<PAGE> 1
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 sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
BIOGEN, INC.
(Name of Registrant as Specified in Its Charter)
[ ]
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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:
- --------------------------------------------------------------------------------
<PAGE> 2
LOGO
Notice of 2000 Annual Meeting
and Proxy Statement
[GRAPHIC OF DOUBLE HELIX OF DNA]
<PAGE> 3
- --------------------------------------------------------------------------------
[BIOGEN LOGO]
May 19, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Biogen, Inc. to be held at 10:00 a.m. on Friday, June 16, 2000 at the
Company's offices located at 12 Cambridge Center, Cambridge, Massachusetts
02142.
At the Annual Meeting, three 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 PricewaterhouseCoopers LLP as the Company's
independent accountants for the fiscal year ending December 31, 2000.
Whether you plan to attend the Annual Meeting or not, 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 of the Board 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 16, 2000
TO THE STOCKHOLDERS OF BIOGEN, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Biogen, Inc., a Massachusetts corporation, will be held at 10:00
a.m. on Friday, June 16, 2000 at Biogen's offices located at 12 Cambridge
Center, Cambridge, Massachusetts 02142 for the following purposes:
1. To elect three members to the Board of Directors to serve for a
three-year term ending at the Annual Meeting of Stockholders in 2003 and
until their successors are duly elected and qualified or their earlier
resignation or removal.
2. To ratify the selection of PricewaterhouseCoopers LLP as the
Company's independent accountants for the fiscal year ending December 31,
2000.
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 21, 2000 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, postage-paid, self-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 and Chief
Executive Officer
Cambridge, Massachusetts
May 19, 2000
<PAGE> 5
BIOGEN, INC.
14 CAMBRIDGE CENTER
CAMBRIDGE, MASSACHUSETTS 02142
(617) 679-2000
PROXY STATEMENT FOR ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON JUNE 16, 2000
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Biogen, Inc. ("Biogen" or the "Company") of proxies to
be voted at the Annual Meeting of Stockholders (the "Meeting") which will be
held at the Company's offices at 12 Cambridge Center, Cambridge, Massachusetts
02142 on Friday, June 16, 2000 at 10:00 a.m. for the purposes stated in the
accompanying Notice of Annual Meeting of Stockholders. Shares represented by
valid proxies, received in time for the Meeting and not revoked prior to the
Meeting, will be voted at the Meeting. A stockholder may revoke a proxy before
the proxy is voted by delivering to the Clerk of the Company a signed statement
of revocation or a duly executed proxy bearing a later date. Any stockholder who
has executed a proxy but is present at the Meeting may vote in person by
revoking the proxy. This Proxy Statement and the accompanying proxy are being
mailed on or about May 22, 2000 to all stockholders entitled to notice of and to
vote at the Meeting.
The close of business on April 21, 2000 is the record date for determining
the stockholders entitled to notice of and to vote at the Meeting. On that date,
the Company had 150,706,289 shares of Common Stock outstanding and entitled to
vote.
The Annual Report to Stockholders for the fiscal year ended December 31,
1999 is being mailed to the stockholders with this Proxy Statement, but does not
constitute a part of this Proxy Statement.
The Company effected a two-for-one stock split on each of November 15, 1996
and June 25, 1999. All of the information presented in this Proxy Statement has
been adjusted to reflect both stock splits.
ELECTION OF DIRECTORS
The Company's Board of Directors (the "Board") currently consists of twelve
members divided into three equal classes serving staggered three-year terms. The
number of directors will be reduced to eleven members effective immediately
prior to the Meeting. The term of one class of directors expires at the Meeting.
As a result of the decrease in the number of directors, only three directors are
to be elected to the class whose term expires at the Meeting. They will hold
office until the Annual Meeting of Stockholders in 2003 and until their
successors are elected unless they resign or are removed.
VOTE
A plurality of the votes cast at the Meeting is required to elect a
director. If any nominee is 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 may recommend. THE BOARD RECOMMENDS
THE ELECTION OF HAROLD W. BUIRKLE, ALAN K. SIMPSON AND JAMES L. VINCENT AS
DIRECTORS.
1
<PAGE> 6
INFORMATION ABOUT THE DIRECTORS
[PICTURE]
Alexander G. Bearn, M.D.
(age 77)
Director since 1991; Member of the class of directors with term ending at the
Meeting; retiring from the Board effective immediately prior to the Meeting;
Executive Director of the American Philosophical Society since 1997; Visiting
Physician, Adjunct Professor at the Rockefeller University in New York since
1966 and Trustee of the Rockefeller University since 1970; Trustee of Howard
Hughes Medical Institute since 1987; from 1979 to 1988, Senior Vice President
for Medical and Scientific Affairs of the International Division of Merck & Co.;
Director of Vasomedical, Inc.; member of the Scientific Board of the Company and
nominated as a director pursuant to designation by the Scientific Board.
[PICTURE]
Alan Belzer
(age 67)
Director since 1990; Member of the class of directors with term ending in 2001;
President, Chief Operating Officer and Director, Allied-Signal, Inc. (now
Honeywell International Inc.) from 1988 to 1993; from 1983 to 1988, Executive
Vice President and President, Engineered Materials Sector, Allied-Signal, Inc.
[PICTURE]
Harold W. Buirkle
(age 79)
NOMINEE FOR RE-ELECTION
Director since 1986; Managing Director, The Henley Group, Inc. from 1986 to
1990; from 1983 to 1985, Executive Vice President, Finance and Planning, Allied
Corporation (formerly Allied-Signal, Inc., now Honeywell International Inc.).
[PICTURE]
Mary L. Good, Ph.D.
(age 68)
Director since 1997; Member of the class of directors with term ending in 2001;
Managing Member, Venture Capital Investors, LLC since 1997; Donaghey University
Professor at University of Arkansas at Little Rock since 1998; Under Secretary
for Technology, United States Department of Commerce from 1993 to 1997; Senior
Vice President, Technology, Allied-Signal, Inc. (now Honeywell International
Inc.) from 1988 to 1993; Director of IDEXX Laboratories, Inc. and Whatman Co.
plc.
2
<PAGE> 7
[PICTURE]
Thomas F. Keller, Ph.D. Director since 1996; Member of the class of
(age 68) directors with term ending in 2002; Dean, Fuqua
School of Business Europe, Duke University, since
1999; R.J. Reynolds Professor of Business
Administration, Duke University, since 1974; Dean,
Fuqua School of Business, Duke University, from
1974 until 1996; Director of American Business
Products, LADD Furniture Co., Inc., Dimon, Inc.,
Wendy's International, and Nations Funds.
[PICTURE] Director since 1987; Member of the class of
directors with term ending in 2002; Vice
Roger H. Morley President, Schiller International University,
(age 68) Heidelberg, Germany since 1983; Co-Managing
Director, R&R Inventions Ltd., Birmingham, U.K.
since 1985; Advisory Director of Bank of America,
Illinois; Director of Blyth Industries.
[PICTURE] Director since 1999; Member of the class of
directors with term ending in 2002; President and
James C. Mullen Chief Operating Officer of Biogen, Inc. since
(age 41) 1999; Vice President-International of Biogen from
1996 until 1999; Vice President-Operations of
Biogen from 1991 to 1996. Prior to joining Biogen
in 1989, Mr. Mullen held various positions of
responsibility at SmithKline-Beckman Corporation
(now SmithKline Beecham Corporation) from 1984 to
1988, including Director of Engineering,
SmithKline and French Laboratories Worldwide.
[PICTURE] Director since 1980; Member of the class of
directors with term ending in 2001; Biogen
Sir Kenneth Murray, Ph.D. Professor of Molecular Biology, University of
(age 69) Edinburgh, Scotland since 1984 (Emeritus since
1998); during 1985 and 1986, Interim Research
Director of Biogen S.A.; Fellow of the Royal
Society; Vice Chairman of the Scientific Board of
the Company and nominated as a director pursuant
to designation by the Scientific Board.
[PICTURE] Director since 1982; Member of the class of
directors with term ending in 2002; Institute
Phillip A. Sharp, Ph.D. Professor, Center for Cancer Research,
(age 55) Massachusetts Institute of Technology since 1999;
from 1991 until 1999, Salvador E. Luria Professor
and Head of the Department of Biology, Center for
Cancer Research, MIT; Director of the Center for
Cancer Research at MIT from 1985 to 1991; Chairman
of the Scientific Board of the Company and
nominated as a director pursuant to designation by
the Scientific Board; Nobel Laureate.
<PAGE> 8
[PICTURE]
Alan K. Simpson
(age 68)
NOMINEE FOR RE-ELECTION
Director since 1997; Director of the Institute of Politics and Visiting
Lecturer, John F. Kennedy School of Government, Harvard University since 1997;
United States Senator from Wyoming from 1979 to 1997; Assistant Majority Leader,
United States Senate from 1984 to 1994; Director of I.D.S.-American Express.
[PICTURE]
James W. Stevens
(age 63)
Director since 1986; Member of the class of directors with term ending in 2001;
Chairman, Prudential Asset Management Group from 1993 to 1995; Executive Vice
President, The Prudential Insurance Company of America and Prudential Investment
Corporation from 1987 to 1995; Managing Director, Dillon, Read & Company Inc.
from 1985 until 1987; from 1984 until 1985, Group Executive of Citicorp and
Citibank N.A. and Chairman of Citicorp Venture Capital, Ltd; Director of Maxcor
Financial Group Inc. and Pen-Tab Industries, Inc.
[PICTURE]
James L. Vincent
(age 60)
NOMINEE FOR RE-ELECTION
Director since 1985; Chairman of the Board of Directors of Biogen, Inc. since
1985; Chief Executive Officer of Biogen since December 1998 and from 1985 until
February 1997, and President from 1985 to February 1994; from 1982 to 1985,
Group Vice President, Allied Corporation (formerly Allied-Signal, Inc., now
Honeywell International Inc.) and President, Allied Health and Scientific
Products Company; from 1979 through 1980, Executive Vice President, Chief
Operating Officer and a Director of Abbott Laboratories, Inc.
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
The Board has a Compensation and Management Resources Committee, a Finance
and Audit Committee, a Stock and Option Plan Administration Committee, a Project
Share Committee and a Nominating Committee. The Compensation and Management
Resources Committee, whose members are Roger H. Morley (Chairman), Harold W.
Buirkle, Mary L. Good, Phillip A. Sharp and James L. Vincent, makes
recommendations to the Board concerning remuneration and benefits for senior
executives, and reviews executive development and succession. The Finance and
Audit Committee, whose members are Harold W. Buirkle (Chairman), Alan Belzer,
Thomas F. Keller, James C. Mullen and James W. Stevens, 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 Stock and Option Plan Administration Committee, whose members are
Harold W. Buirkle and Roger H. Morley, administers certain stock and stock
option plans. 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. The Nominating Committee,
whose members are Alan Belzer (Chairman), Alexander G. Bearn, Kenneth Murray,
Alan K.
4
<PAGE> 9
Simpson, James W. Stevens and James L. Vincent, identifies, evaluates and
nominates candidates to fill Board positions. The Nominating Committee will
consider nominees recommended by the Company's stockholders. Stockholders
wishing to nominate a person for election to the Board must follow the
procedures described in the Company's By-laws.
The Board met five times in 1999. Each of the Committees, except for the
Project Share Committee and the Nominating Committee, met five times in 1999.
Neither the Project Share Committee nor the Nominating Committee met in 1999. No
director attended fewer than 75% of the total number of meetings of the Board or
of Committees of the Board on which he or she served during 1999.
Non-employee members of the Board receive a $20,000 per year retainer,
$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
received in 1999 an annual consulting fee of $20,000, $2,000 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 in 1999 was $75,000. Directors who are not members
of the Company's Scientific Board are eligible to participate in the Company's
1985 Non-Qualified Stock Option Plan (the "1985 Plan"). In 1999, Alan Belzer and
Thomas F. Keller were each granted options for the purchase of 30,000 shares of
the Company's Common Stock under the 1985 Plan. Directors who are members of the
Scientific Board are eligible to participate in the Company's 1987 Scientific
Board Stock Option Plan (the "1987 Plan"). In 1999, no eligible director
received options under the 1987 Plan. Directors may defer all or part of their
cash compensation pursuant to the Company's Voluntary Board of Directors Savings
Plan.
RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
The Board has selected PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), independent accountants, to examine the financial
statements of the Company for the year ending December 31, 2000.
PricewaterhouseCoopers examined the Company's financial statements for the year
ended December 31, 1999. If the stockholders do not ratify the selection of
PricewaterhouseCoopers as the Company's independent accountants, the Board will
reconsider its selection. The Company expects that representatives of
PricewaterhouseCoopers will attend the Meeting, have the opportunity to make a
statement if they so desire, and be available to respond to appropriate
questions.
THE BOARD RECOMMENDS RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2000.
5
<PAGE> 10
SHARE OWNERSHIP
The following table sets forth information as of April 10, 2000 concerning
the ownership of the Company's Common Stock by (i) each current member of the
Board, (ii) each of the executive officers named in the Summary Compensation
Table included in this Proxy Statement and (iii) all current directors and
executive officers as a group. No stockholder of the Company is known by the
Company to be the beneficial owner of more than 5% of the Company's outstanding
shares of Common Stock. Except as otherwise noted, the persons identified have
sole voting and investment power with respect to their shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
NAME NUMBER(1) PERCENT(1)
- ---- --------- ----------
<S> <C> <C>
Current Directors:
Alexander G. Bearn.......................................... 56,400(2) *
Alan Belzer................................................. 154,000(3) *
Harold W. Buirkle........................................... 503,370 *
Mary L. Good................................................ 40,000(4) *
Thomas F. Keller............................................ 60,800(5) *
Roger H. Morley............................................. 68,000(4) *
James C. Mullen............................................. 564,128(6) *
Kenneth Murray.............................................. 803,000(7) *
Phillip A. Sharp............................................ 966,000(8) *
Alan K. Simpson............................................. 32,941(9) *
James W. Stevens............................................ 324,000(10) *
James L. Vincent............................................ 1,189,057(11) *
Named Executive Officers Who Are Not Directors:
Burt A. Adelman............................................. 152,907(12) *
Joseph M. Davie............................................. 541,930(13) *
Mark W. Leuchtenberger...................................... 109,991(14) *
All current executive officers and directors as a group (23
persons).................................................. 6,161,915(15) 3.98%
</TABLE>
- ---------------
* Represents beneficial ownership of less than 1% of the Company's
outstanding shares of Common Stock.
(1) All references to options in these notes mean those options which are held
by the respective person on April 10, 2000 and which are exercisable on
April 10, 2000 or become exercisable on or before sixty days after April
10, 2000. The calculation of percentages is based upon the number of shares
issued and outstanding at April 10, 2000, plus shares subject to options
held by the respective person at April 10, 2000, which are exercisable on
April 10, 2000 or become exercisable on or before sixty days after April
10, 2000.
(2) Includes 56,000 shares which may be acquired pursuant to options.
(3) Includes 144,000 shares which may be acquired pursuant to options.
(4) Represents shares which may be acquired pursuant to options.
(5) Represents 60,000 shares which may be acquired pursuant to options held by
a partnership of which Dr. Keller is a general partner and 800 shares which
are held by the same partnership.
6
<PAGE> 11
(6) Includes 536,400 shares which may be acquired pursuant to options and 1,748
shares held under the Company's 401(k) plan.
(7) Includes 164,000 shares which may be acquired pursuant to options.
(8) Includes 254,000 shares which may be acquired pursuant to options.
(9) Represents shares which may be acquired pursuant to options, including 242
shares which may be acquired by Mr. Simpson's wife.
(10) Includes 164,000 shares which may be acquired pursuant to options.
(11) Includes 1,060,000 shares which may be acquired pursuant to options and
2,457 shares held under the Company's 401(k) plan. Certain of the shares
acquired upon exercise of the options are subject to repurchase by the
Company under certain circumstances.
(12) Includes 145,000 shares which may be acquired pursuant to options, 1,157
shares held under the Company's 401(k) plan and 150 shares held under the
Company's 1983 Employee Stock Purchase Plan.
(13) Includes 520,000 shares which may be acquired pursuant to options, 585
shares held under the Company's 401(k) plan and 2,475 shares held under the
Company's 1983 Employee Stock Purchase Plan.
(14) Includes 102,316 shares which may be acquired pursuant to options and 675
shares held under the Company's 401(k) plan.
(15) Includes 3,841,257 shares which may be acquired pursuant to options, 12,365
shares held under the Company's 401(k) plan and 6,214 shares held under the
Company's 1983 Employee Stock Purchase Plan.
7
<PAGE> 12
EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the Company's
Chief Executive Officer and the four other most highly compensated executive
officers of the Company as of December 31, 1999 (collectively, the "Named
Executive Officers") for services rendered to the Company during the three
fiscal years ended December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------- ------------
SHARES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#) COMPENSATION(1)
- ------------------ ---- ------ ----- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent................... 1999 $1,025,988 $1,500,000 $ -- 740,000 $21,000
Chairman of the Board 1998 1,014,000 0 -- 120,000 19,279
and Chief Executive Officer 1997 975,000 0 -- 300,000 33,564
James C. Mullen.................... 1999 398,163 350,000 54,873(2) 500,000 4,577
President and Chief 1998 260,000 70,900 -- 60,000 4,010
Operating Officer 1997 245,000 59,000 67,757(2) 40,000 3,472
Joseph M. Davie.................... 1999 348,010 97,900 -- 10,000 8,945
Senior Vice President -- 1998 329,992 80,000 -- 20,000 8,530
Research 1997 310,000 74,500 25,000(3) 20,000 8,685
Burt A. Adelman.................... 1999 260,000 73,000 -- 20,000 5,042
Vice President -- 1998 232,500 65,400 -- 40,000 4,545
Medical Research 1997 185,000 35,415 -- 20,000 4,736
Mark W. Leuchtenberger............. 1999 241,154 79,000 92,016(4) 125,000 3,389
Vice President -- 1998 215,000 65,100 -- 60,000 2,493
International 1997 200,000 51,000 -- 40,000 2,524
</TABLE>
- ---------------
(1) All Other Compensation in 1999 for all of the Named Executive Officers
includes (i) the dollar value of matching contributions made in shares of
the Company's Common Stock during the 1999 fiscal year under the Company's
401(k) plan in the amount of $2,400 for each of Mr. Vincent, Mr. Mullen and
Dr. Davie, $1,800 for Dr. Adelman and $1,200 for Mr. Leuchtenberger, and
(ii) matching amounts of less than $100 per officer made by the Company
under its non-qualified Voluntary Executive Supplemental Savings Plan for
compensation in excess of the amount that may be taken into account under
the 401(k) plan. All Other Compensation also includes, for each of the Named
Executive Officers, the dollar value of premiums paid by the Company during
the 1999 fiscal year with respect to term life insurance for their benefit
under an executive life insurance program in the amount of $18,500 for Mr.
Vincent, $2,077 for Mr. Mullen, $6,445 for Dr. Davie, $3,142 for Dr. Adelman
and $2,089 for Mr. Leuchtenberger.
(2) The 1999 figure represents benefits received in connection with service
outside of the United States, including a $23,934 cost of living adjustment,
$14,161 in housing-related payments, and payments to cover relocation
expenses and an automobile lease; also includes benefits received with
respect to personal income tax preparation services. The 1997 figure
represents a cost of living adjustment related to service outside of the
United States.
(3) Represents the portion of payments made under a contingent bonus and
mortgage loan forgiveness program in connection with Dr. Davie's hiring
which became vested during 1997.
(4) Represents benefits received in connection with service outside of the
United States, including $52,807 in housing-related payments, a $24,404 cost
of living adjustment, and payments to cover relocation expenses and an
automobile lease; also includes benefits received with respect to personal
income tax preparation services.
8
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding options granted to the
Named Executive Officers in 1999.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------ ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SHARES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED OPTION TERM(2)
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION -------------------------
NAME GRANTED(1) IN FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
---- ---------- -------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent.......... 440,000 14.77 $ 41.50 1/4/09 $11,483,616 $29,101,737
300,000 10.07 71.625 12/9/09 13,513,373 34,245,541
James C. Mullen........... 350,000 11.75 41.50 1/4/09 9,134,694 23,149,109
150,000 5.03 71.625 12/9/09 6,756,687 17,122,771
Joseph M. Davie........... 10,000 0.34 71.625 12/9/09 450,446 1,141,518
Burt A. Adelman........... 20,000 0.67 71.625 12/9/09 900,892 2,283,036
Mark W. Leuchtenberger.... 100,000 3.36 41.50 1/4/09 2,609,913 6,614,031
25,000 0.84 71.625 12/9/09 1,126,114 2,853,795
</TABLE>
- ---------------
(1) All options listed were granted pursuant to the 1985 Plan at the market
price on the date of grant and have ten-year terms. All of the options,
except those granted to Mr. Vincent, vest annually in equal installments
over five years, commencing one year from the date of grant. The options
granted to Mr. Vincent are immediately exercisable, but the shares issuable
upon exercise of the options are subject to repurchase by the Company under
certain conditions and for a specified period.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. The gains shown are net of the option's exercise
price, but do not include deductions for taxes or other expenses associated
with the exercise of the option or the sale of the underlying shares. The
actual gains, if any, on the exercise of stock options will depend on the
future performance of the Company's Common Stock, the option holder's
continued employment throughout the option period, and the date on which the
options are exercised. The potential realizable values for all stockholders
at the assumed annual rates of stock price appreciation of 5% and 10% would
be $7,924,861,271 and $20,083,154,411, respectively, after ten years.
9
<PAGE> 14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
The following table sets forth information regarding the exercise of
options by each of the Named Executive Officers in 1999. In addition, this table
includes the number of shares covered by both exercisable and unexercisable
stock options at December 31, 1999, and the value of "in-the-money" options,
which value represents the positive spread between the exercise price of any
such option and the fair market value of the Company's Common Stock on December
31, 1999.
<TABLE>
<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(2) UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE
---- --------------- ----------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Vincent......... 380,000 $18,335,784 1,615,000 0 $79,526,425 $ 0
James C. Mullen.......... 7,000 521,688 509,400 637,600 37,406,868 24,959,192
Joseph M. Davie.......... 350,000 15,843,750 527,142 192,858 40,395,282 13,420,030
Burt A. Adelman.......... 26,600 1,764,044 143,000 130,800 10,079,564 7,067,527
Mark W. Leuchtenberger... 67,300 4,195,026 89,816 268,700 5,783,221 12,917,757
</TABLE>
- ---------------
(1) The value of unexercised in-the-money options at year-end assumes a fair
market value for the Company's Common Stock of $84.00, the average of the
high and low sales prices of the Company's Common Stock on December 31,
1999.
(2) The options granted to Mr. Vincent are immediately exercisable, but the
shares issuable upon exercise of the options are subject to repurchase by
the Company under certain conditions and for a specified period.
PENSION PLAN
The Company has a defined benefit pension plan in which all regular U.S.
employees participate as of the first day of the quarter following date of hire.
Benefits are expressed as cash balance accounts. At the end of each plan year,
each eligible participant receives an increase to his or her account in the form
of a basic credit ranging from 2% to 15% of the participant's compensation
during the year depending on the participant's age. In addition, a participant
may receive a supplemental credit equal to 3% (or the participant's basic credit
percentage, if less) of compensation during the year in excess of the
participant's Social Security covered compensation level. Account balances are
also credited each year with a specified rate of interest equal to the average
of the One-Year Treasury Bill (T-bill) rate for the prior year plus 1%. The
plan's interest credit will not be less than 5.25% nor more than 10%. A
participant is eligible to retire and begin receiving his or her vested benefit
from the plan as early as age 55. The total account balance is converted to a
monthly pension at retirement. Alternatively, a participant may elect to receive
his or her account balance as a lump sum. For 1995 and earlier years, the
benefit formula provided at different times varying amounts of benefit accrual.
A participant's vested interest in the plan is subject to a graded vesting
schedule based on years of service with Biogen and fully vests after seven years
of service.
The Company also maintains a Supplemental Executive Retirement Plan
("SERP"). The SERP provides benefits that, due to tax law limits, cannot be paid
from the qualified pension plan. For certain executive officers, the SERP also
preserves the level of retirement benefits provided under the pension plan's
benefit formula before its amendment effective in 1989 to comply with the Tax
Reform Act of 1986.
10
<PAGE> 15
The following table shows estimated annual benefits payable upon normal
retirement (age 65) for life under the pension plan and the SERP. These
estimates assume that account balances will grow 7% each year, that an employee
will work for the Company until normal retirement age, and that the
participant's compensation level equals the amounts shown below for each year of
service.
<TABLE>
<CAPTION>
YEARS OF SERVICE
CAREER AVERAGE ----------------------------------------------------------------
EARNINGS 15 20 25 30 35
-------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 300,000.................. 94,000 131,000 175,000 230,000 297,000
400,000.................. 127,000 177,000 238,000 314,000 407,000
500,000.................. 160,000 224,000 301,000 398,000 516,000
600,000.................. 194,000 271,000 365,000 482,000 626,000
700,000.................. 227,000 317,000 428,000 567,000 736,000
800,000.................. 260,000 364,000 491,000 651,000 845,000
900,000.................. 293,000 411,000 554,000 735,000 955,000
1,000,000.................. 326,000 457,000 618,000 819,000 1,065,000
1,500,000.................. 492,000 691,000 934,000 1,240,000 1,613,000
2,000,000.................. 657,000 924,000 1,250,000 1,661,000 2,161,000
2,500,000.................. 823,000 1,157,000 1,566,000 2,081,000 2,709,000
</TABLE>
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 Named Executive Officers: Mr. Vincent ($2,525,988, 14 years and 19 years
(projected)); Mr. Mullen ($748,163, 10.5 years and 34 years (projected)); Dr.
Davie ($445,910, 6.5 years and 11.5 years (projected)); Dr. Adelman ($333,000,
8.5 years and 26 years (projected)); and Mr. Leuchtenberger ($320,154, 9 years
and 30.5 years (projected)).
EMPLOYMENT ARRANGEMENTS WITH THE COMPANY AND CERTAIN TRANSACTIONS
Mr. Mullen, Dr. Davie, Dr. Adelman and Mr. Leuchtenberger (collectively,
the "Executives"), each has an employment agreement with the Company under which
he receives executive life insurance and tax preparation services. These
employment agreements further provide for compensation in the event of
termination of the Executive's employment 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. The employment agreements
for each of the Executives also provide for a specified target bonus each year.
In addition, Mr. Leuchtenberger's employment agreement sets forth certain
benefits to which he is entitled in connection with his relocation to the
Company's Paris office. Such benefits include a cost of living allowance,
housing accommodations and a leased automobile.
Mr. Vincent has an employment agreement under which he receives term life,
disability and personal liability insurance, personal income tax preparation and
tax audit services. Mr. Vincent's agreement was amended in 1996 and again in
March 1999. Under Mr. Vincent's amended employment agreement, in the event of a
non-cause termination (whether by the Company or by Mr. Vincent in certain
circumstances, including following a change of control of the Company), Mr.
Vincent will be entitled to receive a payment equal to at least 2.5 times and no
more than 6.5 times his average annual cash compensation for the three years
preceding termination, depending upon the date of termination. In the event of
termination, under certain circumstances, Mr. Vincent will be entitled to the
continuation of certain benefits until age 65 as well as continued service
credit and possible accelerated payment under the Company's SERP. Termination
payments will be made together with the amount of certain excise taxes imposed
on the termination payments. The amended agreement also includes a three-year
non-competition provision and a two-year non-solicitation
11
<PAGE> 16
provision. The March 1999 amendment was effected to exercise the Company's
election of its option to extend the term of Mr. Vincent's service to 2004.
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. 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1999, the members of the Compensation and Management Resources
Committee, which determines cash remuneration and benefits for senior executives
and reviews executive development and succession, were Roger H. Morley,
(Chairman), Harold W. Buirkle, Mary L. Good, Phillip A. Sharp and James L.
Vincent, the Chairman of the Board and Chief Executive Officer of the Company.
JOINT REPORT ON COMPENSATION PHILOSOPHY
BY THE COMPENSATION AND MANAGEMENT
RESOURCES COMMITTEE AND THE STOCK AND
OPTION PLAN ADMINISTRATION COMMITTEE
Having attained its goal of moving from a development-stage company to a
fully-integrated pharmaceutical company, Biogen continues to focus on achieving
sustained growth and development. The Company's current strategy towards this
objective is to grow the worldwide market for its AVONEX(R)(Interferon Beta-1a)
product, develop drugs from its current pipeline, fill its pipeline so that
there are new drugs to bring to market in the future, continue to foster the
creative energies of the internal research group as a source of new development
programs, and remain financially responsible so as to maximize value for
shareholders. The Company's achievements in 1999 reflect its efforts toward
fulfilling this strategy. These achievements included maintaining AVONEX(R) as
the worldwide market leader among multiple sclerosis therapies, receiving
positive results from a clinical study of AVONEX(R) in patients who had
experienced only one confirmed demyelinating event (multiple sclerosis-type
exacerbation), accelerating development of the Company's clinical pipeline,
including successfully completing a Phase 2b clinical study of AMEVIVE(TM)
(Human LFA-3/IgG1 fusion protein) in patients with moderate to severe chronic
plaque psoriasis and successfully completing an early-stage Phase 2 study of an
adenosine A(1) antagonist small molecule product being studied as a treatment
for congestive heart failure, and reporting record revenues, net income and
earnings per share.
The goals that Biogen has set and the strategy it has adopted are
challenging. The Company's success in achieving its mission to date and the
magnitude of this success are due in large part to the Company's philosophy and
practice of recruiting, motivating and retaining 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. A competitive compensation program
has been a crucial part of the Company's efforts. The Biogen executive
compensation program consists of three parts: base salary and benefits, annual
bonus and stock options. The Company's target for total compensation is to be
competitive with major biotechnology companies, generally those peer companies
with significant revenues and at least one product successfully developed and
marketed, and with pharmaceutical industry companies, on a size-adjusted basis.
In 1999, the total compensation package paid to executive officers, other than
the Chairman and Chief Executive Officer, was about average compared to the
major biotechnology companies with respect to cash compensation and the value of
stock options granted. Individual compensation decisions are made with reference
to progress toward goals tailored for Biogen's stage of development.
12
<PAGE> 17
BASE SALARY AND BENEFITS
The Company's philosophy is to maintain executive base salary 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 and other compensation elements
are generally made through participation in a variety of industry surveys and
studies, as well as by monitoring developments in key industries such as the
pharmaceutical industry. Periodic adjustments in base salary relate to
competitive factors and to individual performance evaluated against
pre-established objectives. Executive officers are also entitled to participate
in benefit plans generally available to employees and receive executive life
insurance and other benefits as described elsewhere in this Proxy Statement.
ANNUAL BONUS
The Compensation and Management Resources Committee of the Board, in its
discretion, may award bonuses to executive officers. The Company pays bonuses
based on each executive officer's achievement of his or her performance goals.
The intent of the annual bonus is to motivate and reward performance of senior
executives measured against distinct and clearly articulated goals, with a view
towards the competitive compensation practices of the biotechnology industry.
The goals vary with responsibilities and are based on individual milestones
rather than overall measures of the Company's performance. In 1999, these goals
included: achieving certain commercial milestones with respect to AVONEX(R),
commencing the construction of new facilities in Cambridge, MA and Research
Triangle Park, NC to house process development operations and to obtain
large-scale manufacturing capacity, achieving certain clinical milestones with
respect to the Company's key development-stage products, achieving certain
research and development milestones with respect to the Company's product
pipeline, and completing key recruiting and strategic planning efforts.
STOCK OPTIONS
Stock options are a fundamental element in the total compensation program
because they emphasize long-term Company performance as measured by creation of
stockholder value and foster a community of interest between stockholders and
employees. Accordingly, the Company believes that the use of stock options is
preferable to other forms of stock compensation such as restricted stock.
Options are granted to all regular full-time employees, and particularly to key
employees likely to contribute significantly to the Company. In determining the
size of an option grant to an executive officer, the Company considers not only
competitive factors, changes in responsibility and the executive officer's
achievement of individual pre-established goals, but also the number and terms
of options previously granted to the officer. In addition, the Company usually
makes a significant grant of options when an executive officer joins the
Company. The size of option grants to executive officers is determined by the
Stock and Option Plan Administration Committee.
Options are granted, as a matter of Company policy, at 100% of the fair
market value on the date of grant. The Company generally awards options to
officers upon the commencement of employment and at regular intervals, but other
awards may be made as well. Some of the Company's stock option plans also
provide for option grants to members of the Board and the Scientific Board.
Options granted to employees generally vest over periods ranging from five to
seven years after grant.
CEO COMPENSATION
The compensation of James L. Vincent, Biogen's Chairman of the Board and
Chief Executive Officer, reflects the Company's general compensation philosophy.
Mr. Vincent's compensation in 1999 was not formula-based, but rather was
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
13
<PAGE> 18
performance and review of data showing the compensation of Mr. Vincent's peers
in the pharmaceutical and biotechnology industries. The Committees collectively
evaluated Mr. Vincent's performance by considering various factors, including
the breadth of Mr. Vincent's responsibilities and progress made by the Company
toward its goals as measured by the Committees' assessment of the performance of
the key departments. In 1999, the Company's progress and the quality of Mr.
Vincent's performance were reflected in the Company's various achievements.
These achievements included maintaining AVONEX(R) as the worldwide market leader
among multiple sclerosis therapies, receiving positive results from a clinical
study of AVONEX(R) in patients who had experienced only one confirmed
demyelinating event (multiple sclerosis-type exacerbation), accelerating
development of the Company's clinical pipeline, including successfully
completing Phase 2 clinical studies of two of the Company's product candidates,
and reporting record revenues, net income and earnings per share.
In determining whether to grant Mr. Vincent options, the Compensation and
Management Resources Committee and the Stock and Option Plan Administration
Committee considered not only competitive factors and Mr. Vincent's performance,
but also the number and terms of options previously granted. Options were
granted to Mr. Vincent in 1999 in recognition not only of his performance, but
also his agreement to resume the role of Chief Executive Officer.
IMPACT OF INTERNAL REVENUE CODE SECTION 162(m)
Internal Revenue Code Section 162(m) ("Section 162(m)") precludes a public
corporation from taking a deduction for compensation in excess of $1 million
paid to its chief executive officer or any of its four other highest paid
officers. Certain income is not subject to the limit. As a result, the Company
was able to fully deduct compensation paid to its executive officers in 1999. At
such time as Section 162(m) would affect the Company, the Board and Committees
will assess the practical effect on executive compensation and determine what
action, if any, is appropriate while maintaining the discretion to compensate
its executive officers in a manner consistent with the Company's compensation
policies without regard to deductibility.
COMMITTEES' ROLES
The stock option plans for senior executives are administered by the Stock
and Option Plan Administration Committee (consisting of Messrs. Buirkle and
Morley) of the Board. Other compensation decisions for senior executives are
made by the Compensation and Management Resources Committee and, in the case of
the Chief Executive Officer, ratified by the Board based on recommendations from
that Committee.
Roger H. Morley, Chairman,
Compensation and Management Resources
Committee
Harold W. Buirkle
Mary L. Good
Phillip A. Sharp
James L. Vincent
14
<PAGE> 19
SECTION 16(a) -- BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 1999, all such parties complied with all applicable filing requirements
except for reporting of the following transactions: (i) amended filings for
Frank A. Burke, Jr., Joseph M. Davie and James L. Vincent properly reporting
exercise and sale transactions in September 1999, (ii) a late filing for Joseph
M. Davie reporting an exercise and sale transaction in June 1999 and (iii) an
amended filing for James L. Vincent in June 1999 amending a Form 5 to report
three gift transactions.
15
<PAGE> 20
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, 1994 and ending December 31, 1999 (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,
including biotechnology, companies. Biogen has not paid dividends, 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.
<TABLE>
<CAPTION>
NASDAQ PHARMACEUTICAL
BIOGEN S&P 500 INDEX
------ ------- ---------------------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 147.30 137.60 183.40
1996 185.60 169.50 184.00
1997 174.20 226.10 190.00
1998 397.50 291.80 241.70
1999 811.80 353.70 451.60
</TABLE>
16
<PAGE> 21
MISCELLANEOUS
PROPOSALS OF STOCKHOLDERS
To be included in the Company's Proxy Statement for consideration at the
Annual Meeting of Stockholders to be held in 2001, stockholder proposals must be
received by the Company, marked for the attention of the "Vice President-General
Counsel," not later than January 7, 2001. The Company's By-laws provide that
stockholders desiring to nominate persons for election to the Board or to bring
any other business before the stockholders at an annual meeting must notify the
Clerk of the Company in writing not less than 60 days, but not more than 90
days, prior to the meeting. If, however, the Company gives less than 70 days'
notice or prior public disclosure of the date of the meeting, a stockholder's
notice to be timely must be received by the tenth day following the date on
which notice or public disclosure of the date of the meeting is made to the
stockholders.
SOLICITATION AND VOTING OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the Board.
Directors, officers and other employees of the Company may also solicit proxies
by telephone, telegram, fax and personal solicitation. No additional
compensation will be paid to any director, officer or employee for such
solicitation. The cost of soliciting proxies, including expenses in connection
with preparing and mailing this Proxy Statement, will be borne by the Company.
The Company will reimburse brokerage firms and other persons representing
beneficial owners of the Company's Common Stock for their expenses in forwarding
proxy material to such beneficial owners. The Company has hired D.F. King & Co.,
Inc. to act as its proxy solicitation agent for the Meeting at a cost of
approximately $5,500.
Stockholders of record on April 21, 2000 will be entitled to vote at the
Meeting on the basis of one vote for each share held. If a 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. Unless authority to
vote for any of the proposals is withheld, the shares represented by the
enclosed proxy will be voted for such proposals. With respect to the matters to
be acted on at the Meeting, abstentions and broker non-votes will neither count
for nor against the proposal to be voted upon. For all proposals, abstentions
and broker non-votes will be counted toward determination of a quorum.
INCORPORATION BY REFERENCE
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 Joint Report
on Compensation Philosophy by the Compensation and Management Resources
Committee and the Stock Option Plan Administration Committee, and the
Performance Graph included in this Proxy Statement shall not be incorporated by
reference into any such filings.
OTHER MATTERS
The Board knows of no other business which will be presented at the
Meeting. If other business is properly brought before the Meeting, proxies in
the enclosed form will be voted in accordance with the judgment of the persons
voting the proxies.
17
<PAGE> 22
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/ Thomas J. Bucknum
Thomas J. Bucknum
Clerk
Cambridge, Massachusetts
May 19, 2000
18
<PAGE> 23
[GRAPHIC OF MAP]
DIRECTIONS TO BIOGEN
<TABLE>
<S> <C>
FROM LOGAN AIRPORT & BOSTON FROM NORTH OR SOUTH
Take Sumner Tunnel to Expressway (Rte. Rte. 93 to Storrow Drive. Take Storrow
93). Go up ramp for 1/4 mile following Drive to exit marked Kendall Square. Go
signs for Storrow Drive. Take Storrow across Longfellow Bridge over Charles
Drive to left exit marked Kendall Square. River and follow straight...
Go across Longfellow Bridge over Charles
River and follow straight. Marriott Hotel FROM WALTHAM AND RTE. 2
will be 1 1/2 blocks down on left... Rte. 2 to Memorial Drive eastbound. (You
will pass Harvard University, The B.U.
FROM "T" Bridge, The Mass Ave. Bridge and MIT.)
Take "T" to Kendall Square/MIT stop. Walk After passing MIT, STAY TO THE RIGHT. Take
straight up stairs... left at lights (Kendall Square) onto
Binney Street. Take left at 2nd light onto
Third St. Proceed to end and turn right
onto Broadway...
<S> <C>
FROM LOGAN AIRPORT & BOSTON FROM MASS AVE.,
Take Sumner Tunnel to Expressway (Rte. Follow Mass Ave. onto Main Street. Take
93). Go up ramp for 1/4 mile following left onto Ames Street at Legal Seafood...
signs for Storrow Drive. Take Storrow FROM WEST AND MASS PIKE
Drive to left exit marked Kendall Square. Take Mass Pike to exit 18 (Cambridge/
Go across Longfellow Bridge over Charles Allston/Brighton exit). After toll, bear
River and follow straight. Marriott Hotel right (Cambridge/Somerville). Go straight
will be 1 1/2 blocks down on left... across River Street Bridge. Turn right
FROM "T" onto Memorial Drive eastbound. After
Take "T" to Kendall Square/MIT stop. Walk passing MIT, STAY TO THE RIGHT. Take left
straight up stairs... at first set of lights (2nd Kendall Square
sign) onto Binney Street. Take left at 2nd
light onto Third Street. Proceed to end
and turn right onto Broadway...
[BIOGEN LOGO]
</TABLE>
NOTE: UPON REACHING KENDALL SQUARE, PLEASE REFER TO KENDALL SQUARE CAMBRIDGE
CENTER DETAIL MAP
FOR BIOGEN BUILDING LOCATIONS AND PARKING INSTRUCTIONS.
<PAGE> 24
[BIOGEN LOGO]
14 CAMBRIDGE CENTER
CAMBRIDGE, MA 02142
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
MEETING DATE
JUNE 16, 2000
<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 16, 2000
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, dated May 19, 2000, in connection with the
Annual Meeting of Stockholders to be held on June 16, 2000 at 10:00 a.m. at the
offices of Biogen, Inc., a Massachusetts corporation (the "Company"), located at
12 Cambridge Center, Cambridge, MA 02142, and does hereby appoint James L.
Vincent, James C. Mullen, and Thomas J. Bucknum, and each of them (with full
power to act alone), 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
the Company which the undersigned would be entitled to vote if personally
present at the 2000 Annual Meeting of Stockholders, and at any adjournment or
adjournments 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 EACH OF
THE NAMED NOMINEES AS A DIRECTOR AND FOR PROPOSAL 2 BELOW. AS TO ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF,
SAID PROXY HOLDERS WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT. THIS PROXY
MAY BE REVOKED IN WRITING AT ANY TIME PRIOR TO THE VOTING THEREOF.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please date and sign exactly as name appears on this card. Joint owners should
each sign. Please give full title when signing as executor, administrator,
trustee, attorney, guardian for a minor, etc. Signatures for corporations and
partnerships should be in the corporate or firm name by a duly authorized
person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ __________________________________
_____________________________________ __________________________________
_____________________________________ __________________________________
<PAGE> 26
X PLEASE MARK VOTES AS IN THIS EXAMPLE
- -----
The Company's Board of Directors recommends a vote FOR Proposals 1 and 2.
1. Election of Directors (or if any nominee is not available for election, such
substitute as the Company's Board of Directors may designate)
/ / FOR nominees listed below / / WITHHOLD AUTHORITY / / FOR ALL EXCEPT
NOMINEES: Harold W. Buirkle, Alan K. Simpson and James L. Vincent for a
three-year term ending at the Annual Meeting of Stockholders in 2003 and until
their successors are duly elected and qualified or their earlier resignation or
removal.
Note: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection by the Company's Board of Directors of
PricewaterhouseCoopers LLP as the Company's independent accountants for the
fiscal year ending December 31, 2000.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the proxies are also authorized to vote upon such other
matters as may properly come before the meeting.
MARK MARK HERE
HERE FOR IF YOU PLAN
ADDRESS TO ATTEND
CHANGE / / THE MEETING / /
Record date shares:
Please be sure to sign and date this Proxy.
Date: ______________________________, 2000
__________________________________________
Signature
__________________________________________
Signature
