exhibit10-17_1.htm


    Exhibit 10.17.1
 

     

    First Amendment to the Investor
Agreement 
dated as of December 20, 2007 

     

         This Amendment (“Amendment”), dated as of November 10,
2009, is by and among sanofi-aventis (“sanofi-aventis”), a company organized
under the laws of France, with its principal headquarters at 174, avenue de
France, 75013 Paris, France, sanofi-aventis US LLC (“Sanofi US”), a Delaware limited
liability company with its headquarters at 55 Corporate Drive, Bridgewater, New
Jersey 08807, Aventis Pharmaceuticals Inc. (“Aventis”), a Delaware corporation with
its headquarters at 55 Corporate Drive, Bridgewater, New Jersey 08807,
sanofi-aventis Amérique du Nord (the “Investor”), a société en nom collectif organized under the
laws of France, with its principal headquarters at 174, avenue de France, 75013
Paris, France, and Regeneron Pharmaceuticals, Inc. (the “Company”), a New York corporation with
its principal place of business at 777 Old Saw Mill River Road, Tarrytown, New
York 10591.

     

        
WHEREAS, sanofi-aventis, Sanofi
US, Aventis, the Investor, and the Company (collectively, the “Parties”) entered into an Investor
Agreement, dated as of December 20, 2007 (the “Investor Agreement”); and 

     

        
WHEREAS, the Parties now desire
to amend the Investor Agreement as set forth in this Amendment. 

     

        
NOW, THEREFORE, in consideration
of the premises and mutual agreements set forth in the Investor Agreement and
this Amendment and for other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:

     

    
      	1.	     	Definitions. Capitalized terms used herein and not
      otherwise defined in this Amendment shall have the meanings ascribed to
      them in the Investor Agreement.
	 	  	 
	2.	 	Changes to the definition of
      “Lock-Up
      Term”. The
      definition of “Lock-Up Term” in the first sentence of Section 4.1
      of the Investor Agreement is hereby amended by replacing the words “fifth
      (5th) anniversary” therein with the words
      “tenth (10th)
      anniversary.”
	  	  	  
	3.	
            	Continuing Effect. Except as specifically modified in
      this Amendment, all of the provisions of the Investor Agreement shall
      remain in full force and effect.
	
            	
            	  
	4.	
            	Counterparts. This Amendment may be executed in
      counterparts, each of which shall be deemed an original but which together
      shall constitute one and the same
instrument.


    


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    Exhibit 10.17.1

     

         IN WITNESS WHEREOF, the Parties have executed
and delivered this Amendment in accordance with Section 7.5 of the Investor
Agreement as of the date first above written. 

     

    
      	
            	SANOFI-AVENTIS
	
            	 
	
            	 
	
            	By:   	/s/ José
    Ferrer
	
            	
            	Name: José Ferrer
	
            	
            	Title: VP, Legal Operations
	
            	 
	
            	 
	
            	By:	/s/ Christian
      Blin
	
            	
            	Name: Christian Blin
	
            	
            	Title: VP, R&D Finance
	 	 
	
            	 
	
            	SANOFI-AVENTIS US
LLC
	
            	 
	
            	 
	
            	By:	/s/ John M.
      Spinnato
	
            	
            	Name: John M. Spinnato
	
            	
            	Title: VP & General Counsel, US Legal
	
            	 
	
            	 
	
            	By:	/s/ Christian
      Blin
	
            	
            	Name: Christian Blin
	
            	
            	Title: VP, R&D Finance
	
            	 
	
            	 
	
            	AVENTIS PHARMACEUTICALS
      INC.
	
            	 
	
            	 
	
            	By:	/s/ John M.
      Spinnato
	
            	
            	Name: John M. Spinnato
	
            	
            	Title: VP & General Counsel, US Legal
	
            	 
	
            	 
	
            	By:	/s/ Christian
      Blin
	
            	
            	Name: Christian Blin
	
            	
            	Title: VP, R&D Finance


    


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    Exhibit 10.17.1

     

    
      	
            	SANOFI-AVENTIS AMÉRIQUE DU
      NORD
	
            	 
	
            	 
	 	By:   	/s/ José
    Ferrer
	
            	
            	Name: José Ferrer
	
            	
            	Title: VP, Legal Operations
	
            	 
	
            	 
	
            	By:	/s/ Christian
      Blin
	
            	
            	Name: Christian Blin
	
            	
            	Title: VP, R&D Finance
	
            	 
	
            	 
	
            	REGENERON PHARMACEUTICALS,
      INC.
	
            	 
	
            	 
	
            	By:	/s/ Murray A. Goldberg
	
            	
            	Name: Murray A. Goldberg
	
            	
            	Title: Senior Vice President, Finance &
	 	 	Administration and Chief Financial
Officer


    


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