EXHIBIT 7.6
XXX XXXXXXXXX
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Xxxxx 0, 0000
Xxxxx Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000-0000
Attn: General Counsel
Telecopy No. : (000) 000-0000
Ladies and Gentlemen:
In accordance with the Class D Convertible Preferred Stock Purchase
Agreement dated as of August 31, 1990 (the "Stock Purchase Agreement") by and
between Regeneron Pharmaceuticals, Inc. (the "Company"), and Amgen Inc.
("Amgen") and the Registration Rights Agreement dated as of April 15, 1996 (the
"Registration Rights Agreement" and, together with the Stock Purchase Agreement,
the "Agreements") by and between the Company and Amgen, we hereby notify you
that the Company intends to file a Registration Statement (the "Registration
Statement") for the offering (the "Offering") and sale of the shares of common
stock of the Company (the "Common Stock").
The parties hereto have agreed as follows:
1. As of the date hereof, Amgen shall fully exercise its rights
under the Warrant Agreement between the Company and Amgen, dated as of April 15,
1996, as amended by Amendment No. 1 to Warrant Agreement, dated as of the date
hereof, in accordance with Schedule I hereto.
2. Upon execution of a definitive underwriting agreement
between the Company and the underwriters with respect to the Offering, Amgen
shall grant to the underwriters of the Offering an option to purchase from Amgen
shares of the Company's Common Stock to cover the full amount of the
underwriters' over-allotment option. No such over-allotment option will be
granted by the Company. Both parties agree to comply with all of the provisions
of the Agreements with respect to the registration and sale of such shares of
Common Stock, subject to Section 4(c) below, as though the shares covered by the
underwriters' over-allotment option were registered pursuant to the piggyback
provisions of the Agreements. The Company agrees that the underwriting agreement
to be entered into by the Company and the
underwriters with respect to the Offering shall not be inconsistent with the
provisions of this letter agreement.
3. The Company agrees that other than the sale by Amgen of the
Common Stock held by it pursuant to any exercise by the underwriters of the
over-allotment option, the Offering shall consist solely of a primary offering
of shares of Common Stock by the Company and no other holder of securities of
the Company shall participate in the Offering.
4. Other than the transactions contemplated hereunder, Amgen
agrees not to sell or transfer any shares of Common Stock of the Company for a
period beginning on the date hereof until the effective date of the Registration
Statement, provided that in no event shall this period exceed ten (10) weeks
from the date hereof (the "Initial Lock-Up Period").
(a) Specifically, during the Initial Lock-Up Period, Amgen shall
not:
. offer, pledge, sell or contract to sell any Common Stock,
. sell any option or contract to purchase any Common Stock,
. purchase any option or contract to sell any Common Stock,
. grant any option, right or warrant for the sale of any Common
Stock,
. otherwise dispose of or transfer any Common Stock, or
. enter into any swap or other agreement that transfers, in
whole or in part, the economic consequence of ownership of any Common Stock
whether any such swap or transaction is to be settled by delivery of shares or
other securities, in cash or otherwise.
(b) This lock-up provision applies to Common Stock and to
securities convertible into or exchangeable or exercisable for or repayable with
Common Stock. It also applies to Common Stock owned now or acquired later by
Amgen.
(c) The Company shall comply with the provisions of Section
5(a)(ii) of the Registration Rights Agreement and Section 8.9 of the Stock
Purchase Agreement except with respect to any lock-up agreement involving
Procter and Xxxxxx. The Company and Amgen agree that for purposes of this letter
agreement only, the "Holdback Period" as defined in the Registration Rights
Agreement shall commence on the date the Company Registration Statement (as
defined in the Registration Rights Agreement) is declared effective by the
Securities and Exchange Commission and shall terminate not more than 90 days
thereafter.
5. Concurrently herewith, Amgen shall deliver notice to the
Company providing for the conversion effective as of the date hereof of all
788,766 shares of the Class A Stock, par value $.001 per share, of the Company
held by Amgen in accordance with the terms applicable thereto.
REGENERON PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
_________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
Accepted and Agreed as of
the date first written above:
AMGEN INC.
By: /s/ Xxxxxx X. Xxxxxx
_______________________
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
Schedule I
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Number of Shares Exercise Price Payment
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700,000 shares of $16.00 per share Either (i) by delivery of
Common Stock 221,958 shares of Common Stock
(valued at $50.46 per share)
or (ii) by net exercise as
contemplated by the Warrant
Agreement, as amended.
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