Exhibit 10.5

REGENERON PHARMACEUTICALS,
INC.

CHANGE IN CONTROL SEVERANCE
PLAN

As amended and restated, effective
November 14, 2008

INTRODUCTION

     The
purposes of this Regeneron Pharmaceuticals, Inc. Change in Control Severance
Plan (this “Plan”) are (i) to help the Company (as defined below) retain key employees of
the Company, (ii) to help maintain the focus of such employees on the business
of the Company and to mitigate the distractions caused by the possibility that
the Company may be the target of an acquisition; and (iii) to provide certain
benefits to such employees in the event their employment is terminated (or
constructively terminated) after, or in contemplation of, a change in control.
The possibility of such terminations and the uncertainty it creates may result
in the loss or distraction of key employees of the Company to the detriment of
the Company and its shareholders.

     The
Company’s Board of Directors (the “Board”) considers the retention of key
employees and the avoidance of such loss and distraction to be essential to
protecting and enhancing the best interests of the Company and it shareholders.
The Board also believes that when a change in control is perceived as imminent,
or is occurring, the Board should be able to receive and rely on disinterested
service from employees regarding the best interests of the Company and its
shareholders without concern that employees might be distracted or concerned by
the personal uncertainties and risks created by a change in control.

     Accordingly, in order to accomplish the above purposes, the Board has
caused the Company to adopt this Plan, as amended and restated effective
November 14, 2008 (the “Effective
Date”).

     1. Definitions. For the purpose of this
Plan the foregoing terms shall have the following meanings:

          (a) “Anticipatory
Termination” means a termination of an
Eligible Executive’s employment by the Company without Cause or by an Eligible
Executive for Good Reason that occurs after a tender offer is announced for the
Company or after material discussions have occurred with a possible acquirer
with regard to a Transaction (as defined in the definition of “Change in
Control” below), provided, that such offer or discussions have not terminated.


          (b) “Average Bonus” shall mean the average amount in each of the Company’s last
three (3) completed fiscal years prior to the termination of employment (or if
higher the last three (3) completed fiscal years prior to the Change in Control)
awarded to an Eligible Executive as an annual bonus for such years (or if not
employed on the last day of three prior completed fiscal years, the average over
those fiscal years when employed on the last day of a fiscal year or, if no such
dates, the average of the Average Bonus of all Eligible Executives in the
Eligible Executive’s Group; provided, that any bonus awarded to an Eligible
Executive for a fiscal year during which he or she was employed for only a
portion of the year shall be annualized to reflect a full year’s bonus for such
year).

          (c) “Bonus” shall mean the product of (i)
the Eligible Executive’s annual base salary rate
for the year in which the Date of Termination occurs (which is calculated
immediately prior to any reduction in base salary (if any) if such termination
is by the Eligible Executive for Good Reason) multiplied by (ii) the average of
the percentages that bonuses represented of base salary for the fiscal years
utilized to determine Average Bonus.

          (d) “Cause” shall mean, as to each Eligible Executive, (i) the Eligible Executive’s
willful misconduct involving the Company or its assets, business or employees or
in the performance of his or her duties which is materially injurious to the
Company (in a manner which would affect the Company economically or as to its
reputation); (ii) the Eligible Executive’s indictment for, or conviction of, or
pleading guilty or nolo contendre to, a felony (provided that for this purpose,
a felony shall cover any action or inaction that is a felony or crime under
federal, state or local law in the United States (collectively, “U.S. law”) and any action
or inaction which takes place outside of the United States, if it would be a
felony under U.S. law); (iii) the Eligible Executive’s continued and substantial
failure to attempt in good faith to perform his or her duties with the Company
(other than failure resulting from the Eligible Executive’s incapacity due to
physical or mental illness or injury), which failure has continued for a period
of at least ten (10) days after written notice thereof from the Company; (iv)
the Eligible Executive’s breach of any material provisions of any written
agreement with the Company, which breach, if curable, is not cured within ten
(10) days after written notice thereof from the Company; or (v) the Eligible
Executive’s failure to attempt in good faith to promptly follow a written
direction of the Board or a more senior officer, provided that the failure shall
not be considered “Cause” if the Eligible Executive, in good faith, believes
that such direction, or implementation thereof, is illegal or inconsistent with
the Company’s Code of Conduct and he or she promptly so notifies the Chairman of
the Board in writing. No act or failure to act by an Eligible Executive shall be
deemed to be “willful” if the Eligible Executive believed in good faith that
such action or non-action was in, or not opposed to, the best interests of the
Company.




          (e) A “Change in Control” shall mean the occurrence of any of the following events:
(i) any “Person” (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (1) the Company, (2) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company, (3)
an underwriter temporarily holding securities pursuant to an offering of such
securities, or (4) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company) is or becomes the “Beneficial Owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing thirty-five percent (35%) or more of the Company’s then
outstanding securities, excluding any Person who is an officer or director of
the Company or who becomes such a Beneficial Owner in connection with a
transaction described in clause (A) of subsection (iii) below; (ii) the
following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the Effective Date,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the Board
or nomination for election by the Company’s shareholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the Effective Date or whose appointment,
election or nomination for election was previously so approved or recommended;
(iii) there is consummated a merger or consolidation of the Company with any other corporation other than (A) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at least sixty percent
(60%) of the combined voting power of the voting securities of the Company or
such surviving entity or any parent thereof outstanding immediately after such
merger or consolidation, or (B) a merger or consolidation effected to implement
a recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing thirty-five percent (35%) or more of the combined voting
power of the Company’s then outstanding securities; or (iv) the shareholders of
the Company approve a plan of complete liquidation or dissolution of the Company
or there is consummated an agreement for the sale or disposition by the Company
of all or substantially all of the Company’s assets, other than a sale or
disposition by the Company of all or substantially all of the Company’s assets
to an entity at least seventy-five percent (75%) of the combined voting power of
the voting securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to such sale;
subsections (iii) and (iv) above each a “Transaction”. For the avoidance of
doubt, the term “securities” shall refer solely to the Company’s Common Stock,
par value $.001 per share and Class A Stock, par value $.001 per
share.

          (f) “Code” shall mean the Internal Revenue
Code of 1986, as amended.

          (g) “Committee” shall mean the Compensation
Committee of the Board.

          (h) “Company” shall mean Regeneron Pharmaceuticals, Inc. and any successor thereto;
provided,
that for the purposes of this Plan, other than any obligation to make payments
or provide benefits hereunder and as to the definition of Change in Control,
“Company” shall also include all of the Company’s subsidiaries (as defined in
Code Section 424(f)).

          (i) “Disability” shall mean, as to each Eligible Executive, the Eligible Executive’s
failure to have performed his or her material duties and responsibilities as a
result of physical or mental illness or injury for more than one hundred eighty
(180) days during a three hundred sixty-five (365) day period.

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          (j) “Eligible Executives” shall mean Group
1 Executives and Group 2 Executives.

          (k) “Equity Grant” shall mean any stock
option, restricted stock award, or other equity
grant under the Company’s long-term incentive plans.

          (l) “Good Reason” shall mean, as to each Eligible Executive, a termination (including, if
applicable, by retirement in accordance with Company policy) by the Eligible
Executive and effected by a written notice given within ninety (90) days after
the occurrence of the Good Reason event. For purposes of this Agreement, “Good
Reason” shall mean, as to each Eligible Executive, the occurrence of any of the
following events without the Eligible Executive’s express written consent which
event is not cured within thirty (30) days after written notice thereof from the
Eligible Executive to the Company: (i) any material diminution in the Eligible
Executive’s position, duties, responsibilities, title or authority, or the
assignment to the Eligible Executive of duties and responsibilities materially
inconsistent with his or her position, except in
connection with the Eligible Executive’s termination for Cause or as a result of
death, or temporarily as a result of the Eligible Executive’s incapacity or
other absence for an extended period; (ii) any material breach by the Company of
any material provision of any written agreement with the Eligible Executive or
failure to timely pay any compensation obligation to the Eligible Executive;
(iii) a reduction in the Eligible Executive’s annual base salary or target bonus
opportunity (if any); (iv) a relocation of the Eligible Executive’s principal
business location to an area outside of a fifty (50) mile radius of the Eligible
Executive’s current principal business location or (v) a failure by the Company
to comply with this Plan.

          (m) “Group 1 Executive” shall mean an officer or other executive who has been
designated by the Committee as a Group 1 Executive in accordance with Section 2
below.

          (n) “Group 2 Executive” shall mean an officer or other executive who has been
designated by the Committee as a Group 2 Executive in accordance with Section 2
below.

          (o) “Severance Multiplier” shall mean one
for Group 1 Executives and two for Group 2
Executives.

          (p) A termination “without
Cause” shall mean a termination of an
Eligible Executive’s employment by the Company other than for a termination for
Cause or due to Disability.

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     2. Eligible Executives. Eligible
Executives shall consist of those officers and other executives of the Company
as the Committee in its sole discretion designates in writing to participate in
the Plan. At the time the Committee designates an employee as an Eligible
Executive, the Committee shall also designate whether such Eligible Executive is
a Group 1 Executive or a Group 2 Executive. The Committee may, in its sole
discretion, terminate an employee’s participation in the Plan as an Eligible
Executive by providing not less than one (1) year’s prior written notice to the
employee (a “Plan Participation Termination
Notice”) at any time following the two (2)
year anniversary of the Effective Date; provided, that no Plan Participation
Termination Notice shall be effective after a Change in Control (whether sent
before or after). The Committee may designate additional Eligible Executives or
change the designation of any Group 1 Executive to a Group 2 Executive at any
time in its sole discretion.

     3.
Termination of Employment in Connection with a
Change in Control. Subject to the provisions of Section 24 hereof:

          (a) If (i) a Change in Control occurs and an Eligible
Executive’s employment with the Company is terminated by the Company without
Cause or by the Eligible Executive for Good Reason at any time within two (2)
years after the Change in Control or (ii) there was an Anticipatory Termination
and the Change in Control has taken place within one hundred eighty (180) days
thereafter, such Eligible Executive shall be entitled to the amounts provided in
Section 4 upon such termination or, if an Anticipatory Termination, upon the
Change in Control (less any severance benefits previously paid or provided by
the Company).

          (b) In
the event of an Anticipatory Termination, if any Equity Grants in the name of the applicable Eligible Executive would vest as a
result of the Anticipatory Termination had it
occurred after the Change in Control (or the Equity Grant otherwise would have
vested pursuant to its terms on or prior to the Change in Control if not for the
Anticipatory Termination), any such Equity Grant that otherwise would be
forfeited shall not be forfeited pending a determination of whether or not a
Change in Control occurs within one hundred eighty (180) days thereafter (the
“Determination Period”), but during the Determination Period no unvested Equity
Grant shall vest or be exercisable and no dividends shall be payable unless and
until the Change in Control takes place during the Determination Period. If a
Change in Control occurs during the Determination Period, then the Equity Grants
that would have vested during the Determination Period absent the Anticipatory
Termination and any Equity Grants that would vest on the Change in Control or,
upon a without Cause or Good Reason termination within two (2) years thereafter,
shall become vested upon the Change in Control and the exercise period of all
Equity Grants that are subject to exercise conditions shall be extended, to the
extent applicable, to the later of (i) the permitted exercise dates after the
Anticipatory Termination provided in the plan or grant assuming the Change in
Control had happened immediately prior to the Anticipatory Termination and (ii)
the date which is thirty (30) days following the first date after such Change in
Control in which shares of the Company could be traded by the Eligible Executive
on the applicable market under the Company’s or its subsidiary’s trading window
policies but, (x) not beyond the last day of extension permitted under Code
Section 409A without such Equity Grant being deemed subject to the additional
tax under Code Section 409A, and (y) in no event beyond the initial expiration
date of the grant. In the event an Equity Grant would expire after an
Anticipatory Termination and prior to it becoming exercisable (including as a
result of a Change in Control) as a result of either (x) or (y) of the forgoing
sentence, it may be exercised during the thirty (30) day period prior to its
expiration (or, if in connection with a Change in Control, such other period
(whether shorter or longer) that applies to other similar Equity Grants) but the
transaction shall be held in escrow pending a determination of whether a Change
in Control has taken place during the one hundred eighty (180) day period after
termination of the Eligible Executive’s employment.

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     4. Compensation on Change in Control Termination. (a) If, pursuant to Section 3, an Eligible Executive is entitled to
amounts and benefits under this Section 4, such Eligible Executive shall receive
the following payments and benefits from the Company:

          (i) (A) any base salary, bonus, paid time off or other compensation accrued
or earned under law or in accordance with the Company’s policies and practices
applicable to the Eligible Executive but not yet paid; (B) subject to submission
of appropriate documentation, any incurred but unreimbursed business expenses
for the period prior to the Eligible Executive’s termination payable in
accordance with the Company’s policies and practices; and (C) any other amounts
or vested benefits due under the then applicable employee benefit (including
without limitation any Supplemental Executive Retirement Plan), equity or
incentive plans of the Company then in effect, applicable to the Eligible
Executive (including, without limitation, the Company’s 401(k) Savings Plan) as
shall be determined and paid in accordance with such plans;

          (ii) subject to Section 4(b) and
Section 8 hereof, within ten (10) days after the satisfaction of the
requirements of Section 8 hereof (or, if such termination occurred prior to a
Change in Control, within ten (10) days after the latter of the aforesaid date
or the Change in Control), a lump sum payment equal to the product of (A) the
Severance Multiplier times (B) the sum of (x) the Eligible Executive’s annual
base salary rate (which is calculated immediately
prior to any reduction in base salary (if any) if such termination is by the
Eligible Executive for Good Reason) and (y) the Eligible Executive’s Average
Bonus;

          (iii)
subject to Section 4(b) and Section 8 hereof, within ten (10) days after the
satisfaction of the requirements of Section 8 hereof (or, if such termination
occurred prior to a Change in Control, within ten (10) days after the latter of
the aforesaid date or the Change in Control), a pro rata Bonus payment for the
year in which the Eligible Executive is terminated based on the portion of the
year the Eligible Executive was employed;

          (iv)
to the extent not paid pursuant to Section 4(a)(i)(A) above, any earned but
unpaid bonus for a previously completed fiscal year of the Company; provided
that such bonus shall be paid to the Eligible Executive in the year following
the completed fiscal year of the Company when other executives of the Company
receive their bonuses (but not later than 2 1⁄2 months following the completion of
such fiscal year);

          (v)
subject to Section 4(b) and Section 8 hereof, continued coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or otherwise,
under the Company health plans in which the Eligible Executive and his/her
dependents participated immediately prior to the Eligible Executive’s Date of
Termination, or materially equivalent plans thereto (the “Health Plans”), for
the Eligible Executive and the Eligible Executive’s dependents until the earlier
of (A) (x) one (1) year following the Date of Termination applicable to the
Eligible Executive if the Eligible Executive is a Group 1 Executive, or (y)
eighteen (18) months following the Date of Termination applicable to the
Eligible Executive if the Eligible Executive is a Group 2 Executive, and (B) the
Eligible Executive’s becoming eligible to participate in the health plan of
another employer; provided, that the Eligible Executive timely elects such coverage and
pays the same premium amount for such coverage as the Eligible Executive would
pay if an active employee immediately prior to the Change in Control (the
”Existing Premium Amount”); and further provided that such coverage shall cease to the
extent that the providing of such coverage would violate applicable law.
Furthermore, to the extent that the applicable coverage period in this Section
4(a)(v) can not be provided under the Company’s policies or, if the providing of
such coverage would result in taxation of the benefits under Code Section 105(h)
(or a successor provision), the Company shall make payments to the Eligible
Executive of the premiums it had been paying for such coverage for the Eligible
Executive (but on a fully taxed grossed-up basis). In addition, if a Group 2
Executive has not become eligible to participate in the health plan of another
employer by the date immediately following the expiration of the eighteen (18)
month period referred to in the preceding sentence, the Company shall make a
monthly payment to the Eligible Executive
of the monthly premium it had been paying for
such coverage for the Eligible Executive (but on a fully taxed grossed-up basis)
for up to a maximum of six (6) months following the expiration of such eighteen
(18) month period (or, if earlier, until the Eligible Executive becomes eligible
to participate in the health plan of another employer).

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          (vi) subject to Section 4(b) and Section 8 hereof, continued coverage (at
Company expense to the same extent as payments were made by the Company while
the Eligible Executive was an active employee) in all welfare benefit plans
(other then those covered by (v) above) and financial/tax advisory and
preparatory services that the Eligible Executive participated in prior to
his/her Date of Termination for (x) one (1) year following the Date of
Termination applicable to the Eligible Executive if the Eligible Executive is a
Group 1 Executive, or (y) two (2) years following the Date of Termination
applicable to the Eligible Executive if the Eligible Executive is a Group 2
Executive. All such coverage shall be provided in
a manner such that it either (i) does not provide for a “deferral of
compensation” within the meaning of Code Section 409A or (ii) complies with the
requirements of Code Section 409A. Payment to an Eligible Executive of a lump
sum amount equal to the premium payable for such coverage shall only be
permitted if such payment may be made without violating the requirements of Code
Section 409A.

          (b) Severance payments and benefits pursuant to Section 4(a)(ii), (iii) or
(iv) hereof are intended to qualify as a short-term deferral for purposes of
Treasury Regulation Section 1.409A-1(b)(4). Nevertheless, if the Company
determines in good faith that any payment provided under such sections or
otherwise under Section 4(a) would cause a violation of Code Section 409A if
paid within the first six (6) months after termination of an Eligible
Executive’s employment, such amount(s) shall not be paid to such Eligible
Executive during such six (6) month period but shall instead be paid or provided
to such Eligible Executive immediately after the end of such six (6) month
period, in a lump sum (without interest). Thereafter, payments to such Eligible
Executive shall be made in accordance with the Company’s normal payroll
practices. In the event that continuation of any benefit would in the good faith
judgment of the Company cause a violation of Code Section 409A if provided at
Company cost during the first six (6) months after the Date of Termination of an
Eligible Executive, if the Eligible Executive wants such benefit continuation,
he/she shall pay to the Company the full cost therefor during such six (6) month
period and the Company shall reimburse him/her for such cost in a lump sum
payment immediately after the end of such six (6) month period.

     5. Excise
Tax. In the event that an Eligible Executive
shall become entitled to payments and/or benefits provided by this Plan or any
other amounts in the “nature of compensation”
(whether pursuant to the terms of this Plan or any other plan, arrangement or
agreement with the Company, including, without limitation, an award agreement
under an equity compensation plan, any Person whose actions result in a change
of ownership or effective control covered by Section 280G(b)(2) of the Code or
any person affiliated with the Company or such person) as a result of a Change
in Control (collectively the “Company
Payments”), and if such Company Payments will
be subject to the tax (the “Excise
Tax”) imposed by Section 4999 of the Code
(and any similar tax that may hereafter be imposed by any taxing authority) the
amounts of any Company Payments shall be automatically reduced to an amount one
dollar less than an amount that would subject the Eligible Executive to the
Excise Tax; provided, however, that the reduction shall occur only if the
reduced Company Payments received by the Eligible Executive (after taking into
account further reductions for applicable federal, state and local income,
social security and other taxes) would be greater than the unreduced Company
Payments to be received by the Eligible Executive minus (i) the Excise Tax
payable with respect to such Company Payments and (ii) all applicable federal,
state and local income, social security and other taxes on such Company
Payments. The Eligible Executive may elect which payments and benefits shall be
reduced to accomplish the foregoing, but, if the Eligible Executive does not
make such an election, the first benefit to be reduced is acceleration of
vesting of any stock option where the exercise price exceeds the fair market
value of the underlying shares at the time the acceleration would otherwise
occur, and the second benefit to be reduced shall be any cash payments under
this Plan.

          (a) For purposes of determining whether any of the Company Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (x) the Company
Payments shall be treated as “parachute payments” within the meaning of Section
280G(b)(2) of the Code, and all “parachute
payments” in excess of the “base amount” (as defined under Code Section
280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless
and except to the extent that, in the opinion of the Company’s independent
certified public accountants appointed prior to any change in ownership (as
defined under Code Section 280G(b)(2)) or tax counsel selected by such
accountants (the “Accountants”) such Company Payments (in whole or in part) either do not
constitute “parachute payments,” including giving effect to the recalculation of
stock options in accordance with Treasury Regulation Section 1.280G-1 Q/A33,
represent reasonable compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are
otherwise not subject to the Excise Tax, and (y) the value of any non-cash
benefits or any deferred payment or benefit shall be determined by the
Accountants in accordance with the principles of Section 280G of the Code. To
the extent permitted under Revenue Procedure 2003-68, the value determination
shall be recalculated to the extent it would be beneficial to the Eligible
Executive, at the request of the Eligible Executive.

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          (b) For purposes of making the calculation hereunder, the Eligible Executive
shall be deemed to pay U.S. federal income taxes at the highest marginal rate of
U.S. federal income taxation in effect in the calendar year in which the Company
Payments are to be made and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the Eligible Executive’s residence
in effect for the calendar year in which the Company Payments are to be made,
net of the maximum reduction in U.S. federal income taxes which could be
obtained from deduction of such state and local taxes if paid in such
year.

          (c) In the event of any controversy
with the Internal Revenue Service (or other
taxing authority) with regard to the Excise Tax, the Eligible Executive shall
permit the Company to control issues related to
the Excise Tax (at its expense), provided that such issues do not potentially
materially adversely affect the Eligible Executive, but the Eligible Executive
shall control any other issues. In the event the issues are interrelated, the
Eligible Executive and the Company shall in good faith cooperate so as not to
jeopardize resolution of either issue, but if the parties cannot agree the
Eligible Executive shall make the final determination with regard to the issues.
In the event of any conference with any taxing authority as to the Excise Tax or
associated income taxes, the Eligible Executive shall permit the representative
of the Company to accompany the Eligible Executive, and the Eligible Executive
and the Eligible Executive’s representative shall cooperate with the Company and
its representative. 

          (d) The Company shall be responsible
for all charges of the Accountants.

          (e) The Company and the Eligible Executive shall promptly deliver to each
other copies of any written communications, and summaries of any verbal
communications, with any taxing authority regarding the Excise Tax.

     6. Notice
of Termination. After a Change in Control,
any purported termination of an Eligible Executive’s employment (other than by
reason of death) shall be communicated by written Notice of Termination from the
Company to the Eligible Executive or from the Eligible Executive to the Company,
as the case may be, in accordance with Section 19. For purposes of this Plan, a
“Notice of Termination” shall mean a notice which shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
an Eligible Executive’s employment. Further, a Notice of Termination for Cause
after a Change in Control is required to include a copy of a resolution duly
adopted by the affirmative vote of not less than
two-thirds (2/3) of the entire membership of the Board (at a meeting of the
Board which was called and held for the purpose of considering such termination
and at which the Eligible Executive had the right to attend and speak) finding
that, in the good faith opinion of the Board, the Eligible Executive has engaged
in conduct set forth in the definition of Cause herein, and specifying the
particulars thereof in detail.

     7. Date of
Termination. “Date of Termination,” with respect to
any purported termination of an Eligible Executive’s employment after a Change
in Control, shall mean the date specified in the Notice of Termination (or, in
the case of a termination by the Company, if no date is specified, the date
which is ten (10) days from the date of such Notice of Termination) and, in the
case of a termination by an Eligible Executive for Good Reason, shall be thirty
(30) days from the date such Notice of Termination is given. 

     8. Acceptance and Release. Any and all
amounts payable and benefits or additional rights provided pursuant to Sections
4(a)(ii), (iii), (v) and (vi) above shall only be payable if the Eligible
Executive executes and delivers to the Company within forty five (45) days
following the Date of Termination an Acceptance Form and Release in the form
attached hereto as Appendix B discharging all claims of the Eligible Executive
which may have occurred up to the Date of Termination applicable to the Eligible
Executive (with such changes therein as may be necessary to make it valid and
encompassing under applicable law). Notwithstanding anything herein to the
contrary, if an Eligible Executive materially breaches any of the provisions of
Section 10 of this Plan, the Company may cease all payments and benefits due to
such Eligible Executive thereafter under Sections 4(a)(ii), (iii), (v) and (vi)
above (other than as required by law). 

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     9. No Duty
to Mitigate/Set-off. The Company agrees that
the Eligible Executive shall not be required to seek other employment or to
attempt in any way to reduce any amounts payable to the Eligible Executive by
the Company pursuant to this Plan. Further, other than as set forth in Section
4(a)(v)(B), the amount of any payment or benefit provided for in this Plan shall
not be reduced by any compensation earned by an Eligible Executive or benefit
provided to an Eligible Executive as the result of employment by another
employer, unemployment insurance payments or otherwise. Except as otherwise
provided herein and apart from any disagreement between an Eligible Executive
and the Company concerning interpretation of this Plan or any term or provision
hereof, the Company’s obligations to make the payments provided for in this Plan
and otherwise to perform its obligations hereunder shall not be affected by any
circumstances, including without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against an
Eligible Executive. The amounts due under Section 4 are inclusive, and in lieu
of, any amounts payable under any other salary continuation or cash severance
arrangement of the Company and to the extent paid or provided under any other
such arrangement shall be offset against the amount due hereunder. 

     10.
Confidentiality, Non-Solicitation and
Cooperation.

          (a) In consideration of participating in this Plan, by the execution and
delivery to the Committee of an Acknowledgement and Agreement to Restrictive
Covenants set forth on Appendix A attached hereto, if the Eligible Executive is
employed by the Company at the time of a Change in Control or has been
terminated in an Anticipatory Termination within one hundred eighty (180) days
prior thereto, each Eligible Executive agrees to the following
agreements:

               (i) during the Eligible Executive’s employment with the Company and
thereafter, the Eligible Executive agrees not to, directly or indirectly, for
any reason whatsoever, communicate or disclose to any unauthorized person, firm
or corporation, or use for the Eligible Executive’s own account, without the
prior written consent of the Board or the Chief Executive Officer of the Company
(the “CEO”), any proprietary processes, trade secrets or other confidential data
or information of the Company and its related and affiliated companies
concerning their businesses or affairs, accounts, products, services or
customers, it being understood, however, that the obligations of this Section
10(a) shall not apply to the extent that the aforesaid matters (i) are disclosed
in circumstances in which the Eligible Executive is legally required to do so,
provided that the Eligible Executive gives the Company prompt written notice of
receipt of notice of any legal proceedings so as the Company has the opportunity
to obtain a protective order, or (ii) become known to and available for use by
the public other than by the Eligible Executive’s wrongful act or
omission;

               (ii)
during the Eligible Executive’s employment with the Company and thereafter, the
Eligible Executive agrees to fully cooperate with the Company or its counsel in
connection with any matter, investigation, proceeding or litigation regarding
any matter in which the Eligible Executive was involved during the Eligible
Executive’s employment with the Company or to which the Eligible Executive has
knowledge based on the Eligible Executive’s employment with the Company;
and

8




               (iii)
during the Eligible Executive’s employment with the Company and for the one (1)
year period thereafter, if the Eligible Executive is receiving the amounts and
benefits provided under Section 4, the Eligible Executive agrees that he or she
will not individually or on behalf of any other person, firm, corporation or
other entity (actions of such other person, firm,
corporation or other entity not being attributable to the Eligible Executive
unless he or she is personally involved therewith), solicit, induce, hire or
retain any employee of the Company (or any person who had been such an employee
in the prior three (3) months) to leave the employ of the Company and to accept
employment or retention as an independent contractor with, or render services to
or with any other person, firm, corporation or other entity unaffiliated with
the Company or take any action to assist or aid any other person, firm,
corporation or other entity in identifying, soliciting, hiring or retaining any
such employee; provided, the Eligible Executive may serve as a reference after
the Eligible Executive is no longer employed by the Company, but not with regard
to any entity with which the Eligible Executive is affiliated or from which the
Eligible Executive is receiving compensation and this provision shall not be
violated by general advertising not specifically targeted at employees of the
Company.

          (b) Because the Company’s
remedies at law for a breach or threatened breach of any of the provisions of
this Section 10 would be inadequate, in the event of such a breach or threatened
breach by an Eligible Executive, in addition to any remedies at law, the Company
shall be entitled to seek equitable relief in the form of specific performance,
a temporary restraining order, a temporary or permanent injunction or any other
equitable remedy which may then be available.

          (c) If it is determined by a
court of competent jurisdiction that any restriction in this Section 10 is
excessive in duration or scope or is unreasonable or unenforceable, such
restriction may be modified or amended by the court to render it enforceable to
the maximum extent permitted.

          (d) The agreements set forth in this Section 10 are in addition to any other
activity limitations an Eligible Executive is subject to under any other
agreement between the Eligible Executive and the Company or any other plan or
arrangement of the Company applicable to the Eligible Executive.

9




     11.
Service with Subsidiaries. For purposes of this Plan, employment by a
subsidiary or a parent of the Company shall be deemed to be employment by the
Company and references to the Company shall include all such entities, except
that the payment obligation hereunder shall be solely that of the Company. A
Change in Control, however, as used in this Plan, shall refer only to a Change
in Control of the Company.

     12. Liability Insurance;
Indemnification.

     If an Eligible Executive is
receiving the payments and benefits under Section 4, then:

          (a) the Company shall continue to cover such Eligible
Executive, or cause the Eligible Executive to be covered, under any director and
officer insurance maintained after the Change in Control for directors and
officers of the Company (whether by the Company or another entity) at the
highest level so maintained for any other past or active director or officer
with regard to any action or omission of the Eligible Executive while an officer
or director of the Company. Such coverage shall continue for any period during
which the Eligible Executive may have any liability for the aforesaid actions or
omissions; and

          (b)
following a Change in Control, the Company shall, with regard to matters related to such Eligible Executive’s period of
employment with the Company, indemnify the
Eligible Executive to the fullest extent permitted or authorized by the
Company’s bylaws against any claims, suits, judgments, expenses (including
reasonable attorney fees), with advancement of legal fees and disbursements to
the fullest extent permitted by law, arising from, out of, or in connection with
the Eligible Executive’s services as an officer or director of the Company, as
an officer or director of any affiliate for which the Eligible Executive was
required to serve as such by the Company or as a fiduciary of any benefit plan
of the Company or any affiliate.

     13.
Funding. This Plan shall be funded out of the general assets of the
Company as and when benefits are payable under this Plan. To the extent that any
Eligible Executive acquires a right to receive payments under this Plan, such
right shall not be secured by any assets of the Company or any of its affiliated
companies. The Eligible Executives shall be general creditors of the Company.
Any assignment, lien or other encumbrance by an Eligible Executive of the
amounts and benefits provided under this Plan shall be null and void. If the
Company decides in its sole discretion to establish any advance accrued reserve
on its books against the future expense of benefits payable hereunder, or if the
Company decides in its sole discretion to fund a trust under this Plan, such
reserve or trust shall not under any circumstances be deemed to be an asset of
this Plan.

     14. Administration of this
Plan.

          (a) The general administration of this Plan on behalf of the
Company (as “Plan Administrator” under Section 3(16)(A) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) shall be placed with the
Committee.

          (b) The Company may, in its sole discretion, pay or reimburse
the members of the Committee for all reasonable expenses incurred in connection
with their duties hereunder. 

          (c) Decisions of the Committee shall be made by a majority of
its members attending a meeting at which a quorum is present (which meeting may
be held telephonically), or by written action in accordance with applicable law.
Subject to the terms of this Plan and provided that the Committee acts in good
faith, the Committee shall have complete authority to determine an Eligible
Executive’s participation and benefits under this Plan, to interpret and
construe, in its sole discretion, the provisions of this Plan, and to make
decisions in all disputes involving the rights of any person interested in this
Plan. All decisions by the Committee shall be made in the Committee’s sole
discretion and shall be final and binding on all persons having or claiming any
interest in this Plan. Notwithstanding the foregoing, all decisions of the
Committee after a Change in Control shall be reviewable on a de novo basis by an
arbitrator or court , as applicable. 

10




          (d) The Committee may delegate any and all of its powers and responsibilities
hereunder to other persons by formal resolution filed with and accepted by the
Board. Any such delegation shall not be effective until it is accepted by the
Board and the persons designated and may be rescinded at any time by written
notice from the Committee to the person to whom the delegation is
made.

          (e) The Committee may employ such
legal counsel, accountants and other persons as
may be required in carrying out its work in connection with this
Plan.

          (f) The Committee shall maintain such accounts and records regarding the
fiscal and other transactions of this Plan and such other data as may be
required to carry out its functions under this Plan and to comply with all
applicable laws.

          (g) The Company shall be the Plan Administrator for the purposes of any
applicable law and shall be responsible for the preparation and filing of any
required returns, reports, statements or other filings with appropriate
governmental agencies. The Company shall also be responsible for the preparation
and delivery of information to persons entitled to such information under any
applicable law.

          (h) The Company shall
indemnify, to the full extent permitted by law and its Certificate of
Incorporation and By-laws (but only to the extent not directly covered by
insurance) its officers and directors, (and any employee involved in carrying
out the functions of the Company under this Plan), each member of the Committee,
and any person designated pursuant to Section 14(d) above, against any expenses,
including amounts paid in settlement of a liability, which are reasonably
incurred in connection with any legal action to which such person is a party by
reason of his or her duties or responsibilities with respect to this Plan,
except with regard to matters as to which he or she shall be adjudged in such
action to be liable for gross negligence, willful misconduct or fraud in the
performance of his or her duties.

     15. ERISA Provisions (Including Claims Procedures). This Plan is intended to be a “top hat” welfare benefit plan within the
meaning of U.S. Department of Labor Regulation Section 2520.104-24.
Administrative provisions about this Plan are contained in Appendix C hereto.
This Plan document, including the Appendices hereto, shall constitute the Plan
document and shall be distributed to Eligible Executives in this
form.

     16. Employee Benefit Plans. The amounts
and benefits specified in Section 4 hereof shall not be paid to any Eligible
Executive as an employee and no Eligible Executive shall be eligible to
participate in employee benefit plans maintained by the Company following the
Date of Termination applicable to such Eligible Executive except as specifically
provided herein or in such benefit plan(s). Amounts paid pursuant to Section 4
shall not be taken into account for purposes of determining contributions to or
calculating accrued benefits under the employee benefit plans maintained by the
Company, except for accrued amounts that would be so taken into account pursuant
to the terms of the applicable plan. 

11




     17. Successors; Binding Agreement. In
addition to any obligations imposed by law upon any successor to the Company,
the Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree in writing to be
obligated to make the payments and provide the benefits under this Plan in the
same manner and to the same extent that the Company would have been obligated
under this Plan if no such succession had taken place. This Plan shall inure to
the benefit of and be enforceable by each Eligible Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If an Eligible Executive shall die while any amount would
still be payable to such Eligible Executive hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Plan to the executors, personal representatives or administrators of such
Eligible Executive’s estate as if the Eligible Executive had continued to live.
No rights or obligations hereunder may be assigned by an Eligible
Executive.

     18. Amendment and Termination. This Plan
shall continue until terminated by the Company in accordance with this Section
18, but the Plan shall cover only the first Change in Control occurring
hereafter. The Company reserves the right to amend or terminate, in whole or in
part, any or all of the provisions of this Plan by action of the Board or the
Committee at any time and for any reason prior to a Change in Control, provided
that in no event shall any amendment which reduces an Eligible Executive’s right
to payment and/or benefits under this Plan or any termination of this Plan be
effective as to any Eligible Executive then participating in this Plan prior to
the one (1) year anniversary such amendment or Plan termination is adopted by
the Board or the Committee, and provided further that no such amendment or
termination that is not effective prior to a Change in Control shall be
effective after a Change in Control.

     19. Notices. Any notice or other
communication required or permitted under this Plan shall be in writing and
shall be delivered personally, or sent by registered mail, postage prepaid. Any
such notice shall be deemed given when so delivered personally, or, if mailed,
five (5) days after the date of deposit in the United States mails,

	          	(i)	     	
      If to the Company, to:
Regeneron Pharmaceuticals, Inc.
777 Old Saw
      Mill River Road
Tarrytown, New York
      10591
Attention: Chief Executive
    Officer

				 
		(ii)		If to an Eligible Executive, to
      his or her last shown address on the books of the
  Company.


12




     20. Separability. If any provisions of
this Plan (including the appendices hereto) shall be declared to be invalid or
unenforceable, in whole or in part, (by a court of competent jurisdiction) such
invalidity or unenforceability shall not affect the validity of the remaining
provisions of this Plan (including the appendices hereto).

     21.
Legal Fees.

          (a) In the event the Company does not make the payments due
hereunder on a timely basis (as determined by an arbitrator) and the matter is
arbitrated pursuant to Section 22 below, if the Eligible Executive prevails in
such arbitration, the Company shall pay all costs of such arbitration, including
reasonable legal fees and other reasonable fees and expenses which the Eligible
Executive may incur (on a tax grossed up basis, to the extent such amounts are
taxable to the Eligible Executive).

          (b) The Company shall pay to the Eligible Executive interest
at the prime lending rate (as reported from time to time by The Wall Street
Journal) on all or any part of any amount to be paid to Eligible Executive
hereunder that is not paid when due. The prime rate for each calendar quarter
shall be the prime rate in effect on the first day of the calendar
quarter.

     22.
Arbitration. Any dispute or controversy arising under or in connection with this Plan shall be settled exclusively by arbitration
conducted in the City of New York in the State of
New York under the Commercial Arbitration Rules then prevailing of the American
Arbitration Association and such submission shall request the American
Arbitration Association to: (i) appoint an arbitrator experienced and
knowledgeable concerning the matter then in dispute; (ii) require the testimony
to be transcribed; (iii) require the award to be accompanied by findings of fact
and the statement for reasons for the decision; and (iv) request the matter to
be handled by and in accordance with the expedited procedures provided for in
the Commercial Arbitration Rules. The determination of the arbitrators, which
shall be based upon a de novo interpretation of this Plan, shall be final and
binding and judgment may be entered on the arbitrators’ award in any court
having jurisdiction. The Company shall pay all costs of the American Arbitration
Association and the arbitrator.

     23. Withholding. The Company shall have
the right to make such provisions as it deems necessary or appropriate to
satisfy any obligations it reasonably believes it may have to withhold federal,
state or local income or other taxes incurred by reason of payments pursuant to
this Plan. In lieu thereof, the Company shall have the right to withhold the
amounts of such taxes from any other sums due or to become due from the Company
to an Eligible Executive upon such terms and conditions as the Committee may
prescribe.

     24. Code
Section 409A. This Plan is intended to comply
with the applicable requirements of Code Section 409A and shall be limited,
construed, interpreted and administered in accordance with such intent. The
Company reserves the right to amend the provisions of this Plan at any time in
order to avoid the imposition of the additional tax under Code Section 409A on
any payments to be made hereunder. The Company shall indemnify the Eligible
Executives for any taxes, interest or penalties incurred under Code Section 409A
as a result of any payments or benefits hereunder in such a manner that the
Eligible Executive will have no after tax cost as a result thereof. Without
limiting the generality of the foregoing:

13




          (a) For purposes of this Plan, the employment of Eligible
Executives with the Company will not be treated as terminated unless and until
such termination of employment constitutes a “separation from service” for
purposes of Section 409A of the Code.

          (b) The Acceptance Form and
Release described in Section 8 hereof shall be provided to the Eligible
Executive and shall be required to be executed by the Eligible Executive in a
time period which will not result in severance payments made to the Eligible
Executive hereunder failing to qualify as a short-term deferral for purposes of
Treasury Regulation Section 1.409A-1(b)(4). Severance payments pursuant to
Section 4(a) hereof are intended to qualify as a short-term deferral for
purposes of Treasury Regulation Section 1.409A-1(b)(4).

          (c) If
the provisions of Section 3(b) are applicable to an equity or equity-based award
subject to the provisions of Section 409A of the Code, payment of such awards
shall be made, if provided for in Section 3(b), in a time period which will not
result in such payments failing to qualify as a short-term deferral for purposes
of Treasury Regulation Section 1.409A-1(b)(4).

          (d) To
the extent necessary to comply with the provisions of Section 409A of the Code
and the guidance issued thereunder (A) reimbursements or tax gross-up payments
to an Eligible Executive pursuant to Section 4, Section 12, Section 21, this
Section 24 or otherwise hereunder shall be made not later than the end of the
calendar year following the year in which the reimbursable expense is incurred
or tax subject to a gross-up provision is paid by the Eligible Executive, as applicable, and shall otherwise be made in a
manner that complies with the requirements of
Treasury Regulation Section 1.409A-3(i)(l)(iv).

     25. Non-Exclusivity of Rights. Nothing in
this Plan shall prevent or limit an Eligible Executive’s continuing or future
participation in any benefit, bonus, incentive, equity or other plan or program
provided by the Company for which the Eligible Executive may qualify, nor shall
anything herein (except Section 8) limit or otherwise prejudice such rights as
the Eligible Executive may have under any other currently existing plan,
agreement as to employment, or termination from employment with the Company or
any other contractual or statutory entitlements. Amounts that are vested
benefits or those which an Eligible Executive is otherwise entitled to receive
under any other plan or program of the Company, at or subsequent to the
Termination Date applicable to such Eligible Executive, shall be payable in
accordance with such other plan or program, except as otherwise specifically
provided herein. With the exception of the provisions in this Agreement
regarding vesting and exercisability of Equity Grants following an Anticipatory
Termination, nothing in this Plan will affect any term or provision of any stock
option award between an Eligible Executive and the Company and the rights set
forth in this Plan are in addition to, and not in lieu of, the terms of any such
award agreements. Notwithstanding the foregoing, an Eligible Executive shall not
be entitled to received duplicative severance payments and benefits and, to the
extent that an Eligible Executive is entitled to severance payments and benefits
under any other plan or agreement, such Eligible Executive shall be entitled to
the greater of the payments and benefits thereunder or hereunder but not under
both plans or agreements.

14




     26. At Will Employment. This Plan does not
constitute a contract of employment and, subject
to any other agreement between an Eligible Executive and the Company, the Company reserves the right to terminate an
Eligible Executive’s employment at any time with or without reason or notice
(unless otherwise prohibited by law), subject to the payment and other
provisions hereof.

     27. Governing Law. The construction,
interpretation and administration of this Plan shall be governed by ERISA. To
the extent not so governed, it shall be construed, interpreted, and governed in
accordance with the laws of the State of New York without reference to rules
relating to conflicts of law.

     IN
WITNESS WHEREOF, this amended and restated
Plan has been adopted effective as of November 14, 2008, and Regeneron
Pharmaceuticals, Inc. has caused this instrument to be signed by its officer or
representative duly authorized on this 14th day of November 2008.


	REGENERON PHARMACEUTICALS, INC.  
	  
	By: 
    	/s/ Stuart Kolinski 
      
	Name:  	Stuart
      Kolinski  
	Title:  	Senior Vice
      President & General Counsel 
  




15




Appendix A

FORM OF

ACKNOWLEDGEMENT AND AGREEMENT TO
RESTRICTIVE COVENANTS

The Compensation Committee
Regeneron
Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York
10591

     Reference
is hereby made to the Regeneron Pharmaceuticals, Inc. Change in Control
Severance Plan, as amended and restated effective November 14, 2008 (the
“Plan”). Any capitalized term used but not defined herein shall have the meaning
ascribed to such term in the Plan.

     In consideration of participation in
the Plan as an Eligible Executive, the undersigned hereby acknowledges and
agrees that if the undersigned is employed by the Company at the time of a
Change in Control or has been terminated in an Anticipatory Termination within
one hundred eighty (180) days prior thereto, the undersigned shall be bound by
the restrictive covenants and agreements set forth in Section 10 of the
Plan.

____________________
 
[Name
of Eligible Executive]

Effective Date:




Appendix B

ACCEPTANCE FORM AND
RELEASE

Release

     1. I
agree and acknowledge that the payments and other benefits provided pursuant to
the Regeneron Pharmaceuticals, Inc. Change in Control Severance Plan (“Plan”),
as amended and restated effective November 14, 2008 and my rights under any
equity grant (i) are in full discharge of any and all liabilities and
obligations of the Company to me, monetarily or with respect to employee
benefits or otherwise, including but not limited to any and all obligations
arising under any alleged written or oral employment agreement, policy, plan or
procedure of the Company and/or any alleged understanding or arrangement between
me and the Company; and (ii) exceed any payment, benefit, or other thing of
value to which I might otherwise be entitled under any policy, plan or procedure
of the Company and/or any agreement between me and the Company.

     2. In
consideration for the payments and benefits to be provided to me pursuant to the
Plan, I forever release and discharge the Company from any and all claims. This
includes claims that are not specified in this Acceptance Form and Release (this
“Release”), claims of which I am not currently aware, claims under: (i) the Age
Discrimination in Employment Act, as amended; (ii) Title VII of the Civil Rights
Act of 1964, as amended; (iii) the Americans with Disabilities Act, as amended;
(iv) the Employee Retirement Income Security Act of 1974, as amended (excluding
claims for accrued, vested benefits under any employee benefit pension plan of
the Company in accordance with the terms and conditions of such plan and
applicable law); (v) the Workers’ Adjustment and Retraining Notification Act;
(vi) the Family and Medical Leave Act; (vii) any
claim under the New York State Human Rights Law and the New York City
Administrative Code; (viii) any other claim (whether based on federal, state, or
local law, statutory or decisional) relating to or arising out of my employment,
the terms and conditions of such employment, the separation of such employment,
and/or any of the events relating directly or indirectly to or surrounding the
separation of that employment, including, but not limited to, breach of contract
(express or implied), wrongful discharge, detrimental reliance, defamation,
emotional distress or compensatory or punitive damages; and (ix) any claim for
attorneys’ fees, costs, disbursements and/or the like. Notwithstanding anything
herein to the contrary, the sole matters to which this Release does not apply
are (i) the rights of indemnification and directors and officers liability
insurance coverage to which I was entitled immediately prior to my termination;
(ii) my rights under any tax-qualified pension plan or claims for accrued vested
benefits under any other employee benefit plan, policy or arrangement maintained
by the Company or under the Consolidated Omnibus Budget Reconciliation Act of
1985; and (iii) my rights under the specific terms of any equity
grant.

     3. This
Release applies to me and to anyone who succeeds to my rights, such as my heirs,
executors, administrators of my estate, trustees, and assigns. This Release is
for the benefit of (i) the Company, (ii) any related corporation or entity,
(iii) any director, officer, employee, or agent of the Company or of any such
related corporation or entity, or (iv) any person, corporation or entity who or
that succeeds to the rights of the Company or of any such person, corporation or
entity.




     4. I acknowledge that I: (a) have
carefully read in their entirety the Plan, this Release [and the information attached as Appendix I provided pursuant to the
Older Workers Benefit Protection Act]; (b) have
had an opportunity to consider fully for at least [twenty-one (21)] [forty-five (45)] days the terms of the Plan, this Release
[and information attached as Appendix I]; (c) have been advised by the Company
in writing to consult with an attorney of my choosing in connection with the
Plan, this Release [and the information attached as Appendix I]; (d) fully
understand the significance of all of the terms and conditions of the Plan,
Release [and the information attached as Appendix I], and have discussed them
with my independent legal counsel, or have had a reasonable opportunity to do
so; (e) have had answered to my satisfaction any questions I have asked with
regard to the meaning and significance of any of the provisions of the Plan,
this Release [and the information attached as Appendix I]; and (f) am signing
this Release voluntarily and of my own free will and assent to all the terms and
conditions contained herein and contained in the Plan and the
Release.

     5. I
understand that I will have [twenty-one (21)] [forty-five (45)] days from the
date of receipt of this Release [and information attached as Appendix I] to
consider the terms and conditions of those documents. I may execute and thereby
accept this Release by signing and sending it to _______________. After
executing this Release and returning it to _______________, I shall have seven (7) days (the “Revocation Period”) to
revoke this Release by indicating my desire to do so in writing delivered by no
later than 5:00 p.m. on the seventh (7th) day following the date I sign and
return this Release. The effective date of this Release shall be the eighth
(8th) day following my signing and return of this Release. If the last day of
the Revocation Period falls on a Saturday, Sunday or holiday, the last day of
the Revocation Period will be deemed to be the next business day. In the event I
do not accept this Release, or in the event I revoke this Release during the
Revocation Period, my rights under the Plan, this Release, including but not
limited to my rights to receive payments and other benefits from the Company,
shall be deemed automatically null and void.

2





	Print
      Name: 	 	 	      	Date: 	 	 
		 Employee 	 		 	



	Signature:  	 	 
		 Employee 	 



	STATE
      OF NEW YORK  	  )	  
	  	  )	  ss:
	COUNTY
      OF  	 	  )	  



     On this
___ day of __________  _______, before me personally came ____________ to
be known and known to me to be the person described and who executed the
foregoing Release, and (s)he duly acknowledged to me that (s)he executed the
same.

____________________
 
Notary Public

3




ACCEPTANCE FORM AND
RELEASE

Acceptance
Form:

I have read the Regeneron
Pharmaceuticals, Inc. Change in Control Severance Plan, as amended and restated
effective November 14, 2008 (“Plan”) and the accompanying Release [and the
information attached as Appendix I] and hereby accept the benefits provided
under the Plan, subject to the terms and conditions set forth in the Plan and
the Release.

 

	Print
      Name: 	 	 	      	Date: 	 	 
		 Employee 	 		 	



	Signature:  	 	 
		 Employee 	 



	STATE
      OF NEW YORK  	  )	  
	  	  )	  ss:
	COUNTY
      OF  	 	  )	  



     On this
___ day of __________  _______, before me personally came ____________ to
be known and known to me to be the person described and who executed the
foregoing Release, and (s)he duly acknowledged to me that (s)he executed the
same.

____________________
 
Notary Public




APPENDIX C

PROVISIONS RELATING TO
ERISA

     A. Claims
Procedure

          1. Any
claim by an Eligible Executive with respect to eligibility, participation,
contributions, benefits or other aspects of the operation of the Plan shall be
made in writing to a person designated by the Committee from time to time for
such purpose. If the designated person receiving a claim believes, following
consultation with the Chairman of the Committee, that the claim should be
denied, he or she shall notify the Eligible Executive in writing of the denial
of the claim within ninety (90) days after his or her receipt thereof. This
period may be extended an additional ninety (90) days in special circumstances
and, in such event, the Eligible Executive shall be notified in writing of the
extension, the special circumstances requiring the extension of time and the
date by which the Committee expects to make a determination with respect to the
claim. If the extension is required due to the Eligible Executive’s failure to
submit information necessary to decide the claim, the period for making the
determination will be tolled from the date on which the extension notice is sent
until the date on which the Eligible Executive responds to the Plan’s request
for information.

          2. If a claim is denied in whole or in part, or any adverse
benefit determination is made with respect to the claim, the Eligible Executive
will be provided with a written notice setting forth (a) the specific reason or
reasons for the denial making reference to the pertinent provisions of the Plan
or of Plan documents on which the denial is based, (b) a description of any
additional material or information necessary to perfect or evaluate the claim,
and explain why such material or information, if any, is necessary, and (c)
inform the Eligible Executive of his or her right, pursuant to Paragraph A(1) of
this Appendix, to request review of the decision. The notice shall also provide an explanation of the Plan’s claims review
procedure and the time limits applicable to such procedure, as well as a
statement of the Eligible Executive’s right to bring a civil action under
Section 502(a) of ERISA following an adverse benefit determination on review. If
an Eligible Executive is not notified (of the denial or an extension) within
ninety (90) days from the date the Eligible Executive notifies the Plan
Administrator, the Eligible Executive may request a review of the application as
if the claim had been denied.

           3. An Eligible Executive may appeal the denial of a claim by
submitting a written request for review to the Committee, within sixty (60) days after written notification of denial is received. Such period may be
extended by the Committee for good cause shown. The claim will then be reviewed
by the Committee. In connection with this appeal, the Eligible Executive (or his
or her duly authorized representative) may (a) be provided, upon written request
and free of charge, with reasonable access to (and copies of) all documents,
records, and other information relevant to the claim; and (b) submit to the
Committee written comments, documents, records, and other information related to
the claim. If the Committee deems it appropriate, it may hold a hearing as to a
claim. If a hearing is held, the Eligible Executive shall be entitled to be
represented by counsel.

          4. The review by the Committee will take into account all
comments, documents, records, and other information the Eligible Executive
submits relating to the claim. The Committee will make a final written decision
on a claim review, in most cases within sixty (60) days after receipt of a
request for a review. In some cases, the claim may take more time to review, and
an additional processing period of up to sixty (60) days may be required. If
that happens, the Eligible Executive will receive a written notice of that fact,
which will also indicate the special circumstances requiring the extension of
time and the date by which the Committee expects
to make a determination with respect to the claim. If the extension is required
due to the Eligible Executive’s failure to submit information necessary to
decide the claim, the period for making the determination will be tolled from
the date on which the extension notice is sent to the Eligible Executive until
the date on which the Eligible Executive responds to the Plan’s request for
information.




          5. The Committee decision on the claim for review will be
communicated to the Eligible Executive in writing. If an adverse benefit
determination is made with respect to the claim, the notice will include (a) the
specific reason(s) for any adverse benefit determination, with references to the
specific Plan provisions on which the determination is based; (b) a statement
that the Eligible Executive is entitled to receive, upon request and free of
charge, reasonable access to (and copies of) all documents, records and other
information relevant to the claim; and (c) a statement of the Eligible
Executive’s right to bring a civil action under Section 502(a) of ERISA. An
Eligible Executive may not start a lawsuit to obtain benefits until after he or
she has requested a review and a final decision has been reached on review, or
until the appropriate time frame described above has elapsed since the Eligible
Executive filed a request for review and you have not received a final decision
or notice that an extension will be necessary to reach a final decision. The law
also permits the Eligible Executive to pursue his or her remedies under section
502(a) of ERISA without exhausting these appeal procedures if the Plan has
failed to follow them.

     B. Plan Interpretation and
Benefit Determination

          1. The
Committee (or, where applicable, any duly authorized delegee of the Committee) shall have the exclusive right, power, and
authority, in its sole and absolute discretion,
to administer, apply and interpret the Plan and any other documents, and to
decide all factual and legal matters arising in
connection with the operation or administration of the Plan.

          2.
Without limiting the generality of the foregoing paragraph, the Committee
(or, where applicable, any duly authorized
delegee of the Committee) shall have the sole and absolute discretionary
authority to:

               (a)
take all actions and make all decisions (including factual decisions) with
respect to the eligibility for, and the amount of, benefits payable under the
Plan;

               (b)
formulate, interpret and apply rules, regulations and policies necessary to administer the Plan;

               (c)
decide questions, including legal or factual questions, relating to the calculation and payment of benefits, and all other
determinations made, under the Plan;

               (d)
resolve and/or clarify any factual or other ambiguities, inconsistencies and omissions arising under this Plan or other Plan
documents; and

               (e)
process, and approve or deny, benefit claims and rule on any benefit exclusions.

     All
determinations made by the Committee (or, where applicable, any duly authorized
delegee of the Committee) with respect to any matter arising under the Plan
shall be final and binding on the Company, Eligible Executive, beneficiary, and
all other parties affected thereby. Notwithstanding the foregoing, all decisions
of the Committee after a Change in Control shall be reviewable on a
de novo
basis by an arbitrator or court, as applicable.