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.

Frequently Asked Questions

The primary purpose of the new agreement, detailed in the 8-K, is to increase the investment in the co-development of REGN2810 (cemiplimab), a promising immuno-oncology drug candidate. It also establishes a framework for Sanofi to potentially sell Regeneron shares to help fund its portion of the development costs for REGN2810 and other key collaboration products like Dupilumab and REGN3500.

The increase of $990 million, bringing the total REGN2810 development budget to $1.64 billion, signifies a greater commitment to advancing this asset. It also implies potentially expanded development plans or increased costs associated with bringing REGN2810 to market. The agreement also introduces more structured governance for the REGN2810 development plan and budget.

The limited waiver of Sanofi's lock-up allows it to sell specific quantities of Regeneron stock to meet its funding obligations for collaboration projects. This provides Sanofi with financial flexibility and can impact the supply of Regeneron shares available in the market. For Regeneron, it introduces a potential buyback opportunity and influences its shareholder base. The sales are structured to minimize market disruption.

Regeneron reported preliminary, unaudited U.S. net product sales for EYLEA of approximately $3.7 billion for the full year 2017. International net product sales for EYLEA exceeded $2.0 billion for the same period. These figures indicate strong and continued commercial performance for EYLEA.