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		SEC Comment Letter Response

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 Regeneron Pharmaceuticals Inc.

777 Old Saw Mill River Road

Tarrytown, NY  10591

 Phone     914 345 7400

Fax         914 347 2847

www.regeneron.com

July 26, 2013

Via EDGAR

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

 Regeneron Pharmaceuticals, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed February 15, 2013

 File No. 000-19034

Dear Mr. Rosenberg:

This letter sets forth the responses of Regeneron Pharmaceuticals, Inc. (the “Company”) to the comments of the staff of the Securities and Exchange Commission (the “Staff”) set forth in the Staff’s letter dated July 12, 2013, with respect to the above-referenced Form 10-K.  Set forth below is the heading and text of each of the comments followed by our response.

Notes to the Consolidated 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 815.  If you do not believe the conversion option is required to be recorded as a derivative, please tell us what consideration was given to ASC 470-20 in recording a beneficial conversion feature.

Response:

The Company evaluated whether the conversion option in the Company’s 1.875% Convertible Senior Notes due 2016 (the “Notes”) (a copy of the indenture governing which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 24, 2011) is an embedded derivative that should be bifurcated from the hybrid instrument (the convertible debt) pursuant to ASC 815.    The Company concluded that all the conditions in ASC 815-15-25-1 were met.  However, ASC 815-10-15-74(a) specifies that if an embedded conversion option (or other embedded derivative feature) is (i) indexed to the reporting entity’s own stock, and (ii) would be classified in shareholders’ equity if it were a freestanding derivative, then the conversion option (or other embedded feature)

would be excluded from the scope of ASC 815.  The Company concluded that the embedded conversion option is excluded from the scope of ASC 815, and thus would not be considered a derivative for purposes of applying ASC 815.  The Company’s analysis of the relevant accounting guidance is detailed below.

(i)

 Conversion option indexed to the Company’s own stock

ASC 815-40-15-7 requires that companies apply a two-step approach in evaluating whether an equity-linked financial instrument or embedded feature is indexed to its own stock.  The first step requires an evaluation of the instrument's contingent exercise provisions, if any.  As described in footnote #12 of the Company’s 2012 Form 10-K, the Notes do contain contingent exercise provisions that allow the holders the ability to exercise the instrument prior to maturity only under the following circumstances:

•

 During any calendar quarter commencing after the calendar quarter ending on December 31, 2011 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•

 During the five business day period after any ten consecutive trading day period (the “measurement period”) in which the Trading Price (as defined in the indenture governing the Notes), of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day;

•

 If the Company elects to issue to all or substantially all holders of its common stock any rights, options or warrants (other than pursuant to a rights plan) entitling them for a period of not more than 60 calendar days after the record date for such issuance, to subscribe for or purchase shares of the Company's common stock, at a price per share less than the average of the last reported sales prices of the Company's common stock for the ten consecutive day period ending on, and including, the trading day immediately preceding the declaration date for such issuance;

•

 Upon distribution to all or substantially all holders of the Company’s common stock its assets, debt securities or rights to purchase its securities (other than pursuant to a rights plan), which distribution has a per share value, as reasonably determined by the Company’s board of directors or a committee thereof, exceeding 10% of the last reported sale price of the Company’s common stock on the trading day preceding the declaration date for such distribution; or

•

 Upon the occurrence of the following specified corporate transactions: (i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Company or its subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of our common equity; (ii) consummation of any binding share exchange, exchange offer, tender offer, consolidation or merger of the Company pursuant to which all or substantially all of the Company’s common stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company, taken as a whole, to any person other than one or more of its

subsidiaries; provided, however, that any such event where the holders of more than 50% of the Company’s shares of common stock immediately prior to such event, own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving person or transferee or the parent thereof immediately after such event shall not be a fundamental change; (iii) the Company’s  shareholders approve any plan or proposal for our liquidation or dissolution; or (iv) the Company’s common stock (or other common stock into which the notes are then convertible) ceases to be listed on at least one U.S. national securities exchange; excluding, in each case, a transaction or event in which at least 90% of the consideration, excluding cash payments for fractional shares, in the transaction or event consists of shares of common stock that are traded on a U.S. national securities exchange or that will be so traded when issued or exchanged in connection with the relevant transaction or event (“publicly traded securities”) and, as a result of the transaction or event, the Notes become convertible into such publicly traded securities, excluding cash payments for fractional shares.

The holder’s ability to exercise the conversion option early is not based on either (1) an observable market other than the market for the Company’s stock, or (2) an observable index other than an index calculated or measured solely by reference to the Company’s operations.  Thus, the conversion option satisfied the first step of the “indexed to the Company’s stock” analysis.

The second step in ASC 815-40-15-7 requires an analysis of the instrument’s (or embedded feature’s) settlement provisions to determine if the instrument’s settlement amount is based solely on the entity’s stock.  Per ASC 815-40-15-7C, if the settlement amount equals the difference between the fair value of a fixed number of the entity's equity shares and a fixed monetary amount or a fixed amount of a debt instrument issued by that entity, the instrument/feature would be considered indexed to an entity's own stock.  Additionally, per ASC 815-40-15-7D, if the instrument's strike price or the number of shares used to calculate the settlement amount are not fixed, the instrument (or embedded feature) would still be considered indexed to an entity's own stock if the only variables that could affect the settlement amount would also be inputs that are typically used to determine the fair value of a "fixed-for-fixed" forward or option on equity shares. "Anti-dilution" provisions that are designed to prevent a holder's position from being diluted should not prevent an instrument (or embedded derivative feature) from being considered indexed to an entity's own stock.  There is an implicit assumption in standard pricing models for equity-linked financial instruments that events such as the occurrence of a stock split, rights offering, dividend, or a spin-off will not occur or that the strike price of the instrument will be adjusted to offset the dilution caused by such events.  Accordingly, these anti-dilution provisions typically would be adjustments to the inputs to the fair value of a "fixed-for-fixed" forward or option on equity shares.  Refer to ASC 815-40-15-7G and 815-40-55-42 to 55-43 for guidance on this issue.  As disclosed in footnote #12 of the Company’s 2012 Form 10-K, the Company’s Notes contain certain make-whole and customary anti-dilution provisions.

Conversion rate adjustments will be made in the following circumstances: (i) if the Company issues solely shares of its common stock as a dividend or distribution on all or substantially all of its shares of common stock, or if the Company effects a share split or share combination of our common stock, (ii) if the Company distributes to all or substantially all holders of its common stock any rights, options or warrants entitling them for a period of not more than 45

days from the record date for such distribution to subscribe for or purchase shares of the Company’s common stock, at a price per share less than the average of the last reported sale prices of the Company’s common stock for the 10 consecutive trading-day period ending on, and including, the trading day immediately preceding the declaration date for such distribution, (iii) if the Company distributes shares of its capital stock, evidences of the Company’s indebtedness or other assets or property of the Company’s to all or substantially all holders of the Company’s common stock, excluding: dividends or distributions referred to in (i) and (ii) above, dividends or distributions paid exclusively in cash, and spin-offs, (iv) if the Company makes or pays any cash dividend or distribution to all, or substantially all, holders of its outstanding common stock, and (v) if (a) the Company makes a payment in respect of a tender offer or exchange offer for its common stock and (b) the cash and value of any other consideration included in the payment per share of common stock exceeds the average of the last reported sale prices of our common stock over the 10 consecutive trading-day period commencing on, and including, the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer.  The Company has concluded, based on its review of the guidance in ASC 815-40-55 (and related examples), that the conversion rate adjustments are considered to be indexed to the Company’s common stock.

In the event of a conversion upon a make-whole fundamental change (i.e., (i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Company or its subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of our common equity, or (ii) consummation of any binding share exchange, exchange offer, tender offer, consolidation or merger of the Company, in each case other than an event where holders of more than 50% of the Company’s common stock prior to such event own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving person or transferee or the parent thereof immediately after such event, in the case of each of (i) and (ii) above other than a transaction where 90% of the consideration, excluding cash payments for fractional shares, in the transaction or event consists of publicly traded securities and, as a result of the transaction or event, the Notes become convertible into such publicly traded securities, excluding cash payments for fractional shares), the Company would settle conversions and issue additional shares (or, at its option, cash in lieu thereof), determined by reference to a table set forth in the agreement, the axes of which are stock price in the relevant transaction or event and the date of the relevant transaction or event, which is a commercially reasonable adjustment to the inputs used in the valuation of a fixed-for-fixed option.  The table was designed such that the aggregate fair value of the shares deliverable would be expected to approximate the fair value of the convertible debt instrument at the settlement date (i.e., to compensate the holder for the lost time value of the option in the event of a fundamental change).  As such, per ASC 815-40-55-46, this feature is considered indexed to the Company’s stock.  The anti-dilution provisions allow for the conversion rate to be adjusted based on formulas set forth in the agreement.  Further, the anti-dilution provisions in the contract generally give the note holders a level of protection that is the same as to what would be afforded by typical holders of outstanding shares.  Therefore, the Company has concluded that the conversion option is indexed to the Company’s stock.

(ii)

 Classified as shareholders’ equity if freestanding

Since the Company has the ability, at its election, to satisfy the conversion option in shares or cash or any combination of the two, the Company considered the guidance in ASC 815-40-25 and ASC 815-40-55 in assessing whether or not the conversion option would be classified as equity or a liability if it were freestanding.  The Company considered the following conditions/factors when performing its analysis:

•

 The Notes do not contain provisions that could require cash settlement upon conversion, other than where other holders of common stock receive cash (see subsequent bullet for further information).

•

 The “Fundamental Change” provisions of the contract would only require the principal (together with accrued and unpaid interest thereon) associated with the debt host to be repaid in cash.  If the Company undergoes a fundamental change, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest.  Furthermore, upon the occurrence of (i) any reclassification of the common stock, (ii) any consolidation, merger, combination or binding share exchange involving the Company, or (iii) any sale or conveyance to another person of all or substantially all of the property and assets of the Company, in each case as a result of which holders of common stock are entitled to receive cash, securities or other property or assets with respect to or in exchange for such common stock, the right to convert the notes into cash, shares of common stock or a combination of cash and shares is changed into a right to convert into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof).  Accordingly, only in the event where holders of the common stock receive cash (cash merger) would the Co