SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   July 15, 2009 Leonard S. Schleifer, M.D., Ph.D.    Chief Executive Officer    Regeneron Pharmaceuticals, Inc. 777 Old Saw Mill River Road Tarrytown, New York 10591-6707
Re: Regeneron Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008 Filed February 26, 2009 File Number 000-19034

Dear Dr. Schleifer:
  We have reviewed your filing and have the following comments.   In our comments, we ask you to provide us with  information to better understand your
disclosure. Where it requests you to revise disclosure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it. If you do not believe that
revised disclosure is necessary, explain the r eason in your response.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 1. Business
Patents, Trademarks, and Trade Secrets, page 11

1. Please expand your intellectual property di sclosure to identify your material
patents and patent applications, disc uss the technology and product candidates
dependent on these patents and disclose th eir respective expirati on dates.   Where
you have licensed a material patent fr om another party, please identify the
licensor, describe the terms of your ag reement, and ensure that the license

Leonard S. Schleifer, M.D., Ph.D.
Regeneron Pharmaceuticals, Inc. July 15, 2009 Page 2
 agreement has been filed as an exhibit to your filing.  It may be helpful to provide
your revised disclosure in chart form.

Item 15. Exhibits and Financia l Statement Schedules, page 58

2. Please file your August 2008 agreement with  sanofi-aventis, in relation to their
use of your VelociGene platform, as an e xhibit to your filing or identify the filing
in which this agreement will be filed as an exhibit.  Please note that we will not be in a position to clear our comment until this agreement has been filed.

Definitive Proxy Statement

 Executive Compensation, page 21

Compensation Discussion and Analysis

3. Please identify the “nationally recogni zed surveys” that your Compensation
Committee uses to benchmark compensation for your NEOs.
 Cash Bonus, page 23

4. We note that your disclosure in relatio n to the cash bonus for NEOs does not
describe how the listed cor porate performance goals and individual contributions
are assessed to determine the “personal performance multiplier” and “company performance multiplier.”  Please provide us with draft disclosure for your 2009
proxy statement which pr ovides the following:
• Disclosure of specific corporate performance objectives and personal
performance objectives used to calculat e the applicable multiplier(s) for each
NEO;
• Identification of specific target figures for each objective to the extent that
multipliers are calculated based on the achievement of quantified performance targets;
• Discussion of how the level of achieveme nt in relation to the objectives is
assessed to determine the respective “personal performance multiplier” and “company performance multiplier;” and,
• Confirmation that you will discuss the le vel of achievement with respect to
these objectives in your 2009 proxy statement.

Performance Based Vesti ng Stock Options, page 25

5. We note that the vesting of your perfor mance based vesting stock options is
determined based on points earned for the achievement of “product candidate development milestones.”   Please provide  additional disclosure about how these
stock options vest under your “ point scale system.”  In particular, please provide
us with draft disclosure for your 2009 proxy statement which provides the
following:

Leonard S. Schleifer, M.D., Ph.D.
Regeneron Pharmaceuticals, Inc. July 15, 2009 Page 3
 • A discussion of how many points were  earned by NEOs based upon the
achievement of development milestones in 2008;
• A discussion of the specific points attr ibuted to each respective achievement;
and,
• The number of options that vested as a result of the points earned.

 Grants of Plan-Based Awards Table on page 29.

6. We note your statement that no non-equity incentive plan awards were granted in
2008.  However, we also note that your annual cash bonus was paid to NEOs in
the form of non-equity compensation ba sed upon the achievement of performance
objectives over a specified period of time.  As such, this compensation appears to
have been paid pursuant to a non-equity  incentive plan as defined in Item
402(a)(6)(iii) of Regulation S-K.  See also Question 119.02 of the Regulation S-K
Compliance and Disclosure Interpreta tions at the following web address:
http://www.sec.gov/divisions/corpfin/cfguida nce.shtml.  Please provide us with
your analysis for why the annual cash bonus is not non-equity incentive plan
compensation that must be reflecte d under Column (g) to your Summary
Compensation Table and in the Grants of Plan-Based Awards Table.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provide any requested inform ation.  Detailed letter s greatly facilitate
our review.  Please file y our letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Leonard S. Schleifer, M.D., Ph.D.
Regeneron Pharmaceuticals, Inc. July 15, 2009 Page 4
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Bryan Pitko at  (202) 551-3203 with any quest ions.  In this regard,
please feel free to cont act me at (202) 551-3715.

Sincerely,

  Jeffrey Riedler,  Assistant Director