UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): February 16, 2010 (February 11, 2010) |
| REGENERON PHARMACEUTICALS, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| New York | 000-19034 | 13-3444607 | ||
| (State or other jurisdiction of | (Commission File No.) | (IRS Employer Identification No.) | ||
| Incorporation) |
| 777 Old Saw Mill River Road, Tarrytown, New York 10591-6707 |
| (Address of principal executive offices, including zip code) |
| (914) 347-7000 |
| (Registrant's telephone number, including area code) |
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions:
| c | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| c | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| c | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| c | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On February 11, 2010, Regeneron
Pharmaceuticals, Inc. (the “Company”) entered into a Fifth Amendment to Lease
(the “Amendment”), amending an operating lease agreement (the “Lease”), entered
into on December 21, 2006, with BioMed Realty Trust, Inc (“BMR”) for a corporate
headquarters and research laboratories in the Town of Greenburgh in Westchester
County, New York. The Amendment sets forth new terms for the payment by BMR to
the Company of tenant improvement allowances and the repayment of such
amounts by the Company as rent over the term of the Lease in accordance with the
Amendment.
The foregoing description of the Amendment is
qualified in its entirety by the full text of the Amendment which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Fifth Amendment to Lease dated as of February 11, 2010.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| Date: February 16, 2010 | REGENERON PHARMACEUTICALS, INC. | |
| By: | /s/ Stuart Kolinski | |
| Name: Stuart Kolinski | ||
| Title: Senior Vice President and General Counsel | ||
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Exhibit Index
| Number | Description | |
| 99.1 | Fifth Amendment to Lease dated as of February 11, 2010. |
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Exhibit 99.1
FIFTH AMENDMENT TO
LEASE
THIS FIFTH AMENDMENT TO LEASE
(this “Fifth
Amendment”) is entered into as of this 11th day of February, 2010
(“Execution Date”), by and between BMR-LANDMARK AT EASTVIEW
LLC, a Delaware limited liability company (“Landlord”), and REGENERON PHARMACEUTICALS, INC., a New
York corporation (“Tenant”).
RECITALS
A. WHEREAS, Landlord and Tenant entered into that certain Lease dated as of
December 21, 2006 (the “Original Lease”), as amended by that certain First Amendment
to Lease dated as of October 24, 2007 (the “First Amendment”), that certain Second Amendment to Lease
dated as of September 30, 2008 (the “Second Amendment”), that certain Third Amendment to Lease
dated as of April 29, 2009 (the “Third Amendment”), and that certain Fourth Amendment
to Lease dated as of December 3, 2009 (the “Fourth Amendment” and, collectively with the Original Lease
and the First Amendment, Second Amendment, Third Amendment, and as the same may
have been further amended, supplemented or otherwise modified from time to time,
the “Lease”), whereby Tenant leases certain premises
(the “Premises”) from Landlord at 735, 745, 755, 765 and 777
Old Saw Mill River Road in Tarrytown, New York (collectively, the “Buildings”, and each a “Building”);
B. WHEREAS, Landlord and Tenant desire to modify the terms of Section 7 of
the Fourth Amendment (Tenant Improvements) to facilitate Tenant’s desire to
complete certain improvements to the Premises;
C. WHEREAS, Tenant desires to draw the Above-Standard TI Allowance (as
defined in the Lease);
D. WHEREAS, Landlord and Tenant desire to set forth the Basic Annual Rent
and TI Rent for the New Premises (which consists of the entire New Whole
Building and New Multiple Tenant Building); and
E. WHEREAS, Landlord and Tenant desire to modify and amend the Lease only in
the respects and on the conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, Landlord and Tenant, in
consideration of the mutual promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, agree as follows:
1. Definitions. For purposes of this Fifth Amendment,
capitalized terms shall have the meanings ascribed to them in the Lease unless
otherwise defined herein. For the sake of clarity, the New Whole Building is
also referred to herein as the “735 Building,” the New Multiple Tenant Building is also
referred to as the “745 Building”, the Building located at 755 Old Saw Mill
Road is referred to as the “755 Building”, and the “New Premises” means the 735 Building and the 745 Building.
The Lease, as amended by this Fifth Amendment, is referred to herein as the
“Amended Lease.”
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2. Above-Standard TI Allowance. The
Above-Standard TI Allowance for
the New Premises shall equal Thirty-Three Million Two Hundred Ninety-Eight
Thousand Two Hundred Thirty-Five Dollars ($33,298,235.00), based on One Hundred
Forty-Five Dollars ($145.00) per square foot of Rentable Area of the New
Premises (i.e., two hundred twenty-nine thousand six hundred forty-three
(229,643) square feet). Notwithstanding anything to the contrary in Section 5.5
of the Lease, Landlord shall disburse the Above-Standard TI Allowance to Tenant
within three (3) business days after the Execution Date (the “Above-Standard TI
Allowance Disbursement Date”) by wire transfer of immediately available funds to
an account specified by Tenant, and Landlord hereby waives any rights or
remedies it may have under the Lease to withhold disbursement of the
Above-Standard TI Allowance based on the prior satisfaction of the Disbursement
Conditions with respect to the Above-Standard TI Allowance (such Disbursement
Conditions, the “Above-Standard TI Allowance Disbursement Conditions”). Upon
receipt of the Above-Standard TI Allowance in the amount of Thirty-Three Million
Two Hundred Ninety-Eight Thousand Two Hundred Thirty-Five Dollars
($33,298,235.00) by Tenant in accordance with this Section 2, Landlord shall be
deemed to have fully-funded the Above-Standard TI Allowance and satisfied its
obligations with respect thereto as set forth in Section 5.5 of the Lease.
Landlord hereby agrees and confirms that (a) the Above-Standard TI Allowance
Disbursement Conditions set forth in Subsections 5.5(a), (b), (c), (e), and (g)
of the Lease have been satisfied by Tenant, (b) the fifteen (15) day
disbursement deadline referenced in Subsection 5.5(d) of the Lease shall no
longer be applicable, but Tenant shall otherwise comply with the requirements of
Subsection 5.5(d) on or before December 31, 2010, and (c) the Above Standard TI
Allowance Disbursement Conditions set forth in Subsections 5.5(i) and (j) of the
Lease are hereby waived by Landlord. To the extent that any of the remaining
Above-Standard TI Allowance Disbursement Conditions have not been satisfied by
Tenant (including in Subsections 5.5(d) and (f)) or expressly waived by Landlord
in writing prior to the Above-Standard TI Allowance Disbursement Date, Tenant
shall satisfy such Above-Standard TI Allowance Disbursement Conditions on or
before December 31, 2010. Except as otherwise provided herein, Landlord’s
agreement to disburse the Above-Standard TI Allowance before all of the
Above-Standard TI Allowance Disbursement Conditions have been satisfied by
Tenant or waived by Landlord shall not be deemed a waiver of any right or remedy
of Landlord under the Lease or a waiver of any other obligation of Tenant under
the Lease. If Tenant has not otherwise satisfied (or Landlord has not waived)
all of the Above-Standard TI Allowance Disbursement Conditions on or before
December 31, 2010, then such failure shall constitute a default under Section
25.4 of the Original Lease, subject to the applicable notice and cure provisions
therein, and Landlord shall have the right to satisfy such Above-Standard TI
Allowance Disbursement Conditions on Tenant’s behalf and Tenant shall
immediately reimburse Landlord for the reasonable costs thereof as Additional
Rent, in addition to Landlord’s other remedies for a Tenant default.
Notwithstanding the foregoing, if any of the Above-Standard TI Allowance
Disbursement Conditions are unable to be timely fulfilled by Tenant due to
circumstances beyond the reasonable control of Tenant, despite diligent efforts,
then such failure shall not be deemed a default and the parties shall convene in
good faith to find an alternative solution or agree on conditions to a waiver by
Landlord of such Above-Standard TI Allowance Disbursement Condition, and if the
parties cannot reach an agreement within thirty (30) days after the Tenant’s
notice to Landlord that such Above-Standard TI Allowance Disbursement Condition
cannot be satisfied, then the dispute shall be submitted to Arbitration in
accordance with Article 50 of the Original Lease.
3. Basic Annual Rent and TI Rent for the New
Premises.
a. Basic Annual Rent. Sections 6.1 and 7 of the Original Lease are hereby modified as
follows: Commencing as of January 1, 2010 and continuing through the Term,
Tenant shall pay Landlord Basic Annual Rent for the New Premises in accordance
with the schedule attached hereto as Exhibit A and otherwise in accordance with the terms
for payment of Basic Annual Rent set forth in the Lease.
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b. TI Rent.
i. Section 5.6 of the Original Lease is hereby deleted and
replaced with the following*:
“5.6 To the extent that Landlord disburses the
Above-Standard TI Allowance, on account thereof as part of Additional Rent (such
Additional Rent being referred to as the “TI Rent”) commencing as of January 1, 2010 and
continuing through the Term, Tenant shall pay Landlord TI Rent for the New
Premises in accordance with the schedule attached hereto as Exhibit A.”
*Effective as of the
Execution Date, any reference in the Lease to the term “Tranche” shall mean the
entire Above-Standard TI Allowance.
ii. Tenant shall pay the TI
Rent set forth on the attached Exhibit A in equal monthly installments. The first and
second monthly installment of TI Rent shall be paid to Landlord within three (3)
days after the Execution Date by wire transfer of immediately available funds to
an account specified by Landlord, and thereafter Tenant shall pay TI Rent in
monthly installments on the first day of each month occurring thereafter through
and including June 1, 2024.
4. 755 Premises Tenant
Improvements. Section 7 of the Fourth Amendment is hereby deleted in
its entirety and replaced with the following:
“7.
755 Premises Tenant
Improvements.
(a) Tenant shall be responsible for performing
and completing certain improvements in the 755 Premises consistent with the
Terms of the Lease, including the Work Letter (such improvements, the
“755 Premises Tenant
Improvements”).
Notwithstanding anything to the contrary set forth in the Lease, Tenant shall
not be obligated to pay Landlord a Construction
Management Fee or any similar construction oversight fee with respect to the 755
Premises Tenant Improvements. However, Tenant shall deliver to Landlord the
following (collectively, the “Completion Evidence”) on or before January 1, 2013 (the
“Completion Evidence
Deadline”): (a) a
statement setting forth the total cost of the 755 Premises Tenant Improvements,
including supporting invoices (paid or presently due and payable) for Tenant’s
costs; (b) a certificate of Tenant’s architect confirming that the 755 Premises
Tenant Improvements substantially comply with Tenant’s plans and specifications;
(c) final lien releases and waivers from all of Tenant’s contractors,
subcontractors, material suppliers and others who furnished labor, services or
equipment for the Tenant Improvements; (d) Tenant’s as-built plans and
specifications for the 755 Premises and any revisions thereto (to the extent not
previously delivered); (e) a consent by Tenant’s architects and engineers to
Landlord’s use of such plans and specifications, as revised, upon the expiration
or earlier termination of the Lease, in such form as Landlord shall reasonably
require; and (f) such other deliveries as Landlord reasonably requests if one of
its lenders so requires. Notwithstanding the Completion Evidence Deadline,
Tenant shall cooperate with Landlord’s reasonable requests for portions of the
Completion Evidence from time to time as the same become available. Tenant’s
failure to deliver the Completion Evidence on or before the Completion Evidence
Deadline shall constitute a default under Section 25.4 of the Original Lease, subject to the
applicable notice and cure provisions therein, and in addition to all other
remedies available to Landlord under the Amended Lease, at law and in equity,
permit Landlord to obtain such Completion Evidence on Tenant’s behalf and Tenant
shall immediately reimburse Landlord for the reasonable costs thereof as
Additional Rent. Notwithstanding the foregoing, if Tenant is unable to timely
deliver any of the Completion Evidence due to circumstances beyond the
reasonable control of Tenant, despite diligent efforts, then such failure shall
not be deemed a default and the parties shall convene in good faith to find an
alternative solution or agree on conditions to a waiver by Landlord of the
requirement to deliver that particular portion of the Completion Evidence, and
if the parties cannot reach an agreement within thirty (30) days after the
Tenant’s notice to Landlord that Tenant cannot deliver such Completion Evidence,
then the dispute shall be submitted to Arbitration in accordance with
Article 50 of the Original Lease.
(b)
Notwithstanding anything to the contrary in the Lease, Landlord and Tenant agree
that if and to the extent the Approved Plans for the Tenant Improvements include
the construction of one or more walls to screen certain generators adjacent to
the loading docks of the 735 Building and the 755 Building (the “Screenwall Work”), then such Screenwall Work shall no longer
be performed by Tenant as part of the Tenant Improvements but instead shall be
performed by Tenant as part of the 755 Premises Tenant
Improvements.”
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5. Allowance. Landlord shall make available to Tenant an
allowance (the “Allowance”) of Fourteen Million Two Hundred Forty-Six
Thousand Dollars ($14,246,000.00). Landlord shall disburse the Allowance to
Tenant within three (3) business days after the Execution Date by wire transfer
of immediately available funds to an account specified by Tenant. Tenant may use
the Allowance in Tenant’s sole discretion for, among other things, financing
hard and soft costs of the 755 Premises Tenant Improvements, financing the costs
of other tenant improvements in the Premises, purchasing furniture, fixtures and
equipment for Tenant’s use at the Property or defraying the cost of moving
furniture, fixtures and equipment within the Premises.
6. Broker. Each of Landlord and Tenant represents and
warrants to the other that it has not dealt with any broker or agent in the
negotiation for or the obtaining of this Fifth Amendment, and each agrees to
indemnify, defend and hold the other harmless from any and all cost or liability
for compensation claimed by any such broker or agent, employed or engaged by it
or claiming to have been employed or engaged by it. The parties acknowledge that
Landlord has paid Studley, on behalf of Tenant, the full leasing commission due
in connection with the Lease and that no further compensation is due to Studley,
or any other broker or agent, in connection with this Fifth Amendment.
7. No Default; Authority;
Non-Contravention. Each of
Landlord and Tenant represents, warrants and covenants that, to the best of its
respective knowledge, neither Landlord nor Tenant is in default of any of its
respective obligations under the Lease and no event has occurred that, with the
passage of time or the giving of notice (or both), would constitute a default by
either Landlord or Tenant thereunder. Each of Landlord and Tenant further
represents, warrants and covenants that it has the full power and authority to
execute, deliver and comply with the terms of this Fifth Amendment, and doing so
will not conflict with or result in the violation of or default under any
provision of any agreement or other instrument to which it is a party.
8. Effect of Amendment. Except as modified by this Fifth Amendment,
the Lease and all the covenants, agreements, terms, provisions and conditions
thereof shall remain in full force and effect and are hereby ratified and
affirmed. The covenants, agreements, terms, provisions and conditions contained
in this Fifth Amendment shall bind and inure to the benefit of the parties
hereto and their respective successors and, except as otherwise provided in the
Lease, their respective assigns. In the event of any conflict between the terms
contained in this Fifth Amendment and the Lease, the terms herein contained
shall supersede and control the obligations and liabilities of the parties. From
and after the date hereof, the term “Lease” as used in the Lease shall mean the
Lease, as modified by this Fifth Amendment.
9. Miscellaneous. This Fifth Amendment becomes effective only
upon execution and delivery hereof by Landlord and Tenant. The captions of the
paragraphs and subparagraphs in this Fifth Amendment are included solely for
convenience and shall not be considered or given any effect in construing the
provisions hereof. All exhibits hereto are incorporated herein by reference.
10. Counterparts. This Fifth Amendment may be executed in one
or more counterparts that, when taken together, shall constitute one original.
[REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Landlord and Tenant have
hereunto set their hands as of the date and year first above written, and
acknowledge that they possess the requisite authority to enter into this
transaction and to execute this Fifth Amendment to Lease.
LANDLORD:
BMR-LANDMARK AT
EASTVIEW LLC,
a Delaware limited liability company
a Delaware limited liability company
| By: | /s/ Matthew McDevitt |
| Name: | Matthew McDevitt |
| Title: | Executive Vice President |
TENANT:
REGENERON
PHARMACEUTICALS, INC.,
a New York corporation
a New York corporation
| By: | /s/ Murray Goldberg |
| Name: | Murray A. Goldberg |
| Title: | Senior Vice President, Finance & Administration and Chief Financial Officer |
Exhibit A
Basic Annual Rent and TI Rent for the New
Premises
| Period | Amount ($) | |||||||
| Beginning | Ending | Basic Annual Rent | TI Rent | Subtotal | ||||
| 1/1/2010 | 6/30/2010 | $4,523,737.06 | $1,972,264.35 | $6,496,001.41 | ||||
| 7/1/2010 | 6/30/2011 | 9,273,660.98 | 3,944,528.69 | 13,218,189.67 | ||||
| 7/1/2011 | 6/30/2012 | 9,505,502.50 | 3,944,528.69 | 13,450,031.19 | ||||
| 7/1/2012 | 6/30/2013 | 9,743,140.06 | 3,944,528.69 | 13,687,668.75 | ||||
| 7/1/2013 | 6/30/2014 | 9,986,718.57 | 3,944,528.69 | 13,931,247.26 | ||||
| 7/1/2014 | 6/30/2015 | 10,236,386.53 | 3,944,528.69 | 14,180,915.22 | ||||
| 7/1/2015 | 6/30/2016 | 10,492,296.19 | 3,944,528.69 | 14,436,824.88 | ||||
| 7/1/2016 | 6/30/2017 | 10,754,603.60 | 3,944,528.69 | 14,699,132.29 | ||||
| 7/1/2017 | 6/30/2018 | 11,023,468.69 | 3,944,528.69 | 14,967,997.38 | ||||
| 7/1/2018 | 6/30/2019 | 11,299,055.41 | 3,944,528.69 | 15,243,584.10 | ||||
| 7/1/2019 | 6/30/2020 | 11,581,531.79 | 3,944,528.69 | 15,526,060.48 | ||||
| 7/1/2020 | 6/30/2021 | 11,871,070.08 | 3,944,528.69 | 15,815,598.78 | ||||
| 7/1/2021 | 6/30/2022 | 12,167,846.84 | 3,944,528.69 | 16,112,375.53 | ||||
| 7/1/2022 | 6/30/2023 | 12,472,043.01 | 3,944,528.69 | 16,416,571.70 | ||||
| 7/1/2023 | 6/30/2024 | 12,783,844.08 | 3,944,528.69 | 16,728,372.77 | ||||