Exhibit 10.21
INVESTOR AGREEMENT
By and Among
SANOFI-AVENTIS,
SANOFI-AVENTIS US LLC,
AVENTIS PHARMACEUTICALS INC.,
SANOFI-AVENTIS AMÉRIQUE DU NORD
AND
REGENERON PHARMACEUTICALS, INC.
Dated as of December 20, 2007
TABLE OF CONTENTS
Page
1. DEFINITIONS
1
2. REGISTRATION RIGHTS
7
2.1 Required Registration
7
2.2 Underwritten Required Registration Required; Priority in Underwritten
Offering
9
2.3 Priority in Required Registration
9
2.4 Revocation of Required Registration
10
2.5 Effective Required Registrations
10
2.6 Continuous Effectiveness of Registration Statement
. 11
2.7 Obligations of the Company
11
2.8 Furnish Information
14
2.9 Expenses
14
2.10 Indemnification
14
2.11 SEC Reports
16
2.12 Assignment of Registration Rights
16
3. RESTRICTIONS ON BENEFICIAL OWNERSHIP
17
3.1 Standstill
17
3.2 Amendment to Aventis Collaboration Agreement
18
4. RESTRICTIONS ON DISPOSITIONS
18
4.1 Lock-Up
18
4.2 Limitations Following Lock-Up Term
19
4.3 Certain Tender Offers
20
4.4 Offering Lock-Up
20
5. VOTING AGREEMENT
20
5.1 Voting of Securities
20
5.2 Certain Extraordinary Matters
21
5.3 Quorum
21
6. TERMINATION OF CERTAIN RIGHTS AND OBLIGATIONS
22
6.1 Termination of Registration Rights
22
6.2 Termination of Standstill Agreement
22
6.3 Termination of Restrictions on Dispositions
23
6.4 Termination of Voting Agreement
23
6.5 Effect of Termination
23
7. MISCELLANEOUS
23
7.1 Governing Law; Submission to Jurisdiction
23
7.2 Waiver
23
7.3 Notices
24
i
Page
7.4 Entire Agreement
24
7.5 Amendments
24
7.6 Headings; Nouns and Pronouns; Section References
24
7.7 Severability
24
7.8 Assignment
25
7.9 Successors and Assigns
25
7.10 Counterparts
25
7.11 Third Party Beneficiaries
25
7.12 No Strict Construction
25
7.13 Remedies
25
7.14 Specific Performance
25
7.15 No Conflicting Agreements
25
Exhibit A - Form of Irrevocable Proxy
Exhibit B - Notices
ii
INVESTOR AGREEMENT
THIS INVESTOR AGREEMENT (this "Agreement") is made as of December 20, 2007,
by and among sanofi-aventis, a company organized under the laws of France, with
its principal headquarters at 174, avenue de France, 75013 Paris, France
("sanofi-aventis"), sanofi-aventis US LLC, a Delaware limited liability company
indirectly wholly owned by sanofi-aventis ("Sanofi US") and the
successor-in-interest to Aventis Pharmaceuticals Inc. ("Aventis") with respect
to the Aventis Collaboration Agreement, with its headquarters at 55 Corporate
Drive, Bridgewater, New Jersey 00807, Aventis, a Delaware corporation and an
indirect wholly owned subsidiary of the Investor with its headquarters at 55
Corporate Drive, Bridgewater, New Jersey 00807, sanofi-aventis Amérique du Nord,
a société en nom collectif organized under the laws of France wholly owned by
sanofi-aventis with its principal headquarters at 174, avenue de France, 75013
Paris, France (the "Investor", and, together with sanofi-aventis, Sanofi US and
Aventis, the "Purchaser Parties"), 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, the Stock Purchase Agreement, dated as of November 28, 2007, by
and among the Investor, sanofi-aventis US and the Company (the "Purchase
Agreement") provides for the issuance and sale by the Company to the Investor,
and the purchase by the Investor, of