapeutic benefits,
as could the repair of damaged and leaky vessels. Vascular
Endothelial Growth Factor (VEGF) was the first growth factor
shown to be specific for blood vessels, by virtue of having its
receptor specifically expressed on blood vessel cells. In 1994,
we discovered a second family of angiogenic growth factors,
termed the Angiopoietins, and we have received patents covering
members of this family. The Angiopoietins include naturally
occurring positive and negative regulators of angiogenesis, as
described in numerous scientific manuscripts published by our
scientists and their collaborators. The Angiopoietins are being
evaluated in preclinical research by us and our academic
collaborators. Our preclinical studies have revealed that VEGF
and the Angiopoietins normally function in a coordinated and
collaborative manner during blood vessel growth. In terms of
blocking vessel growth, manipulation of both VEGF and
Angiopoietins seems to be of value. We have research programs
focusing on several targets in the areas of oncology and
angiogenesis.
Metabolic
and Related Diseases
Food intake and metabolism are regulated by complex interactions
between diverse neural and hormonal signals that serve to
maintain an optimal balance between energy intake, storage, and
utilization. The hypothalamus, a small area at the base of the
brain, is critically involved in the integration of peripheral
signals which reflect nutritional status and neural outputs
which regulate appetite, food seeking behaviors, and energy
expenditure. Metabolic disorders, such as type 2 diabetes,
reflect a dysregulation in the systems which ordinarily tightly
couple energy intake to energy expenditure. Our preclinical
research program in this area encompasses the study of
peripheral (hormonal) regulators of food intake and metabolism
in health and disease. We have identified several targets in
these therapeutic areas and are evaluating potential antibodies
to evaluate in preclinical studies.
Muscle
Diseases and Disorders
Muscle atrophy occurs in many neuromuscular diseases and also
when muscle is unused, as often occurs during prolonged hospital
stays and during convalescence. Currently, physicians have few
options to treat subjects
5
with muscle atrophy or other muscle conditions which afflict
millions of people globally. Thus, a treatment that has
beneficial effects on skeletal muscle could have significant
clinical benefit. Our muscle research program is currently
focused on conducting in vivo and in vitro experiments with
the objective of demonstrating and further understanding the
molecular pathways involved in muscle atrophy and hypertrophy,
and discovering therapeutic candidates that can modulate these
pathways. We have several molecules in late stage research and
are evaluating them for possible further development.
Other
Therapeutic Areas
We have research programs focusing on inflammatory and immune
diseases, pain, bone and cartilage, ophthalmology, and
cardiovascular diseases.
Manufacturing
In 1993, we purchased our 104,000 square foot Rensselaer,
New York manufacturing facility, and in 2003 completed a
19,500 square foot expansion. This facility is used to
manufacture therapeutic candidates for our own preclinical and
clinical studies. We also use the facility to manufacture a
product for Merck & Co., Inc. under a contract that
expires in October 2006. In July 2002, we leased
75,000 square feet in a building near our Rensselaer
facility which is being used for the manufacture of Traps and
for warehouse space. At December 31, 2005, we employed 230
people at these owned and leased manufacturing facilities. There
were no impairment losses associated with long-lived assets at
these facilities as of December 31, 2005.
In 1995, we entered into a long-term manufacturing agreement
with Merck (called, as amended, the Merck Agreement) to produce
an intermediate for a Merck pediatric vaccine at our Rensselaer
facility. In February 2005, we and Merck extended the Merck
Agreement through October 2006. Merck pays us an annual facility
fee of $1.0 million (plus annual adjustments for
inflation), reimburses us for certain manufacturing costs, pays
us a variable fee based on the quantity of intermediate supplied
to Merck, subject to certain minimum order quantities each year,
and makes certain additional payments. We recognized contract
manufacturing revenue related to the Merck Agreement of
$13.7 million in 2005, $18.1 million in 2004, and
$10.1 million in 2003.
Among the conditions for regulatory marketing approval of a
medicine is the requirement that the prospective
manufacturers quality control and manufacturing procedures
conform to the GMP regulations of the health authority. In
complying with standards set forth in these regulations,
manufacturers must continue to expend time, money, and effort in
the area of production and quality control to ensure full
technical compliance. Manufacturing establishments, both foreign
and domestic, are also subject to inspections by or under the
authority of the FDA and by other national, federal, state, and
local agencies. If our manufacturing facilities fail to comply
with FDA and other regulatory requirements, we will be required
to suspend manufacturing. This will have a material adverse
effect on our financial condition, results of operations, and
cash flow.
Competition
There is substantial competition in the biotechnology and
pharmaceutical industries from pharmaceutical, biotechnology,
and chemical companies (see Risk
Factors Even if our product candidates are
ever approved, their commercial success is highly uncertain
because our competitors may get to the marketplace before we do
with better or lower cost drugs or the market for our product
candidates may be too small to support commercialization or
sufficient profitability.). Our competitors may
include Genentech, Novartis Pharma AG, Pfizer Inc., Eyetech
Pharmaceuticals, Inc. (now part of OSI Pharmaceuticals, Inc.),
the Bayer Group, Onyx Pharmaceuticals, Inc., Abbott
Laboratories, sanofi-aventis, Merck, Amgen, Roche, and others.
Many of our competitors have substantially greater research,
preclinical, and clinical product development and manufacturing
capabilities, and financial, marketing, and human resources than
we do. Our smaller competitors may also be significant if they
acquire or discover patentable inventions, form collaborative
arrangements, or merge with large pharmaceutical companies. Even
if we achieve product commercialization, one or more of our
competitors may achieve product commercialization earlier than
we do or obtain patent protection that dominates or adversely
affects our activities. Our ability to compete will depend on
how fast we can develop safe and effective product candidates,
complete clinical testing and approval processes, and supply
commercial quantities of the product to the market. Competition
among
6
product candidates approved for sale will also be based on
efficacy, safety, reliability, availability, price, patent
position, and other factors.
VEGF Trap and VEGF Trap-Eye. Many companies
are developing therapeutic molecules designed to block the
actions of VEGF specifically and angiogenesis in general. A
variety of approaches have been employed, including antibodies
to VEGF, antibodies to the VEGF receptor, small molecule
antagonists to the VEGF receptor tyrosine kinase, and other
anti-angiogenesis strategies. Many of these alternative
approaches may offer competitive advantages to our VEGF Trap in
efficacy, side-effect profile, or method of delivery.
Additionally, some of these molecules are either already
approved for marketing or are at a more advanced stage of
development than our product candidate.
In particular, in February 2004, Genentech was granted approval
by the FDA to market and sell
Avastin®
(Genentech), a monoclonal antibody to VEGF in patients with
colorectal cancer. The marketing approvals for Avastin and
Genentechs extensive, ongoing clinical development plans
for Avastin, make it more difficult for us to enroll patients in
clinical trials to support the VEGF Trap oncology program. This
may delay or impair our ability to successfully develop and
commercialize the VEGF Trap. Other companies are developing
small molecule inhibitors to VEGF tyrosine kinases in different
cancer settings.
We face significant competition in our VEGF Trap-Eye programs.
For example, Eyetech Pharmaceuticals and Pfizer are marketing an
approved VEGF inhibitor for the treatment of wet AMD. Genentech
and Novartis have completed phase 3 development of a VEGF
antibody fragment in wet AMD and have submitted a marketing
application for their product candidate in this indication. In
addition, it has been reported that ophthalmologists are
successfully using a third-party reformulated version of
Genentechs approved VEGF antagonist, Avastin, for the
treatment of wet AMD. These competing VEGF blockers make it more
difficult for us to enroll patients in clinical trials for the
VEGF Trap-Eye in these indications and may delay or impair our
ability to successfully develop and commercialize the VEGF
Trap-Eye in eye diseases.
IL-1 Trap. The availability of highly
effective FDA approved TNF-antagonists such as
Enbrel®
(Amgen),
Remicade®
(Centocor), and
Humira®
(Abbott) and the IL-1 receptor antagonist Kineret (Amgen), and
other marketed therapies makes it difficult to successfully
develop and commercialize the IL-1 Trap. Even if the
IL-1 Trap is ever approved for sale, it will be difficult
for our drug to compete against these FDA approved
TNF-antagonists because doctors and patients will have
significant experience using these effective medicines.
Moreover, there are both small molecules and antibodies in
development by third parties that are designed to block the
synthesis of interleukin-1 or inhibit the signaling of
interleukin-1. For example, Novartis is developing an antibody
to interleukin-1 and Amgen is developing an antibody to the
interleukin-1 receptor. These drug candidates could offer
competitive advantages over the IL-1 Trap. The successful
development of these competing molecules could delay or impair
our ability to successfully develop and commercialize the IL-1
Trap.
Other Areas. Many pharmaceutical and
biotechnology companies are attempting to discover new
therapeutics for indications in which we invest substantial time
and resources. In these and related areas, intellectual property
rights have been sought and certain rights have been granted to
competitors and potential competitors of ours, and we may be at
a substantial competitive disadvantage in such areas as a result
of, among other things, our lack of experience, trained
personnel, and expertise. A number of corporate and academic
competitors are involved in the discovery and development of
novel therapeutics that are the focus of other research or
development programs we are now conducting. These competitors
include Amgen and Genentech, as well as many others. Many firms
and entities are engaged in research and development in the
areas of cytokines, interleukins, angiogenesis, and muscle
conditions. Some of these competitors are currently conducting
advanced preclinical and clinical research programs in these
areas. These and other competitors may have established
substantial intellectual property and other competitive
advantages.
If a competitor announces a successful clinical study involving
a product that may be competitive with one of our product
candidates or the grant of marketing approval by a regulatory
agency for a competitive product, the announcement may have an
adverse effect on our operations or future prospects or on the
market price of our common stock.
7
We also compete with academic institutions, governmental
agencies, and other public or private research organizations,
which conduct research, seek patent protection, and establish
collaborative arrangements for the development and marketing of
products that would provide royalties or other consideration for
use of their technology. These institutions are becoming more
active in seeking patent protection and licensing arrangements
to collect royalties or other consideration for use of the
technology that they have developed. Products developed in this
manner may compete directly with products we develop. We also
compete with others in acquiring technology from these
institutions, agencies, and organizations.
Patents,
Trademarks, and Trade Secrets
Our success depends, in part, on our ability to obtain patents,
maintain trade secret protection, and operate without infringing
on the proprietary rights of third parties (see Risk
Factors We may be restricted in our
development
and/or
commercialization activities by, and could be subject to damage
awards if we are found to have infringed, third party patents or
other proprietary rights.). Our policy is to file
patent applications to protect technology, inventions, and
improvements that we consider important to our business and
operations. We are the nonexclusive licensee of a number of
additional U.S. patents and patent applications. We also
rely upon trade secrets, know-how, and continuing technological
innovation in an effort to develop and maintain our competitive
position. We or our licensors or collaborators have filed patent
applications on various products and processes relating to our
product candidates as well as other technologies and inventions
in the United States and in certain foreign countries. We intend
to file additional patent applications, when appropriate,
relating to improvements in these technologies and other
specific products and processes. We plan to aggressively
prosecute, enforce, and defend our patents and other proprietary
technology.
Patent law relating to the patentability and scope of claims in
the biotechnology field is evolving and our patent rights are
subject to this additional uncertainty. Others may independently
develop similar products or processes to those developed by us,
duplicate any of our products or processes or, if patents are
issued to us, design around any products and processes covered
by our patents. We expect to continue, when appropriate, to file
product and process patent applications with respect to our
inventions. However, we may not file any such applications or,
if filed, the patents may not be issued. Patents issued to or
licensed by us may be infringed by the products or processes of
others.
Defense and enforcement of our intellectual property rights can
be expensive and time consuming, even if the outcome is
favorable to us. It is possible that patents issued to or
licensed to us will be successfully challenged, that a court may
find that we are infringing validly issued patents of third
parties, or that we may have to alter or discontinue the
development of our products or pay licensing fees to take into
account patent rights of third parties.
Government
Regulation
Regulation by government authorities in the United States and
foreign countries is a significant factor in the research,
development, manufacture, and marketing of our product
candidates (see Risk Factors If we do
not obtain regulatory approval for our product candidates, we
will not be able to market or sell
them.). All of our product candidates will
require regulatory approval before they can be commercialized.
In particular, human therapeutic products are subject to
rigorous preclinical and clinical trials and other pre-market
approval requirements by the FDA and foreign authorities. Many
aspects of the structure and substance of the FDA and foreign
pharmaceutical regulatory practices have been reformed during
recent years, and continued reform is under consideration in a
number of jurisdictions. The ultimate outcome and impact of such
reforms and potential reforms cannot be predicted.
The activities required before a product candidate may be
marketed in the United States begin with preclinical tests.
Preclinical tests include laboratory evaluations and animal
studies to assess the potential safety and efficacy of the
product candidate and its formulations. The results of these
studies must be submitted to the FDA as part of an
Investigational New Drug Application, which must be reviewed by
the FDA before proposed clinical testing can begin. Typically,
clinical testing involves a three-phase process. In
phase 1, trials are conducted with a small number of
subjects to determine the early safety profile of the product
candidate. In phase 2, clinical trials are conducted with
subjects afflicted with a specific disease or disorder to
provide enough data to evaluate the preliminary safety,
8
tolerability, and efficacy of different potential doses of the
product candidate. In phase 3, large-scale clinical trials
are conducted with patients afflicted with the specific disease
or disorder in order to provide enough data to understand the
efficacy and safety profile of the product candidate, as
required by the FDA. The results of the preclinical and clinical
testing of a biologic product candidate are then submitted to
the FDA in the form of a Biologics License Application, or BLA,
for evaluation to determine whether the product candidate may be
approved for commercial sale. In responding to a BLA, the FDA
may grant marketing approval, request additional information, or
deny the application.
Any approval required by the FDA for any of our product
candidates may not be obtained on a timely basis, or at all. The
designation of a clinical trial as being of a particular phase
is not necessarily indicative that such a trial will be
sufficient to satisfy the parameters of a particular phase, and
a clinical trial may contain elements of more than one phase
notwithstanding the designation of the trial as being of a
particular phase. The results of preclinical studies or early
stage clinical trials may not predict long-term safety or
efficacy of our compounds when they are tested or used more
broadly in humans.
Approval of a product candidate by comparable regulatory
authorities in foreign countries is generally required prior to
commencement of marketing of the product in those countries. The
approval procedure varies among countries and may involve
additional testing, and the time required to obtain such
approval may differ from that required for FDA approval.
Various federal, state, and foreign statutes and regulations
also govern or influence the research, manufacture, safety,
labeling, storage, record keeping, marketing, transport, or
other aspects of pharmaceutical product candidates. The lengthy
process of seeking these approvals and the compliance with
applicable statutes and regulations require the expenditure of
substantial resources. Any failure by us or our collaborators or
licensees to obtain, or any delay in obtaining, regulatory
approvals could adversely affect the manufacturing or marketing
of our products and our ability to receive product or royalty
revenue.
In addition to the foregoing, our present and future business
will be subject to regulation under the United States Atomic
Energy Act, the Clean Air Act, the Clean Water Act, the
Comprehensive Environmental Response, Compensation and Liability
Act, the National Environmental Policy Act, the Toxic Substances
Control Act, the Resource Conservation and Recovery Act,
national restrictions, and other current and potential future
local, state, federal, and foreign regulations.
Business
Segments
Our operations are managed in two business segments: research
and development, and contract manufacturing. The research and
development segment includes all activities related to the
discovery of pharmaceutical products for the treatment of
serious medical conditions, and the development and
commercialization of these discoveries. It also includes
revenues and expenses related to (i) the development of
manufacturing processes prior to commencing commercial
production of a product under contract manufacturing
arrangements and (ii) the supply of specified, ordered
research materials using Regeneron-developed proprietary
technology. The contract manufacturing segment includes all
revenues and expenses related to the commercial production of
products under contract manufacturing arrangements. During 2005,
2004, and 2003, the Company produced an intermediate under the
Merck Agreement, as described under Manufacturing
above. For financial information about these segments, see
Note 19, Segment Information, beginning on
page F-33
in our Financial Statements.
Employees
As of December 31, 2005, we had 588 full-time
employees, of whom 87 held a Ph.D. or M.D. degree or both. We
believe that we have been successful in attracting skilled and
experienced personnel in a highly competitive environment;
however, competition for these personnel is intense. None of our
personnel are covered by collective bargaining agreements and
our management considers its relations with our employees to be
good.
9
Available
Information
We file annual, quarterly, and current reports, proxy
statements, and other documents with the Securities and Exchange
Commission, or SEC, under the Securities Exchange Act of 1934,
or the Exchange Act. The public may read and copy any materials
that we file with the SEC at the SECs Public Reference
Room at 450 Fifth Street, NW, Washington, DC 20549. The
public may obtain information on the operation of the Public
Reference Room by calling the SEC at
1-800-SEC-0330.
Also, the SEC maintains an Internet website that contains
reports, proxy and information statements, and other information
regarding issuers, including Regeneron, that file electronically
with the SEC. The public can obtain any documents that we file
with the SEC at http://www.sec.gov.
We also make available free of charge on or through our Internet
website (http://www.regn.com) our Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K,
and, if applicable, amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the
SEC.
We operate in an environment that involves a number of
significant risks and uncertainties. We caution you to read the
following risk factors, which have affected,
and/or in
the future could affect, our business, operating results,
financial condition, and cash flows. The risks described below
include forward-looking statements, and actual events and our
actual results may differ substantially from those discussed in
these forward-looking statements. Additional risks and
uncertainties not currently known to us or that we currently
deem immaterial may also impair our business operations.
Furthermore, additional risks and uncertainties are described
under other captions in this report and should be considered by
our investors.
Risks
Related to Our Financial Results and Need for Additional
Financing
We
have had a history of operating losses and we may never achieve
profitability. If we continue to incur operating losses, we may
be unable to continue our operations.
From inception on January 8, 1988 through December 31,
2005, we had a cumulative loss of $585.3 million. If we
continue to incur operating losses and fail to become a
profitable company, we may be unable to continue our operations.
We have no products that are available for sale and do not know
when we will have products available for sale, if ever. In the
absence of revenue from the sale of products or other sources,
the amount, timing, nature or source of which cannot be
predicted, our losses will continue as we conduct our research
and development activities. We currently receive contract
manufacturing revenue from our agreement with Merck and, until
June 30, 2005, we received contract research and
development revenue from our agreement with The
Procter & Gamble Company. Our agreement with
Procter & Gamble expired in June 2005 and our agreement
with Merck will expire before the end of 2006. The expiration of
these agreements results in a significant loss of revenue to the
Company.
We
will need additional funding in the future, which may not be
available to us, and which may force us to delay, reduce or
eliminate our product development programs or commercialization
efforts.
We will need to expend substantial resources for research and
development, including costs associated with clinical testing of
our product candidates. We believe our existing capital
resources will enable us to meet operating needs through at
least mid-2008; however, our projected revenue may decrease or
our expenses may increase and that would lead to our capital
being consumed significantly before such time. We will likely
require additional financing in the future and we may not be
able to raise such additional funds. If we are able to obtain
additional financing through the sale of equity or convertible
debt securities, such sales may be dilutive to our shareholders.
Debt financing arrangements may require us to pledge certain
assets or enter into covenants that would restrict our business
activities or our ability to incur further indebtedness and may
contain other terms that are not favorable to our shareholders.
If we are unable to raise sufficient funds to complete the
development of our product candidates, we may face delay,
reduction or elimination of our research and development
programs or preclinical or clinical trials, in which case our
business, financial condition or results of operations may be
materially harmed.
10
We
have a significant amount of debt and may have insufficient cash
to satisfy our debt service and repayment obligations. In
addition, the amount of our debt could impede our operations and
flexibility.
We have a significant amount of convertible debt and semi-annual
interest payment obligations. This debt, unless converted to
shares of our common stock, will mature in October 2008. We may
be unable to generate sufficient cash flow or otherwise obtain
funds necessary to make required payments on our debt. Even if
we are able to meet our debt service obligations, the amount of
debt we already have could hurt our ability to obtain any
necessary financing in the future for working capital, capital
expenditures, debt service requirements or other purposes. In
addition, our debt obligations could require us to use a
substantial portion of cash to pay principal and interest on our
debt, instead of applying those funds to other purposes, such as
research and development, working capital, and capital
expenditures.
We
have adopted, effective January 1, 2005, the fair market
value based method of accounting for stock-based employee
compensation. This will materially increase operating expenses
in our Statement of Operations, primarily due to non-cash
compensation costs related to stock options.
We have adopted, effective January 1, 2005, the fair value
based method of accounting for stock-based employee compensation
under the provisions of Statement of Financial Accounting
Standards No. (SFAS) 123, Accounting for Stock Based
Compensation, using the modified prospective method as
described in SFAS 148, Accounting for Stock Based
Compensation Transition and Disclosure. As
a result, effective January 1, 2005, we have been
recognizing expense in an amount equal to the fair value of
share-based payments (including stock option awards) on their
date of grant over the vesting period of the awards. In 2005,
non-cash stock-based employee compensation expense of
$19.9 million related to stock options awards was
recognized in operating expenses in our Statement of Operations,
which increased our basic and diluted net loss per share. Also,
if we had adopted SFAS 123 effective January 1, 2004,
our net income for the full year 2004 would have decreased by
approximately $33.6 million and our basic and diluted net
income per share in 2004 would have been $0.15 per share
instead of $0.75 per share (basic) and $0.74 per share
(diluted).
In addition, in December 2004, the Financial Accounting
Standards Board issued SFAS 123R, Share-Based
Payment, which is a revision of SFAS 123 and supersedes
Accounting Principles Board No. 25, Accounting for Stock
Issued to Employees. SFAS 123R requires the recognition
of compensation expense in an amount equal to the fair value of
share-based payments (including stock options) issued to
employees. We are required to adopt SFAS 123R effective for
the fiscal year beginning January 1, 2006. The impact of
adopting SFAS 123R has not yet been quantified.
The negative impact on our income (loss) as a result of adopting
SFAS 123 as of January 1, 2005, and subsequently
adopting SFAS 123R commencing January 1, 2006, may
negatively affect our stock price.
Risks
Related to Development of Our Product Candidates
Successful
development of any of our product candidates is highly
uncertain.
Only a small minority of all research and development programs
ultimately result in commercially successful drugs. We have
never developed a drug that has been approved for marketing and
sale, and we may never succeed in developing an approved drug.
Even if clinical trials demonstrate safety and effectiveness of
any of our product candidates for a specific disease and the
necessary regulatory approvals are obtained, the commercial
success of any of our product candidates will depend upon their
acceptance by patients, the medical community, and third-party
payers and on our partners ability to successfully
manufacture and commercialize our product candidates. Our
product candidates are delivered either by intravenous infusion
or by intravitreal or subcutaneous injections, which are
generally less well received by patients than tablet or capsule
delivery. If our products are not successfully commercialized,
we will not be able to recover the significant investment we
have made in developing such products and our business would be
severely harmed.
We intend to study our lead product candidates, the VEGF Trap,
VEGF Trap-Eye, and IL-1 Trap, in a wide variety of indications.
We intend to study the VEGF Trap in a variety of cancer
settings, the VEGF Trap-Eye in different eye diseases and
ophthalmologic indications, and the IL-1 Trap in a variety of
systemic inflammatory
11
disorders. Most of these current trials are exploratory studies
designed to identify what diseases and uses, if any, are best
suited for our product candidates. It is likely that our product
candidates will not demonstrate the requisite efficacy
and/or
safety profile to support continued development for most of the
indications that are to be studied. In fact, our product
candidates may not demonstrate the requisite efficacy and safety
profile to support the continued development for any of the
indications or uses.
Clinical
trials required for our product candidates are expensive and
time-consuming, and their outcome is highly uncertain. If any of
our drug trials are delayed or achieve unfavorable results, we
will have to delay or may be unable to obtain regulatory
approval for our product candidates.
We must conduct extensive testing of our product candidates
before we can obtain regulatory approval to market and sell
them. We need to conduct both preclinical animal testing and
human clinical trials. Conducting these trials is a lengthy,
time-consuming, and expensive process. These tests and trials
may not achieve favorable results for many reasons, including,
among others, failure of the product candidate to demonstrate
safety or efficacy, the development of serious or
life-threatening adverse events (or side effects) caused by or
connected with exposure to the product candidate, difficulty in
enrolling and maintaining subjects in the clinical trial, lack
of sufficient supplies of the product candidate, and the failure
of clinical investigators, trial monitors and other consultants,
or trial subjects to comply with the trial plan or protocol. A
clinical trial may fail because it did not include a sufficient
number of patients to detect the endpoint being measured or
reach statistical significance. A clinical trial may also fail
because the dose(s) of the investigational drug included in the
trial were either too low or too high to determine the optimal
effect of the investigational drug in the disease setting. For
example, we are studying higher doses of the IL-1 Trap in
different diseases after a phase 2 trial using lower doses
of the IL-1 Trap in subjects with rheumatoid arthritis failed to
achieve its primary endpoint.
We will need to reevaluate any drug candidate that does not test
favorably and either conduct new trials, which are expensive and
time consuming, or abandon the drug development program. Even if
we obtain positive results from preclinical or clinical trials,
we may not achieve the same success in future trials. Many
companies in the biopharmaceutical industry, including us, have
suffered significant setbacks in clinical trials, even after
promising results have been obtained in earlier trials. The
failure of clinical trials to demonstrate safety and
effectiveness for the desired indication(s) could harm the
development of the product candidate(s), and our business,
financial condition, and results of operations may be materially
harmed.
The
development of serious or life-threatening side effects with any
of our product candidates would lead to delay or discontinuation
of development, which could severely harm our
business.
During the conduct of clinical trials, patients report changes
in their health, including illnesses, injuries, and discomforts,
to their study doctor. Often, it is not possible to determine
whether or not the drug candidate being studied caused these
conditions. Various illnesses, injuries, and discomforts have
been reported from
time-to-time
during clinical trials of our product candidates. Although our
current drug candidates appeared to be generally well tolerated
in clinical trials conducted to date, it is possible as we test
any of them in larger, longer, and more extensive clinical
programs, illnesses, injuries, and discomforts that were
observed in earlier trials, as well as conditions that did not
occur or went undetected in smaller previous trials, will be
reported by patients. Many times, side effects are only
detectable after investigational drugs are tested in large
scale, phase 3 clinical trials or, in some cases, after
they are made available to patients after approval. If
additional clinical experience indicates that any of our product
candidates has many side effects or causes serious or
life-threatening side effects, the development of the product
candidate may fail or be delayed, which would severely harm our
business.
Our VEGF Trap is being studied for the potential treatment of
certain types of cancer and our VEGF Trap-Eye candidate is being
studied in diseases of the eye. There are many potential safety
concerns associated with significant blockade of vascular
endothelial growth factor, or VEGF. These risks, based on the
clinical and preclinical experience of systemically delivered
VEGF inhibitors, including the systemic delivery of the VEGF
Trap, include bleeding, hypertension, and proteinuria. These
serious side effects and other serious side effects have been
reported in our systemic VEGF Trap studies in cancer and
diseases of the eye. In addition, patients given infusions of
any protein, including the VEGF Trap delivered through
intravenous administration, may develop severe hypersensitivity
reactions, referred to as infusion reactions. These and other
complications or side effects
12
could harm the development of the VEGF Trap for the treatment of
cancer or the VEGF Trap-Eye for the treatment of diseases of the
eye.
Although the IL-1 Trap was generally well tolerated and was not
associated with any drug-related serious adverse events in the
phase 2 rheumatoid arthritis study completed in 2003,
safety or tolerability concerns may arise as we test higher
doses of the IL-1 Trap in patients with other inflammatory
diseases and disorders. Like
TNF-antagonists
such as
Enbrel®(Amgen)
and
Remicade®
(Centocor), the IL-1 Trap affects the immune defense system of
the body by blocking some of its functions. Therefore, there may
be an increased risk for infections to develop in patients
treated with the IL-1 Trap. In addition, patients given
infusions of the IL-1 Trap have developed hypersensitivity
reactions, referred to as infusion reactions. These and other
complications or side effects could harm the development of the
IL-1 Trap.
Our
product candidates in development are recombinant proteins that
could cause an immune response, resulting in the creation of
harmful or neutralizing antibodies against the therapeutic
protein.
In addition to the safety, efficacy, manufacturing, and
regulatory hurdles faced by our product candidates, the
administration of recombinant proteins frequently causes an
immune response, resulting in the creation of antibodies against
the therapeutic protein. The antibodies can have no effect or
can totally neutralize the effectiveness of the protein, or
require that higher doses be used to obtain a therapeutic
effect. In some cases, the antibody can cross react with the
patients own proteins, resulting in an
auto-immune type disease. Whether antibodies will be
created can often not be predicted from preclinical or clinical
experiments, and their appearance is often delayed, so that
there can be no assurance that neutralizing antibodies will not
be created at a later date in some cases even
after pivotal clinical trials have been completed. Subjects who
received the IL-1 Trap in clinical trials have developed
antibodies. It is possible that as we test the VEGF Trap with
more sensitive assays in different patient populations and
larger clinical trials, we will find that subjects given the
VEGF Trap develop antibodies to the product candidate.
We may
be unable to formulate or manufacture our product candidates in
a way that is suitable for clinical or commercial
use.
Changes in product formulations and manufacturing processes may
be required as product candidates progress in clinical
development and are ultimately commercialized. If we are unable
to develop suitable product formulations or manufacturing
processes to support large scale clinical testing of our product
candidates, including the VEGF Trap, VEGF Trap-Eye, IL-1 Trap,
and IL-4/13 Trap, we may be unable to supply necessary materials
for our clinical trials, which would delay the development of
our product candidates. Similarly, if we are unable to supply
sufficient quantities of our product or develop product
formulations suitable for commercial use, we will not be able to
successfully commercialize our product candidates.
Risks
Related to Intellectual Property
If we
cannot protect the confidentiality of our trade secrets or our
patents are insufficient to protect our proprietary rights, our
business and competitive position will be harmed.
Our business requires using sensitive and proprietary technology
and other information that we protect as trade secrets. We seek
to prevent improper disclosure of these trade secrets through
confidentiality agreements. If our trade secrets are improperly
exposed, either by our own employees or our collaborators, it
would help our competitors and adversely affect our business. We
will be able to protect our proprietary rights from unauthorized
use by third parties only to the extent that our rights are
covered by valid and enforceable patents or are effectively
maintained as trade secrets. The patent position of
biotechnology companies involves complex legal and factual
questions and, therefore, enforceability cannot be predicted
with certainty. Our patents may be challenged, invalidated, or
circumvented. Patent applications filed outside the United
States may be challenged by third parties who file an
opposition. Such opposition proceedings are increasingly common
in the European Union and are costly to defend. We have patent
applications that are being opposed and it is likely that we
will need to defend additional patent applications in the
future. Our patent rights may not provide us with a proprietary
position or
13
competitive advantages against competitors. Furthermore, even if
the outcome is favorable to us, the enforcement of our
intellectual property rights can be extremely expensive and time
consuming.
We may
be restricted in our development
and/or
commercialization activities by, and could be subject to damage
awards if we are found to have infringed, third party patents or
other proprietary rights.
Our commercial success depends significantly on our ability to
operate without infringing the patents and other proprietary
rights of third parties. Other parties may allege that they have
blocking patents to our products in clinical development, either
because they claim to hold proprietary rights to the composition
of a product or the way it is manufactured or used.
We are aware of patents and pending applications owned by
Genentech that claim certain chimeric VEGF receptor
compositions. Although we do not believe that the VEGF Trap or
VEGF Trap-Eye infringes any valid claim in these patents or
patent applications, Genentech could initiate a lawsuit for
patent infringement and assert its patents are valid and cover
the VEGF Trap or VEGF Trap-Eye. Genentech may be motivated to
initiate such a lawsuit at some point in an effort to impair our
ability to develop and sell the VEGF Trap or VEGF Trap-Eye,
which represents a potential competitive threat to
Genentechs VEGF-binding products and product candidates.
An adverse determination by a court in any such potential patent
litigation would likely materially harm our business by
requiring us to seek a license, which may not be available, or
resulting in our inability to manufacture, develop and sell the
VEGF Trap or VEGF Trap-Eye or in a damage award.
We are aware of certain United States and foreign patents
relating to particular IL-4 and IL-13 receptors. Our IL-4/13
Trap includes portions of the IL-4 and IL-13 receptors. In
addition, we are aware of a broad patent held by Genentech
relating to proteins fused to certain immunoglobulin domains.
Our Trap product candidates include proteins fused to
immunoglobulin domains. Although we do not believe that we are
infringing valid and enforceable third party patents, the
holders of these patents may sue us for infringement and a court
may find that we are infringing one or more validly issued
patents, which may materially harm our business.
Any patent holders could sue us for damages and seek to prevent
us from manufacturing, selling, or developing our drug
candidates, and a court may find that we are infringing validly
issued patents of third parties. In the event that the
manufacture, use, or sale of any of our clinical candidates
infringes on the patents or violates other proprietary rights of
third parties, we may be prevented from pursuing product
development, manufacturing, and commercialization of our drugs
and may be required to pay costly damages. Such a result may
materially harm our business, financial condition, and results
of operations. Legal disputes are likely to be costly and time
consuming to defend.
We seek to obtain licenses to patents when, in our judgment,
such licenses are needed. If any licenses are required, we may
not be able to obtain such licenses on commercially reasonable
terms, if at all. The failure to obtain any such license could
prevent us from developing or commercializing any one or more of
our product candidates, which could severely harm our business.
Regulatory
and Litigation Risks
If we
do not obtain regulatory approval for our product candidates, we
will not be able to market or sell them.
We cannot sell or market products without regulatory approval.
If we do not obtain and maintain regulatory approval for our
product candidates, the value of our company and our results of
operations will be harmed. In the United States, we must obtain
and maintain approval from the United States Food and Drug
Administration (FDA) for each drug we intend to sell. Obtaining
FDA approval is typically a lengthy and expensive process, and
approval is highly uncertain. Foreign governments also regulate
drugs distributed in their country and approval in any country
is likely to be a lengthy and expensive process, and approval is
highly uncertain. None of our product candidates has ever
received regulatory approval to be marketed and sold in the
United States or any other country. We may never receive
regulatory approval for any of our product candidates.
14
If the
testing or use of our products harms people, we could be subject
to costly and damaging product liability claims. We could also
face costly and damaging claims arising from employment law,
securities law, environmental law, or other applicable laws
governing our operations.
The testing, manufacturing, marketing, and sale of drugs for use
in people expose us to product liability risk. Any informed
consent or waivers obtained from people who sign up for our
clinical trials may not protect us from liability or the cost of
litigation. Our product liability insurance may not cover all
potential liabilities or may not completely cover any liability
arising from any such litigation. Moreover, we may not have
access to liability insurance or be able to maintain our
insurance on acceptable terms.
Our
operations may involve hazardous materials and are subject to
environmental, health, and safety laws and regulations. We may
incur substantial liability arising from our activities
involving the use of hazardous materials.
As a biopharmaceutical company with significant manufacturing
operations, we are subject to extensive environmental, health,
and safety laws and regulations, including those governing the
use of hazardous materials. Our research and development and
manufacturing activities involve the controlled use of
chemicals, viruses, radioactive compounds, and other hazardous
materials. The cost of compliance with environmental, health,
and safety regulations is substantial. If an accident involving
these materials or an environmental discharge were to occur, we
could be held liable for any resulting damages, or face
regulatory actions, which could exceed our resources or
insurance coverage.
Changes
in the securities laws and regulations have increased, and are
likely to continue to increase, our costs.
The Sarbanes-Oxley Act of 2002, which became law in July 2002,
has required changes in some of our corporate governance,
securities disclosure, and compliance practices. In response to
the requirements of that Act, the SEC and the NASDAQ Stock
Market have promulgated new rules and listing standards covering
a variety of subjects. Compliance with these new rules and
listing standards has increased our legal costs, and
significantly increased our accounting and auditing costs, and
we expect these costs to continue. These developments may make
it more difficult and more expensive for us to obtain
directors and officers liability insurance.
Likewise, these developments may make it more difficult for us
to attract and retain qualified members of our board of
directors, particularly independent directors, or qualified
executive officers.
In
future years, if we or our independent registered public
accounting firm are unable to conclude that our internal control
over financial reporting is effective, the market value of our
common stock could be adversely affected.
As directed by Section 404 of the Sarbanes-Oxley Act of
2002, the SEC adopted rules requiring public companies to
include a report of management on the Companys internal
control over financial reporting in their annual reports on
Form 10-K
that contains an assessment by management of the effectiveness
of our internal control over financial reporting. In addition,
the independent registered public accounting firm auditing our
financial statements must attest to and report on
managements assessment and on the effectiveness of our
internal control over financial reporting. Our independent
registered public accounting firm provided us with an
unqualified report as to our assessment and the effectiveness of
our internal control over financial reporting as of
December 31, 2005, which report is included in this Annual
Report on
Form 10-K
for the year ended December 31, 2005. However, we cannot
assure you that management or our independent registered public
accounting firm will be able to provide such an assessment or
unqualified report as of future year-ends. In this event,
investors could lose confidence in the reliability of our
financial statements, which could result in a decrease in the
market value of our common stock.
15
Risks
Related to Our Dependence on Third Parties
If our
collaboration with sanofi-aventis for the VEGF Trap is
terminated, our business operations and our ability to develop,
manufacture, and commercialize the VEGF Trap in the time
expected, or at all, would be harmed.
We rely heavily on sanofi-aventis to assist with the development
of the VEGF Trap oncology program. Sanofi-aventis funds all of
the development expenses incurred by both companies in
connection with the VEGF Trap oncology program. If the VEGF Trap
oncology program continues, we will rely on sanofi-aventis to
assist with funding the VEGF Trap program, provide commercial
manufacturing capacity, enroll and monitor clinical trials,
obtain regulatory approval, particularly outside the United
States, and provide sales and marketing support. While we cannot
assure you that the VEGF Trap will ever be successfully
developed and commercialized, if sanofi-aventis does not perform
its obligations in a timely manner, or at all, our ability to
develop, manufacture, and commercialize the VEGF Trap in cancer
indications will be significantly adversely affected.
Sanofi-aventis has the right to terminate its collaboration
agreement with us at any time upon twelve months advance notice.
If sanofi-aventis were to terminate its collaboration agreement
with us, we would not have the resources or skills to replace
those of our partner, which could cause significant delays in
the development
and/or
manufacture of the VEGF Trap and result in substantial
additional costs to us. We have no sales, marketing, or
distribution capabilities and would have to develop or outsource
these capabilities. Termination of the sanofi-aventis
collaboration agreement would create substantial new and
additional risks to the successful development of the VEGF Trap
oncology program.
Our
collaborators and service providers may fail to perform
adequately in their efforts to support the development,
manufacture, and commercialization of our drug
candidates.
We depend upon third-party collaborators, including
sanofi-aventis and service providers such as clinical research
organizations, outside testing laboratories, clinical
investigator sites, and third-party manufacturers and product
packagers and labelers, to assist us in the development of our
product candidates. If any of our existing collaborators or
service providers breaches or terminates its agreement with us
or does not perform its development or manufacturing services
under an agreement in a timely manner or at all, we could
experience additional costs, delays, and difficulties in the
development or ultimate commercialization of our product
candidates.
Risks
Related to the Manufacture of Our Product Candidates
We
have limited manufacturing capacity, which could inhibit our
ability to successfully develop or commercialize our
drugs.
Before approving a new drug or biologic product, the FDA
requires that the facilities at which the product will be
manufactured be in compliance with current good manufacturing
practices, or cGMP requirements. Manufacturing product
candidates in compliance with these regulatory requirements is
complex, time-consuming, and expensive. To be successful, our
products must be manufactured for development, following
approval, in commercial quantities, in compliance with
regulatory requirements, and at competitive costs. If we or any
of our product collaborators or third-party manufacturers,
product packagers, or labelers are unable to maintain regulatory
compliance, the FDA can impose regulatory sanctions, including,
among other things, refusal to approve a pending application for
a new drug or biologic product, or revocation of a pre-existing
approval. As a result, our business, financial condition, and
results of operations may be materially harmed.
Our manufacturing facility is likely to be inadequate to produce
sufficient quantities of product for commercial sale. We intend
to rely on our corporate collaborators, as well as contract
manufacturers, to produce the large quantities of drug material
needed for commercialization of our products. We rely entirely
on third-party manufacturers for filling and finishing services.
We will have to depend on these manufacturers to deliver
material on a timely basis and to comply with regulatory
requirements. If we are unable to supply sufficient material on
acceptable terms, or if we should encounter delays or
difficulties in our relationships with our corporate
collaborators or contract manufacturers, our business, financial
condition, and results of operations may be materially harmed.
16
We may expand our own manufacturing capacity to support
commercial production of active pharmaceutical ingredients, or
API, for our product candidates. This will require substantial
additional funds, and we will need to hire and train significant
numbers of employees and managerial personnel to staff our
facility.
Start-up
costs can be large and
scale-up
entails significant risks related to process development and
manufacturing yields. We may be unable to develop manufacturing
facilities that are sufficient to produce drug material for
clinical trials or commercial use. In addition, we may be unable
to secure adequate filling and finishing services to support our
products. As a result, our business, financial condition, and
results of operations may be materially harmed.
We may be unable to obtain key raw materials and supplies for
the manufacture of our product candidates. In addition, we may
face difficulties in developing or acquiring production
technology and managerial personnel to manufacture sufficient
quantities of our product candidates at reasonable costs and in
compliance with applicable quality assurance and environmental
regulations and governmental permitting requirements.
If any
of our clinical programs are discontinued, we may face costs
related to the unused capacity at our manufacturing
facilities.
We have large-scale manufacturing operations in Rensselaer, New
York. Under a long-term manufacturing agreement with Merck,
which expires in October 2006, we produce an intermediate for a
Merck pediatric vaccine at our facility in Rensselaer, New York.
We also use our facilities to produce API for our own clinical
and preclinical candidates. When we no longer use our facilities
to manufacture the Merck intermediate or if clinical candidates
are discontinued, we will have to absorb overhead costs and
inefficiencies.
Certain
of our raw materials are single-sourced from third parties;
third-party supply failures could adversely affect our ability
to supply our products.
Certain raw materials necessary for manufacturing and
formulation of our product candidates are provided by
single-source unaffiliated third-party suppliers. We would be
unable to obtain these raw materials for an indeterminate period
of time if these third-party single-source suppliers were to
cease or interrupt production or otherwise fail to supply these
materials or products to us for any reason, including due to
regulatory requirements or action, due to adverse financial
developments at or affecting the supplier, or due to labor
shortages or disputes. This, in turn, could materially and
adversely affect our ability to manufacture our product
candidates for use in clinical trials, which could materially
and adversely affect our business and future prospects.
Also, certain of the raw materials required in the manufacturing
and the formulation of our clinical candidates may be derived
from biological sources, including mammalian tissues, bovine
serum, and human serum albumin. There are certain European
regulatory restrictions on using these biological source
materials. If we are required to substitute for these sources to
comply with European regulatory requirements, our clinical
development activities may be delayed or interrupted.
Risks
Related to Commercialization of Products
If we
are unable to establish sales, marketing, and distribution
capabilities, or enter into agreements with third parties to do
so, we will be unable to successfully market and sell future
products.
We have no sales or distribution personnel or capabilities and
have only a small staff with marketing capabilities. If we are
unable to obtain those capabilities, either by developing our
own organizations or entering into agreements with service
providers, we will not be able to successfully sell any products
that we may obtain regulatory approval for and bring to market
in the future. In that event, we will not be able to generate
significant revenue, even if our product candidates are
approved. We cannot guarantee that we will be able to hire the
qualified sales and marketing personnel we need or that we will
be able to enter into marketing or distribution agreements with
third-party providers on acceptable terms, if at all. Under the
terms of our collaboration agreement with sanofi-aventis, we
currently rely on sanofi-aventis for sales, marketing, and
distribution of the VEGF Trap in cancer indications, should it
be approved in the future by regulatory authorities for
marketing. We will have to rely on a third party or devote
significant resources to develop our own sales, marketing, and
distribution capabilities for our other product candidates,
including the VEGF Trap-Eye, and we may be unsuccessful in
developing our own sales, marketing, and distribution
organization.
17
Even
if our product candidates are approved for marketing, their
commercial success is highly uncertain because our competitors
may get to the marketplace before we do with better or lower
cost drugs or the market for our product candidates may be too
small to support commercialization or sufficient
profitability.
There is substantial competition in the biotechnology and
pharmaceutical industries from pharmaceutical, biotechnology,
and chemical companies. Many of our competitors have
substantially greater research, preclinical and clinical product
development and manufacturing capabilities, and financial,
marketing, and human resources than we do. Our smaller
competitors may also enhance their competitive position if they
acquire or discover patentable inventions, form collaborative
arrangements, or merge with large pharmaceutical companies. Even
if we achieve product commercialization, our competitors have
achieved, and may continue to achieve, product commercialization
before our products are approved for marketing and sale.
Genentech has an approved VEGF antagonist,
Avastin®(Genentech),
on the market for treating certain cancers and many different
pharmaceutical and biotechnology companies are working to
develop competing VEGF antagonists, including Novartis, Eyetech
Pharmaceuticals, and Pfizer. Many of these molecules are farther
along in development than the VEGF Trap and may offer
competitive advantages over our molecule. Novartis has an
ongoing phase 3 clinical development program evaluating an
orally delivered VEGF tyrosine kinase inhibitor in different
cancer settings. Onyx Pharmaceuticals and Bayer have received
approval from the FDA to market and sell the first oral
medication that targets tumor cell growth and new vasculature
formation that fuels the growth of tumors. The marketing
approvals for Genentechs VEGF antagonist, Avastin, and
their extensive, ongoing clinical development plan for Avastin
in other cancer indications, may make it more difficult for us
to enroll patients in clinical trials to support the VEGF Trap
and to obtain regulatory approval of the VEGF Trap in these
cancer settings. This may delay or impair our ability to
successfully develop and commercialize the VEGF Trap. In
addition, even if the VEGF Trap is ever approved for sale for
the treatment of certain cancers, it will be difficult for our
drug to compete against Avastin and the Onyx/Bayer kinase
inhibitor, because doctors and patients will have significant
experience using these medicines. In addition, an oral
medication may be considerably less expensive for patients than
a biologic medication, providing a competitive advantage to
companies that market such products.
The market for eye diseases is also very competitive. Eyetech
Pharmaceuticals and Pfizer are marketing an approved VEGF
inhibitor for age-related macular degeneration (wet AMD).
Novartis and Genentech are collaborating on the development of a
VEGF antibody fragment for the treatment of wet AMD that is in
phase 3 development. In December 2005, Genentech announced
that it filed an application with the FDA to market and sell
this VEGF inhibitor in patients with wet AMD. In addition, it
has been reported that ophthalmologists are using a third-party
reformulated version of Genentechs approved VEGF
antagonist, Avastin with success for the treatment of wet AMD.
The marketing approval of the Eyetech/Pfizer VEGF inhibitor and
the potential off-label use of Avastin and approval of the
Novartis/Genentech VEGF antibody fragment make it more difficult
for us to successfully develop the VEGF Trap-Eye. Even if the
VEGF Trap-Eye is ever approved for sale for the treatment of eye
diseases, it will be difficult for our drug to compete against
the Eyetech/Pfizer drug and, if approved by the FDA, the
Novartis/Genentech VEGF inhibitor, because doctors and patients
will have significant experience using these medicines.
Moreover, the relatively low cost of therapy with Avastin in
patients with wet AMD presents a further competitive challenge
in this indication.
The availability of highly effective FDA approved
TNF-antagonists such as
Enbrel®
(Amgen),
Remicade®
(Centocor), and
Humira®
(Abbott Laboratories), and the IL-1 receptor antagonist
Kineret®
(Amgen), and other marketed therapies makes it more difficult to
successfully develop and commercialize the IL-1 Trap. This is
one of the reasons we discontinued the development of the IL-1
Trap in adult rheumatoid arthritis. In addition, even if the
IL-1 Trap is ever approved for sale, it will be difficult for
our drug to compete against these FDA approved TNF-antagonists
in indications where both are useful because doctors and
patients will have significant experience using these effective
medicines. Moreover, in such indications these approved
therapeutics may offer competitive advantages over the IL-1
Trap, such as requiring fewer injections.
There are both small molecules and antibodies in development by
third parties that are designed to block the synthesis of
interleukin-1 or inhibit the signaling of interleukin-1. For
example, Novartis is developing an antibody to interleukin-1 and
Amgen is developing an antibody to the interleukin-1 receptor.
These drug candidates could
18
offer competitive advantages over the IL-1 Trap. The successful
development of these competing molecules could delay or impair
our ability to successfully develop and commercialize the IL-1
Trap. For example, we may find it difficult to enroll patients
in clinical trials for the IL-1 Trap if the companies developing
these competing interleukin-1 inhibitors commence clinical
trials in the same indications.
We are developing the IL-1 Trap for the treatment of a spectrum
of rare diseases associated with mutations in the CIAS1
gene. These rare genetic disorders affect a small group of
people, estimated to be between several hundred and a few
thousand. There may be too few patients with these genetic
disorders to profitably commercialize the IL-1 Trap in this
indication.
The
successful commercialization of our product candidates will
depend on obtaining coverage and reimbursement for use of these
products from third-party payers.
Sales of biopharmaceutical products largely depend on the
reimbursement of patients medical expenses by government
health care programs and private health insurers. Without the
financial support of the governments or third-party payers, the
market for any biopharmaceutical product will be limited. These
third-party payers increasingly challenge the price and examine
the cost-effectiveness of products and services. Significant
uncertainty exists as to the reimbursement status of any new
therapeutic, particularly if there exist lower-cost standards of
care. Third-party payers may not reimburse sales of our
products, which would harm our business.
Risk
Related to Employees
We are
dependent on our key personnel and if we cannot recruit and
retain leaders in our research, development, manufacturing, and
commercial organizations, our business will be
harmed.
We are highly dependent on our executive officers. If we are not
able to retain any of these persons or our Chairman, our
business may suffer. In particular, we depend on the services of
P. Roy Vagelos, M.D., the Chairman of our board of
directors, Leonard Schleifer, M.D., Ph.D., our
President and Chief Executive Officer, George D.
Yancopoulos, M.D., Ph.D., our Executive Vice
President, Chief Scientific Officer and President, Regeneron
Research Laboratories, Murray A. Goldberg, our Senior Vice
President, Finance & Administration, Chief Financial
Officer, Treasurer, and Assistant Secretary, Neil
Stahl, Ph.D., our Senior Vice President, Preclinical
Development and Biomolecular Science, and Randall G.
Rupp, Ph.D., our Senior Vice President, Manufacturing
Operations. There is intense competition in the biotechnology
industry for qualified scientists and managerial personnel in
the development, manufacture, and commercialization of drugs. We
may not be able to continue to attract and retain the qualified
personnel necessary for developing our business.
Risks
Related to Our Common Stock
Our
stock price is extremely volatile.
There has been significant volatility in our stock price and
generally in the market prices of biotechnology companies
securities. Various factors and events may have a significant
impact on the market price of our common stock. These factors
include, by way of example:
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progress, delays, or adverse results in clinical trials;
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announcement of technological innovations or product candidates
by us or competitors;
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fluctuations in our operating results;
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public concern as to the safety or effectiveness of our product
candidates;
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developments in our relationship with collaborative partners;
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developments in the biotechnology industry or in government
regulation of healthcare;
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large sales of our common stock by our executive officers,
directors, or significant shareholders;
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19
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arrivals and departures of key personnel; and
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general market conditions.
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The trading price of our common stock has been, and could
continue to be, subject to wide fluctuations in response to
these and other factors, including the sale or attempted sale of
a large amount of our common stock in the market. Broad market
fluctuations may also adversely affect the market price of our
common stock.
Future
sales of our common stock by our significant shareholders or us
may depress our stock price and impair our ability to raise
funds in new share offerings.
A small number of our shareholders beneficially own a
substantial amount of our common stock. As of December 31,
2005, our seven largest shareholders, including sanofi-aventis,
beneficially owned 47.0% of our outstanding shares of Common
Stock, assuming, in the case of Leonard S. Schleifer, M.D.
Ph.D., our Chief Executive Officer, and P. Roy
Vagelos, M.D., our Chairman, the conversion of their
Class A Stock into Common Stock and the exercise of all
options held by them which are exercisable within 60 days
of December 31, 2005. As of that date, sanofi-aventis owned
2,799,552 shares of Common Stock, representing
approximately 5.2% of the shares of Common Stock then
outstanding. Under our stock purchase agreement with
sanofi-aventis, through September 5, 2006, sanofi-aventis
may sell no more than 250,000 of these shares in any calendar
quarter. After September 5, 2006, sanofi-aventis may sell
no more than 500,000 of these shares in any calendar quarter. If
sanofi-aventis, or our other significant shareholders or we,
sell substantial amounts of our Common Stock in the public
market, or the perception that such sales may occur exists, the
market price of our Common Stock could fall. Sales of Common
Stock by our significant shareholders, including sanofi-aventis,
also might make it more difficult for us to raise funds by
selling equity or equity-related securities in the future at a
time and price that we deem appropriate.
Our
existing shareholders may be able to exert significant influence
over matters requiring shareholder approval.
Holders of Class A Stock, who are generally the
shareholders who purchased their stock from us before our
initial public offering, are entitled to ten votes per share,
while holders of Common Stock are entitled to one vote per
share. As of December 31, 2005, holders of Class A
Stock held 4.2% of all shares of Common Stock and Class A
Stock then outstanding, and had 30.3% of the combined voting
power of all of Common Stock and Class A Stock then
outstanding. These shareholders, if acting together, would be in
a position to significantly influence the election of our
directors and to effect or prevent certain corporate
transactions that require majority or supermajority approval of
the combined classes, including mergers and other business
combinations. This may result in our company taking corporate
actions that you may not consider to be in your best interest
and may affect the price of our Common Stock. As of
December 31, 2005:
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our current officers and directors beneficially owned 14.8% of
our outstanding shares of Common Stock, assuming conversion of
their Class A Stock into Common Stock and the exercise of
all options held by such persons which are exercisable within
60 days of December 31, 2005, and 33.6% of the
combined voting power of our outstanding shares of Common Stock
and Class A Stock, assuming the exercise of all options
held by such persons which are exercisable within 60 days
of December 31, 2005; and
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our seven largest shareholders beneficially owned 47.0% of our
outstanding shares of Common Stock assuming, in the case of
Leonard S. Schleifer, M.D., Ph.D., our Chief Executive
Officer, and P. Roy Vagelos, M.D., our Chairman, the conversion
of their Class A Stock into Common Stock and the exercise
of all options held by them which are exercisable within
60 days of December 31, 2005. In addition, these seven
shareholders held 53.4% of the combined voting power of our
outstanding shares of Common Stock and Class A Stock,
assuming the exercise of all options held by our Chief Executive
Officer and our Chairman which are exercisable within
60 days of December 31, 2005.
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20
The
anti-takeover effects of provisions of our charter, by-laws, and
rights agreement, and of New York corporate law, could deter,
delay, or prevent an acquisition or other change in
control of us and could adversely affect the price of our
common stock.
Our amended and restated certificate of incorporation, our
by-laws, our rights agreement and the New York Business
Corporation Law contain various provisions that could have the
effect of delaying or preventing a change in control of our
company or our management that shareholders may consider
favorable or beneficial. Some of these provisions could
discourage proxy contests and make it more difficult for you and
other shareholders to elect directors and take other corporate
actions. These provisions could also limit the price that
investors might be willing to pay in the future for shares of
our common stock. These provisions include:
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authorization to issue blank check preferred stock,
which is preferred stock that can be created and issued by the
board of directors without prior shareholder approval, with
rights senior to those of our common shareholders;
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a staggered board of directors, so that it would take three
successive annual meetings to replace all of our directors;
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a requirement that removal of directors may only be effected for
cause and only upon the affirmative vote of at least eighty
percent (80%) of the outstanding shares entitled to vote for
directors, as well as a requirement that any vacancy on the
board of directors may be filled only by the remaining directors;
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any action required or permitted to be taken at any meeting of
shareholders may be taken without a meeting, only if, prior to
such action, all of our shareholders consent, the effect of
which is to require that shareholder action may only be taken at
a duly convened meeting;
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any shareholder seeking to bring business before an annual
meeting of shareholders must provide timely notice of this
intention in writing and meet various other
requirements; and
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under the New York Business Corporation Law, a plan of merger or
consolidation of the Company must be approved by two-thirds of
the votes of all outstanding shares entitled to vote thereon.
See the risk factor immediately above captioned Our
existing shareholders may be able to exert significant influence
over matters requiring shareholder approval.
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We have a shareholder rights plan which could make it more
difficult for a third party to acquire us without the support of
our board of directors and principal shareholders. In addition,
many of our stock options issued under our 2000 Long-Term
Incentive Plan may become fully vested in connection with a
change in control of the Company, as defined in the
plan.
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Item 1B.
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Unresolved
Staff Comments
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None.
We conduct our research, development, manufacturing, and
administrative activities at our owned and leased facilities. We
currently lease approximately 236,000 square feet of
laboratory and office space in Tarrytown, New York. We own a
facility in Rensselaer, New York, consisting of two buildings
totaling approximately 123,500 square feet of research,
manufacturing, office, and warehouse space. We also lease an
additional 75,000 square feet of manufacturing, office, and
warehouse space in Rensselaer.
21
The following table summarizes the information regarding our
current property leases:
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Current Monthly
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Square
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Base Rental
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Renewal Option
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Location
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Footage
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Expiration
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Charges(1)
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Available
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Tarrytown
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162,000
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December 31, 2007
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$
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207,000
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None
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Tarrytown
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74,000
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December 31, 2009
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$
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146,000
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One
5-year term
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Rensselaer
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75,000
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July 11, 2007
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$
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25,000
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Two
5-year terms
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(1) |
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Excludes additional rental charges for utilities, taxes, and
operating expenses, as defined. |
We believe that our existing owned and leased facilities are
adequate for our ongoing research, development, manufacturing,
and administrative activities.
In the future, we may lease, operate, or purchase additional
facilities in which to conduct expanded research and development
activities and manufacturing and commercial operations.
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Item 3.
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Legal
Proceedings
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In May 2003, securities class action lawsuits were commenced
against Regeneron and certain of our officers and directors in
the United States District Court for the Southern District of
New York. A consolidated amended class action complaint was
filed in October 2003. The complaint, which was purported to be
brought on behalf of a class consisting of investors in our
publicly traded securities between March 28, 2000 and
March 30, 2003, alleged that the defendants misstated or
omitted material information concerning the safety and efficacy
of AXOKINE, in violation of Sections 10(b) and 20(a) of the
Securities and Exchange Act of 1934 and
Rule 10b-5
promulgated thereunder.
On November 14, 2005, the United States District Court for
the Southern District of New York approved the terms of a
settlement between plaintiffs and Regeneron settling all claims
against us in this lawsuit. The settlement requires no payment
by us or any of the individual defendants named in the lawsuit.
Our primary insurance carrier agreed to make the required
payment under the settlement, the amount of which is immaterial
to us. The settlement includes no admission of wrongdoing by
Regeneron or any of the individual defendants. Separately, the
plaintiffs and the individual defendants named in the lawsuit
entered into a Stipulation of Voluntary Dismissal, which
dismissed all claims against the individuals with prejudice.
From time to time, we are a party to other legal proceedings in
the course of our business. We do not expect any such other
current legal proceedings to have a material adverse effect on
our business or financial condition.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
No matters were submitted to a vote of our security holders
during the last quarter of the fiscal year ended
December 31, 2005.
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity
Securities
|
Our Common Stock is quoted on The NASDAQ Stock Market under the
symbol REGN. Our Class A Stock, par value
$.001 per share, is not publicly quoted or traded.
22
The following table sets forth, for the periods indicated, the
range of high and low sales prices for the Common Stock as
reported by The NASDAQ Stock Market:
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
2004
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
17.00
|
|
|
$
|
12.80
|
|
Second Quarter
|
|
|
15.85
|
|
|
|
8.53
|
|
Third Quarter
|
|
|
10.80
|
|
|
|
6.76
|
|
Fourth Quarter
|
|
|
9.49
|
|
|
|
6.75
|
|
2005
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
9.36
|
|
|
$
|
4.75
|
|
Second Quarter
|
|
|
8.84
|
|
|
|
4.61
|
|
Third Quarter
|
|
|
10.67
|
|
|
|
7.36
|
|
Fourth Quarter
|
|
|
17.37
|
|
|
|
8.55
|
|
As of February 15, 2006, there were 586 shareholders
of record of our Common Stock and 53 shareholders of record
of our Class A Stock.
We have never paid cash dividends and do not anticipate paying
any in the foreseeable future.
The information under the heading Equity Compensation Plan
Information in our definitive proxy statement with respect
to our 2006 Annual Meeting of Shareholders to be filed with the
SEC is incorporated by reference into Item 12 of this
Report on
Form 10-K.
23
|
|
Item 6.
|
Selected
Financial Data
|
The selected financial data set forth below for the years ended
December 31, 2005, 2004, and 2003 and at December 31,
2005 and 2004 are derived from and should be read in conjunction
with our audited financial statements, including the notes
thereto, included elsewhere in this report. The selected
financial data for the years ended December 31, 2002 and
2001 and at December 31, 2003, 2002, and 2001 are derived
from our audited financial statements not included in this
report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
|
(In thousands, except per
share data)
|
|
|
Statement of Operations
Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract research and development
|
|
$
|
52,447
|
|
|
$
|
113,157
|
|
|
$
|
47,366
|
|
|
$
|
10,924
|
|
|
$
|
12,071
|
|
Research progress payments
|
|
|
|
|
|
|
42,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract manufacturing
|
|
|
13,746
|
|
|
|
18,090
|
|
|
|
10,131
|
|
|
|
11,064
|
|
|
|
9,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,193
|
|
|
|
174,017
|
|
|
|
57,497
|
|
|
|
21,988
|
|
|
|
21,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
155,581
|
|
|
|
136,095
|
|
|
|
136,024
|
|
|
|
124,953
|
|
|
|
92,542
|
|
Contract manufacturing
|
|
|
9,557
|
|
|
|
15,214
|
|
|
|
6,676
|
|
|
|
6,483
|
|
|
|
6,509
|
|
General and administrative
|
|
|
25,476
|
|
|
|
17,062
|
|
|
|
14,785
|
|
|
|
12,532
|
|
|
|
9,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190,614
|
|
|
|
168,371
|
|
|
|
157,485
|
|
|
|
143,968
|
|
|
|
108,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(124,421
|
)
|
|
|
5,646
|
|
|
|
(99,988
|
)
|
|
|
(121,980
|
)
|
|
|
(86,685
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other contract income
|
|
|
30,640
|
|
|
|
42,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income
|
|
|
10,381
|
|
|
|
5,478
|
|
|
|
4,462
|
|
|
|
9,462
|
|
|
|
13,162
|
|
Interest expense
|
|
|
(12,046
|
)
|
|
|
(12,175
|
)
|
|
|
(11,932
|
)
|
|
|
(11,859
|
)
|
|
|
(2,657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,975
|
|
|
|
36,053
|
|
|
|
(7,470
|
)
|
|
|
(2,397
|
)
|
|
|
10,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(95,446
|
)
|
|
$
|
41,699
|
|
|
$
|
(107,458
|
)
|
|
$
|
(124,377
|
)
|
|
$
|
(76,180
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share, basic
|
|
$
|
(1.71
|
)
|
|
$
|
0.75
|
|
|
$
|
(2.13
|
)
|
|
$
|
(2.83
|
)
|
|
$
|
(1.81
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share,
diluted
|
|
$
|
(1.71
|
)
|
|
$
|
0.74
|
|
|
$
|
(2.13
|
)
|
|
$
|
(2.83
|
)
|
|
$
|
(1.81
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
|
(In thousands)
|
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, marketable
securities, and restricted marketable securities (current and
non-current)
|
|
$
|
316,654
|
|
|
$
|
348,912
|
|
|
$
|
366,566
|
|
|
$
|
295,246
|
|
|
$
|
438,383
|
|
Total assets
|
|
|
423,501
|
|
|
|
473,108
|
|
|
|
479,555
|
|
|
|
391,574
|
|
|
|
495,397
|
|
Capital lease obligations and
notes payable, long-term portion
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
200,150
|
|
Stockholders equity
|
|
|
114,002
|
|
|
|
182,543
|
|
|
|
137,643
|
|
|
|
145,981
|
|
|
|
266,355
|
|
24
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Overview
We are a biopharmaceutical company that discovers, develops, and
intends to commercialize pharmaceutical products for the
treatment of serious medical conditions. We are currently
focused on three clinical development programs: VEGF Trap in
oncology, VEGF Trap-Eye in eye diseases using intraocular
delivery, and IL-1 Trap in certain systemic inflammatory
indications. The VEGF Trap oncology development program is being
developed jointly with the sanofi-aventis Group under a
September 2003 collaboration agreement. Our preclinical research
programs are in the areas of oncology and angiogenesis,
ophthalmology, metabolic and related diseases, muscle diseases
and disorders, inflammation and immune diseases, bone and
cartilage, pain, and cardiovascular diseases. We expect that our
next generation of product candidates will be based on our
proprietary technologies for developing Traps and Human
Monoclonal Antibodies.
Developing and commercializing new medicines entails significant
risk and expense. Since inception we have not generated any
sales or profits from the commercialization of any of our
product candidates and may never receive such revenues. Before
revenues from the commercialization of our product candidates
can be realized, we (or our collaborators) must overcome a
number of hurdles which include successfully completing research
and development and obtaining regulatory approval from the FDA
and regulatory authorities in other countries. In addition, the
biotechnology and pharmaceutical industries are rapidly evolving
and highly competitive, and new developments may render our
products and technologies uncompetitive or obsolete.
From inception on January 8, 1988 through December 31,
2005, we had a cumulative loss of $585.3 million. In the
absence of revenues from the commercialization of our product
candidates or other sources, the amount, timing, nature, and
source of which cannot be predicted, our losses will continue as
we conduct our research and development activities. We expect to
incur substantial losses over the next several years as we
continue the clinical development of the VEGF Trap-Eye and IL-1
Trap; advance new product candidates into clinical development
from our existing research programs; continue our research and
development programs; and commercialize product candidates that
receive regulatory approval, if any. Also, our activities may
expand over time and require additional resources, and we expect
our operating losses to be substantial over at least the next
several years. Our losses may fluctuate from quarter to quarter
and will depend, among other factors, on the progress of our
research and development efforts, the timing of certain
expenses, and the amount and timing of payments that we receive
from collaborators.
As a company that does not expect to generate product revenues
or profits over the next several years, management of cash flow
is extremely important. The most significant use of our cash is
for research and development activities, which include drug
discovery, preclinical studies, clinical trials, and the
manufacture of drug supplies for preclinical studies and
clinical trials. In 2005, our research and development expenses
totaled $155.6 million. We expect these expenses to
increase 5-10% in 2006, depending on the progress of our
clinical programs. The principal sources of cash to-date have
been sales of common equity and convertible debt and funding
from our collaborators in the form of up-front payments,
research progress payments, payments for our research and
development activities, and purchases of our common stock. We
also receive payments for contract manufacturing.
A primary driver of our expenses is our number of full-time
employees. Our annual average headcount in 2005 was 696 compared
to 721 in 2004 and 675 in 2003. In 2006, we expect our annual
average headcount to decrease to approximately 600, primarily as
a result of reductions made in the fourth quarter of 2005 and
planned for mid-2006. The workforce reductions, which we
announced in September 2005, are associated with narrowing the
focus of our research and development efforts, substantial
improvements in manufacturing productivity, the June 2005
expiration of our collaboration with Procter & Gamble,
and the expected completion of contract manufacturing for Merck
in late 2006.
25
The planning, execution, and results of our clinical programs
are significant factors that can affect our operating and
financial results. In our clinical programs, key events in 2005
and plans for 2006 are as follows:
|
|
|
|
|
Product candidate
|
|
2005 Events
|
|
2006 Events/Plans
|
|
VEGF Trap
Oncology
|
|
Sanofi-aventis
reaffirmed their commitment to the collaborative development of
the VEGF Trap in oncology
Reported positive preliminary results of
phase 1 trial utilizing intravenous injections
Initiated three phase 1 studies of the
VEGF Trap in combination with standard chemotherapy
regimens
|
|
Initiate two
additional safety and tolerability studies of the VEGF Trap in
combination with standard chemotherapy regimens
Initiated phase 2 study of the VEGF
Trap as a single agent in non-small cell lung adenocarcinoma
Initiate two efficacy/safety studies of the
VEGF Trap as a single agent in advanced ovarian cancer and
symptomatic malignant ascites
|
|
|
|
|
Initiate two
efficacy/safety studies of the VEGF Trap in combination with
standard chemotherapy regimens in patients with different cancer
types
|
|
|
|
|
Finalize plans
with the NCI to sponsor up to ten exploratory efficacy/safety
studies evaluating the VEGF Trap in a variety of cancer types
|
|
VEGF Trap Eye
|
|
Reported positive results from
phase 1 trial in patients with the neovascular form of age-related macular degeneration (wet AMD) utilizing intravenous infusions
Initiated phase 1 study in patients with wet AMD utilizing local delivery
by intravitreal injections
|
|
Reported
positive preliminary results from phase 1 study in
patients with wet AMD utilizing local delivery by intravitreal
injections
Initiate a phase 1, part B study in
patients with wet AMD, comparing safety, tolerability, and
biological activity of the VEGF Trap-Eye to
Macugen®
|
|
|
|
|
Initiate phase
2 clinical trial in wet AMD utilizing intravitreal
injections
|
|
IL-1 Trap
|
|
Completed
safety and tolerability studies of IL-1 Trap at higher doses
|
|
Complete
efficacy portion of pivotal study in CAPS
|
|
|
Initiated
exploratory proof-of-concept trial in polymyalgia rheumatica
(PMR)
Initiated exploratory proof-of-concept trial in Systemic Juvenile Idiopathic Arthritis (SJIA)
|
|
Evaluate other
indications for the IL-1 Trap
|
26
|
|
|
|
|
Product candidate
|
|
2005 Events
|
|
2006 Events/Plans
|
|
IL-1 Trap (continued)
|
|
Successfully
completed initial treatment phase of
proof-of-concept
study in CIAS1-Associated Periodic Syndrome (CAPS)
|
|
|
|
|
Initiated
pivotal study in CAPS
|
|
|
|
|
Discontinued
development of
IL-1 Trap in
adult rheumatoid arthritis and osteoarthritis
|
|
|
Collaborations
Our major collaboration agreements with sanofi-aventis, Novartis
Pharma AG, and The Procter & Gamble Company are
summarized below.
The
sanofi-aventis Group
In September 2003, we entered into a collaboration agreement
with Aventis Pharmaceuticals Inc. (now a member of the
sanofi-aventis Group) to collaborate on the development and
commercialization of the VEGF Trap in all countries other than
Japan, where we retained the exclusive right to develop and
commercialize the VEGF Trap. Sanofi-aventis made a
non-refundable up-front payment of $80.0 million and
purchased 2,799,552 newly issued unregistered shares of our
Common Stock for $45.0 million.
In January 2005, we and sanofi-aventis amended our collaboration
agreement to exclude rights to develop and commercialize the
VEGF Trap for intraocular delivery to the eye. In connection
with this amendment, sanofi-aventis made a $25.0 million
non-refundable payment to us.
In December 2005, we and sanofi-aventis amended our
collaboration agreement to expand the territory in which the
companies are collaborating on the development of the VEGF Trap
to include Japan. As a result, the collaboration now includes
joint development of the VEGF Trap throughout the world in all
indications, except for intraocular delivery to the eye. In
connection with this amendment, sanofi-aventis agreed to make a
$25.0 million non-refundable up-front payment to us, which
was received in January 2006. We may also receive up to
$40.0 million in milestone payments upon receipt of
specified marketing approvals for up to five VEGF Trap
indications in Japan and a royalty of approximately 35% on
annual sales of the VEGF Trap in Japan, subject to certain
potential adjustments.
Under the collaboration agreement, as amended, we and
sanofi-aventis will share co-promotion rights and profits on
sales, if any, of the VEGF Trap outside of Japan, for disease
indications included in our collaboration. We may also receive
up to $400.0 million in additional milestone payments upon
receipt of specified marketing approvals, including up to
$360.0 million in milestone payments for up to eight VEGF
Trap indications in the United States or the European Union. In
December 2004, we earned a $25.0 million payment from
sanofi-aventis, which was received in January 2005, upon the
achievement of an early-stage clinical milestone.
Regeneron has agreed to continue to manufacture clinical
supplies of the VEGF Trap at our plant in Rensselaer, New York.
Sanofi-aventis has agreed to be responsible for providing
commercial scale manufacturing capacity for the VEGF Trap.
Under the collaboration agreement, as amended, agreed upon
worldwide development expenses incurred by both companies during
the term of the agreement will be funded by sanofi-aventis. If
the collaboration becomes profitable, we will be obligated to
reimburse sanofi-aventis for 50% of these development expenses,
including 50% of the $25.0 million payment received in
connection with the January 2005 amendment to our collaboration
agreement, in accordance with a formula based on the amount of
development expenses and our share of the collaboration profits
and Japan royalties, or at a faster rate at our option. Since
inception of the collaboration through December 31, 2005,
we and sanofi-aventis have incurred $130.5 million in
agreed upon development expenses related to the VEGF Trap
program. In addition, if the first commercial sale of a VEGF
Trap product for intraocular delivery to the eye predates the
first commercial sale of a VEGF Trap product under the
collaboration by
27
two years, we will begin reimbursing sanofi-aventis for up to
$7.5 million of VEGF Trap development expenses in
accordance with a formula until the first commercial VEGF Trap
sale under the collaboration occurs.
Sanofi-aventis has the right to terminate the agreement without
cause with at least twelve months advance notice. Upon
termination of the agreement for any reason, any remaining
obligation to reimburse sanofi-aventis for 50% of the VEGF Trap
development expenses will terminate and we will retain all
rights to the VEGF Trap.
Novartis
Pharma AG
In March 2003, we entered into a collaboration agreement with
Novartis to jointly develop and commercialize the IL-1 Trap.
Novartis made a non-refundable payment of $27.0 million and
purchased 7,527,050 newly issued unregistered shares of our
Common Stock for $48.0 million.
IL-1 Trap development expenses incurred in 2003 were shared
equally by Regeneron and Novartis. We funded our share of 2003
development expenses through loans from Novartis. In March 2004,
Novartis forgave its outstanding loans to us totaling
$17.8 million, including accrued interest, based on
Regenerons achieving a pre-defined development milestone,
which was recognized as a research progress payment.
In February 2004, Novartis provided notice of its intention not
to proceed with the joint development of the
IL-1 Trap,
and subsequently paid us $42.75 million to satisfy its
obligation to fund development costs for the nine month period
following its notification and for the two months prior to that
notice. All rights to the IL-1 Trap have reverted to Regeneron.
In addition, we recognized contract research and development
revenue of $22.1 million, which represents the remaining
amount of the March 2003 up-front payment from Novartis that had
previously been deferred. Under the collaboration agreement, we
retain the right to elect to collaborate in the future
development and commercialization of a Novartis IL-1 antibody,
which is in clinical development, and Novartis has the right to
elect to collaborate in the development and commercialization of
our second generation IL-1 Trap, should we decide to develop
this product candidate.
The
Procter & Gamble Company
In May 1997, we entered into a long-term collaboration agreement
with Procter & Gamble to discover, develop, and
commercialize pharmaceutical products. In connection with the
collaboration, Procter & Gamble agreed to provide
funding in support of our research efforts related to the
collaboration. Effective December 31, 2000, we and
Procter & Gamble entered into a new long-term
collaboration agreement, replacing the companies 1997
agreement. The new agreement extended Procter &
Gambles obligation to fund our research under the new
collaboration agreement through December 2005, with no further
research obligations by either party thereafter. We and
Procter & Gamble divided rights to the programs from
the 1997 collaboration agreement that were no longer part of the
companies collaboration. Under the December 2000
agreement, research support from Procter & Gamble was
$2.5 million per quarter, plus annual adjustments for
inflation, through December 2005.
In June 2005, we and Procter & Gamble amended our
December 2000 collaboration agreement. Under the terms of the
modified agreement, the two companies agreed that the research
activities being pursued under the collaboration agreement were
completed on June 30, 2005, six months prior to the
December 31, 2005 expiration date in the collaboration
agreement. Procter & Gamble agreed to make a one-time
$5.6 million payment to Regeneron, which was received in
July 2005, and to fund our research under the agreement through
the second quarter of 2005. We agreed to pay Procter &
Gamble approximately $1.0 million to acquire certain
capital equipment owned by Procter & Gamble and located
at our facilities. We and Procter & Gamble divided
rights to research programs and preclinical product candidates
that were developed during the research term of the
collaboration. Neither party has the right to participate in the
development or commercialization of the other partys
product candidates. We are entitled to receive royalties based
on any future product sales of a Procter & Gamble
preclinical candidate arising from the collaboration. Neither
party is entitled to receive either royalties or other payments
based on any other products arising from the December 2000
collaboration agreement.
Accounting
for Stock-based Employee Compensation
Effective January 1, 2005, we adopted the fair value based
method of accounting for stock-based employee compensation under
the provisions of Statement of Financial Accounting Standards
No. (SFAS) 123, Accounting for Stock-Based Compensation,
using the modified prospective method as described in
SFAS 148, Accounting for Stock-Based
Compensation Transition and Disclosure. As
a result, effective January 1, 2005, we have been
28
recognizing expense, in an amount equal to the fair value of
share-based payments (including stock option awards) on their
date of grant, over the vesting period of the awards. Under the
modified prospective method, we recognize compensation expense
for (a) all share based payments granted on or after
January 1, 2005, (including replacement options granted
under our stock option exchange program which concluded on
January 5, 2005) and (b) all awards granted to
employees prior to January 1, 2005 that were unvested on
that date. Prior to the adoption of the fair value method, we
accounted for stock-based compensation to employees under the
intrinsic value method of accounting set forth in Accounting
Principles Board Opinion No. (APB) 25, Accounting for
Stock Issued to Employees, and related interpretations.
Therefore, compensation expense related to employee stock
options was not reflected in operating expenses in any period
prior to the first quarter of 2005 and prior period operating
results have not been restated. For the year ended
December 31, 2005, non-cash stock-based employee
compensation expense related to stock options awards (Stock
Option Expense) totaled $20.0 million, of which
$19.9 million was recognized in operating expenses and
$0.1 million was capitalized in inventory.
Assumptions
We use the Black-Scholes model to estimate the fair value of
each option granted under the Regeneron Pharmaceuticals, Inc.
2000 Long-Term Incentive Plan. Using this model, fair value is
calculated based on assumptions with respect to
(i) expected volatility of our Common Stock price,
(ii) the periods of time over which employees and members
of our board of directors are expected to hold their options
prior to exercise (expected lives), (iii) expected dividend
yield on our Common Stock, and (iv) risk-free interest
rates, which are based on quoted U.S. Treasury rates for
securities with maturities approximating the options
expected lives. Expected volatility, which is re-evaluated at
least quarterly, has been estimated based on actual movements in
our stock price over the most recent historical periods
equivalent to the options expected lives. Expected lives
are principally based on our limited historical exercise
experience with option grants with similar exercise prices. The
expected dividend yield is zero as we have never paid dividends
and do not currently anticipate paying any in the foreseeable
future. The following table summarizes the weighted average
values of the assumptions we used in computing the fair value of
option grants during 2005, 2004 and 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Expected volatility
|
|
|
71%
|
|
|
|
80%
|
|
|
|
80%
|
|
Expected lives from grant date
|
|
|
5.9 years
|
|
|
|
7.5 years
|
|
|
|
7.3 years
|
|
Dividend yield
|
|
|
0%
|
|
|
|
0%
|
|
|
|
0%
|
|
Risk-free interest rate
|
|
|
4.16%
|
|
|
|
4.03%
|
|
|
|
3.75%
|
|
Changes in any of these estimates may materially affect the fair
value of stock options granted and the amount of stock-based
compensation recognized in any period.
Results
of Operations
Non-GAAP Financial
Measures:
As described above, effective January 1, 2005, Regeneron
began recognizing Stock Option Expense in accordance with
SFAS 123 in each of the categories of expense in our
Statement of Operations. Prior to the adoption of SFAS 123,
Stock Option Expense was not reflected in operating expenses and
prior period operating results have not been restated.
The discussion of our results of operations for the years ended
December 31, 2005 and 2004 includes certain financial
measures that are calculated in a manner different from
generally accepted accounting principles (GAAP) and are
considered non-GAAP financial measures under United States
Securities and Exchange Commission (SEC) rules. These non-GAAP
financial measures for the year ended December 31, 2005
are: (1) pro forma net loss and pro forma net loss per
share (basic and diluted), exclusive of Stock Option Expense,
and (2) research and development expenses, general and
administrative expenses, and contract manufacturing expenses,
all exclusive of Stock Option Expense. Our management does not
intend that the presentation of non-GAAP financial measures be
considered in isolation or as a substitute for results prepared
in accordance with GAAP.
29
Our management believes that the non-GAAP financial measures
described above present helpful information to investors and
other users of Regenerons financial statements by
providing greater transparency about the nature of and trends in
our operating expenses and net income (loss) and a more useful
basis for comparing our operating results for the years ended
December 31, 2005 and 2004. In addition, Regenerons
management uses non-GAAP financial measures which exclude Stock
Option Expense internally for operating, budgeting, and
financial planning purposes. In our discussion below we have
included tables which provide a reconciliation of the
differences between these non-GAAP financial measures and the
most directly comparable financial measures calculated and
presented in accordance with GAAP.
Years
Ended December 31, 2005 and 2004
Net
Income (Loss):
Regeneron reported a net loss of $95.4 million, or
$1.71 per share (basic and diluted), for the year ended
December 31, 2005, compared with net income of
$41.7 million, or $0.75 per basic share and
$0.74 per diluted share, for 2004. Excluding Stock Option
Expense, Regeneron had a pro forma net loss of
$75.5 million, or $1.35 per share (basic and diluted),
in 2005 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss per
Share
|
|
For the year ended
December 31, 2005
|
|
Net Loss
|
|
|
Basic and Diluted
|
|
|
|
(In millions, except per
share data)
|
|
|
Net loss, as reported
|
|
$
|
(95.4
|
)
|
|
$
|
(1.71
|
)
|
Add: Stock Option Expense
|
|
|
19.9
|
|
|
|
0.36
|
|
|
|
|
|
|
|
|
|
|
Pro forma net loss, exclusive of
Stock Option Expense
|
|
$
|
(75.5
|
)
|
|
$
|
(1.35
|
)
|
|
|
|
|
|
|
|
|
|
Revenues:
Revenues for the years ended December 31, 2005 and 2004
consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
|
(In millions)
|
|
|
Contract research &
development revenue
|
|
|
|
|
|
|
|
|
Sanofi-aventis
|
|
$
|
43.4
|
|
|
$
|
78.3
|
|
Novartis
|
|
|
|
|
|
|
22.1
|
|
Procter & Gamble
|
|
|
6.0
|
|
|
|
10.5
|
|
Other
|
|
|
3.1
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
Total contract research &
development revenue
|
|
|
52.5
|
|
|
|
113.1
|
|
|
|
|
|
|
|
|
|
|
Research progress payments
|
|
|
|
|
|
|
|
|
Sanofi-aventis
|
|
|
|
|
|
|
25.0
|
|
Novartis
|
|
|
|
|
|
|
17.8
|
|
|
|
|
|
|
|
|
|
|
Total research progress payments
|
|
|
|
|
|
|
42.8
|
|
|
|
|
|
|
|
|
|
|
Contract manufacturing revenue
|
|
|
13.7
|
|
|
|
18.1
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
66.2
|
|
|
$
|
174.0
|
|
|
|
|
|
|
|
|
|
|
Our total revenue decreased to $66.2 million in 2005 from
$174.0 million in 2004, due primarily to lower revenues
related to our collaboration with sanofi-aventis on the VEGF
Trap and the absence in the 2005 period of revenues related to
our collaboration with Novartis on the IL-1 Trap which ended in
2004. Collaboration revenue earned from sanofi-aventis and
Novartis is comprised of contract research and development
revenue and research progress payments. Contract research and
development revenue, as detailed below, consists partly of
reimbursement for research and development expenses and partly
of the recognition of revenue related to non-refundable,
up-front payments. Non-refundable up-front payments are recorded
as deferred revenue and recognized ratably over
30
the period over which we are obligated to perform services in
accordance with Staff Accounting Bulletin No. 104,
Revenue Recognition (SAB 104) (see Critical
Accounting Policies and Significant Judgments and Estimates).
Contract research & development revenues earned from
sanofi-aventis and Novartis for 2005 and 2004 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up-front Payments to
Regeneron
|
|
|
|
|
|
|
2005 Regeneron
|
|
|
|
|
|
Amount
|
|
|
Deferred Revenue at
|
|
|
Total Revenue
|
|
|
|
Expense
|
|
|
Total
|
|
|
Recognized
|
|
|
December 31,
|
|
|
Recognized
|
|
|
|
Reimbursement
|
|
|
Payments
|
|
|
in 2005
|
|
|
2005
|
|
|
in 2005
|
|
|
|
(In millions)
|
|
|
Sanofi-aventis
|
|
$
|
33.9
|
|
|
$
|
105.0
|
|
|
$
|
9.5
|
|
|
$
|
81.3
|
|
|
$
|
43.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up-front Payments to
Regeneron
|
|
|
|
|
|
|
2004 Regeneron
|
|
|
|
|
|
Amount
|
|
|
Deferred Revenue at
|
|
|
Total Revenue
|
|
|
|
Expense
|
|
|
Total
|
|
|
Recognized
|
|
|
December 31,
|
|
|
Recognized
|
|
|
|
Reimbursement
|
|
|
Payment
|
|
|
in 2004
|
|
|
2004
|
|
|
in 2004
|
|
|
|
(In millions)
|
|
|
Sanofi-aventis
|
|
$
|
67.8
|
|
|
$
|
80.0
|
|
|
$
|
10.5
|
|
|
$
|
65.8
|
|
|
$
|
78.3
|
|
Novartis
|
|
|
|
|
|
|
27.0
|
|
|
|
22.1
|
|
|
|
|
|
|
|
22.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
67.8
|
|
|
$
|
107.0
|
|
|
$
|
32.6
|
|
|
$
|
65.8
|
|
|
$
|
100.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sanofi-aventis reimbursement of Regeneron VEGF Trap
expenses decreased in 2005 compared to 2004, primarily due to
lower clinical supply manufacturing costs in 2005. We
manufactured clinical supplies of the VEGF Trap throughout 2004,
but only manufactured VEGF Trap clinical supplies during the
fourth quarter of 2005. In the first quarter of 2004, Novartis
provided notice of its intention not to proceed with the joint
development of the IL-1 Trap and the remaining balance of the
$27.0 million up-front payment received from Novartis in
March 2003 was recognized as contract research and development
revenue. Since the first quarter of 2004, we have not received,
and do not expect to receive, any further contract research and
development revenue from Novartis.
Contract research and development revenue earned from
Procter & Gamble also decreased in 2005 compared to
2004, resulting from the June 2005 amendment to our December
2000 collaboration agreement with Procter & Gamble, as
described above under Collaborations The
Procter & Gamble Company. Under the terms of the
modified agreement, Procter & Gamble funded
Regenerons research for the first two quarters of 2005,
compared with a full year of collaborative research funding in
2004. We do not expect to receive any further contract research
and development revenue from Procter & Gamble.
In December 2004, we earned a $25.0 million research
progress payment from sanofi-aventis, which was received in
January 2005, upon achievement of an early-stage VEGF Trap
clinical milestone. In March 2004, Novartis forgave all of its
outstanding loans, including accrued interest, to Regeneron
totaling $17.8 million, based upon Regenerons
achieving a pre-defined IL-1 Trap development milestone. These
amounts were recognized as research progress payments in 2004.
Contract manufacturing revenue relates to our long-term
agreement with Merck, which expires in October 2006, to
manufacture a vaccine intermediate at our Rensselaer, New York
facility. Contract manufacturing revenue decreased to
$13.7 million in 2005 from $18.1 million in 2004,
principally due to a decrease in product shipments to Merck in
2005 compared to 2004. Revenue and the related manufacturing
expense are recognized as product is shipped, after acceptance
by Merck. Included in contract manufacturing revenue in 2005 and
2004 are $1.4 million and $3.6 million, respectively,
of deferred revenue associated with capital improvement
reimbursements paid by Merck prior to commencement of
production. This deferred revenue is being recognized as product
is shipped to Merck based on the total amount of product
expected to be shipped over the term of the agreement. In
February 2005, we agreed to extend the manufacturing agreement
by one year through October 2006. As a result, in 2005 we began
recognizing the remaining deferred balance of Mercks
capital improvement reimbursements as of December 31, 2004,
which totaled $2.7 million, as revenue as product is
shipped to Merck, based upon Mercks order quantities
through October 2006.
31
Expenses:
Total operating expenses increased to $190.6 million in
2005 from $168.4 million in 2004. Operating expenses in
2005 include a total of $19.9 million of Stock Option
Expense, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
|
Expenses as
|
|
|
Stock Option
|
|
|
Expenses Exclusive of
|
|
|
Expenses as
|
|
Expenses
|
|
Reported
|
|
|
Expense
|
|
|
Stock Option Expense
|
|
|
Reported
|
|
|
|
(In millions)
|
|
|
Research and development
|
|
$
|
155.6
|
|
|
$
|
11.9
|
|
|
$
|
143.7
|
|
|
$
|
136.1
|
|
Contract manufacturing
|
|
|
9.6
|
|
|
|
0.4
|
|
|
|
9.2
|
|
|
|
15.2
|
|
General and administrative
|
|
|
25.4
|
|
|
|
7.6
|
|
|
|
17.8
|
|
|
|
17.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
190.6
|
|
|
$
|
19.9
|
|
|
$
|
170.7
|
|
|
$
|
168.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition, $0.1 million of Stock Option Expense was
capitalized into inventory, for a total of $20.0 million of
Stock Option Expense recognized during the year ended
December 31, 2005. Stock Option Expense was not included in
operating expenses in 2004, as reported in our Statement of
Operations. In 2004, had we adopted the fair value based method
of accounting for stock-based employee compensation under the
provisions of SFAS 123, Stock Option Expense would have
totaled $33.6 million. The decrease in total Stock Option
Expense of $13.6 million in 2005 was partly due to lower
exercise prices of annual employee option grants made by us in
December 2004 in comparison to the exercise prices of annual
grants in recent prior years. Exercise prices of these option
grants were generally equal to the fair market value of our
Common Stock on the date of grant. The decrease in Stock Option
Expense in 2005 was also due, in part, to the exchange of
options by eligible employees in connection with our stock
option exchange program in January 2005, as the unamortized fair
value of the surrendered options on the date of the exchange is
being recognized as Stock Option Expense over a longer time
period (the vesting period of the replacement options) in
accordance with SFAS 123.
Research
and Development Expenses:
Research and development expenses, exclusive of Stock Option
Expense, increased to $143.7 million for the year ended
December 31, 2005 from $136.1 million for 2004. The
following table summarizes the major categories of our research
and development expenses for the years ended December 31,
2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
|
Expenses as
|
|
|
Stock Option
|
|
|
Expenses Exclusive of
|
|
|
Expenses as
|
|
Research and development
expenses
|
|
Reported
|
|
|
Expense
|
|
|
Stock Option Expense
|
|
|
Reported(2)
|
|
|
|
(In millions)
|
|
|
Payroll and benefits
|
|
$
|
59.2
|
|
|
$
|
10.9
|
|
|
$
|
48.3
|
|
|
$
|
43.6
|
|
Clinical trial expenses
|
|
|
18.2
|
|
|
|
|
|
|
|
18.2
|
|
|
|
10.3
|
|
Clinical manufacturing
costs (1)
|
|
|
33.6
|
|
|
|
1.0
|
|
|
|
32.6
|
|
|
|
36.4
|
|
Research and preclinical
development costs
|
|
|
20.7
|
|
|
|
|
|
|
|
20.7
|
|
|
|
23.1
|
|
Occupancy and other operating costs
|
|
|
23.9
|
|
|
|
|
|
|
|
23.9
|
|
|
|
22.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total research and development
|
|
$
|
155.6
|
|
|
$
|
11.9
|
|
|
$
|
143.7
|
|
|
$
|
136.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the full cost of manufacturing drug for use in
research, preclinical development, and clinical trials,
including related payroll and benefits, manufacturing materials
and supplies, depreciation, and occupancy costs of our
Rensselaer manufacturing facility. |
|
(2) |
|
In 2004, research and development expenses as reported in our
Statement of Operations did not include Stock Option Expense. |
32
Payroll and benefits, exclusive of Stock Option Expense,
increased $4.7 million in 2005 from 2004 due primarily to
2005 wage and salary increases, higher employee benefit costs,
and severance costs (totaling $2.2 million in
2005) associated with our workforce reduction plan that we
initiated in October 2005. Clinical trial expenses increased
$7.9 million in 2005 from 2004 due primarily to higher IL-1
Trap costs associated with commencing clinical studies in new
indications and discontinuing the Phase 2b study in adult
rheumatoid arthritis. Clinical manufacturing costs, exclusive of
Stock Option Expense, decreased $3.8 million in 2005 from
2004, as lower costs in 2005 related to manufacturing clinical
supplies of the VEGF Trap and the IL-4/13 Trap were partly
offset by higher costs related to manufacturing clinical
supplies of the IL-1 Trap. Research and preclinical development
costs decreased $2.4 million in 2005 from 2004, due
primarily to lower VEGF Trap preclinical development costs and
lower costs for general research supplies in 2005. Occupancy and
other operating costs increased by $1.2 million in 2005
from 2004, due primarily to higher costs for utilities, taxes,
and operating expenses associated with our leased research
facilities in Tarrytown, New York.
Contract
Manufacturing Expenses:
Contract manufacturing expenses, exclusive of Stock Option
Expense, decreased to $9.2 million in 2005, compared to
$15.2 million in 2004, primarily because we shipped less
product to Merck in 2005 and we incurred unfavorable
manufacturing costs in 2004, which were expensed in the period
incurred.
General
and Administrative Expenses:
General and administrative expenses, exclusive of Stock Option
Expense, increased to $17.8 million in 2005 from
$17.1 million in 2004, as 2005 administrative wage and
salary increases, higher employee benefits costs and higher
administrative facility costs were partly offset by
(i) lower legal expenses related to Company litigation and
general corporate matters and (ii) lower professional fees,
principally associated with accounting and other services
related to our first year of compliance in 2004 with the
requirements of Section 404 of the Sarbanes-Oxley Act of
2002.
Other
Income and Expense:
In June 2005, we and Procter & Gamble amended our
collaboration agreement and agreed that the research activities
of both companies under the collaboration agreement were
completed. In connection with the amendment, Procter &
Gamble made a one-time $5.6 million payment to us, which we
recognized as other contract income in 2005. In January 2005, we
and sanofi-aventis amended our collaboration agreement to
exclude rights to develop and commercialize the VEGF Trap for
intraocular delivery to the eye. In connection with the
amendment, sanofi-aventis made a one-time $25.0 million
payment to us, which we recognized as other contract income in
2005. In the first quarter of 2004, Novartis notified us of its
decision to forgo its right under the collaboration to jointly
develop the IL-1 Trap and subsequently paid us
$42.75 million to satisfy its obligation to fund
development costs for the IL-1 Trap for the nine-month period
following its notification and for the two months prior to that
notice. The $42.75 million was included in other contract
income in 2004.
Investment income increased to $10.4 million in 2005 from
$5.5 million in 2004, due primarily to higher effective
interest rates on investment securities in 2005. Interest
expense decreased slightly to $12.0 million in 2005 from
$12.2 million in 2004. Interest expense is attributable
primarily to $200.0 million of convertible notes issued in
October 2001, which mature in 2008 and bear interest at
5.5% per annum.
33
Years
Ended December 31, 2004 and 2003
Revenues:
Revenues for the years ended December 31, 2004 and 2003
consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
2003
|
|
|
|
(In millions)
|
|
|
Contract research &
development revenue
|
|
|
|
|
|
|
|
|
Sanofi-aventis
|
|
$
|
78.3
|
|
|
$
|
14.3
|
|
Novartis
|
|
|
22.1
|
|
|
|
21.4
|
|
Procter & Gamble
|
|
|
10.5
|
|
|
|
10.6
|
|
Other
|
|
|
2.2
|
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
Total contract research &
development revenue
|
|
|
113.1
|
|
|
|
47.4
|
|
|
|
|
|
|
|
|
|
|
Research progress payments
|
|
|
|
|
|
|
|
|
Sanofi-aventis
|
|
|
25.0
|
|
|
|
|
|
Novartis
|
|
|
17.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total research progress payments
|
|
|
42.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract manufacturing revenue
|
|
|
18.1
|
|
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
174.0
|
|
|
$
|
57.5
|
|
|
|
|
|
|
|
|
|
|
Our total revenue increased to $174.0 million in 2004 from
$57.5 million in 2003, due primarily to higher revenues
related to our collaboration with sanofi-aventis on the VEGF
Trap and our prior collaboration with Novartis on the IL-1 Trap.
Collaboration revenue earned from sanofi-aventis and Novartis is
comprised of contract research and development revenue and
research progress payments. Contract research and development
revenue, as detailed below, consists partly of reimbursement for
research and development expenses and partly of the recognition
of revenue related to non-refundable, up-front payments.
Non-refundable up-front payments are recorded as deferred
revenue and recognized ratably over the period over which we are
obligated to perform services in accordance with SAB 104
(see Critical Accounting Policies and Significant Judgments and
Estimates). In the first quarter of 2004, Novartis provided
notice of its intention not to proceed with the joint
development of the IL-1 Trap and the $22.1 million
remaining balance of the $27.0 million up-front payment
received from Novartis in March 2003 was recognized as contract
research and development revenue.
Sanofi-aventis and Novartis contract research &
development revenues for 2004 and 2003 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up-front Payments to
Regeneron
|
|
|
|
2004 Regeneron
|
|
|
|
|
|
|
|
|
Deferred Revenue at
|
|
|
Total Revenue
|
|
|
|
Expense
|
|
|
Total
|
|
|
Amount Recognized
|
|
|
December 31,
|
|
|
Recognized
|
|
|
|
Reimbursement
|
|
|
Payment
|
|
|
in 2004
|
|
|
2004
|
|
|
in 2004
|
|
|
|
(In millions)
|
|
|
Sanofi-aventis
|
|
$
|
67.8
|
|
|
$
|
80.0
|
|
|
$
|
10.5
|
|
|
$
|
65.8
|
|
|
$
|
78.3
|
|
Novartis
|
|
|
|
|
|
|
27.0
|
|
|
|
22.1
|
|
|
|
|
|
|
|
22.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
67.8
|
|
|
$
|
107.0
|
|
|
$
|
32.6
|
|
|
$
|
65.8
|
|
|
$
|
100.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up-front Payments to
Regeneron
|
|
|
|
2003 Regeneron
|
|
|
|
|
|
|
|
|
Deferred Revenue at
|
|
|
Total Revenue
|
|
|
|
Expense
|
|
|
Total
|
|
|
Amount Recognized
|
|
|
December 31,
|
|
|
Recognized
|
|
|
|
Reimbursement
|
|
|
Payment
|
|
|
in 2003
|
|
|
2003
|
|
|
in 2003
|
|
|
|
(In millions)
|
|
|
Sanofi-aventis
|
|
$
|
10.7
|
|
|
$
|
80.0
|
|
|
$
|
3.6
|
|
|
$
|
76.4
|
|
|
$
|
14.3
|
|
Novartis
|
|
|
16.5
|
|
|
|
27.0
|
|
|
|
4.9
|
|
|
|
22.1
|
|
|
|
21.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
27.2
|
|
|
$
|
107.0
|
|
|
$
|
8.5
|
|
|
$
|
98.5
|
|
|
$
|
35.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
In December 2004, we earned a $25.0 million research
progress payment from sanofi-aventis, which was received in
January 2005, upon achievement of an early-stage VEGF Trap
clinical milestone. In March 2004, Novartis forgave all its
outstanding loans, including accrued interest, to Regeneron
totaling $17.8 million, based upon Regenerons
achieving a pre-defined IL-1 Trap development milestone. These
amounts were recognized as research progress payments in 2004.
Contract manufacturing revenue relates to our long-term
agreement with Merck, which expires in October 2006. Contract
manufacturing revenue increased to $18.1 million in 2004
from $10.1 million in 2003, principally due to an increase
in product shipments to Merck in 2004 compared to 2003. Revenue
and the related manufacturing expense are recognized as product
is shipped, after acceptance by Merck. Included in contract
manufacturing revenue in 2004 and 2003 are $3.6 million and
$1.7 million, respectively, of deferred revenue associated
with capital improvement reimbursements paid by Merck prior to
commencement of production. This deferred revenue is being
recognized as product is shipped to Merck based on the total
amount of product expected to be shipped over the life of the
manufacturing agreement. In February 2005, we agreed to extend
the manufacturing agreement by one year through October 2006.
Research
and Development Expenses:
Research and development expenses increased slightly to
$136.1 million in 2004 from $136.0 million in 2003.
The following table summarizes the major categories of our
research and development expenses for the years ended
December 31, 2004 and 2003:
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
2003
|
|
|
|
(In millions)
|
|
|
Research and development expenses:
|
|
|
|
|
|
|
|
|
Payroll and benefits
|
|
$
|
43.6
|
|
|
$
|
38.5
|
|
Clinical trial expenses
|
|
|
10.3
|
|
|
|
25.0
|
|
Clinical manufacturing
costs (1)
|
|
|
36.4
|
|
|
|
29.8
|
|
Research and preclinical
development costs
|
|
|
23.1
|
|
|
|
19.6
|
|
Occupancy and other operating costs
|
|
|
22.7
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
Total research and development
|
|
$
|
136.1
|
|
|
$
|
136.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the full cost of manufacturing drug for use in
research, preclinical development, and clinical trials,
including related payroll and benefits, manufacturing materials
and supplies, depreciation, and occupancy costs of our
Rensselaer manufacturing facility. |
Payroll and benefits increased $5.1 million in 2004 from
2003 as we added research and development personnel to support
our clinical and research programs, especially for the VEGF Trap
and IL-1 Trap. Clinical trial expenses decreased
$14.7 million in 2004 from 2003 due primarily to the
completion of the double-blind treatment portion of our AXOKINE
phase 3 clinical trial for the treatment of obesity in
2003, the completion of other AXOKINE trials in 2004, and the
completion of our IL-4/13 Trap phase 1 trial in 2004. These
decreases were partly offset by higher clinical trial expenses
related to our VEGF Trap and IL-1 Trap clinical programs.
Clinical manufacturing costs increased $6.6 million in 2004
from 2003, as we manufactured supplies of our clinical product
candidates in our expanded Rensselaer manufacturing facility for
the full year of 2004. Research and preclinical development
costs increased $3.5 million due primarily to higher
preclinical development costs related to our VEGF Trap program
and higher research-related costs for outside services in 2004
than in 2003. Occupancy and other operating costs decreased
slightly by $0.4 million in 2004 from 2003 resulting
primarily from lower depreciation costs due to extending the
lease on our Tarrytown, New York facilities in early 2004.
Contract
Manufacturing Expenses:
Contract manufacturing expenses increased to $15.2 million
in 2004, compared to $6.7 million in 2003, primarily
because more product was shipped to Merck in 2004 and the
Company incurred unfavorable manufacturing costs, which were
expensed in the period incurred, in 2004 compared to 2003.
35
General
and Administrative Expenses:
General and administrative expenses increased to
$17.1 million in 2004 from $14.8 million in 2003, due
primarily to a $1.4 million increase in professional fees,
principally associated with accounting and other services
related to our efforts to comply with the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002. The
remainder of the 2004 increase was principally due to increases
in payroll and related costs associated, in part, with higher
administrative headcount in 2004 to support the Companys
operations.
Other
Income and Expense:
In the first quarter of 2004, Novartis notified us of its
decision to forego its right under our collaboration to jointly
develop the IL-1 Trap and subsequently paid us
$42.75 million to satisfy its obligation to fund
development costs for the IL-1 Trap for the nine-month period
following its notification and for the two months prior to that
notice. The $42.75 million was included in other contract
income in 2004.
Investment income increased to $5.5 million in 2004 from
$4.5 million in 2003 due primarily to higher effective
interest rates on investment securities. Interest expense
increased slightly to $12.2 million in 2004 from
$11.9 million in 2003. Interest expense is attributable
primarily to $200.0 million of convertible notes issued in
October 2001, which mature in 2008 and bear interest at
5.5% per annum.
Liquidity
and Capital Resources
Since our inception in 1988, we have financed our operations
primarily through offerings of our equity securities, a private
placement of convertible debt, revenue earned under our past and
present research and development and contract manufacturing
agreements, including our agreements with sanofi-aventis,
Novartis, Procter & Gamble, and Merck, and investment
income.
Change
in Classification
We have revised in our previously issued financial statements
included in this Report on
Form 10-K
the classification of our investments in auction rate securities
from cash and cash equivalents to short-term investments.
Auction rate securities are securities that have stated
maturities beyond three months, but are priced and traded as
short-term investments due to the liquidity provided through the
auction mechanism that generally resets interest rates every 28
or 35 days. The change in classification resulted in a
decrease in cash and cash equivalents and corresponding increase
in short-term marketable securities at each balance sheet date.
In addition, we revised our statements of cash flows included in
this Report on
Form 10-K
to reflect the purchases and sales of these securities as
investing activities rather than as a component of cash and cash
equivalents. This change in classification had no impact on our
previously reported current assets, net income (loss), or cash
flows from operations. We held no auction rate securities at
December 31, 2005.
The impact of the revision to the classification of our
investments in auction rate securities on previously reported
amounts for cash and cash equivalents and short-term marketable
securities at December 31, 2004 and 2003, and cash flows
provided by (used in) investing activities for the three month,
six month, and nine month
36
periods ended March 31, 2004, June 30, 2004, and
September 30, 2004, respectively, and the years ended
December 31, 2004 and 2003, is as follows:
|
|
|
|
|
|
|
|
|
Balance Sheet Impact at
December 31, 2004 and 2003
|
|
2004
|
|
|
2003
|
|
|
|
(In millions)
|
|
|
As originally reported:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
101.2
|
|
|
$
|
118.3
|
|
Short-term marketable securities
|
|
|
194.8
|
|
|
|
164.6
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
296.0
|
|
|
$
|
282.9
|
|
|
|
|
|
|
|
|
|
|
Revised to reflect auction rate
securities as short-term investments:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
95.2
|
|
|
$
|
97.5
|
|
Short-term marketable securities
|
|
|
200.8
|
|
|
|
185.4
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
296.0
|
|
|
$
|
282.9
|
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows Impact for the three month, six
month, and nine month periods ended March 31, June 30,
and September 30, 2004, respectively, and the years ended
December 31, 2004 and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2004
|
|
|
2004
|
|
|
2004
|
|
|
2004
|
|
|
2003
|
|
|
|
(In millions)
|
|
|
As originally reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in)
investing activities
|
|
$
|
70.2
|
|
|
$
|
1.2
|
|
|
$
|
(12.1
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(63.8
|
)
|
Revised to reflect auction rate
securities as short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in)
investing activities
|
|
$
|
73.2
|
|
|
$
|
4.2
|
|
|
$
|
(4.7
|
)
|
|
$
|
10.2
|
|
|
$
|
(49.6
|
)
|
These revised amounts, as applicable, are reflected in this
Annual Report on
Form 10-K
for the year ended December 31, 2005.
Years
Ended December 31, 2005 and 2004
Cash Used
in Operations:
At December 31, 2005, we had $316.7 million in cash,
cash equivalents, and marketable securities compared with
$348.9 million at December 31, 2004. In January 2006,
we received a $25.0 million up-front payment from
sanofi-aventis, which was receivable at December 31, 2005,
in connection with an amendment to our collaboration agreement
to include Japan. In January 2005, we received two
$25.0 million payments from sanofi-aventis. One payment was
related to a VEGF Trap clinical milestone that was earned in
2004. The second payment related to changes to our collaboration
agreement with sanofi-aventis that were made in January 2005.
Net cash used in operations was $30.3 million in 2005
compared to $16.9 million in 2004. In 2005, our net loss of
$95.4 million included $21.9 million of non-cash
stock-based employee compensation costs, of which
$19.9 million represents Stock Option Expense resulting
from our adoption of SFAS 123 in January 2005. Our deferred
revenue balances increased by $14.5 million in 2005
compared to 2004, due primarily to the January 2006
$25.0 million up-front payment from sanofi-aventis (as
described above), which was receivable at December 31,
2005, partly offset by 2005 revenue recognition of
$9.5 million from deferred sanofi-aventis up-front
payments. In addition,
end-of-year
accounts receivable balances decreased by $6.6 million in
2005 compared to 2004, due to lower amounts due from
sanofi-aventis for reimbursement of VEGF Trap development
expenses and the June 2005 completion of funding for Regeneron
research activities under our collaboration with
Procter & Gamble. In 2004, our net income of
$41.7 million included (i) the March 2004 forgiveness
of all outstanding loans from Novartis in an amount, including
accrued interest, of $17.8 million, which we recognized as
a research progress payment and (ii) revenue recognition of
(a) $10.5 million from the deferred $80.0 million
up-front payment received from sanofi-aventis in September 2003
and (b) $22.1 million which represents the remaining
deferred balance of the $27.0 million up-front payment
received from Novartis in March 2003. In addition,
end-of-year
accounts receivable
37
balances increased by $27.6 million in 2004 due primarily
to the $25.0 million milestone payment from sanofi- aventis
that was earned in 2004 and paid in January 2005. The majority
of cash used in operations in both 2005 and 2004 was to fund
research and development, primarily related to our clinical
programs.
In connection with our collaboration agreement with
sanofi-aventis to jointly develop and commercialize the VEGF
Trap, we have received up-front payments of $80.0 million
in September 2003 and $25.0 million in January 2006 (which
was receivable at December 31, 2005). Both up-front
payments were recorded to deferred revenue and are being
recognized as contract research and development revenue ratably
over the period during which we expect to perform services. In
2005 and 2004, we recognized $9.5 million and
$10.5 million of revenue, respectively, related to these
up-front payments and we anticipate, based on current VEGF Trap
product development plans, that we will recognize approximately
$12.2 million of revenue over each of the next 6 years
and approximately $2.8 million for the subsequent
3 years. Under the collaboration agreement, agreed upon
worldwide development expenses incurred by both companies under
the agreement will be funded by sanofi-aventis. Sanofi-aventis
funded $43.4 million, $67.8 million, and
$10.7 million, respectively, of our VEGF Trap development
costs in 2005, 2004, and 2003, of which $10.5 million,
$13.9 million, and $8.9 million, respectively, were
included in accounts receivable as of December 31, 2005,
2004, and 2003.
In both 2005 and 2004, we made two semi-annual interest payments
totaling $11.0 million per year on our convertible senior
subordinated notes.
Cash
Provided by Investing Activities:
Net cash provided by investing activities increased to
$115.5 million in 2005 from $10.2 million in 2004, due
primarily to an increase in sales or maturities of marketable
securities, net of purchases. In 2005, sales or maturities of
marketable securities exceeded purchases by $120.5 million,
whereas in 2004, sales or maturities of marketable securities
exceeded purchases by $16.4 million.
Cash
Provided by Financing Activities:
Cash provided by financing activities decreased to
$4.1 million in 2005 from $4.4 million in 2004. In
2005, cash provided by financing activities resulted from
issuances of Common Stock in connection with exercises of
employee stock options. In 2004, cash provided by financing
activities related primarily to 2004 borrowings under a loan
from Novartis. In accordance with our collaboration agreement
with Novartis, we elected to fund our share of 2003 IL-1 Trap
development expenses through a loan that was forgiven by
Novartis in March 2004, as described above. In the first quarter
of 2004, we drew $3.8 million, excluding interest, against
this loan facility for expenses incurred during 2003.
Collaboration
with the sanofi-aventis Group:
Under our collaboration agreement with sanofi-aventis, as
described under Collaborations above, agreed upon
worldwide VEGF Trap development expenses incurred by both
companies during the term of the agreement, including costs
associated with the manufacture of clinical drug supply, will be
funded by sanofi-aventis. If the collaboration becomes
profitable, we will be obligated to reimburse sanofi-aventis for
50% of these development expenses, including 50% of the
$25.0 million payment received in connection with the
January 2005 amendment to our collaboration agreement, in
accordance with a formula based on the amount of development
expenses and our share of the collaboration profits and Japan
royalties, or at a faster rate at our option. In addition, if
the first commercial sale of a VEGF Trap product for intraocular
delivery to the eye predates the first commercial sale of a VEGF
Trap product under the collaboration by two years, we will begin
reimbursing sanofi-aventis for up to $7.5 million of VEGF
Trap development expenses in accordance with a formula until the
first commercial VEGF Trap sale under the collaboration occurs.
Since inception of the collaboration agreement through
December 31, 2005, we and sanofi-aventis have incurred
$130.5 million in agreed upon development expenses related
to the VEGF Trap program. We and sanofi-aventis plan to initiate
in 2006 multiple additional clinical studies to evaluate the
VEGF Trap as both a single agent and in combination with other
therapies in various cancer indications.
38
Sanofi-aventis has the right to terminate the agreement without
cause with at least twelve months advance notice. Upon
termination of the agreement for any reason, any remaining
obligation to reimburse sanofi-aventis for 50% of the VEGF Trap
development expenses will terminate and we will retain all
rights to the VEGF Trap.
Severance
Costs:
In September 2005, we announced plans to reduce our workforce by
approximately 165 employees in connection with narrowing the
focus of our research and development efforts, substantial
improvements in manufacturing productivity, the June 2005
expiration of our collaboration with Procter & Gamble,
and the expected completion of contract manufacturing for Merck
in late 2006. The majority of the headcount reduction occurred
in the fourth quarter of 2005, with the remainder planned for
2006 following the completion of our contract manufacturing
activities for Merck.
Costs associated with the workforce reduction are comprised
principally of severance payments and related payroll taxes,
employee benefits, and outplacement services. Termination costs
related to 2005 workforce reductions were expensed in the fourth
quarter of 2005, and included $0.2 million of non-cash
expenses due to the accelerated vesting of certain stock options
and restricted stock held by affected employees. Estimated
termination costs associated with the planned workforce
reduction in 2006 were measured in October 2005 and are being
expensed ratably over the expected service period of the
affected employees in accordance with SFAS 146,
Accounting for Costs Associated with Exit or Disposal
Activities. We estimate that total costs associated with the
2005 and planned 2006 workforce reductions will approximate
$2.7 million, of which $2.2 million was charged to
expense in 2005 and approximately $0.5 million will be
recognized as expense in 2006. We anticipate cost savings of
approximately $8 million in 2006 resulting from the
implementation of our workforce reduction plans.
Convertible
Debt:
In 2001, we issued $200.0 million aggregate principal
amount of convertible senior subordinated notes in a private
placement and received proceeds, after deducting the initial
purchasers discount and out-of pocket expenses, of
$192.7 million. The notes bear interest at 5.5% per
annum, payable semi-annually, and mature in 2008. The notes are
convertible into shares of our Common Stock at a conversion
price of approximately $30.25 per share, subject to
adjustment in certain circumstances. We may redeem some or all
of the notes if the closing price of our Common Stock has
exceeded 140% of the conversion price then in effect for a
specified period of time.
As part of this transaction, we pledged $31.6 million of
U.S. government securities which was sufficient upon
receipt of scheduled principal and interest payments to provide
for the payment in full of the first six scheduled interest
payments on the notes when due, the last of which was paid in
October 2004.
Capital
Expenditures:
Our additions to property, plant, and equipment totaled
$4.7 million in 2005, $6.0 million in 2004, and
$16.9 million in 2003. In 2006, we expect to incur
approximately $5 to $7 million in capital expenditures
which primarily consists of equipment for our manufacturing,
development, and research activities.
Funding
Requirements:
Our total expenses for research and development from inception
through December 31, 2005 have been approximately
$1,013 million. We have entered into various agreements
related to our activities to develop and commercialize product
candidates and utilize our technology platforms, including
collaboration agreements, such as those with sanofi-aventis,
Novartis, and Procter & Gamble, and agreements to use
our
Velocigenetm
technology platform, such as our agreement with Serono S.A. We
incurred expenses associated with these agreements, which
include an allocable portion of general and administrative
costs, of $42.2 million, $75.3 million, and
$56.0 million in 2005, 2004, and 2003, respectively.
We expect to continue to incur substantial funding requirements
primarily for research and development activities (including
preclinical and clinical testing). We currently anticipate that
approximately 55%-65% of our expenditures for 2006 will be
directed toward the preclinical and clinical development of
product candidates,
39
including the VEGF Trap, VEGF Trap-Eye, and IL-1 Trap;
approximately 20%-25% of our expenditures for 2006 will be
applied to our basic research activities and the continued
development of our novel technology platforms; and the remainder
of our expenditures for 2006 will be used for capital
expenditures and general corporate purposes.
In connection with our funding requirements, the following table
summarizes our contractual obligations as of December 31,
2005 for leases and long-term debt. None of these obligations
extend beyond 3 years.
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Payments Due by Period
|
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Less than
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1 to 3
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Total
|
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one year
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years
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(In millions)
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Convertible Senior Subordinated
Notes Payable (1)
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$
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233.0
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$
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11.0
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$
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222.0
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Operating Leases (2)
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13.0
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4.8
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8.2
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(1) |
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Includes amounts representing interest. |
|
(2) |
|
Excludes future contingent rental costs for utilities, real
estate taxes, and operating expenses. In 2005, these costs were
$9.5 million. |
In connection with certain clinical trial contracts with service
providers, we may incur early termination penalties if the
contracts are cancelled before agreed-upon services are
completed.
The amount we need to fund operations will depend on various
factors, including the status of competitive products, the
success of our research and development programs, the potential
future need to expand our professional and support staff and
facilities, the status of patents and other intellectual
property rights, the delay or failure of a clinical trial of any
of our potential drug candidates, and the continuation, extent,
and success of our collaboration with sanofi-aventis. Clinical
trial costs are dependent, among other things, on the size and
duration of trials, fees charged for services provided by
clinical trial investigators and other third parties, the costs
for manufacturing the product candidate for use in the trials,
supplies, laboratory tests, and other expenses. The amount of
funding that will be required for our clinical programs depends
upon the results of our research and preclinical programs and
early-stage clinical trials, regulatory requirements, the
clinical trials underway plus additional clinical trials that we
decide to initiate, and the various factors that affect the cost
of each trial as described above. In the future, if we are able
to successfully develop, market, and sell certain of our product
candidates, we may be required to pay royalties or otherwise
share the profits generated on such sales in connection with our
collaboration and licensing agreements.
We expect that expenses related to the filing, prosecution,
defense, and enforcement of patent and other intellectual
property claims will continue to be substantial as a result of
patent filings and prosecutions in the United States and foreign
countries.
We believe that our existing capital resources will enable us to
meet operating needs through at least mid-2008. However, this is
a forward-looking statement based on our current operating plan,
and there may be a change in projected revenues or expenses that
would lead to our capital being consumed significantly before
such time. If there is insufficient capital to fund all of our
planned operations and activities, we believe we would
prioritize available capital to fund preclinical and clinical
development of our product candidates. We have no off-balance
sheet arrangements and do not guarantee the obligations of any
other entity. As of December 31, 2005, we had no
established banking arrangements through which we could obtain
short-term financing or a line of credit. In the event we need
additional financing for the operation of our business, we will
consider collaborative arrangements and additional public or
private financing, including additional equity financing. In
January 2005, we filed a shelf registration statement on
Form S-3
to sell, in one or more offerings, up to $200.0 million of
equity or debt securities, together or separately, which
registration statement was declared effective in February 2005.
However, there is no assurance that we will be able to complete
any such offerings of securities. Factors influencing the
availability of additional financing include our progress in
product development, investor perception of our prospects, and
the general condition of the financial markets. We may not be
able to secure the necessary funding through new collaborative
arrangements or additional public or private offerings. If we
cannot raise adequate funds to satisfy our capital requirements,
we may have to delay, scale-back, or eliminate certain of our
research and development activities or future operations. This
could harm our business.
40
Critical
Accounting Policies and Significant Judgments and
Estimates
Revenue
Recognition:
We recognize revenue from contract research and development and
research progress payments in accordance with Staff Accounting
Bulletin No. 104, Revenue Recognition
(SAB 104) and Emerging Issues Task Force 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables
(EITF 00-21).
During the third quarter of 2003, we elected to change the
method we use to recognize revenue under SAB 104 related to
non-refundable collaborator payments, including up-front
licensing payments, payments for development activities, and
research progress (milestone) payments, to the Substantive
Milestone Method, adopted retroactively to January 1, 2003.
Under this method, for non-refundable up-front license payments
that are not tied to achieving a specific performance milestone
or for which an estimated level of required effort is not
available, we recognize revenue ratably over the estimated
period of time during which we expect to perform services under
the agreement based on research and development plans. These
estimated time periods are updated based on the results and
progress of our research and development activities and
revisions to these estimates could result in changes to the
amount of revenue recognized each year in the future. In
addition, if a collaborator terminates the agreement in
accordance with the terms of the contract, we would recognize
the remainder of the up-front payment at the time of the
termination. Payments for development activities are recognized
as revenue as earned, over the period of effort. Payments which
are based on achieving a specific substantive performance
milestone, involving a degree of risk, are recognized as revenue
when the milestone is achieved and the related payment is due
and non-refundable, provided there is no future service
obligation associated with that milestone, a reasonable amount
of time has passed between receipt of an up-front payment and
achievement of the milestone, and the amount of the milestone
payment is reasonable in relation to the effort, value, and risk
associated with achieving the milestone. Previously, we had
recognized revenue from non-refundable collaborator payments
based on the percentage of costs incurred to date, estimated
costs to complete, and total expected contract revenue. However,
the revenue recognized was limited to the amount of
non-refundable payments received. The change in accounting
method was made because we believe that it better reflects the
substance of our collaborative agreements and is more consistent
with current practices in the biotechnology industry.
In connection with our VEGF Trap collaboration agreement with
sanofi-aventis, we received non-refundable up-front payments of
$80.0 million in September 2003 at the collaborations
inception and $25.0 million in January 2006 in connection
with the December 2005 amendment to the collaboration agreement
to include Japan. These up-front payments were recorded to
deferred revenue and are being recognized as contract research
and development revenue over the period over which we are
obligated to perform services. Also, in connection with our
collaboration agreement with Novartis, in the first quarter of
2004, Novartis provided notice of its intention not to proceed
with the joint development of the IL-1 Trap. Accordingly, the
remaining balance of the $27.0 million up-front payment, or
$22.1 million, was recognized as contract research and
development revenue.
Recognition
of Deferred Revenue Related to Contract Manufacturing
Agreement:
We have entered into a contract manufacturing agreement with
Merck under which we manufacture a vaccine intermediate at our
Rensselaer, New York facility and perform services. We recognize
contract manufacturing revenue from this agreement after the
product is tested and approved by, and shipped (FOB Shipping
Point) to, Merck, and as services are performed. In connection
with the agreement, we agreed to modify portions of our
Rensselaer facility to manufacture Mercks vaccine
intermediate and Merck agreed to reimburse us for the related
capital costs. These capital cost payments were deferred and are
recognized as revenue as product is shipped to Merck, based upon
our estimate of Mercks order quantities each year through
the expected end of the agreement which, for 2004 and prior
years, was October 2005. Since we commenced production of the
vaccine intermediate in November 1999, our estimates of
Mercks order quantities each year have not been materially
different from Mercks actual orders.
In February 2005, we agreed to extend the manufacturing
agreement by one year through October 2006. As a result, in 2005
we began recognizing the remaining deferred balance of
Mercks capital improvement reimbursements as of
December 31, 2004, which totaled $2.7 million, as
revenue as product is shipped to Merck, based upon Mercks
order quantities through October 2006.
41
Clinical
Trial Accrual Estimates:
For each clinical trial that we conduct, certain clinical trial
costs, which are included in research and development expenses,
are expensed based on the expected total number of patients in
the trial, the rate at which patients enter the trial, and the
period over which clinical investigators or contract research
organizations are expected to provide services. We believe that
this method best aligns the expenses we record with the efforts
we expend on a clinical trial. During the course of a trial, we
adjust our rate of clinical expense recognition if actual
results differ from our estimates. No material adjustments to
our past clinical trial accrual estimates were made during the
years ended December 31, 2005, 2004, and 2003.
Depreciation
of Property, Plant, and Equipment:
Property, plant, and equipment are stated at cost. Depreciation
is provided on a straight-line basis over the estimated useful
lives of the assets. Expenditures for maintenance and repairs
which do not materially extend the useful lives of the assets
are charged to expense as incurred. The cost and accumulated
depreciation or amortization of assets retired or sold are
removed from the respective accounts, and any gain or loss is
recognized in operations. The estimated useful lives of
property, plant, and equipment are as follows:
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Building and improvements
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7-30 years
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Laboratory and computer equipment
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|
3-5 years
|
|
Furniture and fixtures
|
|
|
5 years
|
|
Leasehold improvements are amortized over the shorter of the
lease term or the estimated useful lives of the assets. Costs of
construction of certain long-lived assets include capitalized
interest which is amortized over the estimated useful life of
the related asset.
In some situations, the life of the asset may be extended or
shortened if circumstances arise that would lead us to believe
that the estimated life of the asset has changed. The life of
leasehold improvements may change based on the extension of
lease contracts with our landlords. Changes in the estimated
lives of assets will result in an increase or decrease in the
amount of depreciation recognized in future periods.
Stock-based
Employee Compensation:
Effective January 1, 2005, we adopted the fair value based
method of accounting for stock-based employee compensation under
the provisions of SFAS 123, Accounting for Stock-Based
Compensation, using the modified prospective method as
described in SFAS 148, Accounting for Stock-Based
Compensation Transition and Disclosure. As
a result, effective January 1, 2005, we have been
recognizing expense, in an amount equal to the fair value of
share-based payments (including stock option awards) on their
date of grant, over the vesting period of the awards. Under the
modified prospective method, we recognize compensation expense
for (a) all share based payments granted on or after
January 1, 2005, (including replacement options granted
under our stock option exchange program which concluded on
January 5, 2005) and (b) all awards granted to
employees prior to January 1, 2005 that were unvested on
that date. Prior to the adoption of the fair value method, we
accounted for stock-based compensation to employees under the
intrinsic value method of accounting set forth in APB 25,
Accounting for Stock Issued to Employees, and related
interpretations. Therefore, compensation expense related to
employee stock options was not reflected in operating expenses
in any period prior to the first quarter of 2005 and prior
period operating results have not been restated.
We use the Black-Scholes model to estimate the fair value of
each option granted under the Regeneron Pharmaceuticals, Inc.
2000 Long-Term Incentive Plan. Using this model, fair value is
calculated based on assumptions with respect to
(i) expected volatility of our Common Stock price,
(ii) the periods of time over which employees and members
of our board of directors are expected to hold their options
prior to exercise (expected lives), (iii) expected dividend
yield on our Common Stock, and (iv) risk-free interest
rates, which are based on quoted U.S. Treasury rates for
securities with maturities approximating the options
expected lives. Expected volatility, which is re-evaluated at
least quarterly, has been estimated based on actual movements in
our stock price over the most recent historical periods
equivalent to the options expected lives. Expected lives
are principally based on our limited historical exercise
experience with option grants with similar exercise prices. The
42
expected dividend yield is zero as we have never paid dividends
and do not currently anticipate paying any in the foreseeable
future.
Future
Impact of Recently Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board
issued SFAS 123R, Share-Based Payment.
SFAS 123R is a revision of SFAS 123, Accounting for
Stock-Based Compensation (which we adopted effective
January 1, 2005), and supersedes APB 25, Accounting
for Stock Issued to Employees, and its related
implementation guidance. SFAS 123R focuses primarily on
accounting for transactions in which an entity obtains employee
services in share-based payment transactions, and requires the
recognition of compensation expense in an amount equal to the
fair value of the share-based payment (including stock options
and restricted stock) issued to employees. SFAS 123R is
effective for fiscal years beginning after June 15, 2005.
In March 2005, the U.S. Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin No. 107
(SAB 107) which expresses views of the SEC staff
regarding the application of SFAS 123R. Among other things,
SAB 107 provides interpretive guidance related to the
interaction between SFAS 123R and certain SEC rules and
regulations as well as the SEC staffs views regarding the
valuation of share-based payment arrangements for public
companies. We are required to adopt SFAS 123R effective for
the fiscal year beginning January 1, 2006, and intend to do
so using the modified prospective method. Under the modified
prospective method, compensation cost is recognized beginning
with the effective date based on (a) the requirements of
SFAS 123R for all share-based payments granted after the
effective date and (b) the requirements of SFAS 123
for all awards granted to employees prior to the effective date
of SFAS 123R that remain unvested on the effective date. In
addition, we will consider the guidance of SAB 107 as we
adopt SFAS 123R. Although the impact of adopting
SFAS 123R has not yet been quantified, management believes
that the adoption of this standard may have a material impact on
our financial statements.
In May 2005, the FASB issued SFAS 154, Accounting
Changes and Error Corrections. SFAS 154 replaces
APB 20, Accounting Changes, and SFAS 3,
Reporting Accounting Changes in Interim Financial
Statements, and requires retrospective application to
prior-period financial statements of changes in accounting
principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of a change.
SFAS 154 also redefines restatement as the
revising of previously issued financial statements to reflect
the correction of an error. SFAS 154 is effective for
accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. We are required to
adopt the provisions of SFAS 154, as applicable, beginning
January 1, 2006.
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Item 7A.
|
Quantitative
and Qualitative Disclosure About Market Risk
|
Our earnings and cash flows are subject to fluctuations due to
changes in interest rates primarily from our investment of
available cash balances in investment grade corporate,
asset-backed, and U.S. government securities. We do not
believe we are materially exposed to changes in interest rates.
Under our current policies we do not use interest rate
derivative instruments to manage exposure to interest rate
changes. We estimated that a one percent change in interest
rates would result in changes in the fair market value of our
investment portfolio of approximately $0.5 million and
$1.4 million at December 31, 2005 and 2004,
respectively. The decrease in the impact of an interest rate
change at December 31, 2005, compared to December 31,
2004, is due primarily to the shorter duration of our investment
portfolio at the end of 2005.
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Item 8.
|
Financial
Statements and Supplementary Data
|
The financial statements required by this Item are included on
pages F-1
through F-35
of this report. The supplementary financial information required
by this Item is included at
page F-35
of this report.
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
Not applicable.
43
|
|
Item 9A.
|
Controls
and Procedures
|
Evaluation
of Disclosure Controls and Procedures
The Companys management, with the participation of our
chief executive officer and chief financial officer, conducted
an evaluation of the effectiveness of the Companys
disclosure controls and procedures (as such term is defined in
Rules 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934 ( the Exchange
Act ) as of the end of the period covered by this Annual
Report on
Form 10-K.
Based on this evaluation, our chief executive officer and chief
financial officer each concluded that, as of the end of such
period, our disclosure controls and procedures were effective in
ensuring that information required to be disclosed by the
Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized, and reported on
a timely basis, and is accumulated and communicated to the
Companys management, including the Companys chief
executive officer and chief financial officer, as appropriate to
allow timely decisions regarding required disclosure.
Management
Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Rules 13a-15(f) and
15d-15(f)
under the Exchange Act. Our management conducted an evaluation
of the effectiveness of our internal control over financial
reporting using the framework in Internal
Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on that evaluation our management has
concluded that our internal control over financial reporting was
effective as of December 31, 2005. PricewaterhouseCoopers
LLP, our independent registered public accounting firm, has
issued a report on managements assessment and the
effectiveness of our internal control over financial reporting
as of December 31, 2005, which report is included herein at
page F-2.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Changes
in Internal Control over Financial Reporting
There has been no change in our internal control over financial
reporting (as such term is defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act) during the quarter ended
December 31, 2005 that has materially affected, or is
reasonably likely to materially affect, our internal control
over financial reporting.
Our management, including our chief executive officer and chief
financial officer, does not expect that our disclosure controls
and procedures or internal controls over financial reporting
will prevent all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the
system are met and cannot detect all deviations. Because of the
inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues
and instances of fraud or deviations, if any, within the company
have been detected. Projections of any evaluation of
effectiveness to future periods are subject to the risks that
controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures
may deteriorate.
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Item 9B.
|
Other
Information
|
None
PART III
|
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Item 10.
|
Directors
and Officers of the Registrant
|
The information required by this item (other than the
information set forth in the next paragraph in this
Item 10) will be included under the captions
Election of Directors, Board Committees and
Meetings, Executive Officers of the Company,
and Section 16(a) Beneficial Ownership Reporting
Compliance, in our
44
definitive proxy statement with respect to our 2006 Annual
Meeting of Shareholders to be filed with the SEC, and is
incorporated herein by reference.
We have adopted a code of business conduct and ethics that
applies to our officers, directors, and employees. The full text
of our code of business conduct and ethics can be found on the
Companys website
(http://www.regn.com)
under the Investor Relations heading.
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Item 11.
|
Executive
Compensation
|
The information called for by this item will be included under
the captions Executive Compensation and
Compensation of Directors in our definitive proxy
statement with respect to our 2006 Annual Meeting of
Shareholders to be filed with the SEC, and is incorporated
herein by reference.
|
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Item 12.
|
Security
Ownership of Certain Beneficial Owners and
Management
|
The information called for by this item will be included under
the captions Stock Ownership of Executive Officers and
Directors and Stock Ownership of Certain Beneficial
Owners in our definitive proxy statement with respect to
our 2006 Annual Meeting of Shareholders to be filed with the
SEC, and is incorporated herein by reference.
|
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Item 13.
|
Certain
Relationships and Related Transactions
|
The information called for by this item will be included under
the caption Certain Relationships and Related
Transactions in our definitive proxy statement with
respect to our 2006 Annual Meeting of Shareholders to be filed
with the SEC, and is incorporated herein by reference.
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Item 14.
|
Principal
Accountant Fees and Services
|
The information called for by this item will be included under
the caption Information about Fees Paid to Independent
Registered Public Accounting Firm in our definitive proxy
statement with respect to our 2006 Annual Meeting of
Shareholders to be filed with the SEC, and is incorporated
herein by reference.
PART IV
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Item 15.
|
Exhibits
and Financial Statement Schedules
|
(a) 1. Financial Statements
The financials statements filed as part of this report are
listed on the Index to Financial Statements on
page F-1.
2. Financial Statement Schedules
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable and therefore have been omitted.
3. Exhibits
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Exhibit
|
|
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Number
|
|
Description
|
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3
|
.1
|
|
(a)
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Restated Certificate of
Incorporation of Regeneron Pharmaceuticals, Inc. as of
June 21, 1991.
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3
|
.1.1
|
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(b)
|
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|
Certificate of Amendment of the
Restated Certificate of Incorporation of Regeneron
Pharmaceuticals, Inc., as of October 18, 1996.
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3
|
.1.2
|
|
(c)
|
|
|
|
Certificate of Amendment of the
Certificate of Incorporation of Regeneron Pharmaceuticals, Inc.,
as of December 17, 2001.
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3
|
.2
|
|
(d)
|
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|
By-Laws of the Company, currently
in effect (amended through November 12, 2004).
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45
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Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.1
|
|
(e)
|
|
|
|
1990 Amended and Restated
Long-Term Incentive Plan.
|
|
10
|
.2
|
|
(f)
|
|
|
|
2000 Long-Term Incentive Plan.
|
|
10
|
.3.1
|
|
(g)
|
|
|
|
Amendment No. 1 to 2000
Long-Term Incentive Plan, effective as of June 14, 2002.
|
|
10
|
.3.2
|
|
(g)
|
|
|
|
Amendment No. 2 to 2000
Long-Term Incentive Plan, effective as of December 20, 2002.
|
|
10
|
.3.3
|
|
(h)
|
|
|
|
Amendment No. 3 to 2000
Long-Term Incentive Plan, effective as of June 14, 2004.
|
|
10
|
.3.4
|
|
(i)
|
|
|
|
Amendment No. 4 to 2000
Long-Term Incentive Plan, effective as of November 15, 2004.
|
|
10
|
.3.5
|
|
(j)
|
|
|
|
Form of option agreement and
related notice of grant for use in connection with the grant of
options to the Registrants non-employee directors and
named executive officers.
|
|
10
|
.3.6
|
|
(j)
|
|
|
|
Form of option agreement and
related notice of grant for use in connection with the grant of
options to the Registrants executive officers other than
the named executive officers.
|
|
10
|
.3.7
|
|
(k)
|
|
|
|
Form of restricted stock award
agreement and related notice of grant for use in connection with
the grant of restricted stock awards to the Registrants
executive officers.
|
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10
|
.4*
|
|
(l)
|
|
|
|
Manufacturing Agreement dated as
of September 18, 1995, between the Company and
Merck & Co., Inc.
|
|
10
|
.4.1*
|
|
(d)
|
|
|
|
Amendment No. 1 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of September 18, 1995.
|
|
10
|
.4.2*
|
|
(d)
|
|
|
|
Amendment No. 2 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of October 24, 1996.
|
|
10
|
.4.3*
|
|
(d)
|
|
|
|
Amendment No. 3 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of December 9, 1999.
|
|
10
|
.4.4*
|
|
(d)
|
|
|
|
Amendment No. 4 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of July 18, 2002.
|
|
10
|
.4.5*
|
|
(d)
|
|
|
|
Amendment No. 5 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of January 1, 2005.
|
|
10
|
.5
|
|
(m)
|
|
|
|
Rights Agreement, dated as of
September 20, 1996, between Regeneron Pharmaceuticals, Inc.
and Chase Mellon Shareholder Services LLC, as Rights Agent,
including the form of Rights Certificate as Exhibit B
thereto.
|
|
10
|
.6
|
|
(g)
|
|
|
|
Employment Agreement, dated as of
December 20, 2002, between the Company and Leonard S.
Schleifer, M.D., Ph.D.
|
|
10
|
.7*
|
|
(d)
|
|
|
|
Employment Agreement, dated as of
December 31, 1998, between the Company and
P. Roy Vagelos, M.D.
|
|
10
|
.8
|
|
(s)
|
|
|
|
Regeneron Pharmaceuticals, Inc.
Change in Control Severance Plan, effective as of
February 1, 2006.
|
|
10
|
.9
|
|
(n)
|
|
|
|
Indenture, dated as of
October 17, 2001, between Regeneron Pharmaceuticals, Inc.
and American Stock Transfer & Trust Company, as trustee.
|
|
10
|
.10
|
|
(n)
|
|
|
|
Registration Rights Agreement,
dated as of October 17, 2001, among Regeneron
Pharmaceuticals, Inc., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and
Robertson Stephens, Inc.
|
|
10
|
.11*
|
|
(o)
|
|
|
|
IL-1 License Agreement, dated
June 26, 2002, by and among the Company, Immunex
Corporation, and Amgen Inc.
|
|
10
|
.12*
|
|
(p)
|
|
|
|
Collaboration, License and Option
Agreement, dated as of March 28, 2003, by and between
Novartis Pharma AG, Novartis Pharmaceuticals Corporation, and
the Company.
|
|
10
|
.13*
|
|
(q)
|
|
|
|
Collaboration Agreement, dated as
of September 5, 2003, by and between Aventis
Pharmaceuticals Inc. and Regeneron Pharmaceuticals, Inc.
|
|
10
|
.13.1*
|
|
(d)
|
|
|
|
Amendment No. 1 to
Collaboration Agreement, by and between Aventis Pharmaceuticals
Inc. and Regeneron Pharmaceuticals, Inc., effective as of
December 31, 2004.
|
46
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.13.2
|
|
(r)
|
|
|
|
Amendment No. 2 to
Collaboration Agreement, by and between Aventis Pharmaceuticals
Inc. and Regeneron Pharmaceuticals, Inc., effective as of
January 7, 2005.
|
|
10
|
.13.3*
|
|
|
|
|
|
Amendment No. 3 to
Collaboration Agreement, by and between Aventis Pharmaceuticals
Inc. and Regeneron Pharmaceuticals, Inc., effective as of
December 21, 2005.
|
|
10
|
.13.4*
|
|
|
|
|
|
Amendment No. 4 to
Collaboration Agreement, by and between sanofi-aventis U.S., LLC
(successor in interest to Aventis Pharmaceuticals, Inc.) and
Regeneron Pharmaceuticals, Inc., effective as of
January 31, 2006.
|
|
10
|
.14
|
|
(q)
|
|
|
|
Stock Purchase Agreement, dated as
of September 5, 2003, by and between Aventis
Pharmaceuticals Inc. and Regeneron Pharmaceuticals, Inc.
|
|
12
|
.1
|
|
|
|
|
|
Statement re: computation of ratio
of earnings to combined fixed charges of Regeneron
Pharmaceuticals, Inc.
|
|
23
|
.1
|
|
|
|
|
|
Consent of PricewaterhouseCoopers
LLP, Independent Registered Public Accounting Firm.
|
|
31
|
.1
|
|
|
|
|
|
Certification of CEO pursuant to
Rule 13a-14(a)
under the Securities and Exchange Act of 1934.
|
|
31
|
.2
|
|
|
|
|
|
Certification of CFO pursuant to
Rule 13a-14(a)
under the Securities and Exchange Act of 1934.
|
|
32
|
|
|
|
|
|
|
Certification of CEO and CFO
pursuant to 18 U.S.C. Section 1350.
|
Description:
|
|
|
(a) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
June 30, 1991, filed August 13, 1991. |
|
(b) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
September 30, 1996 filed November 5, 1996. |
|
(c) |
|
Incorporated by reference from the
Form 10-K
for Regeneron Pharmaceuticals, Inc. for the fiscal year ended
December 31, 2001, filed March 22, 2002. |
|
(d) |
|
Incorporated by reference from the
Form 10-K
for Regeneron Pharmaceuticals, Inc. for the fiscal year ended
December 31, 2004, filed March 11, 2005. |
|
(e) |
|
Incorporated by reference from the Companys registration
statement on
Form S-1
(file
number 33-39043). |
|
(f) |
|
Incorporated by reference from the
Form 10-K
for Regeneron Pharmaceuticals, Inc., for the quarter ended
December 31, 2001, filed March 22, 2002. |
|
(g) |
|
Incorporated by reference from the
Form 10-K
for Regeneron Pharmaceuticals, Inc., for the fiscal year ended
December 31, 2002, filed March 31, 2003. |
|
(h) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
June 30, 2004, filed August 5, 2004. |
|
(i) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed November 17,
2004. |
|
(j) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed December 16,
2005. |
|
(k) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed December 13,
2004. |
|
(l) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
September 30, 1995, filed November 14, 1995. |
|
(m) |
|
Incorporated by reference from the
Form 8-A
for Regeneron Pharmaceuticals, Inc., filed October 15, 1996. |
|
(n) |
|
Incorporated by reference from the Companys registration
statement on
Form S-3
(file
number 333-74464). |
|
(o) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
June 30, 2002, filed August 13, 2002. |
47
|
|
|
(p) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
March 31, 2003, filed May 15, 2003. |
|
(q) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
September 30, 2003, filed November 11, 2003. |
|
(r) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed January 11, 2005. |
|
(s) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed January 25, 2006. |
|
|
|
* |
|
Portions of this document have been omitted and filed separately
with the Commission pursuant to requests for confidential
treatment pursuant to
Rule 24b-2. |
48
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Regeneron
Pharmaceuticals, Inc.
|
|
|
|
|
By:
|
/s/ Leonard
S. Schleifer
|
|
Leonard S. Schleifer, M.D., Ph.D.
President and Chief Executive Officer
|
|
Dated: |
New York, New York
|
February 28, 2006
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Leonard S.
Schleifer, President and Chief Executive Officer, and Murray A.
Goldberg, Senior Vice President, Finance &
Administration, Chief Financial Officer, Treasurer, and
Assistant Secretary, and each of them, his true and lawful
attorney-in-fact
and agent, with the full power of substitution and
resubstitution, for him and in his name, place, and stead, in
any and all capacities therewith, to sign any and all amendments
to this report on
Form 10-K,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said
attorney-in-fact
and agent full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that
each said
attorney-in-fact
and agent, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated:
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Leonard
S. Schleifer
Leonard
S. Schleifer, M.D., Ph.D.
|
|
President, Chief Executive
Officer, and Director
(Principal Executive Officer)
|
|
|
|
/s/ Murray
A. Goldberg
Murray
A. Goldberg
|
|
Senior Vice President,
Finance & Administration, Chief
Financial Officer, Treasurer, and Assistant Secretary
(Principal Financial Officer)
|
|
|
|
/s/ Douglas
S. McCorkle
Douglas
S. McCorkle
|
|
Controller and Assistant
Treasurer
(Principal Accounting Officer)
|
|
|
|
/s/ George
D. Yancopoulos
George
D. Yancopoulos M.D., Ph.D
|
|
Executive Vice President, Chief
Scientific Officer,
President, Regeneron Research Laboratories,
and Director
|
|
|
|
/s/ P.
Roy Vagelos
P.
Roy Vagelos M.D.
|
|
Chairman of the Board
|
|
|
|
/s/ Charles
A. Baker
Charles
A. Baker
|
|
Director
|
|
|
|
/s/ Michael
S. Brown
Michael
S. Brown M.D.
|
|
Director
|
49
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Alfred
G. Gilman
Alfred
G. Gilman M.D., Ph.D.
|
|
Director
|
|
|
|
/s/ Joseph
L. Goldstein
Joseph
L. Goldstein, M.D.
|
|
Director
|
|
|
|
/s/ Arthur
F. Ryan
Arthur
F. Ryan
|
|
Director
|
|
|
|
/s/ Eric
M. Shooter
Eric
M. Shooter, Ph.D.
|
|
Director
|
|
|
|
/s/ George
L. Sing
George
L. Sing
|
|
Director
|
50
REGENERON
PHARMACEUTICALS, INC.
INDEX TO
FINANCIAL STATEMENTS
|
|
|
|
|
Page
|
|
|
Numbers
|
|
REGENERON PHARMACEUTICALS,
INC
|
|
|
Report of Independent Registered
Public Accounting Firm
|
|
F-2 to F-3
|
Balance Sheets at
December 31, 2005 and 2004
|
|
F-4
|
Statements of Operations for the
years ended December 31, 2005, 2004, and 2003
|
|
F-5
|
Statements of Stockholders
Equity for the years ended December 31, 2005, 2004,
and 2003
|
|
F-6 to F-7
|
Statements of Cash Flows for the
years ended December 31, 2005, 2004, and 2003
|
|
F-8
|
Notes to Financial Statements
|
|
F-9 to F-35
|
F-1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Regeneron Pharmaceuticals, Inc.:
We have completed integrated audits of Regeneron
Pharmaceuticals, Inc.s 2005 and 2004 financial statements
and of its internal control over financial reporting as of
December 31, 2005 and an audit of its 2003 financial
statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Our
opinions, based on our audits, are presented below.
Financial
statements
In our opinion, the financial statements listed in the
accompanying index present fairly, in all material respects, the
financial position of Regeneron Pharmaceuticals, Inc. at
December 31, 2005 and 2004, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 2005 in conformity with
accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of
the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit of financial statements includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Internal
control over financial reporting
Also, in our opinion, managements assessment, included in
Managements Report on Internal Control over Financial
Reporting appearing under Item 9A, that the Company
maintained effective internal control over financial reporting
as of December 31, 2005 based on criteria established in
Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), is fairly stated, in all material
respects, based on those criteria. Furthermore, in our opinion,
the Company maintained, in all material respects, effective
internal control over financial reporting as of
December 31, 2005 based on criteria established in
Internal Control Integrated Framework
issued by the COSO. The Companys management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility
is to express opinions on managements assessment and on
the effectiveness of the Companys internal control over
financial reporting based on our audit. We conducted our audit
of internal control over financial reporting in accordance with
the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was
maintained in all material respects. An audit of internal
control over financial reporting includes obtaining an
understanding of internal control over financial reporting,
evaluating managements assessment, testing and evaluating
the design and operating effectiveness of internal control, and
performing such other procedures as we consider necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinions.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company
F-2
are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP
New York, New York
February 27, 2006
F-3
REGENERON
PHARMACEUTICALS, INC.
BALANCE
SHEETS
December 31, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands,
|
|
|
|
except share
data)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
184,508
|
|
|
$
|
95,229
|
|
Marketable securities
|
|
|
114,037
|
|
|
|
200,753
|
|
Accounts receivable
|
|
|
36,521
|
|
|
|
43,102
|
|
Prepaid expenses and other current
assets
|
|
|
3,422
|
|
|
|
1,642
|
|
Inventory
|
|
|
2,904
|
|
|
|
3,229
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
341,392
|
|
|
|
343,955
|
|
Marketable securities
|
|
|
18,109
|
|
|
|
52,930
|
|
Property, plant, and equipment, at
cost, net of accumulated depreciation and amortization
|
|
|
60,535
|
|
|
|
71,239
|
|
Other assets
|
|
|
3,465
|
|
|
|
4,984
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
423,501
|
|
|
$
|
473,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES and
STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
expenses
|
|
$
|
23,337
|
|
|
$
|
18,872
|
|
Deferred revenue, current portion
|
|
|
17,020
|
|
|
|
15,267
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
40,357
|
|
|
|
34,139
|
|
Deferred revenue
|
|
|
69,142
|
|
|
|
56,426
|
|
Notes payable
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
309,499
|
|
|
|
290,565
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par
value; 30,000,000 shares authorized; issued and
outstanding none
|
|
|
|
|
|
|
|
|
Class A Stock, convertible,
$.001 par value; 40,000,000 shares authorized; shares
issued and outstanding 2,347,073 in 2005 and
2,358,373 in 2004
|
|
|
2
|
|
|
|
2
|
|
Common Stock, $.001 par
value; 160,000,000 shares authorized; shares issued and
outstanding 54,092,268 in 2005 and 53,502,004
in 2004
|
|
|
54
|
|
|
|
54
|
|
Additional paid-in capital
|
|
|
700,011
|
|
|
|
675,389
|
|
Unearned compensation
|
|
|
(315
|
)
|
|
|
(2,299
|
)
|
Accumulated deficit
|
|
|
(585,280
|
)
|
|
|
(489,834
|
)
|
Accumulated other comprehensive
loss
|
|
|
(470
|
)
|
|
|
(769
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
114,002
|
|
|
|
182,543
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity
|
|
$
|
423,501
|
|
|
$
|
473,108
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial
statements.
F-4
REGENERON
PHARMACEUTICALS, INC.
STATEMENTS
OF OPERATIONS
For the Years Ended December 31, 2005, 2004, and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands, except per
share data)
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract research and development
|
|
$
|
52,447
|
|
|
$
|
113,157
|
|
|
$
|
47,366
|
|
Research progress payments
|
|
|
|
|
|
|
42,770
|
|
|
|
|
|
Contract manufacturing
|
|
|
13,746
|
|
|
|
18,090
|
|
|
|
10,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,193
|
|
|
|
174,017
|
|
|
|
57,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
155,581
|
|
|
|
136,095
|
|
|
|
136,024
|
|
Contract manufacturing
|
|
|
9,557
|
|
|
|
15,214
|
|
|
|
6,676
|
|
General and administrative
|
|
|
25,476
|
|
|
|
17,062
|
|
|
|
14,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190,614
|
|
|
|
168,371
|
|
|
|
157,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(124,421
|
)
|
|
|
5,646
|
|
|
|
(99,988
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other contract income
|
|
|
30,640
|
|
|
|
42,750
|
|
|
|
|
|
Investment income
|
|
|
10,381
|
|
|
|
5,478
|
|
|
|
4,462
|
|
Interest expense
|
|
|
(12,046
|
)
|
|
|
(12,175
|
)
|
|
|
(11,932
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,975
|
|
|
|
36,053
|
|
|
|
(7,470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(95,446
|
)
|
|
$
|
41,699
|
|
|
$
|
(107,458
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(1.71
|
)
|
|
$
|
0.75
|
|
|
$
|
(2.13
|
)
|
Diluted
|
|
$
|
(1.71
|
)
|
|
$
|
0.74
|
|
|
$
|
(2.13
|
)
|
Weighted average shares
outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
55,950
|
|
|
|
55,419
|
|
|
|
50,490
|
|
Diluted
|
|
|
55,950
|
|
|
|
56,172
|
|
|
|
50,490
|
|
The accompanying notes are an integral part of the financial
statements.
F-5
REGENERON
PHARMACEUTICALS, INC.
STATEMENTS
OF STOCKHOLDERS EQUITY
For the
Years Ended December 31, 2005, 2004, and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
|
|
|
Class A Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Unearned
|
|
|
Accumulated
|
|
|
Comprehensive
|
|
|
Stockholders
|
|
|
Comprehensive
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Compensation
|
|
|
Deficit
|
|
|
Income (Loss)
|
|
|
Equity
|
|
|
Income (Loss)
|
|
|
|
(In thousands)
|
|
|
Balance, December 31,
2002
|
|
|
2,491
|
|
|
$
|
2
|
|
|
|
41,746
|
|
|
$
|
42
|
|
|
$
|
573,184
|
|
|
$
|
(3,643
|
)
|
|
$
|
(424,075
|
)
|
|
$
|
471
|
|
|
$
|
145,981
|
|
|
|
|
|
Issuance of Common Stock in
connection with exercise of stock options, net of shares tendered
|
|
|
|
|
|
|
|
|
|
|
601
|
|
|
|
|
|
|
|
1,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,941
|
|
|
|
|
|
Issuance of Common Stock to
Novartis Pharma AG
|
|
|
|
|
|
|
|
|
|
|
7,527
|
|
|
|
8
|
|
|
|
47,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,000
|
|
|
|
|
|
Issuance of Common Stock to the
sanofi-aventis Group
|
|
|
|
|
|
|
|
|
|
|
2,800
|
|
|
|
3
|
|
|
|
44,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,000
|
|
|
|
|
|
Issuance of Common Stock to
Merck & Co. Inc.
|
|
|
|
|
|
|
|
|
|
|
109
|
|
|
|
|
|
|
|
1,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500
|
|
|
|
|
|
Issuance of Common Stock in
connection with Company 401(k) Savings Plan contribution
|
|
|
|
|
|
|
|
|
|
|
43
|
|
|
|
|
|
|
|
747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
747
|
|
|
|
|
|
Conversion of Class A Stock to
Common Stock
|
|
|
(125
|
)
|
|
|
|
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted Common Stock
under Long-Term Incentive Plan, net of forfeitures
|
|
|
|
|
|
|
|
|
|
|
215
|
|
|
|
|
|
|
|
2,757
|
|
|
|
(2,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,299
|
|
|
|
|
|
|
|
|
|
|
|
2,299
|
|
|
|
|
|
Net loss, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(107,458
|
)
|
|
|
|
|
|
|
(107,458
|
)
|
|
$
|
(107,458
|
)
|
Change in net unrealized gain
(loss) on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(367
|
)
|
|
|
(367
|
)
|
|
|
(367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2003
|
|
|
2,366
|
|
|
|
2
|
|
|
|
53,166
|
|
|
|
53
|
|
|
|
673,118
|
|
|
|
(4,101
|
)
|
|
|
(531,533
|
)
|
|
|
104
|
|
|
|
137,643
|
|
|
$
|
(107,825
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock in
connection with exercise of stock options, net of shares tendered
|
|
|
|
|
|
|
|
|
|
|
286
|
|
|
|
1
|
|
|
|
1,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,502
|
|
|
|
|
|
Repurchase of Common Stock from
Merck & Co., Inc.
|
|
|
|
|
|
|
|
|
|
|
(109
|
)
|
|
|
|
|
|
|
(888
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(888
|
)
|
|
|
|
|
Issuance of Common Stock in
connection with Company 401(k) Savings Plan contribution
|
|
|
|
|
|
|
|
|
|
|
64
|
|
|
|
|
|
|
|
917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
917
|
|
|
|
|
|
Conversion of Class A Stock to
Common Stock
|
|
|
(8
|
)
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted Common Stock
under Long-Term Incentive Plan, net of forfeitures
|
|
|
|
|
|
|
|
|
|
|
87
|
|
|
|
|
|
|
|
741
|
|
|
|
(741
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,543
|
|
|
|
|
|
|
|
|
|
|
|
2,543
|
|
|
|
|
|
Net income, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,699
|
|
|
|
|
|
|
|
41,699
|
|
|
$
|
41,699
|
|
Change in net unrealized gain
(loss) on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(873
|
)
|
|
|
(873
|
)
|
|
|
(873
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2004
|
|
|
2,358
|
|
|
|
2
|
|
|
|
53,502
|
|
|
|
54
|
|
|
|
675,389
|
|
|
|
(2,299
|
)
|
|
|
(489,834
|
)
|
|
|
(769
|
)
|
|
|
182,543
|
|
|
$
|
40,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
F-6
REGENERON
PHARMACEUTICALS, INC.
STATEMENTS
OF STOCKHOLDERS EQUITY (Continued)
For the
Years Ended December 31, 2005, 2004, and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
|
|
|
Class A Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Unearned
|
|
|
Accumulated
|
|
|
Comprehensive
|
|
|
Stockholders
|
|
|
Comprehensive
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Compensation
|
|
|
Deficit
|
|
|
Income (Loss)
|
|
|
Equity
|
|
|
Income (Loss)
|
|
|
|
(In thousands)
|
|
|
Issuance of Common Stock in
connection with exercise of stock options, net of shares tendered
|
|
|
|
|
|
|
|
|
|
|
494
|
|
|
|
|
|
|
|
4,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,081
|
|
|
|
|
|
Issuance of Common Stock in
connection with Company 401(k) Savings Plan contribution
|
|
|
|
|
|
|
|
|
|
|
90
|
|
|
|
|
|
|
|
632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
|
|
|
Conversion of Class A Stock to
Common Stock
|
|
|
(11
|
)
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeitures of restricted Common
Stock under Long-Term Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
(54
|
)
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,963
|
|
|
|
1,930
|
|
|
|
|
|
|
|
|
|
|
|
21,893
|
|
|
|
|
|
Net loss, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95,446
|
)
|
|
|
|
|
|
|
(95,446
|
)
|
|
$
|
(95,446
|
)
|
Change in net unrealized gain
(loss) on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299
|
|
|
|
299
|
|
|
|
299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2005
|
|
|
2,347
|
|
|
$
|
2
|
|
|
|
54,092
|
|
|
$
|
54
|
|
|
$
|
700,011
|
|
|
$
|
(315
|
)
|
|
$
|
(585,280
|
)
|
|
$
|
(470
|
)
|
|
$
|
114,002
|
|
|
$
|
(95,147
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial
statements.
F-7
REGENERON
PHARMACEUTICALS, INC.
STATEMENTS
OF CASH FLOWS
For the
Years Ended December 31, 2005, 2004, and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(95,446
|
)
|
|
$
|
41,699
|
|
|
$
|
(107,458
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net
income (loss) to net cash used in operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
15,504
|
|
|
|
15,362
|
|
|
|
12,937
|
|
Non-cash compensation expense
|
|
|
21,859
|
|
|
|
2,543
|
|
|
|
2,562
|
|
Non-cash expense related to a
license agreement
|
|
|
|
|
|
|
|
|
|
|
1,500
|
|
Forgiveness of loan payable to
Novartis Pharma AG, inclusive of accrued interest
|
|
|
|
|
|
|
(17,770
|
)
|
|
|
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in accounts
receivable
|
|
|
6,581
|
|
|
|
(27,573
|
)
|
|
|
(11,512
|
)
|
Decrease (increase) in prepaid
expenses and other assets
|
|
|
74
|
|
|
|
(1,799
|
)
|
|
|
589
|
|
Decrease (increase) in inventory
|
|
|
1,250
|
|
|
|
6,914
|
|
|
|
(1,049
|
)
|
Increase (decrease) in deferred
revenue
|
|
|
14,469
|
|
|
|
(37,310
|
)
|
|
|
93,869
|
|
Increase in accounts payable,
accrued expenses, and other liabilities
|
|
|
5,413
|
|
|
|
1,025
|
|
|
|
2,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments
|
|
|
65,150
|
|
|
|
(58,608
|
)
|
|
|
101,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating
activities
|
|
|
(30,296
|
)
|
|
|
(16,909
|
)
|
|
|
(6,133
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of marketable securities
|
|
|
(102,990
|
)
|
|
|
(268,244
|
)
|
|
|
(284,647
|
)
|
Purchases of restricted marketable
securities
|
|
|
|
|
|
|
(11,075
|
)
|
|
|
(11,055
|
)
|
Sales or maturities of marketable
securities
|
|
|
223,448
|
|
|
|
273,587
|
|
|
|
253,691
|
|
Maturities of restricted
marketable securities
|
|
|
|
|
|
|
22,126
|
|
|
|
22,054
|
|
Capital expenditures
|
|
|
(4,964
|
)
|
|
|
(6,174
|
)
|
|
|
(29,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
investing activities
|
|
|
115,494
|
|
|
|
10,220
|
|
|
|
(49,613
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from issuances of
Common Stock
|
|
|
4,081
|
|
|
|
1,502
|
|
|
|
94,678
|
|
Repurchase of Common Stock
|
|
|
|
|
|
|
(888
|
)
|
|
|
|
|
Borrowings under loan payable
|
|
|
|
|
|
|
3,827
|
|
|
|
13,656
|
|
Capital lease payments
|
|
|
|
|
|
|
|
|
|
|
(150
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing
activities
|
|
|
4,081
|
|
|
|
4,441
|
|
|
|
108,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
and cash equivalents
|
|
|
89,279
|
|
|
|
(2,248
|
)
|
|
|
52,438
|
|
Cash and cash equivalents at
beginning of period
|
|
|
95,229
|
|
|
|
97,477
|
|
|
|
45,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end
of period
|
|
$
|
184,508
|
|
|
$
|
95,229
|
|
|
$
|
97,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash
flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
11,002
|
|
|
$
|
11,007
|
|
|
$
|
11,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial
statements.
F-8
REGENERON
PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2005, 2004, and 2003
(Unless otherwise noted, dollars in thousands, except per
share data)
|
|
1.
|
Organization
and Business
|
Regeneron Pharmaceuticals, Inc. (the Company or
Regeneron) was incorporated in January 1988 in the
State of New York. The Company is engaged in research and
development programs to discover and commercialize therapeutics
to treat human disorders and conditions. The Companys
facilities are located in New York. The Companys business
is subject to certain risks including, but not limited to,
uncertainties relating to conducting pharmaceutical research,
obtaining regulatory approvals, commercializing products, and
obtaining and enforcing patents.
|
|
2.
|
Summary
of Significant Accounting Policies
|
Property,
Plant, and Equipment
Property, plant, and equipment are stated at cost. Depreciation
is provided on a straight-line basis over the estimated useful
lives of the assets. Expenditures for maintenance and repairs
which do not materially extend the useful lives of the assets
are charged to expense as incurred. The cost and accumulated
depreciation or amortization of assets retired or sold are
removed from the respective accounts, and any gain or loss is
recognized in operations. The estimated useful lives of
property, plant, and equipment are as follows:
|
|
|
|
|
Building and improvements
|
|
|
7-30 years
|
|
Laboratory and computer equipment
|
|
|
3-5 years
|
|
Furniture and fixtures
|
|
|
5 years
|
|
Leasehold improvements are amortized over the shorter of the
lease term or the estimated useful lives of the assets. Costs of
construction of certain long-lived assets include capitalized
interest which is amortized over the estimated useful life of
the related asset. The Company capitalized interest costs of
$0.3 million in 2003. The Company did not capitalize any
interest costs in 2004 or 2005.
Cash
and Cash Equivalents
For purposes of the statement of cash flows and the balance
sheet, the Company considers all highly liquid debt instruments
with a maturity of three months or less when purchased to be
cash equivalents. The carrying amount reported in the balance
sheet for cash and cash equivalents approximates its fair value.
Inventories
Inventories are stated at the lower of cost or market. Cost is
determined based on standards that approximate the
first-in,
first-out method. Inventories are shown net of applicable
reserves.
Revenue
Recognition and Change in Accounting Principle
a. Contract
Research and Development and Research Progress
Payments
The Company recognizes revenue from contract research and
development and research progress payments in accordance with
Staff Accounting Bulletin No. 104, Revenue Recognition
(SAB 104) and FASB Emerging Issue Task
Force Issue
No. 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables
(EITF 00-21).
SAB 104 superseded Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial
Statement (SAB 101), in December 2003.
During the third quarter of 2003, the Company elected to change
the method it uses to recognize revenue under SAB 101
related to non-refundable collaborator payments, including
up-front licensing payments, payments for development
activities, and research progress (milestone) payments, to the
Substantive Milestone Method, adopted retroactively to
January 1, 2003. There was no cumulative effect of this
change in accounting
F-9
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
principle on prior periods. Under this method, for
non-refundable up-front license payments that are not tied to
achieving a specific performance milestone or for which an
estimated level of required effort is not available, we
recognize revenue ratably over the estimated period of time
during which we expect to perform services under the agreement
based on research and development plans. Payments for
development activities are recognized as revenue as earned, over
the period of effort. Payments which are based on achieving a
specific substantive performance milestone, involving a degree
of risk, are recognized as revenue when the milestone is
achieved and the related payment is due and non-refundable,
provided there is no future service obligation associated with
that milestone, a reasonable amount of time has passed between
receipt of an up-front payment and achievement of the milestone,
and the amount of the milestone payment is reasonable in
relation to the effort, value, and risk associated with
achieving the milestone. The change in accounting method was
made because the Company believes that it better reflects the
substance of the Companys collaborative agreements and is
more consistent with current practices in the biotechnology
industry.
Previously, the Company had recognized revenue from
non-refundable collaborator payments based on the percentage of
costs incurred to date, estimated costs to complete, and total
expected contract revenue. However, the revenue recognized was
limited to the amount of non-refundable payments received. This
accounting method was adopted on January 1, 2000 upon the
release of SAB 101. The cumulative effect of adopting
SAB 101 at January 1, 2000 amounted to
$1.6 million of additional loss, with a corresponding
increase to deferred revenue that was recognized in subsequent
periods, of which $0.1 million and $0.4 million,
respectively, was included in contract research and development
revenue in 2004 and 2003. The $1.6 million represented a
portion of a 1989 payment received from Sumitomo Chemical Co.
Ltd. in consideration for a fifteen year limited right of first
negotiation to license up to three of the Companys product
candidates in Japan that expired in 2004 (see Note 12d).
The effect of income taxes on the cumulative effect adjustment
was immaterial.
b. Contract
Manufacturing
The Company has entered into a contract manufacturing agreement
under which it manufactures product and performs services for a
third party. Contract manufacturing revenue is recognized as
product is shipped and as services are performed (see
Note 13).
Investment
Income
Interest income, which is included in investment income, is
recognized as earned.
Accounting
for the Impairment of Long-Lived Assets
The Company periodically assesses the recoverability of
long-lived assets, such as property, plant, and equipment, and
evaluates such assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset
may not be recoverable. Asset impairment is determined to exist
if estimated future undiscounted cash flows are less than the
carrying amount in accordance with Statement of Financial
Accounting Standards No. (SFAS) 144, Accounting
for the Impairment or Disposal of Long-Lived Assets. For all
periods presented, no impairment losses were recorded.
Patents
As a result of the Companys research and development
efforts, it has obtained, applied for, or is applying for a
number of patents to protect proprietary technology and
inventions. All costs associated with patents are expensed as
incurred.
F-10
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
Research
and Development Expenses
Research and development expenses include costs directly
attributable to the conduct of research and development
programs, including the cost of salaries, payroll taxes,
employee benefits, materials, supplies, depreciation on and
maintenance of research equipment, costs related to research
collaboration and licensing agreements (see Note 11e), the
cost of services provided by outside contractors, including
services related to the Companys clinical trials, clinical
trial expenses, the full cost of manufacturing drug for use in
research, preclinical development, and clinical trials, expenses
related to the development of manufacturing processes prior to
commencing commercial production of a product under contract
manufacturing arrangements, and the allocable portions of
facility costs, such as rent, utilities, insurance, repairs and
maintenance, depreciation, and general support services. All
costs associated with research and development are expensed as
incurred.
For each clinical trial that the Company conducts, certain
clinical trial costs, which are included in research and
development expenses, are expensed based on the expected total
number of patients in the trial, the rate at which patients
enter the trial, and the period over which clinical
investigators or contract research organizations are expected to
provide services. During the course of a clinical trial, the
Company adjusts its rate of clinical expense recognition if
actual results differ from the Companys estimates.
Per
Share Data
Net income (loss) per share, basic and diluted, is computed on
the basis of the net income (loss) for the period divided by the
weighted average number of shares of Common Stock and
Class A Stock outstanding during the period. The basic net
income (loss) per share excludes restricted stock awards until
vested. The diluted net income per share for the year ended
December 31, 2004 is based upon the weighted average number
of shares of Common Stock and Class A Stock and the common
stock equivalents outstanding when dilutive. Common stock
equivalents include: (i) outstanding stock options and
restricted stock awards under the Companys Long-Term
Incentive Plans, which are included under the treasury stock
method when dilutive, and (ii) Common Stock to be issued
under the assumed conversion of the Companys outstanding
convertible senior subordinated notes, which are included under
the if-converted method when dilutive. The computation of
diluted net loss per share for the years ended December 31,
2005 and 2003 does not include common stock equivalents, since
such inclusion would be antidilutive. Disclosures required by
SFAS 128, Earnings per Share, have been included in
Note 18.
Income
Taxes
The Company recognizes deferred tax liabilities and assets for
the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined on
the basis of the difference between the tax basis of assets and
liabilities and their respective financial reporting amounts
(temporary differences) at enacted tax rates in
effect for the years in which the differences are expected to
reverse. A valuation allowance is established for deferred tax
assets for which realization is uncertain. See Note 16.
Comprehensive
Income (Loss)
Comprehensive income (loss) represents the change in net assets
of a business enterprise during a period from transactions and
other events and circumstances from non-owner sources.
Comprehensive income (loss) of the Company includes net income
(loss) adjusted for the change in net unrealized gain or loss on
marketable securities. The net effect of income taxes on
comprehensive income (loss) is immaterial. Comprehensive income
for the year ended December 31, 2004 and comprehensive
losses for the years ended December 31, 2005 and 2003 have
been included in the Statements of Stockholders Equity.
F-11
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
Concentrations
of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist of cash, cash equivalents,
marketable securities, and receivables from the sanofi-aventis
Group and Merck & Co., Inc. The Company generally
invests its excess cash in obligations of the
U.S. government and its agencies, bank deposits,
asset-backed securities, investment grade debt securities issued
by corporations, governments, and financial institutions, and
money market funds that invest in these instruments. The Company
has established guidelines that relate to credit quality,
diversification, and maturity, and that limit exposure to any
one issue of securities.
Risks
and Uncertainties
Regeneron has had no sales of its products and there is no
assurance that the Companys research and development
efforts will be successful, that the Company will ever have
commercially approved products, or that the Company will achieve
significant sales of any such products. The Company has
generally incurred net losses and negative cash flows from
operations since its inception. Revenues to date have
principally been limited to (i) payments from the
Companys collaborators and other entities for the
Companys development activities with respect to product
candidates and to utilize the Companys technology
platforms, (ii) payments from two pharmaceutical companies
for contract manufacturing, and (iii) investment income.
The Company operates in an environment of rapid change in
technology and is dependent upon the services of its employees,
consultants, collaborators, and certain third-party suppliers,
including single-source unaffiliated third-party suppliers of
certain raw materials and equipment. Regeneron, as licensee,
licenses certain technologies that are important to the
Companys business which impose various obligations on the
Company. If Regeneron fails to comply with these requirements,
licensors may have the right to terminate the Companys
licenses.
Contract research and development revenue in 2005 was primarily
earned from sanofi-aventis and The Procter & Gamble
Company under collaboration agreements (see Notes 12a and
12e). Under the collaboration agreement with sanofi-aventis,
agreed upon VEGF Trap development expenses incurred by Regeneron
during the term of the agreement will be funded by
sanofi-aventis. In addition, the Company earns revenue related
to non-refundable, up-front payments from sanofi-aventis under
the Substantive Milestone Method in accordance with
SAB 104, as described above. The Company may also receive
up to $400.0 million in milestone payments upon receipt of
specified VEGF Trap marketing approvals. Sanofi-aventis has the
right to terminate the agreement without cause with at least
twelve months advance notice. Under the collaboration agreement
with Procter & Gamble, as amended, Procter &
Gamble made payments to fund Regeneron research of
$2.5 million per quarter, plus adjustments for inflation,
through June 2005. As of June 30, 2005, the Company and
Procter & Gamble agreed that the research activities of
the parties under the collaboration agreement were completed.
Contract manufacturing revenue in 2005 was earned from Merck
under a long-term manufacturing agreement that will expire in
October 2006 (see Note 13).
Use of
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates. Significant estimates
include (i) useful lives of property, plant, and equipment,
(ii) the periods over which certain revenues and expenses
will be recognized including contract research and development
revenue recognized from non-refundable up-front payments,
contract manufacturing revenue recognized from reimbursed
deferred capital costs, and expense recognition of certain
clinical trial costs which are included in research and
development expenses, (iii) the extent to which deferred
tax assets and liabilities are offset by a valuation allowance,
and (iv) the fair value of stock options on their date of
grant using the Black-Scholes option-pricing model, based on
assumptions with respect to (a) expected volatility of our
Common Stock price, (b) the periods of time over which
employees and members of the Companys board of
F-12
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
directors are expected to hold their options prior to exercise
(expected lives), (c) expected dividend yield on the
Companys Common Stock, and (d) risk-free interest
rates, which are based on quoted U.S. Treasury rates for
securities with maturities approximating the options
expected lives.
Stock-based
Employee Compensation
Effective January 1, 2005, the Company adopted the fair
value based method of accounting for stock-based employee
compensation under the provisions of SFAS 123,
Accounting for Stock-Based Compensation, using the
modified prospective method as described in SFAS 148,
Accounting for Stock-Based
Compensation Transition and Disclosure. As
a result, effective January 1, 2005, the Company has been
recognizing expense, in an amount equal to the fair value of
share-based payments (including stock option awards) on their
date of grant, over the vesting period of the awards. Under the
modified prospective method, compensation expense for the
Company is recognized for (a) all share based payments
granted on or after January 1, 2005, (including replacement
options granted under the Companys stock option exchange
program which concluded on January 5, 2005 (see
Note 14a)) and (b) all awards granted to employees
prior to January 1, 2005 that were unvested on that date.
Prior to the adoption of the fair value method, the Company
accounted for stock-based compensation to employees under the
intrinsic value method of accounting set forth in Accounting
Principles Board Opinion No. (APB) 25,
Accounting for Stock Issued to Employees, and related
interpretations. Therefore, compensation expense related to
employee stock options was not reflected in operating expenses
in any period prior to the first quarter of 2005 and prior
period results have not been restated. For the year ended
December 31, 2005, non-cash stock-based employee
compensation expense related to stock option awards (Stock
Option Expense) totaled $20.0 million, of which
$19.9 million was recognized in operating expenses and
$0.1 million was capitalized in inventory. For the years
ended December 31, 2004 and 2003 had the Company adopted
the fair value based method of accounting for stock-based
employee compensation under the provisions of SFAS 123,
Stock Option Expense would have totaled $33.6 million and
$42.5 million, respectively, and the effect on the
Companys net income (loss) and net income (loss) per share
would have been as follows:
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
2003
|
|
|
Net income (loss), as reported
|
|
$
|
41,699
|
|
|
$
|
(107,458
|
)
|
Add: Stock-based employee
compensation expense included in reported net income (loss)
|
|
|
2,543
|
|
|
|
2,562
|
|
Deduct: Total stock-based employee
compensation expense determined under fair value based method
for all awards
|
|
|
(36,093
|
)
|
|
|
(45,048
|
)
|
|
|
|
|
|
|
|
|
|
Pro forma net income (loss), basic
and diluted
|
|
$
|
8,149
|
|
|
$
|
(149,944
|
)
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share
amounts:
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
0.75
|
|
|
$
|
(2.13
|
)
|
Pro forma
|
|
$
|
0.15
|
|
|
$
|
(2.97
|
)
|
Diluted net income (loss) per
share amounts:
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
0.74
|
|
|
$
|
(2.13
|
)
|
Pro forma
|
|
$
|
0.15
|
|
|
$
|
(2.97
|
)
|
In 2003, the Companys chief executive officer was granted
permission by the board of directors to initiate a net cashless
exercise of stock options. Upon completion of the net cashless
exercise, the Company recognized $0.3 million of
compensation expense, which equaled the excess of the fair
market value of the shares over the option exercise price on the
date that the board of directors granted its consent for the
transaction.
Other disclosures required by SFAS 123 have been included
in Note 14a.
F-13
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
Statement
of Cash Flows
Supplemental disclosure of noncash investing and financing
activities:
In 2004 and 2003, the Company awarded 105,052 and
219,367 shares, respectively, of Restricted Stock under the
Regeneron Pharmaceuticals, Inc. Long-Term Incentive Plan (see
Note 14a). No Restricted Stock was awarded in 2005. The
Company records unearned compensation in Stockholders
Equity related to these awards based on the fair market value of
shares of the Companys Common Stock on the grant date of
the Restricted Stock award, which is expensed, on a pro rata
basis, over the period that the restrictions on these shares
lapse. In 2005, 2004, and 2003, the Company recognized
$1.9 million, $2.5 million, and $2.3 million,
respectively, of compensation expense related to Restricted
Stock awards.
Included in accounts payable and accrued expenses at
December 31, 2005, 2004, and 2003 were $0.2 million,
$0.6 million, and $0.8 million of capital
expenditures, respectively.
Included in accounts payable and accrued expenses at
December 31, 2004, 2003, and 2002 were $0.6 million,
$0.9 million, and $0.7 million, respectively, of
accrued 401(k) Savings Plan contribution expense. During the
first quarter of 2005, 2004, and 2003, the Company contributed
90,385, 64,333, and 42,543 shares, respectively, of Common
Stock to the 401(k) Savings Plan in satisfaction of these
obligations.
Included in marketable securities at December 31, 2005,
2004, and 2003 were $1.2 million, $2.6 million, and
$0.9 million of accrued interest income, respectively.
Future
Impact of Recently Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board
(FASB) issued SFAS 123R, Share-Based
Payment. SFAS 123R is a revision of SFAS 123,
Accounting for Stock-Based Compensation (which we adopted
effective January 1, 2005, as described above), and
supersedes APB 25, Accounting for Stock Issued to
Employees, and its related implementation guidance.
SFAS 123R focuses primarily on accounting for transactions
in which an entity obtains employee services in share-based
payment transactions, and requires the recognition of
compensation expense in an amount equal to the fair value of the
share-based payment (including stock options and restricted
stock) issued to employees. SFAS 123R is effective for
fiscal years beginning after June 15, 2005. In March 2005,
the U.S. Securities and Exchange Commission
(SEC) issued Staff Accounting
Bulletin No. 107 (SAB 107) which
expresses views of the SEC staff regarding the application of
SFAS 123R. Among other things, SAB 107 provides
interpretive guidance related to the interaction between
SFAS 123R and certain SEC rules and regulations as well as
the SEC staffs views regarding the valuation of
share-based payment arrangements for public companies. The
Company is required to adopt SFAS 123R effective for the
fiscal year beginning January 1, 2006, and intends to do so
using the modified prospective method. Under the modified
prospective method, compensation cost is recognized beginning
with the effective date based on (a) the requirements of
SFAS 123R for all share-based payments granted after the
effective date and (b) the requirements of SFAS 123
for all awards granted to employees prior to the effective date
of SFAS 123R that remain unvested on the effective date. In
addition, the Company will consider the guidance of SAB 107
as it adopts SFAS 123R. Although the impact of adopting
SFAS 123R has not yet been quantified, management believes
that the adoption of this standard may have a material impact on
the Companys financial statements.
In May 2005, the FASB issued SFAS 154, Accounting
Changes and Error Corrections. SFAS 154 replaces
APB 20, Accounting Changes, and SFAS 3,
Reporting Accounting Changes in Interim Financial
Statements, and requires retrospective application to
prior-period financial statements of changes in accounting
principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of a change.
SFAS 154 also redefines restatement as the
revising of previously issued financial statements to reflect
the correction of an error. SFAS 154 is effective for
accounting changes and corrections of errors made in fiscal
years beginning after
F-14
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
December 15, 2005. The Company is required to adopt the
provisions of SFAS 154, as applicable, beginning
January 1, 2006.
In September 2005, the Company announced plans to reduce its
workforce by approximately 165 employees in connection with
narrowing the focus of the Companys research and
development efforts, substantial improvements in manufacturing
productivity, the June 2005 expiration of the Companys
collaboration with The Procter & Gamble Company, and
the expected completion of contract manufacturing for
Merck & Co., Inc. in late 2006. The majority of the
headcount reduction occurred in the fourth quarter of 2005, with
the remainder planned for 2006 following the completion of the
Companys contract manufacturing activities for Merck.
Costs associated with the workforce reduction are comprised
principally of severance payments and related payroll taxes,
employee benefits, and outplacement services. Termination costs
related to 2005 workforce reductions were expensed in the fourth
quarter of 2005, and included non-cash expenses due to the
accelerated vesting of certain stock options and restricted
stock held by affected employees. Estimated termination costs
associated with the planned workforce reduction in 2006 were
measured in October 2005 and are being expensed ratably over the
expected service period of the affected employees in accordance
with SFAS 146, Accounting for Costs Associated with Exit
or Disposal Activities. The Company estimates that total
costs associated with the 2005 and planned 2006 workforce
reductions will approximate $2.7 million, including
$0.2 million of non-cash expenses.
Severance costs associated with the workforce reduction plan
that were charged to expense in 2005 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs Charged to
|
|
|
Costs Paid or Settled
|
|
|
Accrued Liability at
|
|
|
|
Expense
|
|
|
in 2005
|
|
|
December 31, 2005
|
|
|
Employee severance, payroll taxes,
and benefits
|
|
$
|
1,786
|
|
|
$
|
879
|
|
|
$
|
907
|
|
Other severance costs
|
|
|
206
|
|
|
|
30
|
|
|
|
176
|
|
Non-cash expenses
|
|
|
221
|
|
|
|
221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,213
|
|
|
$
|
1,130
|
|
|
$
|
1,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These severance costs are included in the Companys
Statement of Operations for the year ended December 31,
2005 as follows:
|
|
|
|
|
|
|
|
|
|
|
Research &
|
|
|
General &
|
|
|
|
Development
|
|
|
Administrative
|
|
|
Employee severance, payroll taxes,
and benefits
|
|
$
|
1,734
|
|
|
$
|
52
|
|
Other severance costs
|
|
|
206
|
|
|
|
|
|
Non-cash expenses
|
|
|
215
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,155
|
|
|
$
|
58
|
|
|
|
|
|
|
|
|
|
|
For segment reporting purposes (see Note 19), all
severance-related expenses are included in the
Research & Development segment.
The Company considers its unrestricted marketable securities to
be
available-for-sale,
as defined by SFAS 115, Accounting for Certain
Investments in Debt and Equity Securities. Gross unrealized
holding gains
F-15
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
and losses are reported as a net amount in a separate component
of stockholders equity entitled Accumulated Other
Comprehensive Income (Loss). The net change in unrealized
holding gains and losses is excluded from operations and
included in stockholders equity as a separate component of
comprehensive income (loss).
The Company has revised on its balance sheet at
December 31, 2004 the classification of its investments in
auction rate securities from cash and cash equivalents to
short-term investments. Auction rate securities are securities
that have stated maturities beyond three months, but are priced
and traded as short-term investments due to the liquidity
provided through the auction mechanism that generally resets
interest rates every 28 or 35 days. The change in
classification resulted in a decrease in cash and cash
equivalents and corresponding increase in short-term marketable
securities of $6.0 million at December 31, 2004. The
Company held no auction rate securities at December 31,
2005. In addition, the Company revised its statements of cash
flows to reflect the purchases and sales of these securities as
investing activities rather than as a component of cash and cash
equivalents, resulting in increases in cash flows from investing
activities of $14.8 million and $14.2 million for the
years ended December 31, 2004 and 2003, respectively. This
change in classification had no impact on the Companys
previously reported current assets, net income (loss), or cash
flows from operations.
The following tables summarize the amortized cost basis of
marketable securities, the aggregate fair value of marketable
securities, and gross unrealized holding gains and losses at
December 31, 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
|
|
|
|
|
|
Unrealized Holding
|
|
|
|
Cost Basis
|
|
|
Fair Value
|
|
|
Gains
|
|
|
(Losses)
|
|
|
Net
|
|
|
At December 31,
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
42,203
|
|
|
$
|
42,122
|
|
|
$
|
5
|
|
|
$
|
(86
|
)
|
|
$
|
(81
|
)
|
U.S. government securities
|
|
|
52,959
|
|
|
|
52,763
|
|
|
|
|
|
|
|
(196
|
)
|
|
|
(196
|
)
|
Asset-backed securities
|
|
|
19,231
|
|
|
|
19,152
|
|
|
|
|
|
|
|
(79
|
)
|
|
|
(79
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,393
|
|
|
|
114,037
|
|
|
|
5
|
|
|
|
(361
|
)
|
|
|
(356
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities between one and two
years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
|
16,188
|
|
|
|
16,075
|
|
|
|
2
|
|
|
|
(115
|
)
|
|
|
(113
|
)
|
U.S. government securities
|
|
|
2,055
|
|
|
|
2,034
|
|
|
|
|
|
|
|
(21
|
)
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,243
|
|
|
|
18,109
|
|
|
|
2
|
|
|
|
(136
|
)
|
|
|
(134
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
132,636
|
|
|
$
|
132,146
|
|
|
$
|
7
|
|
|
$
|
(497
|
)
|
|
$
|
(490
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
58,077
|
|
|
$
|
57,971
|
|
|
$
|
8
|
|
|
$
|
(114
|
)
|
|
$
|
(106
|
)
|
U.S. government securities
|
|
|
137,105
|
|
|
|
136,777
|
|
|
|
|
|
|
|
(328
|
)
|
|
|
(328
|
)
|
Auction rate securities
|
|
|
6,005
|
|
|
|
6,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
201,187
|
|
|
|
200,753
|
|
|
|
8
|
|
|
|
(442
|
)
|
|
|
(434
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities between one and two
years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government securities
|
|
|
53,265
|
|
|
|
52,930
|
|
|
|
|
|
|
|
(335
|
)
|
|
|
(335
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
254,452
|
|
|
$
|
253,683
|
|
|
$
|
8
|
|
|
$
|
(777
|
)
|
|
$
|
(769
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition, cash and cash equivalents at December 31, 2005
included an unrealized holding gain of $20 thousand.
F-16
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
Realized gains and losses are included as a component of
investment income. For the years ended December 31, 2005,
2004, and 2003, gross realized gains and losses were not
significant. In computing realized gains and losses, the Company
computes the cost of its investments on a specific
identification basis. Such cost includes the direct costs to
acquire the securities, adjusted for the amortization of any
discount or premium. The fair value of marketable securities has
been estimated based on quoted market prices.
The following table shows the unrealized losses and fair value
of the Companys marketable securities with unrealized
losses that are deemed to be only temporarily impaired,
aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss
position, at December 31, 2005 and 2004. The securities
listed at December 31, 2005 mature at various dates through
April 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months
|
|
|
12 Months or Greater
|
|
|
Total
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
Fair Value
|
|
|
Loss
|
|
|
Fair Value
|
|
|
Loss
|
|
|
Fair Value
|
|
|
Loss
|
|
|
At December 31,
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
36,394
|
|
|
$
|
(201
|
)
|
|
|
|
|
|
|
|
|
|
$
|
36,394
|
|
|
$
|
(201
|
)
|
U.S. government securities
|
|
|
2,034
|
|
|
|
(21
|
)
|
|
$
|
52,762
|
|
|
$
|
(196
|
)
|
|
|
54,796
|
|
|
|
(217
|
)
|
Asset-backed securities
|
|
|
19,152
|
|
|
|
(79
|
)
|
|
|
|
|
|
|
|
|
|
|
19,152
|
|
|
|
(79
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
57,580
|
|
|
$
|
(301
|
)
|
|
$
|
52,762
|
|
|
$
|
(196
|
)
|
|
$
|
110,342
|
|
|
$
|
(497
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
29,267
|
|
|
$
|
(93
|
)
|
|
$
|
7,353
|
|
|
$
|
(21
|
)
|
|
$
|
36,620
|
|
|
$
|
(114
|
)
|
U.S. government securities
|
|
|
189,707
|
|
|
|
(663
|
)
|
|
|
|
|
|
|
|
|
|
|
189,707
|
|
|
|
(663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
218,974
|
|
|
$
|
(756
|
)
|
|
$
|
7,353
|
|
|
$
|
(21
|
)
|
|
$
|
226,327
|
|
|
$
|
(777
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The unrealized losses on the Companys investments in
corporate debt securities, U.S. government securities, and
asset-backed securities were primarily caused by interest rate
increases, which generally resulted in a decrease in the market
value of the Companys portfolio. Based upon the
Companys currently projected sources and uses of cash, the
Company intends to hold these securities until a recovery of
fair value, which may be maturity. Therefore, the Company does
not consider these marketable securities at December 31,
2005 and 2004 to be
other-than-temporarily
impaired.
Accounts receivable as of December 31, 2005 and 2004
consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Receivable from the sanofi-aventis
Group (see Note 12a)
|
|
$
|
36,412
|
|
|
$
|
39,362
|
|
Receivable from The
Procter & Gamble Company (see Note 12e)
|
|
|
|
|
|
|
2,345
|
|
Receivable from Merck &
Co. Inc. (see Note 13)
|
|
|
27
|
|
|
|
1,315
|
|
Other
|
|
|
82
|
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
36,521
|
|
|
$
|
43,102
|
|
|
|
|
|
|
|
|
|
|
Inventory balances at December 31, 2005 and 2004 consist of
raw materials, work-in process, and finished products associated
with the production of an intermediate for a Merck &
Co., Inc. pediatric vaccine under a long-term manufacturing
agreement which will expire in October 2006 (see Note 13).
F-17
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
Inventories as of December 31, 2005 and 2004 consist of the
following:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Raw materials
|
|
$
|
278
|
|
|
$
|
310
|
|
Work-in process
|
|
|
1,423
|
|
|
|
692
|
(1)
|
Finished products
|
|
|
1,203
|
|
|
|
2,227
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,904
|
|
|
$
|
3,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net of reserves of $0.3 million. |
|
|
7.
|
Property,
Plant, and Equipment
|
Property, plant, and equipment as of December 31, 2005 and
2004 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Land
|
|
$
|
475
|
|
|
$
|
475
|
|
Building and improvements
|
|
|
56,895
|
|
|
|
56,750
|
|
Leasehold improvements
|
|
|
31,192
|
|
|
|
30,451
|
|
Construction-in-progress
|
|
|
|
|
|
|
172
|
|
Laboratory and other equipment
|
|
|
57,395
|
|
|
|
55,174
|
|
Furniture, fixtures, and computer
equipment
|
|
|
4,675
|
|
|
|
5,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,632
|
|
|
|
148,520
|
|
Less, accumulated depreciation and
amortization
|
|
|
(90,097
|
)
|
|
|
(77,281
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
60,535
|
|
|
$
|
71,239
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense on property, plant, and
equipment amounted to $15.4 million, $15.5 million,
and $13.0 million for the years ended December 31,
2005, 2004, and 2003, respectively. Included in these amounts
was $0.9 million, $1.1 million, and $1.1 million
of depreciation and amortization expense related to contract
manufacturing that was capitalized into inventory for the years
ended December 31, 2005, 2004, and 2003, respectively.
|
|
8.
|
Accounts
Payable and Accrued Expenses
|
Accounts payable and accrued expenses as of December 31,
2005 and 2004 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Accounts payable
|
|
$
|
4,203
|
|
|
$
|
4,407
|
|
Accrued payroll and related costs
|
|
|
10,713
|
|
|
|
7,972
|
|
Accrued clinical trial expense
|
|
|
3,081
|
|
|
|
2,083
|
|
Accrued expenses, other
|
|
|
3,048
|
|
|
|
2,118
|
|
Interest payable on convertible
notes
|
|
|
2,292
|
|
|
|
2,292
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,337
|
|
|
$
|
18,872
|
|
|
|
|
|
|
|
|
|
|
F-18
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
Deferred revenue as of December 31, 2005 and 2004 consists
of the following:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Current portion:
|
|
|
|
|
|
|
|
|
Received from the sanofi-aventis
Group
|
|
$
|
12,483
|
|
|
$
|
9,405
|
|
Received from Merck &
Co., Inc.
|
|
|
1,911
|
|
|
|
4,407
|
|
Other
|
|
|
2,626
|
|
|
|
1,455
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
17,020
|
|
|
$
|
15,267
|
|
|
|
|
|
|
|
|
|
|
Long-term portion:
|
|
|
|
|
|
|
|
|
Received from sanofi-aventis
|
|
$
|
69,142
|
|
|
$
|
56,426
|
|
|
|
|
|
|
|
|
|
|
The Companys Amended Certificate of Incorporation provides
for the issuance of up to 40 million shares of Class A
Stock, par value $0.001 per share, and 160 million
shares of Common Stock, par value $0.001 per share. Shares
of Class A Stock are convertible, at any time, at the
option of the holder into shares of Common Stock on a
share-for-share
basis. Holders of Class A Stock have rights and privileges
identical to Common Stockholders except that Class A
Stockholders are entitled to ten votes per share, while Common
Stockholders are entitled to one vote per share. Class A
Stock may only be transferred to specified Permitted
Transferees, as defined. The Companys board of directors
(the Board) is authorized to issue up to
30 million shares of preferred stock, in series, with
rights, privileges, and qualifications of each series determined
by the Board.
During 1996, the Company adopted a Shareholder Rights Plan in
which Rights were distributed as a dividend at the rate of one
Right for each share of Common Stock and Class A Stock
(collectively, Stock) held by shareholders of record
as of the close of business on October 18, 1996. Each Right
initially entitles the registered holder to buy a unit
(Unit) consisting of one-one thousandth of a share
of Series A Junior Participating Preferred Stock (A
Preferred Stock) at a purchase price of $120 per Unit
(the Purchase Price). Initially the Rights were
attached to all Stock certificates representing shares then
outstanding, and no separate Rights certificates were
distributed. The Rights will separate from the Stock and a
distribution date will occur upon the earlier of
(i) ten days after a public announcement that a person or
group of affiliated or associated persons, excluding certain
defined persons, (an Acquiring Person) has acquired,
or has obtained the right to acquire, beneficial ownership of
20% or more of the outstanding shares of Stock or (ii) ten
business days following the commencement of a tender offer or
exchange offer that would result in a person or group
beneficially owning 20% or more of such outstanding shares of
Stock. The Rights are not exercisable unless a distribution date
occurs and will expire at the close of business on
October 18, 2006 unless earlier redeemed by the Company,
subject to certain defined restrictions, for $.01 per
Right. In the event that an Acquiring Person becomes the
beneficial owner of 20% or more of the then outstanding shares
of Stock (unless such acquisition is made pursuant to a tender
or exchange offer for all outstanding shares of the Company, at
a price determined by a majority of the independent directors of
the Company who are not representatives, nominees, affiliates,
or associates of an Acquiring Person to be fair and otherwise in
the best interest of the Company and its shareholders after
receiving advice from one or more investment banking firms),
each Right (other than Rights held by the Acquiring Person) will
entitle the holder to purchase, at the Rights then current
exercise price, common shares (or, in certain circumstances,
cash, property, or other securities of the Company) having a
value twice the Rights Exercise Price. The Rights
Exercise Price is the Purchase Price times the number of shares
of Common Stock associated with each Right (initially, one).
Upon the occurrence of any such events, the Rights held by an
Acquiring Person become null and void. In certain circumstances,
a Right entitles the
F-19
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
holder to receive, upon exercise, shares of common stock of an
acquiring company having a value equal to two times the
Rights Exercise Price.
As a result of the Shareholder Rights Plan, the Companys
Board designated 100,000 shares of preferred stock as A
Preferred Stock. The A Preferred Stock has certain preferences,
as defined.
In October 2001, the Company completed a private placement of
$200.0 million aggregate principal amount of senior
subordinated notes, which are convertible into shares of the
Companys Common Stock. See Note 11d.
In March 2003, Novartis Pharma AG purchased $48.0 million
of newly issued unregistered shares of the Companys Common
Stock. Regeneron issued 2,400,000 shares of Common Stock to
Novartis in March 2003 and an additional 5,127,050 shares
in May 2003 for a total of 7,527,050 shares based upon the
average closing price of the Common Stock for the 20 consecutive
trading days ending May 12, 2003. See Note 12b.
In August 2003, Regeneron issued to Merck & Co., Inc.,
109,450 newly issued unregistered shares of the Companys
Common Stock as consideration for a non-exclusive license
agreement granted by Merck to the Company. In August 2004, the
Company repurchased these shares from Merck for a purchase price
of $0.9 million based on the fair market value of the
shares on August 19, 2004. The shares were subsequently
retired. See Note 11e.
In September 2003, Aventis Pharmaceuticals, Inc. (now a member
of the sanofi-aventis Group) purchased 2,799,552 newly issued
unregistered shares of the Companys Common Stock for
$45.0 million, based upon the average closing price of the
Common Stock for the five consecutive trading days ending
September 4, 2003. See Note 12a.
|
|
11.
|
Commitments
and Contingencies
|
a. Operating
Leases
The Company leases laboratory and office facilities in
Tarrytown, New York under operating lease agreements which
expire through December 2009 and contain renewal options for
lease extensions on certain facilities through December 2014.
The Company also leases manufacturing, office, and warehouse
facilities in Rensselaer, New York under an operating lease
agreement which expires in July 2007 and contains renewal
options to extend the lease for two additional five-year terms
and a purchase option. The leases provide for base rent plus
additional rental charges for utilities, taxes, and operating
expenses, as defined.
The Company leases certain laboratory and office equipment under
operating leases which expire at various times through 2009.
At December 31, 2005, the future minimum noncancelable
lease commitments under operating leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
Facilities
|
|
|
Equipment
|
|
|
Total
|
|
|
2006
|
|
$
|
4,571
|
|
|
$
|
205
|
|
|
$
|
4,776
|
|
2007
|
|
|
4,535
|
|
|
|
95
|
|
|
|
4,630
|
|
2008
|
|
|
1,800
|
|
|
|
25
|
|
|
|
1,825
|
|
2009
|
|
|
1,800
|
|
|
|
6
|
|
|
|
1,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
12,706
|
|
|
$
|
331
|
|
|
$
|
13,037
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-20
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
Rent expense under operating leases was:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Facilities
|
|
|
Equipment
|
|
|
Total
|
|
|
2005
|
|
$
|
4,606
|
|
|
$
|
319
|
|
|
$
|
4,925
|
|
2004
|
|
|
5,351
|
|
|
|
303
|
|
|
|
5,654
|
|
2003
|
|
|
5,394
|
|
|
|
305
|
|
|
|
5,699
|
|
In addition to its rent expense for various facilities, the
Company paid additional rental charges for utilities, real
estate taxes, and operating expenses of $9.5 million,
$6.0 million, and $6.0 million for the years ended
December 31, 2005, 2004, and 2003, respectively.
b. Capital
Leases
In 2003 and prior years, the Company had leased equipment under
noncancelable capital leases. As of December 31, 2003, the
Company had no remaining capital leases outstanding.
In March 2003, the Company entered into a collaboration
agreement with Novartis Pharma AG. In accordance with that
agreement, Regeneron funded its share of 2003 collaboration
development expenses through a loan from Novartis, which bore
interest at a rate per annum equal to the LIBOR rate plus 2.5%,
compounded quarterly. In March 2004, Novartis forgave its
outstanding loan to Regeneron totaling $17.8 million,
including accrued interest, based on Regenerons achieving
a pre-defined development milestone. See Note 12b.
In October 2001, the Company issued $200.0 million
aggregate principal amount of convertible senior subordinated
notes (Notes) in a private placement for proceeds to
the Company of $192.7 million, after deducting the initial
purchasers discount and
out-of-pocket
expenses (collectively, Deferred Financing Costs).
The Notes bear interest at 5.5% per annum, payable
semi-annually, and mature on October 17, 2008. Deferred
Financing Costs, which are included in other assets, are
amortized as interest expense over the period from the
Notes issuance to stated maturity. The Notes are
convertible, at the option of the holder at any time, into
shares of the Companys Common Stock at a conversion price
of approximately $30.25 per share, subject to adjustment in
certain circumstances. Regeneron may also redeem some or all of
the Notes at any time if the closing price of the Companys
Common Stock has exceeded 140% of the conversion price then in
effect for a specified period of time. The fair market value of
the Notes fluctuates over time. The estimated fair value of the
Notes at December 31, 2005 was approximately
$193.1 million.
With respect to the Notes, the Company pledged as collateral
$31.6 million of U.S. government securities
(Restricted Marketable Securities) which matured at
various dates through October 2004. Upon maturity, the proceeds
of the Restricted Marketable Securities paid the scheduled
interest payments made on the Notes in 2002, 2003, and 2004 when
due. At December 31, 2004 there were no remaining
Restricted Marketable Securities.
|
|
e.
|
Research
Collaboration and Licensing Agreements
|
As part of the Companys research and development efforts,
the Company enters into research collaboration and licensing
agreements with related and unrelated companies, scientific
collaborators, universities, and consultants. These agreements
contain varying terms and provisions which include fees and
milestones to be paid by the Company, services to be provided,
and ownership rights to certain proprietary technology developed
under the agreements. Some of the agreements contain provisions
which require the Company to pay royalties, as defined, at
F-21
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
rates that range from 0.25% to 16.5%, in the event the Company
sells or licenses any proprietary products developed under the
respective agreements.
Certain agreements under which the Company is required to pay
fees permit the Company, upon 30 to
90-day
written notice, to terminate such agreements. With respect to
payments associated with these agreements, the Company incurred
expenses of $1.0 million, $1.4 million, and
$2.7 million for the years ended December 31, 2005,
2004, and 2003, respectively.
In August 2003, Merck & Co., Inc. granted the Company a
non-exclusive license agreement to certain patents and patent
applications which may be used in the development and
commercialization of products that act on the ciliary
neurotrophic factor, or CNTF, receptor for the treatment of
obesity. As consideration, the Company issued to Merck 109,450
newly issued unregistered shares of its Common Stock (the
Merck Shares), valued at $1.5 million based on
the fair market value of shares of the Companys Common
Stock on the agreements effective date. In August 2004,
the Company repurchased from Merck, and subsequently retired,
the Merck Shares for $0.9 million based on the fair market
value of the shares on August 19, 2004. The Company also
made a cash payment of $0.6 million to Merck as required
under the license agreement. The agreement also requires the
Company to make an additional payment to Merck upon receipt of
marketing approval for a product covered by the licensed
patents. In addition, the Company would be required to pay
royalties, at staggered rates in the mid-single digits, based on
the net sales of products covered by the licensed patents.
|
|
12.
|
Research
and Development Agreements
|
The Company has entered into various agreements related to its
activities to develop and commercialize product candidates and
utilize its technology platforms. Amounts earned by the Company
in connection with these agreements, which were recognized as
contract research and development revenue, research progress
payments, or other contract income, as applicable, totaled
$83.1 million, $198.7 million, and $47.4 million
in 2005, 2004, and 2003, respectively. Total Company incurred
expenses associated with these agreements, which include
reimbursable and non-reimbursable amounts and an allocable
portion of general and administrative costs, were
$42.2 million, $75.3 million and $56.0 million in
2005, 2004, and 2003, respectively. Significant agreements are
described below.
|
|
a.
|
The
sanofi-aventis Group
|
In September 2003, the Company entered into a collaboration
agreement (the Aventis Agreement) with Aventis
Pharmaceuticals Inc. (now a member of the sanofi-aventis Group),
to jointly develop and commercialize the Companys Vascular
Endothelial Growth Factor (VEGF) Trap. In connection
with this agreement, sanofi-aventis made a non-refundable
up-front payment of $80.0 million and purchased 2,799,552
newly issued unregistered shares of the Companys Common
Stock for $45.0 million, based upon the average closing
price of the Common Stock for the five consecutive trading days
ending September 4, 2003.
In January 2005, the Company and sanofi-aventis amended the
Aventis Agreement to exclude intraocular delivery of the VEGF
Trap to the eye (Intraocular Delivery) from joint
development under the agreement, and product rights to the VEGF
Trap in Intraocular Delivery reverted to Regeneron. In
connection with this amendment, sanofi-aventis made a
$25.0 million non-refundable payment to Regeneron (the
Intraocular Termination Payment) in January 2005.
In December 2005, the Company and sanofi-aventis amended the
Aventis Agreement to expand the territory in which the companies
are collaborating on the development of the VEGF Trap to include
Japan. As a result, the collaboration now includes joint
development of the VEGF Trap throughout the world in all
indications, except for Intraocular Delivery. In connection with
this amendment, sanofi-aventis agreed to make a
$25.0 million non-refundable up-front payment to the
Company, which was received in January 2006. The Company may
also receive up to $40.0 million in milestone payments upon
receipt of specified marketing approvals for up to five VEGF
Trap
F-22
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
indications in Japan and a royalty of approximately 35% on
annual sales of the VEGF Trap in Japan, subject to certain
potential adjustments.
Under the Aventis Agreement, as amended, Regeneron and
sanofi-aventis will share co-promotion rights and profits on
sales, if any, of the VEGF Trap outside of Japan, except for
sales in Intraocular Delivery. The Company may also receive up
to $400.0 million in additional milestone payments upon
receipt of specified marketing approvals, including up to $360.0
million for up to eight VEGF Trap indications in the United
States or the European Union. In December 2004, Regeneron earned
a $25.0 million payment from sanofi-aventis, which was
received in January 2005, upon the achievement of an early-stage
clinical milestone.
Under the Aventis Agreement, as amended, agreed upon worldwide
development expenses incurred by both companies during the term
of the agreement will be funded by sanofi-aventis. If the
collaboration becomes profitable, Regeneron will be obligated to
reimburse sanofi-aventis for 50% of these development expenses,
or half of $130.5 million as of December 31, 2005, in
accordance with a formula based on the amount of development
expenses and Regenerons share of the collaboration profits
and Japan royalties, or at a faster rate at Regenerons
option. Regeneron has the option to conduct additional
pre-Phase III studies at its own expense. In connection
with the January 2005 amendment to the Aventis Agreement, the
Intraocular Termination Payment of $25.0 million will be
considered a VEGF Trap development expense and will be subject
to 50% reimbursement by Regeneron to sanofi-aventis, as
described above, if the collaboration becomes profitable. In
addition, if the first commercial sale of a VEGF Trap product in
Intraocular Delivery predates the first commercial sale of a
VEGF Trap product under the collaboration by two years,
Regeneron will begin reimbursing sanofi-aventis for up to
$7.5 million of VEGF Trap development expenses in
accordance with a formula until the first commercial VEGF Trap
sale under the collaboration occurs.
Sanofi-aventis has the right to terminate the agreement without
cause with at least twelve months advance notice. Upon
termination of the agreement for any reason, Regenerons
obligation to reimburse sanofi-aventis for 50% of VEGF Trap
development expenses will terminate and the Company will retain
all rights to the VEGF Trap.
Revenue related to payments from sanofi-aventis is being
recognized under the Substantive Milestone Method (see
Note 2) in accordance with SAB 104. The up-front
payments received in September 2003 and January 2006, of
$80.0 million and $25.0 million, respectively, and
reimbursement of Regeneron-incurred development expenses, are
being recognized as contract research and development revenue
over the development period. Milestone payments are classified
as research progress payments. In addition to the
$25.0 million research progress payment earned in 2004, the
Company recognized $43.4 million, $78.3 million, and
$14.3 million of contract research and development revenue
in 2005, 2004, and 2003, respectively, in connection with the
Aventis Agreement. The Company also recognized the
$25.0 million Intraocular Termination Payment as other
contract income in 2005. At December 31, 2005 and 2004,
amounts receivable from sanofi-aventis totaled
$36.4 million and $39.4 million, respectively, and
deferred revenue was $81.6 million and $65.8 million,
respectively.
In March 2003, the Company entered into a collaboration
agreement (the Novartis Agreement) with Novartis
Pharma AG to jointly develop and commercialize the
Companys Interleukin-1 Cytokine Trap (IL-1
Trap). In connection with this agreement, Novartis made a
non-refundable up-front payment of $27.0 million and
purchased $48.0 million of newly issued unregistered shares
of the Companys Common Stock. Regeneron issued
2,400,000 shares of Common Stock to Novartis in March 2003
and an additional 5,127,050 shares in May 2003 for a total
of 7,527,050 shares based upon the average closing price of
the Common Stock for the 20 consecutive trading days ending
May 12, 2003.
Development expenses incurred during 2003 were shared equally by
the Company and Novartis. Regeneron funded its share of 2003
development expenses through a loan (the 2003 Loan)
from Novartis, which bore interest
F-23
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
at a rate per annum equal to the LIBOR rate plus 2.5%,
compounded quarterly. As of December 31, 2003, the 2003
Loan balance due Novartis, including accrued interest, totaled
$13.8 million. In March 2004, Novartis forgave the 2003
Loan and accrued interest thereon, totaling $17.8 million,
based on Regenerons achieving a pre-defined development
milestone.
In February 2004, Novartis provided notice of its intention not
to proceed with the joint development of the
IL-1 Trap.
In March 2004, Novartis agreed to pay the Company
$42.75 million to satisfy its obligation to fund
development costs for the IL-1 Trap for the nine month period
following its notification and for the two months prior to that
notice. The Company recorded the $42.75 million as other
contract income in 2004. Regeneron and Novartis each retain
rights under the collaboration agreement to elect to collaborate
in the future on the development and commercialization of
certain other IL-1 antagonists.
Revenue related to payments from Novartis was recognized under
the Substantive Milestone Method (see Note 2) in
accordance with SAB 104. The up-front payment of
$27.0 million and reimbursement of Novartis share of
Regeneron-incurred development expenses were recognized as
contract research and development revenue. Forgiveness in 2004
of the 2003 Loan and accrued interest was recognized as a
research progress payment. In 2003, the Company recognized
$21.4 million of contract research and development revenue
in connection with the Novartis Agreement. In 2004, the Company
recognized contract research and development revenue of
$22.1 million, which represented the remaining amount of
the $27.0 million up-front payment from Novartis that had
previously been deferred. At December 31, 2005 and 2004,
there were no amounts receivable from Novartis and no deferred
revenue.
In August 1990, the Company entered into a collaboration
agreement (the Amgen Agreement) with Amgen Inc. to
develop and attempt to commercialize two proprietary products
(the Products). The Amgen Agreement, among other
things, provided for Amgen and the Company to form a partnership
(Amgen-Regeneron Partners or the
Partnership) to complete the development and to
commercialize the Products. Amgen and the Company held equal
ownership interests in the Partnership. In November 2005, the
Company and Amgen agreed to terminate the Amgen Agreement and
Amgen-Regeneron Partners, as there were no ongoing activities to
develop the Products, and in December 2005, the Company and
Amgen each made capital withdrawals of $0.5 million from
the Partnership. Neither party is entitled to receive royalties
based on any products arising from the collaboration. The
Company accounted for its investment in the Partnership in
accordance with the equity method of accounting. In 2005, 2004,
and 2003, the Company recognized its share of the Partnership
net income (loss) in the amounts of $10 thousand, $134 thousand,
and ($63 thousand), respectively, which represents 50% of the
total Partnership net income (loss). Selected financial data of
the Partnership as of and for the years ended December 31,
2005, 2004, and 2003 are not significant.
In July 2002, Amgen and Immunex Corporation (now part of Amgen)
granted the Company a non-exclusive license to certain patents
and patent applications which may be used in the development and
commercialization of the IL-1 Trap. The license followed two
other licensing arrangements under which Regeneron obtained a
non-exclusive license to patents owned by ZymoGenetics, Inc. and
Tularik Inc. for use in connection with the IL-1 Trap program.
These license agreements would require the Company to pay
royalties based on the net sales of the IL-1 Trap if and when it
is approved for sale. In total, the royalty rate under these
three agreements would be in the mid-single digits.
|
|
d.
|
Sumitomo
Chemical Company, Ltd.
|
During 1989, Sumitomo Chemical Co., Ltd. entered into a
Technology Development Agreement (TDA) with
Regeneron and paid the Company $5.6 million. In
consideration for this payment, Sumitomo Chemical
F-24
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
received a fifteen year limited right of first negotiation to
license up to three of the Companys product candidates in
Japan. In connection with the Companys implementation of
SAB 101 (see Note 2), the Company recognized this
payment as revenue on a straight-line basis over the term of the
TDA. The TDA expired in March 2004.
|
|
e.
|
The
Procter & Gamble Company
|
In May 1997, the Company entered into a long-term collaboration
agreement with The Procter & Gamble Company to
discover, develop, and commercialize pharmaceutical products and
Procter & Gamble agreed to provide funding for
Regenerons research efforts related to the collaboration.
Effective December 31, 2000, the Company and
Procter & Gamble entered into a new collaboration
agreement (the P&G Agreement), replacing the
companies May 1997 agreement. The P&G Agreement
extended Procter & Gambles obligation to
fund Regeneron research through December 2005, with no
further research obligations by either party thereafter, and
focused the companies collaborative research on
therapeutic areas that were of particular interest to
Procter & Gamble. Under the P&G Agreement, research
support from Procter & Gamble was $2.5 million per
quarter, plus adjustments for inflation, through December 2005.
Procter & Gamble and the Company divided rights to
programs from their former collaboration agreement that were no
longer part of the P&G Agreement.
In June 2005, the Company and Procter & Gamble amended
the P&G Agreement. Pursuant to the terms of the modified
agreement, the Company and Procter & Gamble agreed that
the research activities of the parties under the P&G
Agreement were completed on June 30, 2005, six months prior
to the December 31, 2005 expiration date in the P&G
Agreement. In connection with the amendment, Procter &
Gamble made a one-time $5.6 million payment to Regeneron
and the Company paid approximately $1.0 million to
Procter & Gamble to acquire certain capital equipment
owned by Procter & Gamble and located at the
Companys facilities. Procter & Gamble and the
Company divided rights to research programs and pre-clinical
product candidates that were developed during the research term
of the P&G Agreement. Neither party has the right to
participate in the development or commercialization of the other
partys product candidates. The Company is entitled to
receive royalties based on any future product sales of a
Procter & Gamble pre-clinical candidate arising from
the collaboration. In addition, in 1997 through 1999,
Procter & Gamble provided research support for the
Companys AXOKINE program and, as a result, will be
entitled to receive a small royalty on any sales of AXOKINE.
Neither party is entitled to receive royalties or other payments
based on any other products arising from the collaboration.
Contract research and development revenue related to the
Companys collaboration with Procter & Gamble was
$6.0 million, $10.5 million, and $10.6 million in
2005, 2004, and 2003, respectively. In addition, the one-time
$5.6 million payment made by Procter & Gamble to
the Company in connection with the amendment to the P&G
Agreement was recognized as other contract income in 2005. At
December 31, 2004 and 2003, amounts receivable from
Procter & Gamble totaled $2.3 million and
$2.7 million, respectively. At December 31, 2005,
there were no amounts receivable from Procter & Gamble.
In December 2002, the Company entered into an agreement (the
Serono Agreement) with Serono S.A. to use
Regenerons proprietary VelociGene technology platform to
provide Serono with knock-out and transgenic mammalian models of
gene function (Materials). Serono made an advance
payment of $1.5 million (the Retainer) to
Regeneron in December 2002, which was accounted for as deferred
revenue. Regeneron recognizes revenue and reduces the Retainer
as Materials are shipped to and accepted by Serono. The Serono
Agreement contains provisions for minimum yearly order
quantities and replenishment of the Retainer when the balance
declines below a specified threshold. In 2005, 2004, and 2003,
the Company recognized $2.2 million, $2.1 million,
F-25
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
and $0.7 million, respectively, of contract research and
development revenue in connection with the Serono Agreement.
|
|
13.
|
Manufacturing
Agreement
|
During 1995, the Company entered into a long-term manufacturing
agreement with Merck & Co., Inc., as amended, (the
Merck Agreement) to produce an intermediate (the
Intermediate) for a Merck pediatric vaccine at the
Companys Rensselaer, New York facility. The Company agreed
to modify portions of its facility for manufacture of the
Intermediate and to assist Merck in securing regulatory approval
for such manufacture in the Companys facility. The Merck
Agreement calls for the Company to manufacture Intermediate for
Merck for a specified period of time (the Production
Period), with certain minimum order quantities each year.
The Production Period commenced in November of 1999 and
originally extended for six years. In February 2005, the Company
and Merck amended the Merck Agreement to extend the Production
Period through October 2006, after which the Merck Agreement
will terminate.
Merck agreed to reimburse the Company for the capital costs to
modify the facility (Capital Costs). Merck also
agreed to pay an annual facility fee (the Facility
Fee) of $1.0 million beginning March 1995, subject to
annual adjustment for inflation. During the Production Period,
Merck agreed to reimburse the Company for certain manufacturing
costs, pay the Company a variable fee based on the quantity of
Intermediate supplied to Merck, and make additional bi-annual
payments (Additional Payments), as defined. In
addition, Merck agreed to reimburse the Company for the cost of
Company activities performed on behalf of Merck prior to the
Production Period and for miscellaneous costs during the
Production Period (Internal Costs). These payments
are recognized as contract manufacturing revenue as follows:
(i) payments for Internal Costs are recognized as the
activities are performed, (ii) the Facility Fee and
Additional Payments are recognized over the period to which they
relate, (iii) payments for Capital Costs were deferred and
are recognized as Intermediate is shipped to Merck, and
(iv) payments related to the manufacture of Intermediate
during the Production Period (Manufacturing
Payments) are recognized after the Intermediate is tested
and approved by, and shipped (FOB Shipping Point) to, Merck.
In 2005, 2004, and 2003, Merck contract manufacturing revenue
totaled $13.7 million, $18.1 million, and
$10.1 million, respectively. Such amounts include
$1.4 million, $3.6 million, and $1.7 million of
previously deferred Capital Costs, respectively.
|
|
14.
|
Incentive
and Stock Purchase Plans
|
|
|
a.
|
Long-Term
Incentive Plans
|
During 2000, the Company established the Regeneron
Pharmaceuticals, Inc. 2000 Long-Term Incentive Plan (2000
Incentive Plan) which, as amended, provides for the
issuance of up to 18,500,000 shares of Common Stock in
respect of awards. In addition, shares of Common Stock
previously approved by shareholders for issuance under the
Regeneron Pharmaceuticals, Inc. 1990 Long-Term Incentive Plan
(1990 Incentive Plan) that are not issued under the
1990 Incentive Plan, may be issued as awards under the 2000
Incentive Plan. Employees of the Company, including officers,
and nonemployees, including consultants and nonemployee members
of the board of directors, (collectively,
Participants) may receive awards as determined by a
committee of independent directors (Committee). The
awards that may be made under the 2000 Incentive Plan include:
(a) Incentive Stock Options (ISOs) and
Nonqualified Stock Options, (b) shares of Restricted Stock,
(c) shares of Phantom Stock, (d) Stock Bonuses, and
(e) Other Awards.
Stock Option awards grant Participants the right to purchase
shares of Common Stock at prices determined by the Committee;
however, in the case of an ISO, the option exercise price will
not be less than the fair market value of a share of Common
Stock on the date the Option is granted. Options vest over a
period of time determined by the
F-26
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
Committee, generally on a pro rata basis over a three to five
year period. The Committee also determines the expiration date
of each Option; however, no ISO is exercisable more than ten
years after the date of grant.
Restricted Stock awards grant Participants shares of restricted
Common Stock or allow Participants to purchase such shares at a
price determined by the Committee. Such shares are
nontransferable for a period determined by the Committee
(vesting period). Should employment terminate, as
defined by the 2000 Incentive Plan, the ownership of the
Restricted Stock, which has not vested, will be transferred to
the Company, except under defined circumstances with Committee
approval, in consideration of amounts, if any, paid by the
Participant to acquire such shares. In addition, if the Company
requires a return of the Restricted Shares, it also has the
right to require a return of all dividends paid on such shares.
Phantom Stock awards provide the Participant the right to
receive, within 30 days of the date on which the share
vests, an amount, in cash
and/or
shares of the Companys Common Stock as determined by the
Committee, equal to the sum of the fair market value of a share
of Common Stock on the date such share of Phantom Stock vests
and the aggregate amount of cash dividends paid with respect to
a share of Common Stock during the period from the grant date of
the share of Phantom Stock to the date on which the share vests.
Stock Bonus awards are bonuses payable in shares of Common Stock
which are granted at the discretion of the Committee.
Other Awards are other forms of awards which are valued based on
the Companys Common Stock. Subject to the provisions of
the 2000 Incentive Plan, the terms and provisions of such Other
Awards are determined solely on the authority of the Committee.
During 1990, the Company established the 1990 Incentive Plan
which, as amended, provided for a maximum of
6,900,000 shares of Common Stock in respect of awards.
Employees of the Company, including officers, and nonemployees,
including consultants and nonemployee members of the board of
directors, received awards as determined by a committee of
independent directors. Under the provisions of the 1990
Incentive Plan, there will be no future awards from the plan.
Awards under the 1990 Incentive Plan consisted of Incentive
Stock Options and Nonqualified Stock Options which generally
vest on a pro rata basis over a three or five year period and
have a term of ten years.
The 1990 and 2000 Incentive Plans contain provisions that allow
for the Committee to provide for the immediate vesting of awards
upon a change in control of the Company, as defined.
As described in Note 2, effective January 1, 2005, the
Company adopted the fair value based method of accounting for
stock-based employee compensation under the provisions of
SFAS 123 using the modified prospective method as described
in SFAS 148. As a result, effective January 1, 2005,
the Company has been recognizing expense, in an amount equal to
the fair value of share-based payments (including stock option
awards) on their date of grant, over the vesting period of the
awards. Under the modified prospective method, compensation
expense for the Company is recognized for (a) all share
based payments granted on or after January 1, 2005,
(including replacement options granted under the Companys
stock option exchange program which concluded on January 5,
2005) and (b) all awards granted to employees prior to
January 1, 2005 that were unvested on that date. Prior to
the adoption of the fair value method, the Company accounted for
stock-based compensation to employees under the intrinsic value
method of accounting set forth in APB 25 and related
interpretations. Therefore, compensation expense related to
employee stock options was not reflected in operating expenses
in any period prior to the first quarter of 2005 and prior
period results have not been restated. The effect on the
Companys net income (loss) and net income (loss) per share
for the years ended December 31, 2004 and 2003, had
compensation costs for the Incentive Plans been determined in
accordance with the fair value based method of accounting for
stock-based employee compensation as prescribed by
SFAS 123, is shown in Note 2.
Prior to the Companys adoption of SFAS 123, in
accordance with APB 25 and related interpretations, the
Company recorded compensation expense from issuances of employee
Restricted Stock awards. When the terms of
F-27
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
the award were fixed, compensation expense for Restricted Stock
awards totaled the grant date intrinsic value, amortized over
the vesting period.
Transactions involving stock option awards during 2005, 2004,
and 2003 under the 1990 and 2000 Incentive Plans are summarized
in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
Number of Shares
|
|
|
Exercise Price
|
|
|
Stock options outstanding at
December 31, 2002
|
|
|
11,563,950
|
|
|
$
|
21.08
|
|
2003:
|
|
|
|
|
|
|
|
|
Stock options granted
|
|
|
2,634,570
|
|
|
$
|
13.45
|
|
Stock options canceled
|
|
|
(265,107
|
)
|
|
$
|
22.62
|
|
Stock options exercised
|
|
|
(795,114
|
)
|
|
$
|
7.07
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding at
December 31, 2003
|
|
|
13,138,299
|
|
|
$
|
20.36
|
|
2004:
|
|
|
|
|
|
|
|
|
Stock options granted
|
|
|
2,828,484
|
|
|
$
|
9.90
|
|
Stock options canceled
|
|
|
(514,947
|
)
|
|
$
|
21.10
|
|
Stock options exercised
|
|
|
(311,268
|
)
|
|
$
|
5.98
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding at
December 31, 2004
|
|
|
15,140,568
|
|
|
$
|
18.68
|
|
2005:
|
|
|
|
|
|
|
|
|
Stock options granted
|
|
|
4,551,360
|
|
|
$
|
10.08
|
|
Stock options canceled
|
|
|
(4,374,518
|
)
|
|
$
|
25.96
|
|
Stock options exercised
|
|
|
(597,918
|
)
|
|
$
|
9.50
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding at
December 31, 2005
|
|
|
14,719,492
|
|
|
$
|
14.23
|
|
|
|
|
|
|
|
|
|
|
In addition, in October 2005, the Company accelerated vesting of
certain stock options held by employees affected by the
Companys 2005 workforce reductions (see Note 3).
The Company grants stock options with exercise prices that are
equal to or greater than the fair market value of the
Companys Common Stock on the date of grant. The table
below summarizes the weighted-average exercise prices and
weighted-average grant-date fair values of options issued during
the years ended December 31, 2003, 2004, and 2005. The
total number of options exercisable at December 31, 2005,
2004, and 2003 was 7,321,256, 8,628,873, and 5,940,268,
respectively, with weighted average exercise prices of $17.79,
$21.05, and $19.45, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Options
|
|
|
Weighted-Average
|
|
|
Weighted-Average
|
|
|
|
Granted
|
|
|
Exercise Price
|
|
|
Fair Value
|
|
|
2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price equal to market
price
|
|
|
2,634,570
|
|
|
$
|
13.45
|
|
|
$
|
10.12
|
|
2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price equal to market
price
|
|
|
2,796,873
|
|
|
$
|
9.89
|
|
|
$
|
7.53
|
|
Exercise price greater than market
price
|
|
|
31,611
|
|
|
$
|
10.44
|
|
|
$
|
6.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2004 grants
|
|
|
2,828,484
|
|
|
$
|
9.90
|
|
|
$
|
7.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price equal to market
price
|
|
|
4,551,360
|
|
|
$
|
10.08
|
|
|
$
|
6.68
|
|
F-28
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
The following table summarizes stock option information as of
December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
Range of
|
|
|
Number
|
|
|
Remaining
|
|
|
Average
|
|
|
Number
|
|
|
Average
|
|
Exercise Prices
|
|
|
Outstanding
|
|
|
Contractual Life
|
|
|
Exercise Price
|
|
|
Exercisable
|
|
|
Exercise Price
|
|
|
$
|
4.83 to $ 8.50
|
|
|
|
2,689,022
|
|
|
|
5.32
|
|
|
$
|
8.13
|
|
|
|
760,533
|
|
|
$
|
7.40
|
|
$
|
8.52 to $ 9.49
|
|
|
|
3,420,139
|
|
|
|
7.30
|
|
|
$
|
9.24
|
|
|
|
1,593,794
|
|
|
$
|
9.00
|
|
$
|
9.50 to $11.64
|
|
|
|
2,970,544
|
|
|
|
8.20
|
|
|
$
|
11.32
|
|
|
|
594,488
|
|
|
$
|
10.14
|
|
$
|
11.75 to $16.56
|
|
|
|
2,493,682
|
|
|
|
7.69
|
|
|
$
|
13.17
|
|
|
|
1,422,294
|
|
|
$
|
13.11
|
|
$
|
16.59 to $37.78
|
|
|
|
2,996,105
|
|
|
|
6.00
|
|
|
$
|
27.70
|
|
|
|
2,800,147
|
|
|
$
|
28.26
|
|
$
|
37.94 to $51.56
|
|
|
|
150,000
|
|
|
|
4.67
|
|
|
$
|
43.39
|
|
|
|
150,000
|
|
|
$
|
43.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4.83 to $51.56
|
|
|
|
14,719,492
|
|
|
|
6.90
|
|
|
$
|
14.23
|
|
|
|
7,321,256
|
|
|
$
|
17.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of each option granted under the Regeneron
Pharmaceuticals, Inc. 2000 Incentive Plan during 2005, 2004, and
2003 was estimated on the date of grant using the Black-Scholes
option-pricing model. Using this model, fair value is calculated
based on assumptions with respect to (i) expected
volatility of the Companys Common Stock price,
(ii) the periods of time over which employees and members
of the Companys board of directors are expected to hold
their options prior to exercise (expected lives),
(iii) expected dividend yield on the Companys Common
Stock, and (iv) risk-free interest rates, which are based
on quoted U.S. Treasury rates for securities with
maturities approximating the options expected lives.
Expected volatility, which is re-evaluated at least quarterly,
has been estimated based on actual movements in the
Companys stock price over the most recent historical
periods equivalent to the options expected lives. Expected
lives are principally based on the Companys limited
historical exercise experience with option grants with similar
exercise prices. The expected dividend yield is zero as the
Company has never paid dividends and does not currently
anticipate paying any in the foreseeable future. The following
table summarizes the weighted average values of the assumptions
used in computing the fair value of option grants during 2005,
2004, and 2003.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Expected volatility
|
|
|
71%
|
|
|
|
80%
|
|
|
|
80%
|
|
Expected lives from grant date
|
|
|
5.9 years
|
|
|
|
7.5 years
|
|
|
|
7.3 years
|
|
Dividend yield
|
|
|
0%
|
|
|
|
0%
|
|
|
|
0%
|
|
Risk-free interest rate
|
|
|
4.16%
|
|
|
|
4.03%
|
|
|
|
3.75%
|
|
During 2004 and 2003, 105,052 and 219,367 shares,
respectively, of Restricted Stock were awarded under the 2000
Incentive Plan. No shares of Restricted Stock were awarded in
2005. These shares are nontransferable with such restriction
lapsing (i) for 2004 awards, with respect to 50% of the
shares at nine months and eighteen months from date of grant and
(ii) for 2003 awards, with respect to 25% of the shares
every six months over the approximately two-year period from
date of grant. In accordance with generally accepted accounting
principles, the Company recorded unearned compensation within
Stockholders Equity of $1.0 million and
$2.9 million in 2004 and 2003, respectively, related to
these awards. This amount was based on the fair market value of
shares of the Companys Common Stock on the date of grant
and will be expensed, on a pro rata basis, over the period that
the restriction on these shares lapses. During 2005, 2004, and
2003, 4,601, 18,194, and 4,431 shares, respectively, of
Restricted Stock were forfeited due to employee terminations.
The Company reduced unearned compensation within
Stockholders Equity by $0.1 million,
$0.3 million, and $0.1 million in 2005, 2004, and
2003, respectively, related to these forfeited awards.
The Company recognized non-cash compensation expense from
Restricted Stock awards of $1.9 million, $2.5 million,
and $2.3 million in 2005, 2004, and 2003, respectively. In
addition, due to the adoption of SFAS 123
F-29
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
effective January 1, 2005, non-cash compensation expense
related to stock option awards totaled $20.0 million in
2005, of which $19.9 million was recognized in operating
expenses and $0.1 million was capitalized into inventory.
As of December 31, 2005, there were 6,684,884 shares
available for future grants under the 2000 Incentive Plan.
In December 2004, the Companys shareholders approved a
stock option exchange program. Under the program, Company
regular employees who work an average of 20 hours per week,
other than the Companys chairman and the Companys
president and chief executive officer, were provided the
opportunity to make a one-time election to surrender options
granted under the 1990 and 2000 Incentive Plans that had an
exercise price of at least $18.00 and exchange them for
replacement options granted under the 2000 Incentive Plan in
accordance with the following exchange ratios:
|
|
|
|
|
|
|
Exchange Ratio
|
|
|
|
(Number of Eligible
|
|
|
|
Options to be
|
|
|
|
Surrendered and
|
|
|
|
Cancelled for Each
|
|
Exercise Price of Eligible
Options
|
|
Replacement Option)
|
|
|
$18.00 to $28.00
|
|
|
1.50
|
|
$28.01 to $37.00
|
|
|
2.00
|
|
$37.01 and up
|
|
|
3.00
|
|
Participation in the stock option exchange program was
voluntary, and non-employee directors, consultants, former
employees, and retirees were not eligible to participate. The
participation deadline for the program was January 5, 2005.
Eligible employees elected to exchange options with a total of
3,665,819 underlying shares of Common Stock, and the Company
issued 1,977,840 replacement options with an exercise price of
$8.50 per share on January 5, 2005.
Each replacement option was completely unvested upon grant. Each
replacement option granted to an employee other than our
executive vice president and senior vice presidents will
ordinarily become vested and exercisable with respect to
one-fourth of the shares initially underlying such option on
each of the first, second, third and fourth anniversaries of the
grant date so that such replacement option will be fully vested
and exercisable four years after it was granted. Each
replacement option granted to our executive vice president and
senior vice presidents will ordinarily vest with respect to all
shares underlying such option if both (i) the
Companys products have achieved gross sales of at least
$100 million during any consecutive twelve month period
(either directly by the Company or through its licenses) and
(ii) the specific senior or executive vice president has
remained employed by the Company for at least three years from
the date of grant. For all replacement options, the
recipients vesting and exercise rights are contingent upon
the recipients continued employment through the applicable
vesting date and subject to the other terms of the 2000
Incentive Plan and the applicable option award agreement. As is
generally the case with respect to the option award agreements
for options that were eligible for exchange pursuant to the
stock option exchange program, the option award agreements for
replacement options include provisions whereby the replacement
options may be fully vested in connection with a change in
control of the Company, as defined in the 2000 Incentive
Plan.
Under the stock option exchange program, each replacement option
has a term equal to the greater of (i) the remaining term
of the surrendered option it replaces and (ii) six years
from the date of grant of the replacement option. This was
intended to ensure that the employees who participated in the
stock option exchange program would not derive any additional
benefit from an extended option term unless the surrendered
option had a remaining term of less than six years.
F-30
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
b. Executive
Stock Purchase Plan
In 1989, the Company adopted an Executive Stock Purchase Plan
(the Plan) under which 1,027,500 shares of
Class A Stock were reserved for restricted stock awards.
The Plan provides for the compensation committee of the board of
directors to award employees, directors, consultants, and other
individuals (Plan participants) who render service
to the Company the right to purchase Class A Stock at a
price set by the compensation committee. The Plan provides for
the vesting of shares as determined by the compensation
committee and, should the Companys relationship with a
Plan participant terminate before all shares are vested,
unvested shares will be repurchased by the Company at a price
per share equal to the original amount paid by the Plan
participant. During 1989 and 1990, a total of
983,254 shares were issued, all of which vested as of
December 31, 1999. As of December 31, 2005, there were
44,246 shares available for future grants under the Plan.
|
|
15.
|
Employee
Savings Plan
|
In 1993, the Company adopted the provisions of the Regeneron
Pharmaceuticals, Inc. 401(k) Savings Plan (the Savings
Plan). The terms of the Savings Plan provide for employees
who have met defined service requirements to participate in the
Savings Plan by electing to contribute to the Savings Plan a
percentage of their compensation to be set aside to pay their
future retirement benefits, as defined. The Savings Plan, as
amended and restated, provides for the Company to make
discretionary contributions (Contribution), as
defined. The Company recorded Contribution expense of
$2.0 million in 2005, $0.8 million in 2004, and
$0.9 million in 2003; such amounts were accrued as
liabilities at December 31, 2005, 2004, and 2003,
respectively. During the first quarter of 2006, 2005, and 2004,
the Company contributed 120,960, 90,385, and 64,333 shares,
respectively, of Common Stock to the Savings Plan in
satisfaction of these obligations.
In 2005, 2004, and 2003, the Company recognized a net operating
loss for tax purposes and, accordingly, no provision for income
taxes has been recorded in the accompanying financial
statements. There is no benefit for federal or state income
taxes for the years ended December 31, 2005, 2004, and 2003
since the Company has incurred net operating losses for tax
purposes since inception and established a valuation allowance
equal to the total deferred tax asset.
The tax effect of temporary differences, net operating loss
carry-forwards, and research and experimental tax credit
carry-forwards as of December 31, 2005 and 2004 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Net operating loss carry-forward
|
|
$
|
161,060
|
|
|
$
|
135,099
|
|
Fixed assets
|
|
|
12,873
|
|
|
|
9,772
|
|
Deferred revenue
|
|
|
34,284
|
|
|
|
28,527
|
|
Research and experimental tax
credit carry-forward
|
|
|
23,074
|
|
|
|
20,772
|
|
Capitalized research and
development costs
|
|
|
24,015
|
|
|
|
28,559
|
|
Other
|
|
|
12,095
|
|
|
|
4,168
|
|
Valuation allowance
|
|
|
(267,401
|
)
|
|
|
(226,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys valuation allowance increased by
$40.5 million in 2005, due primarily to an increase in the
Companys net operating loss carry-forward, and decreased
by $14.2 million in 2004, due primarily to a reduction in
the temporary difference related to deferred revenue.
F-31
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
For all years presented, the Companys effective income tax
rate is zero. The difference between the Companys
effective income tax rate and the Federal statutory rate of 34%
is attributable to state tax benefits and tax credit
carry-forwards offset by an increase in the deferred tax
valuation allowance.
As of December 31, 2005, the Company had available for tax
purposes unused net operating loss carry-forwards of
$404.8 million which will expire in various years from 2006
to 2025. The Companys research and experimental tax credit
carry-forwards expire in various years from 2006 to 2025. Under
the Internal Revenue Code and similar state provisions,
substantial changes in the Companys ownership have
resulted in an annual limitation on the amount of net operating
loss and tax credit carry-forwards that can be utilized in
future years to offset future taxable income. This annual
limitation may result in the expiration of net operating losses
and tax credit carry-forwards before utilization.
In May 2003, securities class action lawsuits were commenced
against Regeneron and certain of the Companys officers and
directors in the United States District Court for the Southern
District of New York. A consolidated amended class action
complaint was filed in October 2003. The complaint, which was
purported to be brought on behalf of a class consisting of
investors in the Companys publicly traded securities
between March 28, 2000 and March 30, 2003, alleged
that the defendants misstated or omitted material information
concerning the safety and efficacy of AXOKINE, in violation of
Sections 10(b) and 20(a) of the Securities and Exchange Act
of 1934 and
Rule 10b-5
promulgated thereunder.
On November 14, 2005, the United States District Court for
the Southern District of New York approved the terms of a
settlement between plaintiffs and the Company settling all
claims against the Company in this lawsuit. The settlement
requires no payment by the Company or any of the individual
defendants named in the lawsuit. The Companys primary
insurance carrier agreed to make the required payment under the
settlement, the amount of which is immaterial to the Company.
The settlement includes no admission of wrongdoing by the
Company or any of the individual defendants. Separately, the
plaintiffs and the individual defendants named in the lawsuit
entered into a Stipulation of Voluntary Dismissal, which
dismissed all claims against the individuals with prejudice.
From time to time, the Company is a party to other legal
proceedings in the course of the Companys business. The
Company does not expect any such other current legal proceedings
to have a material adverse effect on the Companys business
or financial condition.
|
|
18.
|
Net
Income (Loss) Per Share
|
The Companys basic net income (loss) per share amounts
have been computed by dividing net income (loss) by the weighted
average number of Common and Class A shares outstanding.
The diluted net income per share is based upon the weighted
average number of shares of Common Stock and Class A Stock
and the common stock equivalents outstanding when dilutive. In
2005 and 2003, the Company reported net losses and, therefore,
no
F-32
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
common stock equivalents were included in the computation of
diluted net loss per share since such inclusion would have been
antidilutive. The calculations of basic and diluted net loss per
share are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Net income (loss) (Numerator)
|
|
$
|
(95,446
|
)
|
|
$
|
41,699
|
|
|
$
|
(107,458
|
)
|
Shares, in thousands (Denominator):
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares for basic
per share calculations
|
|
|
55,950
|
|
|
|
55,419
|
|
|
|
50,490
|
|
Effect of stock options
|
|
|
|
|
|
|
711
|
|
|
|
|
|
Effect of restricted stock awards
|
|
|
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted-average shares
for diluted per share calculations
|
|
|
55,950
|
|
|
|
56,172
|
|
|
|
50,490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share
|
|
$
|
(1.71
|
)
|
|
$
|
0.75
|
|
|
$
|
(2.13
|
)
|
Diluted net income (loss) per share
|
|
$
|
(1.71
|
)
|
|
$
|
0.74
|
|
|
$
|
(2.13
|
)
|
Shares issuable upon the exercise of options and warrants,
vesting of restricted stock awards, and conversion of
convertible debt, which have been excluded from the diluted per
share amounts because their effect would have been antidilutive,
include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Options and Warrants:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number, in
thousands
|
|
|
13,299
|
|
|
|
10,110
|
|
|
|
11,299
|
|
Weighted average exercise price
|
|
$
|
14.59
|
|
|
$
|
23.82
|
|
|
$
|
22.07
|
|
Restricted Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number, in
thousands
|
|
|
165
|
|
|
|
6
|
|
|
|
159
|
|
Convertible Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number, in
thousands
|
|
|
6,611
|
|
|
|
6,611
|
|
|
|
6,611
|
|
Conversion price
|
|
$
|
30.25
|
|
|
$
|
30.25
|
|
|
$
|
30.25
|
|
In connection with the Companys stock option exchange
program (see Note 14a), on January 5, 2005, eligible
employees elected to exchange options with a total of 3,665,819
underlying shares of Common Stock, and the Company issued
1,997,840 replacement options with an exercise price of
$8.50 per share.
The Companys operations are managed in two business
segments: research and development, and contract manufacturing.
Research and development: Includes all
activities related to the discovery of pharmaceutical products
for the treatment of serious medical conditions, and the
development and commercialization of these discoveries. Also
includes revenues and expenses related to (i) the
development of manufacturing processes prior to commencing
commercial production of a product under contract manufacturing
arrangements and (ii) the supply of specified, ordered
research materials using Regeneron-developed proprietary
technology (see Note 12).
Contract manufacturing: Includes all revenues
and expenses related to the commercial production of products
under contract manufacturing arrangements. During 2005, 2004,
and 2003, the Company produced Intermediate under the Merck
Agreement (see Note 13).
F-33
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
The tables below present information about reported segments for
the years ended December 31, 2005, 2004, and 2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research &
|
|
|
Contract
|
|
|
Reconciling
|
|
|
|
|
|
|
Development
|
|
|
Manufacturing
|
|
|
Items
|
|
|
Total
|
|
|
2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
52,447
|
|
|
$
|
13,746
|
|
|
|
|
|
|
$
|
66,193
|
|
Depreciation and amortization
|
|
|
14,461
|
|
|
|
|
(1)
|
|
$
|
1,043
|
|
|
|
15,504
|
|
Non-cash compensation expense
|
|
|
21,492
|
|
|
|
367
|
|
|
|
|
|
|
|
21,859
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
12,046
|
|
|
|
12,046
|
|
Other contract income
|
|
|
30,640
|
|
|
|
|
|
|
|
|
|
|
|
30,640
|
|
Net income (loss)
|
|
|
(97,970
|
)
|
|
|
4,189
|
|
|
|
(1,665
|
)(2)
|
|
|
(95,446
|
)
|
Capital expenditures
|
|
|
4,667
|
|
|
|
|
|
|
|
|
|
|
|
4,667
|
|
Total assets
|
|
|
95,645
|
|
|
|
4,315
|
|
|
|
323,541
|
(3)
|
|
|
423,501
|
|
2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
155,927
|
|
|
$
|
18,090
|
|
|
|
|
|
|
$
|
174,017
|
|
Depreciation and amortization
|
|
|
14,319
|
|
|
|
|
(1)
|
|
$
|
1,043
|
|
|
|
15,362
|
|
Non-cash compensation expense
|
|
|
2,543
|
|
|
|
|
|
|
|
|
|
|
|
2,543
|
|
Interest expense
|
|
|
126
|
|
|
|
|
|
|
|
12,049
|
|
|
|
12,175
|
|
Other contract income
|
|
|
42,750
|
|
|
|
|
|
|
|
|
|
|
|
42,750
|
|
Net income (loss)
|
|
|
45,395
|
|
|
|
2,876
|
|
|
|
(6,572
|
)(2)
|
|
|
41,699
|
|
Capital expenditures
|
|
|
5,972
|
|
|
|
|
|
|
|
|
|
|
|
5,972
|
|
Total assets
|
|
|
111,038
|
|
|
|
6,532
|
|
|
|
355,538
|
(3)
|
|
|
473,108
|
|
2003:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
47,366
|
|
|
$
|
10,131
|
|
|
|
|
|
|
$
|
57,497
|
|
Depreciation and amortization
|
|
|
11,894
|
|
|
|
|
(1)
|
|
$
|
1,043
|
|
|
|
12,937
|
|
Non-cash compensation expense
|
|
|
2,562
|
|
|
|
|
|
|
|
|
|
|
|
2,562
|
|
Interest expense
|
|
|
161
|
|
|
|
|
|
|
|
11,771
|
|
|
|
11,932
|
|
Net income (loss)
|
|
|
(103,604
|
)
|
|
|
3,455
|
|
|
|
(7,309
|
)(2)
|
|
|
(107,458
|
)
|
Capital expenditures
|
|
|
16,944
|
|
|
|
|
|
|
|
|
|
|
|
16,944
|
|
Total assets
|
|
|
92,369
|
|
|
|
12,889
|
|
|
|
374,297
|
(3)
|
|
|
479,555
|
|
|
|
(1)
|
Depreciation and amortization related to contract manufacturing
is capitalized into inventory and included in contract
manufacturing expense when the product is shipped.
|
|
(2)
|
Represents investment income net of interest expense related to
convertible notes issued in October 2001 (see Note 11d).
|
|
(3)
|
Includes cash and cash equivalents, marketable securities,
restricted marketable securities (where applicable), prepaid
expenses and other current assets, and other assets.
|
F-34
REGENERON
PHARMACEUTICALS, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
(Unless
otherwise noted, dollars in thousands, except per share
data)
|
|
20.
|
Unaudited
Quarterly Results
|
Summarized quarterly financial data for the years ended
December 31, 2005 and 2004 are set forth in the following
tables.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
Second Quarter
|
|
|
Third Quarter
|
|
|
Fourth Quarter
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2005
|
|
|
2005
|
|
|
2005
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
Revenues
|
|
$
|
16,209
|
|
|
$
|
16,366
|
|
|
$
|
16,194
|
|
|
$
|
17,424
|
|
Net loss
|
|
|
(4,123
|
)
|
|
|
(26,999
|
)
|
|
|
(34,652
|
)
|
|
|
(29,672
|
)
|
Net loss per share, basic and
diluted
|
|
$
|
(0.07
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(0.53
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
Second Quarter
|
|
|
Third Quarter
|
|
|
Fourth Quarter
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2004
|
|
|
2004
|
|
|
2004
|
|
|
2004
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
Revenues
|
|
$
|
61,990
|
|
|
$
|
28,418
|
|
|
$
|
36,519
|
|
|
$
|
47,090
|
|
Net income (loss)
|
|
|
64,532
|
|
|
|
(14,549
|
)
|
|
|
(11,076
|
)
|
|
|
2,792
|
|
Basic net income (loss) per share
|
|
$
|
1.17
|
|
|
$
|
(0.26
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.05
|
|
Diluted net income (loss) per share
|
|
$
|
1.06
|
|
|
$
|
(0.26
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.05
|
|
F-35
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
3.1
|
|
(a)
|
|
|
|
Restated Certificate of
Incorporation of Regeneron Pharmaceuticals, Inc. as of
June 21, 1991.
|
3.1.1
|
|
(b)
|
|
|
|
Certificate of Amendment of the
Restated Certificate of Incorporation of Regeneron
Pharmaceuticals, Inc., as of October 18, 1996.
|
3.1.2
|
|
(c)
|
|
|
|
Certificate of Amendment of the
Certificate of Incorporation of Regeneron Pharmaceuticals, Inc.,
as of December 17, 2001.
|
3.2
|
|
(d)
|
|
|
|
By-Laws of the Company, currently
in effect (amended through November 12, 2004).
|
10.1
|
|
(e)
|
|
|
|
1990 Amended and Restated
Long-Term Incentive Plan.
|
10.2
|
|
(f)
|
|
|
|
2000 Long-Term Incentive Plan.
|
10.3.1
|
|
(g)
|
|
|
|
Amendment No. 1 to 2000
Long-Term Incentive Plan, effective as of June 14, 2002.
|
10.3.2
|
|
(g)
|
|
|
|
Amendment No. 2 to 2000
Long-Term Incentive Plan, effective as of December 20, 2002.
|
10.3.3
|
|
(h)
|
|
|
|
Amendment No. 3 to 2000
Long-Term Incentive Plan, effective as of June 14, 2004.
|
10.3.4
|
|
(i)
|
|
|
|
Amendment No. 4 to 2000
Long-Term Incentive Plan, effective as of November 15, 2004.
|
10.3.5
|
|
(j)
|
|
|
|
Form of option agreement and
related notice of grant for use in connection with the grant of
options to the Registrants non-employee directors and
named executive officers.
|
10.3.6
|
|
(j)
|
|
|
|
Form of option agreement and
related notice of grant for use in connection with the grant of
options to the Registrants executive officers other than
the named executive officers.
|
10.3.7
|
|
(k)
|
|
|
|
Form of restricted stock award
agreement and related notice of grant for use in connection with
the grant of restricted stock awards to the Registrants
executive officers.
|
10.4*
|
|
(l)
|
|
|
|
Manufacturing Agreement dated as
of September 18, 1995, between the Company and
Merck & Co., Inc.
|
10.4.1*
|
|
(d)
|
|
|
|
Amendment No. 1 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of September 18, 1995.
|
10.4.2*
|
|
(d)
|
|
|
|
Amendment No. 2 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of October 24, 1996.
|
10.4.3*
|
|
(d)
|
|
|
|
Amendment No. 3 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of December 9, 1999.
|
10.4.4*
|
|
(d)
|
|
|
|
Amendment No. 4 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of July 18, 2002.
|
10.4.5*
|
|
(d)
|
|
|
|
Amendment No. 5 to the
Manufacturing Agreement between the Company and Merck &
Co., Inc., effective as of January 1, 2005.
|
10.5
|
|
(m)
|
|
|
|
Rights Agreement, dated as of
September 20, 1996, between Regeneron Pharmaceuticals, Inc.
and Chase Mellon Shareholder Services LLC, as Rights Agent,
including the form of Rights Certificate as Exhibit B
thereto.
|
10.6
|
|
(g)
|
|
|
|
Employment Agreement, dated as of
December 20, 2002, between the Company and Leonard S.
Schleifer, M.D., Ph.D.
|
10.7*
|
|
(d)
|
|
|
|
Employment Agreement, dated as of
December 31, 1998, between the Company and P. Roy
Vagelos, M.D.
|
10.8
|
|
(s)
|
|
|
|
Regeneron Pharmaceuticals, Inc.
Change in Control Severance Plan, effective as of
February 1, 2006.
|
10.9
|
|
(n)
|
|
|
|
Indenture, dated as of
October 17, 2001, between Regeneron Pharmaceuticals, Inc.
and American Stock Transfer & Trust Company, as trustee.
|
10.10
|
|
(n)
|
|
|
|
Registration Rights Agreement,
dated as of October 17, 2001, among Regeneron
Pharmaceuticals, Inc., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and
Robertson Stephens, Inc.
|
10.11*
|
|
(o)
|
|
|
|
IL-1 License Agreement, dated
June 26, 2002, by and among the Company, Immunex
Corporation, and Amgen Inc.
|
10.12*
|
|
(p)
|
|
|
|
Collaboration, License and Option
Agreement, dated as of March 28, 2003, by and between
Novartis Pharma AG, Novartis Pharmaceuticals Corporation, and
the Company.
|
|
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
10.13*
|
|
(q)
|
|
|
|
Collaboration Agreement, dated as
of September 5, 2003, by and between Aventis
Pharmaceuticals Inc. and Regeneron Pharmaceuticals, Inc.
|
10.13.1*
|
|
(d)
|
|
|
|
Amendment No. 1 to
Collaboration Agreement, by and between Aventis Pharmaceuticals
Inc. and Regeneron Pharmaceuticals, Inc., effective as of
December 31, 2004.
|
10.13.2
|
|
(r)
|
|
|
|
Amendment No. 2 to
Collaboration Agreement, by and between Aventis Pharmaceuticals
Inc. and Regeneron Pharmaceuticals, Inc., effective as of
January 7, 2005.
|
10.13.3*
|
|
|
|
|
|
Amendment No. 3 to
Collaboration Agreement, by and between Aventis Pharmaceuticals
Inc. and Regeneron Pharmaceuticals, Inc., effective as of
December 21, 2005.
|
10.13.4*
|
|
|
|
|
|
Amendment No. 4 to
Collaboration Agreement, by and between sanofi-aventis U.S., LLC
(successor in interest to Aventis Pharmaceuticals, Inc.) and
Regeneron Pharmaceuticals, Inc., effective as of
January 31, 2006.
|
10.14
|
|
(q)
|
|
|
|
Stock Purchase Agreement, dated as
of September 5, 2003, by and between Aventis
Pharmaceuticals Inc. and Regeneron Pharmaceuticals, Inc.
|
12.1
|
|
|
|
|
|
Statement re: computation of ratio
of earnings to combined fixed charges of Regeneron
Pharmaceuticals, Inc.
|
23.1
|
|
|
|
|
|
Consent of PricewaterhouseCoopers
LLP, Independent Registered Public Accounting Firm.
|
31.1
|
|
|
|
|
|
Certification of CEO pursuant to
Rule 13a-14(a)
under the Securities and Exchange Act of 1934.
|
31.2
|
|
|
|
|
|
Certification of CFO pursuant to
Rule 13a-14(a)
under the Securities and Exchange Act of 1934.
|
32
|
|
|
|
|
|
Certification of CEO and CFO
pursuant to 18 U.S.C. Section 1350.
|
Description:
|
|
|
(a) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
June 30, 1991, filed August 13, 1991. |
|
(b) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
September 30, 1996 filed November 5, 1996. |
|
(c) |
|
Incorporated by reference from the
Form 10-K
for Regeneron Pharmaceuticals, Inc. for the fiscal year ended
December 31, 2001, filed March 22, 2002. |
|
(d) |
|
Incorporated by reference from the
Form 10-K
for Regeneron Pharmaceuticals, Inc. for the fiscal year ended
December 31, 2004, filed March 11, 2005. |
|
(e) |
|
Incorporated by reference from the Companys registration
statement on
Form S-1
(file
number 33-39043). |
|
(f) |
|
Incorporated by reference from the
Form 10-K
for Regeneron Pharmaceuticals, Inc., for the quarter ended
December 31, 2001, filed March 22, 2002. |
|
(g) |
|
Incorporated by reference from the
Form 10-K
for Regeneron Pharmaceuticals, Inc., for the fiscal year ended
December 31, 2002, filed March 31, 2003. |
|
(h) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
June 30, 2004, filed August 5, 2004. |
|
(i) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed November 17,
2004. |
|
(j) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed December 16,
2005. |
|
(k) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed December 13,
2004. |
|
(l) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
September 30, 1995, filed November 14, 1995. |
|
(m) |
|
Incorporated by reference from the
Form 8-A
for Regeneron Pharmaceuticals, Inc., filed October 15, 1996. |
|
(n) |
|
Incorporated by reference from the Companys registration
statement on
Form S-3
(file
number 333-74464). |
|
|
|
(o) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
June 30, 2002, filed August 13, 2002. |
|
(p) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
March 31, 2003, filed May 15, 2003. |
|
(q) |
|
Incorporated by reference from the
Form 10-Q
for Regeneron Pharmaceuticals, Inc. for the quarter ended
September 30, 2003, filed November 11, 2003. |
|
(r) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed January 11, 2005. |
|
(s) |
|
Incorporated by reference from the
Form 8-K
for Regeneron Pharmaceuticals, Inc., filed January 25, 2006. |
|
|
|
* |
|
Portions of this document have been omitted and filed separately
with the Commission pursuant to requests for confidential
treatment pursuant to
Rule 24b-2. |
EXHIBIT 10.13.3
THIRD AMENDMENT TO COLLABORATION AGREEMENT
This Third Amendment to Collaboration Agreement (this "Third Amendment")
dated as of December 21, 2005, is by and between Regeneron Pharmaceuticals,
Inc., a corporation organized and existing under the laws of the State of New
York and having its principal office at 777 Old Saw Mill River Road, Tarrytown,
New York 10591 ("Regeneron ") and Aventis Pharmaceuticals Inc., a corporation
organized and existing under the laws of the State of Delaware and having a
principal place of business at 200 Crossing Blvd., Bridgewater, New Jersey 08807
("Aventis").
INTRODUCTION
WHEREAS, Regeneron and Aventis are Parties to a Collaboration Agreement,
having an effective date of September 5, 2003, as amended on December 31, 2004,
and January 7, 2005 (the "Collaboration Agreement"); and
WHEREAS, Regeneron and Aventis have determined that it is desirable to
amend certain provisions of the Collaboration Agreement to include Japan in the
Territory under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the following mutual promises and
obligations and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:
Capitalized terms used in this Third Amendment and not defined herein shall have
the meanings ascribed to them in the Collaboration Agreement.
1. ARTICLE 1. "DEFINITIONS". Article 1 of the Collaboration Agreement shall
be amended as follows:
(a) Section 1.2 "Additional Major Market Country" shall be amended by
adding the words "Japan and" after the words "other than" and before the
words "the Major Market Countries referred to in clause (i) of the
definition thereof" therein.
(b) Section 1.41 "Consolidated Net Profit/Loss Report" shall be amended by
adding the following sentence at the end thereof. "This report shall also
include, in reasonable detail, Net Sales in Japan, ******* (as defined in
Section 9.1(b)), and the Japan Royalty Payment in sufficient detail to
calculate the Japan True-Up for such calendar quarter."
(c) Section 1.53 "Develop" or "Development" shall be amended by adding the
phrase "in the case of all countries in the Territory except Japan," after
the reference to "(c)" therein.
1
(d) Section 1.158 "Territory" shall be amended by deleting the words
", excluding Japan" therein.
2. SECTION 2.6 "JAPAN". Section 2.6 of the Collaboration Agreement shall be
deleted in its entirety.
3. SECTION 4.1 "LICENSE GRANTS". Section 4.1 of the Collaboration Agreement
shall be amended by deleting the reference to "(i)" therein and deleting
the phrase "and (ii) the foregoing license grant shall not restrict or
prohibit Regeneron's right to manufacture and supply Regeneron VEGF
Products for importation into or use or sale in Japan."
4. SECTION 4.3 "SUBLICENSES; SUBCONTRACTING". Section 4.3 of the
Collaboration Agreement shall be amended by adding the phrase "other than
Japan" after the reference to the defined term "Rest of World Country" in
clause (A) therein.
5. SECTION 6.5 "VEGF PRODUCT PRICING AND PRICING APPROVALS". Section 6.5 of
the Collaboration Agreement shall be amended by adding ", Japan"
immediately before the phrase "as well as the United States" in the final
sentence therein. Section 6.5 of the Collaboration Agreement shall be
further amended by adding the words "or Japan" at the end thereof after
the reference to "the United States."
6. SECTION 9.1(a) "SHARING OF COLLABORATION PROFITS AND LOSSES". Section
9.1(a) of the Collaboration Agreement shall be amended by adding the words
"other than Japan" after the defined term "Rest of World Countries"
therein. Section 9.1(a) shall be further amended by adding the following
sentence at the end thereof: "In addition, in consideration of the license
grants herein for VEGF Products in Japan, and subject to the other terms
and conditions of this Agreement, Aventis shall pay to Regeneron as part
of the Quarterly True-Up a royalty on Net Sales in Japan calculated in
accordance with the formula described in Schedule 1A (the 'Japan Royalty
Payment')."
7. SECTION 9.1(b) "SHARING OF COLLABORATION PROFITS AND LOSSES". Section
9.1(b) of the Collaboration Agreement shall be amended by adding the
following sentences at the end thereof: "Notwithstanding the foregoing,
Regeneron and Aventis shall each be responsible for paying fifty percent
(50%) of all *********** incurred in accordance with the terms of this
Agreement and the applicable Co-Development Budget, subject to the terms
and conditions set forth in Schedules 1 and 1A. As used herein, the term
************ shall mean Development Costs incurred by the Parties for JDC
approved Clinical Trials conducted in Japan (and/or such other Asian
countries as may be agreed upon by the Parties) in *********************
*******************************."
8. SECTION 9.2 "PERIODIC REPORTS". Section 9.2(c) of the Collaboration
Agreement shall be amended by adding "Japan," after the words "in Major
Market Countries," in clause (ii) therein. Section 9.2(c) of the
Collaboration Agreement shall be further amended by adding the words "and
Japan" after the phrase "with respect to the United States" in clause
(iii) therein. Section 9.2(c) of the Collaboration Agreement shall be
further
2
amended by adding the words "and Japan" after the defined term "Major
Market Countries" in clause (iv) therein.
9. SECTION 16.1(c) "CONFIDENTIAL PARTY INFORMATION". Section 16.1 of the
Collaboration Agreement shall be amended by deleting paragraph (c) in its
entirety and substituting the words "INTENTIONALLY BLANK" after the
reference to "(c)" therein.
10. SECTION 17.1 "INDEMNITY AND INSURANCE". Section 17.1(a) of the
Collaboration Agreement shall be amended by adding a reference to a "; or
" after clause (ii) therein and inserting the following new clause (iii):
"(iii) notwithstanding anything to the contrary in this Agreement, the
Development or Commercialization of a VEGF Product in Japan under this
Agreement, except to the extent that Damages arise out of the negligence,
recklessness, bad faith or intentional wrongful acts, or omissions
committed by Regeneron or its Affiliates."
11. SCHEDULE I "QUARTERLY TRUE-UP". Schedule 1 of the Collaboration Agreement
shall be deleted in its entirety and replaced with Schedule 1 attached to
this Third Amendment, which is marked to reflect changes.
12. SCHEDULE 1A "JAPAN TRUE-UP". The Collaboration Agreement shall be amended
by adding a new Schedule 1A in the form attached to this Third Amendment.
13. UP-FRONT PAYMENT. In consideration for Regeneron's agreement to enter into
this Third Amendment and extend the Territory to include Japan on the
terms set forth herein, Aventis shall pay to Regeneron, on or before
January 10, 2006, a non-refundable, non-creditable payment of Twenty-Five
Million US Dollars (US$25,000,000.00) (which shall not be reduced by any
withholding or similar taxes).
14. SCHEDULE 2 "MILESTONE PAYMENTS". Schedule 2 of the Collaboration Agreement
shall be amended by adding the milestones and milestone payments set forth
in Schedule 2 attached to this Third Amendment.
15. SCHEDULE 15.3(c) "JAPAN PATENT APPLICATIONS". Schedule 15.3(c) of the
Collaboration Agreement shall be amended by adding the Regeneron Patent
Applications set forth in Schedule 15.3(c) attached to this Third
Amendment.
16. COMMERCIALIZATION. It is agreed that Regeneron shall not Co-Promote VEGF
Products in Japan. However, notwithstanding anything to the contrary in
the Collaboration Agreement, the Parties shall establish a Joint Country
Commercialization Sub-Committee in Japan, which shall have the
responsibilities set forth in Section 3.9(b). For the purpose of clarity,
unless specifically delineated, Section 3.9(b) shall not be interpreted to
include the responsibilities set forth in Section 3.9(a); either with
respect to Joint Country Commercialization Sub-Committee in Japan or with
respect to any Joint Country Commercialization Sub-Committee in each Rest
of World Country. However, nothing in the preceding sentence shall limit
or restrict any responsibilities included in sections of the Collaboration
Agreement other than 3.9(b).
3
17. JAPAN CO-DEVELOPMENT PLAN. The Parties acknowledge that finalization of a
plan for Development of the VEGF Products in Japan (the "Japan Development
Plan") will require close interaction between the Parties as well as
***************************. Toward that end, the Parties shall each
expend such necessary internal resources as required for timely
finalization of the Japan Development Plan. The JDC shall finalize, and
the JSC shall approve, the Japan Development Plan as soon as reasonably
practicable following the date of this Third Amendment, which shall
incorporate the activities, timelines, and budget included in Schedule 3
attached hereto unless otherwise mutually agreed to by the Parties. The
Parties presently anticipate that it will be possible to finalize a Japan
Development Plan within ********* of the date hereof. It is understood
that the Development plan attached hereto is preliminary, and that the
Scenarios outlined in the "Timelines and Costs" section are nonbinding. It
is understood that, at present, Scenario 2 is the most probable scenario
based upon regulatory approvals and current conditions in the Japan
market. The JSC approved development plan for Japan shall be incorporated
into and made a part of the Co-Development Plan.
18. CONTINUING EFFECT. Except as specifically modified by this Third
Amendment, all of the provisions of the Collaboration Agreement are hereby
ratified and confirmed to be in full force and effect, and shall remain in
full force and effect.
19. ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. The Collaboration Agreement,
this Third Amendment, and any written agreements executed by both Parties
pertaining to the subject matter therein, constitute the entire agreement
between the Parties hereto with respect to subject matter hereof and
thereof. Said documents supersede all other agreements and understandings
between the Parties with respect to the subject matter hereof and thereof,
whether written or oral. This Third Amendment shall be binding upon and
shall inure to the benefit of the Parties and their respective heirs,
administrators, executors, Affiliates, successors and permitted assigns.
20. HEADINGS. The section headings contained in this Third Amendment are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Third Amendment.
21. COUNTERPARTS. This Third Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become a binding agreement when one or more counterparts have
been signed by each Party and delivered to the other Party.
22. MISCELLANEOUS. This Third Amendment shall be governed by the laws of the
State of New York, without regard to its principles of conflicts of laws.
Each Party hereby irrevocably and unconditionally consents to the
exclusive jurisdiction of the courts of the State of New York, and the
United States District Court for the Southern District of New York for any
action, suit or proceeding arising out of or relating to this Third
Amendment, waives any objections to such jurisdiction and venue and agrees
not to commence any action, suit or proceeding relating to this Third
Amendment except in such courts. This Third Amendment supersedes all prior
understandings and agreements, whether written or oral, among the Parties
hereto relating to the essence of this Third
4
Amendment. If there is a direct conflict between the provisions of the
Collaboration Agreement and this Third Amendment, this Third Amendment
shall govern. This Third Amendment may be amended only by a written
instrument executed by each of the Parties.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
5
IN WITNESS WHEREOF, each of the Parties has caused this Third Amendment to
be executed as of the date hereof by a duly authorized corporate officer.
AVENTIS PHARMACEUTICALS INC.
By: /s/ Juergen Lasowski
-------------------------------------
Name: Juergen Lasowski
Title: Vice President, Business
Development and Strategy
Date: December 21, 2005
By: /s/ Gregory Irace
-------------------------------------
Name: Gregory Irace
Title: Chief Financial Officer
Date: December 21, 2005
REGENERON PHARMACEUTICALS, INC.
By: /s/ Murray Goldberg
------------------------------------
Name: Murray Goldberg
Title: SVP, Finance & Administration
and CFO
Date: December 21, 2005
6
SCHEDULE 1
Quarterly True-Up
The true-up in a calendar quarter (the "Quarterly True-Up") shall be equal to
the sum of the Major Market True-Up (as set forth in Part I), plus the Rest of
World True-Up (as set forth in Part II), plus the Regeneron Development
Reimbursement Amount (as set forth in Part III), plus the Japan True-Up (as set
forth in Schedule 1A), less the Development Payment (commencing in the calendar
quarter of the First Commercial Sale of a VEGF Product in any country in the
Territory other than Japan) (as set forth in Part IV). In the event that the
Quarterly True-Up is an amount greater than zero, such amount will be payable by
Aventis to Regeneron in accordance with the terms set forth in Section 9.3. In
the event that the Quarterly True-Up is an amount less than zero, the absolute
value of such amount shall be payable by Regeneron to Aventis in accordance with
the terms set forth in Section 9.3. An example of the Quarterly True-up is shown
in Part V.
I. MAJOR MARKET TRUE-UP
The "Major Market True-Up" shall mean the Major Market Profit Split, plus 100%
of Shared Promotion Expenses incurred by Regeneron. The "Major Market Profit
Split" shall mean the product of (x) aggregate Net Sales in Major Market
Countries less aggregate VEGF Product Expenses, and (y) .50. "VEGF Product
Expenses" shall mean the sum of COGS and Shared Promotion Expenses incurred by
both Parties for such calendar quarter. For the avoidance of doubt, the Major
Market Profit Split shall apply independent of the detailing effort provided by
either Party, such that, for example, if Regeneron provided none of the
detailing efforts, it will still be entitled to 50% of the sum of aggregate Net
Sales in the Major Market Countries less aggregate VEGF Product Expenses in
Major Market Countries.
An example of a calculation for a Major Market True-Up would be:
Aventis Regeneron
Aggregate 50% 50%
--------- ------- ---------
Net Sales in Major Market Countries 1000 1000
VEGF Product Expenses:
- - COGS (100) (100) (0)
- - Shared Promotion Expenses (500) (400) (100)
--------- ------- ---------
income or expenses incurred 400 500 (100)
Major Market Profit-Split 200 200
Major Market True-Up (300) 300
7
II. REST OF WORLD TRUE-UP
The "Rest of World True-Up" shall mean the Rest of World Profit Split plus 100%
of Regeneron's Sales Force Costs and Regeneron's Medical Affairs Costs, in each
case as it relates to a Rest of World Country. The "Rest of World Profit Split"
shall mean the product of (x)**************************, (y) *****************
******, and (z) .50.
An example of a calculation for a Rest of World True-Up would be:
Aventis Regeneron
Aggregate 50% 50%
--------- ------- ---------
Net Sales in Rest of World Countries 20 20
Regeneron Sales Force Cost (2)
Regeneron Medical Affairs Cost (0)
**************** ***
Rest of World Profit Split 10 5 5
--------- ------- ---------
Rest of World True-Up (7) 7
III. REGENERON DEVELOPMENT REIMBURSEMENT
The "Regeneron Development Reimbursement Amount" shall mean the aggregate amount
of Development Costs incurred by Regeneron anywhere in the Territory (including
Japan) in such calendar quarter.
An example of the Regeneron Development Reimbursement Amount would be: 20
IV. DEVELOPMENT PAYMENT
*************************************************************
An example of a calculation of Development Payment would be:
Aventis Regeneron
Aggregate 50% 50%
--------- ------- ---------
*********** **** **** ****
*********** ****
----- ---- ----
Development Payment (10) 10
8
V. EXAMPLE OF QUARTERLY TRUE-UP
An example of a calculation of Quarterly True-up would be:
Major Market True-up = 300
Rest of World True-up = 7
Japan True-Up = 5
Regeneron Development Reimbursement Amount = 20
Development Payment = (10)
Quarterly True-up = 322
In this example, Aventis would pay Regeneron 322 in accordance with the terms
set forth in Section 9.3.
9
SCHEDULE 1A
Japan True-Up
Commencing in the calendar quarter of the First Commercial Sale of a VEGF
Product in Japan, the Quarterly True-Up shall include a potential payment to
Regeneron (the "Japan True-Up"). The Japan True-Up shall equal the Japan Royalty
Payment (as set forth in Part I), less ************* (as set forth in Part II).
An example of a quarterly Japan True-Up is shown in Part III.
I. JAPAN ROYALTY PAYMENT
The Japan Royalty Payment shall equal the sum of (i) the Japan Royalty and (ii)
**********. The "Japan Royalty" shall equal *******************************. The
Japan Royalty Payment for a calendar quarter shall be calculated based on Net
Sales in such calendar quarter using a royalty rate(s) ********************** in
accordance with the formula set forth above.
********************are set forth below:
****************************************
The ************** in any calendar quarter shall equal ***********************
****** for such calendar quarter. The ************ will be calculated as
follows:
***************************************
Examples of the calculation of the Japan Royalty Adjustment are shown in Section
III below.
II. ************
*****************************
III. EXAMPLES OF QUARTERLY JAPAN TRUE-UP
Examples of calculations of a quarterly Japan True-Up would be:
******************************************
10
The Japan True-Up is included in the calculation of the Quarterly True-Up in
accordance with Schedule 1.
For the avoidance of doubt, in no event shall the Japan True-Up require a
payment from Regeneron to Aventis.
11
SCHEDULE 2
Japan Milestone Payments
MILESTONE
- ---------
10 US$********** *******************.
11 US$********** *******************.
12 US$********** *******************.
13 US$********** *******************.
14 US$********** *******************.
* For the avoidance of doubt,*********************.
12
SCHEDULE 3
Japan Development Plan
******************************
13
SCHEDULE 15.3(c)
Regeneron's Japan Patent Applications
Japanese National
PCT Phase
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Case Filing
No. Title Appln. No. Date Priority Date Status Appln. No.
- --- ----- ---------- ------ -------------- ------ ----------
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14
EXHIBIT 10.13.4
FOURTH AMENDMENT TO COLLABORATION AGREEMENT
This Fourth Amendment to Collaboration Agreement (this "Fourth Amendment")
dated as of January 31, 2006 (the "Fourth Amendment Effective Date"), is by and
between Regeneron Pharmaceuticals, Inc., a corporation organized and existing
under the laws of the State of New York and having its principal office at 777
Old Saw Mill River Road, Tarrytown, New York 10591 ("Regeneron ") and
sanofi-aventis U. S., LLC, (successor in interest to Aventis Pharmaceuticals
Inc.), a limited liability company organized and existing under the laws of the
State of Delaware and having a principal place of business at 200 Crossing
Blvd., Bridgewater, New Jersey 08807 ("Aventis").
INTRODUCTION
WHEREAS, Regeneron and Aventis are Parties to a Collaboration Agreement,
having an Effective Date of September 5, 2003, as amended on December 31, 2004,
January 7, 2005, and December 21, 2005 (the "Collaboration Agreement"); and
WHEREAS, Regeneron and Aventis have determined that it is desirable to
amend certain provisions of the Collaboration Agreement and document further
agreements between them as set forth herein.
NOW, THEREFORE, in consideration of the following mutual promises and
obligations and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:
Capitalized terms used in this Fourth Amendment and not defined herein shall
have the meanings ascribed to them in the Collaboration Agreement.
1. NEWLY CREATED INTELLECTUAL PROPERTY. Article 4 of the Collaboration Agreement
shall be amended by adding a new Section 4.6 at the end thereof as follows:
"4.6 Newly Created Intellectual Property. In addition to
the other licenses granted under this Article 4 and subject to
the other terms and conditions of this Agreement, to the
extent permitted under any relevant Third Party agreement,
each Party grants to the other Party and its Affiliates the
perpetual, royalty-free, paid-up, non-exclusive, worldwide
right and license, with the right to grant sublicenses, to use
and practice for any and all purposes: (i) all intellectual
property (including, without limitation, Know-How, Patents and
Patent Applications and copyrights) other than Excluded Rights
discovered, invented, authored or otherwise created by it (or
its Affiliate) after the Fourth Amendment Effective Date
directly in connection with the
1
performance of the research activities approved by the JRC
and/or the clinical development activities approved by the
JDC, in each case, as included in the Co-Development Plans,
and (ii) the Patents and Know-How identified on Schedule I to
the Fourth Amendment (which were discovered or otherwise
created by Regeneron (either solely or with Third Party
collaborators) directly in connection with the performance of
the Co-Development Plans prior to the Fourth Amendment
Effective Date). As used above, the term "Excluded Rights"
shall mean any Patents or Know-How claiming or covering the
composition (including any formulation) of a VEGF Product,
including without limitation, a VEGF Trap Product. For the
avoidance of doubt, nothing in this Section 4.6 shall be
construed to grant either Party any license to Patents or
Know-How of the other Party discovered, invented, authored or
otherwise created by it outside the performance of the
research activities approved by the JRC and/or the clinical
development activities approved by the JDC, in each case, as
included in Co-Development Plans."
2. DOCUMENTATION OF COLLABORATION ACTIVITIES. In recognition of the
importance of proper documentation for the purposes of determining
inventorship under United States patent and copyright laws as well as the
laws of the State of New York with regard to Know How, the Parties agree
to jointly establish standard operating procedures within ninety (90) days
of the Fourth Amendment Effective Date related to the documentation of
Collaboration activities carried out by the Parties.
3. MISCELLANEOUS AMENDMENT TO COLLABORATION AGREEMENT. Section 19.8 of the
Collaboration Agreement is hereby amended by adding a reference to Section
"4.6" in the correct numerical order in the parenthetical phrase therein
beginning "(including, without limitation, Sections 2.7. . .)."
4. CONTINUING EFFECT. Except as specifically modified by this Fourth
Amendment, all of the provisions of the Collaboration Agreement are hereby
ratified and confirmed to be in full force and effect, and shall remain in
full force and effect.
5. ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. The Collaboration Agreement,
this Fourth Amendment, and any written agreements executed by both Parties
pertaining to the subject matter therein, constitute the entire agreement
between the Parties hereto with respect to subject matter hereof and
thereof. Said documents supersede all other agreements and understandings
between the Parties with respect to the subject matter hereof and thereof,
whether written or oral. This Fourth Amendment shall be binding upon and
shall inure to the benefit of the Parties and their respective heirs,
administrators, executors, Affiliates, successors and permitted assigns.
2
6. HEADINGS. The section headings contained in this Fourth Amendment are for
reference purposes only and shall not affect in any way the meaning or
interpretation of the Fourth Amendment.
7. COUNTERPARTS. This Fourth Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become a binding agreement when one or more counterparts have
been signed by each Party and delivered to the other Party.
8. MISCELLANEOUS. This Fourth Amendment shall be governed by the laws of the
State of New York, without regard to its principles of conflicts of laws.
Each Party hereby irrevocably and unconditionally consents to the
exclusive jurisdiction of the courts of the State of New York, and the
United States District Court for the Southern District of New York for any
action, suit or proceeding arising out of or relating to this Fourth
Amendment, waives any objections to such jurisdiction and venue and agrees
not to commence any action, suit or proceeding relating to this Fourth
Amendment except in such courts. This Fourth Amendment supersedes all
prior understandings and agreements, whether written or oral, among the
Parties hereto relating to the essence of this Fourth Amendment. If there
is a direct conflict between the provisions of the Collaboration Agreement
and this Fourth Amendment, this Fourth Amendment shall govern. This Fourth
Amendment may be amended only by a written instrument executed by each of
the Parties.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
3
IN WITNESS WHEREOF, each of the Parties has caused this Fourth Amendment
to be executed as of the date hereof by a duly authorized corporate officer.
SANOFI-AVENTIS U.S., LLC
By: /s/ Larry Baugh
----------------------------------------------
Name: Larry Baugh
Title: Site Director
Date: February 1, 2006
By: /s/ Gregory Irace
----------------------------------------------
Name: Gregory Irace
Title: Senior Vice President & Chief Financial
Officer
Date: February 1, 2006
REGENERON PHARMACEUTICALS, INC.
By: /s/ Murray Goldberg
----------------------------------------------
Name: Murray Goldberg
Title: SVP, Finance & Administration and CFO
Date: January 31, 2006
4
SCHEDULE I
************************************
5
EXHIBIT 12.1
REGENERON PHARMACEUTICALS, INC.
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
(Dollars in thousands)
Years ended December 31,
--------------------------------------------------------
2001 2002 2003 2004 2005
-------- --------- --------- -------- --------
Earnings:
Income (loss) from continuing operations
before income (loss) from equity investee $(75,178) $(124,350) $(107,395) $ 41,565 $(95,456)
Fixed charges 3,888 13,685 14,108 14,060 13,687
Amortization of capitalized interest -- -- 33 78 78
Interest capitalized -- (222) (276) -- --
--------------------------------------------------------
Adjusted earnings $(71,290) $(110,887) $(93,530) $ 55,703 $(81,691)
========================================================
Fixed charges:
Interest expense $ 2,657 $ 11,859 $ 11,932 $ 12,175 $ 12,046
Interest capitalized -- 222 276 -- --
Assumed interest component of rental charges 1,231 1,604 1,900 1,885 1,641
--------------------------------------------------------
Total fixed charges $ 3,888 $ 13,685 $ 14,108 $ 14,060 $ 13,687
========================================================
Ratio of earnings to fixed charges (A) (A) (A) 3.96 (A)
(A) Due to the registrant's losses for the years ended December 31, 2001,
2002, 2003, and 2005, the ratio coverage was less than 1:1. To achieve
a coverage ratio of 1:1, the registrant must generate additional
earnings of the amounts shown in the table below.
Years ended December 31,
---------------------------------------------
2001 2002 2003 2005
-------- --------- --------- --------
Coverage deficiency $75,178 $124,572 $107,638 $95,378
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos.33-50480, 33-85330, 33-97176, 333-33891, 333-80663,
333-61132, 333-97375, and 333-119257) and on Form S-3 (Nos. 333-74464 and
333-121225) of Regeneron Pharmaceuticals, Inc., of our report dated February 27,
2006 relating to the financial statements, management's assessment of the
effectiveness of internal control over financial reporting and the effectiveness
of internal control over financial reporting, which appears in this Form 10-K.
PRICEWATERHOUSECOOPERS LLP
New York, New York
February 27, 2006
Exhibit 31.1
CERTIFICATION OF CEO PURSUANT TO
RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Leonard S. Schleifer, certify that:
1. I have reviewed this annual report on Form 10-K of Regeneron
Pharmaceuticals, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations, and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within the registrant, particularly
during the period in which this annual report is being
prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
annual report based on such evaluation; and
d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting: and
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 28, 2006 By: /s/ LEONARD S. SCHLEIFER
-------------------------------------
Leonard S. Schleifer, M.D., Ph.D.
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CFO PURSUANT TO
RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Murray A. Goldberg, certify that:
1. I have reviewed this annual report on Form 10-K of Regeneron
Pharmaceuticals, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations, and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within the registrant, particularly
during the period in which this annual report is being
prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
annual report based on such evaluation; and
d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting: and
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 28, 2006 By: /s/ MURRAY A. GOLDBERG
-------------------------------------------------
Murray A. Goldberg
Senior Vice President, Finance & Administration,
Chief Financial Officer, Treasurer, and Assistant
Secretary
EXHIBIT 32
CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Regeneron Pharmaceuticals, Inc. (the
"Company") on Form 10-K for the year ended December 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Leonard S.
Schleifer, M.D., Ph.D., as Chief Executive Officer of the Company, and Murray A.
Goldberg, as Chief Financial Officer of the Company, each hereby certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Leonard S. Schleifer
- -------------------------------------------
Leonard S. Schleifer, M.D., Ph.D.
Chief Executive Officer
February 28, 2006
/s/ Murray A. Goldberg
- -------------------------------------------
Murray A. Goldberg
Chief Financial Officer
February 28, 2006