REGENERON PHARMACEUTICALS, INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Issuer Purchases of Equity Securities The table below reflects shares of Common Stock purchased directly from Sanofi, Common Stock withheld by us for employees to satisfy their tax withholding obligations arising upon the vesting of restricted equity awards granted under one of our long-term incentive plans, and Common Stock we elected to purchase from Sanofi pursuant to the terms of the Letter Agreement relating to Sanofi's funding obligation in connection with (i) Libtayo development costs incurred under the IO License and Collaboration Agreement and (ii) certain activities relating to dupilumab and REGN3500 incurred under the LCA, during the three months ended June 30, 2020. Refer to Part I, Item 2. "Liquidity and Capital Resources" for further information. 80 Table of Contents Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) 4/1/2020–4/30/2020 1,122 $ 510.37 — 473,117,435 5/1/2020–5/31/2020 9,806,805 $ 509.85 — 473,117,435 6/1/2020–6/30/2020 120,234 $ 597.48 — 473,117,435 Total 9,928,161 — (1) Relates to our share repurchase program. Refer to Part I, Item 2. "Liquidity and Capital Resources - Share Repurchase Program" for further details. ITEM 6. EXHIBITS (a) Exhibits Exhibit Number Description 10.1 + Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan. (Incorporated by reference from the Registration Statement on Form S-8 for the Registrant, filed June 16, 2020.) 10.2 Credit Agreement, dated as of May 25, 2020, by and among the Registrant, as borrower; Goldman Sachs Bank USA, as administrative agent, sole bookrunner, sole lead arranger, and a lender; and the other lenders party thereto from time to time. (Incorporated by reference from the Form 8-K for the Registrant, filed May 29, 2020.) 10.2.1 Amendment No. 1 to Credit Agreement, dated as of June 11, 2020, by and between the Registrant, as borrower, and Goldman Sachs Bank USA, as administrative agent . 10.3 * Third Amendment to Amended and Restated License and Collaboration Agreement, dated as of April 5, 2020, and effective as of April 1, 2020, by and between the Registrant, Sanofi Biotechnology SAS, and Sanofi. 10.4 * Praluent Cross License & Commercialization Agreement, dated as of April 5, 2020, and effective as of April 1, 2020, by and between the Registrant and Sanofi Biotechnology SAS. 10.5 Stock Repurchase Agreement, dated as of May 25, 2020, by and between the Registrant and Sanofi. (Incorporated by reference from the Form 8-K for the Registrant, filed May 29, 2020.) 10.6 Amendment to the Amended and Restated Investor Agreement, dated as of May 25, 2020, by and among the Registrant, Sanofi, Sanofi-Aventis US LLC, and Aventisub LLC. (Incorporated by reference from the Form 8-K for the Registrant, filed May 29, 2020.) 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 32 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350. 101 Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language ("Inline XBRL"): (i) the Registrant's Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019; (ii) the Registrant's Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2020 and 2019; (iii) the Registrant's Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2020 and 2019; (iv) the Registrant's Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019; and (v) the notes to the Registrant's Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + Indicates a management contract or compensatory plan or arrangement. * Certain confidential portions of this exhibit were omitted in accordance with Item 601(b)(10) of Regulation S-K. 81 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. REGENERON PHARMACEUTICALS, INC. Date: August 5, 2020 By: /s/ Robert E. Landry Robert E. Landry Executive Vice President, Finance and Chief Financial Officer (Duly Authorized Officer) 82