EXHIBIT 7.7
AMENDMENT NO. 1
TO
WARRANT AGREEMENT
This AMENDMENT NO. 1 TO WARRANT AGREEMENT (this "Amendment") is dated
as of March 2, 2000, and entered into by and between AMGEN INC., a Delaware
corporation ("Amgen"), and REGENERON PHARMACEUTICALS, INC., a New York
corporation (the "Company").
R E C I T A L S
WHEREAS, on April 15, 1996, the Company and Amgen entered into the
Warrant Agreement (the "Warrant Agreement"); and
WHEREAS, pursuant to Section 14 of the Warrant Agreement, the Company
and Amgen now desire to amend the Warrant Agreement as hereinafter provided.
A M E N D M E N T
NOW, THEREFORE, the parties agree as follows:
1. All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings assigned thereto in the Warrant Agreement.
2. Section 5 is hereby amended by (a) inserting "(the "Exercise Period")"
after the date "April 15, 2001" in the first sentence of the first paragraph
thereof; (b) inserting ", or (iii) in the manner provided in the first paragraph
of this Section 5" at the end of the last sentence of the second paragraph
thereof and (c) inserting the following sentences after the first sentence of
the first paragraph thereof:
"In the alternative, each holder may exercise its right, during the
Exercise Period, to receive Warrant Shares either (i) on a net basis, such that,
without the exchange of any funds, the holder receives that number of Warrant
Shares otherwise issuable (or payable) upon exercise of its Warrants less that
number of Warrant Shares having an aggregate fair market value (as defined
below) at the time of exercise equal to the aggregate Exercise Price that would
otherwise have been paid by the holder of the Warrant Shares or (ii) by delivery
to the Company of shares of Common Stock having an aggregate fair market value
at the time of exercise equal to the Exercise Price of the Warrants being
exercised. For purposes of the foregoing sentence, "fair market value" of the
Warrant Shares or the Common Stock will be equal to the last reported sale price
of the Common Stock on the NASDAQ National Market System on the date of any such
exercise."
3. The Warrant Certificate dated as of April 15, 1996 (the "Warrant
Certificate") and the Form of Election to Purchase shall hereby be deemed
amended to the extent inconsistent with this Amendment.
4. This Amendment shall be effective as of the date hereof.
5. Except as modified by the foregoing, the terms and conditions of the
Warrant Agreement and the Warrant Certificate shall remain in full force and
effect.
6. This Amendment may be executed in any number of counterparts with the
same effect as if all parties hereto had signed the same document. All
counterparts shall be construed together and shall constitute one instrument.
7. THIS AMENDMENT, AND THE APPLICATION OR INTERPRETATION HEREOF, SHALL BE
GOVERNED EXCLUSIVELY BY ITS TERMS AND BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW.
(Signature Page Follows)
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
REGENERON PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
AMGEN INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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