Filed pursuant to Rule No. 424(b)(3)
File Number 333-74464
PROSPECTUS SUPPLEMENT NO. 7
Regeneron Pharmaceuticals, Inc.
$200,000,000
5.50% Convertible Senior Subordinated Notes due 2008
and Shares of Common Stock Issuable upon Conversion of the Notes
This prospectus supplement supplements the prospectus dated January 24,
2002 of Regeneron Pharmaceuticals, Inc. relating to the sale by certain of our
securityholders (including their pledges, donees, assignees, transferees,
successors and others who later hold any of the securityholders' interests) of
up to $200,000,000 principal amount at maturity of notes and the shares of
common stock issuable upon conversion of the notes. You should read this
prospectus supplement in conjunction with the prospectus, and this prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the prospectus.
The table of selling securityholders contained in the prospectus is hereby
modified to add as follows:
Name Aggregate Principal Number of Shares Percentage of
- ----- Amount at Percentage of of Common Stock Shares of
Maturity of Notes Notes that may Common Stock
that may be Sold Outstanding be Sold (1) Outstanding (2)
----------------- ----------- ----------- ---------------
JP Morgan
Securities, Inc. 1,505,000 * 49,750 *
* Less than one
percent (1%).
(1) Assumes conversion of all of the holder's notes at a conversion rate of
33.0565 shares of common stock per $1,000 principal amount at maturity
of the notes. This conversion rate is subject to adjustment, however,
as described under "Description of the Notes - Conversion of the
Notes." As a result, the number of shares of common stock issuable upon
conversion of the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
43,826,969 shares of common stock outstanding as of December 31, 2001.
In calculating this amount for each holder, we treated as outstanding
the number of shares of common stock issuable upon conversion of all
that holder's notes, but we did not assume conversion of any other
holder's notes.
Investing in the notes or shares of common stock involves risks that are
described in the "Risk Factors" section beginning on page 5 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is April 9, 2003