<PAGE>


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

                                   Form 10-Q

        (Mark One)
(X)     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarterly period ended   September 30, 1997
                                         ------------------

                                       OR

(  )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from _________ to _________ 

        Commission File Number   0-19034
                                 -------

                         REGENERON PHARMACEUTICALS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 New York                              13-3444607
       -------------------------------     ------------------------------------
       (State or other jurisdiction of     (I.R.S. Employer Identification No.)
       incorporation or organization)

         777 Old Saw Mill River Road
             Tarrytown, New York                       10591-6707
   ----------------------------------------            ----------
   (Address of principal executive offices)            (Zip code)

                                 (914) 347-7000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes  X         No
                                 -----         -----


Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of November 3, 1997:

       Class of Common Stock                        Number of Shares
  -------------------------------                   ----------------
  Class A Stock, $0.001 par value                       4,126,542
  Common Stock, $0.001 par value                       26,794,695

                                       1


<PAGE>

                        REGENERON PHARMACEUTICALS, INC.
                               Table of Contents
                               September 30, 1997

                                                                    Page Numbers


PART I      FINANCIAL INFORMATION



Item 1      Financial Statements

            Condensed balance sheets (unaudited) at September 30, 1997
            and December 31, 1996                                           3

            Condensed statements of operations (unaudited) for the three
            months and nine months ended September 30, 1997 and 1996        4

            Condensed statements of cash flows (unaudited) for the
            nine months ended September 30, 1997 and 1996                   5

            Notes to condensed financial statements                         6-7


Item 2      Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                       8-16



PART II OTHER INFORMATION



Item 6      Exhibits and Reports on Form 8-K                                17


SIGNATURE PAGE                                                              18


Exhibit 10.1  First Amendment to the Multi-Project Collaboration
              Agreement dated May 13, 1997 between the Company and The Procter
              & Gamble Company, dated as of September 29, 1997 (*)

Exhibit 11    Statement of computation of net loss per share for the three
              months and nine months ended September 30, 1997 and 1996

Exhibit 27    Financial data schedule


(*)     Portions of this document have been omitted and filed separately with
        the Commission pursuant to requests for confidential treatment pursuant
        to Rule 24b-2.

                                        2


<PAGE>




PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

REGENERON PHARMACEUTICALS, INC. 
CONDENSED BALANCE SHEETS AT SEPTEMBER 30, 1997 AND DECEMBER 31, 1996 (Unaudited)



<TABLE>
<CAPTION>
                                                                                                    September 30,     December 31, 
                                   ASSETS                                                               1997              1996
                                                                                                   -------------    -------------
<S>                                                                                                <C>              <C>          
Current assets
    Cash and cash equivalents                                                                      $  40,288,090    $  34,475,060
    Marketable securities                                                                             57,086,993       45,587,404
    Receivable due from Sumitomo Pharmaceuticals Company, Ltd.                                         1,257,571        2,072,455
    Receivable due from Merck & Co., Inc.                                                              1,503,597        1,816,056
    Receivable due from The Procter & Gamble Company                                                     958,450
    Receivable due from Amgen-Regeneron Partners                                                         330,999          446,269
    Prepaid expenses and other current assets                                                            651,865          611,435
                                                                                                   -------------    -------------
       Total current assets                                                                          102,077,565       85,008,679

Marketable securities                                                                                 29,272,954       16,965,302
Investment in Amgen-Regeneron Partners                                                                   408,170        1,205,299
Property, plant and equipment, at cost, net of accumulated depreciation
    and amortization                                                                                  32,882,412       34,297,843
Other assets                                                                                              97,372          104,731
                                                                                                   -------------    -------------
       Total assets                                                                                $ 164,738,473    $ 137,581,854
                                                                                                   =============    =============

                      LIABILITIES and STOCKHOLDERS' EQUITY
Current liabilities
    Accounts payable and accrued expenses                                                          $   4,131,356    $   4,357,145
    Capital lease obligations, current portion                                                         2,623,308        3,505,221
    Note payable, current portion                                                                         74,338           77,684
    Deferred revenue, current portion                                                                    931,564        4,108,412
                                                                                                   -------------    -------------
       Total current liabilities                                                                       7,760,566       12,048,462

Capital lease obligations                                                                              2,333,848        3,400,015
Note payable                                                                                           1,693,385        1,748,082
Other liabilities                                                                                        227,686          183,426

Deferred revenue                                                                                      14,483,586       13,270,870

Commitments and contingencies


Stockholders' equity
    Preferred stock, $.01 par value; 30,000,000 shares authorized; issued and outstanding - none
    Class A Stock, convertible, $.001 par value; 40,000,000 shares authorized;
         4,204,860 shares issued and outstanding in 1997
         4,355,994 shares issued and outstanding in 1996                                                   4,205            4,356
   Common Stock, $.001 par value; 60,000,000 shares authorized;
        26,709,041 shares issued and outstanding in 1997
        21,319,896 shares issued and outstanding in 1996                                                  26,709           21,320
    Additional paid-in capital                                                                       308,074,066      264,742,236
    Unearned compensation                                                                               (810,000)      (1,080,000)
    Accumulated deficit                                                                             (169,134,756)    (157,029,112)
    Net unrealized gain on marketable securities                                                          79,178          272,199
                                                                                                   -------------    -------------
       Total stockholders' equity                                                                    138,239,402      106,930,999
                                                                                                   -------------    -------------
       Total liabilities and stockholders' equity                                                  $ 164,738,473    $ 137,581,854
                                                                                                   =============    =============
</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                       3



<PAGE>


REGENERON PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)



<TABLE>
<CAPTION>

                                            Three months ended September 30,   Nine months ended September 30,
                                                 1997            1996              1997             1996
                                             -----------------------------     ------------------------------
<S>                                          <C>              <C>              <C>              <C>

Revenues
        Contract research and development      $3,276,721       $4,306,232      $11,892,336      $13,085,518
        Research progress payments              2,500,000                         2,500,000
        Investment income                       1,792,656        1,357,528        4,451,972        3,088,713
        Contract manufacturing                  1,304,023          557,927        2,858,989        1,394,287
                                             ------------     ------------     ------------     ------------
                                                8,873,400        6,221,687       21,703,297       17,568,518
                                             ------------     ------------     ------------     ------------

Expenses
        Research and development                6,802,711        7,660,787       20,759,498       21,389,751
        Loss in Amgen-Regeneron Partners          654,784        4,109,300        2,834,129       10,288,380
        General and administrative              1,428,275        1,422,479        4,580,478        4,519,978
        Depreciation and amortization             969,608        1,497,494        3,336,110        4,513,749
        Contract manufacturing                    750,560          206,159        1,719,095          445,265
        Interest                                  174,580          214,181          579,631          692,239
                                             ------------     ------------     ------------     ------------
                                               10,780,518       15,110,400       33,808,941       41,849,362
                                             ------------     ------------     ------------     ------------
Net loss                                      ($1,907,118)     ($8,888,713)    ($12,105,644)    ($24,280,844)
                                             ============     ============     ============     ============
Net loss per share                                 ($0.06)          ($0.35)          ($0.43)          ($1.01)
                                             ============     ============     ============     ============


Weighted average number of Common
   and Class A shares outstanding              30,894,514       25,605,159       27,962,070       24,066,180
                                             ============     ============     ============     ============

</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                        4



<PAGE>


REGENERON PHARMACEUTICALS, INC. 
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents



<TABLE>
<CAPTION>

                                                                                             Nine months ended September 30,
                                                                                                  1997            1996
                                                                                                  ----            ----

<S>                                                                                          <C>             <C>

Cash flows from operating activities
        Net loss                                                                             ($12,105,644)   ($24,280,844)
                                                                                             ------------    ------------
        Adjustments to reconcile net loss to net cash
          used in operating activities
            Loss in Amgen-Regeneron Partners                                                    2,834,129      10,288,380
            Depreciation and amortization                                                       3,336,110       4,513,749
            Stock issued in consideration for services rendered                                   270,000         270,000
            Changes in assets and liabilities
                Decrease (increase) in amounts due from Amgen-Regeneron Partners                  115,270      (1,303,670)
                Decrease (increase) in amounts due from Sumitomo Pharmaceuticals Co., Ltd.        814,884        (603,437)
                Decrease (increase) in amounts due from Merck & Co., Inc.                         312,459      (1,280,082)
                Increase in amounts due from The Procter & Gamble Company                        (958,450)
                Increase in investment in Amgen-Regeneron Partners                             (2,037,000)    (10,275,000)
                Increase in prepaid expenses
                    and other assets                                                              (33,071)       (380,617)
                (Decrease) increase in deferred revenue                                        (1,964,132)      3,003,040
                Increase (decrease) in accounts payable, accrued expenses,
                    and other liabilities                                                         190,160        (158,504)
                                                                                             ------------    ------------
                        Total adjustments                                                       2,880,359       4,073,859
                                                                                             ------------    ------------
                    Net cash used in operating activities                                      (9,225,285)    (20,206,985)
                                                                                             ------------    ------------
Cash flows from investing activities
        Purchases of marketable securities                                                    (72,941,324)    (54,530,151)
        Sales of marketable securities                                                         48,941,062      30,689,585
        Capital expenditures                                                                   (1,480,060)     (8,014,762)
                                                                                             ------------    ------------
                    Net cash used in investing activities                                     (25,480,322)    (31,855,328)
                                                                                             ------------    ------------

Cash flows from financing activities
        Net proceeds from the issuance of stock                                                43,337,068      59,367,260
        Principal payments on note payable                                                        (58,043)        (62,426)
        Capital lease payments                                                                 (2,760,388)     (2,525,745)
                                                                                             ------------    ------------

                    Net cash provided by financing activities                                  40,518,637      56,779,089
                                                                                             ------------    ------------

                    Net increase in cash and cash equivalents                                   5,813,030       4,716,776
                                                                                             ------------    ------------

                                                                                               34,475,060      32,736,026
                                                                                             ------------    ------------
Cash and cash equivalents at beginning of period
                    Cash and cash equivalents at end of period                               $ 40,288,090    $ 37,452,802
                                                                                             ============    ============

Supplemental disclosure of cash flow information
        Cash paid for interest                                                               $    535,371    $    631,865
                                                                                             ============    ============
</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                        5



<PAGE>


REGENERON PHARMACEUTICALS, INC.

Notes to Condensed Financial Statements


1.      Interim Financial Statements

        In the opinion of management of the Company, the accompanying unaudited
        interim financial statements reflect all adjustments, consisting only of
        normal recurring accruals, necessary to present fairly the Company's
        financial position as of September 30, 1997 and December 31, 1996 and
        the results of operations for the three months and nine months ended
        September 30, 1997 and 1996. The results of operations for such interim
        periods are not necessarily indicative of the results to be expected for
        the full year.


2.      Statement of Cash Flows

        Supplemental disclosure of noncash investing and financing activities:

        Capital lease obligations of approximately $812,000 and $2,005,000 were
        incurred during the first nine months of 1997 and 1996, respectively,
        when the Company leased new equipment.

        Included in accounts payable and accrued expenses at September 30, 1997
        and December 31, 1996 were approximately $417,000 and $788,000 of
        capital expenditures, respectively.


3.      Accounts Payable and Accrued Expenses

        Accounts payable and accrued expenses as of September 30, 1997 and
        December 31, 1996 consist of the following:


                                             September 30,   December 31,
                                                  1997           1996
                                                  ----           ----

          Accounts payable                    $2,314,966     $2,178,308
          Accrued payroll and related costs      787,733      1,047,812
          Accrued clinical trial expense         319,500        319,500
          Accrued expenses, other                358,869        389,062
          Deferred compensation                  350,288        422,463
                                              ----------     ----------
                                              $4,131,356     $4,357,145
                                              ==========     ==========


4.      Collaboration Agreement


        In May 1997, the Company entered into a ten-year collaboration agreement
        with The Procter & Gamble Company ( "Procter & Gamble") to discover,
        develop, and commercialize pharmaceutical products (the "P&G
        Agreement"), as well as a securities purchase agreement and other
        agreements. Procter & Gamble agreed over the first five years of the
        various agreements to purchase up to $60.0 million in Regeneron equity
        and provide up to $94.7 million in support of Regeneron's research
        efforts related to the collaboration. In June 1997, Procter & Gamble
        completed the purchase of 4.35 million shares of Regeneron Common Stock
        at $9.87 per share for a total of $42.9 million and received five year
        warrants to purchase an additional 1.45 million shares of Regeneron


                                       6


<PAGE>

        stock at $9.87 per share. This purchase was in addition to a $10.0
        million purchase of Regeneron Common Stock at $12.50 per share that was
        completed in March 1997 pursuant to a December 1996 stock purchase
        agreement. The P&G Agreement expanded and superceded a collaboration
        agreement that the companies entered into in December 1996 jointly to
        develop drugs for skeletal muscle injury and atrophy.

        During the second five years of the P&G Agreement, the companies will
        share all research costs equally. Clinical testing and commercialization
        expenses for jointly developed products will be shared equally
        throughout the ten years of the collaboration. Procter & Gamble will
        have rights to Regeneron's current technology (other than certain
        neurotrophic factors and cytokines), which is expected to have
        application in cardiovascular, bone, muscle, arthritis, and other
        disease areas. Procter & Gamble will also have rights to new technology
        developed by Regeneron as a result of the collaboration. The companies
        expect jointly to develop and market worldwide any products resulting
        from the collaboration and share equally in profits. Either company may
        terminate the P&G Agreement at the end of five years with at least one
        year prior notice or earlier in the event of default.

        In September 1997, the Company and Procter & Gamble amended the P&G
        Agreement to include AXOKINE and related molecules, and agreed initially
        to develop AXOKINE to treat obesity associated with Type II diabetes.
        Procter & Gamble agreed to pay the Company as much as $15.0 million in
        additional funding, partly subject to achieving certain milestones. $2.5
        million was paid in September 1997. 

        Contract research and development revenue related to the P&G Agreement
        was $1.0 million in the third quarter of 1997 and $2.8 million for the
        first nine months of 1997. Revenue from research progress payments
        related to the P&G Agreement was $2.5 million for the three month and
        nine month periods ended September 30, 1997. At September 30, 1997, the
        Procter & Gamble contract research revenue receivable was $1.0 million.

5.      Impact of the Future Adoptions of Recently Issued Accounting Standards


        In February 1997, the Financial Accounting Standards Board issued
        Financial Accounting Standard No. 128, "Earnings Per Share" ("SFAS
        128"). SFAS 128 will require the Company to replace the current
        presentation of "primary" per share data with "basic" and "diluted" per
        share data. Currently, outstanding common stock equivalents are
        antidilutive and therefore management estimates that the future adoption
        of SFAS 128 currently will not have a material impact on the Company's
        per share data. SFAS 128 will be adopted by the Company for periods
        ending after December 15, 1997.

        The Financial Accounting Standards Board issued Financial Accounting
        Standard No. 130, "Reporting Comprehensive Income" ("SFAS 130") in June
        1997. Comprehensive Income represents the change in net assets of a
        business enterprise as a result of nonowner transactions. Management
        does not believe that the future adoption of SFAS 130 will have a
        material effect on the Company's financial position and results of
        operations. The Company will adopt SFAS 130 for the year ending December
        31, 1998.

        Also in June 1997, the Financial Accounting Standards Board issued
        Financial Accounting Standard No. 131, "Disclosures about Segments of an
        Enterprise and Related Information" ("SFAS 131"). SFAS 131 requires that
        a business enterprise report certain information about operating
        segments, products and services, geographic areas of operation, and
        major customers in complete sets of financial statements and in
        condensed financial statements for interim periods. The Company is
        required to adopt this standard for the year ending December 31, 1998
        and is currently evaluating the impact of the standard.


                                       7



<PAGE>



I
tem 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations


General

        Overview. The discussion below contains forward-looking statements that
involve risks and uncertainties relating to the future financial performance of
Regeneron Pharmaceuticals, Inc. ("Regeneron" or the "Company") and actual events
or results may differ materially. These statements concern, among other things,
the possible therapeutic applications of the Company's product candidates and
research programs, the timing and nature of the Company's clinical and research
programs now underway or planned, a variety of items described in the footnotes
to the Company's financial statements (including the useful life of assets, the
anticipated length of agreements, and other matters), and the future uses of
capital and financial needs of the Company. These statements are made by the
Company based on management's current beliefs and judgment. In evaluating such
statements, stockholders and investors should specifically consider the various

factors identified under the caption "Factors That May Affect Future Operating
Results" which could cause actual results to differ materially from those
indicated by such forward-looking statements.

        In May 1997, the Company entered into a ten-year collaboration agreement
with The Procter & Gamble Company ("Procter & Gamble") to discover, develop, and
commercialize pharmaceutical products (the "P&G Agreement"), as well as a
securities purchase agreement and other related agreements. Procter & Gamble
agreed over the first five years of the various agreements to purchase up to
$60.0 million in Regeneron equity and provide up to $94.7 million in support of
Regeneron's research efforts related to the collaboration. In June 1997, Procter
& Gamble purchased 4.35 million shares of Regeneron Common Stock at $9.87 per
share for a total of $42.9 million and received five year warrants to purchase
an additional 1.45 million shares of Regeneron stock at $9.87 per share. This
purchase was in addition to a $10.0 million purchase of Regeneron Common Stock
at $12.50 per share that was completed in March 1997 pursuant to a December 1996
stock purchase agreement. The P&G Agreement expanded and superseded a
collaboration agreement that the companies entered into in December 1996 jointly
to develop drugs for skeletal muscle injury and atrophy.

        In September 1997, the Company and Procter & Gamble expanded the P&G
Agreement to include AXOKINE and related molecules, and agreed to develop
AXOKINE to treat obesity associated with Type II diabetes. Procter & Gamble
agreed to pay the Company as much as $15.0 million in additional funding, partly
subject to achieving certain milestones. $2.5 million was paid in September
1997.

        During the third quarter of 1997, Amgen-Regeneron Partners, the
partnership equally owned by Regeneron and Amgen Inc. ("Amgen"), continued to
develop Regeneron's brain-derived neurotrophic factor ("BDNF") and
neurotrophin-3 ("NT-3"). BDNF is being developed for potential use in treating
amyotrophic lateral sclerosis ("ALS," commonly known as Lou Gehrig's disease)
through two routes of administration: intrathecal (infusion into the spinal
fluid through an implanted pump) and subcutaneous (injection under the skin). A
Phase I intrathecal study being conducted by Amgen in ALS patients is
continuing. Subcutaneous studies to be conducted by Regeneron are also planned.
These subcutaneous studies will be based on retrospective analysis of the
Amgen-Regeneron Partners' Phase III trial of BDNF for ALS that was completed in
1996. That trial confirmed the safety and tolerability of BDNF seen in earlier
clinical trials but showed no statistically significant difference in breathing


                                       8


<PAGE>


capacity or survival between treatment and placebo groups as measured by the
trial's predetermined primary endpoints. However, additional analysis of the
trial, conducted by Regeneron and outside independent consultants, indicated
that a retrospectively-defined subset of ALS patients in the trial may have
received a survival benefit from BDNF treatment. The planned BDNF subcutaneous
studies are intended to test whether this survival benefit can be confirmed
through appropriate prospective trials.



        Amgen-Regeneron Partners' clinical development of NT-3 is currently
focused on enteric neuropathies. The enteric nervous system is a complex
collection of nerves that control the function of the gastrointestinal system,
including gastrointestinal motility. Amgen-Regeneron Partners has conducted
clinical studies of NT-3 in normal volunteers and patients suffering peripheral
neuropathies associated with diabetes. These studies indicated, among other
things, that NT-3 is safe and well tolerated at a variety of doses in both
normal and diseased patients and that, at certain doses, NT-3 has a side effect
of increased gastrointestinal motility. Based on these results and discussions
with gastrointestinal experts, Regeneron, on behalf of Amgen-Regeneron Partners,
is planning to design and conduct pilot Phase II clinical studies of NT-3 in
enteric neuropathies including constipation associated with the use of opiate
pain-killers, Parkinson's disease, and other conditions.

        Amgen-Regeneron Partners is not planning to pursue additional trials of
BDNF and NT-3 in peripheral neuropathy at the present time, because initial
results were not sufficiently promising to justify the expenditures for the
inherently long and large development program required for these studies.

        During the third quarter of 1997, the Company continued to develop and
manufacture BDNF for use by Sumitomo Pharmaceuticals Co., Ltd. ("Sumitomo
Pharmaceuticals") in Japan. Sumitomo Pharmaceuticals has informed the Company
that it plans to begin a Phase I clinical study in the first half of 1998 in
Japan to assess the safety and tolerability of BDNF delivered subcutaneously to
normal volunteers. Sumitomo Pharmaceuticals is initially developing BDNF to
treat ALS.

        The results of the Company's and its collaborators' past activities in
connection with the research and development of BDNF and NT-3 do not necessarily
predict the results or success of future activities including, but not limited
to, any additional preclinical or clinical studies of BDNF or NT-3. The Company
cannot predict whether, when, or under what conditions BDNF or NT-3 will be
shown to be safe or effective to treat any human condition or be approved for
marketing by any regulatory agency. The delay or failure of current or future
studies to demonstrate the safety or efficacy of BDNF or NT-3 to treat human
conditions or to be approved for marketing would have a material adverse impact
on the Company.

        While intrathecal delivery may be more successful in delivering BDNF to
certain motor neurons (the nerve cells that degenerate in ALS), it is not known
whether intrathecal delivery will prove any more successful in demonstrating
safety and utility in patients with ALS than the subcutaneous delivery used in
the Phase III clinical trial that failed to achieve its primary endpoints. The
planned clinical studies of BDNF delivered subcutaneously for the treatment of
ALS are also based on retrospective analyses of the Phase III clinical trial
that failed to meet its primary endpoints. If these or subsequent trials fail to
demonstrate that BDNF is safe and effective in the treatment of ALS, that
failure could have a materially adverse effect on the Company, the price of the
Company's Common Stock, and the Company's ability to raise additional capital.


                                       9


<PAGE>

        No assurance can be given that extended administration of NT-3 will be
safe or effective. The Phase I study of NT-3 in normal human volunteers that
concluded in 1995 was a short term (seven day) treatment study, while the
planned NT-3 clinical studies involve longer treatment. The treatment of various
constipating conditions may present additional clinical trial risks in light of
the complex and not wholly understood mechanisms of action that lead to the
conditions, the concurrent use of other drugs to treat the underlying illnesses
as well as the gastrointestinal condition, the potential difficulty of designing
and achieving significant clinical endpoints, and other factors. No assurance
can be given that these or any other studies of NT-3 will be successful or that
NT-3 will be commercialized.

        To date, Regeneron has not received any revenues from the commercial
sale of products and may never receive such revenues. Before such revenues can
be realized, the Company (or its collaborators) must overcome a number of
hurdles which include successfully completing its research and development
efforts and obtaining regulatory approval from the United States Food and Drug
Administration ("FDA") or regulatory authorities in other countries. In
addition, the biotechnology and pharmaceutical industries are rapidly evolving
and highly competitive, and new developments may render the Company's products
and technologies noncompetitive and obsolete.

        From inception on January 8, 1988 through September 30, 1997, Regeneron
has a cumulative loss of $169.0 million. In the absence of revenues from
commercial product sales or other sources (the amount, timing, nature, or source
of which can not be predicted), the Company's losses will continue as the
Company conducts its research and development activities. The Company's
activities may expand over time and may require additional resources, and the
Company's operating losses may be substantial over at least the next several
years. The Company's losses may fluctuate from quarter to quarter and will
depend, among other factors, on the timing of certain expenses and on the
progress of the Company's research and development efforts.


Results of Operations

        Three months ended September 30, 1997 and 1996. The Company's total
revenue increased to $8.9 million for the third quarter of 1997 from $6.2
million for the same period in 1996. Contract research and development revenue
decreased to $3.3 million for the third quarter of 1997 from $4.3 million for
the same period in 1996, as the Company provided less research and manufacturing
support to the Amgen-Regeneron Partners and Sumitomo Pharmaceuticals
collaborations, partly offset by revenue received from Procter & Gamble in
connection with the May 1997 P&G Agreement. Revenue from research progress
payments in the third quarter of 1997 represents a $2.5 million payment received
from Procter & Gamble in connection with signing the September 1997 amendment to
the P&G Agreement. Investment income in the third quarter of 1997 increased to
$1.8 million from $1.4 million for the same period in 1996, due primarily to
higher levels of interest-bearing investments resulting from the proceeds
received as a result of the private placement of equity securities with Procter
& Gamble in 1996 and 1997. Contract manufacturing revenue related to the
long-term manufacturing agreement (the "Merck Agreement") with Merck & Co., Inc.

("Merck") for the third quarters of 1997 and 1996 totaled $1.3 million and $0.6
million, respectively. This increase was the result of increased activity on the
part of the Company in preparation of the Company's manufacturing facility in
Rensselaer for the production of a product for Merck.

        The Company's total operating expenses decreased to $10.8 million in the
third quarter of 1997 from $15.1 million for the same period in 1996. Research
and 


                                       10


<PAGE>


development expenses declined to $6.8 million in the third quarter of 1997
from $7.7 million for the same period in 1996 as the cost of producing BDNF for
clinical use by Sumitomo declined in 1997. Loss in Amgen-Regeneron Partners
decreased to $0.7 million in the third quarter of 1997 from $4.1 million for the
same period in 1996, as the Partnership completed the Phase III clinical trial
of BDNF in 1996. Research and development expenses (including Loss in
Amgen-Regeneron Partners) were approximately 69% of total operating expenses in
the third quarter of 1997, compared to 78% for the same period in 1996.

        General and administrative expenses were $1.4 million in the third
quarters of both 1997 and 1996. Depreciation and amortization expense decreased
to $1.0 million in the third quarter of 1997 from $1.5 million in the third
quarter of 1996 as certain laboratory equipment became fully depreciated and
capitalized patent costs were fully amortized in 1996. Contract manufacturing
expenses are direct expenses related to the long-term manufacturing agreement
with Merck. Such expenses, which are reimbursed by Merck, increased to $0.8
million in the third quarter of 1997 from $0.2 million in the same period of
1996, primarily from increased equipment validation costs. Interest expense was
$0.2 million for the third quarters of both 1997 and 1996.

        The Company's net loss for the third quarter of 1997 was $1.9 million,
or $0.06 per share, compared to a net loss of $8.9 million, or $0.35 per share,
for the same period in 1996.

        Nine months ended September 30, 1997 and 1996. The Company's total
revenue increased to $21.7 million for the nine months ended September 30, 1997
from $17.6 million for the same period in 1996. Contract research and
development revenue decreased to $11.9 million for the nine months ended
September 30, 1997 from $13.1 million for the same period in 1996, as the
Company provided less research and manufacturing support to the Amgen-Regeneron
Partners and Sumitomo Pharmaceuticals collaborations, partly offset by revenue
received from Procter & Gamble in connection with the May 1997 P&G Agreement.
Revenue from research progress payments in the first nine months of 1997
represents a $2.5 million payment received from Procter & Gamble in connection
with signing the September 1997 amendment to the P&G Agreement. Investment
income in the first nine months of 1997 increased to $4.4 million from $3.1
million for the same period in 1996, due primarily to higher levels of
interest-bearing investments resulting from the proceeds received as a result of
the private placement of equity securities with Amgen, Medtronic Inc., and

Procter & Gamble in 1996 and 1997. Contract manufacturing revenue related to the
Merck Agreement for the nine months ended September 30, 1997 and 1996 totaled
$2.9 million and $1.4 million, respectively. This increase was the result of
increased activity on the part of the Company in preparation of the Company's
manufacturing facility in Rensselaer for the production of a product for Merck.

        The Company's total operating expenses decreased to $33.8 million in the
nine months ended September 30, 1997 from $41.8 million for the same period in
1996. Research and development expenses declined to $20.8 million in the first
nine months of 1997 from $21.4 million for the same period in 1996 as the cost
of producing BDNF for clinical use by Sumitomo declined in 1997. Loss in
Amgen-Regeneron Partners for the first nine months of 1997 decreased to $2.8
million from $10.3 million for the same period in 1996, as the Partnership
completed the Phase III clinical trial of BDNF in 1996. Research and development
expenses for the nine months ended September 30, 1997 and 1996 (including Loss
in Amgen-Regeneron Partners) represented approximately 70% and 76% of total
operating expenses, respectively.


                                       11


<PAGE>

        General and administrative expenses were $4.6 million and $4.5 million
in the first nine months of 1997 and 1996, respectively. Depreciation and
amortization expense decreased to $3.3 million in the first nine months of 1997
from $4.5 million in the first nine months of 1996, as certain laboratory
equipment became fully depreciated and capitalized patent costs were fully
amortized in 1996. Contract manufacturing expenses are direct expenses related
to the long-term manufacturing agreement with Merck. Such expenses, which are
reimbursed by Merck, increased to $1.7 million in the first nine months of 1997
from $0.4 million in the same period of 1996, primarily from increased equipment
validation costs. Interest expense was $0.6 million and $0.7 million in the
first nine months of 1997 and 1996, respectively.

        The Company's net loss for the nine months ended September 30, 1997 was
$12.1 million, or $0.43 per share, compared to a net loss of $24.3 million, or
$1.01 per share, for the same period in 1996.


Liquidity and Capital Resources

        Since its inception in 1988, the Company has financed its operations
primarily through private placements and public offerings of its equity
securities, revenue earned under the several agreements between the Company and
each of Amgen, Sumitomo Chemical Company, Ltd., Sumitomo Pharmaceuticals, Merck,
and Procter & Gamble and investment income.

        In May 1997, the Company and Procter & Gamble entered into the P&G
Agreement. Procter & Gamble agreed over the first five years of the P&G
Agreement to purchase up to $60.0 million in Regeneron equity and provide up to
$94.7 million in support of Regeneron's research efforts related to the
collaboration. During the second five years of the P&G Agreement, the companies
will share all research costs equally. Clinical testing and commercialization

expenses for jointly developed products will be shared equally throughout the
ten years of the collaboration. The companies expect jointly to develop and
market worldwide any products resulting from the collaboration and share equally
in profits. Either company may terminate the P&G Agreement at the end of five
years with at least one year prior notice or earlier in the event of a default
(as defined in the P&G Agreement). In June 1997, Procter & Gamble completed the
purchase of 4.35 million shares of Regeneron Common Stock at $9.87 per share for
a total of $42.9 million and received five year warrants to purchase an
additional 1.45 million shares of Regeneron stock at $9.87 per share. This
purchase was in addition to a $10.0 million purchase of Regeneron Common Stock
at $12.50 per share that was completed in March 1997 pursuant to a December 1996
stock purchase agreement. In September 1997 the Company and Procter & Gamble
amended the P&G Agreement to include AXOKINE and related molecules, and to
develop AXOKINE to treat obesity associated with Type II diabetes. Procter &
Gamble agreed to pay the Company as much as $15.0 million in additional funding,
partly subject to achieving certain milestones. $2.5 million was paid in
September 1997.

        In connection with the Company's agreement to collaborate with Sumitomo
Pharmaceuticals in the research and development of BDNF in Japan, Sumitomo
Pharmaceuticals has paid the Company $22.0 million through September 1997 and
has agreed to pay the Company an additional $3.0 million in 1998. Sumitomo
Pharmaceuticals has the option to cancel the 1998 payment; however, if such a
cancellation were to occur, Sumitomo Pharmaceutical's rights to develop and
commercialize BDNF in Japan would revert to the Company. In addition, the
Company 


                                       12


<PAGE>

is being reimbursed in connection with supplying Sumitomo Pharmaceuticals with 
BDNF for preclinical use.

        The Company's activities relating to BDNF and NT-3, as agreed upon by
Amgen and Regeneron, are being reimbursed by Amgen-Regeneron Partners, and the
Company recognizes such reimbursement as revenue. The funding of Amgen-Regeneron
Partners is through capital contributions from Amgen and Regeneron, who must
make equal payments in order to maintain equal ownership and equal sharing of
any profits or losses from the Partnership. The Company has made capital
contributions totaling approximately $44.6 million to Amgen-Regeneron Partners
from the Partnership's inception in June 1993 through September 30, 1997. The
Company expects that its capital contributions in 1997 will total $2.6 million
for the full year, of which $2.0 million has been funded to date. Capital
contributions in future years are anticipated to be greater than in 1997. These
contributions could increase or decrease, depending upon the cost of
Amgen-Regeneron Partners' conducting additional BDNF and NT-3 studies and the
outcomes of those and other ongoing studies.

        From its inception in January 1988 through September 30, 1997, the
Company invested approximately $55.5 million in property, plant, and equipment.
This includes $16.8 million to acquire and renovate the Rensselaer facility,
$6.3 million of completed construction at the facility, and $7.3 million of

construction in progress related to the modification of the facility in
connection with the Merck Agreement. In connection with the purchase and
renovation of the Rensselaer facility, the Company obtained financing of $2.0
million from the New York State Urban Development Corporation, of which $1.8
million is outstanding. Under the terms of such financing, the Company is not
permitted to declare or pay dividends to its stockholders.

        During 1996, the Company entered into a series of new leasing agreements
(the "New Lease Line") which provide up to $4.0 million to finance equipment
acquisitions and certain building improvements, as defined (collectively, the
"Equipment"). The Company may utilize the New Lease Line in increments
("leases"). Lease terms are for four years after which the Company is required
to purchase the Equipment at defined amounts. Certain of the leases may be
renewed for eight months at defined monthly payments after which the Company
will own the Equipment. At September 30, 1997, the Company had available
approximately $0.3 million of the New Lease Line.

        The Company expects that expenses related to the filing, prosecution,
defense and enforcement of patent and other intellectual property claims will
continue to be substantial as a result of patent filings and prosecutions in the
United States and foreign countries. The Company is currently involved in two
interference proceedings in the Patent and Trademark Office between Regeneron's
patent applications and patents relating to CNTF issued to Synergen, Inc. Amgen
acquired all outstanding shares of Synergen in 1994.

        As of September 30, 1997, the Company had no established banking
arrangements through which it could obtain short-term financing or a line of
credit. Additional funds may be raised through, among other things, the issuance
of additional securities, other financing arrangements, and future collaboration
agreements. No assurance can be given that additional financing will be
available or, if available, that it will be available on acceptable terms.

        At September 30, 1997, the Company had $126.6 million in cash, cash
equivalents, and marketable securities. The Company expects to incur substantial
funding requirements for, among other things, its research and development
activities 


                                       13


<PAGE>

(including preclinical and clinical testing), validation of its
manufacturing facilities, and the acquisition of equipment, and may incur
substantial funding requirements for expenses related to the patent interference
proceedings and other patent matters. The Company expects to incur ongoing
funding requirements for capital contributions to Amgen-Regeneron Partners to
support the continued development and clinical trials of BDNF and NT-3. The
amount needed to fund operations will also depend on other factors, including
the status of competitive products, the success of the Company's research and
development programs, the status of patents and other intellectual property
rights developments, and the continuation, extent, and success of any
collaborative research programs (including those with Amgen and Procter &
Gamble). The Company expects to incur additional capital expenditures in

connection with the renovation and validation of its Rensselaer facility
pursuant to its manufacturing agreement with Merck. However, the Company also
expects that such expenditures will be substantially reimbursed by Merck,
subject to certain conditions. The Company believes that its existing capital
resources will enable it to meet operating needs for at least the next several
years. No assurance can be given that there will be no change in projected
revenues or expenses that would lead to the Company's capital being consumed at
a faster rate than currently expected. In order to continue to attempt to assure
Regeneron's financial condition and maximize its technological developments for
the long-term benefit of shareholders, the Company from time to time seeks
additional corporate partners and explores other opportunities to obtain
research and development funding. No assurance can be given that such partners
or funding will be available or, if available, will be on terms favorable or
acceptable to the Company.


Factors That May Affect Future Operating Results

        Regeneron cautions stockholders and investors that the following
important factors, among others, in some cases have affected, and in the future
could affect, Regeneron's actual results and could cause Regeneron's actual
results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, Regeneron. The statements under this
caption are intended to serve as cautionary statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The following information is
not intended to limit in any way the characterization of other statements or
information under other captions as cautionary statements for such purpose:

o       Delay, difficulty, or failure of the Company's preclinical drug research
        and development programs to produce product candidates that are
        scientifically or commercially appropriate for further development by
        the Company or others.

o       Delay, difficulty, or failure in obtaining regulatory approval
        (including approval of its facilities for production) for the Company's
        products (including vaccine intermediate for Merck), including delays or
        difficulties in development because of insufficient proof of safety or
        efficacy.

o       Increased and irregular costs of development, regulatory approval,
        manufacture, sales, and marketing associated with the introduction of
        products in the late stage of development.

o       Cancellation or termination of material collaborative or licensing
        agreements (including in particular, but not limited to, those with
        Procter & Gamble and 


                                       14


<PAGE>

        Amgen) and the resulting loss of research or other funding, could have a
        material adverse effect on the Company and its operations. A change of

        control of one or more of the Company's material collaborators or
        licensees could also have a material adverse effect on the Company.

o       Competitive or market factors may cause use of the Company's products to
        be limited or otherwise fail to achieve broad acceptance.

o       The ability to obtain, maintain, and prosecute intellectual property
        rights, and the cost of acquiring in-process technology and other
        intellectual property rights, either by license, collaboration, or
        purchase of another entity.

o       Difficulties or high costs of obtaining adequate financing to meet the
        Company's obligations under its collaboration and licensing agreements
        or to fund 50 percent of the cost of developing product candidates in
        order to retain 50 percent of the commercialization rights.

o       Amount and rate of growth in Regeneron's general and administrative
        expenses, and the impact of unusual or infrequent charges resulting from
        Regeneron's ongoing evaluation of its business strategies and
        organizational structure.

o       Failure of corporate partners to commercialize successfully the
        Company's products or to retain and expand the markets served by the
        commercial collaborations; conflicts of interest, priorities, and
        commercial strategies which may arise between the Company and such
        corporate partners.

o       Delays or difficulties in developing and acquiring production technology
        and technical and managerial personnel to manufacture novel
        biotechnology products in commercial quantities at reasonable costs and
        in compliance with applicable quality assurance and environmental
        regulations and governmental permitting requirements.

o       Difficulties in obtaining key raw materials and supplies for the
        manufacture of the Company's product candidates.

o       The costs and other effects of legal and administrative cases and
        proceedings (whether civil, such as product-related or environmental, or
        criminal); settlements and investigations; developments or assertions by
        or against Regeneron relating to intellectual property rights and
        licenses; the issuance and use of patents and proprietary technology by
        Regeneron and its competitors, including the possible negative effect on
        the Company's ability to develop, manufacture, and sell its products in
        circumstances where it is unable to obtain licenses to patents which may
        be required for such products.

o       Underutilization of the Company's existing or new manufacturing
        facilities or of any facility expansions, resulting in inefficiencies
        and higher costs; start-up costs, inefficiencies, delays, and increased
        depreciation costs in connection with the start of production in new
        plants and expansions.


                                       15



<PAGE>

o       Health care reform, including reductions or changes in reimbursement
        available for prescription medications or other reforms.

o       The ability to attract and retain key personnel. As Regeneron's
        scientific efforts lead to potentially promising new directions, both
        outside of recombinant protein therapies (into orally active, small
        molecule pharmaceuticals) and outside of treatments for neurological and
        neurodegenerative conditions (into, for example, potential programs in
        cancer, inflammation, muscle disease, bone growth disorders,
        angiogenesis, and hemopoiesis), the Company will require additional
        internal expertise or external collaborations in areas in which it
        currently does not have substantial resources and personnel.


Impact of the Adoption of Recently Issued Accounting Standards

        In February 1997, the Financial Accounting Standards Board issued
Financial Accounting Standard No. 128, "Earnings Per Share" ("SFAS 128"). SFAS
128 will require the Company to replace the current presentation of "primary"
per share data with "basic" and "diluted" per share data. Currently, outstanding
common stock equivalents are antidilutive and therefore management estimates
that the future adoption of SFAS 128 currently will not have a material impact
on the Company's per share data. SFAS 128 will be adopted by the Company for
periods ending after December 15, 1997.

        The Financial Accounting Standards Board issued Financial Accounting
Standard No. 130, "Reporting Comprehensive Income" ("SFAS 130") in June 1997.
Comprehensive Income represents the change in net assets of a business
enterprise as a result of nonowner transactions. Management does not believe
that the future adoption of SFAS 130 will have a material effect on the
Company's financial position and results of operations. The Company will adopt
SFAS 130 for the year ending December 31, 1998.

        Also in June 1997, the Financial Accounting Standards Board issued
Financial Accounting Standard No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). SFAS 131 requires that a
business enterprise report certain information about operating segments,
products and services, geographic areas of operation, and major customers in
complete sets of financial statements and in condensed financial statements for
interim periods. The Company is required to adopt this standard for the year
ending December 31, 1998 and is currently evaluating the impact of the standard.


                                       16



<PAGE>



P
ART II.        OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(a)     Exhibits

              * 10.1    First Amendment to the Multi-Project Collaboration 
                        Agreement dated May 13, 1997 between the Company and The
                        Procter & Gamble Company, dated as of September 29, 
                        1997.

                11      Statement of computation of net loss per share for the
                        three months and nine months ended September 30, 1997
                        and 1996.

                27      Financial Data Schedule


(b)     Reports

                No reports on Form 8-K were filed by the registrant during the
                quarter ended September 30, 1997.



                *       Portions of this document have been omitted and filed
                        separately with the Commission pursuant to requests for
                        confidential treatment pursuant to Rule 24b-2.


                                       17



<PAGE>



                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                  Regeneron Pharmaceuticals, Inc.




Date:  November 14, 1997          By:       /s/ Murray A. Goldberg
       -----------------             ---------------------------------
                                       Murray A. Goldberg
                                       Vice President, Finance & Administration,
                                       Chief Financial Officer, and Treasurer


                                       18








<PAGE>

                                                                  EXHIBIT 10.1


          First Amendment to the Multi-Project Collaboration Agreement
                               dated May 13, 1997

        This Amendment, dated September 29, 1997, is by and between the Procter
& Gamble Company and its Affiliates ("P&G") and Regeneron Pharmaceuticals, Inc.,
and its Affiliates ("Regeneron").

        The Parties entered into the Multi-Project Collaboration Agreement on
May 13, 1997, ("Collaboration Agreement"). AXOKINE (as defined herein) and CNTF
(as defined herein) were excluded from the scope of the Collaboration Agreement
as Regeneron Excluded Technology.

        The Parties now desire to include AXOKINE and CNTF in the Collaboration
Agreement, to the extent set forth in this Amendment.

        Defined terms shall be the same as the Collaboration Agreement, except
as specifically defined herein.

        Accordingly, the Parties agree to amend the Collaboration Agreement as
follows:

                            Article I - Definitions

The following Sections shall be added:

        1.50 "AXOKINE" means any CNTF (as defined herein) protein molecule
having one or more amino acid substitutions, deletions or additions, including,
but not limited to AxQ (as defined herein), unless designated otherwise by the
OC.

        1.51 "CNTF" means ciliary neurotrophic factor, including but not limited
to rat, rabbit, or human CNTF. The full 200 amino acid sequence of human CNTF is
set forth in Attachment 1.51.



<PAGE>


        1.52 "AxQ" means any AXOKINE protein molecule claimed in U.S. Patent No.
5,349,056 and any continuations, continuations-in-parts, divisions, extensions
or foreign counterparts thereof.

        1.53 "Proof of Concept Trial" means the first clinical trial in humans
that is conducted for the purpose of determining the safety and efficacy of
AXOKINE for weight reduction and glucose control in Type II diabetics (or as
otherwise modified by the OC) and that the OC specifically designates as such.

Attachment 1.13 (a) shall be modified as attached.



                     Article III - Research and Development

        The following sections shall be added or modified (as applicable and
shown by redlined text):

        3.3 (b) If the OC agrees that the Research Compound meets the Success
        Criteria, then the Compound shall be designated a Development Compound.
        Within *** (***) days after the designation of a Development Compound by
        the OC, the OC shall approve a Product Plan for such Development
        Compound. The Product Plan shall include general goals of the Parties
        relating to the development and marketing of each Development Compound
        and the timing, nature, and priority of resources to be applied and will
        detail tasks and goals, personnel allocation, outside services and
        costs, Success Criteria, Allowable Product Expenses, budgets, and such
        other matters deemed necessary to implement the Product Plan. The
        Product Plan will include a spending forecast through the end of
        clinical trials for the Development Compound and a budget for the next
        Fiscal Year that will be updated by the OC at least annually on a Fiscal
        Year basis. Procter & Gamble is responsible for taking the lead in
        proposing such budget with significant and timely input from Regeneron.
        The timing and calculations for the typical Product Plan budget is
        contained in Attachment 3.1 as an example. The OC will have complete
        authority to adopt all Product Plans. Notwithstanding the foregoing, the
        OC shall approve the Product Plan for AXOKINE within *** (***) days of
        signing this Amendment.


                                       2


<PAGE>

        3.3 (c) The Parties hereby designate AXOKINE as a Development Compound.

        3.4 (a) Allowable Product Expenses. Allowable Product Expenses for
        Development Compounds in the Muscle Field shall be shared equally.
        Allowable Product Expenses to support an Investigational New Drug
        application (IND) pursuant to 21 C.F.R. 312.1 et seq. for Development
        Compounds other than those Development Compounds in the Muscle Field in
        Fiscal Years 1 through 5 shall be paid by Procter & Gamble; all other
        Allowable Product Expenses for such Development Compounds shall be
        shared equally. Notwithstanding the foregoing, Procter & Gamble shall
        pay for the Proof of Concept Trial. In addition, Procter & Gamble shall
        pay all other Allowable Product Expenses for AXOKINE until Regeneron's
        receipt of all funding described in Section 3.9. All other Allowable
        Product Expenses for AXOKINE shall be shared equally. Allowable Product
        Expenses shall be payable quarterly in arrears, based on justification
        of Allowable Product Expenses incurred over the quarter. Regeneron and
        Procter & Gamble shall submit reports to each other within thirty (30)
        days of the end of each Fiscal Quarter detailing the number of FTEs
        performing work pursuant to the Product Plan, Third Party costs and
        other costs incurred in research, development and marketing activities,
        as well as a detailed description of such work. Each Party shall review
        and approve the other Party's reports within fifteen (15) days

        thereafter, subject to
 the OC's approval, if necessary. Procter & Gamble
        will then calculate the amount that shall be paid by either Party to the
        other Party to equalize funding and so advise Regeneron within seven (7)
        days. The Party to whom funds are owed will issue an invoice for the
        corresponding amount, payable within thirty (30) days. Costs incurred
        and paid pursuant to this Section are subject to audit pursuant to
        Section 6.5.

        3.7. J-V Formation. Commencing at the end of the *** (***) Fiscal Year,
        the Parties shall negotiate in good faith an agreement by the end of the
        *** (***) Fiscal Year that contains all of the terms and conditions of
        this Agreement, along with other terms and conditions as the Parties may
        agree to develop and/or market Compounds, including without limitation
        reasonable non-compete provisions ("J-V Agreement"). In the event that
        the Parties cannot finalize such J-V Agreement prior to the end of the
        *** (*** ) Fiscal Year the Parties may commence dispute resolution
        pursuant to Section 2.5 or the Parties may terminate this Agreement
        pursuant to Section 10.2, elect to continue to perform research,


                                       3


<PAGE>

        development and marketing activities pursuant to this Agreement until
        its termination, or negotiate such other arrangement as the Parties may
        agree. Notwithstanding the foregoing, the Parties shall use Commercially
        Reasonable Efforts to execute a development agreement with respect to
        AXOKINE, with terms consistent with this Agreement, such negotiations
        commencing no later than *** ("AXOKINE Agreement"). The Parties shall
        endeavor to draft such AXOKINE Agreement in a form such that it shall be
        designated the J-V Agreement as described above.

        3.9 Additional Funding - P&G shall pay Regeneron U.S. $2.5 million
        promptly upon the execution of this Amendment. P&G shall pay Regeneron
        U.S. *** million promptly upon the OC's agreement to the ***. P&G shall
        pay Regeneron U.S. *** million promptly upon the *** . P&G shall pay
        Regeneron *** million promptly upon *** after its *** the Proof of
        Concept Trial results.

                           Article V - License Grants

        The following Sections shall be modified (as shown by redlined text):

             5.2.   License Grants during Research Term.

                    (b) Regeneron hereby grants Procter & Gamble a Sole License
        under Regeneron Patents and Regeneron Know-how to make, have made, use,
        import, and offer for sale and sell Regeneron Technology which (i) is
        conceived or reduced to practice by Regeneron before the Term, (ii) is
        acquired by Regeneron from a Third Party with the right to sublicense
        prior to or during the Research Term, subject to Section 2.8, or (iii)
        had been previously defined by the Parties as Regeneron Excluded
        Technology, b had subsequently been removed from Regeneron Excluded

        Technology as agreed in writing by both Parties. The license shall be
        royalty free for uses which have actual or potential utility for the
        identification, research or commercialization of products for the
        prevention, diagnosis, or treatment of diseases or disorders in humans
        or animals. For all other uses a reasonable royalty will be negotiated.

        5.4     Rights on Termination if Milestones are Met.  In the event a 
        Party terminates the Agreement pursuant to Section 10.2, and if ***
        Research Compounds (excluding AXOKINE) have been determined by Procter &
        Gamble 


                                       4


<PAGE>

        or the OC to meet their Success Criteria pursuant to a Research Project
        Plan by the end of Fiscal Year 5, then: 

                (a) if Procter & Gamble is the terminating party, then Procter &
        Gamble shall grant Regeneron an exclusive, royalty-free license in the
        Territory under P&G Patents and P&G Know-how to make, have made, use,
        import, offer for sale, and sell Lead Compounds and Validated Targets,
        and a non-exclusive, royalty-free license in the Territory under P&G
        Patents and P&G Know-how to make, have made, use, import, offer for
        sale, and sell other Procter & Gamble Technology; or

                (b) if Regeneron is the terminating party, then Regeneron shall
        grant Procter & Gamble an exclusive, royalty-free license in the
        Territory under Regeneron Patents and Regeneron Know-how to make, have
        made, use, import, offer for sale, and sell Lead Compounds and Validated
        Targets, and a non-exclusive, royalty-free license in the Territory
        under Regeneron Patents and Regeneron Know-how to make, have made, use,
        import, offer for sale, and sell other Regeneron Technology.

        5.5.    Rights in Technology upon Termination Pursuant to Section 
                10.3(b).

        In the event that Procter & Gamble terminates the Agreement pursuant to
        Section 10.3(b) then the Parties shall grant the following licenses:

                (a) If *** Research Compounds (excluding AXOKINE) have been
        determined by Procter & Gamble or the OC to have met their Success
        Criteria pursuant to a Research Project Plan at the time of termination,
        then Procter & Gamble shall grant Regeneron an exclusive, royalty-free
        license in the Territory under P&G Patents and P&G Know-how to make,
        have made, use, import, offer for sale, and sell Lead Compounds and
        Validated Targets, and a non-exclusive, royalty-free license in the
        Territory unde Patents and P&G Know-how to make, have made, use, import,
        offer for sale, and sell other Procter & Gamble Technology; or. 

                (b) If Procter & Gamble or the OC have not determined that ***
        Compounds (excluding AXOKINE) have met their Success Criteria pursuant
        to a Research Project Plan at the time of termination, then (i) Procter

        & Gamble shall grant Regeneron a non-exclusive, royalty free license in
        the Territory under P&G Patents and Know-how to Lead Compounds and
        Procter & Gamble Targets conceived and reduced to practice by Procter &
        Gamble, or acquired by Procter & Gamble from a Third Party with the
        right sublicense, during the Term to make, 


                                       5


<PAGE>

        have made, use, import and offer for sale, and sell Lead Compounds and
        Procter & Gamble Targets; and (ii) Regeneron shall grant Procter &
        Gamble a non-exclusive license, royalty-free in the Territory under
        Regeneron Patents and Regeneron Know-how to make, have made, use,
        import, and offer for sale and sell Regeneron Technology which is
        conceived and reduced to practice by Regeneron, or acquired by Regeneron
        from a Third Party with the right to sublicense during the Term.

                Article X - Term Termination, Change of Control

        The following Section shall be modified accordingly (as shown by
        redlined text):

        10.2. Termination. Either Party may terminate the Research Term, and may
        terminate the Agreement, provided there are no remaining royalty
        obligations, at the end of Fiscal Year 5. Such termination may be made
        following notice to the other Party delivered prior to the end of Fiscal
        Year 4. Rights in technology shall be as set forth in Section 5.3.
        However, if *** Research Compounds (excluding AXOKINE) have been
        determined by Procter & Gamble or the OC to meet their Success Criteria
        pursuant to a Research Project Plan by the end of Fiscal Year 5, then
        the terminating Party shall be granted rights pursuant to Section 5.4,
        and any license that had been granted to the terminating Party pursuant
        to Sections 5.6 or 5.7 shall be terminated.

        10.3.   Default.

                (a) General Default. Failure by either Party (the "Defaulting
        Party") to comply with any of the material obligations contained in this
        Agreement, the Securities Purchase Agreement, the Registration Rights
        Agreement, the Warrants Purchase Agreement or any J-V Agreement shall
        entitle the other Party (the "Nondefaulting Party") to give to the
        Defaulting Party notice specifying the nature of the default and
        requiring it to cure such default. If the Defaulting Party disagrees
        with the existence, extent or nature of the default, the Parties shall
        use good faith efforts to resolve the dispute within thirty (30) days.
        If (i) such default is not cured with such thirty (30) day period after
        the receipt of such notice or (ii) the Parties have not otherwise
        resolved the dispute during such thirty (30) day period, the
        Nondefaulting Party shall be entitled to initiate arbitration under
        Section 11.4 and at its sole discretion terminate this Agreement. In the
        event of 



                                       6


<PAGE>

        such termination, and in addition to any other remedies available to the
        Nondefaulting Party, the Defaulting Party shall be deemed an Opting Out
        Party with respect to any compounds pursuant to Section 5.7.

                (b) Special Default. Regeneron shall promptly notify Procter &
        Gamble if any of its Key Executives leaves, or makes a decision to leave
        the employment of Regeneron prior to the beginning of Fiscal Year 5. The
        "Regeneron Key Executives" are listed in Attachment 10.3(b). Procter &
        Gamble may, after the end of a *** waiting period following such
        notification, provide Regeneron with notice of termination, with the
        termination to be effective *** after such notice of termination of the
        Agreement. Rights in technology shall be as set forth in Section 5.5.
        Notwithstanding the foregoing, this Section 10.3(b) shall not be
        operative with respect to the Parties' rights and obligations under this
        Agreement for AXOKINE.

The remaining Collaboration Agreement shall remain unchanged.

Accepted and agreed:

REGENERON PHARMACEUTICALS, INC.

_____________________________________
By Leonard S. Schleifer, M.D., Ph.D.
President and Chief Executive Officer
Date ________

THE PROCTER & GAMBLE COMPANY                    Form      ____________
                                                Finance   ____________
_____________________________________           Execution ____________
By Gordon S. Hassing, Ph.D.
Vice President R&D, Pharmaceuticals, Health Care Products Worldwide
Date ________



                                       7


<PAGE>


                Attachment 1.13(a) Regeneron Excluded Technology

BDNF, NT-3, small molecule agonists or antagonists of neurotrophic factors as
defined in the Field in the Glaxo/Regeneron collaboration, small molecule
agonists and antagonists of cytokines and growth factors as defined in the Field
in the Pharmacopeia/Regeneron collaboration Agreement, and protein-based
cytokine agonists and antagonist of the compounds in the definition of the Field
in the Pharmacopeia/Regeneron collaboration, CNTF and AXOKINE to the extent set

forth in the Medtronic / Regeneron Collaborative Agreement (regardless of
whether such agreement is terminated), and CNTF and AXOKINE for direct
intraocular administration for the treatment of diseases of the eye.


                                       8


<PAGE>


                               Attachment 9.1(b)
             Third Party Agreements Relating to Excluded Technology


Technology Development Agreement dated as of March 20, 1989, between Sumitomo
Chemical Company, Limited and Regeneron Pharmaceuticals, Inc.

Collaboration Agreement dated as of August 31, 1990, between Amgen Inc., and
Regeneron Pharmaceuticals, Inc.

Collaboration Agreement dated as of July 22, 1993, between Glaxo Group Limited
and Regeneron Pharmaceuticals, Inc.

Research Development Agreement dated as of June 2, 1994, between Sumitomo
Pharmaceuticals Company, Ltd., and Regeneron Pharmaceuticals, Inc.

Collaboration Agreement dated as of October 9, 1996, between Pharmacopeia, Inc.,
and Regeneron Pharmaceuticals, Inc.

Collaborative Development Agreement dated as of June 27, 1996, between
Medtronic, Inc., and Regeneron Pharmaceuticals, Inc.


                                       9





<PAGE>

                                                                    Exhibit 11


                        REGENERON PHARMACEUTICALS, INC.
                 STATEMENT OF COMPUTATION OF NET LOSS PER SHARE


<TABLE>
<CAPTION>

                                                                     Three Months                     Nine Months
                                                                  ended September 30,              ended September 30,
                                                              ----------------------------    ----------------------------
                                                                  1997            1996            1997            1996
                                                              ------------    ------------    ------------    ------------

<S>                                                           <C>             <C>             <C>             <C>
Primary:

Net loss                                                       ($1,907,118)    ($8,888,713)   ($12,105,644)   ($24,280,844)
                                                              ============    ============    ============    ============
Per share data
        Weighted average number of Class A and
                Common shares outstanding during the period     30,894,514      25,605,159      27,962,070      24,066,180
                                                              ============    ============    ============    ============
                Net loss per share                                  ($0.06)         ($0.35)         ($0.43)         ($1.01)
                                                              ============    ============    ============    ============
Fully diluted:

Net loss                                                       ($1,907,118)    ($8,888,713)   ($12,105,644)   ($24,280,844)
                                                              ============    ============    ============    ============
Per share data
        Weighted average number of Class A and
                Common shares outstanding during the period     30,894,514      25,605,159      27,962,070      24,066,180

        Shares issuable upon exercise of options
                and warrants                                     4,186,401       3,007,223       3,106,160       3,058,586

        Shares assumed to be repurchased under
                the treasury stock method                       (2,776,389)     (1,100,029)     (1,807,363)     (1,100,677)
                                                              ------------    ------------    ------------    ------------
                                                                32,304,526      27,512,353      29,260,867      26,024,089
                                                              ============    ============    ============    ============
                Net loss per share                                  ($0.06)         ($0.32)         ($0.41)         ($0.93)
                                                              ============    ============    ============    ============
</TABLE>







<TABLE> <S> <C>


<ARTICLE>      5
<MULTIPLIER>   1
       
<S>                             <C>
<PERIOD-TYPE>                          9-MOS 
<FISCAL-YEAR-END>                DEC-31-1997 
<PERIOD-START>                   JAN-01-1997 
<PERIOD-END>                     SEP-30-1997 
<CASH>                            40,288,090 
<SECURITIES>                      86,359,947 
<RECEIVABLES>                      4,050,617 
<ALLOWANCES>                               0 
<INVENTORY>                                0 
<CURRENT-ASSETS>                 102,077,565 
<PP&E>                            55,422,250 
<DEPRECIATION>                    22,539,838 
<TOTAL-ASSETS>                   164,738,473 
<CURRENT-LIABILITIES>              7,760,566 
<BONDS>                                    0 
<PREFERRED-MANDATORY>                      0 
<PREFERRED>                                0 
<COMMON>                              30,914 
<OTHER-SE>                       138,208,488 
<TOTAL-LIABILITY-AND-EQUITY>     164,738,473 
<SALES>                                    0 
<TOTAL-REVENUES>                  21,703,297 
<CGS>                                      0 
<TOTAL-COSTS>                              0 
<OTHER-EXPENSES>                  33,229,310 
<LOSS-PROVISION>                           0 
<INTEREST-EXPENSE>                   579,631 
<INCOME-PRETAX>                  (12,105,644)
<INCOME-TAX>                               0 
<INCOME-CONTINUING>              (12,105,644)
<DISCONTINUED>                             0 
<EXTRAORDINARY>                            0 
<CHANGES>                                  0 
<NET-INCOME>                     (12,105,644)
<EPS-PRIMARY>                          (0.43)
<EPS-DILUTED>                          (0.41)
        


</TABLE>