-----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, cj86xeIOTnAt4j+8oaGFrQnNKRz1fBfQx4UCfQDrNM4As6JWWFyx1qmeX1Rehs5m GCanhpQQbTeHPk5mEQKVCw== 0000950135-94-000314.txt : 19940505 0000950135-94-000314.hdr.sgml : 19940505 ACCESSION NUMBER: 0000950135-94-000314 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940603 FILED AS OF DATE: 19940504 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12042 FILM NUMBER: 94526035 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 DEF 14A 1 NOTICE OF ANNUAL MEETING & PROXY STATEMENT 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. 2 [BIOGEN LOGO] Notice of 1994 Annual Meeting and Proxy Statement [PHOTOGRAPH] 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. 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 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 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:
NAME, AGE AND YEAR PRINCIPAL OCCUPATION DURING PAST FIRST BECAME A DIRECTOR FIVE YEARS; OTHER DIRECTORSHIPS - ----------------------- -------------------------------------------------------------------- - ---------------- 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
2 7
NAME, AGE AND YEAR PRINCIPAL OCCUPATION DURING PAST FIRST BECAME A DIRECTOR FIVE YEARS; OTHER DIRECTORSHIPS - ----------------------- -------------------------------------------------------------------- - ---------------- 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
3 8
NAME, AGE AND YEAR PRINCIPAL OCCUPATION DURING PAST FIRST BECAME A DIRECTOR FIVE YEARS; OTHER DIRECTORSHIPS - ----------------------- -------------------------------------------------------------------- - ---------------- 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 - --------------- * Drs. Bearn, Murray and Sharp were nominated for election to the Board of Directors by the Company pursuant to designation by the Scientific Board.
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 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 10 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.
SHARES BENEFICIALLY OWNED ------------------------ NAME AND ADDRESS** NUMBER PERCENT(1) - ---------------------------------------------------------------------- --------- ---------- 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 - --------------- * 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.
(Footnotes continued on following page) 6 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 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 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. SUMMARY COMPENSATION TABLE
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) - ----------------------- ----- -------- --------- ------------------ ------------ ------------------ 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 - --------------- (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 $1,695 for Mr. Daniels. (4) Includes compensation only for the period of the year during which the individual was employed by the Company.
9 14 OPTION GRANTS IN LAST FISCAL YEAR The following table sets forth information regarding options granted to the CEO of the Company and the four other most highly compensated executive officers during the fiscal year ended December 31, 1993.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE - ------------------------------------------------------------------------------------------- VALUE AT ASSUMED ANNUAL NUMBER OF RATES OF STOCK PRICE SHARES % OF TOTAL APPRECIATION FOR OPTION UNDERLYING OPTIONS GRANTED TERM(1) OPTIONS TO EMPLOYEES EXERCISE EXPIRATION ------------------------- NAME GRANTED(2) IN FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($) - ---------------------------------- ---------- --------------- ----------- ---------- ---------- ----------- 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 - --------------- (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 $40.125, the average of the high and low sales prices of the Company's Common Stock on December 31, 1993. (2) The options granted to the named executive officers vest annually in six equal installments commencing one year from the date of grant, with the exception of Dr. Davie's options which vest over seven years.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES The following table sets forth information regarding options exercised by the CEO and the four other most highly compensated executive officers of the Company during the fiscal year ended December 31, 1993.
NUMBER OF SHARES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS OPTIONS AT YEAR END AT YEAR END(1) SHARES ACQUIRED VALUE ---------------------------- ----------------------------- NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---------------------- --------------- ----------- ----------- ------------- ----------- ------------- 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 - --------------- (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.
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 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. 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.
CURRENT SALARY PLUS BONUS 15 20 25 30 35 - ----------------------------------- --------- --------- --------- --------- ----------- $ 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
11 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 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 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 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 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 21 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.
NASDAQ Measurement Period Pharmaceutical (Fiscal Year Covered) BIOGEN S&P 500 Index 1988 100 100 100 1989 235 132 126 1990 407 128 151 1991 561 166 401 1992 660 179 334 1993 560 197 301
17 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 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 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. 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? _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ - -------------------------------------------------------------------------------- / 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----
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