-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUah3ZwSbKPADY8Mk2yfLL8L1mGrg83MNrgInW96Rv0nPcRVG04HsJRYVwT+u8FQ HUqb303FsXvwItEOmwy3SQ== 0000950123-05-015057.txt : 20051222 0000950123-05-015057.hdr.sgml : 20051222 20051222060106 ACCESSION NUMBER: 0000950123-05-015057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051221 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENERON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000872589 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133444607 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19034 FILM NUMBER: 051279923 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER RD CITY: TARRYTOWN STATE: NY ZIP: 10591-6707 BUSINESS PHONE: 9143477000 8-K 1 y15880e8vk.htm FORM 8-K FORM 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2005 (December 21, 2005)
REGENERON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
         
New York   000-19034   133444607
(State or other
jurisdiction of
incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification Number)
         
  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 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 21, 2005, Regeneron Pharmaceuticals, Inc. (the “Company”) and Aventis Pharmaceuticals Inc. (“Aventis”) (now a member of the sanofi-aventis Group) entered into a Third Amendment (the “Third Amendment”) to their Collaboration Agreement dated as of September 5, 2003 (the “Collaboration Agreement”). The Third Amendment expanded the territory in which the companies are collaborating on the development of the Vascular Endothelial Growth Factor (VEGF) Trap to include Japan. The companies will now collaborate on the joint development of the VEGF Trap throughout the world in all indications, except for intraocular delivery to the eye. In connection with the Third Amendment, the Company will receive an upfront payment of $25 million, milestone payments of up to $40 million related to potential regulatory approvals of the VEGF Trap in Japan, and a royalty of approximately 35% of annual sales of the VEGF Trap in Japan, subject to certain potential adjustments.
  Under the terms of the amended Collaboration Agreement, the Company is eligible to receive total milestone payments of up to $400 million, which includes up to $360 million related to potential regulatory approvals of the VEGF Trap in the United States and the European Union. In addition, the Company is entitled to share equally in any profits related to VEGF Trap sales outside of Japan. Aventis is responsible for funding all of the worldwide VEGF Trap development costs under the Collaboration Agreement. Following commercialization of the VEGF Trap, the Company is obligated to reimburse Aventis for half of the worldwide VEGF Trap development costs paid by Aventis out of the Company’s share of VEGF Trap profits and Japan royalties.
     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  REGENERON PHARMACEUTICALS, INC.
 		  
Dated: December 22, 2005  By:   /s/ Stuart Kolinski    
    Stuart Kolinski   
    Vice President and General Counsel   
 

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