SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934

REGENERON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

000-19034 (Commission File No.)		13-3444607 (IRS Employer Identification No.)
777 Old Saw Mill River Road, Tarrytown, New York		10591-6707
(Address of principal executive offices)		(Zip Code)

(914) 347-7000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

 

Item 1.01. Entry Into a Material Definitive Agreement.

     On December 20, 2007, as a condition to the closing of a stock purchase agreement by and among sanofi-aventis Amérique du Nord, sanofi-aventis US LLC (such companies and their affiliates, including sanofi-aventis and Aventis Pharmaceuticals Inc., being referred to herein as “Sanofi”) and Regeneron Pharmaceuticals, Inc. (the “Company”), the Company entered into an Investor Agreement with Sanofi. A brief description of the terms and conditions of the Investor Agreement that are material to the Company is set forth in the Form 8-K filed by the Company on November 29, 2007 under the heading “Equity Placement” in Item 1.01 of such Form 8-K, which description is incorporated by reference herein.

Item 8.01. Other Events.

     On December 20, 2007, the Company issued a press release announcing that following early termination of the Hart-Scott-Rodino waiting period, the Company closed the sale of 12 million newly issued shares of Company common stock to Sanofi at a price of $26.00 per share pursuant to its previously announced agreement. A copy of this press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.		Document
99.1		Press Release issued by the Company, dated December 20, 2007

SIGNATURE

     Pursuant to the requirements 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.
Date: December 21, 2007		By:		/s/ Stuart Kolinski
				Name: Stuart Kolinski
				Title: Senior Vice President and General Counsel

Exhibit Index

Number		Description
99.1		Press Release issued by the Company, dated December 20, 2007

Exhibit 99.1

FOR IMMEDIATE RELEASE

Regeneron Closes $312 Million Common Stock Sale in Connection with Sanofi-Aventis Collaboration

Tarrytown, NY – December 20, 2007 – Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN) announced today that following early termination of the Hart-Scott-Rodino waiting period, the Company closed the sale of 12 million newly issued shares of Regeneron common stock to the sanofi-aventis Group at a price of $26.00 per share pursuant to its previously announced agreement.

The equity purchase is part of the global strategic collaboration the two companies entered into on November 28, 2007 to discover, develop, and commercialize fully-human therapeutic antibodies.

With the proceeds of the equity sale and an $85 million upfront payment received from sanofi-aventis earlier this month, Regeneron expects to end the year with $840-$850 million in cash and securities.

About Regeneron Pharmaceuticals
Regeneron is a biopharmaceutical company that discovers, develops, and intends to commercialize therapeutic medicines for the treatment of serious medical conditions. Regeneron has therapeutic candidates in clinical trials for the potential treatment of cancer, eye diseases, and inflammatory diseases and has preclinical programs in other diseases and disorders. Additional information about Regeneron and recent news releases are available on Regeneron’s worldwide web site at www.regeneron.com

Forward Looking Statement
This news release discusses historical information and includes forward-looking statements about Regeneron and its products, programs, finances, and business, all of which involve a number of risks and uncertainties, such as risks associated with preclinical and clinical development of our drug candidates, determinations by regulatory and administrative governmental authorities which may delay or restrict our ability to continue to develop or commercialize our drug candidates, competing drugs that are superior to our product candidates, unanticipated expenses, the availability and cost of capital, the costs of developing, producing, and selling products, the potential for any collaboration agreement, including our agreements with the sanofi-aventis Group and Bayer HealthCare, to be canceled or to terminate without any product success, risks associated with third party intellectual property, and other material risks.  A more complete description of these and other material risks can be found in Regeneron’s filings with the United States Securities and Exchange Commission (SEC), including its Form 10-Q for the quarter ended September 30, 2007.  Regeneron does not undertake any obligation to update

publicly any forward-looking statement, whether as a result of new information, future events, or otherwise unless required by law.

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Contact Information:

Regeneron Pharmaceuticals, Inc.
Charles Poole
Vice President, Investor Relations
1.914.345.7640
charles.poole@regeneron.com

Laura Lindsay
Media Relations
1.914.345.7800
laura.lindsay@regeneron.com