<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BIOGEN, INC.
(Name of Registrant as Specified in Its Charter)
ANNE MARIE COOK, ASSISTANT GENERAL COUNSEL
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
[BIOGEN LOGO]
Notice of 1994 Annual Meeting
and Proxy Statement
[PHOTOGRAPH]
<PAGE> 3
- --------------------------------------------------------------------------------
[BIOGEN LOGO]
April 18, 1994
Dear Stockholder:
You are cordially invited to attend the 1994 Annual Meeting of Stockholders
of Biogen, Inc. to be held at 10:00 a.m. on Friday, June 3, 1994, at the Royal
Sonesta Hotel, 5 Cambridge Parkway, Cambridge, Massachusetts.
At the Annual Meeting, four persons will be elected to the Board of
Directors. The Board of Directors recommends the re-election of the nominees
named in the Proxy Statement. In addition, the Company will ask the stockholders
to ratify the selection of Price Waterhouse as the Company's independent
accountants for the fiscal year ended December 31, 1994.
Whether or not you plan to attend the Annual Meeting, it is important that
you promptly fill out, sign, date and return the enclosed proxy card in
accordance with the instructions set forth on the card. This will ensure your
proper representation at the Annual Meeting.
Sincerely,
/s/ JAMES L. VINCENT
James L. Vincent
Chairman and Chief Executive Officer
YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO RETURN YOUR PROXY PROMPTLY.
<PAGE> 4
BIOGEN, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 1994
TO THE STOCKHOLDERS OF BIOGEN, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Biogen,
Inc., a Massachusetts corporation, will be held on Friday, June 3, 1994, at the
Royal Sonesta Hotel, 5 Cambridge Parkway, Cambridge, Massachusetts 02142 at
10:00 a.m. for the following purposes:
1. To elect four members to the Board of Directors, three of such
members to serve for a three-year term ending at the Annual Meeting of
Stockholders in 1997 and until their successors are duly elected and
qualified or their earlier resignation or removal and one of such members
to serve for a two-year term ending at the Annual Meeting of Stockholders
in 1996 and until his successor is duly elected and qualified or his
earlier resignation or removal.
2. To ratify the selection of Price Waterhouse as the Company's
independent accountants for the fiscal year ended December 31, 1994.
3. To transact such other business as may be properly brought before
the Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on April 7, 1994 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournments thereof.
All stockholders are cordially invited to attend the Meeting. However, to
ensure your representation you are requested to complete, sign, date and return
the enclosed proxy as soon as possible in accordance with the instructions on
the proxy card. A return addressed envelope is enclosed for your convenience.
BY ORDER OF THE BOARD OF DIRECTORS
/s/JAMES L. VINCENT
JAMES L. VINCENT
Chairman of the Board
Cambridge, Massachusetts
April 18, 1994
<PAGE> 5
BIOGEN, INC.
14 CAMBRIDGE CENTER
CAMBRIDGE, MASSACHUSETTS 02142
(617) 252-9200
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Biogen, Inc., a Massachusetts corporation (the
"Company"), of proxies to be used at the Annual Meeting of Stockholders to be
held at the Royal Sonesta Hotel, 5 Cambridge Parkway, Cambridge, Massachusetts
on Friday, June 3, 1994 at 10:00 a.m., and any adjournments thereof (the
"Meeting").
If the stockholder specifies a choice on the proxy as to how his or her
shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR the
election of the nominees for Director named herein and FOR ratification of the
selection of Price Waterhouse as the Company's independent accountants. A proxy
may be revoked by written instrument delivered to the Secretary of the Company
at any time before the proxy is voted. Any stockholder who has executed a proxy
but is present at the Meeting, and who wishes to vote in person, may do so by
revoking his or her proxy as described in the preceding sentence.
The close of business on April 7, 1994 has been fixed as the record date
for determining the stockholders entitled to notice of and to vote at the
Meeting. As of the close of business on April 7, 1994, the Company had
32,415,002 shares of Common Stock outstanding and entitled to vote. Abstentions
and broker non-votes are each included as shares present and voting for purposes
of determining whether a quorum is present at the Meeting. Holders of Common
Stock are entitled to one vote per share on all matters to be voted on by the
stockholders, with abstentions and broker non-votes having no effect on the
vote. An automated system administered by the Company's transfer agent tabulates
the votes.
This Proxy Statement and the accompanying proxy are being mailed on or
about April 18, 1994 to all stockholders entitled to notice of and to vote at
the Meeting.
ELECTION OF DIRECTORS
The Articles of Organization and By-Laws of the Company provide for the
Company's business to be managed by or under the direction of the Board of
Directors, with the advice of the Scientific Board with respect to scientific
and technological matters.
The Board of Directors is classified into three classes serving staggered
three-year terms. Alexander G. Bearn, Harold W. Buirkle and James L. Vincent are
nominees for election at the Meeting for a three-year term ending at the Annual
Meeting of Stockholders in 1997 and until their successors are duly elected and
qualified. Phillip A. Sharp is a nominee for election at the Meeting for a
two-year term ending at the Annual Meeting of Stockholders in 1996 and until his
successor is duly elected and qualified. Alan Belzer, Kenneth Murray and James
W. Stevens constitute a class of Directors with a term ending at the Annual
Meeting of Stockholders in 1995. Roger H. Morley and James R. Tobin constitute a
class of Directors with a term ending at the Annual Meeting of Stockholders in
1996, which class will also include Dr. Sharp upon his election. Mr. Tobin was
elected to the Board of Directors in March 1994 upon commencement of his
employment as President and Chief Operating Officer of the Company. Under the
By-Laws, the number of Directors is fixed from time to time by the Board of
Directors. The Board has fixed the number of Directors at nine.
1
<PAGE> 6
Unless authority to vote for the nominees named above is withheld, the
shares represented by the enclosed proxy will be voted FOR the election as
Director of such nominees. In the event that any nominee shall become unable or
unwilling to accept nomination or election, the shares represented by the
enclosed proxy will be voted for the election of such other person as the Board
of Directors may recommend in his place. The Board of Directors has no reason to
believe that any nominee will be unable or unwilling to serve.
The following information is furnished with respect to the Directors of the
Company:
<TABLE>
<CAPTION>
NAME, AGE AND YEAR PRINCIPAL OCCUPATION DURING PAST
FIRST BECAME A DIRECTOR FIVE YEARS; OTHER DIRECTORSHIPS
- ----------------------- --------------------------------------------------------------------
<S> <C>
- ---------------- Visiting Physician, Adjunct Professor at the Rockefeller University
in New York since 1966 and Trustee of the Rockefeller University
[Alexander G. Bearn since 1970; Trustee of Howard Hughes Medical Institute since 1987;
Photo] from 1979 to 1988 Senior Vice President for Medical and Scientific
- ---------------- Affairs of the International Division of Merck & Co.; prior to
Alexander G. Bearn, joining Merck, the first Stanton Griffis Distinguished Medical
M.D.* (age 71) Professor at Cornell University Medical College; from 1966 to 1977,
1991 Chairman of the Department of Medicine at Cornell University Medical
NOMINEE FOR RE-ELECTION College; member of the Scientific Board of the Company.
- ---------------- President, Chief Operating Officer and Director, Allied-Signal, Inc.
from 1988 to 1993; from 1983 to 1988, Executive Vice President and
[Alan Belzer President, Engineered Materials Sector, Allied-Signal, Inc.
Photo]
- ----------------
Alan Belzer
(age 61)
1990
- ---------------- Managing Director, The Henley Group, Inc. from 1986 to 1990; from
1983 to 1985, Executive Vice President, Finance and Planning, Allied
[Harold W. Buirkle Corporation (now Allied-Signal, Inc.); and from 1981 to 1983, Senior
Photo] Vice President -- Planning and Finance of Allied Corporation.
- ----------------
Harold W. Buirkle
(age 73)
1986
NOMINEE FOR RE-ELECTION
</TABLE>
2
<PAGE> 7
<TABLE>
<CAPTION>
NAME, AGE AND YEAR PRINCIPAL OCCUPATION DURING PAST
FIRST BECAME A DIRECTOR FIVE YEARS; OTHER DIRECTORSHIPS
- ----------------------- --------------------------------------------------------------------
<S> <C>
- ---------------- Vice President, Schiller International University, Heidelberg,
Germany since 1983; Director of Continental Bank and Continental
[Roger H. Morley Corporation; Director of Artal, S.A., Luxembourg; Co-Managing
Photo] Director, R&R Inventions Ltd., Birmingham, U.K.; from 1974 to 1984,
- ---------------- a Director of Western Electric Company, Inc.; from 1975 to 1980, a
Roger H. Morley Director of American Express Company; from 1978 to 1985, a Director
(age 62) of Allied Corporation; from 1982 to 1986 a Director of Converse Inc;
1987 and from 1986 to 1990, a Director of Shafer Value Trust.
- ---------------- Biogen Professor of Molecular Biology, University of Edinburgh,
Scotland since 1984; during 1985 and 1986, Interim Research Director
[Kenneth Murray of Biogen S.A; from 1976 to 1984, Professor and Head of the
Photo] Department of Molecular Biology, University of Edinburgh; Fellow of
- ---------------- the Royal Society; Vice Chairman of the Scientific Board of the
Kenneth Murray, Ph.D.* Company.
(age 63)
1980
- ---------------- Salvador E. Luria Professor and Head of the Department of Biology,
Center for Cancer Research, Massachusetts Institute of Technology
[Phillip A. Sharp since 1991; Director of the Center for Cancer Research at MIT from
Photo] 1985 to 1991; Chairman of the Scientific Board of the Company.
- ----------------
Phillip A. Sharp,
Ph.D.*
(age 49)
1982
NOMINEE FOR RE-ELECTION
</TABLE>
3
<PAGE> 8
<TABLE>
<CAPTION>
NAME, AGE AND YEAR PRINCIPAL OCCUPATION DURING PAST
FIRST BECAME A DIRECTOR FIVE YEARS; OTHER DIRECTORSHIPS
- ----------------------- --------------------------------------------------------------------
<S> <C>
- ---------------- Chairman, Prudential Asset Management Group since 1993; Executive
Vice President, The Prudential Insurance Company of America and
[James W. Stevens Prudential Investment Corporation from 1987 to 1993; Managing
Photo] Director, Dillon, Read & Company Inc. from 1985 until 1987; from
- ---------------- 1984 until April 1985, Group Executive of Citicorp and Citibank N.A.
James W. Stevens and Chairman of Citicorp Venture Capital, Ltd.; from 1981 until
(age 57) 1984, Executive Vice President, Merchant Banking Group, Citibank,
1986 N.A.
- ---------------- President and Chief Operating Officer of Biogen, Inc. since February
1994; from 1992 to 1993, President and Chief Operating Officer of
[James R. Tobin Baxter International; from 1988 to 1992, Executive Vice President of
Photo] Baxter International.
- ----------------
James R. Tobin
(age 49)
1994
- ---------------- Chief Executive Officer and Chairman of the Board of Directors of
Biogen, Inc. since 1985 and President from 1985 to February 1994;
[James L. Vincent from 1982 to 1985, Group Vice President, Allied Corporation (now
Photo] Allied-Signal, Inc.) and President, Allied Health and Scientific
- ---------------- Products Company; from 1979 through 1980, Executive Vice President,
James L. Vincent Chief Operating Officer and a Director of Abbott Laboratories, Inc.;
(age 54) a Director of Millipore Corporation, Continental Bank and
1985 Continental Corporation.
NOMINEE FOR RE-ELECTION
<FN>
- ---------------
* Drs. Bearn, Murray and Sharp were nominated for election to the Board of
Directors by the Company pursuant to designation by the Scientific Board.
</TABLE>
A plurality of the votes cast at the Meeting is required to elect each
nominee as a Director.
THE BOARD OF DIRECTORS RECOMMENDS ELECTION OF MESSRS. BEARN, BUIRKLE, SHARP AND
VINCENT AS DIRECTORS.
4
<PAGE> 9
BOARD OF DIRECTORS AND COMMITTEES
GENERAL
During 1993 there were five meetings of the Board of Directors. The Board
has four committees. The Compensation and Management Resources Committee, which
met four times during 1993, has four members, James W. Stevens (Chairman), Roger
H. Morley, Phillip A. Sharp and James L. Vincent. The Compensation and
Management Resources Committee makes recommendations to the Board concerning
remuneration and benefits for senior executives, and reviews executive
development and succession. The Finance and Audit Committee, which met four
times during 1993, has three members, Harold W. Buirkle (Chairman), Alan Belzer
and Roger H. Morley. The Finance and Audit Committee reviews the Company's
quarterly and annual financial statements and Annual Report on Form 10-K,
considers matters relating to accounting policy and internal controls, reviews
the scope of annual audits, recommends independent public accountants to the
Board and makes recommendations concerning financial, investment and taxation
policies. The Project Share Committee, whose members are Phillip A. Sharp
(Chairman), Kenneth Murray and James L. Vincent, recommends to the Board stock
and stock option awards for scientific consultants with respect to work
undertaken by them for the Company and decides whether predetermined goals have
been achieved to permit vesting of such stock or stock option rights. The
Project Share Committee did not meet during 1993. The Stock and Option Plan
Administration Committee, which met four times during 1993, has two members,
Roger H. Morley and James W. Stevens. The Stock and Option Plan Administration
Committee administers certain stock and stock option plans and approves stock
and stock option awards. The Company has no standing nominating committee.
No incumbent Director attended fewer than 75% of the total number of
meetings of the Board and of Committees of the Board on which he served during
1993.
COMPENSATION OF DIRECTORS
Non-employee members of the Company's Board of Directors are entitled to
receive $1,500 for each Board meeting attended, and $500 for attending each
meeting of Committees of the Board on which they serve, except for Committee
chairmen, who receive $1,000 per Committee meeting attended. Those Directors who
are members of the Company's Scientific Board and who are not Company employees
also receive an annual consulting fee of $15,000, $1,500 per day for Scientific
Board meetings, and $500 per day for each full working day spent in the
Company's laboratories, except for the Chairman of the Scientific Board whose
annual consulting fee is $60,000.
Directors are eligible to participate in the Company's 1985 Non-Qualified
Stock Option Plan (the "1985 Plan"). During the fiscal year ended December 31,
1993, the Company granted to Mr. Belzer an option to purchase 21,000 shares of
Common Stock under the 1985 Plan. Directors who are also members of the
Company's Scientific Board are eligible to participate in the Company's 1987
Scientific Board Stock Option Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Management Resources Committee which determines cash
remuneration and benefits for senior executives and reviews executive
development and succession has four members, James W. Stevens (Chairman), Roger
H. Morley, Phillip A. Sharp and James L. Vincent, the Chairman of the Board and
Chief Executive Officer of the Company.
5
<PAGE> 10
<TABLE>
SHARE OWNERSHIP
The following table sets forth information as of March 21, 1994 concerning
the ownership of Common Stock by each stockholder known by the Company to be the
beneficial owner of more than 5% of its outstanding shares of Common Stock, each
current member of the Board of Directors, each of the executive officers named
in the Summary Compensation Table included in this Proxy Statement and all
current Directors and executive officers as a group. Except as otherwise noted,
the persons or entities identified have sole voting and investment power with
respect to such shares.
<CAPTION>
SHARES BENEFICIALLY
OWNED
------------------------
NAME AND ADDRESS** NUMBER PERCENT(1)
- ---------------------------------------------------------------------- --------- ----------
<S> <C> <C>
Alexander G. Bearn.................................................... 30,100(2) *
Alan Belzer........................................................... 21,000(3) *
Harold W. Buirkle..................................................... 78,000(4) *
Roger H. Morley....................................................... 34,000(3) *
Kenneth Murray........................................................ 268,000(5) *
Phillip A. Sharp...................................................... 256,000(6) *
James W. Stevens...................................................... 57,000(7) *
James R. Tobin........................................................ 0 *
James L. Vincent...................................................... 721,963(8) 2.18%
Kenneth M. Bate....................................................... 111,866(9) *
Irving H. Fox......................................................... 89,764(10) *
Joseph M. Davie....................................................... 31,250(3) *
Lawrence S. Daniels................................................... 50,478(11) *
All executive officers and Directors as a group (19 persons).......... 2,051,866(12) 6.04%
Forstmann-Leff Associates Inc. ....................................... 2,543,080(13) 7.85%
55 East 52nd Street
New York, NY 10055
New York Life Insurance Company....................................... 1,800,000(14) 5.26%
51 Madison Avenue
New York, NY 10010
FMR Corp. ............................................................ 1,923,110(15) 5.93%
82 Devonshire Street
Boston, MA 02109
The Prudential Insurance Company of America........................... 1,737,800(16) 5.36%
Prudential Plaza
Newark, NJ 07102
Jennison Associates Capital Corp. .................................... 1,619,900(17) 5.00%
466 Lexington Avenue
New York, NY 10017
- ---------------
<FN>
* Represents beneficial ownership of less than 1% of the Company's outstanding
shares of Common Stock.
** Addresses are given for beneficial owners of more than 5% of the outstanding
Common Stock only.
</TABLE>
(Footnotes continued on following page)
6
<PAGE> 11
[FN]
(Footnotes continued from preceding page)
(1) The calculation of percentages is based upon the number of shares issued
and outstanding at March 21, 1994, plus shares subject to options held by
the respective person at March 21, 1994 and which are exercisable on March
21, 1994 or become exercisable on or before May 20, 1994.
(2) Includes 30,000 shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994.
(3) Represents shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994.
(4) Includes 37,000 shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994.
(5) Includes 43,000 shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994.
(6) Includes 28,000 shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994.
(7) Includes 47,000 shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994.
(8) Includes 719,000 shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994.
Certain of the shares acquired upon exercise of such options are subject to
repurchase by the Company under certain circumstances. Includes 963 shares
acquired as matching contributions under the Company's 401(k) plan. See
"Executive Compensation -- Summary Compensation Table." Includes 1,500
shares held by Mr. Vincent's wife and 500 shares held by one of his
children.
(9) Includes 111,666 shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994 and
200 shares acquired as matching contributions under the Company's 401(k)
plan.
(10) Includes 89,500 shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994 and
264 shares acquired as matching contributions under the Company's 401(k)
plan.
(11) Includes 50,000 shares which may be acquired pursuant to options which are
currently exercisable or become exercisable on or before May 20, 1994 and
67 shares acquired as matching contributions under the Company's 401(k)
plan.
(12) Includes 1,536,348 shares which may be acquired pursuant to options which
are currently exercisable or become exercisable on or before May 20, 1994.
Does not include shares which may be purchased in 1994 by officers who are
currently participants in the 1983 Employee Stock Purchase Plan. Includes
3,579 shares acquired as matching contributions under the Company's 401(k)
plan.
(13) Includes 1,854,720 shares as to which Forstmann-Leff Associates Inc. has
sole dispositive power, 488,660 shares as to which it shares dispositive
power with its subsidiary, FLA Asset Management, Inc., and 181,900 shares
as to which it shares dispositive power with its subsidiary, Stamford
Advisors Corp., all as reported on Schedule 13G as of December 31, 1993.
Forstmann-Leff Associates Inc. has sole voting power over 1,375,315 of such
shares and shares voting power over 88,500 shares with FLA Asset
Management, Inc., and over 181,900 shares with Stamford Advisors Corp. also
as reported on
(Footnotes continued on following page)
7
<PAGE> 12
[FN]
(Footnotes continued from preceding page)
Schedule 13G as of December 31, 1993. Includes 17,800 shares as to which
Forstmann-Leff Associates has voting but no dispositive power.
(14) Represents shares that may be acquired upon exercise of currently
exercisable warrants.
(15) FMR Corp. ("FMR") is a parent holding company. Fidelity Management &
Research Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp., is
the beneficial owner of 1,718,410 shares as a result of acting as an
investment adviser to several investment companies and as a subadvisor to
Fidelity American Special Situations Trust. Fidelity Management Trust
Company ("FMTC"), a wholly owned subsidiary of FMR, is the beneficial owner
of 204,700 shares as a result of its serving as an investment manager of
institutional accounts. FMR Corp. and Edward C. Johnson 3d, through their
control of Fidelity and FMTC, have sole power to dispose of the shares
beneficially owned by Fidelity and FMTC and sole power to vote 6,000 of the
shares beneficially owned by Fidelity and 163,500 of the shares
beneficially owned by FMTC. The above information was reported on Schedule
13G as of December 31, 1993.
(16) The Prudential Insurance Company of America ("Prudential"), a mutual
insurance company, may have direct or indirect voting and/or investment
discretion over 1,737,800 shares which are held for the benefit of its
clients by its separate accounts, externally managed accounts, registered
investment companies, subsidiaries and other affiliates. Prudential has
sole voting and dispositive power as to 219,700 of the shares, shares
voting power as to 1,188,900 of the shares and shares dispositive power
over 1,518,100 of the shares. The above information was reported on
Schedule 13G as of December 31, 1993.
(17) Jennison Associates Capital Corp. ("Jennison") is an investment advisor and
may be deemed the beneficiary owner of the 1,619,900 shares as to which it
shares dispositive power. Jennison has sole voting power over 305,700 of
the shares and shares voting power over 985,000 of the shares, as reported
on Schedule 13G as of December 31, 1993.
8
<PAGE> 13
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Chief Executive
Officer of the Company (the "CEO") and the four other most highly compensated
executive officers during the three fiscal years ended December 31, 1993.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION ------------
----------------------------------------- SHARES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1)(2) OPTIONS(#) COMPENSATION(2)(3)
- ----------------------- ----- -------- --------- ------------------ ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent....... 1993 $635,000 $ 310,000 $ 0 0 $ 21,139
Chairman and Chief 1992 570,000 285,000 0 200,000 19,746
Executive Officer 1991 510,000 255,000 N/A 50,000 N/A
Kenneth M. Bate........ 1993 220,000 72,000 25,640 25,000 3,207
Vice President-- 1992 196,000 59,000 28,835 25,000 3,207
Marketing and Sales 1991 175,000 60,750 N/A 25,000 N/A
Irving H. Fox.......... 1993 207,500 50,000 76,667 15,000 4,085
Vice President-- 1992 193,000 46,000 76,667 15,000 3,869
Medical Affairs 1991 179,000 39,000 N/A 20,000 N/A
Joseph M. Davie........ 1993 190,000(4) 75,000 99,987 250,000 892
Vice President-- 1992 N/A N/A N/A N/A N/A
Research 1991 N/A N/A N/A N/A N/A
Lawrence S. Daniels.... 1993 180,000(4) 35,000 41,040 0 3,943
Vice President-- 1992 180,000 36,000 149,941 25,000 1,554
Strategic Planning 1991 14,538 0 N/A 100,000 N/A
- ---------------
<FN>
(1) Other Annual Compensation in 1993 for Dr. Fox represents, and for Mr. Bate
and Mr. Daniels includes, the portion of payments under a contingent bonus
and mortgage loan forgiveness program made in connection with their hiring
which became vested during the last fiscal year in the amount of $76,667,
$25,556 and $40,000 respectively. Other Annual Compensation for Dr. Davie
includes $61,834 in relocation expense payments and $32,204 in payments to
cover taxes on relocation expense reimbursement.
(2) Information for 1991 is not required to be included under transition rules.
(3) All Other Compensation for Mr. Vincent, Mr. Bate, Dr. Fox and Mr. Daniels
includes the dollar value of matching contributions made in shares of the
Company's Common Stock during the last fiscal year under the Company's
401(k) plan in the amount of $2,182, $2,182, $2,092 and $2,248,
respectively, and for each of the named individuals also includes the dollar
value of premiums paid by the Company during the last fiscal year with
respect to term life insurance for their benefit under an executive life
insurance program in the amount of $18,957 for Mr. Vincent, $1,025 for Mr.
Bate, $1,993 for Dr. Fox, $892 for Dr. Davie and $1,695 for Mr. Daniels.
(4) Includes compensation only for the period of the year during which the
individual was employed by the Company.
</TABLE>
9
<PAGE> 14
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding options granted to the
CEO of the Company and the four other most highly compensated executive officers
during the fiscal year ended December 31, 1993.
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ------------------------------------------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK PRICE
SHARES % OF TOTAL APPRECIATION FOR OPTION
UNDERLYING OPTIONS GRANTED TERM(1)
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION -------------------------
NAME GRANTED(2) IN FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
- ---------------------------------- ---------- --------------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent.................. 0 0 N/A N/A N/A N/A
Kenneth M. Bate................... 25,000 2.71 40.00 12/09/03 628,895 1,593,743
Irving H. Fox..................... 15,000 1.63 40.00 12/09/03 377,337 956,245
Joseph M. Davie................... 250,000 27.12 27.00 4/12/03 4,245,039 10,757,762
Lawrence S. Daniels............... 0 0 N/A N/A N/A N/A
- ---------------
<FN>
(1) The potential realizable values for all stockholders at the assumed annual
rates of stock price appreciation of 5% and 10% would be $815,066,856 and
$2,065,539,442, respectively. These values assume increases in the value of
the shares of Common Stock outstanding at December 31, 1993 at the stated
percentages over a ten-year period from an initial value of $40.125, the
average of the high and low sales prices of the Company's Common Stock on
December 31, 1993.
(2) The options granted to the named executive officers vest annually in six
equal installments commencing one year from the date of grant, with the
exception of Dr. Davie's options which vest over seven years.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
The following table sets forth information regarding options exercised by
the CEO and the four other most highly compensated executive officers of the
Company during the fiscal year ended December 31, 1993.
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR END AT YEAR END(1)
SHARES ACQUIRED VALUE ---------------------------- -----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent...... 0 0 719,000 0 $13,409,660(2) $ 0
Kenneth M. Bate....... 0 0 111,666 98,334 1,858,594 717,969
Irving H. Fox......... 0 0 64,500 70,500 722,082 1,270,098
Joseph M. Davie....... 0 0 0 250,000 0 3,281,250
Lawrence S. Daniels... 0 0 45,000 80,000 191,250 490,000
- ---------------
<FN>
(1) The value of unexercised in-the-money options at year-end assumes a fair
market value for the Company's Common Stock of $40.125, the average of the
high and low sales prices of the Company's Common Stock on December 31,
1993.
(2) The shares issuable upon exercise of options held by Mr. Vincent are subject
to repurchase by the Company under certain conditions and for a specified
period.
</TABLE>
PENSION PLAN
Biogen has a defined benefit pension plan providing a monthly pension for
life beginning at age 65. The current pension benefit formula is the sum of (i)
2% of 1986 compensation times years of service through
10
<PAGE> 15
October 31, 1986, plus (ii) for each year of service after October 31, 1986,
through December 31, 1988, 1.5% of compensation during the year up to the Social
Security taxable wage base for the year and 2.5% of compensation during the year
in excess of the Social Security taxable wage base, plus (iii) for each year of
service after 1988, 1.6% of compensation during the year up to the participant's
Social Security covered compensation level and 2.2% of compensation during the
year in excess of the participant's Social Security covered compensation level.
Each participant under the plan as in effect before November 1, 1986, will
receive a pension of not less than the value of his or her account balance as of
October 31, 1986, the date at which the plan changed from a defined contribution
to a defined benefit plan, plus interest at the rate of 8%. Such a participant
may elect to receive his or her account balance in a single sum payment upon
termination of employment.
The pension plan covers all U.S. employees of Biogen (other than students
employed on a temporary basis) as of the first day of the calendar quarter
following date of hire. A participant's interest in the plan is subject to a
graded vesting schedule based on years of service with Biogen. Each employee is
fully vested after completing seven years of service.
Effective January 1, 1991, Biogen adopted the Biogen Supplemental Executive
Retirement Plan (the "SERP"). Certain executive officers are eligible to
participate in this plan, which is a non-funded arrangement. The purpose of the
SERP is to maintain for SERP participants the level of retirement benefits
provided under the pension plan's benefit formula before its amendment. The
formula was amended to comply with new requirements enacted by the Tax Reform
Act of 1986, with the amended formula applicable to service rendered starting in
1989. The amended formula (described above) results in a reduction in benefit
accruals for certain executive officers. The SERP benefit formula maintains the
pre-amendment pension plan's level of benefit accruals. The SERP will also serve
as an excess benefit plan to make up for benefits that cannot be paid from the
pension plan because of the limitation contained in the Internal Revenue Code of
1986, as amended, on compensation and benefits under a tax-qualified plan such
as the pension plan.
<TABLE>
The following table shows the total estimated annual benefits payable upon
retirement (age 65) for life under the pension plan and the SERP. These
estimates are based on the assumptions that an employee will continue to work
for Biogen until normal retirement age with no change in current 1993
compensation and that the Social Security taxable wage base in 1994 of $60,600
will continue without change.
<CAPTION>
CURRENT SALARY
PLUS BONUS 15 20 25 30 35
- ----------------------------------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
$ 150,000.......................... $ 49,000 $ 65,000 $ 81,000 $ 96,000 $ 112,000
200,000......................... 68,000 90,000 112,000 134,000 156,000
300,000......................... 106,000 140,000 174,000 209,000 243,000
400,000......................... 143,000 190,000 237,000 284,000 331,000
500,000......................... 181,000 240,000 299,000 359,000 418,000
600,000......................... 218,000 290,000 362,000 434,000 506,000
700,000......................... 256,000 340,000 424,000 509,000 593,000
800,000......................... 293,000 390,000 487,000 584,000 681,000
900,000......................... 331,000 440,000 549,000 659,000 768,000
1,000,000......................... 368,000 490,000 612,000 734,000 856,000
1,100,000......................... 406,000 540,000 674,000 809,000 943,000
1,200,000......................... 443,000 590,000 737,000 884,000 1,031,000
</TABLE>
11
<PAGE> 16
The (i) current pensionable earnings (salary and bonus), (ii) current years
of service, and (iii) projected total service at age 65 are as follows for each
of the executive officers named in the compensation and option tables: Mr.
Vincent ($945,000 8.5 years, 19 years (projected)); Mr. Bate ($292,000, 3.5
years, 26 years (projected)); Dr. Fox ($257,500, 4 years, 19 years (projected));
Dr. Davie ($265,000, 1.0 years, 11.5 years (projected)) and Mr. Daniels
($215,000, 2.0 years, 16.0 years (projected)).
EMPLOYMENT ARRANGEMENTS
Each of Mr. Bate, Dr. Fox, Dr. Davie and Mr. Daniels has an agreement with
the Company under which each receives executive life insurance and tax
preparation services. Each of the agreements further provides for compensation
of the officer in the event his employment is terminated by the Company, other
than for cause, in the amount of base salary and certain medical benefits for
twelve months or until alternative employment is obtained, if earlier. Mr.
Vincent also has an agreement with the Company under which he receives term
life, disability, and personal liability insurance, personal income tax return
preparation and tax audit services. Mr. Vincent's agreement with the Company
also provides for yearly salary reviews and a minimum bonus of 25% of base
salary if his performance is satisfactory. In addition, Mr. Vincent will be
entitled to receive the discounted present value of an amount equal to
compensation for 30 months following non-cause termination (whether by the
Company, or in certain cases, by Mr. Vincent) based on his last annual salary
and bonus, together with the amount of certain excise taxes imposed on such
termination payments.
12
<PAGE> 17
STATEMENT OF COMPENSATION PHILOSOPHY
(REPORT OF COMPENSATION AND MANAGEMENT
RESOURCES COMMITTEE AND STOCK AND
OPTION PLAN ADMINISTRATION COMMITTEE)
As our company grows and matures, the capacity and talent of our people are
the most important factors for ensuring long-term vitality. They will make the
critical difference in the future.
JAMES L. VINCENT
Message to Stockholders, 1991 Annual
Report
The Biogen executive compensation program consists of four parts: base
salary, annual bonus, stock options, and additional benefits. In developing this
program, the Company's overall compensation philosophy is the critical
underlying element. This philosophy is to hire individuals possessing excellent
professional skills, coupled with outstanding managerial track records, who will
help achieve the Company's mission of moving from a development-stage company to
a global operating pharmaceutical company.
A practical outcome of the philosophy is the Company's continued commitment
to recruit, motivate and retain senior executives with demonstrated talent and
managerial leadership skills typically gained from successful experiences in
positions of greater scope and responsibility in pharmaceutical and other
industry settings. This commitment will enable the Company to have the requisite
management capacity in place to fulfill its stated mission.
Inherent in this philosophy is leveraging the compensation program by
placing a significant emphasis on equity participation. This is accomplished by
offering a capital accumulation opportunity that conserves cash and blends the
interests of stockholders with those of senior management. The Company's target
for total compensation is to be competitive with Fortune 500 pharmaceutical
companies, which typically results in Biogen pay levels at or above the 75th
percentile of the biotechnology industry. In 1993, the total compensation
package paid to executive officers, other than the Chief Executive Officer, was
slightly above average compared to the major biotechnology companies with
respect to cash compensation, and above the 75th percentile of the major
biotechnology companies with respect to the value of stock options granted.
Individual compensation decisions are made with reference to progress
toward goals tailored for a company at Biogen's stage of development, rather
than traditional measures of a company's performance, such as short-term
earnings per share, which often do not relate to the successful execution of a
strategy such as that which Biogen is pursuing at this stage of its development.
BASE SALARY
Company philosophy regarding executive base salary is to maintain it at a
competitive level, sufficient to recruit individuals possessing the skills and
values necessary to achieve the Company's vision and mission over the long term.
Determinations of appropriate base salary levels are generally made through
regular participation in a variety of industry and industry-related surveys and
special studies, as well as by monitoring developments in key industries such as
the pharmaceutical industry. This information is also used in evaluating other
compensation elements. Periodic adjustments in base salary will relate to
competitive factors and to individual performance evaluated against
pre-established objectives.
13
<PAGE> 18
ANNUAL BONUS
The Compensation and Management Resources Committee of the Board, in its
discretion, may award bonuses to executive officers, and the Company expects to
pay bonuses based on each executive officer's performance goals. The intent of
the annual bonus is to motivate and reward performance of senior executives
measured against distinct and clearly articulated goals and in light of the
competitive compensation practices of the biotechnology industry. The goals vary
with each executive officer's responsibilities and are based on milestones to be
accomplished by the officer rather than being fixed by reference to overall
measures of the Company's performance. In 1993, these goals included achievement
of certain clinical milestones with respect to late stage product candidates,
commencement of new facilities construction and closing of related financing and
acquisition or licensing of key technology and patent rights.
STOCK OPTIONS
Stock options are viewed as a fundamental element in the total compensation
program and, in keeping with the Company's basic philosophy, emphasize long term
Company performance as measured by creation of stockholder value. Additionally,
the holding of options by senior executives fosters a community of interest
between stockholders and the executives as well as the other participants in the
Company's stock option plans. The Company believes that because of this
community of interest, the use of stock options is preferable to other forms of
stock compensation such as restricted stock. Options under the Company's stock
option plans are granted to almost all employees, and particularly to key
employees who are likely to contribute significantly to the growth and
successful operation of the Company. In determining the size of the grant of an
option to an executive officer in any year, the Company considers not only
competitive factors, changes in responsibility and the executive officer's
achievement of individual pre-established goals, as described above, but also
the number and terms of options previously granted to the officer. In addition,
a significant grant of options is usually made when an executive officer joins
the Company. In 1993, Dr. Davie was granted options to purchase a significant
number of shares in connection with his joining the Company as Vice President --
Research. The size of option grants to executive officers is determined by the
Stock and Option Plan Administration Committee upon recommendation by the Chief
Executive Officer.
Although options may be granted at any price equal to or greater than the
par value of the Common Stock, historically options have been granted, as a
matter of Company policy, at 100% of the fair market value on the date of grant.
The Company has generally awarded options to officers on employment and at
regular intervals thereafter, but awards may be made at other times as well.
Some of the Company's stock option plans also provide for granting options to
members of the Board of Directors and the Scientific Board.
Vesting of stock options is determined by the Board's Stock and Option Plan
Administration Committee. Options granted to employees other than the Chief
Executive Officer vest in periods generally ranging from six to seven years
after grant.
ADDITIONAL BENEFITS
The fourth element of Biogen's executive compensation program is the
additional benefit component. Executive officers are entitled to participate in
the benefit plans generally available to employees. In addition executive
officers receive executive life insurance and tax preparation services as
described elsewhere in this Proxy Statement.
14
<PAGE> 19
CEO COMPENSATION
The compensation of Biogen's Chief Executive Officer reflects the
philosophy described above. Mr. Vincent has had extensive pharmaceutical
industry experience and was hired in 1985 from one of the nation's largest
corporations at a time when Biogen's financial condition and prospects were
considerably weaker. The terms of his employment, which included his initial
stock option grants, were structured to provide significant incentives to
contribute to the Company's success. Under those terms, it was contemplated that
he would receive a base salary that would increase at varying, unspecified rates
depending on inflation and his performance, and an annual bonus computed as a
percentage of base salary based on a minimum bonus of 25% of base salary if his
performance is satisfactory, with a significantly higher bonus contemplated if
his performance is more than satisfactory. Mr. Vincent's employment may be
terminated at any time by him or Biogen. Other details are set forth under
"Employment Arrangements," above.
Mr. Vincent's compensation is not formula based but rather is determined by
the Compensation and Management Resources Committee and the Stock and Option
Plan Administration Committee based on the Committees' assessment of Mr.
Vincent's performance and review of data showing the compensation of Mr.
Vincent's peers in the pharmaceutical industry. Mr. Vincent's performance is
evaluated by the Committees by considering various factors, including the
breadth of Mr. Vincent's responsibilities and progress made in the Company's
development toward becoming a fully integrated pharmaceutical company as
measured by the Committees' assessment of the performance of the key
departments. At each quarterly meeting, the Board receives a status report from
the key departments reviewing achievements and setbacks during the preceding
quarter and detailing plans for the next quarter. In 1993, the Company's
progress and the quality of Mr. Vincent's performance were reflected in
achievements in areas such as product development, facilities expansion and the
building of a solid management and financial structure.
In determining whether or not to grant Mr. Vincent stock options as part of
his compensation package, the Stock and Option Plan Administration Committee
considers not only competitive factors and Mr. Vincent's performance but also
the number and terms of options previously granted. In recognition of his
performance and as an additional incentive for the future, Mr. Vincent was
granted a significant number of stock options in late 1992, with the
understanding that, barring unforeseen circumstances, no further options would
be granted to Mr. Vincent for the next three years.
IMPACT OF INTERNAL REVENUE CODE SECTION 162(M)
Internal Revenue Code Section 162(m), enacted in 1993, precludes a public
corporation from taking a deduction in 1994 or subsequent years for compensation
in excess of $1 million paid to its chief executive officer or any of its four
other highest paid officers. At such time as this provision would impact the
Company, the Committees will assess the practical effect on executive
compensation and determine what action, if any, is appropriate.
15
<PAGE> 20
COMMITTEES ROLES
The stock option plans for senior executives are administered by the Stock
and Option Plan Administration Committee (Messrs. Morley and Stevens) of the
Board of Directors. Other compensation decisions for senior executives are made
by the Compensation and Management Resources Committee or, in the case of the
Chief Executive Officer, by the Board based on recommendations from that
Committee.
James W. Stevens, Chairman,
Compensation and
Management Resources Committee
Roger H. Morley
Phillip A. Sharp
James L. Vincent
16
<PAGE> 21
<TABLE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Company's
cumulative total shareholder return on its Common Stock during a period
commencing on December 31, 1988 and ending December 31, 1993 (as measured by
dividing (i) the sum of (A) the cumulative amount of dividends for the
measurement period, assuming dividend reinvestment, and (B) the difference
between the Company's share price at the end and the beginning of the period; by
(ii) the share price at the beginning of the period) with the cumulative return
of the Standard & Poor's 500 Stock Index and the NASDAQ Pharmaceutical Stocks
Total Return Index. The NASDAQ Pharmaceutical Stocks Total Return Index, which
is calculated and supplied by NASDAQ, represents all companies trading on NASDAQ
under the Standard Industrial Classification (SIC) Code for pharmaceutical
companies which includes biotechnology companies. It should be noted that Biogen
has not paid dividends on its Common Stock, and no dividends are included in the
representation of the Company's performance. The stock price performance on the
graph below is not necessarily indicative of future price performance.
<CAPTION> NASDAQ
Measurement Period Pharmaceutical
(Fiscal Year Covered) BIOGEN S&P 500 Index
<S> <C> <C> <C>
1988 100 100 100
1989 235 132 126
1990 407 128 151
1991 561 166 401
1992 660 179 334
1993 560 197 301
</TABLE>
17
<PAGE> 22
CERTAIN TRANSACTIONS
In connection with the hiring of certain executives, the Company has
granted bonuses contingent upon the executive's continued employment over a
period of years. In addition, the Company has also, in the ordinary course of
its business, made loans to certain executive officers and other key employees
in connection with their hiring to facilitate their relocation to the area.
RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Price Waterhouse, independent
accountants, to examine the financial statements of the Company for the year
ending December 31, 1994. Price Waterhouse examined the Company's financial
statements for the year ended December 31, 1993. If the stockholders do not
ratify the selection of Price Waterhouse as the Company's independent
accountants, the Board of Directors will reconsider its selection. The Company
expects that representatives of Price Waterhouse will be present at the Meeting,
with the opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS RATIFICATION OF THE SELECTION OF PRICE
WATERHOUSE AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1994.
OTHER MATTERS
The Company's officers, directors and greater than ten percent stockholders
are required to file reports of ownership and change of ownership with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
Based solely on information provided to the Company by the individual directors
and officers, the Company believes that, during the fiscal year ended December
31, 1993, all filing requirements applicable to executive officers and directors
were complied with except for the late reporting of 100 shares owned by Irvin D.
Smith upon commencement of his employment.
The Board of Directors knows of no other business which will be presented
to the Meeting. If any other business is properly brought before the Meeting, it
is intended that proxies in the enclosed form will be voted in respect thereof
in accordance with the judgment of the persons voting the proxies.
To be considered for presentation at the Annual Meeting of Stockholders to
be held in 1995, stockholder proposals must be received, marked for the
attention of the "Vice President -- General Counsel," Biogen, Inc., 14 Cambridge
Center, Cambridge, Massachusetts 02142, not later than December 16, 1994.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their expenses
in forwarding proxy material to such beneficial owners. Solicitation of proxies
by mail may be supplemented by telephone, telegram, telex and personal
solicitation by the Directors, officers or employees of the Company. No
additional compensation will be paid for such solicitation. In addition, the
Company has hired D.F. King & Co., Inc. to act as its proxy solicitation agent
to assist in the solicitation of proxies for the Meeting. The Company estimates
that the fees payable to D.F. King for such services will be approximately
$5,000.
18
<PAGE> 23
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the securities laws that might incorporate future
filings, including this Proxy Statement, in whole or in part, the reports of the
compensation and stock option committees and the performance graph included in
this Proxy Statement shall not be incorporated by reference into any such
filings.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.
By order of the Board of Directors:
/s/ MICHAEL J. ASTRUE
Michael J. Astrue
Clerk
Cambridge, Massachusetts
April 18, 1994
19
<PAGE> 24
[BIOGEN LOGO]
14 CAMBRIDGE CENTER
CAMBRIDGE, MA 02142
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
MEETING DATE
JUNE 3, 1994
YOUR VOTE IS IMPORTANT.
PLEASE SIGN AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE.
<PAGE> 25
BIOGEN, INC
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF BIOGEN, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 1994
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT, DATED APRIL 18, 1994, AND DOES HEREBY APPOINT
JAMES L. VINCENT AND MICHAEL J. ASTRUE, AND EACH OF THEM, PROXIES OF THE
UNDERSIGNED WITH ALL THE POWERS THE UNDERSIGNED WOULD POSSESS IF PERSONALLY
PRESENT AND WITH FULL POWER OF SUBSTITUTION IN EACH OF THEM, TO APPEAR AND VOTE
ALL SHARES OF COMMON STOCK OF BIOGEN, INC., A MASSACHUSETTS CORPORATION, WHICH
THE UNDERSIGNED WOULD BE ENTITLED TO VOTE IF PERSONALLY PRESENT AT THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD AT THE ROYAL SONESTA HOTEL, 5 CAMBRIDGE
PARKWAY, CAMBRIDGE, MASSACHUSETTS ON FRIDAY, JUNE 3, 1994 AT 10:00 A.M. AND AT
ANY ADJOURNMENT THEREOF.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED HEREIN. IN EACH CASE IF
NO DIRECTION IS INDICATED, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF THE
NAMED NOMINEES AS A DIRECTOR AND FOR PROPOSAL 2. AS TO ANY OTHER MATTER, SAID
PROXY HOLDERS WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGEMENT. THIS PROXY MAY
BE REVOKED IN WRITING AT ANY TIME PRIOR TO THE VOTING THEREOF.
IN THEIR DISCRECTION, THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE,
- --------------------------------------------------------------------------------
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS ON THE REVERSE SIDE. JOINT
OWNERS SHOULD EACH SIGN PERSONALLY. TRUSTEES AND OTHER FIDUCIARIES SHOULD
INDICATE THE CAPACITY IN WHICH THEY SIGN, AND WHERE MORE THAN ONE NAME APPEARS,
A MAJORITY MUST SIGN. IF A CORPORATION, THIS SIGNATURE SHOULD BE THAT OF AN
AUTHORIZED OFFICER WHO SHOULD STATE HIS OR HER TITLE.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
/ X / PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1.) Election of Directors. / / / / / /
BIOGEN, INC. NOMINEES: Alexander Bearn, Harold W. Buirkle, and James L. Vincent for
a three year term ending at the Annual Meeting of Stockholders in 1997
and Phillip A. Sharp for a two year term ending at the Annual Meeting of
Stockholders in 1996.
ALEXANDER BEARN, HAROLD W. BUIRKLE, JAMES L. VINCENT
AND PHILLIP A. SHARP
RECORD DATE SHARES: If you do not wish your shares voted "FOR" a particular nominee, mark
the "For All Except" box and strike a line through the nominee's name.
Your shares will be voted for the remaining nominees.
With- For All
For hold Except
2.) To ratify the selection by the Company's / / / / / /
Board of Directors of Price Waterhouse
as the Company's independent accountants
for the fiscal year ending December 31,
1994.
Mark box at right if you plan to attend the meeting. / /
------------
Please be sure to sign and date this Proxy. Date Mark box at right if comments or address change have / /
- ----------------------------------------------------------- been noted on the reverse side of the card.
- ----Stockholder sign here------------Co-owner sign here----
</TABLE>
DETACH CARD
