REGENERON PHARMACEUTICALS INC
2000 LONG-TERM INCENTIVE PLAN.
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>4
<FILENAME>y58194ex10-6.txt
<DESCRIPTION>2000 LONG-TERM INCENTIVE PLAN.
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.6
                                                                   ------------

                         REGENERON PHARMACEUTICALS, INC.
                          2000 LONG-TERM INCENTIVE PLAN


1.       Purpose; Establishment
         ----------------------

The Regeneron Pharmaceuticals, Inc. 2000 Long-Term Incentive Plan (the "Plan")
is intended to promote the interests of the Company (as defined below) and its
shareholders by providing officers and other employees of the Company (including
directors who are also employees of the Company) with appropriate incentives and
rewards to encourage them to enter into and continue in the employ of the
Company and to acquire a proprietary interest in the Long-Term success of the
Company; to compensate the Company's nonemployee directors and provide
incentives to such nonemployee directors that are directly linked to increases
in stock value; and to reward the performance of individual officers, other
employees, consultants and nonemployee directors in fulfilling their personal
responsibilities for long-range achievements.

The Plan was adopted and approved by the Board of Directors (defined below) on
April 25, 2000 and shall become effective as of such date, subject to the
approval of the shareholders of the Company.

2.       Definitions
         -----------

As used in the Plan, the following definitions apply to the terms indicated
below:

         (a)      "Affiliate" means any entity if, at the time of granting of an
                  Award (A) the Company, directly or indirectly, owns at least
                  50% of the combined voting power of all classes of stock of
                  such entity or at least 50% of the ownership interests in such
                  entity or (B) such entity, directly or indirectly, owns at
                  least 50% of the combined voting power of all classes of stock
                  of the Company.

         (b)      "Agreement" shall mean the written agreement between the
                  Company and a Participant evidencing an Award.

         (c)      "Award" shall mean any Option, Restricted Stock, Phantom
                  Stock, Stock Bonus or Other Award granted pursuant to the
                  terms of the Plan.

         (d)      "Board of Directors" shall mean the Board of Directors of
                  Regeneron Pharmaceuticals, Inc.

         (e)      A "Change in Control" shall be deemed to have occurred if the
                  event set forth in any one of the following paragraphs shall
                  have occurred:

                 (1)       any Person is or becomes the "Beneficial Owner" (as
                           defined in Rule 13d-3 under the Exchange Act),
                           directly or indirectly, of securities of the Company
                           (not including in the securities Beneficially Owned
                           by such Person any securities acquired directly from
                           the Company) representing 20% or more of the
                           Company's then outstanding securities, excluding any
                           Person who is an officer or director of the Company
                           or who becomes such a Beneficial Owner in connection
                           with a transaction described in clause (A) of
                           paragraph (3) below; or

                 (2)       the following individuals cease for any reason to
                           constitute a majority of the number of directors then
                           serving: individuals who, on the Effective Date,
                           constitute the Board of Directors and any new
                           director (other than a director whose initial
                           assumption of office is in connection with an actual
                           or threatened election contest, including but not
                           limited to a consent solicitation, relating to the
                           election of directors of the Company) whose
                           appointment or election by the Board of Directors or
                           nomination for election by the Company's shareholders
                           was approved or recommended by a vote of at least
                           two-thirds (2/3) of the directors then still in
                           office who either were directors on the Effective
                           Date or whose appointment, election or

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                           nomination for election was previously so approved or
                           recommended; or

                 (3)       there is consummated a merger or consolidation of the
                           Company with any other corporation other than (A) a
                           merger or consolidation which would result in the
                           voting securities of the Company outstanding
                           immediately prior to such merger or consolidation
                           continuing to represent (either by remaining
                           outstanding or by being converted into voting
                           securities of the surviving entity or any parent
                           thereof) at least 60% of the combined voting power of
                           the voting securities of the Company or such
                           surviving entity or any parent thereof outstanding
                           immediately after such merger or consolidation, or
                           (B) a merger or consolidation effected to implement a
                           recapitalization of the Company (or similar
                           transaction) in which no Person is or becomes the
                           Beneficial Owner, directly or indirectly, of
                           securities of the Company (not including in the
                           securities Beneficially Owned by such Person any
                           securities acquired directly from the Company)
                           representing 20% or more of the combined voting power
                           of the Company's then outstanding securities; or

                 (4)       the shareholders of the Company approve a plan of
                           complete liquidation or dissolution of the Company or
                           there is consummated an agreement for the sale or
                           disposition by the Company of all or substantially
                           all of the Company's assets, other than a sale or
                           disposition by the Company of all or substantially
                           all of the Company's assets to an entity at least 75%
                           of the combined voting power of the voting securities
                           of which are owned by Persons in substantially the
                           same proportions as their ownership of the Company
                           immediately prior to such sale.

         (f)      "Code" shall mean the Internal Revenue Code of 1986, as
                  amended from time to time, and any regulations promulgated
                  thereunder.

         (g)      "Committee" shall mean, at the discretion of the Board of
                  Directors, the full Board of Directors or a committee of the
                  Board of Directors, which shall consist of two or more
                  persons, each of whom, unless otherwise determined by the
                  Board of Directors, is an "outside director" within the
                  meaning of Section 162(m) of the Code and a "nonemployee
                  director" within the meaning of Rule 16b-3.

         (h)      "Company" shall mean Regeneron Pharmaceuticals, Inc., a New
                  York corporation, and, where appropriate, each of its
                  Affiliates.

         (i)      "Company Stock" shall mean the common stock of the Company,
                  par value $.001 per share.

         (j)      "Covered Employee" shall have the meaning set forth in Section
                  162(m) of the Code.

         (k)      "Effective Date" shall mean April 25, 2000.

         (l)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended from time to time.

         (m)      The "Fair Market Value" of a share of Company Stock, as of a
                  date of determination, shall mean (1) the average of the high
                  and low sales price per share of Company Stock on the national
                  securities exchange or national market system on which such
                  stock is principally traded on such date or, if such date is
                  not a trading day, on the last preceding date on which there
                  was a sale of such stock on such exchange, or (2) if the
                  shares of Company Stock are not then listed on a national
                  securities exchange or national market system, or the value of
                  such shares is not otherwise determinable, such value as
                  determined by the Committee in good faith.

         (n)      "Incentive Stock Option" shall mean an Option that is an
                  "incentive stock option" within the meaning of Section 422 of
                  the Code, or any successor provision, and that is designated
                  by the Committee as an Incentive Stock Option.

         (o)      "Nonemployee Director" shall mean a member of the Board of
                  Directors who is not an employee of

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                  the Company.

         (p)      "Nonqualified Stock Option" shall mean an Option other than an
                  Incentive Stock Option.


         (q)      "Option" shall mean an option to purchase shares of Company
                  Stock granted pursuant to Section 7 (or, with respect to a
                  Nonemployee Director, pursuant to Section 12 hereof).

         (r)      "Other Award" shall mean an award granted pursuant to Section
                  11 hereof.

         (s)      "Participant" shall mean an employee or consultant of the
                  Company to whom an Award is granted pursuant to the Plan, or
                  upon the death of the employee or consultant, his or her
                  successors, heirs, executors and administrators, as the case
                  may be.

         (t)      "Person" shall have the meaning set forth in Section 3(a)(9)
                  of the Exchange Act, as modified and used in Sections 13(d)
                  and 14(d) thereof, except that such term shall not include (1)
                  the Company, (2) a trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company, (3)
                  an underwriter temporarily holding securities pursuant to an
                  offering of such securities, or (4) a corporation owned,
                  directly or indirectly, by the shareholders of the Company in
                  substantially the same proportions as their ownership of stock
                  of the Company.

         (u)      "Phantom Stock" shall mean the right, granted pursuant to
                  Section 9, to receive in cash or shares the Fair Market Value
                  of a share of Company Stock.

         (v)      "Reload Option" shall mean a Nonqualified Stock Option granted
                  pursuant to Section 7(c)(5).

         (w)      "Restricted Stock" shall mean a share of Company Stock which
                  is granted pursuant to the terms of Section 8 hereof and which
                  is subject to the restrictions set forth in Section 8(d).

         (x)      "Rule 16b-3" shall mean the Rule 16b-3 promulgated under the
                  Exchange Act, as amended from time to time.

         (y)      "Securities Act" shall mean the Securities Act of 1933, as
                  amended from time to time.

         (z)      "Stock Bonus" shall mean a bonus payable in shares of Company
                  Stock granted pursuant to Section 10.

         (aa)     "Subsidiary" shall mean a "subsidiary corporation" within the
                  meaning of Section 424(f) of the Code.

         (bb)     "Vesting Date" shall mean the date established by the
                  Committee on which a share of Restricted Stock or Phantom
                  Stock may vest.

3.       Stock Subject to the Plan
         -------------------------

         (A)      SHARES AVAILABLE FOR AWARDS

         The maximum number of shares of Company Stock reserved for
                  issuance under the Plan shall be 6,000,000 shares (subject to
                  adjustment as provided herein). Such shares may be authorized
                  but unissued Company Stock or authorized and issued Company
                  Stock held in the Company's treasury. The Committee may direct
                  that any stock certificate evidencing shares issued pursuant
                  to the Plan shall bear a legend setting forth such
                  restrictions on transferability as may apply to such shares
                  pursuant to the Plan. The grant of Phantom Stock shall not
                  reduce the number of shares of Company Stock with respect to
                  which Awards may be granted pursuant to the Plan.

                                      A-3
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         (B)      INDIVIDUAL LIMITATION

         To the extent required by Section 162(m) of the Code, the total
                  number of shares of Company Stock subject to Awards (including
                  Awards which may be payable in cash but denominated as shares
                  of Company Stock, i.e., Phantom Stock), awarded to any
                  employee shall not exceed 1,500,000 shares during any tax year
                  of the Company in which the employee first becomes employed by
                  the Company or a Subsidiary, or 1,000,000 shares in any other
                  tax year of the Company (in each case subject to adjustment as
                  provided herein). In addition, for any tax year of the
                  Company, the maximum number of shares of Restricted Stock that
                  may be granted to a Covered Employee for which the lapse of
                  the restrictions of Section 8(d) is subject to the attainment
                  of preestablished performance goals in accordance with Section
                  8(j) shall not exceed 200,000 (subject to adjustment as
                  provided herein).

         (C)      ADJUSTMENT FOR CHANGE IN CAPITALIZATION

         In the event that any dividend or other distribution is declared
                  (whether in the form of cash, Company Stock, or other
                  property), or there occurs any recapitalization, Company Stock
                  split, reverse Company Stock split, reorganization, merger,
                  consolidation, spin-off, combination, repurchase, or share
                  exchange, or other similar corporate transaction or event,
                  unless the Committee determines that it is otherwise
                  inappropriate, (1) the number and kind of shares of Company
                  Stock which may thereafter be issued in connection with
                  Awards, (2) the number and kind of shares of Company Stock
                  issued or issuable in respect of outstanding Awards, (3) the
                  exercise price, grant price or purchase price relating to any
                  Award, and (4) the maximum number of shares subject to Awards
                  which may be awarded to any employee during any tax year of
                  the Company shall be equitably adjusted as necessary to
                  prevent the dilution or enlargement of the rights of
                  Participants and Nonemployee Directors without change in the
                  aggregate purchase price; provided that, with respect to
                  Incentive Stock Options, such adjustment shall be made in
                  accordance with Section 424 of the Code.

        (D)      ADJUSTMENT FOR CHANGE OR EXCHANGE OF SHARES FOR OTHER
                 CONSIDERATION

         In the event the outstanding shares of Company Stock shall be
                  changed into or exchanged for any other class or series of
                  capital stock or cash, securities or other property pursuant
                  to a recapitalization, reclassification, merger,
                  consolidation, combination or similar transaction
                  ("Transaction"), then, unless otherwise determined by the
                  Committee in its sole and absolute discretion, (1) each Option
                  shall thereafter become exercisable for the number and/or kind
                  of capital stock, and/or the amount of cash, securities or
                  other property so distributed, into which the shares of
                  Company Stock subject to the Option would have been changed or
                  exchanged had the Option been exercised in full prior to such
                  transaction, provided that, if the kind or amount of capital
                  stock or cash, securities or other property received in such
                  transaction is not the same for each outstanding share, then
                  the kind or amount of capital stock or cash, securities or
                  other property for which the Option shall thereafter become
                  exercisable (or the other Award shall thereafter represent)
                  shall be the kind and amount so receivable per share by a
                  plurality of the shares of Company Stock, and provided further
                  that, if necessary, the provisions of the Option shall be
                  appropriately adjusted so as to be applicable, as nearly as
                  may reasonably be, to any shares of capital stock, cash,
                  securities or other property thereafter issuable or
                  deliverable upon exercise of the Option, and (2) each Award
                  that is not an Option and that is not automatically changed in
                  connection with the Transaction shall represent the number
                  and/or kind of shares of capital stock, and/or the amount of
                  cash, securities or other property so distributed, into which
                  the number of shares of Company Stock covered by the Award
                  would have been changed or exchanged had they been held by a
                  shareholder of the Company.

         (E)      REUSE OF SHARES

         The following shares of Company Stock shall again become available
                  for Awards: (1) any shares subject to an Award that remain
                  unissued upon the cancellation, surrender, exchange or
                  termination of such award for any reason whatsoever and any
                  shares of Restricted Stock forfeited, and (2) any previously
                  owned or withheld shares of Company Stock obtained by the
                  Participant pursuant to an Option exercise and received by the
                  Company in exchange for Option shares upon a Participant's
                  exercise of an Option, as

                                      A-4
<PAGE>
                  permitted under Section 7(c)(3) hereof.

4.       Administration of the Plan
         --------------------------

The Plan shall be administered by the Committee. The Committee shall have the
authority in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Stock to which an Award
may relate and the terms, conditions, restrictions and performance criteria
relating to any Award; to determine whether, to what extent, and under what
circumstances an Award may be settled, canceled, forfeited, exchanged, or
surrendered; to make adjustments in the performance goals in recognition of
unusual or nonrecurring events affecting the Company or the financial statements
of the Company (to the extent not inconsistent with Section 162(m) of the Code,
if applicable), or in response to changes in applicable laws, regulations, or
accounting principles; to construe and interpret the Plan and any Award; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of Agreements; and to make all other
determinations deemed necessary or advisable for the administration of the Plan.

The Committee may, in its sole and absolute discretion, without amendment to the
Plan, (a) accelerate the date on which any Option granted under the Plan becomes
exercisable, waive or amend the operation of Plan provisions respecting exercise
after termination of employment or otherwise adjust any of the terms of such
Option, and (b) accelerate the Vesting Date, or waive any condition imposed
hereunder, with respect to any share of Restricted Stock, Phantom Stock or other
Award or otherwise adjust any of the terms applicable to any such Award.

5.       Eligibility
         -----------

The persons who shall be eligible to receive Awards pursuant to the Plan shall
be such employees of the Company (including officers of the Company, whether or
not they are directors of the Company) and nonemployee service providers and
consultants, in each case as the Committee shall select from time to time.
Nonqualified Stock Options shall be granted to Nonemployee Directors in
accordance with the provisions of Section 12 hereof. The grant of an Award
hereunder in any year to any employee, service provider or consultant shall not
entitle such person to a grant of an Award in any future year.

6.       Awards Under the Plan; Agreement
         --------------------------------

The Committee may grant Options, shares of Restricted Stock, shares of Phantom
Stock, Stock Bonuses and Other Awards in such amounts and with such terms and
conditions as the Committee shall determine, subject to the provisions of the
Plan. Nonqualified Stock Options shall be granted to Nonemployee Directors in
accordance with Section 12 hereof.

Each Award granted under the Plan (except an unconditional Stock Bonus) shall be
evidenced by an Agreement which shall contain such provisions as the Committee
may in its sole discretion deem necessary or desirable which are not in conflict
with the terms of the Plan. By accepting an Award, a Participant thereby agrees
that the award shall be subject to all of the terms and provisions of the Plan
and the applicable Agreement.

7.       Options
         -------

         (A)      IDENTIFICATION OF OPTIONS

         Each Option shall be clearly identified in the applicable Agreement
                  as either an Incentive Stock Option or a Nonqualified Stock
                  Option.

         (B)      EXERCISE PRICE

         Each Agreement with respect to an Option shall set forth the amount
                  (the "option exercise price") payable by the grantee to the
                  Company upon exercise of the Option. The option exercise price
                  per share shall be

                                      A-5
<PAGE>
                  determined by the Committee; provided, however, that in the
                  case of an Incentive Stock Option, the option exercise price
                  shall in no event be less than the Fair Market Value of a
                  share of Company Stock on the date the Option is granted.

         (C)      TERM AND EXERCISE OF OPTIONS

                  (1)      Unless the applicable Agreement provides otherwise,
                           an Option shall become cumulatively exercisable as to
                           20% of the shares covered thereby on each of the
                           first, second, third, fourth, and fifth anniversaries
                           of the date of grant. The Committee shall determine
                           the expiration date of each Option; provided,
                           however, that no Incentive Stock Option shall be
                           exercisable more than ten (10) years after the date
                           of grant.

                  (2)      To the extent that an Option to purchase shares is
                           not exercised by a Participant when it becomes
                           initially exercisable, it shall not expire but carry
                           forward and shall be exercisable until its expiration
                           or as provided by Section 7(e) hereof. If any Option
                           is exercisable in the amount of one hundred (100) or
                           more full shares of Company stock, the Company shall
                           not be obligated to permit the partial exercise of
                           such exercisable Option for less than one hundred
                           (100) full shares.

                  (3)      An Option shall be exercised by delivering notice as
                           specified in the Agreement on the form of notice
                           provided by the Company. Payment for shares of
                           Company Stock purchased upon the exercise of an
                           Option shall be made on the effective date of such
                           exercise by one or a combination of the following
                           means: (A) in cash or by personal check, certified
                           check, bank cashier's check or wire transfer; (B) in
                           shares of Company Stock owned by the Participant for
                           at least six months prior to the date of exercise and
                           valued at their Fair Market Value on the effective
                           date of such exercise; or (C) by any such other
                           methods as the Committee may from time to time
                           authorize. In the case of a Participant or
                           Nonemployee Director who is subject to Section 16 of
                           the Exchange Act, the Company may require that the
                           method of making such payment be in compliance with
                           Section 16 and the rules and regulations thereunder.
                           Any payment in shares of Company Stock shall be
                           effected by the delivery of such shares to the
                           Secretary of the Company, duly endorsed in blank or
                           accompanied by stock powers duly executed in blank,
                           together with any other documents and evidences as
                           the Secretary of the Company shall require.

                  (4)      Certificates for shares of Company Stock purchased
                           upon the exercise of an Option shall be issued in the
                           name of or for the account of the Participant,
                           Nonemployee Director or other person entitled to
                           receive such shares, and delivered to the
                           Participant, Nonemployee Director or such other
                           person as soon as practicable following the effective
                           date on which the Option is exercised.

                  (5)      The Committee shall have the authority to specify, at
                           the time of grant or, with respect to Nonqualified
                           Stock Options, at or after the time of grant, that a
                           Participant shall be granted a new Nonqualified Stock
                           Option (a "Reload Option") for a number of shares
                           equal to the number of shares surrendered by the
                           Participant upon exercise of all or a part of an
                           Option in the manner described in Section 7(c)(3)(B)
                           above, subject to the availability of shares of
                           Company Stock under the Plan at the time of such
                           exercise. Reload Options shall be subject to such
                           conditions as may be specified by the Committee in
                           its discretion, subject to the terms of the Plan.

         (D)      LIMITATIONS ON INCENTIVE STOCK OPTIONS

                  (1)      The exercise price per share of Company Stock
                           deliverable upon the exercise of an Incentive Stock
                           Option shall be not less than the Fair Market Value
                           of a share of Company Stock on the date of grant.

                                      A-6
<PAGE>
                  (2)      To the extent that the aggregate Fair Market Value of
                           shares of Company Stock with respect to which
                           Incentive Stock Options are exercisable for the first
                           time by a Participant during any calendar year under
                           the Plan and any other stock option plan of the
                           Company or a Subsidiary shall exceed $100,000, such
                           Options shall be treated as Nonqualified Stock
                           Options. Such Fair Market Value shall be determined
                           as of the date on which each such Incentive Stock
                           Option is granted.

                  (3)      No Incentive Stock Option may be granted to an
                           individual if, at the time of the proposed grant,
                           such individual owns (or is deemed to own under the
                           Code) stock possessing more than ten percent of the
                           total combined voting power of all classes of stock
                           of the Company unless (A) the exercise price of such
                           Incentive Stock Option is at least 110% of the Fair
                           Market Value of a share of Company Stock at the time
                           such Incentive Stock Option is granted, and (B) such
                           Incentive Stock Option is not exercisable after the
                           expiration of five years from the date such Incentive
                           Stock Option is granted.

         (E)      EFFECT OF TERMINATION OF EMPLOYMENT

                  (1)      In the event that the employment of a Participant
                           with the Company shall terminate for any reason other
                           than (A) Cause, as defined in the Agreement, or (B)
                           death, the Options granted to such Participant, to
                           the extent that they are exercisable at the time of
                           such termination, shall remain exercisable for such
                           period as may be provided in the Agreement (or as may
                           be provided by the Committee), but in no event
                           following the expiration of its term. The treatment
                           of any Option that remains unexercisable as of the
                           date of termination shall be as set forth in the
                           Agreement (or as may be otherwise determined by the
                           Committee).

                  (2)      In the event that the employment of a Participant
                           with the Company shall terminate on account of the
                           death of the Participant, all Options granted to such
                           Participant that remain outstanding as of the date of
                           death, shall become fully exercisable and shall
                           remain exercisable by the Participant's legal
                           representatives, heirs or legatees for such period as
                           may be provided in the Agreement (or as otherwise may
                           be determined by the Committee), but in no event
                           following the expiration of its term. Cessation of
                           active employment or service due to commencement of
                           long-term disability as determined by the Committee
                           shall not be deemed to constitute a termination of
                           employment or service for purposes of the Plan, and
                           during the continuance of such long-term disability
                           the individual shall be deemed to continue active
                           employment or service with the Company; provided,
                           however, that the Committee may in its sole
                           discretion determine that a Participant's long-term
                           disability constitutes a permanent disability and may
                           deem such permanent disability to be a termination of
                           employment or service for any or all purposes under
                           this Plan.

                  (3)      In the event of the termination of a Participant's
                           employment for Cause, as defined in the Agreement,
                           all outstanding Options granted to such Participant
                           shall expire at the commencement of business on the
                           date of such
                           termination.

         (F)      ACCELERATION OF EXERCISE DATE UPON CHANGE IN CONTROL

         The Committee in its sole and absolute discretion may provide,
                  either at the time of grant as provided in the Agreement or
                  thereafter, that upon the occurrence of a Change in Control,
                  an Option granted under the Plan and outstanding at such time
                  shall (1) become immediately exercisable in whole or in part
                  (in which case the Committee shall determine the period during
                  which such Option shall remain exercisable), and/or (2) be
                  canceled in exchange for the right to receive property
                  equivalent in value to such Option, as determined by the
                  Committee.

         (G)      LEAVE OF ABSENCE

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<PAGE>

         In the case of any Participant on an approved leave of absence, the
         Committee may make such provision respecting the continuance of the
         Option while in the employ or service of the Company as it may deem
         equitable, except that in no event may an Option be exercised after its
         expiration.

8.       Restricted Stock
         ----------------

         (A)      PRICE

         At the time of the grant of shares of Restricted Stock, the
                  Committee shall determine the price, if any, to be paid by the
                  Participant for each share of Restricted Stock subject to the
                  Award.

         (B)      VESTING DATE

         At the time of the grant of shares of Restricted Stock, the
                  Committee shall establish a Vesting Date or Vesting Dates with
                  respect to such shares. The Committee may divide such shares
                  into classes and assign a different Vesting Date for each
                  class. Provided that all conditions to the vesting of a share
                  of Restricted Stock imposed pursuant to Section 8(c) are
                  satisfied, and except as provided in Section 8(h), upon the
                  occurrence of the Vesting Date with respect to a share of
                  Restricted Stock, such share shall vest and the restrictions
                  of Section 8(d) shall lapse.

         (C)      CONDITIONS TO VESTING

         At the time of the grant of shares of Restricted Stock, the
                  Committee may impose such restrictions or conditions to the
                  vesting of such shares as it, in its absolute discretion,
                  deems appropriate.

         (D)      RESTRICTIONS ON TRANSFER PRIOR TO VESTING

         Prior to the vesting of a share of Restricted Stock, no transfer of
                  a Participant's rights with respect to such share, whether
                  voluntary or involuntary, by operation of law or otherwise,
                  shall be permitted. Immediately upon any attempt to transfer
                  such rights, such share, and all of the rights related
                  thereto, shall be forfeited by the Participant.

         (E)      DIVIDENDS ON RESTRICTED STOCK

         The Committee in its discretion may require that any dividends
                  paid on shares of Restricted Stock be held in escrow until all
                  restrictions on such shares have lapsed.

         (F)      ISSUANCE OF CERTIFICATES

                  (1)      Reasonably promptly after the date of grant with
                           respect to shares of Restricted Stock, the Company
                           shall cause to be issued a stock certificate,
                           registered in the name of or for the account of the
                           Participant to whom such shares were granted,
                           evidencing such shares. Each such stock certificate
                           shall bear the following legend:

                           THE TRANSFERABILITY OF THIS CERTIFICATE AND THE
                                    SHARES OF STOCK REPRESENTED HEREBY ARE
                                    SUBJECT TO THE RESTRICTIONS, TERMS AND
                                    CONDITIONS (INCLUDING FORFEITURE PROVISIONS
                                    AND RESTRICTIONS AGAINST TRANSFER) CONTAINED
                                    IN THE REGENERON PHARMACEUTICALS, INC. 2000
                                    LONG TERM INCENTIVE PLAN AND AN AGREEMENT
                                    ENTERED INTO BETWEEN THE REGISTERED OWNER OF
                                    SUCH SHARES AND THE COMPANY. A COPY OF THE
                                    PLAN AND AGREEMENT IS ON FILE IN THE OFFICE
                                    OF THE SECRETARY OF THE COMPANY, 777 OLD SAW
                                    MILL RIVER ROAD, TARRYTOWN, NEW YORK
                                    10591-6707.

                  Such legend shall not be removed until such shares vest
pursuant to the terms hereof.

                  (2)      Each certificate issued pursuant to this Section
                           8(f), together with the stock powers relating to
<PAGE>

                           the shares of Restricted Stock evidenced by such
                           certificate, shall be held by the Company unless the
                           Committee determines otherwise.

         (G)      CONSEQUENCES OF VESTING

         Upon the vesting of a share of Restricted Stock pursuant to the
                  terms hereof, the restrictions of Section 8(d) shall lapse
                  with respect to such share. Reasonably promptly after a share
                  of Restricted Stock vests, the Company shall cause to be
                  delivered to the Participant to whom such shares were granted,
                  a certificate evidencing such share, free of the legend set
                  forth in Section 8(f).

         (H)      EFFECT OF TERMINATION OF EMPLOYMENT

                  (1)      Except as the Committee in its sole and absolute
                           discretion may otherwise provide in the applicable
                           Agreement, and subject to the Committee's amendment
                           authority pursuant to Section 4, upon the termination
                           of a Participant's employment for any reason other
                           than Cause, any and all shares to which restrictions
                           on transferability apply shall be immediately
                           forfeited by the Participant and transferred to, and
                           reacquired by, the Company; provided that if the
                           Committee, in its sole and absolute discretion, shall
                           within thirty (30) days after such termination of
                           employment notify the Participant in writing of its
                           decision not to terminate the Participant's rights in
                           such shares, then the Participant shall continue to
                           be the owner of such shares subject to such
                           continuing restrictions as the Committee may
                           prescribe in such notice. In the event of a
                           forfeiture of shares pursuant to this section, the
                           Company shall repay to the Participant (or the
                           Participant's estate) any amount paid by the
                           Participant for such shares. In the event that the
                           Company requires a return of shares, it shall also
                           have the right to require the return of all dividends
                           paid on such shares, whether by termination of any
                           escrow arrangement under which such dividends are
                           held or otherwise.

                  (2)      In the event of the termination of a Participant's
                           employment for Cause, all shares of Restricted Stock
                           granted to such Participant which have not vested as
                           of the date of such termination shall immediately be
                           returned to the Company, together with any dividends
                           paid on such shares, in return for which the Company
                           shall repay to the Participant any amount paid by the
                           Participant for such shares.

         (I)      EFFECT OF CHANGE IN CONTROL

         The Committee in its sole and absolute discretion may provide,
                  either at the time of grant or thereafter, that upon the
                  occurrence of a Change in Control, shares of Restricted Stock
                  which have not theretofore vested shall immediately vest in
                  whole or in part and all restrictions on such shares shall
                  immediately lapse in whole or in part.

         (J)      SPECIAL PROVISIONS REGARDING AWARDS

         Notwithstanding anything to the contrary contained herein, Restricted
                  Stock granted pursuant to this Section 8 to Covered Employees
                  may be based on the attainment by the Company of performance
                  goals pre-established by the Committee, based on one or more
                  of the following criteria (in each case, as determined in
                  accordance with generally accepted accounting principles): (1)
                  return on total shareholder equity; (2) earnings per share of
                  Company 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

                                      A-9
<PAGE>

                  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 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. Such shares of Restricted
                  Stock shall be released from restrictions only after the
                  attainment of such performance measures has been certified by
                  the Committee.

9.       Phantom Stock
         -------------

         (A)      VESTING DATE

         At the time of the grant of shares of Phantom Stock, the
                  Committee shall establish a Vesting Date or Vesting Dates with
                  respect to such shares. The Committee may divide such shares
                  into classes and assign a different Vesting Date for each
                  class. Provided that all conditions to the vesting of a share
                  of Phantom Stock imposed pursuant to Section 9(c) are
                  satisfied, and except as provided in Section 9(d), upon the
                  occurrence of the Vesting Date with respect to a share of
                  Phantom Stock, such share shall vest.


         (B)      BENEFIT UPON VESTING

         Upon the vesting of a share of Phantom Stock, the Participant shall
                  be entitled to receive, within thirty (30) days of the date on
                  which such share vests, an amount, in cash and/or shares of
                  Company Stock, as determined by the Committee, equal to the
                  sum of (1) the Fair Market Value of a share of Company Stock
                  on the date on which such share of Phantom Stock vests, and
                  (2) the aggregate amount of cash dividends paid with respect
                  to a share of Company Stock during the period commencing on
                  the date on which the share of Phantom Stock was granted and
                  terminating on the date on which such share vests.

         (C)      CONDITIONS TO VESTING

         At the time of the grant of shares of Phantom Stock, the
                  Committee may impose such restrictions or conditions to the
                  vesting of such shares as it, in its absolute discretion,
                  deems appropriate, to be contained in the Agreement.

         (D)      EFFECT OF TERMINATION OF EMPLOYMENT

         Except as the Committee in its sole and absolute discretion may
                  otherwise provide in the applicable Agreement, and subject to
                  the Committee's amendment authority pursuant to Section 4,
                  shares of Phantom Stock that have not vested, together with
                  any dividends credited on such shares, shall be forfeited upon
                  the Participant's termination of employment for any reason.

         (E)      EFFECT OF CHANGE IN CONTROL

         The Committee in its sole and absolute discretion may provide,
                  either at the time of grant or thereafter, that upon the
                  occurrence of a Change in Control, outstanding shares of
                  Phantom Stock which have not theretofore vested shall
                  immediately vest in whole or in part and payment in respect of
                  such vested shares shall be made in accordance with the terms
                  of this Plan.

                                      A-10
<PAGE>

         (F)      SPECIAL PROVISIONS REGARDING AWARDS

         Notwithstanding anything to the contrary contained herein, the vesting
                  of Phantom Stock granted pursuant to this Section 9 to Covered
                  Employees may be based on the attainment by the Company of one
                  or more of the performance criteria set forth in Section 8(j)
                  hereof, in each case, as determined in accordance with
                  generally accepted accounting principles. No payment in
                  respect of any such Phantom Stock award shall be paid to a
                  Covered Employee until the attainment of the respective
                  performance measures have been certified by the Committee.

10.      Stock Bonuses
         -------------

In the event that the Committee grants a Stock Bonus, a certificate for the
shares of Company Stock constituting such Stock Bonus shall be issued in the
name of the Participant to whom such grant was made and delivered to such
Participant as soon as practicable after the date on which such Stock Bonus is
payable. Covered Employees shall be eligible to receive Stock Bonus grants
hereunder only after a determination of eligibility is made by the Committee, in
its sole discretion.

11.      Other Awards
         ------------

Other forms of Awards ("Other Awards") valued in whole or in part by reference
to, or otherwise based on, Company Stock may be granted either alone or in
addition to other Awards under the Plan. Subject to the provisions of the Plan,
the Committee shall have sole and complete authority to determine the persons to
whom and the time or times at which such Other Awards shall be granted, the
number of shares of Company Stock to be granted pursuant to such Other Awards
and all other conditions of such Other Awards.



12.      Nonemployee Director Formula Stock Options
         ------------------------------------------

The provisions of this Section 12 shall apply only to grants of Nonqualified
Stock Options to Nonemployee Directors.

         (A)      GENERAL

         Nonemployee Directors shall receive Nonqualified Stock Options under
                  the Plan. The exercise price per share of Company Stock
                  purchasable pursuant to a Nonqualified Stock Option granted to
                  a Nonemployee Director shall be the Fair Market Value of a
                  share of Company Stock on the date of grant.

         (B)      TIMING OF GRANT

         On January 1 of each calendar year, each then serving Nonemployee
                  Director shall be automatically granted a Nonqualified Stock
                  Option to purchase 15,000 shares of Company Stock. In
                  addition, on the date that shareholders approve this Plan,
                  each then Nonemployee Director shall be automatically granted
                  a Nonqualified Stock Option to purchase 5,000 shares of
                  Company Stock.

         (C)      METHOD AND TIME OF PAYMENT

         Each Nonqualified Stock Option granted under this Section 12 shall be
                  exercised in the manner described in Section 7(c)(3).

         (D)      TERM AND EXERCISABILITY

         Each Nonqualified Stock Option granted under this Section 12 shall
                  (1) become cumulatively exercisable as to 33-1/3% of the
                  shares covered thereby on each of the first, second and third
                  anniversaries of the date that the Nonqualified Stock Option
                  is granted and (2) expire ten years from the date of grant.
                  The exercisability of each Nonqualified Stock Option granted
                  to a Nonemployee Director shall be subject to an acceleration
                  of exercisability upon a Change in Control as described in
                  Section 7(f).

                                      A-11
<PAGE>


         (E)      TERMINATION

         Except as the Committee in its sole and absolute discretion may
                  otherwise provide in an applicable Agreement, and subject to
                  the Committee's amendment authority pursuant to Section 4, in
                  the event of the termination of a Nonemployee Director's
                  service with the Company other than for Cause, as defined in
                  the Agreement, any outstanding Nonqualified Stock Option held
                  by such Nonemployee Director under this Section 12, to the
                  extent that it is exercisable on the date of such termination,
                  may be exercised by such Nonemployee Director (or, if
                  applicable, by his or her executors, administrator, legatees
                  or distributees) during such period as may be provided in the
                  Agreement (or as may be otherwise determined by the Committee)
                  but in no event following the expiration of such Nonqualified
                  Stock Option, and the remainder of the Nonqualified Stock
                  Option which is not exercisable on the date of such
                  termination, shall expire at the commencement of business on
                  the date of such termination. In the event of the termination
                  of a Nonemployee Director's service with the Company for
                  Cause, as defined in the Agreement, all outstanding
                  Nonqualified Stock Options granted to such Nonemployee
                  Director shall expire at the commencement of business on the
                  date of such termination. For purposes of the Plan, any
                  termination of a Nonemployee Director's service with the
                  Company shall not be deemed to occur if the Nonemployee
                  Director continues to serve as consultant, employee or in any
                  other capacity.


13.      Rights as a Shareholder
         -----------------------

No person shall have any rights as a shareholder with respect to any shares of
Company Stock covered by or relating to any Award until the date of issuance of
a stock certificate with respect to such shares. Except as otherwise expressly
provided in Section 3(c), no adjustment to any Award shall be made for dividends
or other rights for which the record date occurs prior to the date such stock
certificate is issued.


14.      No Employment Rights; No Right to Award
         ---------------------------------------

Nothing contained in the Plan or any Agreement shall confer upon any Participant
any right with respect to the continuation of employment by the Company or
interfere in any way with the right of the Company, subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the Participant.

No person shall have any claim or right to receive an Award hereunder. The
Committee's granting of an Award to a participant at any time shall neither
require the Committee to grant any other Award to such Participant or other
person at any time or preclude the Committee from making subsequent grants to
such Participant or any other person.

15.      Securities Matters
         ------------------


         (a)      The Company shall be under no obligation to effect the
                  registration pursuant to the Securities Act of any interests
                  in the Plan or any shares of Company Stock to be issued
                  hereunder or to effect similar compliance under any state
                  laws. Notwithstanding anything herein to the contrary, the
                  Company shall not be obligated to cause to be issued or
                  delivered any certificates evidencing shares of Company Stock
                  pursuant to the Plan unless and until the Company is advised
                  by its counsel that the issuance and delivery of such
                  certificates is in compliance with all applicable laws,
                  regulations of governmental authority and the requirements of
                  any securities exchange on which shares of Company Stock are
                  traded. The Committee may require, as a condition of the
                  issuance and delivery of certificates evidencing shares of
                  Company Stock pursuant to the terms hereof, that the recipient
                  of such shares make such agreements and representations, and
                  that such certificates bear such legends, as the Committee, in
                  its sole discretion, deems necessary or desirable.

         (b)      The transfer of any shares of Company Stock hereunder shall be
                  effective only at such time as counsel to the Company shall
                  have determined that the issuance and delivery of such shares
                  is in compliance with all applicable laws, regulations of
                  governmental authority and the requirements of any securities

                                      A-12

<PAGE>
                  exchange on which shares of Company Stock are traded. The
                  Committee may, in its sole discretion, defer the effectiveness
                  of any transfer of shares of Company Stock hereunder in order
                  to allow the issuance of such shares to be made pursuant to
                  registration or an exemption from registration or other
                  methods for compliance available under federal or state
                  securities laws. The Committee shall inform the Participant in
                  writing of its decision to defer the effectiveness of a
                  transfer. During the period of such deferral in connection
                  with the exercise of an Option, the Participant may, by
                  written notice, withdraw such exercise and obtain the refund
                  of any amount paid with respect thereto.

16.      Withholding Taxes
         -----------------

Whenever cash is to be paid pursuant to an Award, the Company shall have the
right to deduct therefrom an amount sufficient to satisfy any federal, state and
local withholding tax requirements related thereto.

Whenever shares of Company Stock are to be delivered pursuant to an Award, the
Company shall have the right to require the Participant to remit to the Company
in cash an amount sufficient to satisfy any federal, state and local withholding
tax requirements related thereto. With the approval of the Committee, a
Participant may satisfy the foregoing requirement by electing to have the
Company withhold from delivery shares of Company Stock having a value equal to
the minimum amount of tax required to be withheld. Such shares shall be valued
at their Fair Market Value on the date of which the amount of tax to be withheld
is determined. Fractional share amounts shall be settled in cash. Such a
withholding election may be made with respect to all or any portion of the
shares to be delivered pursuant to an Award.

17.      Notification of Election Under Section 83(B) of the Code
         --------------------------------------------------------

If any Participant shall, in connection with the acquisition of shares of
Company Stock under the Plan, make the election permitted under Section 83(b) of
the Code, such Participant shall notify the Company of such election within ten
(10) days of filing notice of the election with the Internal Revenue Service.


18.      Notification Upon Disqualifying Disposition Under Section
         421(B) of the Code
         ------------------

Each Agreement with respect to an Incentive Stock Option shall require the
Participant to notify the Company of any disposition of shares of Company Stock
issued pursuant to the exercise of such Option under the circumstances described
in Section 421(b) of the Code (relating to certain disqualifying dispositions),
within ten (10) days of such disposition.

19.      Amendment or Termination of the Plan
         ------------------------------------

The Board of Directors may, at any time, suspend or terminate the Plan or revise
or amend it in any respect whatsoever; provided, however, that shareholder
approval shall be required if and to the extent the Board of Directors
determines that such approval is appropriate for purposes of satisfying Sections
162(m) or 422 of the Code or Rule 16b-3 or other applicable law. Awards may be
granted under the Plan prior to the receipt of such shareholder approval but
each such grant shall be subject in its entirety to such approval and no award
may be exercised, vested or otherwise satisfied prior to the receipt of such
approval. Nothing herein shall restrict the Committee's ability to exercise its
discretionary authority pursuant to Section 4, which discretion may be exercised
without amendment to the Plan. No action hereunder may, without the consent of a
Participant, reduce the Participant's rights under any outstanding Award.

20.      Transferability
         ---------------

Upon the death of a Participant or Nonemployee Director, outstanding Awards
granted to such Participant or Nonemployee Director may be exercised only by the
executor or administrator of the Participant's or Nonemployee Director's estate
or by a person who shall have acquired the right to such exercise by will or by
the laws of descent and distribution. No transfer of an Award by will or the
laws of descent and distribution shall be effective to bind the

                                      A-13
<PAGE>

Company unless the Committee shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer, and (b) an agreement
by the transferee to comply with all the terms and conditions of the Award that
are or would have been applicable to the Participant or Nonemployee Director and
to be bound by the acknowledgments made by the Participant or Nonemployee
Director in connection with the grant of the Award.

During the lifetime of a Participant or Nonemployee Director, the Committee may,
in its sole and absolute discretion, permit the transfer of an outstanding
Option, unless such Option is an Incentive Stock Option and the Committee and
the Participant intends that it shall retain such status. Subject to the
approval of the Committee and to any conditions that the Committee may
prescribe, a Participant or Nonemployee Director may, upon providing written
notice to the Secretary of the Company, elect to transfer any or all Options
granted to such Participant pursuant to the Plan to members of his or her
immediate family (including, but not limited to, children, grandchildren and
spouse or to trusts for the benefit of such immediate family members or to
partnerships in which such family members are the only partners) or to other
persons or entities approved by the Committee; provided, however, that no such
transfer by any Participant or Nonemployee Director may be made in exchange for
consideration.

21.      Expenses and Receipts
         ---------------------

The expenses of the Plan shall be paid by the Company. Any proceeds received by
the Company in connection with any Award shall be used for general corporate
purposes.

22.      Failure to Comply
         -----------------

In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant or Nonemployee Director (or beneficiary) to comply with
any of the terms and conditions of the Plan or the applicable Agreement, unless
such failure is remedied by such Participant or Nonemployee Director (or
beneficiary) within ten days after notice of such failure by the Committee,
shall be grounds for the cancellation and forfeiture of such Award, in whole or
in part, as the Committee, in its absolute discretion, may determine.


23.      Effective Date and Term of Plan
         -------------------------------

The Plan shall be subject to the requisite approval of the shareholders of the
Company. In the absence of such approval, any Awards shall be null and void.
Unless earlier terminated by the Board of Directors, the right to grant Awards
under the Plan shall terminate on the tenth anniversary of the Effective Date.
Awards outstanding at Plan termination shall remain in effect according to their
terms and the provisions of the Plan.

24.      Applicable Law
         --------------

Except to the extent preempted by any applicable federal law, the Plan shall be
construed and administered in accordance with the laws of the State of New York
without reference to its principles of conflicts of law.

25.      Participant Rights
         ------------------

No Participant shall have any claim to be granted any award under the Plan, and
there is no obligation for uniformity of treatment for Participants. Except as
provided specifically herein, a Participant or a transferee of an Award
(including a transferee of a Nonemployee Director) shall have no rights as a
shareholder with respect to any shares covered by any Award until the date of
the issuance of a Company Stock certificate to him or her for such shares.

26.      Unfunded Status of Awards
         -------------------------

                                      A-14
<PAGE>
The Plan is intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Agreement shall give
any such Participant any rights that are greater than those of a general
creditor of the Company.

27.      No Fractional Shares
         --------------------

No fractional shares of Company Stock shall be issued or delivered pursuant to
the Plan. The Committee shall determine whether cash, other Awards, or other
property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

28.      Beneficiary
         -----------

A Participant or Nonemployee Director may file with the Committee a written
designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation. If no designated
beneficiary survives the Participant or Nonemployee Director, the executor or
administrator of the Participant's or Nonemployee Director's estate shall be
deemed to be the grantee's beneficiary.

29.      Interpretation
         --------------

The Plan is designed and intended to comply with Rule 16b-3 and, to the extent
applicable, with Section 162(m) of the Code, and all provisions hereof shall be
construed in a manner to so comply.

30.      Severability
         ------------

If any provision of the Plan is held to be invalid or unenforceable, the other
provisions of the Plan shall not be affected but shall be applied as if the
invalid or unenforceable provision had not been included in the Plan.


                                      A-15

</TEXT>
</DOCUMENT>
