SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)*
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REGENERON PHARMACEUTICALS, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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75886F 10 7
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(CUSIP Number)
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September 20, 2010
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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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13G/A
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Page 2–––– of ––––––12 Pages
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1
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Names of Reporting Persons
Omega Funds IV Limited, Omega IV Fund
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
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(a) o
(b) o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Jersey (Channel Islands)
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Number of
Shares
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5
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Sole Voting Power
0
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Beneficially
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6
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Shared Voting Power
0
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Owned by
Each
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7
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Sole Dispositive Power
0
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Reporting
Person With
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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o
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. 75886F 10 7
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13G/A
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Page 3–––– of ––––––12 Pages
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1
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Names of Reporting Persons
Landmark Limited Partnership
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
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(a) o
(b) o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Jersey (Channel Islands)
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Number of
Shares
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5
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Sole Voting Power
0
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Beneficially
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6
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Shared Voting Power
0
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Owned by
Each
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7
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Sole Dispositive Power
0
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Reporting
Person With
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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o
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 75886F 10 7
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13G/A
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Page 4–––– of ––––––12 Pages
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1
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Names of Reporting Persons
Ernesto Bertarelli
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
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(a) o
(b) o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Switzerland
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Number of
Shares
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5
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Sole Voting Power
0
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Beneficially
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6
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Shared Voting Power
0
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Owned by
Each
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7
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Sole Dispositive Power
0
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Reporting
Person With
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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o
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 75886F 10 7
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13G/A
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Page 5–––– of ––––––12 Pages
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Item 1(a).
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Name of Issuer:
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Regeneron Pharmaceuticals, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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777 Old Saw Mill River Road
Tarrytown, New York 10591-6707
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Item 2(a).
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Names of Persons Filing:
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This statement is being filed jointly by:
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(i)
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Omega Funds IV Limited, Omega IV Fund, a Jersey (Channel Islands) limited company, the holder of an aggregate of 0 shares of the issuer’s common stock, par value $0.001;
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(ii)
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Landmark Limited Partnership, a Jersey (Channel Islands) limited partnership, which is the holder of all of the issued and outstanding capital stock of Omega Funds IV Limited, Omega IV Fund; and
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(iii)
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Ernesto Bertarelli, an individual, who is deemed to control the voting and disposition of the shares of the common stock of the issuer held directly by Omega Funds IV Limited, Omega IV Fund and indirectly by Landmark Limited Partnership.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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For Omega Funds IV Limited, Omega IV Fund:
28-30 The Parade
St Helier
Jersey
JE1 1ZZ
Channel Islands
For Landmark Limited Partnership:
c/o Kedge Capital (Jersey) Ltd.
28-30 The Parade
St Helier
Jersey
JE1 1ZZ
Channel Islands
For Ernesto Bertarelli:
c/o Bemido SA
31-33 avenue Giuseppe-Motta
P.O. Box 145
1211 Geneva 20
Switzerland
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Item 2(c).
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Citizenship:
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Omega Funds IV Limited, Omega IV Fund: A limited company organized under the laws of Jersey (Channel Islands)
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CUSIP No. 75886F 10 7
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13G/A
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Page 6–––– of ––––––12 Pages
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Landmark Limited Partnership: A limited partnership organized under the laws of Jersey (Channel Islands)
Ernesto Bertarelli: Switzerland
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share
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Item 2(e).
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CUSIP Number:
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75886F 10 7
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Not applicable.
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Item 4.
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Ownership.
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With respect to Omega Funds IV Limited, Omega IV Fund:
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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With respect to Landmark Limited Partnership:
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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CUSIP No. 75886F 10 7
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13G/A
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Page 7–––– of ––––––12 Pages
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With respect to Ernesto Bertarelli:
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item 5.
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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 5 percent of the class of securities, check the following: x
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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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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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certifications.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 75886F 10 7
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13G/A
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Page 8–––– of ––––––12 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
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Dated: September 20, 2010
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OMEGA FUNDS IV LIMITED, OMEGA IV FUND
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/s/ Robert B. Robbins
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By: Robert B. Robbins
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Title: Attorney-in-Fact
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LANDMARK LIMITED PARTNERSHIP
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/s/ Robert B. Robbins
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By: Robert B. Robbins
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Title: Attorney-in-Fact
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/s/ Ernesto Bertarelli*
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Ernesto Bertarelli
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* By:
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/s/ Robert B. Robbins
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Robert B. Robbins, Attorney-in-Fact
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CUSIP No. 75886F 10 7
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13G/A
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Page 9–––– of ––––––12 Pages
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1. Power of Attorney of Omega Funds IV Limited, Omega IV Fund (filed herewith)
2. Power of attorney of Landmark Limited Partnership (filed herewith)
3. Power of Attorney of Ernesto Bertarelli (filed herewith)
4. Joint Filing Agreement Pursuant to Rule 13d-1(k)(1)*
*Previously filed as an exhibit to Amendment No. 4 to the Schedule 13G filed by Feldon Invest SA, Emfeld Ltd, Omega Funds IV Limited, Omega IV Fund, Landmark Limited Partnership and Ernesto Bertarelli with the Securities and Exchange Commission on April 11, 2008 and incorporated herein by reference.
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CUSIP No. 75886F 10 7
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13G/A
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Page 10–––– of ––––––12 Pages
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Exhibit 1
May 21, 2010
POWER OF ATTORNEY
The undersigned, Omega Funds IV Limited, Omega IV Fund, a limited company organized under the laws of Jersey, by its representatives thereunto duly authorized, hereby constitutes and appoints each of Robert B. Robbins, of Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C., U.S.A. or any other partner of the law firm of Pillsbury Winthrop Shaw Pittman LLP, with full power of substitution, its true and lawful attorney-in-fact and agent, in any and all capacities, to sign any and all reports, documents and certificates to be delivered or filed with respect to the ownership, direct or indirect, of the undersigned of shares of the capital stock of Regeneron Pharmaceuticals, Inc., a New York corporation, including, but not limited to, the Schedule 13D or Schedule 13G, the Form 3, any Form 4, a
ny Form 5 and any amendment to any of the foregoing, each to be filed with the United States Securities and Exchange Commission, and to file any such other reports, documents and certificates with respect thereto with any agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered; and the undersigned hereby grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as it might or could do in person, and hereby ratifies and confirms all that said attorney-in-fact and agent, or other substitutes, may lawfully do or cause to be done.
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Omega Funds IV Limited,
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Omega IV Fund
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By:
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/s/ David Charles Hall
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Name: David Charles Hall
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Title: Director
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By:
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/s/ Mark Whitburn Bailey
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Name: Mark Whitburn Bailey
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Title: Director
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CUSIP No. 75886F 10 7
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13G/A
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Page 11–––– of ––––––12 Pages
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Exhibit 2
May 26, 2010
POWER OF ATTORNEY
The undersigned, Landmark Limited Partnership, a limited partnership organized under the laws of Jersey, by its representatives thereunto duly authorized, hereby constitutes and appoints each of Robert B. Robbins, of Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C., U.S.A. or any other partner of the law firm of Pillsbury Winthrop Shaw Pittman LLP, with full power of substitution, its true and lawful attorney-in-fact and agent, in any and all capacities, to sign any and all reports, documents and certificates to be delivered or filed with respect to the ownership, direct or indirect, of the undersigned of shares of the capital stock of Regeneron Pharmaceuticals, Inc., a New York corporation, including, but not limited to, the Schedule 13D or Schedule 13G, the Form 3, any Form 4, any Fo
rm 5 and any amendment to any of the foregoing, each to be filed with the United States Securities and Exchange Commission, and to file any such other reports, documents and certificates with respect thereto with any agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered; and the undersigned hereby grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as it might or could do in person, and hereby ratifies and confirms all that said attorney-in-fact and agent, or other substitutes, may lawfully do or cause to be done.
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Landmark Limited Partnership
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By:
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LM (GP) Limited, its
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general partner
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By:
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/s/ Andrew Le Gal
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Name: Andrew Le Gal
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Title: Director
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By:
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/s/ Philip Swan
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Name: Philip Swan
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Title: Director
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CUSIP No. 75886F 10 7
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13G/A
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Page 12–––– of ––––––12 Pages
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Exhibit 3
September 17, 2010
POWER OF ATTORNEY
The undersigned, ERNESTO BERTARELLI, a citizen and resident of Switzerland, hereby constitutes and appoints each of Robert B. Robbins, of Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C., U.S.A. or any other partner of the law firm of Pillsbury Winthrop Shaw Pittman LLP, with full power of substitution, his true and lawful attorney-in-fact and agent, in any and all capacities, to sign any and all reports, documents and certificates to be delivered or filed with respect to the ownership, direct or indirect, of the undersigned of shares of the capital stock of Regeneron Pharmaceuticals, Inc., a New York corporation, including, but not limited to, the Schedule 13D or Schedule 13G, the Form 3, any Form 4, any Form 5 and any amendment to any of the foregoing, each to be filed with the United States Securities and Exchange Commission, and
to file any such other reports, documents and certificates with respect thereto with any agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered; and the undersigned hereby grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorney-in-fact and agent, or other substitutes, may lawfully do or cause to be done.
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/s/ Ernesto Bertarelli
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Ernesto Bertarelli
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