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Biotech / Medical : Regeneron Pharmaceuticals -- Ignore unavailable to you. Want to Upgrade?

To: Miljenko Zuanic who wrote (451)	8/3/2000 4:30:33 PM
From: scaram(o)uche	Read Replies (1) \| Respond to of 3559

filed today..... Pursuant to a memorandum of understanding between the Reporting Person and the Company entered into on August 3, 2000 (the "MOU"), the parties agreed to restructure the scope and terms of the collaboration agreement between the parties for a five year period commencing January 1, 2001. As part of the MOU, the Warrants were amended to permit the cashless exercise thereof - that is, the Reporting Person, in lieu of exercising the Warrants for cash, would instead be permitted to tender shares of Common Stock for the exercise price of the Warrants and surrender the Warrants with no cash payment and receive in exchange shares of Common Stock equal in current market value to the excess of the current market value of the shares of Common Stock covered by the Warrants over the exercise price of the Warrants. The current market value is the average trading price of the Company's Common Stock over the 30 trading days commencing 33 trading days preceding the date of exercise. On August 3, 2000, following the amendment to the Warrant Agreement as described above, the Reporting Person exercised all of the Warrants pursuant to the cashless exercise provisions and received in exchange therefor 938,875 shares of Common Stock, based on the current market value of $28.00 per share. Also, as part of the MOU, the Reporting Person agreed not to sell any shares of Common Stock of the Company until the earliest of (i) December 31, 2000; (ii) the date on which the Company enters into an agreement with a third party or parties in which the Company receives at least $50 million in committed capital to the Company; and (iii) a public offering of Common Stock of the Company. After the expiration of this restriction, the Reporting Person may sell some or all of its share of Common Stock at any time. Any decision by the Reporting Person as to the sale of such shares after the expiration of this restriction will depend on prevailing market conditions, the Reporting Person's view of the prospects of the Company and other factors. Total interest was 19.7%.