First Amendment to the InvestorAgreement dated as of December 20, 2007

Exhibit 10.17.1  

 

 

     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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