SEC Comment Letter 0000000000-24-008276 to REGENERON PHARMACEUTICALS, INC. (REGN)
REGENERON PHARMACEUTICALS, INC.
Date: July 22, 2024 · CIK: 0000872589 · Accession: 0000000000-24-008276
AI Filing Summary & Sentiment
File numbers found in text: 000-19034
Letter
July 22, 2024 Christopher Fenimore Chief Financial 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, 2023 Filed February 5, 2024 File No. 000-19034 Dear Christopher Fenimore: We have reviewed your May 20, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our May 8, 2024 letter. Form 10-K for the fiscal year ended December 31, 2023 Item 1. Business Products, page 3 1.We note your response to prior comment one and your intended disclosure revisions. As your disclosure of net product sales of Regeneron-discovered products appears to constitute a metric, the disclosure requirements set forth in Staff Release No. 33-10751 are applicable. Accordingly, please revise your future filings to include the information provided in your response that describes how management uses these operating metrics in managing or monitoring the performance of your business, and why these metrics provide useful information to investors.
July 22, 2024 Page 2 Notes to the Consolidated Financial Statements 3. Collaborations, License and Other Agreements Sanofi, page F-17 2.We note your response to prior comment two. In order to illustrate the mechanics of your contingent reimbursement obligation and the amounts reported in your Statement of Operations, please provide us with the following: •Provide us with the calculation of your contingent reimbursement obligation as of December 31, 2023 based on the cumulative development costs incurred prior to July 1, 2022 and the contractually specified reimbursement percentages, as well as a rollforward of your obligation for each period presented; •Provide us with the calculation of "Regeneron's obligation for its share of Sanofi R&D expenses, net of reimbursement of R&D expenses" for each period presented; and •Quantify for us the estimated net present value differential of the 10% repayment rate versus the 20% repayment rate which was deemed to be contingent consideration attributable to your acquisition of the Libtayo rights and the amount recorded as an increase to the Libtayo intangible asset for each period presented. Please contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Life Sciences
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July 22, 2024
Christopher Fenimore
Chief Financial 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, 2023
Filed February 5, 2024
File No. 000-19034
Dear Christopher Fenimore:
We have reviewed your May 20, 2024 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our May 8, 2024 letter.
Form 10-K for the fiscal year ended December 31, 2023
Item 1. Business
Products, page 3
1.We note your response to prior comment one and your intended disclosure revisions. As
your disclosure of net product sales of Regeneron-discovered products appears to
constitute a metric, the disclosure requirements set forth in Staff Release No. 33-10751
are applicable. Accordingly, please revise your future filings to include the information
provided in your response that describes how management uses these operating metrics in
managing or monitoring the performance of your business, and why these metrics provide
useful information to investors.
July 22, 2024
Page 2
Notes to the Consolidated Financial Statements
3. Collaborations, License and Other Agreements
Sanofi, page F-17
2.We note your response to prior comment two. In order to illustrate the mechanics of your
contingent reimbursement obligation and the amounts reported in your Statement of
Operations, please provide us with the following:
•Provide us with the calculation of your contingent reimbursement obligation as of
December 31, 2023 based on the cumulative development costs incurred prior to July
1, 2022 and the contractually specified reimbursement percentages, as well as a
rollforward of your obligation for each period presented;
•Provide us with the calculation of "Regeneron's obligation for its share of Sanofi
R&D expenses, net of reimbursement of R&D expenses" for each period presented;
and
•Quantify for us the estimated net present value differential of the 10% repayment rate
versus the 20% repayment rate which was deemed to be contingent consideration
attributable to your acquisition of the Libtayo rights and the amount recorded as an
increase to the Libtayo intangible asset for each period presented.
Please contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences