EXHIBIT 10.30
REGISTRATION RIGHTS AGREEMENT
between
REGENERON PHARMACEUTICALS, INC.
and PROCTER & XXXXXX PHARMACEUTICALS, INC.
December 11, 1996
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of December 11, 1996,
between Regeneron Pharmaceuticals, Inc., a New York corporation (the "Company"),
and Procter & Xxxxxx Pharmaceuticals, Inc., an Ohio corporation (the
"Purchaser").
1. Introduction. The Company is a party to a Stock Purchase
Agreement (the Stock Purchase Agreement), dated December 11, 1996, with the
Purchaser and pursuant to which the Company has agreed, among other things, to
issue shares of its common stock, par value .001 per share (the Common Stock),
to the Purchaser. This Agreement shall become effective upon the issuance of
such securities to the Purchaser at Closing II pursuant to the Stock Purchase
Agreement. Certain capitalized terms used in this Agreement are defined below;
references to sections shall be to sections of this Agreement. Terms not
otherwise defined herein shall have the meanings assigned to them in the Stock
Purchase Agreement.
1.1 Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:
1.2 "Affiliate" means any corporation, company, partnership,
joint venture, or other entity which controls, is controlled by, or is under
common control with Purchaser. For purposes of this definition control shall
mean the direct or indirect ownership of at least fifty (50%) percent or, if
less than fifty (50%) percent, the maximum percentage as allowed by applicable
law of (a) the shares of capital stock entitled to vote for the election of
directors, or (b) ownership interest.
"Collaboration Agreement" means that certain Collaboration
Agreement, dated December 11, 1996 between Regeneron Pharmaceuticals, Inc. and
Procter & Xxxxxx Pharmaceuticals, Inc..
"Commission" means the Securities and Exchange Commission, or
any other Federal agency at the time administering the Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor Federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.
"Registration Statement" means a registration statement filed
by the Company with the Commission for a public offering and sale of securities
of the Company (other than a registration statement on Form S-8 or Form S-4, or
their successor forms, or any other form for a limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).
"Registration Expenses means the expenses described in
subsection 2.3.
"Registrable Shares" means (i) the shares of Common Stock
acquired by the Purchaser pursuant to the Stock Purchase Agreement (ii) any
other shares of Common Stock of the Company issued in respect of such shares
(because of stock splits, stock dividends, reclassifications, recapitalization,
or similar event); provided, however, that shares of Common Stock which are
Registrable Shares shall cease to be Registrable Shares upon any sale of such
shares pursuant to a Registration Statement, Section 4(1) of the Securities Act,
or Rule 144 under the Securities Act, or any sale in any manner to a person or
entity which is not entitled to the rights provided by this Agreement.
"Securities Act" means the Securities Act of 1933, as amended,
and any successor Federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.
1.3 Sale or Transfer of Company's Common Stock; Legend.
(a) The Registrable Shares shall not be sold or
transferred unless either (i) they first shall have been registered under the
Securities Act, or (ii) the Company first shall have been furnished with an
opinion of legal counsel, reasonably satisfactory to the Company, to the effect
that such sale or transfer is exempt from the registration requirements of the
Securities Act.
(b) Notwithstanding the foregoing, no registration
or opinion of counsel shall be required for a transfer made in accordance with
Rule 144 under the Securities Act.
(c) Each certificate representing the Registrable
Shares shall bear a legend substantially in the following form:
The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not be
offered, sold, or otherwise transferred, pledged, or hypothecated
unless and until such shares are registered under such Act or an
opinion of counsel reasonably satisfactory to the Company is obtained
to the effect that such registration is not required. Additionally, the
transfer of these shares is subject to the conditions specified in the
Registration Rights Agreement dated as of December , 1996, between
Regeneron Pharmaceuticals, Inc. and Procter & Xxxxxx Pharmaceuticals,
Inc., and no transfer of these shares shall be valid or effective until
such conditions have been fulfilled. Upon the fulfillment of such
conditions, Regeneron Pharmaceuticals, Inc., has agreed to deliver to
the holder hereof a new certificate for the shares
represented hereby registered in the name of the holder hereof. Copies
of such agreement may be obtained at no cost by written request made by
the holder of record of this certificate to the secretary of Regeneron
Pharmaceuticals, Inc.
The foregoing legend shall be removed from the certificates
representing any Registrable Shares, at the request of the holder thereof, at
such time as such shares become eligible for resale pursuant to Rule 144(k)
under the Securities Act or such shares become publicly tradable pursuant to an
effective Registration Statement.
2. Registration under Securities Act, etc.
2.1 Incidental Registration.
(a) Whenever the Company proposes to file a
Registration Statement after the termination or expiration of the Collaboration
Agreement, at any time and from time to time, it will, prior to such filing,
give written notice to the Purchaser of its intention to do so and, upon the
written request of the Purchaser given within ten (10) days after the Company
provides such notice (which request shall state the intended method of
disposition of such Registrable Shares), the Company shall use its best efforts
to cause all Registrable Shares which the Company has been requested by the
Purchaser to register to be registered under the Securities Act to the extent
necessary to permit their sale or other disposition in accordance with the
intended methods of distribution specified in the request of the Purchaser;
provided that the Company shall have the right to postpone or withdraw any
registration affected pursuant of this subsection 2.1 without obligation to the
Purchaser.
(b) In connection with any offering under this
subsection 2.1 involving an underwriting, the Company shall not be required to
include any Registrable Shares in such underwriting unless the Purchaser accepts
the terms of the underwriting as agreed upon between the Company and the
underwriters, and then only in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by the Company. If in the
opinion of the managing underwriters the registration of all, or part of, the
Registrable Shares which the Purchaser has requested to be included would
materially and adversely affect such public offering then the Company shall be
required to include in the underwriting only that number of Registrable Shares,
if any, which the managing underwriter believes may be sold without causing such
adverse effect. Except as set forth in subsection 2.3, the Company will bear all
Registration Expenses in connection with the Purchaser's registration under this
subsection 2.1.
(c) The Company may refuse to register shares
eligible for sale under Rule 144(k), unless good cause for inclusion for such
Registrable Shares can be shown; provided good cause will be deemed to be shown
if not all the shares requested by the Purchaser to be registered could
immediately be sold under Rule 144(k) at a price substantially equivalent to the
prevailing market price.
2.2 Registration Procedures. If and whenever the Company is
required by the provisions of this Agreement to use its best efforts to effect
the registration of any of the Registrable Shares under the Securities Act, the
Company shall:
(a) file with the Commission a Registration
Statement with respect to such Registrable Shares and use reasonable efforts to
cause the Registration Statement to become and remain effective;
(b) prepare and file with the Commission any
amendments and supplements to the Registration Statement and the prospectus
included in the Registration Statement as may be necessary to comply with the
provisions of the Securities Act and keep the Registration Statement effective
for a period of not less than one hundred twenty (120) days from the effective
date;
(c) furnish to the Purchaser such reasonable numbers
of copies of the prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as the
Purchaser may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Shares owned by the Purchaser.
If the Company has delivered preliminary or final
prospectuses to the Purchaser and after having done so the prospectus is
amended to comply with the requirements of the Securities Act, the Company
shall promptly notify the Purchaser and, if requested, the Purchaser shall
immediately cease making offers of Registrable Shares and return all
prospectuses to the Company. The Company shall promptly provide the Purchaser
with revised prospectuses and, following receipt of the revised prospectuses,
the Purchaser shall be free to resume making offers of the Registrable Shares;
(d) use its best efforts to register or qualify the
Registrable Shares covered by the Registration Statement under securities or
Blue Sky laws of such states as the Purchaser shall reasonably request, and do
any and all other acts and things that may be necessary or desirable to enable
the Purchaser to consummate the public sale or other disposition in such states
of the Registrable Shares owned by the Purchaser; provided, however, that the
Company shall not be required in connection with this paragraph (d) to qualify
as a foreign corporation or execute a general consent to service of process in
any jurisdiction, nor
shall it be required to comply with any Blue Sky or other laws, rules or
regulations of any jurisdiction for which compliance or other requirements are,
in the reasonable judgment of the Company, unduly burdensome or would require
any material adjustments in any terms of the offering or in the offering
documents; and
(e) In the event of an underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering. The
Purchaser shall also enter into and perform its obligations under such
agreement.
2.3 Allocation of Expenses. The Company will indemnify and
hold the Purchaser harmless for the payment of all Registration Expenses of all
registrations under this Agreement, except as set forth in this Agreement. The
term Registration Expenses shall mean all expenses incurred by the Company in
complying with this Section 2, including, without limitation, all registration
and filing fees, exchange listing fees, printing expenses, fee; and
disbursements of counsel for the Company and the Purchaser, state Blue Sky fees
and expenses (except that: the Purchaser shall not cause or request the filing
for Blue Sky approval in any state reasonably refused by the Company), and the
expenses of any special audits incident to or required by any such registration,
but excluding underwriting discounts and selling commissions.
2.4 Indemnification. In the event of any registration of any
of the Registrable Shares under the Securities Act pursuant to this Agreement,
the Company will indemnify and hold harmless the Purchaser, and each of its
officers and directors, and each other person, if any, who controls the
Purchaser, within the meaning of the Securities Act or the Exchange Act against
any losses, claims, damages or liabilities, joint or several, to which the
Purchaser or controlling person may become subject under the Securities Act, the
Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arise out of or are
based upon the omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or
arise out of or are based upon any violation by the Company of the Securities
Act in connection with such registration; and the Company will reimburse the
Purchaser, officer, director, and each such controlling person for any legal or
any other expenses reasonably incurred by the Purchaser, officer, director, or
controlling person in connection with the investigating or defending of any such
loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any untrue statement or omission made in such
Registration Statement, preliminary prospectus or prospectus, or any such
amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by or on behalf of the Purchaser, officer,
director, underwriter, or controlling person specifically for use in the
preparation thereof.
In the event of any registration of any of the Registrable
Shares under the Securities Act pursuant to this Agreement, the Purchaser will
indemnify and hold harmless the Company, each of its directors and officers and
each underwriter (if any) and each person, if any, who controls the Company or
any such underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities, joint or several, to
which the Company, such directors and officers, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Shares were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or arise out of or are based
upon any omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, if
the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company, by or on behalf of the
Purchaser, specifically for use in connection with the preparation of such
Registration Statement, prospectus, amendment, or supplement; provided, however,
that the obligations of the Purchaser hereunder shall be limited to an amount
equal to the proceeds of the Registrable Shares sold as contemplated herein;
provided, further, that, with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus, the
indemnity agreement contained in this subsection 2.4 shall not apply to the
extent that any loss, claim, damage or liability results from the fact that a
current copy of the prospectus was not sent or given to the person asserting any
such loss, claim, damage, or liability at or prior to the written confirmation
of the sale of the Registrable Shares confirmed to such person if it is
determined that it was the responsibility of the Company, any of its directors,
officers or agents to provide such person with a current copy of the prospectus
and such current copy of the prospectus would have cured the defect giving rise
to such loss, claim, damage or liability.
Each party entitled to indemnification under this subsection
2.4 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual knowledge of any claim
as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom;
provided, that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not be unreasonably withheld); and, provided, further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this subsection 2.4. The
Indemnified Party may participate in such defense at such party's expense
provided, however, that the Indemnifying Party shall pay such expense if
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between the Indemnified Party and any other party represented by such
counsel in such proceeding. No Indemnifying Party, in the defense of any such
claim or litigation, shall except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect of such
claim or litigation, and no Indemnified Party shall consent to entry of any
judgment or settle such claim or litigation without the prior written consent of
the Indemnifying Party.
If the indemnification provided for in this subsection 2.4 is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party, then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party thereunder, hereby agrees to contribute to the amount paid or payable by
such Indemnified Party in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and of the Indemnified
Party on the other. Notwithstanding the foregoing, the amount the Purchaser
shall be obliged to contribute pursuant to this paragraph of subsection 2.4
shall be limited to an amount equal to the public offering sale price of the
shares sold by the Purchaser.
2.5 Information by Holder. The Purchaser shall furnish to the
Company such information regarding the Purchaser and the distribution proposed
by the Purchaser as the Company may request in writing and as shall be required
in connection with any registration, qualification or compliance referred to in
this Section 2.
2.6 "Stand-off" Agreement. The Purchaser, if requested by the
Company and an underwriter of Common Stock or other securities of the Company,
shall agree not to sell or otherwise transfer or dispose of any Registrable
Shares or other securities of the Company held by the Purchaser for a specified
period of time (not to exceed one hundred and eighty (180) days) following the
effective date of the Registration Statement; provided, that
all officers and directors of the Company enter into similar agreements. Such
agreement shall be in writing in a form satisfactory to the Company and such
underwriter. The Company may impose stop transfer instructions with respect to
the Registrable Shares or other securities subject to the foregoing restrictions
until the end of the stand-off period.
2.7 Rule 144 Requirements. The Company agrees to use
reasonable efforts to:
(a) make and keep public information available, as
those terms are understood and defined in Rule 144 under the Securities Act;
(b) file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act
and the Exchange Act; and
(c) furnish to the Purchaser upon request a copy of
the most recent annual or quarterly report of the Company, and such other
reports and documents of the Company as the Purchaser may reasonably request to
avail itself of any similar rule or regulation of the Commission allowing it to
sell all or any portion of the Registrable Shares without registration.
3. Standstill Agreement.
3.1 Except as hereinafter set forth in subsection 3.2, the
Purchaser agrees, for itself and its Affiliates, whether now or hereafter
created or acquired, and any of the Purchaser's pension plans or employee
benefit plan programs sponsored by the Purchaser for which the Purchaser
controls its investment decisions, that it will not, until the earlier of (x)
the termination of the Collaboration Agreement or (y) five (5) years from the
date of this Agreement, without the prior written consent of the Company;
(i) directly or indirectly acquire or own
beneficially and/or of record more than twenty (20%) percent of the Then
Outstanding Capital Stock of the Company (as hereinafter defined). For purposes
of this Section 3, the Then Outstanding Capital Stock of the Company shall be
deemed to be all of the then issued and outstanding shares of the Common Stock
and all shares of Common Stock into which the then outstanding shares of
preferred stock and any other convertible securities or any options or warrants
issued by the Company are convertible or exercisable, as well as all capital
stock issued as a result of any stock split, stock dividend, or
reclassifications of Common Stock distributable, on a pro rata basis, to all
holders of Common Stock or securities convertible into Capital Stock;
(ii) directly or indirectly, solicit proxies or
consents or become a participant in a solicitation (as such terms
are defined in Regulation 14A under the Exchange Act) in opposition to the
recommendation of the majority of the Board of Directors of the Company with
respect to any matter, or seek to advise or influence any person, with respect
to the voting of any securities of the Company or any of its subsidiaries;
(iii) propose or induce any other person to
propose, directly or indirectly, (x) any merger or business combination
involving the Company or any of its subsidiaries, (y) the purchase or sale of
any assets of the Company or any of its subsidiaries or (z) the purchase of any
of the voting securities of the Company, by tender offer or otherwise (except
pursuant to the exercise of rights, warrants, options, or similar securities
distributed by the Company to holders of voting securities generally);
(iv) deposit any voting securities in a voting trust
or subject any voting securities to any arrangement or agreement with respect to
the voting of voting securities; or
(v) advise, assist, or encourage any other person in
connection with any of the foregoing.
3.2 The Purchaser will be relieved of the restrictions set
forth in subsection 3.1 of this Agreement only under the following circumstances
and for the specific transactions as set forth herein below:
(i) if a third party, not an Affiliate of the
Purchaser, directly or indirectly makes a bona fide tender offer or other bona
fide offer for more than twenty (20%) percent but not more than fifty (50%)
percent of the Company's Then Outstanding Capital Stock, and said third party
has, in the reasonable opinion of the Purchaser, the financial resources,
ability and intention to carry out such offer, the Purchaser shall not be
prohibited from purchasing or conducting a tender offer for an amount of shares
equal to the amount of shares sought out be acquired by the third party during
the period of its tender offer;
(ii) if a third party, not an Affiliate of the
Purchaser, directly or indirectly makes a bona fide tender offer or other bona
fide offer for more than fifty (50%) percent of the Company's Then Outstanding
Capital Stock and said third party has, in the reasonable opinion of the
Purchaser, the financial resources, ability and intention to carry out such
offer, the Purchaser shall not be prohibited from purchasing or conducting a
tender offer for all or less than all of the Then Outstanding Capital Stock it
does not already own during the period of the third party's tender offer; or
(iii) in the event the Company hereafter issues to a
third party more than seven (7%) percent of its Then Outstanding Capital Stock
pursuant to a negotiated written transaction without requiring such third party
to enter into a standstill agreement
with provisions substantially as restrictive as those set forth in this Section
3, then Purchaser shall be relieved from its obligations hereunder.
3.3 At the time that the Board of Directors of the Company
makes a decision to put the Company up for sale and to entertain bids in
connection with such sale, the Company shall promptly notify the Purchaser of
such decision and in the event that the Company is entertaining a merger
proposal or acquisition proposal which would result in the Company being merged
with and into or acquired by another corporation and such negotiations have
reached a state of finality that the Company believes a public announcement is
warranted, the Company shall forthwith notify the Purchaser of the material
terms of such proposed merger or acquisition which have been agreed upon.
Purchaser's rights under this subsection shall be limited solely to
notification. The Company's obligations under this Section 3 including without
limitation this subsection 3.3 shall terminate upon the termination of the
Collaboration Agreement.
3.4 The parties hereto acknowledge and agree that the Company
would be irreparably damaged in the event that any of the provisions of this
Section 3 are not performed in accordance with their specific terms or are
otherwise breached and that monetary damages are not an adequate remedy for said
breach. It is, accordingly, agreed that the Company shall be entitled to
injunctive relief to prevent breaches of this Section 3 by Purchaser and/or its
Affiliates, and to specifically enforce this Section 3 and the terms and
provisions thereof, in addition to any other remedy to which such aggrieved
party may be entitled, at law or in equity. The Company may enter a stop
transfer order with respect to the transfer of voting securities except in
compliance with the termination of this Agreement.
3.5 The Company shall give Purchaser prompt notice of the
receipt by the Company of any Schedule 13-D filing from any person or Group
(within the meaning of the Exchange Act) couched in such terms as to put the
Company reasonably on notice of the likelihood that such person or Group has
acquired or is proposing to acquire any shares of Common Stock which results in,
or, if successful, would result in, such person or Group owning or having the
right to acquire more than twenty percent (20%) of the Company's Then
Outstanding Capital Stock.
3.6 If Purchaser desires at some date to account for its
investment in the Company pursuant to the equity method, the Company shall
promptly furnish the Purchaser, at Purchaser's sole expense, which estimated
expense shall be prepaid by Purchaser if so requested by the Company, all
information that is required by generally accepted accounting principles to
enable Purchaser to so account. To the extent reasonably available to the
Company and to the extent reasonably requested by Purchaser, the Company shall
provide information (and shall cause its employees, independent public
accountants, and other representatives to do the same), to
the extent reasonably available regarding the Company's to, and otherwise
cooperate with, Purchaser so as to enable Purchaser to prepare financial
statements in accordance with accounting principles generally accepted in the
United States and to comply with its reporting requirements and other disclosure
obligations under applicable United States securities laws and regulations (the
"Regulations"). Purchaser agrees to hold all such information in at least the
same degree of confidence as it would hold similar information regarding its
operations and condition, and to disclose it only to the extent required by the
Regulations, provided that there shall be no restriction on Purchaser's right to
disclose its own financial statements, whether or not reflecting or including
such information.
3.7 All purchases of securities of the Company by Purchaser
shall be made in compliance with applicable laws and regulations.
4. Amendments and Waivers. This Agreement may be amended, modified,
supplemented or waived only with the written consent of the parties hereto.
5. Notices. Except as otherwise provided in this Agreement, all
notices, requests and other communications to any Person provided for hereunder
shall be in writing and shall be given to (a) in the case of the Company, at 000
Xxx Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, attention: President, with a
copy to the attention of General Counsel and Corporate Secretary or (b) in the
case of the Purchaser, at Xxx Xxxxxxx & Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000,
attention: President, with a copy to the attention of General Counsel. Each such
notice, request or other communication shall be effective (i) if given by mail,
72 hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid or (ii) if given by any other means
(including, without limitation, by air courier), when delivered at the address
specified above.
6. Successors and Assigns. The provisions of this Agreement, including
the rights and obligations hereunder, shall be binding upon, and inure to the
benefit of, the respective successors and assigns of the Purchaser (the
Transferees) and of the Company, provided that such Transferees shall be an
Affiliate of the Purchaser, and such Transferees shall become the Purchaser for
the all purposes of this Agreement.
7. Transfer of Certain Rights.
(a) The rights and obligations of the Purchaser
under this Agreement may be transferred by the Purchaser to any Affiliate of
the Purchaser. The Company shall be given written notice by the Purchaser at the
time of such transfer stating the name and address of the Transferee and
identifying the securities with respect to which such rights are assigned.
(b) Any Transferee to whom rights are transferred
shall, as a condition to such transfer, deliver to the Company a written
instrument pursuant to which the Transferee agrees to be bound by the
obligations imposed upon the Purchaser hereunder to the same extent as if such
Transferee were the Purchaser hereunder.
8. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.
9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPLES OF
CONFLICTS OF LAWS.
10. Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.
11. Entire Agreement. This Agreement embodies the entire agreement
and understanding between the Company and the Purchaser relating to the subject
matter hereof and supersedes all prior agreements and understandings relating to
such subject matter.
12. Severability. If any provision of this Agreement, or the
application of such provisions to any Person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to Persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
REGENERON PHARMACEUTICALS, INC.
By __________________________________
PROCTER & XXXXXX PHARMACEUTICALS, INC.
By __________________________________