8-KMaterial Agreements

REGENERON PHARMACEUTICALS, INC. 8-K Report, Material Agreement (Mar 29, 2016)

Filed March 29, 2016For Securities:REGN

Summary

Regeneron Pharmaceuticals, Inc. announced on March 23, 2016, the entry into a Material Definitive Agreement, specifically a License and Collaboration Agreement with Bayer HealthCare LLC. This agreement focuses on the joint development and commercialization of a new antibody targeting angiopoietin2 (ANG2), which may be used in combination with Regeneron's existing EYLEA® (aflibercept) Injection for ocular diseases. The deal structure provides Regeneron with an upfront payment and shared responsibility for development costs, while Bayer HealthCare will lead commercialization outside the United States.

Key Highlights

  • 1Regeneron entered into a License and Collaboration Agreement with Bayer HealthCare LLC on March 23, 2016.
  • 2The agreement covers the joint development and commercialization of an antibody to angiopoietin2 (ANG2) for ocular diseases.
  • 3The ANG2 antibody may be developed in combination with Regeneron's EYLEA®.
  • 4Bayer HealthCare will pay Regeneron an upfront payment of $50 million.
  • 5Bayer HealthCare will commercialize the ANG2 antibody outside the United States, while Regeneron retains U.S. commercialization rights.
  • 6Regeneron and Bayer HealthCare will share profits from ex-U.S. sales equally.
  • 7The agreement includes a standstill provision that limits Bayer HealthCare's ability to influence Regeneron's control or acquire significant shares for a specified period.

Frequently Asked Questions

The agreement is for the joint development and commercialization of a new antibody targeting angiopoietin2 (ANG2) for the treatment of ocular diseases. It also includes provisions for combining this new antibody with Regeneron's existing EYLEA®.

Regeneron will receive an upfront payment of $50 million from Bayer HealthCare. They will also share in development costs and equally share profits from ex-U.S. sales of the ANG2 antibody, while retaining all profits from U.S. sales.

Bayer HealthCare will be responsible for commercializing the ANG2 antibody outside of the United States. Regeneron will retain exclusive commercialization rights for the product within the United States.

The standstill provision, similar to a previous agreement between the parties, prohibits Bayer HealthCare and its affiliates from attempting to influence Regeneron's control or acquiring more than 20% of Regeneron's outstanding shares. This provision is designed to maintain a stable relationship and will expire five years after the agreement's termination date.