-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hWH+Mj8ehzEiLTI4woxVQdx3eqlptmkJiwzALdORikoBanrWWGXbZgXrISH5MHkY SVzJZKGEayVuRnjwzsgQUA== 0000714655-94-000012.txt : 19940422 0000714655-94-000012.hdr.sgml : 19940422 ACCESSION NUMBER: 0000714655-94-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOGEN INC CENTRAL INDEX KEY: 0000714655 STANDARD INDUSTRIAL CLASSIFICATION: 2836 IRS NUMBER: 043002117 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12042 FILM NUMBER: 94523488 BUSINESS ADDRESS: STREET 1: 14 CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6172529200 MAIL ADDRESS: ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BIOGEN NV DATE OF NAME CHANGE: 19880622 10-Q 1 10-Q FILING SECURITIES AND EXCHANGE COMMISSION Total Pages- 19 WASHINGTON, D.C. 20549 Exhibit Index- 11 FORM 10-Q (Mark one) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1994 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-12042 BIOGEN, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-3002117 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 14 Cambridge Center, Cambridge, MA 02142 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 252-9200 Former name, former address and former fiscal year, if changed since last report: Not Applicable Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares outstanding of each of the issuer's classes of common stock, as of April 15, 1994: Common Stock, par value $0.01 32,418,602 (Title of each class) (Number of Shares) B I O G E N , I N C . Page 2 INDEX Page No. PART I - FINANCIAL INFORMATION Condensed Consolidated Balance Sheets - March 31, 1994 and December 31, 1993. . . . . . . . . . . . . . .3 Condensed Consolidated Statements of Income - Three months ended March 31, 1994 and 1993. . . . . . . . . . . .4 Condensed Consolidated Statements of Cash Flows - Three months ended March 31 1994 and 1993 . . . . . . . . . . . .5 Notes to Condensed Consolidated Financial Statements. . . . . . . .6 Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . .7 Report of Independent Accountants . . . . . . . . . . . . . . . . .9 PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . 10 * * * * * * * * * * * * * * * * * * Note concerning trademarks: Certain names mentioned in this report are trademarks owned by Biogen, Inc. or its affiliates or licensees. Hirulog(TM) is a trademark of Biogen, Inc. BIOGEN, INC. AND SUBSIDIARIES Page 3 CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) March 31,1994 Dec. 31,1993 (unaudited) ASSETS Current assets Cash and cash equivalents. . . . . . . . . $ 52,704 $ 74,546 Marketable securities. . . . . . . . . . . 243,433 195,805 Accounts receivable. . . . . . . . . . . . 8,178 31,695 Other. . . . . . . . . . . . . . . . . . . 7,482 7,378 -------- -------- Total current assets . . . . . . . . . . . 311,797 309,424 -------- -------- Property and equipment Total cost . . . . . . . . . . . . . . . . 70,669 64,111 Less accumulated depreciation. . . . . . . 26,863 25,611 -------- -------- Property and equipment, net. . . . . . . . 43,806 38,500 -------- -------- Other assets Patents, net . . . . . . . . . . . . . . . 7,184 7,164 Other. . . . . . . . . . . . . . . . . . . 2,206 1,862 -------- -------- Total other assets . . . . . . . . . . . . 9,390 9,026 -------- -------- $364,993 $356,950 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable . . . . . . . . . . . . . $ 4,052 $ 2,916 Other current liabilities. . . . . . . . . 25,478 28,860 -------- -------- Total current liabilities. . . . . . . . . 29,530 31,776 -------- -------- Shareholders' equity Common stock . . . . . . . . . . . . . . . 324 323 Additional paid-in capital . . . . . . . . 352,314 353,247 Deficit. . . . . . . . . . . . . . . . . . (17,234) (28,462) Accumulated translation adjustment . . . . 59 66 -------- -------- Total shareholders' equity . . . . . . . . 335,463 325,174 -------- -------- $364,993 $356,950 ======== ======== See Notes to Condensed Consolidated Financial Statements. BIOGEN, INC. AND SUBSIDIARIES Page 4 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) (in thousands, except per share amounts) Three months ended March 31,1994 March 31,1993 REVENUES Royalties and product sales. . . . . . $ 41,167 $ 32,540 Interest . . . . . . . . . . . . . . . 3,613 2,881 -------- -------- Total revenues . . . . . . . . . . . . 44,780 35,421 -------- -------- EXPENSES Cost of sales. . . . . . . . . . . . . 2,471 2,819 Research and development . . . . . . . 23,334 14,965 General and administrative . . . . . . 5,963 3,953 Other. . . . . . . . . . . . . . . . . 103 1,344 -------- -------- Total expenses . . . . . . . . . . . . 31,871 23,081 -------- -------- INCOME BEFORE INCOME TAXES. . . . . . . 12,909 12,340 Income taxes. . . . . . . . . . . . . . 1,680 1,080 -------- -------- NET INCOME. . . . . . . . . . . . . . . $ 11,229 $ 11,260 ======== ======== NET INCOME PER SHARE. . . . . . . . . . $ 0.31 $ 0.32 ======== ======== Average shares outstanding. . . . . . . 35,741 34,766 ======== ======== See Notes to Condensed Consolidated Financial Statements. BIOGEN, INC. AND SUBSIDIARIES Page 5 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Three months ended March 31, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES Net income . . . . . . . . . . . . . . . . . . $ 11,229 $11,260 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization . . . . . . . . 1,764 1,840 Write-off of investment in joint venture. . . -- 1,803 Other . . . . . . . . . . . . . . . . . . . . (152) (462) Changes in: Accounts receivable . . . . . . . . . . . . 23,517 6,013 Other current assets. . . . . . . . . . . . (104) (400) Other assets. . . . . . . . . . . . . . . . (344) 375 Accounts payable and other current liabilities. . . . . . . . . (2,246) (3,693) -------- -------- Net cash provided from operating activities. . 33,664 16,736 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of marketable securities, net. . . . (50,609) (53,993) Acquisitions of property and equipment . . . . (6,558) (1,489) Additions to patents . . . . . . . . . . . . . (533) (863) -------- -------- Net cash used by investing activities. . . . . (57,700) (56,345) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock . . . . . . . . . . . 2,194 1,142 -------- -------- Net cash provided from financing activities. . 2,194 1,142 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS . . . (21,842) (38,467) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD. . . . . . . . . . . . . . 74,546 85,863 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD. . . . . . . . . . . . . . . . . $ 52,704 $47,396 ======== ======== See Notes to Condensed Consolidated Financial Statements. BIOGEN, INC. AND SUBSIDIARIES Page 6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows of the Company. The Company's accounting policies are described in the Notes to Consolidated Financial Statements in the Company's 1993 Annual Report. Interim results are not necessarily indicative of the operating results for the full year. 2. During the first quarter of 1994, the Company entered into an agreement with a bank to sell certain foreign based accounts receivable up to $14 million, which approximated the proceeds for the current quarter. The selling price is partially determined by foreign exchange rates at the end of each quarter. 3. As of January 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities. Under this standard, the Company is required to classify its marketable securities (all of which are debt securities) into one or more of the following categories: held-to- maturity, trading or available-for-sale. At March 31, 1994, all of the Company's marketable securities are classified as available-for sale. Under this statement, these securities are recorded at fair market value and unrealized gains and losses are recorded as part of shareholders' equity. Following is a summary of marketable securities as of March 31, 1994: Unrealized Amortized (dollars in thousands) Value Gains Losses Cost U.S. Government securities $196,614 $444 $2,366 $198,536 (average maturity of 24 months) Corporate debt securities 87,862 212 1,415 89,065 (average maturity of 24 months) Proceeds from maturities and other sales of securities, which were reinvested, during the quarter ended March 31, 1994 were $247.7 million. Gross realized gains and losses on these sales were immaterial. BIOGEN, INC. AND SUBSIDIARIES Page 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations For the first quarter ended March 31, 1994, the Company reported net income of $11.2 million or $0.31 per share as compared to net income of $11.3 million or $0.32 per share in the first quarter of 1993. Total revenues for the first quarter of 1994 were $44.8 million, as compared to $35.4 million in the first quarter of 1993. Revenues for the current quarter were higher than the comparable 1993 quarter due mostly to higher royalty income. During the first quarter, the Company signed a licensing agreement with Eli Lilly & Co. ("Lilly") covering certain patent rights for gene expression methods. Under this agreement, Lilly paid the Company approximately $10M in royalties that related to sales occurring before 1994. Royalties from alpha interferon sales by Schering-Plough Corporation declined in the current quarter as compared to 1993, due primarily to lower sales in Japan. Sales in Japan declined in anticipation of a 17 percent decrease in the price of alpha interferon, which became effective on April 1. The Company, in general, expects continued increases in sales of licensed products but at lower growth rates than had been experienced during 1992 and 1993. However, there are numerous health care reform initiatives currently underway in the United States and other major pharmaceutical markets and it is not yet clear what effect, if any, these initiatives or other developments may have on product sales by the Company's licensees. In addition, these sales levels may fluctuate from quarter to quarter due to the timing and extent of major events such as new indication approvals or licensing arrangements. Interest income for the current quarter increased from the comparable 1993 amount due primarily to the increase in invested funds generated from higher revenue and profit levels. Total expenses for the current quarter were $31.9 million as compared to $23.1 million in the 1993 quarter. Research and development expense increased $8.4 million, due to the expanded clinical development of the Company's lead drug candidates, Hirulog(TM) thrombin inhibitor and recombinant beta interferon. Both drug candidates are in Phase II and Phase III clinical trials for a variety of indications. The Company expects its research and development costs to continue to increase as it expands the clinical programs for Hirulog(TM), recombinant beta interferon and other therapeutics. General and administrative expenses increased by $2.0 million due mostly to higher costs related to market development efforts, legal and personnel related costs. Other expenses decreased primarily due to a charge in the prior year's quarter for the write-off of the Company's remaining interest in a European joint venture. Income tax expense for the current quarter was $1.7 million which is substantially less than the amount computed at U.S. federal statutory rates because of the utilization of net operating loss carryforwards. Financial Condition Page 8 At March 31, 1994, cash, cash equivalents and marketable securities amounted to $296.1 million, a $25.7 million increase from the $270.4 million on hand at the end of 1993. Working capital increased $4.6 million to $282.3 million. Net cash provided from operating activities for the three months ended March 31, 1994 was $33.7 million while the Company's common stock option and purchase plans provided $2.2 million. Outflows of cash included investments in property and equipment and patents of $7.1 million. The decrease in accounts receivable is primarily attributed to an agreement the Company entered into with a bank in the first quarter of 1994 to sell certain accounts receivable. The Company is the general partner of Biogen Medical Products Limited Partnership ("BMPLP"). BMPLP was formed for the continued development of commercial products based on gamma interferon and interleukin-2 (the "partnership products"). The Company agreed to extend the term of the development contract with BMPLP until December 31, 1994. The Company has not incurred any significant costs with respect to BMPLP in 1994 but has the option to provide up to $9.2 million to BMPLP to continue development of the partnership products. During the fourth quarter of 1993, the Company commenced construction of a 150,000 square foot building in Cambridge, Massachusetts to house research laboratories and offices. The anticipated cost of construction, including land, is approximately $40 million. Upon completion of the building in 1995, the Company has the option, subject to certain conditions, to obtain a secured term loan with a bank for up to $25 million for a period of up to 10 years. The Company believes that the financial resources available to it, including its current working capital and its existing and anticipated contractual relationships, may be sufficient to finance its planned operations and capital expenditures for the near term. However, the Company expects that it may have additional funding needs, the extent of which will depend upon the level of royalties and product sales, the outcome of clinical trial programs, the receipt and timing of required regulatory approvals for products, the results of research and development efforts and business expansion opportunities. Accordingly, from time to time, the Company may obtain funding through various means which could include collaborative agreements, lease financings, sales of equity or debt securities and other financing arrangements. Page 9 With respect to the unaudited condensed consolidated financial information of Biogen, Inc. and its subsidiaries at March 31, 1994 and for the three month periods ended March 31, 1994 and 1993, Price Waterhouse reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated April 15, 1994 appearing herein, states that they did not audit and they do not express an opinion on that unaudited condensed consolidated financial information. Price Waterhouse has not carried out any significant or additional audit tests beyond those which would have been necessary if their report had not been included. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Price Waterhouse is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited condensed consolidated financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by Price Waterhouse within the meaning of sections 7 and 11 of the Act. REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Biogen, Inc. We have reviewed the accompanying condensed consolidated balance sheet of Biogen, Inc. and its subsidiaries as of March 31, 1994, and the related condensed consolidated statements of income and of cash flows for the three month periods ended March 31, 1994 and 1993. This financial information is the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial information for it to be in conformity with generally accepted accounting principles. We previously audited in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1993, and the related consolidated statements of income, of cash flows and of shareholders' equity for the year then ended (not presented herein), and in our report dated January 20, 1994 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1993, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/ Price Waterhouse - --------------------- Boston, Massachusetts April 15, 1994 PART II - OTHER INFORMATION Page 10 Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits No. 10 Supplemental Amendment and Agreement dated as of March 1, 1994 between Schering Corporation and the Company.* No. 11 Computation of Earnings per Share. No. 15 Letter from Price Waterhouse. * Confidential treatment requested. (b) There were no reports on Form 8-K filed for the quarter ended March 31, 1994. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BIOGEN, INC. Dated: April 20, 1994 /s/Timothy M. Kish ---------------------------------- Timothy M. Kish Vice President-Finance and Chief Financial Officer EXHIBITS Page 11 Index to Exhibits. No. 10 Supplemental Amendment and Agreement dated as of March 1,1994 between Schering Corporation and the Company.* No. 11 Computation of Earnings per Share. No. 15 Letter from Price Waterhouse. * Confidential treatment requested. EX-10 2 EXHIBIT 10 EXHIBIT 10 Page 12 EXHIBIT 10 Page 13 * CONFIDENTIAL TREATMENT OMMITTED MATERIAL FILED SEPARATELY WITH THE SEC SUPPLEMENTAL AMENDMENT AND AGREEMENT AGREEMENT dated March 1, 1994 between Schering Corporation, a corporation organized under the laws of the State of New Jersey ("Schering"); and Biogen, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts ("Biogen"). WHEREAS, Schering has obtained royalty bearing licenses from Genentech, Inc. ("Genentech") with respect to U.S. patent Nos. 4,704,362 and 5,221,619 and related U.S. and international patents and applications; WHEREAS, Biogen and Schering executed an Exclusive License and Development Agreement ("License Agreement") dated December 8, 1979 and an Amendment and Settlement Agreement ("First Amendment Agreement") dated September 29, 1988; WHEREAS, under the First Amendment Agreement Schering is entitled to offset certain royalties paid to Genentech from the royalties to be paid to Biogen with respect to Schering's sale of Licensed Product (interferon-alpha); WHEREAS, a dispute has arisen between Schering and Biogen as to the amount of Schering's royalties paid to Genentech that are offsettable against Biogen's royalties due from Schering under the First Amendment Agreement; and WHEREAS, Schering and Biogen agree that it is in their mutual best interests to settle their dispute in accordance with the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, Schering and Biogen, intending to be legally bound, do hereby agree as follows: l. Definitions 1.1 All terms which are defined in the License Agreement and First Amendment Agreement are used herein as so defined. 1.2 "Dispute" shall mean all issues arising from or relating to Schering's assertion that it is entitled to offset from royalties payable to Biogen those royalties paid and/or payable to Genentech totaling * as provided for in the License and Settlement Agreement between Genentech and Schering dated June 29, 1993. 2. Amendments to the First Amendment Agreement 2.1 Effective upon execution of this Supplemental Amendment and Agreement, Schering and Biogen release each other from the terms of Paragraphs 1.6 and 3.5 of the First Amendment Agreement and substitute therefor the provisions of Paragraph 2.2 below of this Agreement. For all other purposes, the remaining provisions of the License Agreement and the First Amendment Agreement shall remain in full force and effect, except that Paragraph 3.6 shall be amended to read as follows: "3.6 Notwithstanding any other provisions of the License Agreement, Schering shall not have the right to deduct from earned royalty due under the License Agreement with respect to given Licensed Products sold during any accounting period any royalty payable to any third party other than (i) the royalty payable under Page 14 the Cohen-Boyer License as set forth in Section 3.3 of the First Amendment Agreement, (ii) the royalty payable under the NRDC License as set forth in Section 3.4 of the First Amendment Agreement (as modified by the Agreement dated January 7, 1994 among Schering, Biogen and British Technology Group Limited), and (iii) the royalty payable under the Genentech License to the extent, but only to the extent, set forth in the First Amendment Agreement as amended by this Supplemental Amendment and Agreement. 2.2 Biogen agrees that Schering shall be entitled to deduct * of the royalties paid to Genentech from the royalties paid or to be paid to Biogen as provided for in the schedule set forth below, but in no event more than * of the Sales Value of Licensed Product sold by Schering in the indicated time period. These amounts include royalties already paid to Genentech and deducted from royalties already paid to Biogen as indicated. Deductible From Maximum Biogen Royalties Deductible Due From Schering For Amount The Indicated Time Period * Already Deducted From the 2nd Quarter 1993 Royalties * Already Deducted From the 3rd Quarter 1993 Royalties * 4th Quarter 1993 * 1st Quarter 1994 * 2nd Quarter 1994 * 3rd Quarter 1994 * 4th Quarter 1994 * 1st Quarter 1995 * 2nd Quarter 1995 * 3rd Quarter 1995 * 4th Quarter 1995 * 1st Quarter 1996 * 2nd Quarter 1996 * 3rd Quarter 1996 * 4th Quarter 1996 _______________ The lesser of (i) * of Each subsequent Quarter until the Sales Value of Schering's * is deducted. sales of Licensed Product or (ii) * minus the total amount previously deducted. ___________ TOTAL * It is understood and agreed by the parties that the above schedule allows Schering to make deductions from the royalties due to Biogen until a total of * has been deducted, notwithstanding that all royalty payments to Genentech may have been completed by the first quarter of l997. It is agreed by the parties that no royalties paid by Schering to Genentech, other than as specifically set forth above, shall be deductible from royalties due to Biogen under the License Agreement Page 15 and First Amendment Agreement, unless otherwise agreed to by the parties in writing. 3. Waiver and Release 3.1 The parties hereby irrevocably waive and release each other from each and every claim which was the subject of the Dispute, including, but not limited to all claims one party may now or hereafter have against the other party arising out of or relating to such Dispute. 4. Other Terms and Conditions 4.1 This Supplemental Amendment and Agreement shall constitute an amendment of the License Agreement within the meaning of Section 18 thereof. 4.2 Except as expressly set forth herein, all of the other terms and conditions of the License Agreement and the First Amendment Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the Parties have caused this instrument to be executed by their officers, duly authorized, on the day and year first written above. BIOGEN, INC. SCHERING CORPORATION /s/ /s/ By ___________________ By ____________________ Vice President Vice President 389774.1 EX-11 3 EXHIBIT 11 EXHIBIT 11 Page 16 EXHIBIT 11 Page 17 BIOGEN, INC. and SUBSIDIARIES Computation of Earnings Per Share (unaudited) (in thousands, except per share amounts) Three months ended March 31,1994 March 31,1993 Primary earnings per share Weighted average number of shares outstanding . . . . . . . . 32,402 31,795 Shares deemed outstanding from the assumed exercise of stock options and warrants . . . . . . . 3,339 2,971 -------- -------- Total . . . . . . . . . . . . . . . 35,741 34,766 ======== ======== Net income. . . . . . . . . . . . . $ 11,229 $ 11,260 ======== ======== Primary earnings per share of common stock. . . . . . . $ 0.31 $ 0.32 ======== ======== Fully diluted earnings per share (a) Weighted average number of shares outstanding . . . . . . . . 32,402 31,795 Shares deemed outstanding from the assumed exercise of stock options and warrants . . . . . . . 3,339 2,971 -------- -------- Total . . . . . . . . . . . . . . . 35,741 34,766 ======== ======== Net income . . . . . . . . . . . . $ 11,229 $ 11,260 ======== ======== Fully diluted earnings per share of common stock. . . . . $ 0.31 $ 0.32 ======== ======== (a) This calculation is submitted in accordance with Regulation S-K item 601 (b) (11) although not required by Footnote 2 to Paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. EX-15 4 EXHIBIT 15 EXHIBIT 15 Page 18 EXHIBIT 15 Page 19 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs: We are aware that our report dated April 15, 1994 (issued pursuant to the provisions of Statement on Auditing Standards No. 71) on the unaudited condensed consolidated balance sheet of Biogen, Inc. and subsidiaries at March 31, 1994, and the related condensed consolidated statements of income and of cash flows for the three month period then ended, is incorporated by reference in the Prospectuses constituting part of its Registration Statements on Form S-8, as amended (Nos. 2-87550, 2-96157, 33-9827, 33- 14742, 33-37312, 33-22378 and 33-41077 and as filed on September 21, 1993) and on Form S-3, as amended (Nos. 33-14741, 33-14743, 33-20183 and 33- 51639). We are also aware of our responsibilities under the Securities Act of 1933. Yours very truly, /s/ Price Waterhouse - -------------------- Boston, Massachusetts April 19, 1994 -----END PRIVACY-ENHANCED MESSAGE-----