THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of

March 28, 2003, by and between NOVARTIS PHARMA AG (the "Investor"), a

corporation organized under the laws of Switzerland, with its principal place of

business at Lichtstrasse 35, 4056 Basel, Switzerland, and REGENERON

PHARMACEUTICALS, INC. (the "Company"), a corporation organized under the laws of

New York with its principal place of business at 777 Old Saw Mill Road,

Tarrytown, New York, U.S.A.



                                    RECITALS



                  WHEREAS, the Company and the Investor are parties to a Stock

Purchase Agreement dated as of the date hereof (the "Stock Purchase Agreement"),

pursuant to which the Investor purchased shares of the Company's common stock

(the "Purchased Stock").



                  In consideration of the premises and mutual covenants

contained in this Agreement, the parties hereto hereby agree as follows:



                                   ARTICLE I.



                               REGISTRATION RIGHTS



                  Section 1.1       Definitions.



                  "Affiliate" shall mean, with respect to any Person, any other

Person directly or indirectly controlling, controlled by, or under common

control with, such Person; provided that, for the purposes of this definition,

"control" (including, with correlative meanings, the terms "controlled by" and

"under common control with"), as used with respect to any Person, shall mean the

possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of such Person, whether through the

ownership of voting securities, by contract or otherwise.



                  "Business Day" shall mean any day other than a Saturday or

Sunday or a day on which banks located in New York, New York or Basel,

Switzerland are authorized or required by law to close.



                  "Common Stock" shall mean the common stock of the Company, par

value $0.001 per share.



                  "Form S-3" shall mean such form under the Securities Act as in

effect on the date hereof or any registration form under the Securities Act

subsequently adopted by the SEC which permits inclusion or incorporation of

substantial information by reference to other documents filed by the Company

with the SEC.



                  "Governmental Authority" shall mean any nation or government,

any federal, state, municipal, local, provincial, regional or other political

subdivision thereof and any Person



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exercising executive, legislative, judicial regulatory or administrative

functions of or pertaining to government.



                  "Holder" shall mean any Person owning Registrable Securities

who is a party to this Agreement or an assignee thereof in accordance with

Section 1.11.



                  "Person" shall mean and include an individual, a partnership,

a joint venture, a corporation, a limited liability company, a limited liability

partnership, a trust, an incorporated organization and a Governmental Authority.



                  "Piggy-Back Rights" shall mean the ability of any Person to

request or require the inclusion of securities in a registration statement that

has been filed, or is proposed to be filed, by the Company for the account of

the Investor pursuant to Section 1.4.



                  "register," "registered," and "registration" refer to a

registration effected by preparing and filing a registration statement or

similar document in compliance with the Securities Act, and the declaration or

ordering of effectiveness of such registration statement or document.



                  "Registrable Securities" shall mean (i) the Purchased Stock

and any shares of Common Stock issued in respect thereof as a result of any

stock split, stock dividend, share exchange, merger, consolidation or similar

recapitalization, and (ii) any Common Stock issued as (or issuable upon the

exercise of any warrant, right or other security that is issued as) a dividend

or other distribution with respect to, or in exchange or in replacement of, the

Purchased Stock, excluding in all cases, however, (x) any Registrable Securities

after they have been sold in a transaction in connection with which registration

rights granted hereunder are not assigned, or (y) any Registrable Securities

sold to or through a broker or dealer or underwriter in a public distribution or

a public securities transaction, or (z) Registrable Securities eligible for

resale pursuant to Rule 144(k) under the Securities Act as provided by, and

subject to the other terms of, Section 1.12.



                  "Registration Expenses" shall mean all expenses incurred by

the Company in complying with Sections 1.4 and 1.6 hereof, including, without

limitation, all registration and filing fees, fees and expenses of compliance

with securities or blue sky laws (including reasonable fees and disbursements of

counsel in connection with blue sky qualifications of any Registrable

Securities), expenses of printing certificates for any Registrable Securities in

a form eligible for deposit with the Depository Trust Company, messenger and

delivery expenses, internal expenses (including, without limitation, all

salaries and expenses of its officers and employees performing legal or

accounting duties), and fees and disbursements of counsel for the Company and

its independent certified public accountants (including the expenses of any

management review, cold comfort letters or any special audits required by or

incident to such performance and compliance), Securities Act liability insurance

(if the Company elects to obtain such insurance), the reasonable fees and

expenses of any special experts retained by the Company in connection with such

registration, fees and expenses of other Persons retained by the Company, and,

in the case of each of the second (2nd) and fourth (4th) Demand Requests, the

reasonable fees and expenses of one (1) counsel for the Holders of Registrable

Securities to be



                                       2



{PAGE}



included in the relevant registration, selected by the Holders of a majority of

the Registrable Securities to be included in such registration.



                  "Securities Act" shall mean the Security Act of 1933, as

amended from time to time, or any successor statute thereto.



                  "Securities Exchange Act" shall mean the Security Exchange Act

of 1934, as amended from time to time, or any successor thereto.



                  "Selling Expenses" shall mean all underwriting discounts and

selling commissions applicable to the sale of Registrable Securities pursuant to

this Agreement.



                  "SEC" shall mean the U.S. Securities and Exchange Commission.



                  "Shares of Then Outstanding Capital Stock" shall mean, at any

time, the issued and outstanding shares of the Common Stock and Class A Stock of

the Company at such time, as well as all capital stock issued and outstanding as

a result of any stock split, stock dividend, or reclassification of Common Stock

or Class A Stock distributable, on a pro rata basis, to all holders of Common

Stock or Class A Stock.



                  Section 1.2       Additional Defined Terms. In addition to the

terms defined in Section 1.1, the following terms shall have the respective

meanings assigned thereto in the sections indicated below:

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