Exhibit 10.2
EXECUTION VERSION
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
May 25, 2020
Sanofi
54, rue La Boétie
75008 Paris
France
Attention: Chief Financial Officer
of Investor Agreement
Ladies and Gentlemen:
Reference is made to the Amended and Restated Investor Agreement (as may be
amended from time to time, the "Investor Agreement"), dated as of January 11,
2014, by and among Sanofi, a company organized under the laws of France
("Sanofi"), sanofi-aventis US LLC, a Delaware limited liability company ("Sanofi
US"), Aventisub LLC, a Delaware limited liability company (formerly Aventis
Pharmaceuticals Inc., a Delaware corporation) ("Aventis"), sanofi-aventis
Amérique du Nord, a société en nom collectif organized under the laws of France
(the "Investor", which was merged with Sanofi on October 30, 2018, and, together
with Sanofi, Sanofi US and Aventis, the "Purchaser Parties"), and Regeneron
Pharmaceuticals, Inc., a New York corporation ("Regeneron"), as amended pursuant
to that certain letter agreement, dated as of January 7, 2018, by and among
Regeneron and the affiliates of the Purchaser Parties party thereto (the "2018
Letter Agreement"). Capitalized terms that are used but not defined herein have
the meanings given to such terms in the Investor Agreement.
The purpose of this Letter Agreement is to provide for certain matters in
connection with (i) the underwritten offering by Sanofi and Aventis of shares
(the "Offering Shares") of common stock, par value $0.001 per share, of
Regeneron ("Common Stock") pursuant to Regeneron's Registration Statement on
Form S-3 (Registration No. 333-228352), with a base public offering size equal
to all shares of Common Stock held by Sanofi and its Affiliates as of the date
hereof (other than the Repurchase Shares (as defined below), any shares of
Common Stock subject to the underwriter overallotment option to purchase
additional Offering Shares and 400,000 shares of Common Stock that Sanofi
intends to retain) (such offering, the "Offering") and (ii) the repurchase (the
"Repurchase" and, together with the Offering, the "Transaction") by Regeneron of
approximately $5 billion of Common Stock from Sanofi at the price at which the
Offering Shares are sold to the public in the Offering, less the underwriting
discount (the "Repurchase Shares") pursuant to the Stock Repurchase Agreement,
dated as of the date hereof, by and between Sanofi, Aventis and Regeneron.
Sanofi Page 2 of 4 May 25, 2020
Pursuant to Sections 9.2 and 9.5 of the Investor Agreement, the parties to this
Letter Agreement agree as follows:
(1)Termination of Registration Rights (Section 2 of the Investor Agreement).
Effective as of and conditioned upon the closing of the Offering (without regard
to any underwriter overallotment option to purchase additional Offering Shares)
and the Repurchase (the "Closing"), Section 2 of the Investor Agreement
(comprising Sections 2.1 through 2.12 of the Investor Agreement) is hereby
terminated and has no further force and effect.
(2)Termination of Board Designation Right (Section 3.1 of the Investor
Agreement). Effective as of and conditioned upon the Closing, Section 3.1 of the
Investor Agreement is hereby terminated and