Edgar Filing: REGENERON PHARMACEUTICALS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Check the appropriate box:

( ) Preliminary Proxy Statement

(X) Definitive Proxy Statement

( ) Definitive Additional Materials

( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

REGENERON PHARMACEUTICALS, INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Regeneron Pharmaceuticals, Inc.
PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 14, 2002
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591-6707
(914) 345-7400

Dear Shareholder:

The Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. will be
held at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New
York 10591 at 10:30 a.m., Eastern Daylight Savings Time, on Friday, June 14,
2002.

The purposes of the meeting are:

- To elect three Directors for a term of three years;

- To amend the Regeneron Pharmaceuticals, Inc. 2000 Long-Term Incentive Plan to
increase the number of shares reserved for issuance under the plan by 5,000,000
shares plus unissued shares previously approved by shareholders for issuance
under the Regeneron Pharmaceuticals, Inc. 1990 Long-Term Incentive Plan;

- To approve the selection of PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending December 31, 2002; and

- To act upon such other matters as may properly come before the meeting and
any adjournment or postponement thereof.

These items are more fully described in the following pages, which are hereby
made a part of this Notice. The Board of Directors has fixed the close of
business on April 19, 2002 as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting and at any
adjournment or postponement thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, AND
DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED PREPAID
ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.

By Order of the Board of Directors,

/s/ Stuart A. Kolinski

Stuart A. Kolinski
Secretary
Tarrytown, New York
May 10, 2002

REGENERON PHARMACEUTICALS, INC.
777 OLD SAW MILL RIVER ROAD
TARRYTOWN, NEW YORK 10591
(914) 345-7400

May 10, 2002

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Regeneron Pharmaceuticals, Inc. to be held on Friday, June 14, 2002 at 10:30
a.m. at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New
York 10591.

Whether or not you plan to attend the Annual Meeting, please mark, sign, and
date the accompanying proxy and return it promptly in the enclosed prepaid
envelope. If you attend the Annual Meeting, you may vote in person if you wish,
even if you have previously returned your proxy.

Sincerely,

LOGO

P. Roy Vagelos, M.D.
Chairman of the Board of Directors

PROXY STATEMENT
2002 ANNUAL MEETING OF
SHAREHOLDERS OF
REGENERON PHARMACEUTICALS, INC.
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PROXY SOLICITATION

This Proxy Statement is furnished to the shareholders of Regeneron
Pharmaceuticals, Inc., a New York corporation (the "Company"), in connection
with the solicitation by its Board of Directors from holders of the Company's
Common Stock (the "Common Stock") and Class A Stock (the "Class A Stock") of
proxies to be voted at the Annual Meeting of Shareholders of the Company to be
held on Friday, June 14, 2002 at 10:30 a.m., at the Westchester Marriott Hotel,
670 White Plains Road, Tarrytown, New York 10591, and at any adjournment or
postponement thereof (the "Annual Meeting"), for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. The Company's executive
offices are located at 777 Old Saw Mill River Road, Tarrytown, New York 10591.

This Proxy Statement and form of proxy are first being mailed to shareholders of
the Company on or about May 10, 2002. All proxies duly executed and received
prior to or at the Annual Meeting, and not revoked, will be voted on all matters
presented at the meeting in accordance with the instructions indicated on such
proxies. In the absence of instructions, proxies so received will be voted (1)
FOR the named nominees to the Company's Board of Directors, (2) FOR approval of
the amendments to the Company's 2000 Long-Term Incentive Plan to increase the
number of shares reserved for issuance under the plan, and (3) FOR the approval
of PricewaterhouseCoopers LLP as independent accountants for the Company's
fiscal year ending December 31, 2002. If any other matters are properly
presented at the Annual Meeting for consideration, the persons named in the
enclosed form of proxy will have discretion to vote on such matters in
accordance with their best judgment.

Any proxy given pursuant to this solicitation may be revoked by (i) filing with
the Secretary of the Company or a designee thereof, at or before the taking of
the vote at the Annual Meeting, a written notice of revocation bearing a later
date than the proxy, (ii) duly executing a later dated proxy relating to the
same shares and delivering it to the Secretary of the Company or a designee
thereof before the taking of the vote at the Annual Meeting, or (iii) attending
the Annual Meeting and voting in person (although attendance at the Annual
Meeting will not in and of itself constitute the revocation of a proxy). Any
written notice of revocation or subsequent proxy should be sent so as to be
delivered to Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road,
Tarrytown, New York 10591, Attention: Secretary, or hand delivered to the
Secretary of the Company or a designee thereof at or before the taking of the
vote at the Annual Meeting. The persons named as proxies in the enclosed form of
proxy, Leonard S. Schleifer, M.D., Ph.D. and Stuart A. Kolinski, were selected
by the Board of Directors of the Company.

RECORD DATE & VOTING AT THE ANNUAL MEETING

The Board of Directors of the Company has fixed the close of business on April
19, 2002 as the record date for the determination of the shareholders entitled
to notice of, and to vote at, the Annual Meeting. Accordingly, only holders of
record of Common Stock and Class A Stock on the record date will be entitled to
notice of, and to vote at, the Annual Meeting. As of April 19, 2002, 41,506,994
shares of Common Stock and 2,500,786 shares of Class A Stock were outstanding.
The Common Stock and the Class A Stock vote together on all matters as a single
class, with the Common Stock being entitled to one vote per share and the Class
A Stock being entitled to ten votes per share. No other voting securities of the
Company were outstanding on the record date. The holders of a majority of the
shares issued and outstanding attending personally or by proxy will constitute a
quorum for the transaction of business at the Annual Meeting.

Election of directors will be determined by a plurality of the votes cast in
person or by proxy at the Annual Meeting. All other matters presented to
shareholders will be determined by the affirmative vote of a majority of the
votes cast in person or by proxy at the Annual Meeting. Under applicable New
York law, in determining whether any proposal has received the requisite number
of affirmative votes and tabulating the votes for directors, abstentions and
broker nonvotes will be disregarded and will have no effect on the outcome of
the vote.

ANNUAL REPORT

The Company's Annual Report to Shareholders for the year ended December 31, 2001
is being furnished herewith on or about May 10, 2002 to shareholders of record.
The Annual Report to Shareholders does not constitute a part of the proxy
soliciting material. The Company has also filed with the Securities and Exchange
Commission a report on Form 10-K for the year ended December 31, 2001, a copy of
which will be furnished (except for exhibits) without charge to any shareholder
upon written request addressed to the Investor Relations Department of the
Company at the address shown above.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of April 19, 2002, the number of shares of
the Company's Common Stock and Class A Stock beneficially owned by each of its
directors or nominees for directors, each of the named executive officers, and
all directors and executive officers as a group, and the percentage that such
shares represent of the total combined number of shares of outstanding Common
Stock and Class A Stock, based upon information obtained from such persons.

MANAGEMENT AND DIRECTORS STOCK OWNERSHIP TABLE AS OF APRIL 19, 2002

Number of Shares Number of Shares Percentage of Common
of Class A Stock of Common Stock Stock & Class A Stock
Name of Beneficial Owner Beneficially Owned (1) Beneficially Owned (1) Beneficially Owned (2)
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Leonard S. Schleifer, M.D., Ph.D. 1,769,340 (3) 619,949 (8) 5.4%
P. Roy Vagelos, M.D. 0 1,511,289 (9) 3.4%
Charles A. Baker 62,384 (4) 70,591 (10) *
Michael S. Brown, M.D. 60,749 (5) 123,001 (11) *
Alfred G. Gilman, M.D., Ph.D. 118,612 150,001 (12) *
Joseph L. Goldstein, M.D. 52,000 108,001 (13) *
Eric M. Shooter, Ph.D. 82,911 (6) 110,001 (13) *
George L. Sing 0 132,515 (14) *
George D. Yancopoulos, M.D., Ph.D. 42,750 (7) 663,245 (15) 1.6%
Murray A. Goldberg 0 150,382 (16) *
Randall R. Rupp, Ph.D. 0 154,962 (17) *
Neil Stahl, Ph.D. 0 151,651 (18) *
All Directors and Executive Officers
as a Group (12 persons) 2,188,746 3,945,588 13.2%

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* Represents less than 1%

(1) The inclusion herein of any Class A Stock or Common Stock, as the case may
be, deemed beneficially owned does not constitute an admission of beneficial
ownership of those shares. Unless otherwise indicated, each person listed has
sole voting and investment power with respect to the shares listed.

(2) To calculate percentage, number of shares outstanding includes 44,007,780
shares outstanding as of April 19, 2002 plus any shares subject to options held
by the person in question that are currently exercisable or exercisable within
sixty days from April 19, 2002.

(3) Includes 64,550 shares of Class A Stock held in trust for the benefit of Dr.
Schleifer's two sons, of which Dr. Schleifer disclaims beneficial ownership.
Excludes 24,000 shares of Class A Stock held by the Schleifer Family Foundation,
a charitable foundation, of which Dr. Schleifer disclaims beneficial ownership.

(4) All shares of Class A Stock are held by a limited partnership.

(5) Includes 5,400 shares of Class A Stock held in trust for the benefit of Dr.
Brown's children.

(6) All shares of Class A Stock are held in trust for the benefit of Dr.
Shooter's children.

(7) Includes 19,383 shares of Class A Stock held in trust for the benefit of Dr.
Yancopoulos's children and excludes 205 shares held by Dr. Yancopoulos's wife.
Dr. Yancopoulos disclaims beneficial ownership of all such shares.

(8) Includes 523,370 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2000 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002 and 1,570
shares of Common Stock held in an account under the Company's 401(k) Savings
Plan. Includes 1,800 shares of Common Stock held in trust for the benefit of Dr.
Schleifer's two sons, of which Dr. Schleifer disclaims beneficial ownership.
Excludes 4,000

shares of Common Stock held by the Schleifer Family Foundation, a charitable
foundation, of which Dr. Schleifer disclaims beneficial ownership.

(9) Includes 212,499 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2000 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002 and 489
shares of Common Stock held in an account under the Company's 401(k) Savings
Plan. Includes 688,765 shares of Common Stock held in a charitable lead trust.
Excludes 50,000 shares of Common Stock held by the Marianthi Foundation, a
charitable foundation, of which Dr. Vagelos disclaims beneficial ownership.

(10) Includes 70,001 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2000 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002.

(11) Includes 118,001 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2000 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002.

(12) Includes 145,001 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2002 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002.

(13) All shares of Common Stock beneficially owned represent shares of Common
Stock purchasable upon the exercise of options granted pursuant to the 1990 and
2000 Long-Term Incentive Plans which are exercisable or become so within sixty
days from April 19, 2002. All shares of Common Stock are held in a trust for the
benefit of Dr. Shooter's children.

(14) Includes 65,001 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2000 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002.

(15) Includes 633,550 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2000 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002 and 1,570
shares of Common Stock held in an account under the Company's 401(k) Savings
Plan.

(16) Includes 115,531 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2000 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002 and 1,570
shares held in an account under the Company's 401(k) Savings Plan.

(17) Includes 150,000 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2000 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002 and 1,551
shares of Common Stock held in an account under the Company's 401(k) Savings
Plan.

(18) Includes 140,500 shares of Common Stock purchasable upon the exercise of
options granted pursuant to the 1990 and 2000 Long-Term Incentive Plans which
are exercisable or become so within sixty days from April 19, 2002 and 1,514
shares of Common Stock held in an account under the Company's 401(k) Savings
Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AS OF APRIL 19, 2002

Set forth below is the name, address, and stock ownership of each person or
group of persons known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock and Class A Stock.

Number of Shares Percentage of Shares of
Number of Shares of of Common Stock Common Stock and Class A
Class A Stock Beneficially Stock Beneficially
Name and Address of Beneficial Owner Beneficially Owned Owned Owned (1)
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Leonard S. Schleifer, M.D., Ph.D. 1,769,340 (2) 619,949 (3) 5.4%
777 Old Saw Mill River Road
Tarrytown, New York 10591
Wellington Management Company, LLP 0 5,642,375 12.8%
75 State Street
Boston, Massachusetts 02109
FMR Corp. 0 4,364,140 9.9%
82 Devonshire Street
Boston, Massachusetts 02109
Amgen Inc. 0 4,181,308 9.5%
One Amgen Center Drive
Thousand Oaks, California 91320
Feldon Invest SA 0 4,000,000 9.1%
Urbanizacion Obarrio
Swiss Bank Building, 53rd Street
Panama City, Panama
Julian C. Baker 0 3,338,337 (4) 7.6%
667 Madison Avenue
New York, New York 10021
Felix J. Baker, Ph.D. 0 3,335,187 (5) 7.6%
667 Madison Avenue
New York, New York 10021
Procter & Gamble Pharmaceuticals, 0 2,662,505 6.1%
Inc.
One Procter & Gamble Plaza
Cincinnati, Ohio 45242

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(1) To calculate percentage, number of shares outstanding includes 44,007,780
shares outstanding as of April 19, 2002 plus any shares subject to options held
by the person or entity in question that are currently exercisable or
exercisable within sixty days from April 19, 2002.

(2) Includes 64,550 shares of Class A Stock held in trust for the benefit of Dr.
Schleifer's two sons, of which Dr. Schleifer disclaims beneficial ownership.
Excludes 24,000 shares of Class A Stock held by the Schleifer Family Foundation,
a charitable foundation, of which Dr. Schleifer disclaims beneficial ownership.

(3) Includes 523,370 shares of Common Stock purchasable upon the exercise of
options granted under the 1990 and 2000 Long-Term Incentive Plans which are
exercisable or become so within sixty days from April 19, 2002 and 1,570 shares
of Common Stock held in an account under the Company's 401(k) Savings Plan.
Includes 1,800 shares held in trust for the benefit of Dr. Schleifer's two sons,
of which Dr. Schleifer disclaims beneficial ownership. Excludes 4,000 shares of
Common Stock held by the Schleifer Family Foundation, a charitable foundation,
of which Dr. Schleifer disclaims beneficial ownership.

(4) Includes 3,400 shares as to which he has sole voting and sole dispositive
power and 3,334,937 shares as to which he has shared voting power and shared
dispositive power.

(5) Includes 250 shares as to which he has sole voting power and sole
dispositive power and 3,334,937 shares as to which he has shared voting power
and shared dispositive power.

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PROPOSAL NO. 1: ELECTION OF
DIRECTORS

THE BOARD OF DIRECTORS PROPOSES THE ELECTION OF ALFRED G. GILMAN, M.D., PH.D.,
JOSEPH L. GOLDSTEIN, M.D., AND P. ROY VAGELOS, M.D. FOR A TERM OF THREE YEARS.

GENERAL

The Board of Directors is divided into three classes, denominated Class I, Class
II, and Class III, with members of each class holding office for staggered
three-year terms. There are currently three Class II Directors, whose terms
expire at the 2002 Annual Meeting, three Class III Directors, whose terms expire
at the 2003 Annual Meeting, and three Class I Directors, whose terms expire at
the 2004 Annual Meeting (in all cases subject to the election and qualification
of their successors and to their earlier death, resignation, or removal).

At each annual meeting of shareholders, the successors to directors whose terms
expire shall be elected to serve from the time of election and qualification
until the third annual meeting following their election and until a successor
has been duly elected and qualified. All of the nominees for Class II Directors
are currently Class II Directors of the Company. All of these nominees have
indicated a willingness to serve if elected, but if any should be unable or
unwilling to serve, proxies may be voted for substitute nominees designated by
the Board of Directors.

The following table contains information as of April 19, 2002 with respect to
the persons who currently serve on the Board and the persons who have been
nominated to serve new three-year terms as directors.

Served as a
Director Class
Name Age Position with the Company Since of Directors
---- --- ------------------------- ----------- ------------

P. Roy Vagelos, M.D. (1) 72 Chairman of the Board and Member 1995 II
of Scientific Advisory Board
Leonard S. Schleifer, M.D., Ph.D. 49 Director, Chief Executive Officer, 1988 I
and President
Eric M. Shooter, Ph.D. (1) 78 Director and Member of Scientific 1988 I
Advisory Board
Joseph L. Goldstein, M.D. (1) 62 Director and Member of Scientific 1991 II
Advisory Board
Alfred G. Gilman, M.D., 60 Director and Member of Scientific 1990 II
Ph.D. (1)(2) Advisory Board
George L. Sing (2)(3) 52 Director 1988 III
Charles A. Baker (2)(3) 69 Director 1989 III
Michael S. Brown, M.D. (1) 61 Director and Member of Scientific 1991 III
Advisory Board
George D. Yancopoulos, M.D., Ph.D. 42 Director, Executive Vice 2001 I
President, Chief Scientific
Officer, and President, Regeneron
Research Laboratories

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(1) Member of the Technology Committee.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

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BACKGROUND OF NOMINEES FOR CLASS II DIRECTORS

ALFRED G. GILMAN, M.D., PH.D., 60, a co-founder of the Company, has been a
Director of the Company since July 1990 and a member of the Scientific Advisory
Board since 1988. Dr. Gilman has been the Raymond and Ellen Willie Professor of
Molecular Neuropharmacology and Chairman of the Department of Pharmacology at
The University of Texas Southwestern Medical Center at Dallas since 1981 and was
named a Regental Professor in 1995. Dr. Gilman is a member of the National
Academy of Sciences. He is the Consulting Editor of "Goodman and Gilman's The
Pharmacological Basis of Therapeutics," the leading medical pharmacology
textbook. Dr. Gilman received the Nobel Prize for Physiology or Medicine in
1994. Dr. Gilman is a member of the Board of Directors of Eli Lilly & Company.

JOSEPH L. GOLDSTEIN, M.D., 62, has been a Director of the Company since June
1991 and a member of the Scientific Advisory Board since January 1988. Dr.
Goldstein has been the Professor of Medicine and Genetics and Chairman of the
Department of Molecular Genetics at The University of Texas Southwestern Medical
Center at Dallas for more than five years. Dr. Goldstein is a member of the
National Academy of Sciences. Drs. Goldstein and Brown jointly received the
Nobel Prize for Physiology or Medicine in 1985.

P. ROY VAGELOS, M.D., 72, has been Chairman of the Board of the Company and a
member of the Scientific Advisory Board since January 1995. Prior to joining
Regeneron, Dr. Vagelos was Chairman of the Board and Chief Executive Officer of
Merck & Co., Inc. He joined Merck in 1975, became a director in 1984, President
and Chief Executive Officer in 1985, and Chairman in 1986. Dr. Vagelos retired
from all positions with Merck in 1994. He is currently a member of the Board of
Directors of The Prudential Insurance Company.

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DIRECTORS WHOSE TERMS EXPIRE AT THE 2003 ANNUAL MEETING (CLASS III)

CHARLES A. BAKER, 69, has been a Director of the Company since February 1989. In
September 2000, Mr. Baker retired as Chairman, President, and Chief Executive
Officer of The Liposome Company, Inc., a position he had held since December
1989. During his career, Mr. Baker served in a senior management capacity in
various pharmaceutical companies, including tenures as Group Vice President,
Squibb Corporation (now Bristol-Myers Squibb) and President, Squibb
International. He also held various senior executive positions at Abbott
Laboratories and Pfizer, Inc. Mr. Baker currently is a member of the Board of
Directors of Progenics Pharmaceuticals, Inc. and Alcide Corporation.

MICHAEL S. BROWN, M.D., 61, has been a Director of the Company since June 1991
and a member of the Scientific Advisory Board since January 1988. Dr. Brown is
Professor of Medicine and Genetics and the Director of the Center for Genetic
Diseases at the University of Texas Southwestern Academy of Sciences. He is a
Director of Pfizer, Inc. His scientific contributions in cholesterol and lipid
metabolism were made in collaboration with Dr. Joseph L. Goldstein. Drs. Brown
and Goldstein jointly received the Nobel Prize for Physiology or Medicine in
1985.

GEORGE L. SING, 52, has been a Director of the Company since January 1988. Since
1998, he has been a Managing Director of Lancet Capital (formerly Caduceus
Capital Partners), a venture capital investment firm in the health care field.
From 1993 to 1998, Mr. Sing was a general partner of Zitan Capital Partners, an
investment and advisory firm. From February 1990 until February 1991, he served
as a consultant to Merrill Lynch Venture Capital Inc. From 1982 to February
1990, Mr. Sing was a Vice President and member of the Board of Directors of
Merrill Lynch Capital, Inc., a venture capital firm.

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DIRECTORS WHOSE TERMS EXPIRE AT THE 2004 ANNUAL MEETING (CLASS I)

LEONARD S. SCHLEIFER, M.D., PH.D., 49, founded the Company in 1988 and has been
its President and Chief Executive Officer since its inception and served as
Chairman of the Board from 1990 through 1994. In 1992, Dr. Schleifer was
appointed Clinical Professor of Neurology at the Cornell University Medical
School, and from 1984 to 1988 he was Assistant Professor at the Cornell
University Medical School in the Departments of Neurology and Neurobiology. Dr.
Schleifer is a licensed physician and is certified in Neurology by the American
Board of Psychiatry and Neurology.

ERIC M. SHOOTER, PH.D., 78, a co-founder of the Company, has been a Director and
a member of the Scientific Advisory Board since 1988. Dr. Shooter has been a
Professor at Stanford University School of Medicine since 1968. He was the
founding Chairman of the Department of Neurobiology at Stanford University
School of Medicine in 1975 and served as its Chairman until 1987. He is a Fellow
of the Royal Society of England and a member of the National Academy of
Sciences.

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BOARD COMMITTEES

The Company's Board of Directors has an Audit Committee of which Mr. Baker, Dr.
Gilman, and Mr. Sing are members. The Audit Committee is responsible for
reviewing the Company's financial results, the scope and results of audits, and
the evaluation of the Company's system of internal controls. It also recommends
the appointment of independent accountants. The duties and responsibilities of
the Audit Committee are more fully described in the Audit Committee Charter
which is attached as Exhibit A to this Proxy Statement. The Audit Committee is
comprised of directors who are not officers or employees of Regeneron.

The Board of Directors has a Compensation Committee of which Messrs. Baker and
Sing are members. The Compensation Committee has responsibility for
administering and approving cash compensation of all corporate officers and of
other employees of the Company, and for the administration of the Company's
Executive Stock Purchase Plan and 2000 Long-Term Incentive Plan. Members of this
committee are directors who are not officers or employees of Regeneron.

The Board of Directors also has a Technology Committee of which Drs. Brown,
Gilman, Goldstein, Shooter, and Vagelos are members. The Technology Committee
has the responsibility for reviewing the Company's scientific and medical
programs and policies. The Technology Committee members are also members of the
Regeneron Scientific Advisory Board.

During the last fiscal year, the Board of Directors held six meetings, the Audit
Committee held three meetings, the Compensation Committee held two meetings, and
the Technology Committee held one meeting. No director attended fewer than 75
percent of the number of Board of Directors meetings and meetings of committees
on which he served.

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AUDIT COMMITTEE REPORT

The Audit Committee has discussed with management of the Company the audited
financial statements of the Company for the year ended December 31, 2001, which
are included in the Company's Annual Report on Form 10-K. The Audit Committee
has discussed with the Company's independent accountants the matters required to
be discussed under Statements on Auditing Standards No. 61, which include, among
other items, matters related to the conduct of the audit of the Company's
financial statements. The Audit Committee also discussed with the independent
accountants their independence relative to the Company and received and reviewed
the written disclosures and the letter from the independent accountants required
by Independence Standards Board Standard No. 1 (which relates to the auditor's
independence from the Company).

Based on the foregoing discussions and review, the Audit Committee recommended
to the Board of Directors that the audited financial statements of the Company
for the year ended December 31, 2001 be included in the Company's Annual Report
on Form 10-K for filing with the Securities and Exchange Commission.

The Audit Committee also considered whether the services performed by
PricewaterhouseCoopers LLP not related to the audit of the financial statements
referred to above and to the reviews of the interim financial statements
included in the Company's Forms 10-Q for the quarters ended March 31, 2001, June
30, 2001, and September 30, 2001 are compatible with maintaining
PricewaterhouseCoopers LLP's independence, and concluded that they were.

The Audit Committee

George L. Sing, Chairman
Charles A. Baker
Alfred G. Gilman, M.D., Ph.D.

The Audit Committee Report in this Proxy Statement shall not be deemed filed or
incorporated by reference into any other filings by the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934 except to the
extent that the Company specifically incorporates this information by reference.

The aggregate fees for professional services performed by PricewaterhouseCoopers
LLP in connection with the annual audit of the Company's financial statements
for the year ended December 31, 2001 and the quarterly reviews of the Company's
financial statements for the quarters ended March 31, 2001, June 30, 2001 and
September 30, 2001 were $115,500, of which $46,000 was billed through December
31, 2001.

There were no fees billed by PricewaterhouseCoopers LLP during the year ended
December 31, 2001 for professional services performed in connection with
financial information systems design and implementation.

All other fees billed by PricewaterhouseCoopers LLP during the year ended
December 31, 2001 totaled $328,410. These were primarily related to professional
services performed in connection with the Company's public offerings of Common
Stock and Convertible Senior Subordinated Notes, plus additional services
related to advisory activities, tax planning and preparation, benefit plan
audit, and accounting advice.

-------------------------------------------------------------
COMPENSATION OF DIRECTORS

Non-employee directors receive an annual retainer of $5,000 and a payment of
$2,000 for each Board meeting attended in person or, once a year, by telephone
or video conference. No additional retainer is paid for committee service.
Directors who are not employees are reimbursed for their actual expenses
relating to their attendance at Board of Directors meetings. In 2001, the
Company paid Dr. Shooter $12,500 and Drs. Brown, Gilman, and Goldstein $25,000
each as members of the Scientific Advisory Board.

Pursuant to the Company's 1990 Long-Term Incentive Plan, which expired in 2000,
each member of the Board of Directors who was not at the time of grant an
employee of the Company or any subsidiary of the Company (an "Outside Director")
received an automatic

grant of an option to purchase 10,000 shares of Common Stock with an exercise
price per share equal to the fair market value of a share of Common Stock on the
date of grant. The grant occurred on March 1 of each year prior to the
expiration of the 1990 Long-Term Incentive Plan, including March 1, 2000.
Pursuant to the 2000 Long-Term Incentive Plan, each Outside Director receives an
automatic grant of an option to purchase 15,000 shares of Common Stock on
January 1 of each year, with an exercise price per share equal to the fair
market value of a share of Common Stock on the date of grant. Options granted to
Outside Directors under both the 1990 and 2000 Long-Term Incentive Plans are
exercisable as to one-third of the shares on the anniversary of the date of
grant on each of the three subsequent calendar years, and expire ten years
following the date of grant. If prior to the option's expiration or exercise the
grantee ceases to be a voting member of the Board of Directors, then the portion
of the option that at that time is not exercisable expires and the portion of
the option, if any, that is exercisable may be exercised during the three months
after the director ceases to be a voting member of the Board of Directors.

In accordance with an agreement dated as of January 8, 1995 between Dr. Vagelos
and the Company, Dr. Vagelos purchased 600,000 shares of Common Stock for
$300,000. He also received an option to purchase up to 285,000 shares of the
Company's Common Stock at the fair market value of the Common Stock as of the
date of grant, or $3.50 per share. On December 31, 1998, Dr. Vagelos entered
into a five-year employment agreement with Regeneron, pursuant to which,
effective January 1, 1999, he became a part-time employee. Dr. Vagelos did not
become an officer of Regeneron or change his title. His annual compensation as
an employee in 2001 was $100,000. In accordance with the employment agreement,
the Company in 1999 issued Dr. Vagelos an option, pursuant to the 1990 Long-Term
Incentive Plan, to purchase up to 162,500 shares of Common Stock at an exercise
price of $7.41 per share; the option vests over five years. In addition, the
Company agreed to recommend to the Compensation Committee that Dr. Vagelos be
granted additional stock option grants on or about January 1, 2000 through 2004
in the amount of the greater of (a) 125,000 shares or (b) 125% of the highest
annual option grant made to an officer of the Company at the time of each
respective year's annual grant to officers. On December 20, 1999, the Company
issued Dr. Vagelos an option, pursuant to the 1990 Long-Term Incentive Plan, to
purchase up to 187,500 shares of Common Stock at an exercise price of $8.77 per
share; the option vests over five years. On December 21, 2000, the Company
issued Dr. Vagelos an option, pursuant to the 2000 Long-Term Incentive Plan, to
purchase up to 250,000 shares of Common Stock at an exercise price of $37.78 per
share; the option vests over four years. On December 18, 2001, the Company
issued Dr. Vagelos an option, pursuant to the 2000 Long-Term Incentive Plan, to
purchase up to 312,500 shares of Common Stock at an exercise price of $28.01 per
share; the option vests over three years. If Dr. Vagelos dies or is disabled
while he is employed by Regeneron, all options granted by Regeneron to him will
immediately become exercisable at the time of death or disability.

EXECUTIVE COMPENSATION

Set forth below is information concerning the annual and long-term compensation
for services performed during each of the last three fiscal years for
Regeneron's Chief Executive Officer and its four other highest-compensated
executive officers (the "Named Officers").

SUMMARY COMPENSATION TABLE

----------------------------------------------------------------------
Long Term
Compensation
Annual Compensation Awards
----------------------------------------------------
Securities Restricted
Underlying Stock All Other
Year Salary Bonus Options(1) Awards(2) Compensation(3)
Name and Principal Position ---- -------- -------- ---------- ---------- ---------------

Leonard S. Schleifer, M.D., Ph.D. 2001 $538,269 $250,000 250,000 0 $6,770
President and Chief Executive Officer 2000 $449,617 $140,000 200,000 0 $6,740
1999 $430,000 $120,000 250,000 0 $6,440

George D. Yancopoulos, M.D., Ph.D. 2001 $423,942 $100,000 200,000 $259,780 $5,100
Executive Vice President, Chief 2000 $369,038 0 1,000,000 0 $5,100
Scientific Officer, and President, 1999 $320,000 0 200,000 0 $4,800
Regeneron Research Laboratories

Murray A. Goldberg 2001 $274,409 $ 25,000 50,000 $100,024 $5,100
Senior Vice President, Finance & 2000 $244,577 $ 10,000 40,000 $ 80,887 $5,100
Administration, Chief Financial 1999 $223,000 0 80,000 0 $4,800
Officer,
Treasurer, and Assistant Secretary

Randall R. Rupp, Ph.D. 2001 $249,500 0 30,000 $ 54,003 $5,100
Senior Vice President, Manufacturing 2000 $223,711 0 30,000 $ 56,028 $5,100
and Process Sciences 1999 $209,000 0 70,000 0 $4,800

Neil Stahl, Ph.D. 2001 $254,423 $ 25,000 100,000 $100,024 $5,100
Senior Vice President, Preclinical 2000 $224,039 0 50,000 $ 74,275 $5,100
Development and Biomolecular Science 1999 $175,000 0 90,000 0 $4,800
----------------------------------------------------------------------

---------------

(1) In 1999, eligible employees and officers received a stock option grant in
January 1999 for performance in 1998 and a stock option grant in December 1999
for performance in 1999. In 2000, eligible employees and officers received a
stock option grant in December 2000 for performance in 2000. In 2001, eligible
employees and officers received a stock option grant in December 2001 for
performance in 2001. All options granted expire ten years from the date of
grant. All options granted in 1999 and 2000 become exercisable ratably over five
years beginning one year from the date of grant. All options granted in 2001
become exercisable ratably over four years beginning one year from the date of
grant.

(2) The amounts shown in this column represent the dollar value of restricted
Common Stock on the date of the grant of the restricted stock. All grants of
restricted stock are made under the Company's 2000 Long-Term Incentive Plan. All
restricted stock awards vest ratably every six-months over a two-year period
from on or about the date of grant.

In December 2000, Mr. Goldberg received a grant of 2,141 shares of restricted
stock, Dr. Rupp received a grant of 1,483 shares of restricted stock, and Dr.
Stahl received a grant of 1,966 shares of restricted stock.

In January 2001, Dr. Yancopoulos received a grant of 3,232 shares of restricted
stock.

In December 2001, Dr. Yancopoulos received a grant of 5,356 shares of restricted
stock, Mr. Goldberg received a grant of 3,571 shares of restricted stock, Dr.
Stahl received a grant of 3,571 shares of restricted stock, and Dr. Rupp
received a grant of 1,928 shares of restricted stock.

As of December 31, 2001, the aggregate number of shares of restricted stock held
by the Named Officers of the Company, and the dollar value of such shares, was:
Dr. Schleifer, 0 shares ($0); Dr. Yancopoulos, 7,780 shares ($219,085); Mr.
Goldberg, 5,176 shares ($145,756); Dr. Rupp, 3,040 shares ($85,606); and Dr.
Stahl, 5,045 shares ($142,067). The dollar values are based on the closing price
of Common Stock on December 31, 2001, as reported on the Nasdaq Stock Market.

(3) Represents a matching Company contribution under the Regeneron
Pharmaceuticals, Inc. 401(k) Savings Plan. For Dr. Schleifer, the amount also
represents life insurance premiums paid by the Company on behalf of Dr.
Schleifer.

OPTIONS

All options to purchase Regeneron Common Stock granted to the Named Officers for
2001 and prior years have been granted under the Company's 1990 and 2000
Long-Term Incentive Plans. Set forth below is information about grants of
options during 2001 to the Named Officers. No Stock Appreciation Rights,
Incentive Stock Rights, or Incentive Unit Rights have been granted by the
Company.

OPTIONS GRANTED IN LAST FISCAL YEAR

-------------------------------------------------------------------------------------------------
Potential Realizable
Value
at Assumed Annual
Number of Percent of Rates
Securities Total Options of Stock Price
Underlying Granted to Exercise Appreciation for
Options Employees Price Expiration Option Term
Granted (#)(1) In Fiscal Year ($/Share) Date 5% ($) 10% ($)
Name -------------------------------------------------------------------------------------------------

Leonard S. Schleifer, M.D., 250,000 11.3% $28.01 12/18/11 4,403,835 11,160,182
Ph.D.
George D. Yancopoulos, M.D., 3,570 0.2% $28.01 12/18/11 62,887 159,367
Ph.D. 196,430 8.9% $28.01 12/18/11 3,460,181 8,768,778
Murray A. Goldberg 50,000 2.3% $28.01 12/18/11 880,767 2,232,036
Randall R. Rupp, Ph.D. 30,000 1.4% $28.01 12/18/11 528,460 1,339,222
Neil Stahl, Ph.D. 100,000 4.5% $28.01 12/18/11 1,761,534 4,464,073
-------------------------------------------------------------------------------------------------

---------------
(1) All options granted expire ten years from the date of grant and become
exercisable ratably over four years beginning one year from the date of grant.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table shows information with respect to the Named Officers
concerning options exercised during 2001 and the value of stock options held as
of the end of 2001.

-----------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired on Value Options at Options at
Name Exercise (#) Realized ($) Fiscal Year-End (#) Fiscal Year-End ($)(1)
-----------------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Leonard S. Schleifer, M.D., Ph.D. 0 0 508,000 672,000 8,176,731 5,504,321
George D. Yancopoulos, M.D., Ph.D. 25,500 448,620 587,550 1,279,200 11,653,255 4,489,340
Murray A. Goldberg 0 0 110,800 147,000 2,009,568 1,373,330
Randall R. Rupp, Ph.D. 13,500 405,316 134,000 112,000 2,874,690 1,209,620
Neil Stahl, Ph.D. 9,000 230,148 120,500 206,000 2,278,400 1,415,890
-----------------------------------------------------------------------------------------------------------------------------

---------------
(1) Based on the average of the high and low sales price of the Company's Common
Stock on December 31, 2001, as reported on the Nasdaq Stock Market, of $28.81,
less the exercise price.

-------------------------------------------------------------

-------------------------------------------------------------
EMPLOYMENT AGREEMENTS

On February 12, 1998, the Company entered into an employment agreement with
Leonard S. Schleifer, M.D., Ph.D. providing for his employment with the Company
through December 31, 2002. During the term of his employment, the Company will
pay Dr. Schleifer a base salary of $410,000 (retroactive to January 1, 1998),
with such increases as may be determined by the Compensation Committee and
approved by the Board of Directors. Under his employment agreement, Dr.
Schleifer may participate in all Company benefit and incentive programs. During
his employment term, the Company will maintain life insurance on Dr. Schleifer's
life in the amount of $1,000,000 payable to beneficiaries designated by Dr.
Schleifer. Also under the employment agreement, the Company has agreed that in
the event that Dr. Schleifer's employment is terminated other than for cause (as
defined in the agreement) or is terminated by Dr. Schleifer for good reason (as
defined in the agreement to include specified acts of constructive termination,
as well as the first year following a change in control of the Company)
(collectively, an "Involuntary Termination"), the Company will pay Dr. Schleifer
his base salary for 15 months, continue to provide Dr. Schleifer and his
dependents medical, dental, and life insurance for 18 months, and accelerate
certain otherwise unexercisable stock options granted to Dr. Schleifer. Upon an
Involuntary Termination within three years after a change in control of the
Company or within three months prior thereto, the Company will pay Dr. Schleifer
an amount equal to two times his base salary in effect, continue to provide Dr.
Schleifer and his dependents medical, dental, and life insurance for 24 months,
and accelerate certain otherwise unexercisable stock options granted to Dr.
Schleifer. Notwithstanding the foregoing, if payments resulting from the change
in ownership as defined in Section 280G(b)(2) of the Internal Revenue Code
exceed certain thresholds, the amounts and benefits provided under the
employment agreement will be automatically reduced to an amount that would not
subject Dr. Schleifer to the excise tax under Section 4999 of the Internal
Revenue Code or the Company to a loss of deductibility under Section 280G.

On March 6, 2000, the Company entered into an employment agreement with George
D. Yancopoulos, M.D., Ph.D. providing for his employment with the Company
through March 5, 2005. During the term of employment, the Company will pay Dr.
Yancopoulos an annual base salary of $370,000, with such increases as may be
determined by the Compensation Committee and approved by the Board of Directors.
Dr. Yancopoulos is also entitled to participate in all Company benefit plans and
incentive plans provided to similarly situated executives of the Company. The
employment agreement provides that in the event that Dr. Yancopoulos's
employment is terminated (i) by the Company without cause, as defined in the
employment agreement, (ii) by reason of the executive's death, or (iii) by
reason of the executive's disability, as determined in good faith by the Board,
Dr. Yancopoulos, or his estate as the case may be, will continue to be paid his
base salary and benefits payable under the agreement for the lesser of one year
or the remainder of the term of the agreement. Under the employment agreement,
Dr. Yancopoulos has agreed that he will not engage in activities which are in
competition with the Company for a period of one year following the termination
of his active employment with the Company.

For a description of the Company's employment agreement with P. Roy Vagelos,
M.D., see "Compensation of Directors."

-------------------------------------------------------------
INDEBTEDNESS OF NAMED OFFICERS

In August 1994, the Company loaned Dr. Yancopoulos $60,000. The loan is
evidenced by a promissory note bearing interest at the rate of 6.83% per year.
The loan, including all accrued interest, becomes due and payable on August 21,
2004, unless Dr. Yancopoulos's employment with the Company terminates prior to
that date.

-------------------------------------------------------------
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

The Company's executive compensation program is administered by the Compensation
Committee, which is comprised of two directors. Subject to approval by the Board
of Directors, the Compensation Committee is responsible for (among other things)
determining the compensation package of each executive officer. The Compensation
Committee considers the views and recommendations of other directors, including
those of Dr. Schleifer, in making decisions regarding the compensation of the
Company's executive officers.

The Company's executive compensation program is designed to promote the
achievement of the Company's business objectives and, thereby, to maximize
long-term corporate performance and shareholder value. The compensation of the
executive officers consists of a combination of base salary, bonuses, and
long-term stock-based incentives through the Company's 2000 Long-Term Incentive
Plan. The Compensation Committee believes it is important for stock incentives
to constitute a significant portion of the compensation package in order to help
align executive and shareholder interests.

In determining the total amount and mixture of the compensation package for each
executive officer, including Dr. Schleifer and the other Named Officers, the
Compensation Committee and the Board consider nu-

merous factors, the most important of which are (i) the Company's needs and
objectives, including attracting, motivating, and retaining key management
personnel, (ii) individual performance, including the expected contribution to
the Company's objectives of each executive officer, (iii) compensation of
persons holding comparable positions, including data obtained from outside
studies and proxy materials on the payment of executive officers at comparable
companies, as well as the Company's most direct competitors, and (iv) the
overall value to each executive of his or her compensation package. No specific
numerical weight is given to any of these factors.

The 2001 base salaries of the Named Officers as a group (other than Dr.
Schleifer) increased by an average of 13.04 percent over 2000. These increases
were made in January 2001 and reflected the Committee's review in late 2000 of
individual performance (including promotions) and internal and outside
compensation studies of competitive and regional factors.

Dr. Schleifer's 2001 compensation package was based on the same factors as
described above for all executive officers pursuant to the Company's executive
compensation objectives. In 2001, Dr. Schleifer's base salary increased 19.72
percent over 2000. In addition, the Compensation Committee directed that Dr.
Schleifer be paid a bonus of $250,000 in 2001 based on his achievements in 2000.
The Compensation Committee considered the Company's progress in its preclinical
and clinical programs, and other significant accomplishments that occurred
during 2000. These achievements were guided and managed by Dr. Schleifer and the
Named Officers.

Section 162(m) of the Internal Revenue Code limits the deductibility of
compensation over $1 million to the Chief Executive Officer and the other Named
Officers unless certain conditions are met. The Company's Chief Executive
Officer and the other Named Officers have not received compensation over $1
million.

The Compensation Committee

Charles A. Baker, Chairman
George L. Sing

-------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There is no information required to be disclosed by Item 404 of Regulation S-K
under the Securities Act of 1933. This Item requires disclosure of certain
transactions between Regeneron or a subsidiary of Regeneron and a director,
officer, or holder of five percent of any class of Regeneron voting securities
(or any member of the immediate family of the foregoing persons).

--------------------------------------------------------------------------------
PERFORMANCE GRAPH

Set forth below is a line graph comparing the cumulative total stockholder
return on the Company's Common Stock with the cumulative total return of (i) The
Nasdaq Pharmaceutical Stocks Index and (ii) The Nasdaq Stock Market (U.S.) Index
for the period from December 31, 1996 through December 31, 2001.

[PERFORMANCE LINE GRAPH]

12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------- -------- -------- -------- -------- --------

Regeneron $100 $ 55 $ 45 $ 82 $243 $184
Nasdaq Pharm 100 103 131 247 308 262
Nasdaq-US 100 122 151 213 395 238

The above graph assumes $100 investments on December 31, 1996 in the Company's
Common Stock, The Nasdaq Pharmaceutical Stocks Index, and The Nasdaq Stock
Market (U.S.) Index, with all dividends reinvested.

-------------------------------------------------------------
OFFICERS OF THE REGISTRANT

All officers of the Company are appointed annually and serve at the pleasure of
the Board of Directors. The names, positions, ages, and background of the
Company's senior managers, are set forth below:

LEONARD S. SCHLEIFER, M.D., PH.D., 49, founded the Company in 1988 and has been
its President and Chief Executive Officer since its inception and served as
Chairman of the Board from 1990 through 1994. In 1992, Dr. Schleifer was
appointed Clinical Professor of Neurology at the Cornell University Medical
School, and from 1984 to 1988 he was Assistant Professor at the Cornell
University Medical School in the Departments of Neurology and Neurobiology. Dr.
Schleifer received his M.D. and Ph.D. in Pharmacology from the University of
Virginia. Dr. Schleifer is a licensed physician and is certified in Neurology by
the American Board of Psychiatry and Neurology. Dr. Schleifer is a member of the
Board of Directors of the Biotechnology Industry Organization.

GEORGE D. YANCOPOULOS, M.D., PH.D., 42, has been Executive Vice President, Chief
Scientific Officer, and President, Regeneron Research Laboratories since
December 2000. Prior to that date, he was Senior Vice President, Research, a
position he held since June 1997, and Chief Scientific Officer, a position he
held since January 1998. Dr. Yancopoulos was Vice President Discovery from
January 1992 until June 1997, Head of Discovery from January 1991 to January
1992, and Senior Staff Scientist from March 1989 to January 1991. He received
his Ph.D. in Biochemistry and Molecular Biophysics and his M.D. from Columbia
University. In a 1997 survey by the Institute for Scientific Information, he was
listed among the 11 most highly cited scientists and was the only non-academic
scientist in that group.

MURRAY A. GOLDBERG, 57, has been Senior Vice President, Finance and
Administration, Chief Financial Officer, Treasurer, and Assistant Secretary
since December 2000. Prior to that date, he was Vice President, Finance and
Administration, Chief Financial Officer, and Treasurer, positions he held since
March 1995, and Assistant Secretary, a position he held since January 2000.
Prior to joining the Company, Mr. Goldberg was Vice President, Finance,
Treasurer, and Chief Financial Officer of PharmaGenics, Inc. from February 1991
and a Director of that company from May 1991. From 1987 to 1990, Mr. Goldberg
was Managing Director, Structured Finance Group at the Chase Manhattan Bank,
N.A. and from 1973 to 1987 he served in various managerial positions in finance
and corporate development at American Cyanimid Company. Mr. Goldberg received
his M.B.A. from the University of Chicago and a M.Sc. in Economics from the
London School of Economics.

RANDALL G. RUPP, PH.D., 54, has been Senior Vice President, Manufacturing and
Process Sciences since December 2000. Prior to that date, he was Vice President,
Manufacturing and Process Science, a position he held since January 1992. Dr.
Rupp was director of manufacturing from July 1991 until December 1992. He
received his Ph.D. in Biomedical Sciences from the University of Texas, M.D.
Anderson Hospital and Tumor Institution, Houston.

NEIL STAHL, PH.D., 45, has been Senior Vice President, Preclinical Development
and Biomolecular Science since December 2000. Prior to that date, he was Vice
President, Preclinical Development and Biomolecular Sciences, a position he held
since January 2000. He joined the Company in 1991. Before becoming Vice
President, Biomolecular Sciences in July 1997, Dr. Stahl was Director, Cytokines
and Signal Transduction. Dr. Stahl received his Ph.D. in Biochemistry from
Brandeis University.

-------------------------------------------------------------
PROPOSAL NO. 2: AMENDMENTS TO 2000 LONG-TERM INCENTIVE PLAN

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENTS TO THE
2000 LONG-TERM INCENTIVE PLAN.

On June 9, 2000, the Company's shareholders adopted and approved the Company's
2000 Long-Term Incentive Plan (the "2000 Plan") and 6,000,000 shares of Common
Stock were reserved for issuance thereunder. As of April 19, 2002, 1,118,235
shares remained available for issuance under the 2000 Plan.

The Board of Directors recommends amending the 2000 Plan to increase by
5,000,000 shares the maximum number of shares of Common Stock that may be issued
under the 2000 Plan and to reserve such number of shares for issuance under the
2000 Plan. In addition, the Board of Directors recommends amending the 2000 Plan
to include for issuance under the 2000 Plan shares of Common Stock previously
approved by shareholders for issuance under the Company's 1990 Long-Term
Incentive Plan (the "1990 Plan") that are not issued under the 1990 Plan. Such
shares of Common Stock to be contributed from the 1990 Plan may not be issued in
connection with the exercise of incentive stock options awarded under the 2000
Plan. The 1990 Plan expired during 2000 and no new awards may be granted
thereunder.

Shares of Common Stock previously reserved for issuance under the 1990 Plan may
be unissued for various reasons, including forfeiture of awards previously made
under the 1990 Plan or the use of shares by a participant to pay the exercise
price of a stock option granted under the 1990 Plan. As of April 19, 2002, there
were 236,385 shares under the 1990 Plan that were unissued and not reserved for
outstanding awards granted under the 1990 Plan. The number of such shares likely
will increase over time as additional awards under the 1990 Plan are forfeited
or additional shares are used by participants to satisfy the exercise price of
stock options.

On April 8, 2002, the Board of Directors, at the recommendation of the
Compensation Committee and subject to shareholder approval, adopted these
amendments to the 2000 Plan to replenish the awards available for grant in order
for the Company to continue to meet its objective of securing, motivating and
retaining qualified officers and employees, and of compensating non-employee
directors.

DESCRIPTION OF PRINCIPAL FEATURES OF THE 2000 PLAN

The 2000 Plan is administered by the Compensation Committee of the Board of
Directors (the "Committee"). Each member of the Committee is a "non-employee
director" (within the meaning of Rule 16b-3 promulgated under Section 16 of the
Securities Exchange Act of 1934, as amended) and an "outside director" (within
the meaning of Section 162(m) of the Internal Revenue Code).

The 2000 Plan may be amended by the Board of Directors, subject to shareholder
approval where necessary, to satisfy certain regulatory requirements. The 2000
Plan will terminate not later than the close of business on April 24, 2010.
However, awards granted before the termination of the 2000 Plan may extend
beyond that date in accordance with their terms.

There are generally four types of awards that may be granted under the 2000
Plan: Stock Options (including both incentive stock options ("ISOs") within the
meaning of Section 422 of the Internal Revenue Code and nonqualified stock
options ("NQSOs"), which are options that do not qualify as ISOs), Restricted
Stock, Phantom Stock, and Stock Bonus awards. In addition, the Committee in its
discretion may make other awards valued in whole or in part by reference to, or
otherwise based on, Common Stock.

Prior to the effectiveness of the proposed amendments, there were reserved for
issuance under the 2000 Plan a

total of 6,000,000 shares of Common Stock. As of April 19, 2002, 1,118,235
shares remained available for issuance under the 2000 Plan. If the proposed
amendments are approved, an additional 5,000,000 shares of Common Stock will be
reserved for issuance under the 2000 Plan plus shares of Common Stock previously
approved by shareholders for issuance under the 1990 Plan (which expired during
2000) that are unissued and not reserved for outstanding Options granted under
the 1990 Plan. Shares contributed from the 1990 Plan may not be issued in
connection with the exercise of ISOs awarded under the 2000 Plan. All of the
shares reserved for issuance under the 2000 Plan are generally subject to
equitable adjustment upon the occurrence of any stock dividend or other
distribution, recapitalization, stock split, subdivision, reorganization,
merger, consolidation, combination, repurchase or share exchange, or other
similar corporate transaction or event. The maximum number of shares of Common
Stock that may be the subject of awards to a participant in any year is
1,000,000, except that such number is 1,500,000 with respect to an employee's
initial year of employment with the Company.

Officers of the Company, including the Named Officers, employees, consultants
and non-employee directors of the Company are eligible to receive awards under
the 2000 Plan in the discretion of the Committee.

Awards become exercisable or otherwise vest at the times and upon the conditions
that the Committee may determine, as reflected in the applicable award
agreement. The Committee has the authority to accelerate the vesting and/or
exercisability of any outstanding award at such times and under such
circumstances as it, in its sole discretion, deems appropriate (for instance,
upon a "Change in Control" of the Company, as defined in the 2000 Plan). Because
awards under the 2000 Plan are discretionary (other than annual grants to
non-employee directors described under "Non-employee Director Awards" below), it
is not possible to determine the size of future awards.

Stock Options. Options entitle the holder to purchase shares of Common Stock
during a specified period at a purchase price specified by the Committee (but in
the case of an ISO, at a price not less than 100% of the fair market value of
the Common Stock on the day the ISO is granted). Each Option granted under the
Plan will be exercisable for a period of 10 years from the date of grant, or
such lesser period as the Committee shall determine. Options may be exercised,
in whole or in part, by the payment of cash of the full option price of the
shares purchased, by tendering shares of Common Stock with a fair market value
equal to the option price of the shares purchased, or by other methods in the
discretion of the Committee. The 2000 Plan provides that, unless otherwise
determined by the Committee, an Option shall vest with respect to 20% of the
Option on the first anniversary of the date of grant and with respect to an
additional 20% on each of the next four anniversaries thereof. In 2001, the
Committee determined that Options granted under the 2000 Plan in 2001 would vest
ratably over four years, with 25% of the Option vesting on each of the first
four anniversaries of the date of grant. Options that are exercisable as of the
date of a participant's termination of service with the Company may be exercised
after such date for the period set forth in the Option agreement or as otherwise
determined by the Committee. In the event of the death of a participant, any
unexercisable Options held by such participant shall become duly exercisable by
the participant's heirs or personal representatives. Options held by a
participant upon termination from the company's service for "Cause" (as defined
in the 2000 Plan) shall immediately expire (whether or not then exercisable).
The Committee may provide that a participant who delivers shares of Common Stock
to exercise an Option will automatically be granted new Options for the number
of shares delivered to exercise the Option ("Reload Options"). Reload Options
will be subject to the same terms and conditions as the related Option (except
that the exercise price generally will be the fair market value of the Common
Stock on the date the Reload Option is granted).

Restricted Stock. Restricted Stock awards consist of a grant of shares of
restricted Common Stock. The Committee may determine the price, if any, to be
paid by a participant for each share of Restricted Stock subject to an award. A
holder of Restricted Stock may vote and, if the participant remains in the
service of the Company throughout the "Restricted Period" as defined in the 2000
Plan (the "Restricted Period"), he or she may generally receive all dividends on
all such shares. However, such holder may not transfer such shares during the
Restricted Period. If for any reason during the Restricted Period a holder of
Restricted Stock ceases to be in the service of the Company, the holder may (and
if the termination is on account of "Cause" as defined in the 2000 Plan, shall)
be required to transfer to the Company such Restricted Stock together with any
dividends paid thereon. Consistent with Section 162(m) of the Internal Revenue
Code, the 2000 Plan provides that (i) restrictions on Restricted Stock may, in
the sole discretion of the Committee, lapse upon the achievement of certain
pre-established performance goals based upon the criteria described below, and
(ii) the maximum number of such performance based Restricted Stock awards that
may be granted to an employee in any year is 200,000.

The 2000 Plan provides that performance goals will be based on one or more of
the following criteria: (1) return on total shareholder equity; (2) earnings per
share of Common Stock; (3) net income (before or after taxes); (4) earnings
before interest, taxes, depreciation and amortization; (5) revenues; (6) return
on assets; (7) market share; (8) cost reduction goals; (9) any combination of,
or a specified increase in, any of the foregoing; (10) the achievement of
certain target levels of discovery and/or development of products, including
without limitation, the regulatory approval of new products; (11) the
achievement of certain target levels of sales of new products or licensing in or
out of new drugs; (12) the formation of joint ventures, research or development
collaborations, or the completion of other corporate

transactions; and (13) such other criteria as the shareholders of the Company
may approve. In addition, such performance goals may be based upon the
attainment of specified levels of Company performance under one or more of the
measures described above relative to the performance of other corporations. To
the extent permitted under Section 162(m) of the Internal Revenue Code
(including, without limitation, compliance with any requirements for shareholder
approval), the Committee may designate additional business criteria on which the
performance goals may be based or adjust, modify, or amend the aforementioned
business criteria.

Phantom Stock. A Phantom Stock award is an award of the right to receive cash
or Common Stock at a future date, subject to such restrictions, if any, as the
Committee may impose at the date of grant or thereafter, which restrictions may
lapse separately or in combination at such times, under such circumstances
(including without limitation a specified period of employment or the
satisfaction of the performance goals described above), in such installments, or
otherwise, as the Committee may determine. The grant of a Phantom Stock award
shall not reduce the number of shares of Common Stock with respect to which
awards may be granted under the 2000 Plan.

Stock Bonus. If the Committee grants a Stock Bonus award, a certificate for the
shares of Common Stock constituting such Stock Bonus shall be issued in the name
of the participant to whom such grant was made and delivered to the participant
as soon as practicable after the date on which such Stock Bonus is payable.

Non-employee Director Awards. On January 1 of each calendar year, each then
serving non-employee director of the Company will be granted a NQSO to purchase
15,000 shares of Common Stock at the fair market value of such shares at the
time of grant; such NQSOs shall become exercisable as 33 1/3% of the shares
covered thereby on each of the first, second, and third anniversaries of the
date of grant, and shall expire (if not earlier terminated) on the tenth
anniversary of the date of grant. In addition, a non-employee director may
receive such other awards approved by a majority of the Board of Directors.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Set forth below is a discussion of certain federal income tax consequences with
respect to Options that may be granted pursuant to the 2000 Plan. The following
discussion is a brief summary only, and reference is made to the Internal
Revenue Code and the regulations and interpretations issued thereunder for a
complete statement of all relevant federal tax consequences. This summary is not
intended to be exhaustive and does not describe state, local, or foreign tax
consequences of participation in the 2000 Plan.

Incentive Stock Options. In general, no taxable income is realized by a
participant upon the grant of an incentive stock option, within the meaning of
Section 422 of the Code. If shares of Common Stock are issued to a participant
("Option Shares") pursuant to the exercise of an ISO granted under the Plan and
the participant does not dispose of the Option Shares within the two-year period
after the date of grant or within one year after the receipt of such Option
Shares by the participant (a "disqualifying disposition"), then, generally (i)
the participant will not realize ordinary income upon exercise and (ii) upon
sale of such Option Shares, any amount realized in excess of the exercise price
paid for the Option Shares will be taxed to such participant as capital gain (or
loss). Long-term capital gain of a participant is generally subject to a maximum
tax rate of 20% in respect of property held for more than one year. The amount
by which the fair market value of the Common Stock on the exercise date of an
ISO exceeds the purchase price generally will constitute an item which increases
the participant's "alternative minimum taxable income".

If Option Shares acquired upon the exercise of an ISO are disposed of in a
disqualifying disposition, the participant generally would include in ordinary
income in the year of disposition an amount equal to the excess of the fair
market value of the Option Shares at the time of exercise (or, if less, the
amount realized on the disposition of the Option Shares), over the exercise
price paid for the Option Shares.

Subject to certain exceptions, an ISO generally will not be treated as an ISO if
it is exercised more than three months following termination of employment. If
an ISO is exercised at a time when it no longer qualifies as an ISO, such option
will be treated as an NQSO as discussed below.

Nonqualified Stock Options. In general, no taxable income is realized by a
participant upon the grant of an NQSO. Upon exercise of an NQSO, the participant
generally would include in ordinary income at the time of exercise an amount
equal to the excess, if any, of the fair market value of the Option Shares at
the time of exercise over the exercise price paid for the Option Shares.

In the event of a subsequent sale of Option Shares received upon the exercise of
an NQSO, any appreciation or depreciation after the date on which taxable income
is realized by the participant in respect of the option exercise will be taxed
as capital gain in an amount equal to the excess of the sale proceeds for the
Option Shares over the participant's basis in such Option Shares. The
participant's basis in the Option Shares will generally equal the amount paid
for the Option Shares plus the amount included in ordinary income by the
participant upon exercise of the nonqualified option described in the
immediately preceding paragraph.

-------------------------------------------------------------
PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
PRICEWATERHOUSECOOPERS LLP.

The Board of Directors, at the recommendation of the Audit Committee, has
selected PricewaterhouseCoopers LLP as the Company's independent accountants for
the fiscal year ending December 31, 2002. This appointment is subject to the
approval of the Company's shareholders. Accordingly, the following resolution
will be offered at the Annual Meeting:

"RESOLVED, that the appointment, by the Board of Directors of Regeneron
Pharmaceuticals, Inc., of PricewaterhouseCoopers LLP as the independent
accountants of the Company for the year ending December 31, 2002 is hereby
approved."

PricewaterhouseCoopers LLP has been the Company's independent accountants for
the past thirteen years and has advised the Company that it will have in
attendance at the Annual Meeting a representative who will be afforded an
opportunity to make a statement, if such representative desires to do so, and
will respond to appropriate questions presented at the Annual Meeting.

Proxies solicited by management will be voted "FOR" ratification of the
selection of PricewaterhouseCoopers LLP as independent accountants unless
shareholders indicate in their proxies their desire to have their shares voted
"AGAINST" such ratification.

-------------------------------------------------------------
OTHER MATTERS

The Board of Directors of the Company does not intend to present any other items
of business and knows of no other items of business that are likely to be
brought before the Annual Meeting, except those set forth in the accompanying
Notice of the Annual Meeting of Shareholders. However, if any other matters
should properly come before the Annual Meeting, the persons named in the
enclosed proxy will have discretionary authority to vote such proxy on such
matters in accordance with their best judgment.

-------------------------------------------------------------
SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING OF SHAREHOLDERS

A shareholder wishing to present a proposal at the 2003 Annual Meeting of
Shareholders must submit the proposal in writing and be received by the Company
at its principal executive offices (777 Old Saw Mill River Road, Tarrytown, New
York 10591) by January 10, 2003 in order for such proposal to be considered for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting.

-------------------------------------------------------------
COST OF SOLICITATION

This solicitation is made on behalf of the Board of Directors of the Company.
The cost of solicitation of proxies in the accompanying form will be paid by the
Company. The Company will also, pursuant to regulations of the Securities and
Exchange Commission, make arrangements with brokerage houses and other
custodians, nominees, and fiduciaries to send proxies and proxy materials to
their principals and will reimburse them for their reasonable expenses in so
doing. In addition to solicitation by use of the mails, certain directors,
officers, and employees of the Company may solicit the return of proxies by
telephone, telegram, or personal interviews.

By Order of the Board of Directors,

/s/ Stuart A. Kolinski

Stuart A. Kolinski
Secretary
Tarrytown, New York
May 10, 2002

EXHIBIT A

CHARTER OF THE AUDIT COMMITTEE
OF THE
BOARD OF DIRECTORS OF
REGENERON PHARMACEUTICALS, INC.
AS ADOPTED BY THE BOARD
ON JUNE 9, 2000
--------------------------------------------------------------------------------

I. AUTHORITY

The Audit Committee (the "Committee") of the Board of Directors (the "Board") of
Regeneron Pharmaceuticals, Inc. (the "Corporation") is established pursuant to
Article II, Section 4 of the Corporation's Bylaws and Section 712 of the New
York Business Corporation Law. The Committee shall be comprised of three or more
directors as determined from time to time by resolution of the Board. Consistent
with the appointment of other Board committees, the members of the Committee
shall be elected by the Board at the annual organizational meeting of the Board
or at such other time as may be determined by the Board. The Chairman of the
Committee shall be designated by the Board, provided that if the Board does not
so designate a Chairman, the members of the Committee, by majority vote, may
designate a Chairman. The presence in person or by telephone of a majority of
the Committee's members shall constitute a quorum for any meeting of the
Committee. All actions of the Committee will require the vote of a majority of
its members present at a meeting of the Committee at which a quorum is present.

II. PURPOSE OF THE COMMITTEE

The Committee's purpose is to provide assistance to the Board in fulfilling its
legal and fiduciary obligations with respect to matters involving the
accounting, auditing, financial reporting and internal control functions of the
Corporation.

The Committee shall oversee the audit efforts of the Corporation's independent
accountants and, in that regard, shall take such actions as it may deem
necessary to satisfy itself that the Corporation's accountants are independent
of management. It is the objective of the Committee to maintain free and open
means of communications among the Board, the independent accountants and the
financial and senior management of the Corporation.

III. COMPOSITION OF THE COMMITTEE

(a) Each member of the Committee shall be an "independent" director within the
meaning of the Nasdaq Stock Exchange (the "Nasdaq") rules and, as such, shall be
free from any relationship that may interfere with the exercise of his or her
independent judgment as a member of the Committee. Notwithstanding the
foregoing, as permitted by the Nasdaq rules, under exceptional and limited
circumstances, one director who does not meet certain of the criteria for
"independence" may be appointed to the Committee if the Board determines in its
business judgment that membership on the Committee by such person is required by
the best interests of the Corporation and its stockholders and the Corporation
discloses in the annual proxy statement the nature of such person's relationship
and the reasons for the Board's determination. All members of the Committee
shall be financially literate at the time of their election to the Committee or
shall become financially literate within a reasonable period of time after their
appointment to the Committee. "Financial literacy" shall be determined by the
Board in the exercise of its business judgment, and shall include a working
familiarity with basic finance and accounting practices and an ability to read
and understand fundamental financial statements. At least one member of the
Committee shall have past employment experience in finance or accounting,
requisite professional certification in accounting or any other comparable
experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or senior officer with financial oversight responsibilities.
Committee members, if they or the Board deem it appropriate, may enhance their
understanding of finance and accounting by participating in educational programs
conducted by the Corporation or an outside consultant or firm.

(b) Upon any changes in the composition of the Committee and otherwise
approximately once each year, the Committee shall ensure that the Corporation
provides Nasdaq with written confirmation regarding:

(i) any determination that the Board has made regarding the independence
of the Committee members;

(ii) the financial literacy of the Committee members;

(iii) the determination that at least one of the Committee members has
accounting or related financial management expertise; and

(iv) the annual review and reassessment of the adequacy of the
Committee's charter.

IV. MEETINGS OF THE COMMITTEE

The Committee shall meet with such frequency and at such intervals as it shall
determine is necessary to carry out its duties and responsibilities. As part of
its purpose to foster open communications, the Committee shall meet at least
annually with management and the Corporation's independent accountants in
separate executive sessions to discuss any matters that the Committee or each of
these groups or persons believe should be discussed privately. In addition, the
Committee (or the Chairman or another designated member of the Committee) should
meet or confer with the independent accountants and management quarterly to
review the Corporation's periodic financial statements prior to their filing
with the Securities and Exchange Commission ("SEC"). The Chairman should work
with the Chief Financial Officer and management to establish the agendas for
Committee meetings. The Committee, in its discretion, may ask members of
management or others to attend its meetings (or portions thereof) and to provide
pertinent information as necessary. The Committee shall maintain minutes of its
meetings and records relating to those meetings and the Committee's activities
and provide copies of such minutes to the Board.

V. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

In carrying out its duties and responsibilities, the Committee's policies and
procedures should remain flexible, so that it may be in a position to best react
or respond to changing circumstances or conditions. The Committee should review
and reassess annually the adequacy of the Committee's charter. The charter must
specify: (1) the scope of the Committee's responsibilities and how it carries
out those responsibilities, (2) the ultimate accountability of the Corporation's
independent accountants to the Board and the Committee, (3) the responsibility
of the Committee and the Board for the selection, evaluation and replacement of
the Corporation's independent accountants, and (4) that the Committee is
responsible for ensuring that the Corporation's independent accountants submit
on a periodic basis to the Committee a formal written statement delineating all
relationships between the independent accountants and the Corporation and that
the Committee is responsible for actively engaging in a dialogue with the
independent accountants with respect to any such disclosed relationships or
services that may impact the objectivity and independence of the independent
accountants and for recommending that the Board take appropriate action to
ensure the independence of the independent accountants.

While there is no "blueprint" to be followed by the Committee in carrying out
its duties and responsibilities, the following should be considered within the
authority of the Committee:

SELECTION AND EVALUATION OF INDEPENDENT ACCOUNTANTS

(a) Make recommendations to the Board as to the selection of the firm of
independent public accountants to audit the books and accounts of the
Corporation and its subsidiaries for each fiscal year;

(b) Review and approve the Corporation's independent accountants' annual
engagement letter, including the proposed fees contained therein;

(c) Review the performance of the Corporation's independent accountants and make
recommendations to the Board regarding the replacement or termination of the
independent accountants when circumstances warrant;

(d) Oversee the independence of the Corporation's independent accountants by,
among other things:

(i) requiring the independent accountants to deliver to the Committee on a
periodic basis a formal written statement delineating all
relationships between the independent accountants and the Corporation;
and

(ii) actively engaging in a dialogue with the independent accountants with
respect to any disclosed relationships or services that may impact
the objectivity and independence of the independent accountants and
recommending that the Board take appropriate action to satisfy itself
of the accountants' independence;

(e) Instruct the Corporation's independent accountants that they are ultimately
accountable to the Committee and the Board, and that the Committee and the Board
are responsible for the selection (subject to shareholder approval if determined
by the Board), evaluation and termination of the Corporation's independent
accountants;

OVERSIGHT OF ANNUAL AUDIT AND QUARTERLY REVIEWS

(f) Review and accept, if appropriate, the annual audit plan of the
Corporation's independent accountants, including the scope of audit activities,
and monitor such plan's progress and results during the year;

(g) Confirm through private discussions with the Corporation's independent
accountants and the Corporation's management that no management restrictions are
being placed on the scope of the independent accountants' work;

(h) Review the results of the year-end audit of the Corporation, including (as
applicable):

(i) the audit report, the published financial statements, the management
representation letter, the "Memorandum Regarding Accounting
Procedures and Internal Control" or similar memorandum prepared by
the Corporation's independent accountants, any other pertinent
reports and management's responses concerning such memorandum;

(ii) the qualitative judgments of the independent accountants about the
appropriateness, not just the acceptability, of accounting principle
and financial disclosure practices used or proposed to be adopted by
the Corporation and, particularly, about the degree of
aggressiveness or conservatism of its accounting principles and
underlying estimates;

(iii) the methods used to account for significant unusual transactions;

(iv) the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance
or consensus;

(v) management's process for formulating sensitive accounting estimates
and the reasonableness of these estimates;

(vi) significant recorded and unrecorded audit adjustments;

(vii) any material accounting issues among management and the independent
accountants; and

(viii) other matters required to be communicated to the Committee under
generally accepted auditing standards, as amended, by the
independent accountants;

(i) Review with management and the Corporation's independent accountants such
accounting policies (and changes therein) of the Corporation, including any
financial reporting issues which could have a material impact on the
Corporation's financial statements, as are deemed appropriate for review by the
Committee prior to any interim or year-end filings with the SEC or other
regulatory body;

(j) Confirm that the Corporation's interim financial statements included in
Quarterly Reports on Form 10-Q have been reviewed by the Corporation's
independent accountants;

OVERSIGHT OF FINANCIAL REPORTING PROCESS AND INTERNAL CONTROLS

(k) Review the adequacy and effectiveness of the Corporation's accounting and
internal control policies and procedures through inquiry and discussions with
the Corporation's independent accountants and management of the Corporation;

(l) Review with management the Corporation's administrative, operational and
accounting internal controls, including controls and security of the
computerized information systems, and evaluate whether the Corporation is
operating in accordance with its prescribed policies, procedures and codes of
conduct;

(m) Review with management and the independent accountants any reportable
conditions and material weaknesses, as defined by the American Institute of
Certified Public Accountants, affecting internal control;

(n) Receive periodic reports from the Corporation's independent accountants and
management of the Corporation to assess the impact on the Corporation of
significant accounting or financial reporting developments proposed by the
Financial Accounting Standards Board or the SEC or other regulatory body, or any
other significant accounting or financial reporting related matters that may
have a bearing on the Corporation;

(o) Establish and maintain free and open means of communication between and
among the Board, the Committee, the Corporation's independent accountants and
management;

OTHER MATTERS

(p) Meet annually with the general counsel, and outside counsel when
appropriate, to review legal and regulatory matters, including any matters that
may have a material impact on the financial statements of the Corporation;

(q) Prepare a report to be included in each annual proxy statement (or, if not
previously provided during the fiscal year, any other proxy statement or consent
statement relating to the election of directors) of the Corporation commencing
after December 15, 2000 which states, among other things, whether:

(i) the Committee has reviewed and discussed with management the audited
financial statements to be included in the Corporation's Annual
Report on Form 10-K;

(ii) the Committee has discussed with the Corporation's independent
accountants the matters that they are required to discuss with the
Committee by Statements on Auditing Standard No. 61, (as it may be
modified or supplemented);

(iii) the Committee has received the written disclosures and the letter
from the Corporation's independent accountants required by
Independence Standards Board Standard No. 1, as may be modified or
supplemented, and has discussed with the independent accountants
their independence; and

(iv) based on the review and discussions described in subsections (i),
(ii) and (iii) above, the Committee has recommended to the Board
that the audited financial statements be included in the
Corporation's Annual Report on Form 10-K for the last fiscal year
for filing with the SEC;

(r) Review the Corporation's policies relating to the avoidance of conflicts of
interest and review past or proposed transactions between the Corporation and
members of management as well as policies and procedures with respect to
officers' expense accounts and perquisites, including the use of corporate
assets. The Committee shall consider the results of any review of these policies
and procedures by the Corporation's independent accountants;

(s) Obtain from the independent accountants any information pursuant to Section
10A of the Securities Exchange Act of 1934;

(t) Conduct or authorize investigations into any matters within the Committee's
scope of responsibilities, including retaining outside counsel or other
consultants or experts for this purpose; and

(u) Perform such additional activities, and consider such other matters, within
the scope of its responsibilities, as the Committee or the Board deems necessary
or appropriate.

WITH RESPECT TO THE DUTIES AND RESPONSIBILITIES LISTED ABOVE, THE COMMITTEE
SHOULD:

(1) Report regularly to the Board on its activities, as appropriate;

(2) Exercise reasonable diligence in gathering and considering all material
information;

(3) Understand and weigh alternative courses of conduct that may be available;

(4) Focus on weighing the benefit versus harm to the Corporation and its
shareholders when considering alternative recommendations or courses of action;

(5) If the Committee deems it appropriate, secure independent expert advice and
understand the expert's findings and the basis for such findings, including
retaining independent counsel, accountants or others to assist the Committee in
fulfilling its duties and responsibilities; and

(6) Provide management and the Corporation's independent accountants with
appropriate opportunities to meet privately with the Committee.

* * *

While the Committee has the duties and responsibilities set forth in this
charter, the Committee is not responsible for planning or conducting the audit
or for determining whether the Corporation's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. Similarly, it is not the responsibility of the Committee to resolve
disagreements, if any, between management and the independent accountants or to
ensure that the Corporation complies with all laws and regulations.

* * * * * * * * * * * * *

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE

ANNUAL MEETING OF SHAREHOLDERS
REGENERON PHARMACEUTICALS, INC.

JUNE 14, 2002

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
REGENERON PHARMACEUTICALS, INC.

The undersigned hereby appoints Leonard S. Schleifer, M.D., Ph.D. and Stuart A.
Kolinski, and each of them, as proxies, with power to act with the other and
with power of substitution, and hereby authorizes them to represent and vote, as
designated on the other side, all the shares of stock of Regeneron
Pharmaceuticals, Inc. standing in the name of the undersigned with all powers
which the undersigned would possess if present at the Annual Meeting of
Shareholders of the Company to be held on June 14, 2002 or any adjournment
therof.

(CONTINUED, AND TO BE MARKED, DATED, AND SIGNED ON THE OTHER SIDE)
--------------------------------------------------------------------------------
X Please mark your votes as in this example

The Board of Directors recommends a vote FOR Items 1, 2, 3, and 4.

WITHHELD
FOR FOR ALL

Item 1. Nominees:
ELECTION ______ _______ Alfred G. Gilman, M.D., Ph.D.
OF DIRECTORS ______ _______ Joseph L. Goldstein, M.D.
______ _______ P. Roy Vagelos, M.D.

WITHHELD FOR: (Write that nominee's name
in the space provided below.)
_________________________________________

FOR AGAINST ABSTAIN

Item 2. To approve the amendments to the
Company's 2000 Long-Term
Incentive Plan to increase the
number of Shares reserved for
issuance under the plan. _____ ______ _______

Item 3. To approve the selection of
PricewaterhouseCoopers LLP as
independent accountants for the
fiscal year ending December 31, _____ ______ ______
2002.

Item 4. In their discretion, to act upon
such other matters as may
properly come before the meeting
and any adjournment or
postponement thereof. _____ ______ ______

Joint
Signature:_________________ Signature:______________________ Date:________, 2002
(if applicable)

NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signed as attorney, executor, administrator, trustee, or
guardian, please give full title as such.