SecProbe.io

July 12, 2013

Via E-mail
Mr. Murray A. Goldberg
Chief Financial Officer
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, NY  10591 -6707

Re: Regeneron  Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31 , 2012
Filed February  15, 2013
File No . 000-19034

Dear M r. Goldberg :

We have limited our review  to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  In our comments , we
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe a comment appl ies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
responses to our comments.

After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.

Notes to the Consolidat ed Financial Statements

Note 12. Convertible Debt, page F -26

1. You state that the conversion price is adjustable under certain circumstances.  Please provide
us your analysis of why you do not believe the conversion option is a derivative pursuant to
ASC 81 5.  If you do not believe the conversion option is required to be recorded as a
derivative, p lease tell us what consideration was given to ASC  470-20 in recording  a
beneficial conversion feature.

2. You state that the warrants have an initial strike price of  $103.41 per share.  If the strike price
may fluctuate, please tell us under what conditions the strike price may change and why you
believe the warrants are not required to be accounted for as a derivative.  Also, please
provide us your analysis relating to the accounting treatment for the convertible note hedge
and why you do not believe it is required to be recorded as a derivative.  Tell us the terms of
the hedge, including the customary anti -dilution adjustments.   Provide us the  literature you

Mr. Murray A. Goldberg
Regeneron Pharmaceuticals, Inc.
July 1 2, 2013
Page 2

 are usin g to support recording the hedge as a reduction to additional paid -in capital.  For both
the warrant and the convertible note hedge, provide us your analysis as to why you believe
they are indexed to the company’s common stock under ASC 815 -40.  Also, refe r to ASC
815-10-15-83 in your analysis.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  include s the information the Securities Exchange Act of
1934 and all applicable Exc hange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a written 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 Com mission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Christine Allen, Staff Accountant , at (202) 551 -3652  or Mary Mast ,
Senior Staff Accountant , at (202) 551 -3613 if you have questions regarding the comment s.  In
this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

/s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant