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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Regeneron Pharmaceuticals Incorporated
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
75886F 10 7
(CUSIP Number)
August 20, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 75886F 10 7 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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2
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuer’s Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing (ii) Aventis Pharmaceuticals Inc (iii) Aventis Holdings Inc. (iv) Aventis Inc. |
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(b) |
Address of Principal Business Office or, if none, Residence (ii) 300 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807 (iii) 3711 Kenneth Pike, Suite 200 Greenville, Delaware 19807 (iv) 300 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807 |
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(c) |
Citizenship (ii) Aventis Pharmaceuticals Inc : Delaware (iii) Aventis Holdings Inc.: Delaware (iv) Aventis Inc.: Pennsylvania |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 3 is not applicable. |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: (i) Sanofi-Aventis : 2,799,552 (ii) Aventis Pharmaceuticals Inc : 2,799,552 (iii) Aventis Holdings Inc.: 2,799,552 (iv) Aventis Inc. : 2,799,552 |
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(b) |
Percent of class: (i) Sanofi-Aventis : 5.2% (ii) Aventis Pharmaceuticals Inc : 5.2% (iii) Aventis Holdings Inc.: 5.2% (iv) Aventis Inc. : 5.2% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote (i) Sanofi-Aventis : 2,799,552 (ii) Aventis Pharmaceuticals Inc : 2,799,552 (iii) Aventis Holdings Inc.: 2,799,552 (iv) Aventis Inc. : 2,799,552 |
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(ii) |
Shared power to vote or to direct the vote None |
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(iii) |
Sole power to dispose or to direct the disposition of None |
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(iv) |
Shared power to dispose or to direct the disposition of (i) Sanofi-Aventis : 2,799,552 (ii) Aventis Pharmaceuticals Inc : 2,799,552 (iii) Aventis Holdings Inc.: 2,799,552 (iv) Aventis Inc. : 2,799,552 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Item 5 is not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Item 6 is not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Item 7 is not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Item 8 is not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Item 9 is not applicable. |
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Item 10. |
Certification |
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Item 10 is not applicable. |
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4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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SANOFI-AVENTIS |
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Date: February 8, 2005 |
By: |
/s/ |
Jean-Claude Leroy |
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Jean-Claude LEROY |
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Chief Financial Officer |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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AVENTIS PHARMACEUTICALS |
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INC. |
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Date: February 8, 2005 |
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/s/ John M. Spinnato |
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John M. SPINNATO |
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Vice President and General Counsel |
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- Pharmaceutical Operations |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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AVENTIS HOLDINGS INC. |
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Date: February 8, 2005 |
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/s/ Joseph M. Palladino |
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Joseph M. PALLADINO |
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President |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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AVENTIS INC. |
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Date: February 8, 2005 |
By: |
/s/ Joseph Haggerty |
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Joseph HAGGERTY |
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Vice President and General Counsel |
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5
EXHIBIT 1
DECLARATION OF CONSENT TO JOINT FILING BY SANOFI-AVENTIS, AVENTIS PHARMACEUTICALS INC, AVENTIS HOLDINGS INC AND AVENTIS INC.
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the “Act”), only one joint statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
Sanofi-aventis, Aventis Pharmaceuticals Inc, Aventis Holdings Inc and Aventis Inc. hereby agree, in accordance with Rule 13d-1(k) under the Act, to file a statement on Schedule 13G relating to their ownership of the Common Stock of the Issuer and do hereby further agree that said statement shall be filed on behalf of each of them.
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SANOFI-AVENTIS . |
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Date: February 8, 2005 |
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By: |
/s/ Jean-Claude LEROY |
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Jean-Claude LEROY |
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Chief Financial Officer |
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AVENTIS PHARMACEUTICALS |
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INC. |
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Date: February 8, 2005 |
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By: |
/s/ John M. SPINNATO |
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John M. SPINNATO |
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Vice President and General Counsel |
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- Pharmaceutical Operations |
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AVENTIS HOLDINGS INC. |
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Date: February 8, 2005 |
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By: |
/s/ Joseph M. PALLADINO |
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Joseph M. PALLADINO |
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President |
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AVENTIS INC. |
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Date: February 8, 2005 |
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By: |
/s/ Joseph HAGGERTY |
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Joseph HAGGERTY |
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Vice President and General Counsel |
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