1585 Broadway
New York, New York 10036
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Very truly yours, | ||||||||
REGENERON PHARMACEUTICALS, INC. | ||||||||
By: | /s/ Murray A. Goldberg | |||||||
Name: Murray A. Goldberg | ||||||||
Title: Senior Vice President Finance & Administration and Chief Financial Officer | ||||||||
Accepted as of the date hereof | ||||||||
Morgan Stanley & Co. Incorporated | ||||||||
By: | /s/ William L. Blais | |||||||
Name: William L. Blais | ||||||||
Title: Managing Director |
Registration Statement File No.: | 333-121225 | |
Time of Sale Prospectus | 1. Basic Prospectus dated February 10, 2005 | |
2. Term sheet attached as Exhibit B | ||
Lock-up Restricted Period: | 90 days | |
Title of Shares to be purchased: | Common Stock, $0.001 par value per share | |
Number of Shares: | 7,600,000 | |
Purchase Price: | $23.03 per share | |
Public Offering Price | The price per share in each trade executed pursuant to the Registration Statement and this Agreement. | |
Closing Date and Time: | November 17, 2006, 10:00 a.m. | |
Closing Location: | Skadden Arps, Slate, Meagher & Flom LLP | |
Four Times Square | ||
New York, New York 10036 | ||
Address for Notices to Underwriter: | Morgan Stanley & Co. Incorporated | |
1585 Broadway | ||
New York, New York 10036 | ||
Attention: Equity Capital Markets | ||
Syndicate Desk | ||
Address for Notices to the Company: | Regeneron Pharmaceuticals, Inc. | |
777 Old Saw Mill River Road | ||
Tarrytown, New York 10591-6707 | ||
Attention: Stuart A. Kolinski, Esq. |
Number of Firm Shares | ||||
Underwriter | To Be Purchased | |||
Morgan Stanley & Co. Incorporated | 7,600,000 | |||
Total: | 7,600,000 | |||
November 13, 2006
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Regeneron Pharmaceuticals, Inc., a New York corporation (the “Company”), providing for the public offering (the “Public Offering”) by Morgan Stanley as underwriter (the “Underwriter”) of 7,600,000 shares (the “Shares”) of the common Stock ($0.001 par value per share) of the Company (the “Common Stock”).
To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley, it will not, during the period commencing on the date hereof and ending on the earlier to occur of (a) 90 days after the date of the final prospectus supplement relating to the Public Offering, and (b) 5 days after the date of such final prospectus supplement if the sale of the Shares to the Underwriter has not closed, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering; (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift; (c) distributions or transfers to family members, trusts, and/or controlled entities in connection with estate planning,providedthat each transferee shall sign and deliver a lock-up letter substantially in the form of this letter; (d) the sale of Common Stock in the public market pursuant to a written trading plan in existence prior to the date hereof designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended; (e) the exercise of a stock option for, or the conversion of any convertible security into, shares of common stock, including, without limitation, by transferring or submitting for cancellation aged shares or shares otherwise issued or issuable upon the exercise
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of a stock option to the Company to satisfy the exercise price of a stock option under the Company’s long-term incentive plans (or to satisfy the minimum withholding tax required in connection with such option exercise); or (f) the sale of such number of shares of Common Stock as to which written authorization shall have been provided in advance by the Company using its standard internal form,with the understandingthat the aggregate number of shares of Common Stock sold pursuant to this clause (f), combined with the aggregate number shares of Common Stock sold pursuant to the parallel clause (f) contained in all other lock-up agreements executed by officers and directors of the Company in connection with this Public Offering, shall not exceed 250,000 shares. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus supplement, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.
The undersigned understands that the Company and the Underwriter are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
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Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter.
Very truly yours, | |
(Signature) | |
(Printed Name) | |
(Address) |
Regeneron Pharmaceuticals, Inc.
7,600,000 Shares of Common Stock
Issuer: | Regeneron Pharmaceuticals, Inc. | |||
Symbol: | REGN (Nasdaq Global Market) | |||
Shares offered: | 7,600,000 shares of common stock offered by the Issuer | |||
Price to public: | Common stock purchased by the Underwriter from the Issuer | |||
is being offered for resale by the Underwriter in an | ||||
at-the-market offering, in negotiated transactions or | ||||
otherwise, at market prices prevailing on the Nasdaq | ||||
Global Market at the time of sale, at prices related to | ||||
the prevailing market price or otherwise. | ||||
Trade date: | November 14, 2006 | |||
Closing date: | November 17, 2006 | |||
CUSIP: | 75886F107 | |||
Underwriter: | Morgan Stanley & Co. Incorporated |
A copy of the prospectus relating to this offering may be obtained by contacting Morgan Stanley & Co. Incorporated, 180 Varick Street, New York, New York 10014, Attention: Prospectus Department or by e-mail to prospectus@morganstanley.com.