First Amendment to the Investor Agreement dated as of December 20, 2007
Exhibit 10.17.1
First Amendment to the Investor
Agreement
dated as of December 20, 2007
dated as of December 20, 2007
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 000, xxxxxx xx
Xxxxxx, 00000 Xxxxx, Xxxxxx, sanofi-aventis US LLC (“Sanofi US”), a Delaware limited
liability company with its headquarters at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxx
Xxxxxx 00000, Aventis Pharmaceuticals Inc. (“Aventis”), a Delaware corporation with
its headquarters at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000,
sanofi-aventis Amérique du Nord (the “Investor”), a société en nom collectif organized under the
laws of France, with its principal headquarters at 000, xxxxxx xx Xxxxxx, 00000
Xxxxx, Xxxxxx, and Regeneron Pharmaceuticals, Inc. (the “Company”), a New York corporation with
its principal place of business at 000 Xxx Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxx, Xxx
Xxxx 00000.
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/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: VP, Legal Operations | ||
By: | /s/ Xxxxxxxxx Xxxx | |
Name: Xxxxxxxxx Xxxx | ||
Title: VP, R&D Finance | ||
SANOFI-AVENTIS US LLC | ||
By: | /s/ Xxxx X. Xxxxxxxx | |
Name: Xxxx X. Xxxxxxxx | ||
Title: VP & General Counsel, US Legal | ||
By: | /s/ Xxxxxxxxx Xxxx | |
Name: Xxxxxxxxx Xxxx | ||
Title: VP, R&D Finance | ||
AVENTIS PHARMACEUTICALS INC. | ||
By: | /s/ Xxxx X. Xxxxxxxx | |
Name: Xxxx X. Xxxxxxxx | ||
Title: VP & General Counsel, US Legal | ||
By: | /s/ Xxxxxxxxx Xxxx | |
Name: Xxxxxxxxx Xxxx | ||
Title: VP, R&D Finance |
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Exhibit 10.17.1
SANOFI-AVENTIS AMÉRIQUE DU NORD | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: VP, Legal Operations | ||
By: | /s/ Xxxxxxxxx Xxxx | |
Name: Xxxxxxxxx Xxxx | ||
Title: VP, R&D Finance | ||
REGENERON PHARMACEUTICALS, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxxx | |
Name: Xxxxxx X. Xxxxxxxx | ||
Title: Senior Vice President, Finance & | ||
Administration and Chief Financial Officer |
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