8-KEarnings & ResultsMaterial AgreementsRegulation FD+1

REGENERON PHARMACEUTICALS, INC. 8-K Report, Material Agreement (Jan 8, 2018)

Filed January 8, 2018For Securities:REGN

Summary

Regeneron Pharmaceuticals, Inc. (REGN) filed an 8-K on January 8, 2018, detailing a material definitive agreement with Sanofi. Key aspects include a significant increase in the development budget for the immuno-oncology candidate REGN2810 (cemiplimab) to $1.64 billion. This agreement also outlines mechanisms for Sanofi to sell Regeneron shares to partially fund its share of development costs for REGN2810 and for Dupilumab/REGN3500, impacting Sanofi's lock-up obligations and Regeneron's capital structure. Additionally, the filing provided preliminary full-year 2017 EYLEA® net product sales figures, with U.S. sales reaching approximately $3.7 billion and international sales exceeding $2.0 billion. This sales performance highlights the continued commercial success of a key Regeneron product and provides an outlook for the company's financial performance heading into 2018.

Key Highlights

  • 1Regeneron and Sanofi increased the development budget for the PD-1 inhibitor REGN2810 (cemiplimab) by $990 million to a total of $1.64 billion.
  • 2Sanofi is granted a limited waiver of its lock-up obligations to sell up to 800,000 Regeneron shares to fund REGN2810 development costs between October 2017 and September 2020.
  • 3Sanofi can also sell up to 600,000 Regeneron shares to fund its share of development costs for Dupilumab and REGN3500 between January 2018 and September 2020.
  • 4The agreement details the mechanics for Sanofi to sell shares, including options for Regeneron to purchase them and provisions for open-market sales, with limitations on daily and quarterly sales volume.
  • 5Regeneron provided preliminary full-year 2017 EYLEA® net product sales: approximately $3.7 billion in the U.S. and over $2.0 billion internationally.
  • 6Sanofi's director designation right on Regeneron's board will have a adjusted minimum ownership threshold post-Termination Date, with an extended cure period.

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