10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended June 30, 2002

Commission File Number 0-12042

BIOGEN, INC.

(Exact name of registrant as specified in its charter)

Massachusetts
(State or other jurisdiction of
incorporation or organization) 04-3002117
(I.R.S. Employer
Identification No.)

14 Cambridge Center, Cambridge, MA 02142
(617) 679-2000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

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 No

The number of shares of the registrant’s Common Stock, $0.01 par value, outstanding as of July 22, 2002 was 148,527,345 shares.

1

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	CONDENSED CONSOLIDATED BALANCE SHEETS
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II – OTHER INFORMATION
SIGNATURES
EX-3.1 By-Laws (as amended and restated)
EX-10.1 1985 Non-Qualified Stock Option Plan
EX-10.2 Agreement & Amendment to Rights Agreement
EX-99.1 Certification Pursuant to Section 906

BIOGEN, INC.

INDEX

	Page Number
PART I – FINANCIAL INFORMATION
Condensed Consolidated Statements of Income – Three and six months ended June 30, 2002 and 2001		3
Condensed Consolidated Balance Sheets – June 30, 2002 and December 31, 2001		4
Condensed Consolidated Statements of Cash Flows – Six months ended June 30, 2002 and 2001		5
Notes to Condensed Consolidated Financial Statements		6
Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
PART II – OTHER INFORMATION		18

Note concerning trademarks: AVONEX® and AMEVIVE® are registered trademarks of Biogen, Inc.

2

PART I – FINANCIAL INFORMATION

BIOGEN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands, except per share amounts)

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2002		2001		2002		2001
REVENUES:
	Product	$	250,542	$	243,140	$	516,527	$	463,137
	Royalties		18,721		17,445		41,079		34,495
Total revenues			269,263		260,585		557,606		497,632
COSTS AND EXPENSES:
	Cost of revenues		36,209		35,202		75,527		64,348
	Research and development		89,348		79,118		171,815		151,888
	Selling, general and administrative		91,567		55,189		164,957		103,749
Total costs and expenses			217,124		169,509		412,299		319,985
Income from operations			52,139		91,076		145,307		177,647
Other income, net			8,104		11,533		15,132		27,996
INCOME BEFORE INCOME TAXES			60,243		102,609		160,439		205,643
Income taxes			16,868		30,757		44,923		61,668
NET INCOME		$	43,375	$	71,852	$	115,516	$	143,975
BASIC EARNINGS PER SHARE		$	0.29	$	0.48	$	0.78	$	0.97
DILUTED EARNINGS PER SHARE		$	0.29	$	0.47	$	0.76	$	0.94
SHARES USED IN COMPUTING:
Basic earnings per share			149,231		148,602		148,945		148,395
Diluted earnings per share			152,033		153,337		152,118		153,414

         See Notes to Condensed Consolidated Financial Statements.

3

BIOGEN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

		June 30,			December 31,
		2002			2001
		(unaudited)
ASSETS
Current assets
	Cash and cash equivalents	$	30,235		$	54,042
	Marketable securities		763,230			744,065
	Accounts receivable, net		181,904			177,582
	Deferred tax assets		50,426			44,108
	Other current assets		105,331			77,930
	Total current assets		1,131,126			1,097,727
Property, plant and equipment
	Cost		844,522			727,825
	Less accumulated depreciation		191,689			171,827
	Property, plant and equipment, net		652,833			555,998
Patents, net			17,179			16,562
Other assets			44,986			50,759
		$	1,846,124		$	1,721,046
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Accounts payable	$	59,682		$	50,944
	Current portion of long-term debt		4,888			4,888
	Accrued expenses and other		226,645			239,110
	Total current liabilities		291,215			294,942
Long-term debt, less current portion			39,854			42,297
Other long-term liabilities			32,179			34,975
Commitments and contingencies			—			—
Shareholders’ equity
	Common stock		1,517			1,517
	Additional paid-in capital		823,393			808,076
	Treasury stock, at cost		(125,293	)		(176,123	)
	Retained earnings		780,601			705,893
	Accumulated other comprehensive income		2,658			9,469
	Total shareholders’ equity		1,482,876			1,348,832
		$	1,846,124		$	1,721,046

         See Notes to Condensed Consolidated Financial Statements.

4

BIOGEN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

				Six Months Ended
				June 30,
				2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income			$	115,516		$	143,975
	Adjustments to reconcile net income to net cash provided from operating activities:
		Depreciation and amortization			20,530			18,200
		Deferred income taxes			(105	)		86
		Tax benefit of stock options			14,294			22,622
		Other			3,851			649
		Realized loss (gain) on sale of non-current marketable securities			301			(3,321	)
		Write-down of non-current marketable securities			2,182			—
		Changes in:
			Accounts receivable		(833	)		(24,785	)
			Other current and other assets		(43,627	)		4,711
			Accounts payable, accrued expenses and other current and long-term liabilities		(11,211	)		10,792
		Net cash flows from operating activities			100,898			172,929
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchases of current marketable securities				(220,539	)		(624,483	)
	Proceeds from sales and maturities of current marketable securities				201,957			575,863
	Proceeds from sales of non-current marketable securities				493			3,652
	Acquisitions of property and equipment				(113,436	)		(91,204	)
	Additions to patents				(1,574	)		(2,424	)
		Net cash flows from investing activities			(133,099	)		(138,596	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Repayments on long-term debt				(2,443	)		(2,444	)
	Purchases of treasury stock				(8,384	)		(21,443	)
	Issuance of treasury stock related to stock option exercises				18,406			17,192
	Other				84			12
		Net cash flows from financing activities			7,663			(6,683	)
	Effect of exchange rate changes on cash				731			(415	)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS					(23,807	)		27,235
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD					54,042			48,737
CASH AND CASH EQUIVALENTS, END OF PERIOD				$	30,235		$	75,972

         See Notes to Condensed Consolidated Financial Statements.

5

BIOGEN, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.     BASIS OF PRESENTATION

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 Biogen, Inc. and its subsidiaries (the “Company”). The Company’s accounting policies are described in the Notes to the Consolidated Financial Statements in the Company’s 2001 Annual Report on Form 10-K. Interim results are not necessarily indicative of the operating results for the full year.

Effective January 1, 2002, the Company adopted the provisions of Emerging Issues Task Force Issue No. 01-09 (EITF 01-09) “Accounting for Consideration Given by a Vendor to a Customer or Reseller of the Vendor’s Products”. EITF 01-09 requires the cost of certain vendor consideration to be classified as a reduction of revenue rather than a sales and marketing expense. The impact of EITF 01-09 is not significant.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

INVENTORIES

Inventories are stated at the lower of cost or market with cost determined under the first-in/first-out (“FIFO”) method and are included in other current assets. Included in inventory are raw materials used in the production of pre-clinical and clinical products which are expensed as research and development costs when consumed. The components of inventories are as follows:

	June 30,		December 31,
(in thousands)	2002		2001
Raw materials	$	20,212	$	14,754
Work in process		34,204		17,004
Finished goods		25,713		20,161
	$	80,129	$	51,919

Biogen capitalizes inventory costs associated with certain products prior to regulatory approval, based on management’s judgment of probable future commercialization. Biogen would be required to expense previously capitalized costs related to pre-approval inventory upon a change in such judgment, due to, among other potential factors, a denial or delay of approval by necessary regulatory bodies. At June 30, 2002 and December 31, 2001, capitalized inventory related to AMEVIVE® (alefacept), which has not yet received regulatory approval, was $20.7 million and $8.4 million, respectively.

Biogen writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value. If the actual realized value is less than that estimated by Biogen, additional inventory write-downs may be required. The Company has not had any material write-downs of inventory for the three and six months ended June 30, 2002.

2.     FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”, (“SFAS 133”) requires that all derivatives be recognized on the balance sheet at their

6

fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. The Company assesses, both at its inception and on an on-going basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting the changes in cash flows of hedged items. The Company assesses hedge ineffectiveness on a quarterly basis and records the gain or loss related to the ineffective portion to current earnings to the extent significant. If the Company determines that a hedged forecasted transaction is no longer probable of occurring, the Company discontinues hedge accounting for the affected portion of the hedge instrument, and any unrealized gain or loss on the contract is recognized in current earnings within other income (expense).

As of June 30, 2002, the Company had $13.3 million outstanding under a floating rate loan collateralized by one of the Company’s laboratory and office buildings in Cambridge, Massachusetts and $31.4 million outstanding under a floating rate loan agreement for financing the construction of its biological manufacturing facility in North Carolina. The Company uses interest rate swap agreements to mitigate the risk associated with its floating rate debt. The fair value of the interest rate swap agreements, representing the cash requirements of the Company to settle the agreements, was approximately $3.7 million and $3.3 million at June 30, 2002 and December 31, 2001, respectively, and was included in accrued expenses and other. The Company has designated the interest rate swaps as cash flow hedges. There were no amounts of hedge ineffectiveness related to the Company’s interest rate swaps during the three and six months ended June 30, 2002 or in the comparable period of 2001, and no gains or losses were excluded from the assessment of hedge effectiveness. The Company records the differential to be paid or received on the interest rate swaps as incremental interest expense.

The Company has foreign currency forward contracts to hedge specific forecasted transactions denominated in foreign currencies. All foreign currency forward contracts have durations of ninety days to nine months. These contracts have been designated as cash flow hedges and accordingly, to the extent effective, any unrealized gains or losses on these foreign currency forward contracts are reported in other comprehensive income. Realized gains and losses for the effective portion are recognized with the underlying hedge transaction. The notional settlement amount of the foreign currency forward contracts outstanding at June 30, 2002 was approximately $97.3 million. These contracts had a fair value of approximately $8.9 million, representing an unrealized loss, and were included in other current liabilities at June 30, 2002.

For the three and six months ended June 30, 2002, approximately $734,000 and $620,000, respectively, were recognized as expenses due to hedge ineffectiveness. For the three and six months ended June 30, 2001, there were no significant amounts recognized in earnings due to hedge ineffectiveness. For the three and six months ended June 30, 2002 and 2001, there were no significant amounts recognized as a result of the discontinuance of cash flow hedge accounting because it was no longer probable that the hedge forecasted transaction would occur. The Company recognized approximately $1.2 million and $468,000 of losses in product revenue for the settlement of certain effective cash flow hedge instruments for the three and six months ended June 30, 2002, respectively. The Company recognized approximately $403,000 and $294,000 of losses in royalty revenue for the settlement of certain effective cash flow hedge instruments for the three and six months ended June 30, 2002, respectively. The Company recognized $3.7 million and $6.7 million of gains in product revenue for the settlement of certain effective cash flow hedge instruments for the three and six months ended June 30, 2001, respectively. The Company recognized $974,000 and $1.8 million of gains in royalty revenue for the settlement of certain effective cash flow hedge instruments for the three and six months ended June 30, 2001, respectively. These settlements were recorded in the same period as the related forecasted transactions affecting earnings.

3.     COMPREHENSIVE INCOME

Comprehensive income is comprised of net income and other comprehensive income. Other comprehensive income includes certain changes in equity that are excluded from net income, such as translation adjustments and unrealized holding gains and losses on available-for-sale marketable securities, net of tax and certain derivative instruments, net of tax. Comprehensive income for the three months ended June 30, 2002 and 2001 was $42.9 million and $79.1 million, respectively. Comprehensive income for the six months ended June 30, 2002 and 2001 was $108.7 million and $135.3 million, respectively.

7

4.     EARNINGS PER SHARE

The Company calculates earnings per share in accordance with Statement of Financial Accounting Standards No. 128, “Earnings per Share”. Basic earnings per share is computed by dividing the net income available to common shareholders by the weighted average number of shares of common stock outstanding. For purposes of calculating diluted earnings per share the denominator includes both the weighted average number of shares of common stock outstanding and the number of dilutive common stock equivalents such as stock options and warrants.

Shares used in calculating basic and diluted earnings per share for the three and six month periods ending June 30, are as follows:

	Three Months Ended				Six Months Ended
(in thousands)	June 30,				June 30,
	2002		2001		2002		2001
Weighted average number of shares of common stock outstanding		149,231		148,602		148,945		148,395
Dilutive stock options		2,802		4,735		3,173		5,019
Shares used in calculating diluted earnings per share		152,033		153,337		152,118		153,414

Options to purchase approximately 8.4 million and 2.1 million shares were outstanding at June 30, 2002 and 2001, respectively, but not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price during the period. The put warrants sold in connection with the Company’s stock repurchase program did not have a material additional dilutive effect.

5.     SHARE REPURCHASE PROGRAM

On December 18, 2000, the Company announced that its Board of Directors had authorized the repurchase of up to 4 million shares of the Company’s common stock. The repurchased stock provides the Company with treasury shares for general corporate purposes, such as stock to be issued under employee stock option and stock purchase plans. The Company purchased 145,000 shares through June 30, 2002 at a cost of $8.4 million. During 2001, the Company repurchased approximately 1.5 million shares of its common stock under this program at a cost of $88.3 million. Approximately 2.4 million shares remain authorized for repurchase under this program at June 30, 2002.

6.     OTHER INCOME, NET

Other income, net consists of the following (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2002			2001			2002			2001
Interest income	$	10,466		$	10,694		$	21,064		$	22,479
Interest expense		(909	)		(1,051	)		(1,922	)		(2,089	)
Other income (expense)		(1,453	)		1,890			(4,010	)		7,606
Total other income, net	$	8,104		$	11,533		$	15,132		$	27,996

Other income (expense) for the three and six months ended June 30, 2002 includes $2.9 million and $2.8 million, respectively, of losses attributable to an equity method investee, offset by $1.9

8

million of gains from foreign exchange translation. Other income (expense) for the six months ended June 30, 2002 also includes a $2.2 million write-down on unrealized losses in certain non-current marketable securities that were determined to be other than temporary. Other income (expense) for the three and six months ended June 30, 2001 includes realized gains on the sale of certain non-current marketable securities totaling approximately $781,000 and $3.3 million, respectively.

7.     INCOME TAX EXPENSE

Income tax expense as a percentage of pre-tax income was 28% for the three and six months ended June 30, 2002 and was 30% for the three and six months ended June 30, 2001. The effective tax rate varied from the U.S. statutory rates for the first six months of 2002 and 2001 primarily due to higher sales in European jurisdictions with lower tax rates and to the utilization of research and development credits. The Company’s effective tax rate outside the U.S. is lower than the U.S. tax rate, and the Company expects that the corporate tax rate will decline as international sales increase.

8.     LITIGATION

On July 3, 1996, Berlex Laboratories, Inc. (“Berlex”) filed suit against Biogen in the United States District Court for the District of New Jersey alleging infringement by Biogen of Berlex’s “McCormick” patent (U.S. Patent No. 5,376,567) in the United States in the production of Biogen’s AVONEX® (Interferon beta-1a) product. In November 1996, Berlex’s New Jersey action was transferred to the United States District Court in Massachusetts and consolidated for pre-trial purposes with a related declaratory judgment action previously filed by Biogen. On August 18, 1998, Berlex filed a second suit against Biogen alleging infringement by Biogen of a patent which was issued to Berlex in August 1998 and which is related to the McCormick patent (U.S. Patent No. 5,795,779). On September 23, 1998, the cases were consolidated for pre-trial and trial purposes. Berlex sought a judgment granting it damages, a trebling of any damages awarded and a permanent injunction restraining Biogen from the alleged infringement. A hearing on the parties’ summary judgment motions in the case was completed in March 2000. In September 2000, the District Court rendered final judgment in favor of Biogen and against Berlex determining that Biogen’s production of AVONEX did not infringe any of the claims of the Berlex patents. Berlex has appealed this decision with the Court of Appeals for the Federal Circuit. Oral arguments were presented by the parties to the Court of Appeals on November 7, 2001 and a decision is expected in the second half of 2002. In January 2002, Biogen and Berlex reached a settlement of the litigation pursuant to which the parties agreed to end the dispute in return for a payment of $20 million from Biogen to Berlex and the possibility of a second and final payment from Biogen to Berlex if the Court of Appeals were to reverse the District Court’s previous ruling granting summary judgment in favor of Biogen. If the Court of Appeals were to rule against Biogen and return the case to the District Court, Biogen believes that the most likely decision would require it to make a second and final payment of $55 million to Berlex. In the event the ruling is significantly adverse to Biogen, the second and final payment to Berlex would be $230 million. As part of the settlement, Biogen and Berlex agreed not to pursue further litigation about these patents. Biogen recorded a $20 million charge in “Other Income, net” in the fourth quarter of 2001 to account for the first payment to Berlex. The Company has determined that, based on information currently available, the most probable outcome is that no additional payments will be required.

In 1995, the Company filed an opposition with the Opposition Division of the European Patent Office to oppose a European patent (the “Rentschler I Patent”) issued to Dr. Rentschler Biotechnologie GmbH (“Rentschler”) relating to compositions of matter of beta interferon. In 1997, the European Patent Office issued a decision to revoke the Rentschler I Patent. Rentschler appealed that decision and an oral hearing on the appeal took place in December 2000. At the oral hearing in order to gain reinstatement of the patent, Rentschler narrowed the patent claims so as to claim only a specific cell line. Biogen does not use the specific cell line now claimed. On October 13, 1998, the Company filed another opposition with the Opposition Division of the European Patent Office to oppose a second European patent issued to Rentschler (the “Rentschler II Patent”) with certain claims regarding compositions of matter of beta interferon with specific regard to the structure of the glycosylated molecule. A hearing on the Company’s opposition previously scheduled for October 2000 has been set for November 6, 2002. While Biogen believes that the Rentschler II Patent will be revoked, if the Rentschler II Patent were to be upheld and if

9

Rentschler were to obtain, through legal proceedings, a determination that the Company’s sale of AVONEX in Europe infringes a valid Rentschler II Patent, such result could have a material adverse effect on the Company’s results of operation and financial position.

9.     SEGMENT INFORMATION

The Company operates in one segment, which is the business of developing, manufacturing and marketing drugs for human health care. The chief operating decision-makers review the profit and loss of the Company on an aggregate basis and manage the operations of the Company as a single operating segment. The Company currently derives product revenues from sales of its AVONEX product for the treatment of relapsing forms of multiple sclerosis. The Company also derives revenue from royalties on worldwide sales by the Company’s licensees of a number of products covered under patents controlled by the Company.

10.     SIGNIFICANT EVENT

In the three months ended June 30, 2002, the Company recorded a $5.8 million charge associated with the retirement of James L. Vincent as Chairman of the Board and as Director of Biogen. The severance and other benefits are consistent with his 1996 employment agreement. In July 2002, the Board elected James C. Mullen as the new Chairman.

11.     NEW ACCOUNTING PRONOUNCEMENT

In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized at its fair market value when the liability is incurred, rather than at the date of an entity's commitment to an exit plan. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS 146 is not expected to have a material effect on the Company's financial statements.

10

BIOGEN, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

Biogen, Inc. (the “Company” or “Biogen”) is a biopharmaceutical company principally engaged in the business of developing, manufacturing and marketing drugs for human health care. The Company currently derives revenues from sales of its AVONEX® (Interferon beta-1a) product for the treatment of relapsing forms of multiple sclerosis (“MS”). The Company also derives revenue from royalties on worldwide sales by the Company’s licensees of a number of products covered under patents controlled by the Company.

RESULTS OF OPERATIONS

Effective January 1, 2002, the Company adopted the provisions of Emerging Issues Task Force Issue No. 01-09 (EITF 01-09) “Accounting for Consideration Given by a Vendor to a Customer or Reseller of the Vendor’s Products”. EITF 01-09 requires the cost of certain vendor consideration to be classified as a reduction of revenue rather than a sales and marketing expense. The impact of EITF 01-09 is not significant.

For the quarter ended June 30, 2002, the Company reported net income of $43.4 million or $0.29 per diluted share as compared to $71.9 million or $0.47 per diluted share for the comparable period of 2001. For the six months ended June 30, 2002, the Company reported net income of $115.5 million or $0.76 per diluted share as compared to $144 million or $0.94 per diluted share for the comparable period of 2001.

Total revenues for the quarter ended June 30, 2002 were $269.3 million, as compared to $260.6 million in the same period of 2001, an increase of $8.7 million or approximately 3%. Total revenues for the six months ended June 30, 2002 were $557.6 million, as compared to $497.6 million in the same period of 2001, an increase of $60 million or approximately 12%.

Product revenues in the current quarter were $250.5 million as compared to $243.1 million for the same period of 2001, an increase of $7.4 million or approximately 3%. Product revenues in the six months ended June 30, 2002 were $516.5 million as compared to $463.1 million for the same period of 2001, an increase of $53.4 million or approximately 12%. Product revenues from AVONEX represent approximately 93% of the Company’s total revenues in the three and six months ended June 30, 2002. Product revenues from AVONEX also represented approximately 93% of the Company’s total revenues in the three and six months ended June 30, 2001. The growth in product revenues in the three and six months ended June 30, 2002 over the comparable period in 2001 was primarily attributable to increases in the sales volume of AVONEX in the United States and in the fifteen member countries of the European Union (“EU”). Product revenues in the United States were approximately $175.8 million for the three months ended June 30, 2002 compared to $173.1 million for the same period in 2001. Product revenues in the United States were approximately $373.1 million and $334.9 million for the six months ended June 30, 2002 and 2001, respectively. The slower than expected growth in product revenues in the United States was primarily attributable to inventory reductions by some wholesalers, increased competition and a softening of the MS marketplace in the United States. AVONEX sales outside of the United States were approximately $74.7 million and $143.4 million for the three months and six months ended June 30, 2002 as compared to $70 million and $128.2 million for the same periods of 2001, respectively.

The Company faces increasing competition in the MS marketplace worldwide from existing and new MS treatments that may impact sales of AVONEX. Biogen expects future growth in AVONEX revenues to be dependent to a large extent on the Company’s ability to compete successfully. Biogen also expects that future AVONEX sales may be affected by possible slowing of growth in the MS market. See “Outlook-Dependence on AVONEX Sales”; see also the Company’s Annual Report on Form 10-K for the period ended on December 31, 2001 under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Outlook — Competition.”

11

Revenues from royalties in the three months ended June 30, 2002 were $18.7 million, an increase of $1.3 million or approximately 7% as compared to $17.4 million of royalty revenue for the same period in 2001. Revenues from royalties in the six months ended June 30, 2002 were $41.1 million, an increase of $6.6 million or approximately 19% as compared to $34.5 million of royalty revenue for the same period in 2001. Revenues from royalties represented approximately 7% of total revenues for the three and six months ended June 30, 2002. Revenues from royalties also represented approximately 7% for the three and six months ended June 30, 2001. The growth in royalty revenues for the three and six month periods of 2002 over the comparable periods in 2001 was primarily attributable to royalties received on increased sales of alpha interferon products. For a more detailed discussion of royalties, including a discussion on the Company’s current arbitration with Schering-Plough Corporation (“Schering-Plough”), see “Outlook – Royalty Revenue”.

COSTS AND EXPENSES

Total costs and expenses for the three months ended June 30, 2002 were $217.1 million as compared to $169.5 million in the same period of 2001, an increase of approximately 28%. Total costs and expenses for the six months ended June 30, 2002 were $412.3 million as compared to $320 million in the same period of 2001, an increase of approximately 29%.

Cost of revenues in the three months ended June 30, 2002 totaled $36.2 million compared to $35.2 million in the same period of 2001, an increase of $1 million or 3%. Cost of revenues in the six months ended June 30, 2002 totaled $75.5 million compared to $64.3 million in the same period of 2001, an increase of $11.2 million or 17%. The increase in cost of revenues was attributable to the higher sales volume of AVONEX. Included in cost of revenues for the three months ended June 30, 2002 and 2001 is $35 million and $33.9 million, respectively, of costs related to product revenues and $1.2 million and $1.3 million, respectively, of costs related to royalty revenue. Included in cost of revenues for the six months ended June 30, 2002 and 2001 is $72.9 million and $62.2 million, respectively, of costs related to product revenues and $2.6 million and $2.1 million, respectively, of costs related to royalty revenue. Gross margins on product revenues were approximately 86% for the three months ended June 30, 2002 and 2001. Gross margins on product revenues decreased to approximately 86% for the six months ended June 30, 2002 compared to 87% for the same period in 2001. Gross margins on royalty revenue increased to approximately 94% for the three months ended June 30, 2002 compared to 93% for the same period in 2001. Gross margins on royalty revenue were approximately 94% for the six months ended June 30, 2002 and 2001. The Company expects that gross margins on royalty revenue will fluctuate in the future based on changes in sales volumes for specific products.

Research and development expenses in the current quarter were $89.3 million, an increase of $10.2 million, or 13%, as compared to $79.1 million for the same period of 2001. Research and development expenses for the six months ended June 30, 2002 were $171.8 million, an increase of $19.9 million, or 13%, as compared to $151.9 million for the same period of 2001. The increase was due primarily to an increase in development costs related to the Company’s ongoing collaborative development programs and increases in clinical trial costs. The Company expects that, in the near and long-term, research and development expenses may increase as the Company continues to expand its development efforts with respect to new products, conducts clinical trials of these products and continues work on new formulations for AVONEX.

Selling, general and administrative expenses in the second quarter of 2002 were $91.6 million, an increase of $36.4 million or 66% as compared to the same period of 2001. Selling, general and administrative expenses in the six months ended June 30, 2002 were $165 million, an increase of $61.2 million or 59% as compared to the same period of 2001. These increases were primarily due to an increase in selling and marketing expenses related to the sale of AVONEX and increased costs in anticipation of the possible approval of AMEVIVE® (alefacept). Selling, general and administrative expenses for the second quarter of 2002 also include approximately $5.8 million of severance and other benefits related to the retirement of Mr. Vincent as the Chairman of the Board. If the Company receives regulatory approval to market AMEVIVE in the United States and the EU, selling, general and administrative expenses may increase in the near and long term.

12

OTHER INCOME, NET

Other income, net consists of the following (in thousands):

	Three Months Ended						Six Months Ended
	June 30, 2002						June 30, 2002
	2002			2001			2002			2001
Interest income	$	10,466		$	10,694		$	21,064		$	22,479
Interest expense		(909	)		(1,051	)		(1,922	)		(2,089	)
Other income (expense)		(1,453	)		1,890			(4,010	)		7,606
Total other income, net	$	8,104		$	11,533		$	15,132		$	27,996

Other income, net consists primarily of interest income, partially offset by interest expenses and other non-operating income and expenses. Other income, net in the current quarter of 2002 was $8.1 million as compared to $11.5 million in 2001, a decrease of $3.4 million. Other income, net in the six months ended June 30, 2002 was $15.1 million as compared to $28 million in 2001, a decrease of $12.9 million. Interest income for the three months ended June 30, 2002 was $10.5 million compared to $10.7 million in the same period of 2001, a decrease of $0.2 million or 2%. Interest income for the first six months of 2002 was $21.1 million compared to $22.5 million in the same period of 2001, a decrease of $1.4 million or 6%. The decreases in interest income for the three and six months were due primarily to lower average yields on invested funds. The Company expects interest income to vary based on changes in the amount of funds invested and fluctuations in interest rates.

Interest expense in the three months ended June 30, 2002 was approximately $0.9 million compared to $1.1 million for the same period in 2001, a decrease of $0.2 million or 14%. Interest expense for the six months ended June 30, 2002 was approximately $1.9 million compared to $2.1 million for the same period in 2001, a decrease of $0.2 million or 8% due to lower borrowings outstanding.

Other income (expense) decreased by $3.3 million for the second quarter of 2002 compared to the same period in 2001. Other income (expense) decreased by $11.6 million for the six months ended June 30, 2002 compared to the same period in 2001. The decrease in other income (expense) for the six months ended June 30, 2002 is due primarily to the Company’s recognition of $2.8 million of losses attributable to an equity method investee and realization of losses of approximately $2.5 million from the writedown and sales of certain non-current marketable securities in the first six months of 2002. This compares to realizing $3.3 million of gains from sales of certain non-current marketable securities in the first six months of 2001.

INCOME TAXES

Income tax expense as a percentage of pre-tax income was 28% for the three and six months ended June 30, 2002 and was 30% for the three and six months ended June 30, 2001. The effective tax rate varied from the U.S. statutory rates for the first six months of 2002 and 2001 primarily due to higher sales in European jurisdictions with lower tax rates and to the utilization of research and development credits. The Company’s effective tax rate outside the U.S. is lower than the U.S. tax rate, and the Company expects that the corporate tax rate will decline as international sales increase.

FINANCIAL CONDITION

At June 30, 2002, cash, cash equivalents and short-term marketable securities were $793.5 million compared with $798.1 million at December 31, 2001, a decrease of $4.6 million. Working capital increased

13

$37.1 million to $839.9 million. Net cash from operating activities (which included net income) for the six month period ending June 30, 2002 was $100.9 million compared with $172.9 million for the same period in 2001, and included tax benefits related to stock options of $14.3 million, and a non-cash adjustment of $2.2 million related to the write-down of non-current marketable securities. Cash outflows from investing activities during the six months ended June 30, 2002 included investments in property and equipment and patents of $115 million and net cash outflows from investing activities related to marketable securities totaling $18.1 million. Significant cash outflows from financing activities included $8.4 million for purchases of the Company’s common stock under its stock repurchase program and $2.4 million for repayments on loan agreements with banks. Cash inflows included $18.4 million from common stock option exercises and employee stock purchase plan activity.

On December 18, 2000, the Company announced that its Board of Directors had authorized the repurchase of up to 4 million shares of the Company’s common stock. The repurchased stock provides the Company with treasury shares for general corporate purposes, such as stock to be issued under employee stock option and stock purchase plans. The Company purchased 145,000 shares during the first six months of 2002 at a cost of $8.4 million. During 2001, the Company repurchased approximately 1.5 million shares of its common stock under this program at a cost of $88.3 million. Approximately 2.4 million shares remain authorized for repurchase under this program at June 30, 2002.

The Company’s construction of the large scale manufacturing plant in Research Triangle Park, North Carolina was substantially completed in the first quarter of 2002. The Company began further expansion of its Research Triangle Park, North Carolina complex in 2001 with commencement of construction of a laboratory office building and additional manufacturing capacity. These additional projects are expected to be completed by the summer of 2003 at a total cost of approximately $92 million. As of June 30, 2002, the Company had committed $68 million for construction costs related to these additional projects, of which $43 million had been spent. The Company is also completing plans to build a manufacturing plant in Denmark. The Company expects that construction will commence in 2003 at an estimated cost of $250 million. At June 30, 2002, $32 million had been authorized for costs related to the manufacturing plant in Denmark, of which $14 million had been spent.

Several legal proceedings involving the Company were pending during the current quarter. See Note 8 of the Notes to the Condensed Consolidated Financial Statements. See also Item 1 – Business, “Patents and Other Proprietary Rights” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 for discussions of these legal proceedings.

The Company believes that existing funds and cash generated from operations are adequate to satisfy its working capital and capital expenditure requirements in the foreseeable future. However, the Company may raise additional capital to take advantage of favorable conditions in the market or in connection with the Company’s development activities.

NEW ACCOUNTING PRONOUNCEMENT

In July 2002, the FASB issued SFAS 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized at its fair market value when the liability is incurred, rather than at the date of an entity’s commitment to an exit plan. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS 146 is not expected to have a material effect on the Company's financial statements.

OUTLOOK

SAFE HARBOR

In addition to historical information, this quarterly report contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Reference is made in particular to forward-looking statements regarding the anticipated level of future product sales, royalty revenues, expenses and profits, timing of clinical trials, potential outcome of clinical programs, regulatory approvals, marketing of additional products, impact of competitive products, anticipated outcome of pending or anticipated litigation, arbitration and patent-related proceedings, facility expansion and the value of investments in certain marketable securities. These and all other forward-looking statements are made based on Biogen’s current belief as to the outcome and timing of such future events. Factors which could cause actual results to differ from Biogen’s expectations and which could negatively impact Biogen’s financial condition and results of operations are discussed below and elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of

14

Operations. Biogen does not undertake any obligation to publicly update any forward-looking statements.

DEPENDENCE ON AVONEX® SALES

Biogen’s ability to sustain increases in revenues and profitability until at least approval and successful launch of a second product will be primarily dependent on the level of revenues and profitability from AVONEX sales. The level of revenues from sales of AVONEX will depend on a number of factors, including: continued market acceptance of AVONEX worldwide; Biogen’s ability to maintain a high level of patient satisfaction with AVONEX; the nature of regulatory pricing decisions related to AVONEX worldwide; the level of growth, if any, in the overall MS marketplace; the extent to which AVONEX continues to receive and maintains reimbursement coverage; the nature of legislative actions affecting the pharmaceutical industry; the success of ongoing development related to AVONEX in expanded MS indications; the continued accessibility of third parties to vial, label, and distribute AVONEX on acceptable terms; success in revoking the Rentschler II patent since if the patent were to be upheld and if Rentschler were to obtain, through legal proceedings, a determination that Biogen’s sale of AVONEX in Europe infringes a valid Rentschler II patent, such result could have a material adverse effect on the Company’s results of operation and financial condition; and the Company’s ability to sustain market share of AVONEX in light of the impact of competitive products for the treatment of MS. AVONEX competes in the United States and EU markets primarily with four products: COPAXONE®, sold by Teva Neuroscience, Inc. (“Teva”) in the United States and co-promoted by Teva and Aventis Pharma in the EU, BETASERON®, sold by Berlex in the United States and sold under the name of BETAFERON® by Schering A.G. in the EU, NOVANTRONE®, sold by Amgen, Inc. and REBIF® which was launched in the United States by Serono in March 2002. Serono announced in July 2002 that it reached an agreement to co-promote REBIF in the United States with Pfizer Inc. The Company expects there to be aggressive competition among these companies in the MS market worldwide. AVONEX sales may also be affected by a possible slowing in growth of the MS market. See the Company’s Annual Report on Form 10-K for the period ended on December 31, 2001 under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Outlook — Competition” and “ Business — Patents and Other Proprietary Rights”.

ROYALTY REVENUE

Biogen receives royalty revenues which, prior to 2001, contributed a significant amount to its overall profitability. Royalty revenues have decreased significantly in recent years primarily as the result of patent expirations, see “Outlook — Patents and Other Proprietary Rights,” and a royalty dispute with Schering-Plough. Biogen is currently in arbitration with Schering-Plough on the issue of whether and to what extent Schering-Plough has an obligation to pay royalties in the United States on sales of its alpha interferon products. Schering-Plough has taken the position that a Court of Appeal’s decision affirming a District Court’s ruling which narrowed the scope of the claims of Biogen’s United States alpha interferon patent (the “901 Patent”) allowed it to discontinue royalty payments to Biogen in the United States on sales of its alpha interferon products. The Court of Appeals decision came as part of a suit filed by Schering-Plough, as Biogen’s exclusive licensee, against Amgen, Inc. (“Amgen”) to enforce the 901 Patent which Schering-Plough claimed was infringed by Amgen’s consensus interferon product. Biogen disagrees with Schering-Plough’s position and has filed for arbitration to compel payment of unpaid past royalties and to ensure payment of royalties due in the future under the license agreement. Given Schering-Plough’s history of taking aggressive positions in contract interpretation, Biogen has included claims in the arbitration which would resolve issues related to future royalty payments to pre-empt any potential challenges by Schering-Plough. These claims include asking the arbitration panel to confirm Schering-Plough’s obligation to commence royalty payments in July 2002 (the expiration date of the 901 Patent) based on a patent application owned by F. Hoffman-LaRoche (“Roche”) and Genentech, Inc. (“Genentech”). The agreement between Biogen and Schering-Plough extending Schering-Plough’s royalty obligation beyond the expiration date of the 901 Patent was part of the settlement of a lawsuit between Biogen and Roche/Genentech. In return for Schering-Plough’s agreement to extend its royalty obligation, Biogen settled the lawsuit with Roche/Genentech and Roche granted Schering-Plough an exclusive license for Schering-Plough to sell its products under the Roche/Genentech patent rights that were the subject of the dispute. Biogen intends to vigorously pursue its claims against Schering-Plough, but there is no guarantee that Biogen will be successful in its efforts.

15

There are a number of other factors which could also cause the actual level of royalty revenue to differ from Biogen’s expectations. For example, pricing reforms, health care reform initiatives, other legal and regulatory developments and the introduction of competitive products may have an impact on product sales by Biogen’s licensees. In addition, sales levels of products sold by Biogen’s licensees may fluctuate from quarter to quarter due to the timing and extent of major events such as new indication approvals or government sponsored programs. Since Biogen is not involved in the development or sale of products by its licensees, it cannot be certain of the timing or potential impact of factors which may affect sales by licensees. See “Outlook — Patents and Other Proprietary Rights.”

There can be no assurance that the Company will achieve a positive outcome with respect to any of the factors discussed in this Section or that the timing and extent of the Company’s success with respect to any combination of these factors will be sufficient to result in sustained increases in revenues or profitability or the sustained profitability of the Company. For a further discussion of risks regarding drug development, patent matters, including the Berlex lawsuit regarding the “McCormick” patents, and regulatory matters, see the Company’s Annual Report on Form 10-K for the period ended December 31, 2001 under the headings “Business — Risks Associated with Drug Development”, “Business –Patents and Other Proprietary Rights”, “Business — Regulation”, “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Outlook.”

PRODUCTS

AVONEX is currently the only product sold by Biogen. Biogen’s long-term viability and growth will depend on the successful development and commercialization of other products from its research and development activities and collaborations.

Biogen expects that its next product on the market will be AMEVIVE. The applications for marketing approval of AMEVIVE are currently under review by both the FDA and regulatory authorities in the EU. On May 23, 2002, the Dermatologic and Ophthalmic Drugs Advisory Committee of the FDA voted to recommend AMEVIVE for marketing approval. In June 2002, Biogen received a Complete Response Letter from the FDA on the AMEVIVE filing. No new clinical trials of AMEVIVE were requested prior to approval. The FDA proposed post-marketing clinical studies to further profile the safety and effectiveness of AMEVIVE. Biogen is working closely with the FDA to address the questions raised in the letter and move forward rapidly in the approval process. Approval of AMEVIVE is subject to Biogen’s ability to work with the FDA to adequately address the questions and provide the clarification and information requested in the Complete Response Letter. Approval is also subject to the other risks and uncertainties inherent in drug development, including the risk of unexpected new data or information. Even if approved, there is no assurance that AMEVIVE will be free from technical issues affecting commercialization, manufacturing, or intellectual property disputes or that it will achieve its market potential.

Biogen continues to expand its development efforts related to other potential products in its pipeline. The expansion of the pipeline may include increases in spending on internal projects, collaborations with third parties, the acquisition of third-party technologies or products or other types of investments. Product development involves a high degree of risk. Only a small number of research and development programs result in the commercialization of a product. Many important factors affect Biogen’s ability to successfully develop and commercialize AMEVIVE and its other potential products, including the ability to obtain and maintain necessary patents and licenses, to demonstrate safety and efficacy of drug candidates at each stage of the clinical trial process, to overcome technical hurdles that may arise, to meet applicable regulatory standards, to obtain reimbursement coverage for the products, to receive required regulatory approvals, to be capable of producing drug candidates in commercial quantities at reasonable costs, to compete successfully against other products and to market products successfully. Success in early stage clinical trials or preclinical work does not ensure that later stage or larger scale clinical trials will be successful. Even if later stage clinical trials are successful, the risk exists that unexpected concerns may arise from analysis of data or from additional data or that obstacles may arise or issues be identified in connection with review of clinical data with regulatory authorities or that regulatory authorities may disagree with the Company’s view of the data or require additional data or information or additional studies. There can be no assurance that Biogen will be successful in its efforts to develop and commercialize new products.

16

PATENTS AND OTHER PROPRIETARY RIGHTS

Biogen has numerous issued patents and patent applications pending on a number of its processes and products. Biogen has also obtained rights to certain patents under licenses with third parties which provide for the payment of royalties. There can be no assurances that Biogen’s existing patents or others, if obtained, will substantially protect or commercially benefit Biogen. In addition, Biogen does not know to what extent its pending patent applications or patent applications licensed from third parties will be granted or whether any of Biogen’s patents will prevail if they are challenged in litigation. Also, there is also no assurance that third parties have not or will not be granted patents claiming subject matter necessary to Biogen’s business. Biogen is aware that others, including various universities and companies working in the biotechnology field, have also filed patent applications and have been granted patents in the United States and in other countries claiming subject matter potentially useful or necessary to Biogen’s business. Some of those patents and patent applications claim only specific products or methods of making such products, while others claim more general processes or techniques useful or now used in the biotechnology industry. For example, Genentech has been granted patents and is prosecuting other patent applications in the United States and certain other countries which it may allege are currently used by Biogen and the rest of the biotechnology industry to produce recombinant proteins in host cells. Genentech has offered to Biogen and others in the industry non-exclusive licenses under some of those patents and patent applications for various proteins and in various fields of use, but not for others. Biogen is also aware of certain patents held by Genentech relating to immunoadhesin technology that Genentech may take the position are valid and infringed by Biogen’s future commercial activities with AMEVIVE. Biogen is evaluating these patents to determine if a license should be taken. The ultimate scope and validity of Genentech’s patents, of other existing patents, or of patents which may be granted to third parties in the future, and the extent to which Biogen may wish or be required to acquire rights under such patents and the availability and cost of acquiring such rights, currently cannot be determined by Biogen. There has been, and Biogen expects that there may continue to be, significant litigation in the industry regarding patents and other intellectual property rights. Such litigation could create uncertainty and consume substantial resources.

17

PART II – OTHER INFORMATION

Item 4 – Submission of Matters to a Vote of Security Holders

(a)	The information set forth in this Item 4 relates to matters submitted to a vote at the Annual Meeting of Stockholders of Biogen, Inc. on June 14, 2002.
(b)	Not applicable.
(c)	A proposal to elect Thomas F. Keller, Roger H. Morley, James C. Mullen and Phillip A. Sharp as directors to serve for a three year term ending in 2005 and until their successors are duly elected and qualified was approved with the following vote:

Nominee	For		Abstains
Thomas F. Keller		110,079,122		9,111,849
Roger H. Morley		110,692,346		8,498,625
James C. Mullen		110,753,355		8,437,616
Phillip A. Sharp		110,799,693		8,391,278

	A proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent accountants for the fiscal year ending December 31, 2002 was approved with 113,018,285 affirmative votes, 3,243,940 negative votes, and 2,925,456 abstentions.
(d)	Not applicable.

Item 5 – Other Information

None.

Item 6 – Exhibits and Reports on Form 8-K

(a)	Exhibits
3.1	By-Laws (as amended and restated through June 13, 2002).
10.1	1985 Non-Qualified Stock Option Plan (as amended and restated through June 13, 2002, effective as of June 1, 2002).
10.2	Agreement and Amendment to Rights Agreement dated as of May 31, 2002 between the Registrant, State Street Bank and Trust Company, as the old Rights Agent, and EquiServe, Inc., as the new Rights Agent, amending the Rights Agreement, dated as of May 8, 1999, between the Registrant and State Street Bank and Trust Company (successor in interest to First National Bank of Boston) as the Rights Agent.
99.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b)	Reports on Form 8-K
	None.

18

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: August 14, 2002	/s/ Peter N. Kellogg    Executive Vice President — Finance and    Chief Financial Officer

19 EX-3.1 3 b43667bgexv3w1.txt EX-3.1 BY-LAWS (AS AMENDED AND RESTATED) EXHIBIT 3.1 BIOGEN, INC. BY-LAWS ARTICLE I STOCKHOLDERS 1. Place of Meetings. All meetings of the stockholders shall be held either at the principal office of the Corporation or at such other place within the United States as is determined by the Board of Directors or the Chairman of the Board of Directors and stated in the notice of the meeting. 2. Annual Meetings. The annual meeting of the stockholders entitled to vote shall be held at ten o'clock in the forenoon (or at such other time as is determined by the Board of Directors or the Chairman of the Board of Directors and stated in the notice) on a date to be determined by the Board of Directors within six months after the end of each fiscal year, on any day that is not a Saturday, Sunday or legal holiday, and if a Saturday, Sunday or legal holiday, then on the next succeeding day that is not a Saturday, Sunday or legal holiday, at such location as is determined by the Board of Directors or the Chairman of the Board and stated in the notice. The purposes for which an annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization and by these By-Laws, may be specified by the Board of Directors or the Chairman of the Board. If no annual meeting is held on the date fixed, or by adjournment therefrom, a special meeting of the stockholders may be held in lieu thereof, and any action taken at such special meeting shall have the same force and effect as if taken at the annual meeting. 3. Special Meetings. Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of the stockholders entitled to vote may be called by the Board of Directors or the Chairman of the Board of Directors, and shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who are entitled to vote and who hold at least forty percent (40%) in interest of the capital stock entitled to vote at the meeting. 4. Notice of Meetings. Notice of all meetings of stockholders, stating the place, date and hour thereof, and the purposes for which the meeting is called, shall be given to each stockholder entitled to vote thereat by the Clerk or other person calling the meeting. Notice must be given in writing and such writing shall be sufficient if given personally or by postage-prepaid mailing, or by any other means permitted by law. Notice must be given at least seven (7) days before the meeting, to each stockholder entitled to vote thereat and to each stockholder who, by law, the Articles of Organization or these By-Laws, is entitled to such notice, such notice addressed to his usual place of business or residence as it appears upon the books of the Corporation. Notice shall be deemed given when it is received, if hand delivered, or when dispatched, if delivered through the mails or by courier, telegraph, telex, telecopy or cable. No notice of a meeting of the stockholders need be given to any stockholder if such stockholder, by a writing (including, without limitation, by telegraph, telex, telecopy or cable) filed with the records of the meeting (and whether executed before or after such meeting) waives such notice, or if such stockholder attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Every stockholder who is present at a meeting (whether in person or by proxy) shall be deemed to have waived notice thereof. 5. Notice of Stockholder Business. For a proposal to be properly brought before an annual meeting by a stockholder or for a stockholder to nominate a person or persons for election as directors at an annual meeting or any special meeting at which directors are to be elected, the stockholder must give timely notice thereof in writing to the Clerk of the Corporation. To be timely, a stockholder's notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 60 days, but not more than 90 days, prior to the meeting; provided, however, if less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice or public disclosure of the date of the meeting is made. A stockholder's notice to the Clerk relating to a proposal shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder who intends to make the proposal and any other stockholders known by such stockholder to support such proposal, (iii) the class and number of shares of the Corporation's capital stock which are beneficially owned by the stockholder and by any other stockholders known by such stockholder to support such proposal as of the date of such stockholder notice, and (iv) any financial interest of the stockholder in such proposal. A stockholder's notice to the Clerk relating to a nominee for election as a director shall set forth (i) the name, age, business experience, and home and business address of each person to be nominated, (ii) the name and address, as they appear on the Corporation's books, of the stockholder who intends to make the nomination and any other stockholders known by such stockholder to support the nomination, and (iii) the class and number of shares of the Corporation's capital stock which are beneficially owned by the stockholder and by any other stockholders known by such stockholder to support such proposal as of the date of such stockholder notice. The Board of Directors, or a designated committee thereof, may determine whether a notice has complied with the requirements of this Section 5, and may reject as invalid any stockholder proposal or nomination which was not the subject of a notice timely made in accordance with, and containing all information required by, the terms of this Section 5. If neither the Board of Directors nor such committee makes a determination as to the compliance with the requirements of this Section 5, the presiding officer at the meeting shall determine and declare at the meeting whether such notice has so complied. If the Board of Directors or a designated committee thereof or the presiding officer determines that a stockholder proposal or nomination was the subject of a notice made in accordance with the terms of this Section 5, and if the stockholder giving such notice shall make such proposal or nomination, the presiding officer shall so declare at the meeting and ballots shall be provided for use at the meeting with respect to such proposal or nomination. If the Board of Directors or a designated committee thereof or the presiding officer determines that a stockholder proposal or nomination was not the subject of a notice made in accordance with terms of this Section 5, and if the stockholder giving such notice shall make such proposal or nomination, the presiding officer shall so declare at the meeting and any such proposal shall not be acted upon at the meeting. Notwithstanding the foregoing, a stockholder may present at an annual meeting any proposal which such stockholder has caused to be included in the Corporation's proxy materials pursuant to Rule 14a-8 promulgated pursuant to the Securities Exchange Act of 1934, as amended. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the Board of Directors, but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated, filed and received as herein provided. 6. Quorum. At any meeting of stockholders, the holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum, except that, if two or more classes of stock are outstanding and entitled to vote as separate classes, then in the case of each such class, a quorum shall consist of the holders of a majority in interest of the stock of that class issued, outstanding and entitled to vote. 7. Adjournments. Any meeting of the stockholders may be adjourned to any other time and to any other place by the stockholders present or represented at the meeting, although less than a quorum, or by any officer entitled to preside or to act as clerk of such meeting if no stockholder is present in person or by proxy. It shall not be necessary to notify any stockholder of any adjournment. Any business which could have been transacted at any meeting of the stockholders as originally called may be transacted at any adjournment thereof. 8. Votes and Proxies. At all meetings of the stockholders, each stockholder shall have one vote for each share of stock having voting power registered in such stockholder's name, and a proportionate vote for any fractional shares, unless otherwise provided or required by the Massachusetts Business Corporation Law, the Articles of Organization or these By-Laws. Scrip shall not carry any right to vote unless otherwise provided therein, but if scrip provides for the right to vote, such voting shall be on the same basis as fractional shares. Stockholders may vote either in person or by written proxy. No proxy which is dated more than six months before the meeting at which it is to be used shall be accepted, and no proxy shall be valid after the final adjournment of such meeting. Proxies need not be sealed or attested. Notwithstanding the foregoing, a proxy coupled with an interest sufficient in law to support an irrevocable power, including, without limitation, an interest in the stock or in the Corporation generally, may be made irrevocable if it so provides, need not specify the meeting to which it relates, and shall be valid and enforceable until the interest terminates, or for such shorter period as may be specified in the proxy. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise. 9. Conduct of Business. The Chairman of the Board of Directors or his designee, or, if there is no Chairman of the Board or such designee, then a person appointed by a majority of the Board of Directors, shall preside at any meeting of stockholders. The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order. 10. Action at a Meeting. When a quorum is present, the holders of a majority of the stock present or represented and entitled to vote and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and entitled to vote and voting on a matter), except where a larger vote is required by law, the Articles of Organization or these By-Laws, shall decide any matter to be voted on by the stockholders. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. No ballot shall be required for such election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. The Corporation shall not directly or indirectly vote any share of its stock. Nothing in this section shall be construed to limit the right of the Corporation to vote any shares of stock held directly or indirectly by it in a fiduciary capacity. ARTICLE II BOARD OF DIRECTORS 1. Powers. The Board of Directors may exercise all the powers of the Corporation except such as are required by law or by the Articles of Organization or these By-Laws to be otherwise exercised, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors shall have power, unless otherwise provided by law, to purchase and to lease, pledge, mortgage and sell such property (including the stock of the Corporation) and to make such contracts and agreements as they deem advantageous, to fix the price to be paid for or in connection with any property or rights purchased, sold, or otherwise dealt with by the Corporation, to borrow money, issue bonds, notes and other obligations of the Corporation, and to secure payment thereof by the mortgage or pledge of all or any part of the property of the Corporation. The Board of Directors may determine the compensation of directors. The Board of Directors or such officer or committee as the Board of Directors shall designate, may determine the compensation and duties, in addition to those prescribed by these By-Laws, of all officers, agents and employees of the Corporation. 2. Number. The Corporation shall have a Board of Directors, which shall consist of not less than three and not more than fifteen directors, which number, subject to the rights of the holders of any preferred stock of the Corporation to elect Directors, shall be determined from time to time by the Board of Directors, except that, in the absence of any such determination, such number shall be nine (9). Such number may be enlarged or reduced by a vote of a majority of the directors then in office. Subject to the rights of the holders of any series of Preferred Stock then outstanding, if the Board of Directors is divided into one or more classes, at each annual meeting of stockholders or special meeting in lieu thereof following the initial classification of the Board of Directors, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders or special meeting in lieu thereof after their election and until their successors are duly elected and qualified. No director need be a stockholder. 3. Tenure. Except as otherwise provided by law, by the Articles of Organization, or by these By-Laws, each director, including the Chairman of the Board, shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified or until he sooner dies, resigns, is removed or becomes disqualified. Any director may resign by giving written notice of his resignation to the Chairman of the Board, the President, the Clerk or the Secretary, if any, or to the Board of Directors at a meeting of the Board, and such resignation shall become effective at the time specified therein. 4. Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time (i) only for cause and (ii) only by the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, or by the affirmative vote of three-fourths of the directors then serving. A director may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him. 5. Vacancies. Subject to the Articles of Organization, any vacancy in the office of director may be filled by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director. Subject to the Articles of Organization, newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority vote of the Board of Directors then in office even though less than quorum, or by a sole remaining director. 6. Meetings. Meetings of the directors need not be held in the state of incorporation. (a) Regular Meetings. Regular meetings of the Board of Directors may be held without call or notice at such places and at such times as may be fixed by the Board of Directors from time to time, provided that any director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without call or notice at the same place as the annual meeting of stockholders, or the special meeting held in lieu thereof, immediately following such meeting of stockholders. (b) Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, the Treasurer, the Clerk, or one or more directors. Notice of the time and place of all special meetings shall be given by the Clerk or the Secretary or the officer or directors calling the meeting. Notice must be given orally, by telephone, or by telegraph, telex, telecopy or cable or in writing, and such notice shall be sufficient if given in time to enable the director to attend, or in any case if sent by mail, by courier or telegraph, telex, telecopy or cable at least three days before the meeting, addressed to a director s usual or last known place of business or residence. No notice of any meeting of the Board of Directors need be given to any director if such director, by a writing (including, without limitation, by telegraph, telex, telecopy or cable) filed with the records of the meeting (and whether executed before or after such meeting), waives such notice, or if such director attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any special meeting. 7. Quorum of Directors. At any meeting of the Board of Directors, a majority of the number of directors then constituting a full Board of Directors then serving shall constitute a quorum, but a lesser number may adjourn any meeting from time to time without further notice. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled. 8. Action at a Meeting. Unless otherwise provided by law, the Articles of Organization or these By-Laws, action on any matter brought before any meeting at which there is a quorum may be taken by vote of a majority of the directors then present at the meeting, unless a different vote is required by law, the Articles of Organization or these By-Laws. 9. Action Without a Meeting. Unless otherwise provided by law, the Articles of Organization or these By-Laws, any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors then in office consent to the action in writing and the written consents are filed with the records of the meetings of directors. Such consents shall be treated for all purposes as a vote at a meeting. 10. Committees of Directors. The Board of Directors may, by vote of a majority of the number of directors then constituting a full Board, elect from its membership an Executive Committee (to be chaired by the Chairman of the Board) and such other committees as it may determine, comprised of such number of its members as it may from time to time determine (but in any event not less than two), and delegate to any such committee or committees some or all of its powers, except those which by law, the Articles of Organization or these By-Laws it is prohibited from delegating. Except as the directors may otherwise determine, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as may be possible in the manner as is provided by these By-Laws for the directors. 11. Telephone Conference Meetings. The Board of Directors or any committee thereof may participate in a meeting of such Board of Directors or committee thereof by means of a conference telephone (or similar communications equipment) call by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. ARTICLE III OFFICERS 1. Enumeration. The officers of the Corporation shall be the Chairman of the Board of Directors, the President, the Treasurer, the Clerk and such other officers as the Board of Directors or the Chairman of the Board may determine, including, but not limited to, one or more Vice-Presidents, one or more Assistant Treasurers, one or more Assistant Clerks, and a Secretary. 2. Election. The Chairman of the Board, the President, the Treasurer and the Clerk shall be elected annually by the directors at their first meeting following the annual meeting of the stockholders or special meeting in lieu thereof. The Board of Directors or the Chairman of the Board may, from time to time, elect or appoint such other officers as it or he may determine, including, but not limited to, one or more Vice-Presidents, one or more Assistant Treasurers, one or more Assistant Clerks, and a Secretary. 3. Qualification. No officer need be a stockholder. The Chairman of the Board, and any Vice Chairman appointed to act in the absence of the Chairman, shall be elected by and from the Board of Directors, but no other officer need be a director. Two or more offices may be held by any one person. If required by vote of the Board of Directors, an officer shall give bond to the Corporation for the faithful performance of his duties, in such form and amount and with such sureties as the Board of Directors may determine. The premiums for such bonds shall be paid by the Corporation. 4. Tenure. Each officer elected or appointed by the Board of Directors shall hold office until the first meeting of the Board of Directors following the next annual meeting of the stockholders or special meeting in lieu thereof and until his successor is elected or appointed and qualified, or until he dies, resigns, is removed or becomes disqualified, unless a shorter term is specified in the vote electing or appointing said officer. Each officer appointed by the Chairman of the Board shall hold office until his successor is elected or appointed and qualified, or until he dies, resigns, is removed or becomes disqualified, unless a shorter term is specified by any agreement or other instrument appointing said officer. Any officer may resign by giving written notice of his resignation to the Chairman of the Board, the President, the Clerk or the Secretary, if any, or to the Board of Directors at a meeting of the Board, and such resignation shall become effective at the time specified therein. 5. Removal. Any officer elected or appointed by the Board of Directors may be removed from office with or without cause by vote of a majority of the directors then in office. Any officer appointed by the Chairman of the Board may be removed from office with or without cause by the Chairman of the Board. An officer may be removed for cause only after a reasonable notice and opportunity to be heard before the body or person proposing to remove him. 6. Chairman of the Board and Chief Executive Officer. Unless the Board of Directors shall otherwise provide, the Chairman of the Board shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall, subject to the direction of the Board of Directors, have general supervision and control of the business of the Corporation. The Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders at which he is present. 7. President. The President shall, subject to the control and direction of the Board of Directors and Chairman of the Board, have and perform such powers and duties as may be prescribed by these By-Laws or from time to time be determined by the Board of Directors or the Chairman of the Board. 8. Vice Presidents. The Vice Presidents shall have such powers and duties as may from time to time be determined by the Board of Directors or the Chairman of the Board. 9. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the control and direction of the Board of Directors and the Chairman of the Board, have general charge of the financial affairs of the Corporation, cause accurate books of account to be kept, have custody of all funds, securities and valuable documents of the Corporation, except as the Board of Directors or Chairman of the Board may otherwise provide, and have and perform such additional powers and duties as may be prescribed in these By-Laws or be determined from time to time by the Board of Directors or the Chairman of the Board. All property of the Corporation in the custody of the Treasurer shall be subject at all times to the inspection and control of the Board of Directors. Unless otherwise voted by the Board of Directors, each Assistant Treasurer, if any, shall have and perform the powers and duties of the Treasurer whenever the Treasurer is absent or unable to act, and may at any time exercise such of the powers of the Treasurer, and such other powers and duties, as may from time to time be determined by the Board of Directors or the Chairman of the Board. 10. Clerk and Assistant Clerks. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. He shall have and perform the powers and duties prescribed in these By-Laws and such other powers and duties as may from time to time be determined by the Board of Directors. He shall attend all meetings of the stockholders and shall record upon the record book of the Corporation all votes of the stockholders and minutes of the proceedings at such meetings. Unless a transfer agent is appointed, the Clerk shall have custody of the record books of the Corporation. Assistant Clerks, if any, shall have such powers as the Board of Directors or the Chairman of the Board may from time to time designate. In the absence of the Clerk from any meeting of stockholders, an Assistant Clerk, if one be elected, otherwise a Temporary Clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk. 11. Secretary and Assistant Secretaries. The Board of Directors or the Chairman of the Board may appoint a Secretary and, in his absence, an Assistant Secretary, but if no Secretary or Assistant Secretary is elected, the Clerk (or, in the absence of the Clerk, any Assistant Clerk) shall act as the Secretary. The Secretary or, in his absence, any Assistant Secretary, shall attend all meetings of the directors and shall record all votes of the Board of Directors and minutes of the proceedings at such meetings. The Secretary or, in his absence, any Assistant Secretary (or the Clerk), shall notify the directors of their meetings, and shall have and perform such other powers and duties as may from time to time be determined by the Board of Directors or the Chairman of the Board. If a Secretary or an Assistant Secretary is elected but is absent from any such meeting the Clerk (or any Assistant Clerk) may perform the duties of the Secretary; otherwise, a Temporary Secretary may be appointed by the meeting. 12. Other Powers and Duties. Each officer shall, subject to these By-Laws, have, in addition to the duties and powers specifically set forth in these By-Laws, such duties and powers as are customarily incident to such officer's office, and such duties and powers as the Board of Directors or Chairman of the Board may from time to time designate. ARTICLE IV CAPITAL STOCK 1. Certificates of Stock. Each stockholder shall be entitled to a certificate or certificates representing in the aggregate the shares of the capital stock of the Corporation owned by him, except that the Board of Directors may provide by resolution that some or all of any or all classes and series of shares of the Corporation shall be uncertificated shares, to the extent permitted by law. All certificates for shares of stock of the Corporation shall state the number and class of shares evidenced thereby (and designate the series, if any), shall be signed by the Chairman of the Board, the President or a Vice President and either the Treasurer or an Assistant Treasurer, may (but need not) bear the seal of the Corporation and shall contain such further statements as shall be required by law. The Board of Directors may determine the form of certificates of stock except insofar as prescribed by law or by these By-Laws, and may provide for the use of facsimile signatures thereon to the extent permitted by law. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the time of its issue. Every certificate for shares which are subject to any restrictions on transfer pursuant to the Articles of Organization, these By-Laws or any agreement to which the Corporation is a party, shall have the restrictions noted conspicuously on the certificate and shall also set forth upon the face or back thereof either the full text of the restrictions or a statement of the existence of such restrictions and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. Every stock certificate issued while the Corporation is authorized to issue more than one class or series of stock, shall set forth on the face or back thereof either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series, if any, authorized to be issued as set forth in the Articles of Organization, or a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. 2. Transfers of Stock. The transfer of all shares of stock of the Corporation, so as to affect the rights of the Corporation, shall be effected only by transfer recorded on the books of the Corporation, in person or by duly authorized attorney, and upon the surrender of the certificate properly endorsed or assigned. The transfer of all shares of stock of the Corporation shall be subject to the restrictions, if any, imposed by the Articles of Organization, these By-Laws or any agreement to which the Corporation is a party. 3. Holders of Record. The person registered on the books of the Corporation as the owner of the shares shall have the exclusive right to receive dividends thereon and to vote thereon as such owner, shall be held liable for such calls and assessments as may lawfully be made thereon, and except only as may be required by law, may in all respects be treated by the Corporation as the exclusive owner thereof. It shall be the duty of each stockholder to notify the Corporation of his post office address. The Corporation shall not be bound to recognize any equitable or other claim to or interest in shares of stock of the Corporation on the part of any other person except as may be otherwise expressly provided by law. 4. Lost or Destroyed Certificates. The directors of the Corporation may, subject to Massachusetts General Laws, Chapter 156B, Section 29, as amended from time to time, or any successor statute, determine the conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost, destroyed or mutilated. 5. Record Date. The Board of Directors may fix in advance a date not more than sixty days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent. In such case, only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the Corporation after the record date. Without fixing such record date the Board of Directors may, for any such purposes, close the transfer books for all or any part of such sixty-day period. If no record date is fixed and the transfer books are not closed, the record date for determining stockholders having the right to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding day on which notice is given, and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors acts with respect thereto. 6. Issue of Stock. Subject to the Articles of Organization, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any capital stock of the Corporation held in treasury may be issued or disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine. ARTICLE V MISCELLANEOUS PROVISIONS 1. Fiscal Year. Except as otherwise determined by the Board of Directors from time to time, the fiscal year of the Corporation shall end on December 31 of each year. 2. Seal. The Board of Directors shall have the power to adopt and alter the seal of the Corporation. 3. Voting of Securities. Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of and act on behalf of the Corporation, or appoint any person or persons to act as proxy or attorney in fact for the Corporation (with or without discretionary power and/or power of substitution) at any meeting of stockholders of any other corporation or organization any of the securities of which may be held by the Corporation. 4. Dividends. Unless otherwise required by the Massachusetts Business Corporation Law or the Articles of Organization, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, securities of the Corporation or other property. 5. Corporate Records. The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept at the principal office of the Corporation, or at an office of its transfer agent, Clerk or resident agent, and shall be open at all reasonable times to the inspection of any stockholder for any proper purpose, but not to secure a list of stockholders or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the Corporation. 6. Contributions. The Board of Directors shall have authority to make donations from the funds of the Corporation, in such amounts as the Board of Directors may determine to be reasonable and irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes, and in time of war or other natural emergency in aid thereof. 7. Evidence of Authority. A certificate by the Clerk, an Assistant Clerk, the Secretary or an Assistant Secretary, or a Temporary Clerk or Temporary Secretary, as to any action taken by the stockholders, Board of Directors, any committee of the Board of Directors or any officer or representative of the Corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action. 8. Ratification. Any action taken on behalf of the Corporation by the directors or any officer or representative of the Corporation which requires authorization by the stockholders or the directors of the Corporation shall be deemed to have been authorized if subsequently ratified by the stockholders entitled to vote or by the directors, as the case may be, at a meeting held in accordance with these By-Laws. 9. Reliance upon Books, Records and Reports. Each director or officer of the Corporation shall be entitled to rely on information, opinions, reports or records, including financial statements, books of account and other financial records, in each case presented by or prepared by or under the supervision of (1) one or more officers or employees of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, or (2) counsel, public accountants or other persons as to matters which the director or officer reasonably believes to be within such person's professional or expert competence, or (3) in the case of a director, a duly constituted committee of the Board of Directors upon which he does not serve, as to matters within its delegated authority, which committee the director reasonably believes to merit confidence, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. The fact that a director or officer so performed his duties shall be a complete defense to any claim asserted against him, except as expressly provided by statute, by reason of his being or having been a director or officer of the Corporation. 10. Articles of Organization. All references in the By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect from time to time. 11. Control Share Acquisition. Until such time as this section shall be repealed or these By-Laws shall be amended to provide otherwise, the provisions of Chapter 110D of the Massachusetts General Laws shall not apply to "control share acquisitions" of the Corporation within the meaning of said Chapter 110D. 12. Interpretation. The Board of Directors shall have the power to interpret all of the terms and provisions of these By-Laws and the Articles of Organization, which interpretation shall be conclusive. 13. Gender. Whenever the masculine gender is used in these By-Laws, it shall include the feminine and the neuter wherever appropriate. ARTICLE VI AMENDMENTS These By-Laws may be altered, amended or repealed, in whole or in part, by vote of a majority of the Board of Directors, except with respect to any provision thereof which by law, the Articles of Organization, or these By-Laws requires action by stockholders, in which case these By-Laws may be amended in whole or in part by the stockholders at any annual or special meeting by vote of the holders of a majority in interest of all stock issued and outstanding and entitled to vote, except as otherwise provided in the Articles of Organization. The nature or substance of the proposed alterations, amendment or repeal shall be stated in the notice of the meeting. A true copy of the By-laws, as amended on June 13, 2002. ATTEST: /s/ Thomas S. Bucknum ------------------------- Clerk EX-10.1 4 b43667bgexv10w1.txt EX-10.1 1985 NON-QUALIFIED STOCK OPTION PLAN EXHIBIT 10.1 BIOGEN, INC. 1985 NON-QUALIFIED STOCK OPTION PLAN (As amended and restated through June 13, 2002, effective as of June 1, 2002) I. PURPOSE OF THE PLAN The Plan is intended to encourage ownership of shares of the Common Stock by certain Employees and Directors of the Company and its Affiliates and to provide an additional incentive to those Employees and Directors to promote the success of the Company and its Affiliates. II. DEFINITIONS 1. "Affiliate" means (a) a corporation in respect of which the Company owns directly or indirectly fifty percent (50%) or more of the voting securities thereof or which is otherwise controlled by the Company; or (b) to the extent not inconsistent with Section 424 of the Code, an unincorporated trade or business controlled by the Company which has elected, for federal income tax purposes, to be either (i) classified as an association taxable as a corporation or (ii) disregarded as an entity separate from its owner (as provided in Section 301.7701-3 of the federal income tax regulations). For purposes of this definition, the Company shall be deemed to control another entity if the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise. 2. "Code" means the Internal Revenue Code of 1986, as amended from time to time. 3. "Committee" means the Stock and Option Plan Administration Committee of the Board of Directors of the Company or, if such committee ceases to exist, the Board of Directors of the Company or a committee thereof to which responsibility for administering the Plan shall have been delegated. 4. "Common Stock" means the common stock of the Company, par value $0.01 per share. 5. "Company" means Biogen, Inc., a Massachusetts corporation. 6. "Corporate Change in Control" shall be deemed to have occurred upon: (i) the acquisition of beneficial ownership (as determined pursuant to the provisions of Rule 13d-3 under the Exchange Act) of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities by a person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding for this purpose, the Company or its Affiliates, or any employee benefit plan of the Company), pursuant to a transaction or series of related transactions which the Board of Directors does not approve; or (ii) at such time as individuals who as of April 27, 2001 constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to April 27, 2001 whose election or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall, for purposes of the Plan, be considered as though such person were a member of the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest related to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (iii) the occurrence of any other event which the Incumbent Board in its sole discretion determines should be considered a Corporate Change of Control. 7. "Corporate Transaction" shall mean the following unless and until the transaction becomes a Corporate Change in Control: (i) a reorganization, recapitalization, merger or consolidation unless more than fifty percent (50%) of the Company's outstanding voting stock or the voting stock of the corporation resulting from the transaction (or the parent of such corporation) is held subsequent to the transaction by the persons who held the stock of the Company immediately prior to such transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company to a successor in interest to the business of the Company. 8. "Designated Employee" means an Employee or Director designated by the Committee, in its sole discretion, as a "Designated Employee" for purposes of the Plan at any time prior to the effective date of a Corporate Transaction. 9. "Director" means a member of the Board of Directors of the Company or an Affiliate. 10. "Employee" means an individual employed by the Company or an Affiliate as a common law employee (determined under the regular personnel policies, practices and classifications of the Company or the Affiliate, as applicable). An individual is not considered an Employee for purposes of the Plan if the individual is classified as a consultant or contractor under the Company or an Affiliate's regular personnel classifications and practices, or if the individual is a party to an agreement to provide services to the Company or an Affiliate without participating in the Plan, notwithstanding that such individual may be treated as a common law employee for payroll tax, coverage requirements under Section 410(b) of the Code, nondiscrimination requirements under Section 401(a)(4) or other legal purposes. 11. "Exchange Act" means the United States Securities Exchange Act of 1934, as amended from time to time. 12. "Fair Market Value" shall have the meaning set forth in Section VI.A. 13. "For Cause" shall have the meaning set forth in Section VI.G. 14. "Incumbent Board" shall have the meaning set forth in the definition of "Corporate Change of Control." 15. "Involuntary Employment Action" shall have the meaning set forth in Section VI.R. 16. "ISO Plan" shall have the meaning set forth in Article III. 17. "Option" means a stock option granted under this Plan. 18. "Option Certificate" means a certificate delivered to an Option holder by the Company pursuant to the Plan, in such form as the Committee shall approve, which sets forth the terms and conditions of an Option. 19. "Plan" shall mean this 1985 Non-Qualified Stock Option Plan, as amended and/or restated from time to time. 20. "Retirement" shall have the meaning set forth in Section VI.J. 21. "Securities Act" shall mean the United States Securities Act of 1933, as amended from time to time. III. SHARES SUBJECT TO THE PLAN The aggregate number of shares as to which Options may be granted from time to time shall be 54,208,000 shares of the Common Stock; provided, however that such aggregate number shall be reduced by the number of shares which has been sold under, or may be sold pursuant to options granted from time to time under, the Company's 1982 Incentive Stock Option Plan (the "ISO Plan"), to the same extent as if such sales had been made or options granted pursuant to the Plan. Notwithstanding the foregoing, on the first day of each fiscal year of the Company (beginning in 2003) the number of shares as to which Options may be granted from time to time pursuant to the Plan shall be increased by an amount equal to the lesser of (i) 3,695,000 shares or the equivalent of such number of shares of the Common Stock after the Committee, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Article VIII of this Plan; or (ii) 2.5% of the number of outstanding shares of the Common Stock on the last trading day of the immediately preceding fiscal year. If any Option granted under the Plan or the ISO Plan ceases to be "outstanding", in whole or in part, other than by reason of the exercise of such Option, the shares which were subject to such Option shall be available for the granting of other Options. Any Option shall be treated as "outstanding" until such Option is exercised in full, terminates under the provisions of the Plan or the ISO Plan, as the case may be, or expires by reason of lapse of time. Except as expressly provided above, the aggregate number of shares as to which Options may be granted shall be subject to change only by means of an amendment adopted in accordance with Article XI below, subject to the provisions of Article VIII. IV. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Committee. The membership of the Committee shall be determined, and shall be subject to change without cause and without notice from time to time, by the Board of Directors of the Company. The Committee is authorized to interpret the provisions of the Plan or of any Option and to make all rules and determinations necessary or advisable for the administration of the Plan. The interpretation and construction by the Committee of any provision of the Plan or of any Option granted under it shall be final, unless otherwise determined by the Incumbent Board. The Committee's determinations under the Plan do not need to be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Options under the Plan (whether or not such persons are similarly situated). Subject to the provisions of the Plan, Options may be granted upon such terms and conditions as the Committee may prescribe. V. ELIGIBILITY FOR PARTICIPATION The Committee shall determine which Employees and Directors shall be eligible to participate in the Plan. Without limiting the generality of the foregoing, Options may be awarded for reasons of performance, merit, promotion, bonus or upon new Employees joining the Company or any Affiliate. The Committee may grant to one or more such Employees or Directors one or more Options, and shall designate the number of shares to be optioned under each Option so granted; provided, however, that no Options shall be granted after December 31, 2011. In no event shall any Employee be granted in any calendar year Options to purchase or receive more than 2,400,000 shares, as adjusted pursuant to Article VIII, of the Common Stock pursuant to the Plan. VI. TERMS AND CONDITIONS OF OPTIONS No Option issued pursuant to the Plan shall be an incentive stock option under Section 422 of the Code. No purported grant of any Option shall be effective until such Option shall have been approved by the Committee, except as otherwise provided in Section VI.N below. The Committee may provide that Options be granted subject to such conditions as the Committee may deem appropriate, including without limitation, subsequent approval by the shareholders of the Company of the Plan or any amendments thereto. Each Option shall be subject to at least the following terms and conditions: A. Option Price: Each Option Certificate shall state the Option price per share of the Common Stock covered by such Option grant. Except as otherwise determined by the Committee, the Option price per share for Options granted under the Plan shall be equal to the fair market value per share of Common Stock (the "Fair Market Value") on the date of grant of the Option; provided, however, that in no event shall the Option price be less than the par value per share of Common Stock. Fair Market Value shall be calculated as follows: (i) if the Common Stock is listed on a national securities exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market and sale prices are regularly reported for the Common Stock, then the Fair Market Value shall be the arithmetic mean between the "high" and "low" sale prices for the Common Stock reported on the applicable composite tape or other comparable reporting system on the date of grant, or if the date of grant is not a trading day, on the most recent trading day immediately prior to the date of grant; or (ii) if sale prices are not regularly reported for the Common Stock as described in clause (i) above but bid and asked prices for the Common Stock are regularly reported, then the Fair Market Value shall be the arithmetic mean between the closing or last bid and asked prices for the Common Stock on the date of grant or, if the date of grant is not a trading day, on the most recent trading day immediately prior to the date of grant; or (iii) if sale prices are not regularly reported for the Common Stock as described in clause (i) or (ii) above, then the Fair Market Value shall be such value as the Committee in good faith determines. B. Number of Shares: Each Option Certificate shall state the number of shares of the Common Stock to which it pertains. C. Term of Option: Each Option Certificate shall state the term of the Option which shall be ten (10) years from the date of the grant thereof, or at such earlier or later time as the Committee shall expressly state in the Option Certificate. D. Date of Exercise: Each Option Certificate shall state the date or dates on which the Option becomes exercisable, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the attainment of stated goals or events or through other circumstances or programs approved by the Committee. The Committee shall have the right to accelerate the date of exercise of any installment of any Option. E. Cancellation and Repurchase Rights: An Option Certificate may stipulate that an Option which becomes exercisable shall be subject to cancellation or that shares purchased upon the exercise of such Option shall be subject to repurchase rights in favor of the Company. In such event the Committee shall determine the date or dates, or event or events, upon which such cancellation or repurchase rights shall become effective or shall lapse, as the case may be and those provisions shall be set forth in the Option Certificate. F. Medium of Payment: The Option price shall be payable upon the exercise of the Option. It shall be payable (a) in United States dollars in cash or by check, (b) if permitted by the Committee, in shares of the Common Stock held by the Option holder for at least six months having a fair market value (determined in the manner provided in Section VI.A above as of the date of exercise) equal to the cash exercise price of the Option, (c) at the discretion of the Committee, by delivery of the Option holder's personal note, for full, partial or no recourse, bearing interest payable not less than annually at market rate on the date of exercise and no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, with or without the pledge of shares of the Common Stock as collateral, (d) at the discretion of the Committee, in accordance with a cashless exercise program established with a securities brokerage firm, or (e) at the discretion of the Committee, by any combination of (a), (b), (c) and (d) above. G. Termination of Employment: An Option holder who ceases (for any reason other than death, total and permanent disability, Retirement or termination of employment For Cause) to be an Employee or Director of the Company or of an Affiliate may exercise any Option granted to the extent that the right to purchase shares thereunder has accrued on the date of such termination. Such Option shall be exercisable only within three (3) months after such date of termination, or, if earlier, within the originally prescribed term of the Option, unless the Committee shall set forth a different period in the Option Certificate. Employment shall not be deemed terminated by reason of a transfer to another employer which is the Company or an Affiliate. If any Option is not exercised following the Option holder's termination within the time specified, the Option shall terminate and the shares covered by such Option shall revert to the Plan. An Option holder whose employment with the Company or an Affiliate is terminated For Cause or a Director who is removed from the Board of Directors For Cause shall forthwith immediately upon notice of such termination cease to have any right to exercise any Option, and the Option shall terminate and the shares covered by such Option shall revert to the Plan. For purposes of the Plan, termination "For Cause" shall be deemed to include (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, breach by an Option holder of any provision of any employment, nondisclosure, non-competition or similar agreement between the Option holder and the Company or any Affiliate, and conduct substantially prejudicial to the business of the Company or an Affiliate. The determination of the Committee as to the existence of cause shall be conclusive. Any definition in an agreement between an Option holder and the Company or an Affiliate, which contains a conflicting definition of For Cause and which is in effect at the time of such termination, shall supersede the definition in the Plan with respect to the Option holder. An Option holder to whom an Option has been granted under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability, or who is on a permitted leave of absence for any purpose, shall not, during the period of any such absence, be deemed by virtue of such absence alone, to have terminated his employment with the Company or with an Affiliate except as the Committee may otherwise expressly provide in the Option Certificate. H. Total and Permanent Disability: If an Option holder ceases to be an Employee or Director of the Company or of an Affiliate by reason of total and permanent disability, as determined by the Committee, any Option held by him or her on the date of disability shall be exercisable as to all or any part of the shares subject to the Option, all of which shares shall be fully vested as of the date of such disability. A disabled Option holder may exercise such Option only within a period of one (1) year after the date as of which the Committee determines that he or she became disabled or within such different period as may be determined by the Committee and set forth in the Option Certificate, or, if earlier, within the originally prescribed term of the Option. If any Option is not exercised following the Option holder's total and permanent disability within the time specified, the Option shall terminate and the shares covered by such Option shall revert to the Plan. I. Death: If an Option holder dies while the he is an Employee or Director of the Company or of an Affiliate, any Option held by him at the date of death shall be exercisable as to all or any part of the shares subject to the Option, all of which shares shall be fully vested as of the date of the Option holder's death. A deceased Option holder's legal representatives or one who acquires the Option by will or by the laws of descent and distribution may exercise such Option only within a period of one (1) year after the date of death or within such different period as may be determined by the Committee and set forth in the Option Certificate, or, if earlier, within the originally prescribed term of the Option. If any Option is not exercised following the Option holder's death within the time specified, the Option shall terminate and the shares covered by such Option shall revert to the Plan. J. Retirement: Unless otherwise set forth in an Option Certificate, immediately upon an Option holder's Retirement, such individual's then unvested Options, including those held by a permitted transferee of such individual, shall automatically accelerate and become fully vested for fifty percent (50%) of the number of shares covered by such unvested Options and for an additional ten percent (10%) of the number of shares covered by such unvested Options for every year of employment by the Company or any of its Affiliates beyond ten (10) years, up to the remaining number of unvested Options. Upon Retirement, a retired Option holder (or permitted transferee of such individual) may exercise any then outstanding Options solely to the extent the right to purchase shares has accrued or has been accelerated only within a period of three (3) years after the date of Retirement or within such different period as may be determined by the Committee and set forth in the Option Certificate, or, if earlier, within the originally prescribed term of the Option. If any Option is not exercised following the Option holder's Retirement within the time specified, the Option shall terminate and the shares covered by such Option shall revert to the Plan. For purposes of the Plan, the term "Retirement" as to any Employee or Director of the Company or any of its Affiliates shall mean such person's leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or pursuant to any termination for insufficient performance, as determined by the Company. The provisions of this Section VI.J shall be retroactive and shall apply to all outstanding Options granted under the Plan, regardless of the date of grant. K. Exercise of Option and Issue of Shares: Options shall be exercised by giving written notice to the Company or its designee, together with provision for payment of the Option price in accordance with Section VI.F. Such written notice shall be signed by the person exercising the Option, shall state the number of shares of the Common Stock with respect to which the Option is being exercised, and shall contain any warranty required by Article VII of the Plan. The issuance of the shares of the Common Stock upon exercise of the Option may be delayed by the Company if any law or regulation requires the Company to take any action with respect to the shares prior to the issuance thereof. Without limiting the generality of the foregoing, nothing contained herein shall be deemed to require the Company to issue any shares of the Common Stock if prohibited by law or applicable regulation. The shares of the Common Stock shall, upon issuance, be paid-up, non-assessable shares. L. Assignability and Transferability of Option: By its terms, an Option granted to an Option holder shall not be transferable by such Option holder other than (i) by will or by the laws of descent and distribution, or (ii) pursuant to a qualified domestic relations order, as defined by the Code or Title 1 of the Employee Retirement Income Security Act or the rules thereunder, or (iii) as otherwise determined by the Committee. The designation of a beneficiary of an Option by an Option holder shall not be deemed a transfer prohibited by this Section. Except as provided in the preceding sentence, an Option shall be exercisable, during an Option holder's lifetime, only by the Option holder (or by his or her legal representative) and shall not be assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation, or other disposition of any Option or of any rights granted thereunder contrary to the provisions of this Section, or the levy of any attachment or similar process upon an Option or other such rights, shall be null and void. M. Other Provisions: The Option Certificates shall be subject to such other terms and conditions, including, without limitation, restrictions upon the exercise of the Option, as the Committee shall deem advisable. N. Non-Employee Director Options: Each Director of the Company who is not (i) an Employee of the Company or any of its Affiliates, and (ii) elected pursuant to an agreement or arrangement between shareholders of the Company or between the Company and its shareholders, upon first being appointed or elected to the Board of Directors of the Company shall be granted two Options: the first to purchase 40,000 shares of Common Stock (the "Primary Initial Grant") and the second to purchase 30,000 shares of Common Stock (the "Secondary Initial Grant" and, together with the Primary Initial Grant, the "Initial Grants"), and upon every third anniversary thereof shall be granted an Option to purchase 30,000 shares of Common Stock (each a "Subsequent Grant"). Each such Option shall have an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined under Section VI.A. above, and a term of ten (10) years. The Primary Initial Grant shall be exercisable as to one-fourth (1/4) of the shares subject thereto upon completion of one full year of service on the Board of Directors of the Company after the date of grant, and as to an additional one-fourth (1/4) upon completion of each full year of service thereafter. The Secondary Initial Grant shall be exercisable as to one-third (1/3) of the shares subject thereto upon completion of one full year of service on the Board of Directors of the Company after the date of grant, and as to an additional one-third (1/3) upon completion of each full year of service thereafter. Each Subsequent Grant shall be exercisable as to one-third (1/3) of the shares subject thereto upon completion of one full year of service on the Board of Directors of the Company after the date of grant, and as to an additional one-third (1/3) upon completion of each full year of service thereafter. For any such Director serving in office on December 6, 1991 and not then a member of the Scientific Board of the Company, the first such Option (i.e., a Subsequent Grant to purchase 30,000 shares of Common Stock) shall be granted on the date on which the most recent Option previously granted to such person, the vesting of which is contingent upon continued service on the Board of Directors, becomes fully vested, and subsequent Options under this Section shall be granted on every third anniversary of such date. For any such Director serving in office on December 1, 2001 who has not previously been granted Options under this Section VI.N because of such Director's membership on the Scientific Board of the Company, the first such Option (i.e., a Subsequent Grant to purchase 30,000 shares of Common Stock) shall be granted on the later of (i) the date on which the most recent stock option previously granted to such person, the vesting of which is contingent upon continued service as a consultant to the Company, becomes fully vested or (ii) December 14, 2001, and subsequent Options under this Section shall be granted on every third anniversary of such date. Section VI.G, which cancels the Options of any Option holder determined by the Committee to have been terminated For Cause, shall not apply to the awards under this Section VI.N. O. Tax Withholding: In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Option holder's salary in connection with the exercise of an Option, the Option holder shall advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Option holder, the amount of such withholdings unless a different withholding arrangement, including the use of shares of the Common Stock, is authorized by the Committee (and permitted by law), provided, however, that with respect to persons subject to Section 16 of the Exchange Act, any such withholding arrangement involving use of shares shall be in compliance with any applicable provisions of Rule 16b-3 promulgated under Section 16 of the Exchange Act. If the Committee allows withholding through use of shares of the Common Stock, it shall be only to the statutory minimum amount. For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner provided in Section VI.A. as of the date of exercise. If the fair market value of the shares withheld is less than the amount of payroll withholdings required, the Option holder may be required to advance the difference in cash to the Company or the Affiliate employer. P. Reload Options: The Committee may authorize reload Options ("Reload Options") to purchase for cash or shares a number of shares of the Common Stock. The number of Reload Options shall equal (i) the number of shares of the Common Stock used to exercise the underlying Options and (ii) to the extent authorized by the Committee, the number of shares of the Common Stock used to satisfy any tax withholding requirement incident to the exercise of the underlying Options. The grant of a Reload Option will become effective upon the exercise of underlying Options through the use of shares of the Common Stock held by the option holder for at least 6 months. Reload Options must be evidenced in Option Certificates or agreements. The Option price per share of the Common Stock deliverable upon the exercise of a Reload Option shall be the Fair Market Value on the date the grant of the Reload Option becomes effective. The term of each Reload Option shall be equal to the remaining option term of the underlying Option. No additional Reload Options shall be granted to Option holders when Options and/or Reload Options are exercised pursuant to the terms of the Plan following termination of the Option holder's employment or on account of death or total and permanent disability. All other provisions of the Plan with respect to Options shall apply equally to Reload Options. Q. Rights as a Shareholder: No Option holder shall have rights as a shareholder with respect to any shares of the Common Stock covered by such Option except as to such shares as have been registered in the Company's share register in the name of such person upon the due exercise of the Option. R. Effect of Corporate Transaction: In the event of a Corporate Transaction, the Committee shall, prior to the effective date of the Corporate Transaction, as to each outstanding Option under the Plan either (i) make appropriate provisions for the Options to be assumed by the successor corporation or its parent or be replaced with a comparable options to purchase shares of the capital stock of the successor corporation or its parent; or (ii) upon written notice to the Option holders provide that all Options must be exercised and the Plan will terminate (all Options having been made fully exercisable as set forth below in this Section VI.R); or (iii) terminate all Options in exchange for a cash payment equal to the excess of the then aggregate Fair Market Value of the shares subject to such Options (all Options having been made fully exercisable as set forth below in this Section VI.R) over the aggregate Option price thereof. The determination of comparability under this Section shall be made by the Committee and its determination shall be final, binding and conclusive. Each outstanding Option under the Plan which is assumed in connection with a Corporate Transaction or is otherwise to continue in effect shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the number and class of securities which would have been issued, in consummation of such Corporate Transaction, to an actual holder of the same number of shares of the Common Stock as are subject to such Option immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to the Option price payable per share, provided the aggregate Option price payable for such securities shall remain the same. In addition, the class and number of securities available for issuance under the Plan on both an aggregate and per participant basis shall be appropriately adjusted to reflect the effect of the Corporate Transaction upon the Company's capital structure. If at any time within two (2) years of the effective date of a Corporate Transaction there is an Involuntary Employment Action with respect to any Designated Employee, each then outstanding Option assumed or replaced under this Section and held by such Designated Employee (or a permitted transferee of such person) shall, upon the occurrence of such Involuntary Employment Action, automatically accelerate so that each such Option shall immediately become exercisable for the total number of shares of Common Stock at the time subject to such Option, as assumed or replaced, and may be exercised for all or any portion of those shares to the extent not previously exercised. Upon the occurrence of an Involuntary Employment Action with respect to a Designated Employee, any outstanding Options held by such Designated Employee (and his or her permitted transferees) shall be exercisable within one (1) year of the Involuntary Employment Action or, if earlier, within the originally prescribed term of the Option. An "Involuntary Employment Action" as to an Designated Employee shall mean the involuntary termination of the Designated Employee's employment with the Company or an Affiliate other than For Cause, or the termination by the Designated Employee of his employment with the Company and its Affiliates upon the occurrence, without the Option holder's express written consent, of any of the following circumstances unless such circumstances are corrected (provided such circumstances are capable of correction): (i) any adverse and material alteration and diminution in the Option holder's position, title or responsibilities (other than a mere change in title or reporting relationship) as they existed immediately prior to the Corporate Transaction or as the same may be increased from time to time thereafter, (ii) a reduction of the Option holder's annual base salary or targeted bonus opportunity, in each case as in effect on the date prior to the Corporate Transaction or as the same may be increased from time to time thereafter, or (iii) relocation of the offices at which the Option holder is employed which increases the Option holder's daily commute by more than 100 miles on a round trip basis. In the event the Company terminates the Plan or elects to cash out the Options in accordance with clauses (ii) and (iii) of the first paragraph of this Section VI.R, then the exercisability of each Option outstanding under the Plan shall be automatically accelerated so that each such Option shall immediately prior to such Corporate Transaction, become exercisable for the full number of shares of the Common Stock purchasable under such Option to the extent not previously exercised and may be exercised prior to such Corporate Transaction for all or any portion of such shares. The Committee shall, in its discretion, determine the timing and mechanics required to implement the foregoing sentence. S. Acceleration Upon Corporate Change in Control: In the event of a Corporate Change in Control then the exercisability of each Option outstanding under the Plan shall be automatically accelerated so that each such Option shall immediately prior to such Corporate Change in Control, become exercisable for the full number of shares of the Common Stock purchasable under such Option to the extent not previously exercised and may be exercised for all or any portion of such shares consistent with Article VIII within the originally prescribed term of the Option. The Committee shall, in its discretion, determine the timing and mechanics required to implement the foregoing sentence. However, an outstanding Option under the Plan shall not be accelerated under this Section if and to the extent one or more limitations imposed by the Committee at the time of grant preclude such acceleration upon a Corporate Change in Control. T. The provisions of Sections VI.R and VI.S shall be retroactive and shall apply to all Options granted under the Plan, regardless of the date of grant. U. The grant of Options under the Plan shall in no way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. VII. PURCHASE FOR INVESTMENT If and to the extent that the issuance of shares pursuant to the exercise of Options is deemed by the Company to be subject to the Securities Act, or to the securities law of any other jurisdiction, the Company shall be under no obligation to issue shares covered by such exercise unless the person or persons who exercises or who exercise such Option shall make such warranty or take such action as may be required by any applicable securities law of any applicable jurisdiction and shall, in the case of the applicability of the Securities Act, in the absence of an effective registration under the Securities Act with respect to such shares, warrant to the Company, at the time of such exercise, that such person is or that they are acquiring the shares to be issued to such person or to them, pursuant to such exercise of the Option, for investment and not with a view to, or for sale in connection with, the distribution of any such shares; and in such events the person or persons acquiring such shares shall be bound by the provisions of a legend endorsed upon any share certificates expressing the requirements of any applicable non-United States securities law, or, in cases deemed governed by the Securities Act, substantially the following legend, which shall be endorsed upon the certificate or certificates evidencing the shares issued by the Company pursuant to such exercise: "The shares have not been registered under the securities laws of any country, including the United States Securities Act of 1933, as amended, and the Company may refuse to permit the sale or transfer of all or any of the shares until (1) the Company has received an opinion of counsel satisfactory to the Company that any such transfer is exempt from registration under all applicable securities laws or (2) in the case of sales or transfers to which the United States Securities Act of 1933, as amended, is applicable, unless a registration statement with respect to such shares shall be effective under such Act, as amended." Without limiting the generality of the foregoing, the Company may delay issuance of the shares until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). VIII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION In the event that outstanding shares of the Common Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, change in par value, stock split-up, combination of shares or dividend payable in capital stock, or the like except in a Corporate Transaction for which such adjustments are set forth in Section VI.R above, appropriate adjustment shall be made in the number and kind of shares for the purchase of which Options may be granted under the Plan, including Options to be granted pursuant to Section VI.N above, and, in addition, appropriate adjustment shall be made in the number and kind of shares and in the Option price per share subject to outstanding Options so that each Option holder shall be in a position equivalent to the position the Option holder would have been in had the Option holder exercised the Options immediately prior to the applicable event. IX. DISSOLUTION OR LIQUIDATION OF THE COMPANY Upon the dissolution or liquidation of the Company other than in connection with transactions to which the preceding Article VIII is applicable, all Options granted hereunder shall terminate and become null and void; provided, however, that if the rights hereunder of an Option holder or one who acquired an Option by will or by the laws of descent and distribution have not otherwise terminated and expired, the Option holder or such person shall have the right immediately prior to such dissolution or liquidation to exercise any Option granted hereunder to the extent that the right to purchase shares thereunder has accrued as of the date of exercise immediately prior to such dissolution or liquidation. X. TERMINATION OF THE PLAN Unless the Committee shall decide to reduce or, subject to shareholder approval, if required under Article XI, to extend the duration of the Plan, the Plan shall terminate on December 31, 2011. Termination of the Plan shall not affect any Options granted or any Option Certificates or agreements executed prior to the effective date of termination. XI. AMENDMENT OF THE PLAN The Plan may be amended by the Committee or the Board of Directors of the Company; provided, however, that if the scope of any amendment is such as to require shareholder approval then such amendment shall require approval by the shareholders. Any amendment shall not affect any Options theretofore granted and any Option Certificates or agreements theretofore executed by the Company and any Option holder unless such amendment shall expressly so provide. No amendment shall adversely affect any Option holder with respect to an outstanding Option without the written consent of such Option holder. With the consent of the Option holder affected, the Committee may amend any outstanding Option Certificate or agreement in a manner not inconsistent with the Plan, including, without limitation, to accelerate the date of exercise of any installment of any Option. XII. EMPLOYMENT RELATIONSHIP Nothing herein contained shall be deemed to prevent the Company or an Affiliate from terminating the employment of any Employee, nor to prevent any Employee from terminating his employment with the Company or an Affiliate. XIII. EFFECTIVE DATE The Plan first became effective on January 2, 1985. XIV GOVERNING LAW The Plan shall be construed and enforced in accordance with the law of The Commonwealth of Massachusetts. EX-10.2 5 b43667bgexv10w2.txt EX-10.2 AGREEMENT & AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 10.2 AGREEMENT AND AMENDMENT TO RIGHTS AGREEMENT 1. GENERAL BACKGROUND. In accordance with Section 21 of the Rights Agreement (the "Agreement") between STATE STREET BANK AND TRUST COMPANY ( "State Street Bank") and BIOGEN, INC. ("Biogen") dated May 8, 1999 (the "Agreement"), State Street Bank, Biogen and EquiServe Trust Company, N.A. ("EquiServe") desire to enter into this Agreement and Amendment in order to effect the appointment of EquiServe to replace State Street Bank as Rights Agent under the Agreement. 2. EFFECTIVE DATE. This Agreement and Amendment shall be effective as of May 31, 2002 (the "Effective Date"). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement. 3. AGREEMENT. Biogen, State Street Bank and EquiServe hereby agree that EquiServe shall be appointed as Rights Agent as of the Effective Date and State Street Bank shall resign as Rights Agent immediately upon the appointment of EquiServe as Rights Agent. In accordance therewith, Biogen hereby appoints EquiServe to act as Rights Agent in accordance with the terms and conditions of the Agreement, as amended by this Agreement and Amendment, and EquiServe hereby accepts such appointment as of the Effective Date. EquiServe represents, warrants and covenants to Biogen that it is, and will continue to be for so long as it is Rights Agent, a corporation or trust company organized and doing business under the laws of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and individually or combined with an affiliate has a combined capital and surplus of at least $100 million dollars. As of the Effective Date, EquiServe shall be vested with, and subject to, the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under the Agreement without further act or deed. State Street Bank hereby represents, warrants and covenants to Biogen and EquiServe that it will deliver and transfer to EquiServe any and all property related to the Agreement held by it as of the Effective Date, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the purpose of this Agreement and Amendment and the appointment of EquiServe as Rights Agent in replacement of State Street Bank. State Street Bank represents, covenants and warrants to Biogen that it was in full compliance with all provisions in the Agreement applicable to it as of the Effective Date. 4. AMENDMENTS TO THE AGREEMENT. a. The definition of "Rights Agent" in the first paragraph of the Agreement is hereby changed from "State Street Bank and Trust Company, a Massachusetts Trust Company" to "EquiServe Trust Company, N.A, a Massachusetts Trust Company". b. The notice address for the Rights Agent in Section 26 of the Agreement shall be deleted in its entirety and replaced with "EquiServe Trust Company, N.A, a Massachusetts Trust Company, 150 Royall Street, Canton, Massachusetts, 02021, Attention: Client Administration". 5. Except as amended by this Agreement and Amendment, the Agreement and all schedules or exhibits thereto shall remain in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of this 31st day of May, 2002. BIOGEN, INC. STATE STREET BANK AND TRUST COMPANY /s/ Anne Marie Cook /s/ Charles Rossi - --------------------------- ------------------------------ Anne Marie Cook Charles Rossi Vice President - Chief Division President Corporate Counsel EquiServe Trust Company, N.A. /s/ Carol Mulvey-Eri ----------------------------- Carol Mulvey-Eri Managing Director EX-99.1 6 b43667bgexv99w1.txt EX-99.1 CERTIFICATION PURSUANT TO SECTION 906 EXHIBIT 99.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) and (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Biogen, Inc., a Massachusetts corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) of 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ James C. Mullen ------------------------------------ JAMES C. MULLEN CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT Dated: August 14, 2002 /s/ Peter N. Kellogg ------------------------------------- PETER N. KELLOGG EXECUTIVE VICE PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document. 10-Q 7 b43667bge10vqxpdfy.pdf COURTESY PDF begin 644 b43667bge10vqxpdfy.pdf M)5!$1BTQ+C(-)>+CS],-"C7!E M("]#871A;&]G(`TO4&%G97,@-C$@,"!2(`TO2E0@-S(@,"!2(`T^/B`-96YD M;V)J#3DR(#`@;V)J#3P\("]3(#,U-2`O1FEL=&5R("]&;&%T941E8V]D92`O M3&5N9W1H(#DS(#`@4B`^/B`-7`I!UUJZQ)4N+)EX9*& MHZ*Z&CDLCM,T@Z0V\3%UP4V15%BRE:7ARA03!@:.CHX&!@80P1C1T0'F,S!8 M@`@)&%(?3K=JSA)-8S4@G3Q!EV.`#5``08 M`/Y@>!P-96YD7!E("]&;VYT1&5S8W)I<'1O"]B+U8O0R]S+V$O5R]C+W-E=F5N M+T0O8V]M;5P-82]L+W0O96EG:'0O6"]E+T2]Z97)O+TTO;B]O;F4O02]/+W1W;R]M+W%U;W1E7!H96XO62]O+W!E7!E("]4>7!E,2`-+T9I&5D("]$979I8V521T(@,C4U(#@X(#`@4B`- M70UE;F1O8FH-.#,@,"!O8FH-/#P@+TQE;F=T:"`R,S2!396-T:6]N(#$S(&]R(#$U(%PH9%PI(&]F M('1H92!396,I5&H*-#DN,S$W-2`P(%1$"BAU&-H86YG92!!8W0@;V8@,3DS-"!D=7)I;F<@=&AE M('!R96-E9&EN9R`Q,B!M;VYT:',@7"AO' MAX@(B(B)"8F)B@J*BHL+BXN,#(R,C0V-C8X.CHZ/#X^/D!"0D)$1D9&2$I*2 MDQ.3DY04E)25%965EA:6EI<7EY>8&)B8F1F9F9H:FIJ;&YN;G!R M'IZ>GQ^?GZ`@H*"A(:&AHB*BHJ,CHZ.D)*2DI26EI:8FIJ:G)Z>GJ"BHJ*DI MJ:FJ*JJJJRNKJZPLK*RM+:VMKBZNKJ\OKZ^P,+"PL3&QL;(RLK*S,[.SM#2T MM+4UM;6V-K:VMS>WM[@XN+BY.;FYNCJZNKL[N[N\/+R\O3V]O;X^OKZ_/[^_ MP$#`P,%!P<'"0L+"PT/#P\1$Q,3%1<7%QD;&QL='Q\?(2,C(R4G)R)BXN+C8^/CY&3DY.5EY>7F9N;FYV?GY^AHZ.CI:>GIZFKJZNMKZ^OL;.SL M[6WM[>YN[N[O;^_O\'#P\/%Q\?'R/CX^7GY^?IZ^OK[>_O[_'S\_/U]_?W^?O[^_W___P(,`.>L/Q`*96YD+-:LW>,X/4BCEFH4!*J4L[D-Y&2O"V.DX.\.,93BLO3DK MMK1%[BCN;A M4L>KU#*M/'*11"*-C94$?)B@D03(-7)U@JGZ4:I$H9'()%JU+%*NE*EW250[ M)7Z*.)4V*5XND:Z5R.(B'55JB<+$T^P)UR@B%3*U0J[Y+_>CS8_;/]O&<-/" M.!A&$)B5-3;+#EMMCT7CF`K#=!B6@V'5&!9@"LW40F";L%_P8K-0L^-F_1P+ MSEI.*">94\AY8DZ9R\U["0LBEN@AWG+W2-\'=\PR652B\5,B_+) MDR:OFIPY^;WE>LM+5O96,5:/!(&"V]8NUMG6HU/M)V85F+'M]MHUVWO;E]&2^A8^H'(471UNN?T]NGLC-DS MRF01Z&`]*4NL\*=*L*JA3VM+$G7: MU'A5);(J#&+("O29[?\Z%.AKV(G3PK;23,.;>N`.;RLE_\:N9`]2P.'M:/;Z M9MM1?K?"CT<.(S(C1+J&GOL\>"2$00T\>L2(G)8@1LO+X.BNK+SD)TU:DZXB/O@34(#B^$9OF5QPL/%#" M9)46'6@6==:4%I\4Y^:@U[^;$>U<$V\+O*0BM>4_/1Z"!7WE>Y.3N\5'$_/2 MOJ:1N1NR<#-)=]W;$7P?_E$!<6>%K:-WAL'Y*GD%ZME.ZE93U86+C8HM+L[; MXE,9W05=1SO-KD;3*!2;P&TZ>#I;3F_V MVB%XF>?6XIC*C8Q\#^$C=_+^A$;3WNR^"9.[NQI:&&7MC8V/1!-M@.X=F:D5K_'L&Q0(-ZP4'$`:8#1FN,W_08.LSSGGD M18'CZ*CI8CUH8&+Z0_L9>9?//?\S^Y+M8!7"]4@UAT8%\U=*-S$"219@+@E" M<&HFPQZCF119\?^%DF%_E@I?=N/-<(C3#(64'QSJY@DD:<#![P&'`U/33*XK M&HXWG=E=K52JU;OD]GPP\<:#$Y7,=%2;][$W>X@M1JH[`: M/_4*BE]Q(,_(4&"3B_+7NN>@3&2#;'(@_=&=7,@'&W&U.?*3(1VR0%:M2`M^ MX-<*6K`""QGHD)]8H"\USC6%H3"%:&$+M:5<#]VQ=C$[SLO(1>N99=> M7R2JU^].$+_;PI/NS/'/,7WB`?:D`8>19QQ6!3.HO4<(O\C$@SM%*(,+[K"& M:/O^R<@$#>;.=YR6+-R*YBN9BFRBL[)N8$0$%E6.(1YASDL7B9$W\B?VL31/ MD-K(CMP0POUA>3]Y%Q;"8^IN;E5V8R*_)Z9(JJ8]PMT7,9OD7=M%R=I,5?#S M[%/@#)8O8!;8+6N0G1"33_LNGK[825^(_RNBUBV.1=,BF-(#1$UIZ]"(R-#X M98BCQU:G.)-92/;M8?UUPJ(6R!PB$]E82*;FL/X[N.CV.W_"%^IYY"7D-L@C M$\'M-0^MZZ%0)A?288S(-87>Q/X\C`-[CP,^[$,*0KC'OM5_FR<^_S*]@$A) M2T_;+4)R+L+1?B+S8%[641%@!\!K&UI*(X$T<#VS.?Z6KRA"'[<_ZGO-,"P& MLPFP?YE6&]8AWM2_\+A;"5^06L.:7X;,,KQ^#/)_Y;`!1@\*96>@56@]VD&C MG:\7@`5X-\*2!T"O')@9F+`O)H@I!\%O(`+O&CX*1\W41-VGLQ&Q/=C/8YT! MW&\4GBHL%)^J:ORF7B0H3F#'#/AWK)3#;C;.H]YQN0(<=&VIO/5C/(":V@5O:YPA3&U+3B')AWW$ZXANA78G*PL_9AZR@]L*$/ M$9\[;'98T:)X(C41%Z\-CUU*DX,/V3E4^]FK?QELV!RT)'"G7,U$G5S\\Q`M M*$^`C(NL>0U>-PJ9XYSK>R@H*`,'"(!H&MSF`X&LD:T;PI"]ZV7$!_K'JR>: MVIC;FUU-CPF/3-6?'35Q5OQ59%6?&"/U;I6$(2%$"9`B(`$DA">\D@(PR/XX`T2Q!=J#VO7!;M6 MJO6MU>W9VM5UC;C>2;]T=[\AMK:GGOEOSGSWWM]W?[_?O9.OR\QBT]1;-+'* MUU-@[.6;#?=N@Y\)K8O`*L,RA`*03[@!)L2]T`%%F M$F"#0YR?*K.ZELI=48)BVQQJWLSR44>Y,[$-`P0'P0@>( M<3!@$OA.Z.F&RDY>F`"$$_3.!4#1[3:7C^)FGD6WB'%'4.&ZM$`#/G^7HML@ MJ1;8KB.E>)%N(E\F6D0F98-`/FP\H[,-Y'H%26:@%ZZBRD[N7?P4!?GZ#E3VZ>$5[X,F=3HN5>^4_Q:PCKL%$F0T7'5 MWM!)PF?78#WX@0K-`QG:PZ$&DK;QU)7[MPEH=.L#6TVNE4\3L( M52204S=OB$?CE>AWI@('!P44!!AN&:W:RA"_!LA0D>&[LY(QQ@!((MLJ374L M*$F0[TN?:^4:R7SP)]P'2+J#IP;T]MP_2'6%J;)7X+I2>;&3&@?1F#5GGR^W7L6S_%?H<*UF4LS,--;Q6H M\,+4RJ\82*!@BN$KHSVK(M`/WZ6V&P9JH+U[0@N0XL0'V_;1HFL#/%6@,@UY M7E]K#&+06]0G[ZJ6HEG^0,`R*(%I`_]DZ2`&^S1%G%[#A0V!//ZADA9A-/B=L7#P(36TS]Q;Q'H$6'JQ M$!_JXZE;/U/*6WA0MFB[Q/_A0^%..32+?8I+EHJKQ?C3;IZZH:_4AC/NCZEU M&=ID]H^-MY1W*\ZY>(<+,@3!L&0 MR,3L2D1JM)F%+=2/<3MYZKR^?D_HL[Z%2KC;,>XB7?4%!E93^^K^,XEHB[D_ M.8Y)23-&25H^(U"1AAU=R[]$6BCTQ&A\2'TE$HA/A M&)X;J)TG/>2@.Y]3+Y$7VZGCL)A((I%/Y(H\-%T9I"GHYL1XZEICZ7FI5P>? MH9#UBC5.N6M8BA5-HC^YS2A=-!-H(T]>RJO+P<5/I]`H=<;;>ER>3J`6%ZKK M'S.BOYD"L_LP82&A5/R<,+O7DL&9'HB8FBN*5'NO2-VX9B\9*/8P(UOMFH3- M#.>;UTL?<:V3$NIXS,D#.8ABT%T#Y:;%%`*]S9/=U?H-#LZ]ZD6)&6QOO+C2 M?82PB0TDC&TI&BB5$N"MY;\=,OP7(X8!*8^&*UHJ"IEZ8:D#^:"9B3-O5J05F7H*`WA5@YL&?PW"M M0?,4L\R139LZTRQ1I[)M7C"J"@*&(9'Y!:JQ2(-1L0'WDMAC'Q!SKX)W+##* MJEI3@85#]UQG%"/@-'B!QN!&0">`1@+-C0P;<'1`NP047T*F!-0U35!L-2?7 MI.Q'6Z'$]V0Y>-N!82``!=?-9=%!DK[!4Q?V6+.?:5*]0&I2DT"%%&4)?V-@ M`]5OAFQTEH#Y)/W`'2W>41S<6WK:`3[YR`_CGFX(-&)7CL9-:^)X-S@FUL(SDB'/%? M/;+:.HAQ0DS=;X/$]8(BL%`GG&?$LD\I&'U`@T;7<78R%\((]UDR%X41=CR) MZO<+,%KYJ3N?7)2OFBVQ^P@ED:U7=`FR82?\T"MW2>L;RN#)"WGVM(D,:J`6 M9,5FIK";=D7N#%6BQ2;@!CFX*+G9-)_#4,4.-SC$;C.ZCOE82DL0S39#+<]L0L_GZ>_/L@ M*296>%M^>]XV1IT3GZ-FT7CT+?*%[XB,0[IZ&]-QU-R,0];RU&FC-;R^<.$`,.8QD M-]'V=G\_*_D9K+T.L5_`>Y9#U98395X_>6BY:[G<]IMIQGU&.IVJ':BM4P2I%1780%=D7T9"$),2$ M)21D(<@6'CM(P@ZRN"#*YLX?^\ M<[[O_G[W?MOO$TM$@E0&\1"S_S+/]UEF>RW5TJ@;TF&D43&XI*K3O$`KL!Q8 MYX;6HKU>*Q3RP'QW,>U"1GY1[+ M5;`X985H&3S"RS;EU)11EA.ZL_:KMXO!F7Q.;2?DB@+=T!:P62U8;N_CEVO` M6IV\ZC:%QQA"YVPN=R13UL609 MH\I.EF?0L:FM`UC$=92-P97G&2SAHLALA5PII%.US4[%#LR.MS;WLUX M&_L+JNG*5MU@/^ND;+,MO`XW<*=%+A-6*'I,S.!=;XJ\6#A>W4;_O6O)G_RD M.`K@B(^IDUTO)6-?'CX/=UZ&GG.O=D.`WML%R M1RG0%95JB^C36F$*BV][V\9K=CAQ=X'M([B&#$F(C?:FUV^=QE)WZ=/6[F%C M9DHQ6Y11E%&5WJ1W;]%7UC10U?+6E#JF\D@4%T?C5<+1WN`\7VV_/_/74Y`_ M@FD/:2MMO[&\(6Z>A2(KT0G_\8*,RXDYNI_V\QZ#R^&BFX-C`X-)VXZS1"I< MBA0!R1=%PL:AGLKO; MC`6U/[]0S2-2AVO.5IZK0L8+H;9ZTWZ=]\,MC M+!SG0U>%S]!J^B_H?7^T$WTTO1%O-4LNP46MI2RZ#U>1CRM[S*/TO5+?\.,L MUC*<;6D;W&]Q^,FZ`%ZS!9'(&3KRNXU#H\R`\?-^NK;!U-RQS[P'^6K1EWO8 MC4D/T`W^)DFVGYJ101,'_JPO:+I*P1O0"3BAU(OPC]/[A7#E"9C88[2X6&ZE M/O2Z`D/NFBW$I`=QRN/Y6K*ENJZUF\&_`\IZ[7=JQTG-H":*"MJV#[W+8`O$ MC^MM98G)Z!&;#WFCIZ%KMA)1:1FJ+[9]EO[D'D,\\(#?G"5[-@%IIKY8B`T] MN(,9Q?'TYI7A:.&NCLC+Z2QQI\[32RN74&E-Q\QRAICR"(F+.(`QIO:]F(.? MCD&>)6O2P\@0,]\BLHB7H@LW-%"UO7VU>J:H2U5.C_W4`]\YGUVC;&"=\//0 M(V_B?<<*_:W$C$W*D:$E2B.>N.&@MP`N1,Y?AR6%QK])1\-_TS%J/L2&MR%^ MG02V*'/WYN)'2^9`F%%LO$O!/'"NKX=KID?K8WQ9%`8VB55A*FP1#YR\,+!S MV:@(_N&%R]]>?&(E7N*M1,GQMQ:JJK">A2#?$"P.$0=+W&5`;S+I*^C*FH(` M%LG`9Y*\G6J&<+MF^S?>),4525TM]?7-EHR&E'A9$A[U7BBUPS95/C)_]-/Y MHZ%#%+E1NSN4B5->B:;%0ID@]JQX`))]/\)W65LD4!F"1<&9P5)W*=!S;[$( M-PF\\'\A,/<-'/2NP(_VP$K49.=2 MS`A M(#`N6:-WLZT#^;BB;$&2H*RP-Q55HC/1/472*/:U$.S-T?@JF/F'?&5G\MQ* M=-=]"!4 M[.7_]5$ATZ]([M].[SV0%!7`3H%<3'8F4A(ABY`[2H"^N/1-'';,YZBK23GJ MI'R)6M>NU/HM\*X([)GT>'KC^]@,W> M1XM]#X6P3BBE&NYJLSERV5='9"':7X?+@Z7A,OL(2PIU9;0G0;) M09:8L:K)DT5CEBX:.AG1)P*T9:TX,3#B5(,=NPKNOFK[P)(O,<^>LOC,]T;NS#S3^:395T8._O#< MKSS[NLNTE;@Z;27W2-6!2AR`7`Z$Z!,*)RC"!#-`V^GSC0QQM;$TOI-NK*@Y MT2ZJ2SB4(/*)8#5/YF==$']?C2OL/Y>7[T]05QG$:O/_4 M&4T,"2W=5$O;R:8J_J#[UE<&B#]ATJTW6U6T4LVXNP`?DB]-FJZ&:_J]LAP9 MY^`1WG2*N2-[364<>QFW,I5VJ^V,T&2LL=3P!;8?5`/D?=RV,>L M_JUA,CSMC<>%1(+:QGADBC5?.7M)O:&FI?M-Z%--UX=*4E%=TOL,(AUU#=H: MN8I=./?$F\):Z**D@$/KX:*#'4,>0<,'1:;?U>_0:L9W/<+BT,=II2%/>Q?O M[XJ<[S9`)OPR=,L?&DLRK\YO@ED3O*_I!A:WI**?27Z1&7+VMS=PK0YC6[WP M-JY_%RH)\CJZP]R%:,>HC^3_7&0FG=WV"4SEXB-9Q9"Y#]B+W'#$&TF>OEMD MHG*@I?\(\/B?K!.JS^KG.WW=P^322\#^%VZC*E2//<`'O,%XR``"/-8F?,$! M_RJ-(64"8B9B9;JSZ%@JS-W3>YT]K2)GLK57)PM9L<:<4HQ*^4V<"0>S'L"R M0&\LEE!6:7B3R)QU15PFKLUAV_..8+YP[/LP-Q#UA(F@,I$957K:.S*4JNG M-XK'JOAY"O.X:X MF&XNE(KR@->?]%([3CNJ5_-8H&$0Y5`:_I>1\%(J3-_P>\?N\2#0N.]9#B6B MY81J\M%.D-W-&=-_L*7LP!.TDYA><&X0E@]SYQM5E0?%7G1E(J="PYC*2KS',I[41*2D8, M#,?C#Y,#>X`=^`[ED[RQX._S=[D'G_0VUE>*I67CUG-^GZ)T"(JW0_'P?K_3 M9CY=4G#4P$K@,+]`?/KB:\^5/!6?*WDJ$B4HVS(%*P)G-,CN@_?Z@)[*N#0' M.V_#DI\@=XZ=F85:Y-%?<[J4$@X[F%+%?2A)07D:<\BGN!/JQNO']][,N:V.79K@?"X?W"3B?!LJLGZ3C(\W[BYK+#QM*:<1) M>BC$.:2)*<1%>#U.SH6P/LD74$A(?0,4"@=6XLV8Q6OP)IR'65@#FV$+`8_7 M82M9O4KV\X1TB[JX7L6F(#2X:=`"ST2%L:BH*`@E:AK^4D$-`5CA?FEXZ<++ M2,J$1?W_`P!/(1QM"F5N9'-T7!E("]4>7!E M,4,@/CX@#7-T%`:9I5WI,SP1\!L2!5805 M#1)1Q`$13/E`Q1$&=I1AH`=Y1&"#RD-G0++L1@5='PP@"A)!(RH:-6JB^"!H M?"1&W9C-NO&15*S:T^.9RFY#=K?\N75OG;IUJK[[G>^[Y]Y+$AXR@B1)]8*% MGFYV98A3RK8"PP98;J=+-S MK,-IU15R`8,TT6H[!.9\W2&OB29(:1!*&>$M(_P\B<#11*P' M$2\C$N5$JIQ83A!6@F@AB%F2:80'01-SB1*B@WA(`#F:M)"MY"M9NNR`S"5/ MDU=Z^'B4>=Q5&!5]E(:JHU[29OJNTD^Y4OFU9Y#G-L\?1LP:T34R?&2'E]YK M@]>WWM.\+ZD6J_I\8GQV^7SGF^+;[F?U&U2/52]2_\@L9_8SK_RS_=M93];. M[AJUS!VFDB8^`!$>XS28IOX*#/-N,,G,WF<@LE[$V7907`4U]TGNY=B5V98E MAA,;VOCM];7UFAU_K/A#ZN]2K,5:"8[1KI_)$Z"0PR57`KM80"/Z8B\7U89K MH13]^#;ZK4O+!L')P<7^XP\^Y?\+@5@)TXK1['DG&,$7>KEOK+`62\&/M]+/ MDD_/02>'%Q>D1Z;R4IV5,(V$*3?D%S">_3\+@[=!21Z':CGT0`^+U:B$:DK: MJAQFDD=AIOSHH"1R15?6J9-'NDZ=,'6O2,O.6,6KRMM<`6UD,X3#&`B7PR`( M[/R-"ZH*^:*J][.S-$O>ZX<@+930#^R@OGYJ[R(,YO$DCF1QY7,<"_Z@^RM$ M03QL1B]0!HY'=1#6\RI[LRNDB(0DF"@7DYK9B1M;KVO%Z^_16(^D(I_>T=FY M?:>FVYXN:-TLG5B3B4H';Q-'TBH[!(B)0)%P%L;(10&R61LUS[JQXDT-!E,0 M`:$*H("TWSG`00CZ'$[$-Y-Q0DH1WT8]_.CR!_LU/S=-L.((],;1&(&SM07B M5%I5=EJ\<5\-73`^!BAFX**XAVUN//S9@(9Y=*LC/5D?):25:M^CF8$[^>!G MQ``N;$EN&I]H>3Y=L\Y2L-8PF/NU)-`;5*"[O?IF]`$M\^AX:[?S+O?DG6/! M.&)6F"%74@P-*`>Y&%>D_LM1,$$04RSJH8$5XV;04]!+JF=F.`8J40$.FNF5 MG!M',\4P]@K(:5PS"DT49,!)12VEVO2YN!D84O2\)X=)X@D6#E(?`Z/`V]1; M^/QFU9VJZY:`LP7GEB5Q4?/7FWE#RK=S-:N+UUE3KN7F%/$=D&8['$V: M@::W<:Q6M;=0[((WR%WB:KF8[XIDW5.I=!043NK1OM/V%@UD4+C"W:7X@5*5 M'W+Y'U"W@3?*@)7Z1HL!,))YPMR":/$V>[2CI^_+QCE+%THO6@Y?48]>%Y]P MST'&XM3XB-#(_J3;1BWS)+XP,A-)#F4_+0("@OY^#_R>+/ABVAF>^>[\[OM= MCSCFUH6,QQC",T_0T]W&WMI[L+V7O['JZNHH+M^N#T^P7+O)JQH*84]O?@O\ MTJIN@1#)ES"F[V`Y"])E"X3%D,!)':V]$(;Q)ISU+L_2?7-%R5YR33=NRH7/5/]$F[A]MI5!P]UIBRLSO;@H0(-U) MFVO3ZHYP34U'VV[RL)[:N>[0[#QN;@+NTNP;>9_\!U3]AM4*US>X4 M#D%_.[2T"T[U2Y@*>HA"'F*87-@%3]EVBEE_M>9Q*09Q2>7A*#.6-/7RHL-C MO\/1*3[D\.\@^B!,CG'+7.`AA M0R-C+#,U.=&--XW:K/[*IY]Q,+,;)L-XH!ZBY]3#O!/*\RBA8F-A7OZLOC`- M9N%8U&,Z+@0U1D(9^-^[\N#6L'W"8?%EIR3PF?0(_!EBF9R=HV"`@OH&J0?T M8.`@5`^QV,'C18K9)=#=U<>W)''N"CJK*-?`,SFP1;S.[MNZU=FO@9C]:-;C MIM\N0(^TC;M[M,,6'H0SG7"H<]C""(AH`/MQ+531+\Y8T&^[M@6^SZ=*T7=I?K!#":7TQ[NW MG0?-H("!^R7%*]U?4JHE4D-<>(UPLA/H9N8%\V"(\&3-T=<)!7`[Z;BZC-IK M')31H&Z*C?I0ZX3O!:IL1ND<]*U5,B]^99'N;ZLA:!_?+)'T4RJ@BSO`X13I M#O5'$`>?@#[+R8BNZJ'OX:E`_9OK*HV*ZCS#F4/N_3!IT,-U%.\T]Q(3<:MM M351,-(>(.UAP031&K%9%B##@P,`HFR+#S#`+JX`L@\"%(<.NLJL)H+$63%BL M)XEH!9>8UKH0V_=.ONEIOXNDIZ=_9[Z9]WF>]WV>[_T&=+4&?W8VVIL0^1[> MH@7S$'QTCGAA#L>\F&P0__\-BL`<"=:/L2^\BM>"A6?$,5#8ZKMX8-#M2LNU M'(Y4)=RZ.\$NR/Y!F&EAF8O#*,B#<\(RK[*B!O6W6UHMG(`?J5";OH,0Q?NQ M%O:CZQWF-NGS!RK4HFLU^$D";#Z<'IQ&!'@@H.#LT,P_LG`,M/@8"@C5!4O" M/$)NN-HH.&A!!A0I)-*"/"ASOZ5/*O1UEZG33/YP7(4Z])V3BA[0;9=,-([< M%M8Y]@@R"[Q]6_IA#,DM_$)%7S:T9:QGG5^@".,VOZB$TR6L!(^ MZKKP(MM5P"TJ-*PKU,:RFM34Z&@.1V(E!9^BT7IS3R8!^E`">OZ_I@K23C*? M4`YVHFH!_'`\5:S)34EF$X[J`PSDP'WT*%B@SJWBQPT( M/Q5]*'Q(11<6Z]?U\DR[4XDV1J4%IG$38^_PJ),UD)G_)ZQU$6Q$H?"?#R'K&?[8#[,@5!0DD7Q M3;R=G_"KO0%Z&XA?GY*I_H#DZV.">4R@U^5IS",L!"#P,%TR]36ZWFK/'VH@ M28?]BE9PY-YF1E3HBW2[WIMU!J!M243":3:OK'ASD M8>'9Y^0R]65_1CO))@%/_P;/AZ6?<&3?\!V"G<9\1?_%O*I!'C]UG/M9$)[1 M_*\FY.RD+-S$I76^%BY*&072\N4//LP(P5PC/I;;L\SY/8I;Y_=ZX1D[U'AF M!B_ZXQORE$13:1*/0Z"9ZBX9M\-4EAF!E3@L=RU1@KA+9SCEBL+,:P7Y\G8)]M)LG:2!K=V^HB0<9"9#7-W_&W!I9/*_$ MQAJZ.#.K](R]/?RO"MC4!V_<`YG/E?`2'L^]03$WO%LTY=UL?\]GG\-K5S%: M6\I)IA+_72NKJX;MA'J0S44DMEZ5%6.^RXJ5:$`WGEZ&E[C6T`8(H9R/:3T. MH6KH,E@RGC68Z>JL1-XQ!E]IUAUDUC47'#)!]G=X#VZVN3BV2%$3K:)'=07A M`63G1_X&O(CTXATC<)MWR,@]ZM54&;Q:/(?Q*55CK06YK_P_:-L75 M,6OW1;ZE_?3]+UD81M#Z&MT!-O[XD=18#C/X M-IX)`]0)(;[%RC97&/\D.?J^"K6F%>FK`B'/^3?XM>!N_2F8;*X4*&Z8:$'GH*OD$/X=?@7IS339SHW2JDT2^ M]M2)DD\@S/G$PT:#GQA&Y="PTADFQ<=N\4E!4WEE@V76Q$R6Q8G3))H^+HXU M$A:+BF[3VS(BV&BCD3CH76X!+*!22O79A6Q-F?%+B>,34L!0HCH3`;MPFP=> MC8\<"@E/#T\GZY9%0&&6D,P&UII?<0=NF8$ M%&5.,`??QG[0Z$&>2BIK]<-<5PG-1.K;I=0/G&QKI[[)<("-/AR4=ES2Y7?D M891(G2Q.$(I86T'V`$%S3X4NZ2OW9J6"/[[K@>>BY3&&=5)X/B7W?([:?(>% M30BV05]9;4VFE;!.ZO,?$J?7N@O@A1F8!:[`,0>8.C&R3W[B!*77ZS-T"K71 MFLW#:?3#NZVDZK1-`9O6=QL+/B]J+N7.1N:>88LKRAK_?#IT)^>+F%@\>R]F M]K_-^ER+Z*HU)3D<6[ M>2;5BG.Z87VE;!AX\(:Y+B4.3WECFE6WFW7^6("^ZZ7V='2EV!7P_M?D6'+8S,"CYDHT\7J.2OA)G MV64"O`7N,,V%O)QD\NB8(\JMB@\#1L"S/0>F?EM4E1JYW;BK-_>JL6_8NVG- M(CP[@&PB4T??@NG?73_7WR%A[%57B*_U$I1$JWD$)<]<8!)%>ZM\J]E04\V* MP_AP#.K1G^\[-VVVYD;.#S&)UTKR3#"M MR)5\L>M[^?'0S2$KC##CRN/3#X9ZRP,R.`GU,`0VP1().`\L3'6!Y=`@!ZZ^ MO*FA4*7.YG(CC3M,$:X_XL7R6$W8[SK!MJ=QVELW:F-;%&B0)I5:QH,!AIC180 M!%E@705=$7RQ+`(%=X4%%F9XR4,>\EAF@65ABU5<'T``@Y54JP9+8VS5VF*J MUK2Q-3U#+XF]L[:_FF8R,YE[YY[[G>_<>\YWQP@9>[K)45/^J!-2A_,@)3/3(V)R94Z%7XG-&A=2/^.B2-L M,5(^#=8:-R9MI6-Z6!4H^89Y0O3 M%MYS(W^4=])=9UJ:GW-UM[)D_C9X17U5<6OL:VZ59KLE9&NX^=IMQOM=3A`5-Z7E"@244&&Q MM]'0@JI=`^=&^*C##"Y$^W*S#UA(OQ%Y3U-DC@#A6_!37`,__#X)]A.H$JBD M\GRK@Q;G27:_,#>8-32^C.*R+;H\,BX?*?UQC#A%R6=HNY,ON9P]%US)GVLU M!W2[&;?%*2]AYDT"UVWIA,/.BI-XNQX-E,:;6()/;](ENLUXPP:WBSI!,?[: M0^F>OT@Y,'5%H&)YSF&CH1R1\B?Y&J$Y'*YANG/2KOBKUNP*T^>RQ3+EP!T< MJ4?VHG9+C`11;2@\4$!LFP645&XF+I"Q+:CJW*#K"KXF%2I7\^EJHM)?Q[ZAW\";N(U,.5%L9?P7\HY!#>LNVY8 MJ[4$"D.@7'1#.5=0E^]FZS]1(/__;QQR'>)Z:0LLA0"2%2`8LBB05?PZ,78Z M'*_$ROS5F]=Q?\`,!B]=@!?\2.H("XLF81;)8^R*EW@A9C_$"%/2?N($&(4E MJQX1V`\(Y#KH%ZA/RXP-8[32#A'HFPO6!D8YUET2?E4U6-_7+N2,A&[1A*5F M2&36W<,1>M15)!3&2A[$&HI2)#*;I1-"KE,,[%'8;.F_`?.+UJJZQQA,QX?=Q^`AL[V64DZ.7M)M:R>Y]8!R'ORY(2=(#KHJ[ MJ16P/DT6NERS*UKC=60(WT49?/D:F*%ZW'O;U MDLCEWDAM$QE!<>/?R!$M['11&M[4=):&:9R@1TY2[Z)HHNMZ469F6MI>552) MJY.%GW&X'O69JXR)-!'JFYR;7]R\U&>S2^DL<[2YGHY1\;Z@:!23 ML"_X2B5=3"9BOIXE+HG,+C!=E,*(X*@6V>>593>PTM=/#MI8R`R_3( M5E3!G4JO-'9ML^X`.>[WR8KV-)C3PI)5QL)3%6QY644UW63JT805[,Q-Z4BX M\;1U%-X>9&"9^%[SX.E2*REG\,GCF9QH\0!A=H!H>8R\'V8.@;S6U`3+K!!D M_7-(T3X._M\]_P%4X\JA8?&-3`K41)'[DV<DG1V: M33[EA*]`6`MRPEP`N>9B%J_%@5A.3JW^+%XG&JC+Q25%>VE_L;OO,GTKVKZ-P3MD MH#!0O;)>V['PA!QM/+M?YIW9/!78@+-/R:#UY+2A#.76B]$UH*GWPH=X45\% M\[@Y3&M(UL)7\CG`SN7EWJ)E_I0O]3?G"?V7"F5N9'-T7IZ>GM[>WQ\?'U]?7Y^?G]_?X"` M@(&!@8*"@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/ MCY"0D)&1D9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYR MGI^?GZ"@H*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VM MK:ZNKJ^OK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\ MO+V]O;Z^OK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GI MZ>KJZNOKZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX M^/GY^?KZ^OO[^_S\_/W]_?[^_O___P(,`)EB?I`*96YD7!E(#`@+T1O;6%I;B!;(#`@,2!= M("]286YG92!;(#`@,2!=("]":71S4&5R4V%M<&QE(#@@+U-I>F4@6R`R-38@ M72`-+TQE;F=T:"`R-S$@+T9I;'1E7V!A8F-D969G:&EJ:VQM;F]P<7)S='5V=WAY>GM\ M?7Y_@(&"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@H:*CI*6FIZBI MJJNLK:ZOL+&RL[2UMK>XN;J[O+V^O\#!PL/$Q<;'R,G*R\S-SL_0T=+3U-76 MU]C9VMOKK[.WN[_#Q\O/T]?;W^/GZ^_S]_O\"#`"M M]G^!"F5N9'-T'0@72`-+T9O;G0@/#P@+T8R(#7-I'1'4W1A=&4@/#P@+T=3,2`X-2`P(%(@/CX@#3X^(`UE;F1O M8FH-.2`P(&]B:@T\/"`O3&5N9W1H(#,S,S,X(#X^(`US=')E86T-"C$@9PHO M1U,Q(&=S"C$@:2`*,3@N,C$@-S"!-;VYT:',@16YD M960I751*"BTS-RXQ,#$V("TQ+C$R.3(@5$0*,"XY-#,W(%1C"B@@("E4:@HS M-RXQ,#$V(#`@5$0*,"!48PI;*"`I+3@Q-S`N-"A*=6YE(#,P+"DM-S,T-2XV M*"`I+3@R,S4H2G5N92`S,"PI751*"BTS-RXQ,#$V("TQ+C$R.3(@5$0*,"XY M-#,W(%1C"B@@("E4:@HS-RXQ,#$V(#`@5$0*,"!48PHT+C`W,S$@5'<*6R@@ M,C`P,BDM,S(R-BXT*"`R,#`Q*2TS,C(V+C0H("DM,S(N,R@R,#`R*2TS,C(V M+C0H("DM-C0N-B@R,#`Q*5U42@HM,S&5S*2TR,C`X,"@@("DM,3`W,2XV*#$V+#@V M."DM,3(N-"@@*2TU-S$N-2@@("DM,3`W,2XV*#,P+#2P@<&QA;G0@86YD(&5Q=6EP;65N="DM,38S M.3,N."@@*2TQ,C(V+C,H("DM,32P@<&QA;G0@ M86YD(&5Q=6EP;65N="P@;F5T*51J"D54"C`N.3,T(&<*,S4T+CDS(#0X.2XT M-2`Q-"XV-"`M,3$N,#0@6%B;&4I+3$Y.#DP*"`D*2TQ,C8R M+C$H-3DL-C@R*2TQ,BXT*"`I.32E4:@I%5`HP+CDS-"!G"C,U-"XY,R`R,CDN-S<@,30N-C0@ M+3$Q+C`T(')E"F8*0E0*,3`N,#2!S=&]C:RP@870@8V]S="E4:@I%5`HP+CDS-"!G"C,U-"XY,R`Q.30N M,#$@,30N-C0@+3$Q+C`T(')E"F8*0E0*,3`N,#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B M:@TQ-"`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT M(#P\("]&,B`W.2`P(%(@+T8Q,B`U."`P(%(@+T8Q,R`U.2`P(%(@/CX@#2]% M>'1'4W1A=&4@/#P@+T=3,2`X-2`P(%(@/CX@#3X^(`UE;F1O8FH-,34@,"!O M8FH-/#P@+TQE;F=T:"`R,C8U-B`^/B`-"!- M;VYT:',@16YD960I751*"BTT.2XW,38Q("TQ+C$R.3(@5$0*,2XP-S(X(%1C M"BTP+C`P,#$@5'<**"`@("`I5&H*-#DN-S$V,2`P(%1$"C`@5&,*.2XV-30U M(%1W"ELH($IU;F4@*3DV-30N-2@S,"PI751*"BTT.2XW,38Q("TQ+C$R.3(@ M5$0*,2XP-S(X(%1C"BTP+C`P,#$@5'<**"`@("`I5&H*-#DN-S$V,2`P(%1$ M"C`@5&,*-"XX-#F%T:6]N*2TR,C4W."XU*"`@*2TQ,S4W+C,H,C`L-3,P*2TQ,BXT M*"`I+3$P-#"!B96YE M9FET(&]F('-T;V-K(&]P=&EO;G,I+3(S-3(Q+C0H("DM-S(V+C,H("DM,C`X M,RXV*#$T+#(Y-"DM,3(N-"@@*2TQ-S2!A;F0@97%U:7!M96YT*2TQ.36UE;G1S(&]N M(&QO;F2!S=&]C:R!R96QA=&5D('1O('-T;V-K(&]P=&EO M;B!E>&5R8VES97,I5&H*150*,"XY,S0@9PHT,#DN-#$@,CDV+C0Y(#DN-B`M M,3$N,#0@"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TQ M-R`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\ M("]&,B`W.2`P(%(@+T8Q,B`U."`P(%(@+T8Q,R`U.2`P(%(@/CX@#2]%>'1' M4W1A=&4@/#P@+T=3,2`X-2`P(%(@/CX@#3X^(`UE;F1O8FH-,3@@,"!O8FH- M/#P@+TQE;F=T:"`X.#4Q(#X^(`US=')E86T-"C$@9PHO1U,Q(&=S"C$@:2`* M,3@N,C$@-S2E4:@HO1C(@,2!49@HV+C4R-C0@,"!41`HHDBE4:@HO1C$R(#$@5&8*,"XS M,S,@,"!41`HH'!E;G-E2!A M<'!R;W9A;"P@8F%S960@;VX@;6%N86=E;65N="E4:@HO1C(@,2!49@HT-RXT M-3DW(#`@5$0**)(I5&H*+T8Q,B`Q(%1F"C`N,S,S(#`@5$0**',@:G5D9VUE M;G0@;V8@*51J"BTT-RXW.3(W("TQ+C$Q.3(@5$0**'!R;V)A8FQE(&9U='5R M92!C;VUM97)C:6%L:7IA=&EO;BX@0FEO9V5N('=O=6QD(&)E(')E<75I2!C87!I=&%L:7IE9"!C;W-TF5D(&EN=F5N=&]R>2!R96QA M=&5D('1O($%-159)5D4I5&H*+T8R(#$@5&8*,S,N,34W(#`@5$0***XI5&H* M+T8Q,B`Q(%1F"C`N-S4Y.2`P(%1$"B@@7"AA;&5F86-E<'1<*2P@=VAI8V@@ M:&%S(&YO="!Y970@2`I5&H*+3,S+CDQ-CD@ M+3$N,3$Y,B!41`HH87!P2X@*51J"C`@+3(N-3(T(%1$"BA" M:6]G96X@=W)I=&5S(&1O=VX@;V)S;VQE=&4@;W(@;W1H97)W:7-E('5N;6%R M:V5T86)L92!I;G9E;G1O2!H87,@;F]T(&AA9"!A;GD@;6%T97)I86P@=W)I=&4M9&]W*51J"C4S M+C`Y.3(@,"!41`HH;G,@;V8@*51J"BTU,RXP.3DR("TQ+C$Q.3(@5$0**&EN M=F5N=&]R>2!F;W(@=&AE('1HF5D(&]N M('1H92!B86QA;F-E('-H965T(&%T('1H96ER("E4:@HR-RXU-S0Q("TR+C4R M-"!41`HH-BE4:@I%5`IE;F1S=')E86T-96YD;V)J#3$Y(#`@;V)J#3P\(`TO M5'EP92`O4&%G92`-+U!A"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N M9&]B:@TR,"`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]& M;VYT(#P\("]&,B`W.2`P(%(@+T8Q,B`U."`P(%(@+T8Q,R`U.2`P(%(@/CX@ M#2]%>'1'4W1A=&4@/#P@+T=3,2`X-2`P(%(@/CX@#3X^(`UE;F1O8FH-,C$@ M,"!O8FH-/#P@+TQE;F=T:"`V.3(W(#X^(`US=')E86T-"C$@9PHO1U,Q(&=S M"C$@:2`*,3@N,C$@-S2!D971E'!E;G,I5&H*-3`N.3@U-"`P(%1$ M"BAE7"DN("E4:@HM-3`N.3@U-"`M,BXU,C0@5$0**$%S(&]F($IU;F4@,S`L M(#(P,#(L('1H92!#;VUP86YY(&AA9"`D,3,N,R!M:6QL:6]N(&]U='-T86YD M:6YG('5N9&5R(&$@9FQO871I;F<@F5D M(&)Y(&]N92!O9B!T:&4@0V]M<&%N>2E4:@HO1C(@,2!49@HU,2XW,3(S(#`@ M5$0**)(I5&H*+T8Q,B`Q(%1F"C`N,S,S(#`@5$0**',@*51J"BTU,BXP-#4S M("TQ+C$Q.3(@5$0**&QA8F]R871O&EM871E;'D@)#,N-R!M:6QL:6]N(&%N M9"`D,RXS(&UI;&QI;VX@870@2G5N92`S,"P@,C`P,B!A;F0@1&5C92E4:@HU M,BXT,S0R(#`@5$0**&UB97(@*51J"BTU,BXT,S0R("TQ+C$Q.3(@5$0**#,Q M+"`R,#`Q+"!R97-P96-T:79E;'DL(&%N9"!W87,@:6YC;'5D960@:6X@86-C M'!E;G-E2!D87ES('1O(&YI;F4@;6]N=&AS+B!4:&5S M92!C;VYTF5D('=I=&@@=&AE('5N9&5R;'EI;F<@:&5D9V4@=')A;G-A*51J"C4Q M+C0X,S,@,"!41`HH8W1I;VXN("E4:@HM-3$N-#@S,R`M,2XQ,3DR(%1$"BA4 M:&4@;F]T:6]N86P@2`D.3F5D(&QO M"!M;VYT:',@ M96YD960@2G5N92`S,"P@,C`P,2P@=&AE"!M;VYT:',@ M96YD960@2G5N92`S,"P@,C`P,B!A;F0@,C`P,2P@=&AE2`D,2XR(&UI;&QI;VX@ M86YD("0T-C@L,#`P(&]F(&QO"!M;VYT:',@96YD960@2G5N92`S,"P@,C`P,BP@2!R96-O9RE4:@HU,BXP-#`S(#`@5$0**&YI>F5D("E4 M:@HM-3(N,#0P,R`M,2XQ,3DR(%1$"BAA<'!R;WAI;6%T96QY("0T,#,L,#`P M(&%N9"`D,CDT+#`P,"!O9B!L;W-S97,@:6X@2!R979E;G5E(&9O M"!M;VYT M:',@96YD960@2G5N92`S,"P@,C`P,BP@2!R96-O9VYI>F5D("0S+C<@;6EL;&EO;B!A;F0@)#8N-R!M:6QL:6]N M(&]F(&=A:6YS(&EN('!R*51J"C4Q+CDS-3,@,"!41`HH;V1U8W0@*51J"BTU M,2XY,S4S("TQ+C$Q.3(@5$0**')E=F5N=64@9F]R('1H92!S971T;&5M96YT M(&]F(&-E2!R M96-O9VYI>F5D("0Y-S0L,#`P(&%N9"`D,2XX(&UI;&QI;VX@;V8@9V%I;G,@ M:6X@2!R979E;G5E(&9O"!M;VYT:',@96YD960@2G5N92`S,"P@,C`P,2P@ MF5D(&AO;&1I;F<@9V%I;G,@86YD M(&QO"!A;F0@8V5R=&%I;B!D97)I=F%T:79E(&EN"!M;VYT:',@ M*51J"E0J"BAE;F1E9"!*=6YE(#,P+"`R,#`R(&%N9"`R,#`Q('=A2X@ M*51J"C(W+C4W-#$@+3(N-3(T(%1$"B@W*51J"D54"F5N9'-T7!E("]086=E(`TO4&%R96YT(#8P(#`@4B`- M+U)E"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R(#2!S:&%R97,@9F]R(&=E M;F5R86P@8V]R<&]R871E('!U2!P=7)C:&%S960@,30U+#`P,"!S:&%R97,@=&AR;W5G:"!*=6YE M(#,P+"`I5&H*-3,N,#2`Q+C4@ M;6EL;&EO;B!S:&%R97,@;V8@:71S(&-O;6UO;B!S=&]C:R!U;F1E'!E;G-E*2TQ,38Y."XY*"`@*3$P-#'!E;G-E7"DI M5&H*150*,"XY,S0@9PHR-S@N.#4@,C`U+C(Y(#$X+C2P@;RE4 M:@HU,2XT,#8S(#`@5$0**&8@;&]S7!E("]086=E M(`TO4&%R96YT(#8P(#`@4B`-+U)E"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R M(#"!M;VYT:',@96YD M960@2G5N92`S,"P@,C`P,B!A;'-O(&EN8VQU9&5S*51J"C4Q+C8X,C,@,"!4 M1`HH(&$@*51J"BTU,2XV.#(S("TQ+C$Q.3(@5$0**"0R+C(@;6EL;&EO;B!W M2X@3W1H97(@:6YC;VUE M(%PH97AP96YS95PI(&9O"!M;VYT:',@96YD M960@2G5N92`S,"P@,C`P,2!I;F-L=61E2E4:@HO1C(@,2!49@HX+C@U.3(@,"!41`HHDBE4:@HO M1C$R(#$@5&8*,"XS,S,@,"!41`HH"!R871E M+"!A;F0@=&AE($-O;7!A;GD@97AP96-T"!,86)O M2!A;&QE9VEN9R!I;F9R:6YG96UE M;G0@8GD@0FEO9V5N(&]F($)E"E4:@HO1C(@,2!49@HQ.2XW-S,R(#`@ M5$0**)(I5&H*+T8Q,B`Q(%1F"C`N,S,S(#`@5$0**',@*51J"B]&,B`Q(%1F M"C`N-C,X.2`P(%1$"BB3*51J"B]&,3(@,2!49@HP+C0T-"`P(%1$"BA-8T-O M2!F:6QE9"!B>2!":6]G96XN($]N($%U9W5S="`Q."P@,3DY."P@0F5R;&5X M(&9I;&5D(&$@2`I5&H*+30X+C8R-#8@+3$N,3$Y M,B!41`HH:G5D9VUE;G0@;6]T:6]N"!P871E M;G1S+B`I5&H*+3(P+C@X-3$@+3$N,3$Y,B!41`HH0F5R;&5X(&AA6UE;G0@9G)O;2!":6]G96X@=&\@0F5R;&5X(&EF('1H92!#;W5R="!O M9B!!<'!E86QS('=E6UE;G0@=&\@0F5R M;&5X('=O=6QD*51J"C4P+C0V,S0@,"!41`HH(&)E("E4:@HM-3`N-#8S-"`M M,2XQ,3DR(%1$"B@D,C,P(&UI;&QI;VXN($%S('!A2!F:6QE9"!A;F]T:&5R(&]P<&]S:71I;VX@=VET:"!T:&4@3W!P;W-I M=&EO;B!$:79I7!E("]086=E(`TO4&%R96YT(#8R(#`@4B`-+U)E"!;(#`@,"`V,3(@ M-SDR(%T@#2]#'0@ M72`-+T9O;G0@/#P@+T8R(#2!C=7)R96YT;'D@9&5R:79E2!R96-O&ET(&]R($1I2!F M;W(@82!C;W-T(&%S&ET(&]R(&1I2!I2=S(&-O;6UI=&UE;G0@=&\@86X@ M97AI="!P;&%N+B!4:&4@<')O=FES:6]N&ET(&]R(&1I7!E("]086=E(`TO4&%R96YT(#8R M(#`@4B`-+U)E"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R(#2!C=7)R96YT;'D@9&5R:79E6%L=&EE2!T:&4@0V]M<&%N>2X@*51J"B]&,3,@,2!49@HM,3@N-C`W,R`M,BXU M.34U(%1$"BTP+C`P,#$@5&,*,"XP,#`Q(%1W"BA215-53%13($]&($]015)! M5$E/3E,I5&H*+T8Q,B`Q(%1F"C`@+3(N-32!R97!O"!M;VYT:',@96YD960@2G5N92`S,"P@,C`P,BP@ M=&AE($-O;7!A;GDI5&H*-3(N,3(Y,R`P(%1$"B@@*51J"BTU,BXQ,CDS("TQ M+C$Q.3(@5$0**')E<&]R=&5D(&YE="!I;F-O;64@;V8@)#$Q-2XU(&UI;&QI M;VX@;W(@)#`N-S8@<&5R(&1I;'5T960@&EM871E;'D@,R4N(%1O M=&%L(')E=F5N=65S(&9O2`Q,B4N("E4 M:@HP("TR+C4R-"!41`HH4')O9'5C="!R979E;G5E&EM871E;'D@,R4N M(%!R;V1U8W0@"!M;VYT:',@96YD960@2G5N M92`S,"P@,C`P,B!W97)E("0U,38N-2!M:6QL:6]N(&%S(&-O;7!A&EM871E;'D@,3(E+B!0&EM871E;'D@.3,E(&]F('1H92!#;VUP M86YY*51J"B]&,B`Q(%1F"C$X+C0V-S,@,"!41`HHDBE4:@HO1C$R(#$@5&8* M,"XS,S,@,"!41`HH"!M;VYT:',@96YD960@2G5N92`S,"P@,C`P,BX@4')O9'5C="!R979E M;G5E2E4:@HO1C(@,2!49@HR-2XW-#(W(#`@5$0**)(I5&H*+T8Q,B`Q(%1F"C`N M,S,S(#`@5$0**',@=&]T86P@2`D,S'!E8W1E9"!G2!A='1R:6)U=&%B;&4@=&\@:6YV96YT;W)Y(')E9'5C=&EO;G,@8GD@&EM871E;'D@)#2X@*51J"C`@+3(N-3(T(%1$"BA4:&4@0V]M<&%N M>2!F86-E&ES=&EN9R!A;F0@;F5W($U3('1R M96%T;65N=',@=&AA="!M87D@:6UP86-T("E4:@HP("TQ+C$Q.3(@5$0**'-A M;&5S(&]F($%63TY%6"X@0FEO9V5N(&5X<&5C=',@9G5T=7)E(&=R;W=T:"!I M;B!!5D].15@@2X@ M0FEO9V5N(&%L2E4:@HO1C(@,2!49@HY+C(W-C(@,"!41`HHDBE4:@HO1C$R(#$@5&8* M,"XS,S,@,"!41`HH6%L=&EE2`W)2!A6%L=&EE6%L='D@6%L=&EE"!M;VYT:',@96YD960@2G5N92`I5&H*-3$N.3`R M,R`P(%1$"B@S,"P@*51J"BTU,2XY,#(S("TQ+C$Q.3(@5$0**#(P,#(N(%)E M=F5N=65S(&9R;VT@2`W)2!F;W(@=&AE('1H6%L='D@2E4:@HO1C(@,2!49@HS M+C@X.#8@,"!41`HHDBE4:@HO1C$R(#$@5&8*,"XS,S,@,"!41`HH'!E M;G-E2`R.24N("E4:@HP("TR+C4R-"!41`HH0V]S="!O9B!R979E;G5E M2P@;V8@8V]S=',@2P@*51J"C4P+CDP.#0@,"!41`HH;V8@8V]S=',@*51J"BTU,"XY M,#@T("TQ+C$Q.3(@5$0**')E;&%T960@=&\@<')O9'5C="!R979E;G5E2P@;V8@8V]S=',@"!M;VYT M:',@96YD960@2G5N92`S,"P@,C`P,B!C;VUP87)E9"!T;R`X-R4@9F]R('1H M92!S86UE('!E6%L M='D@*51J"E0J"BAR979E;G5E(&EN8W)E87-E9"!T;R!A<'!R;WAI;6%T96QY M(#DT)2!F;W(@=&AE('1H6%L='D@&EM M871E;'D@.30E(&9O2!E>'!E8W1S('1H870@9W)O*51J M"C4S+CDU.3$@,"!41`HH2!R979E;G5E('=I;&P@9FQU8W1U871E(&EN('1H M92!F=71U2!T;R!A;B!I;F-R96%S M92!I;B!D979E;&]P;65N="!C;W-T&EM871E;'D@*51J"BTU+C,V.34@+3$N,3$Y,B!41`HH)#4N."!M M:6QL:6]N(&]F('-E=F5R86YC92!A;F0@;W1H97(@8F5N969I=',@2`I5&H*+34P+CDU.#0@+3$N,3$Y,B!41`HH2!A<'!R;W9A;"!T;R!M87)K970@04U%5DE612!I;B!T:&4@56YI M=&5D(%-T871E"!-;VYT:',@16YD960I751*"C`@ M+3$N,3(Y,B!41`I;*"`I+3(S-C4V+C,H("DM-3DT-"XS*$IU;F4@,S`L(#(P M,#(I+30U,30N-R@@*2TV,#`X+CDH2G5N92`S,"P@,C`P,BE=5$H*5"H*,C,N M-C4V,R!48PHH("`I5&H*150*,"XU(&<*,C@W+C(U(#8W-BXT,2`Q,#'!E;G-E7"DI5&H*150*,"XY,S0@9PHR-S,N M-3<@-C,R+C2!I M;G1E'!E;G-E'!E;G-E2`D,"XY(&UI M;&QI;VX@8V]M<&%R960@=&\@)#$N,2!M:6QL:6]N(&9O"!M;VYT:',@96YD960@ M2G5N92`S,"P@,C`P,B!W87,@87!P2`D,2XY(&UI;&PI5&H* M-3$N-C@S,R`P(%1$"BAI;VX@*51J"BTU,2XV.#,S("TQ+C$Q.3(@5$0**&-O M;7!A'!E;G-E7"D@9&5C2`D,3$N M-B!M:6QL:6]N(&9O"!M;VYT:',@96YD960@2G5N92`S,"P@,C`P,B!I&EM871E;'D@)#(N-2!M M:6QL:6]N(&9R;VT@=&AE('=R:71E9&]W;B!A;F0@2E4 M:@HO1C(@,2!49@HX+C@U.3(@,"!41`HHDBE4:@HO1C$R(#$@5&8*,"XS,S,@ M,"!41`HH"!R871E+"!A;F0@=&AE($-O;7!A M;GD@97AP96-T7!E("]086=E(`TO4&%R M96YT(#8R(#`@4B`-+U)E"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R(#"!M;VYT:"!P97)I;V0@96YD:6YG*51J"C4Q+C(Q-#0@,"!41`HH($IU M;F4@,S`L("E4:@HM-3$N,C$T-"`M,2XQ,3DR(%1$"B@R,#`R('=A"!B96YE M9FET2E4:@HO1C(@ M,2!49@HU+C,V,#4@,"!41`HHDBE4:@HO1C$R(#$@5&8*,"XS,S,@,"!41`HH M2!W:71H('1R96%S=7)Y('-H87)E65E('-T M;V-K(&]P=&EO;B!A;F0@"`I5&H*+34R+C,R,3,@+3$N,3$Y,B!4 M1`HH;6]N=&AS(&]F(#(P,#(@870@82!C;W-T(&]F("0X+C0@;6EL;&EO;BX@ M1'5R:6YG(#(P,#$L('1H92!#;VUP86YY(')E<'5R8VAA&EM M871E;'D@,2XU(&UI;&QI;VX@2`I5&H*+38N,#(V-2`M,2XQ,3DR M(%1$"BAC;VUP;&5T960@:6X@=&AE(&9I'!A;G-I;VX@;V8@:71S(%)E M2!O9F9I8V4@8G5I;&1I;F<@86YD(&%D9&ET:6]N86P@;6%N M=69A8W1U2X@5&AE'!E8W1E9"!T;R!B92!C;VUP;&5T960@8GD@=&AE M('-U;6UE2!I2!W97)E('!E;F1I;F<@9'5R:6YG('1H92!C=7)R96YT M('%U87)T97(N(%-E92!.;W1E(#@@;V8@=&AE($YO=&5S('1O('1H92!#;VYD M96YS*51J"C4R+C0P,S,@,"!41`HH960@*51J"BTU,BXT,#,S("TQ+C$Q.3(@ M5$0**$-O;G-O;&ED871E9"!&:6YA;F-I86P@4W1A=&5M96YT&ES=&EN9R!F=6YD2!M87D@2E4 M:@HO1C(@,2!49@HR-"XP-SDX(#`@5$0**)(I5&H*+T8Q,B`Q(%1F"C`N,S,S M(#`@5$0**',@9&5V96QO<&UE;G0@86-T:79I=&EE2!F;W(@82!C;W-T(&%S&ET(&]R(&1I2!I2E4:@HO1C(@,2!49@HQ,"XX.#8@,"!41`HHDBE4:@HO1C$R(#$@5&8* M,"XS,S,@,"!41`HH2!R97!O6%L='D@2!I;7!A8W0@0FEO9V5N*51J"B]&,B`Q(%1F"C$W+C$S M-30@,"!41`HHDBE4:@HO1C$R(#$@5&8*,"XS,S,@,"!41`HH7!E("]086=E(`TO4&%R96YT M(#8R(#`@4B`-+U)E"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R(#2!O8FQI9V%T:6]N M('1O('!U8FQI8VQY('5P9&%T92!A;GD@9F]R=V%R9"UL;V]K:6YG('-T871E M;65N=',N("E4:@HO1C$S(#$@5&8*,"`M,BXU.34U(%1$"BTP+C`P,#$@5&,* M,"XP,#`Q(%1W"BA$15!%3D1%3D-%($].($%63TY%6"E4:@HO1C8@,2!49@HQ M,RXR,C`X(#`@5$0*,"!48PHP(%1W"BBN*51J"B]&,3,@,2!49@HP+C2!P2!"97)L M97@@:6X@=&AE(%5N:71E9"!3=&%T97,@86YD('-O;&0@=6YD97(@=&AE(&YA M;64@;V8@0D54049%4D].*51J"B]&,B`Q(%1F"C,Q+C8X.3$@,"!41`HHKBE4 M:@HO1C$R(#$@5&8*,"XW-3DY(#`@5$0**"`I5&H*+34T+C`S.#$@+3$N,3$Y M,B!41`HH8GD@4V-H97)I;F<@02Y'+B!I;B!T:&4@154L($Y/5D%.5%)/3D4I M5&H*+T8R(#$@5&8*,3@N-3(S,R`P(%1$"BBN*51J"B]&,3(@,2!49@HP+C2`I5&H*5"H**&%L7-I2!2:6=H=',I5&H*+T8R(#$@5&8*,30N.38Y-B`P M(%1$"BB4*51J"B]&,3(@,2!49@HP+C0T-"`P(%1$"B@N("E4:@HO1C$S(#$@ M5&8*+3,X+C4W-S4@+3(N-3DU-2!41`HM,"XP,#`Q(%1C"C`N,#`P,2!4=PHH M4D]904Q462!2159%3E5%*51J"B]&,3(@,2!49@HP("TR+C4W,3<@5$0*,"!4 M8PHP(%1W"BA":6]G96X@2!R979E;G5E2X@4F]Y86QT>2!R M*51J"C0Y+C2!I;B!R96-E;G0@ M>65A6%L=&EE2!P87EM96YT&-L=7-I=F4@;&EC96YS M964L(&%G86EN6%L='D@<&%Y;65N=',@ M=&\@<')E+65M<'0@86YY('!O=&5N=&EA;"!C:&%L;&5N9V5S(&)Y(%-C:&5R M:6YG+5!L;W5G:"X@5&AE6%L='D@;V)L:6=A=&EO;B!B97EO;F0@=&AE(&5X M<&ER871I;VX@9&%T92!O9B!T:&4@.3`Q(%!A=&5N="!W87,@<&%R="!O9B!T M:&4@*51J"BTQ.2XY,3,R("TQ+C$Q.3(@5$0**'-E='1L96UE;G0@;V8@82!L M87=S=6ET(&)E='=E96X@0FEO9V5N(&%N9"!2;V-H92]'96YE;G1E8V@N($EN M(')E='5R;B!F;W(@4V-H97)I;F2!P=7)S M=64@:71S("E4:@HU,"XV-38T(#`@5$0**&-L86EM7!E("]0 M86=E(`TO4&%R96YT(#8R(#`@4B`-+U)E"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@ M+T8R(#6%L='D@&%M<&QE+"!P2`I M5&H*+30X+C'1E;G0@;V8@ M;6%J;W(@979E;G1S('-U8V@@87,@;F5W(&EN9&EC871I;VX@87!P2!I=',@;&EC96YS965S+"!I="!C86YN;W0@8F4@8V5R M=&%I;B!O9B!T:&4@=&EM*51J"C0Y+CDY,#4@,"!41`HH:6YG(&]R("E4:@HM M-#DN.3DP-2`M,2XQ,3DR(%1$"BAP;W1E;G1I86P@:6UP86-T(&]F(&9A8W1O M2!L:6-E;G-E97,N(%-E92`I M5&H*+T8R(#$@5&8*,C2!2:6=H=',N*51J"B]&,B`Q(%1F"C$U+C(Q.38@,"!41`HH ME"E4:@HO1C$R(#$@5&8*,"XT-#0@,"!41`HH("E4:@HM-#2!W:6QL(&%C:&EE=F4@82!P;W-I=&EV92!O=71C;VUE('=I=&@@'1E;G0@;V8@=&AE($-O M;7!A;GDI5&H*+T8R(#$@5&8*,32!C M;VUB:6YA=&EO;B!O9B!T:&5S92!F86-T;W)S('=I;&P@8F4@2!O M"!L87=S=6ET(')E9V%R9&EN9R!T:&4@*51J"B]&,B`Q(%1F"C,P M+CDY,S(@,"!41`HHDRE4:@HO1C$R(#$@5&8*,"XT-#0@,"!41`HH36-#;W)M M:6-K*51J"B]&,B`Q(%1F"C0N.#,R-B`P(%1$"BB4*51J"B]&,3(@,2!49@HP M+C0T-"`P(%1$"B@@<&%T96YT2E4:@HO M1C(@,2!49@HS+C@X.#8@,"!41`HHDBE4:@HO1C$R(#$@5&8*,"XS,S,@,"!4 M1`HHF%T:6]N(&]F(&]T:&5R('!R;V1U M8W1S(&9R;VT@:71S(')E2!A=71H;W)I=&EE2`R,RP@ M,C`P,BP@=&AE($1E2!D:7-P=71E'!A;G-I;VX@;V8@=&AE('!I*51J"C0Y+CDY,#4@,"!41`HH M<&5L:6YE(&UA>2`I5&H*+30Y+CDY,#4@+3$N,3$Y,B!41`HH:6YC;'5D92!I M;F-R96%S97,@:6X@2!T;R!S=6-C97-S9G5L;'D@9&5V96QO<"!A;F0@*51J"BTS M-RXT-C$V("TQ+C$Q.3(@5$0**&-O;6UEF4@04U%5DE612!A;F0@ M:71S(&]T:&5R('!O=&5N=&EA;"!P2!O9B!D2!S=&%N9&%R9',L('1O(&]B=&%I;B!R96EM8G5R2`I5&H*+34P+C,T-#0@+3$N M,3$Y,B!41`HH87!P2!A=71H;W)I=&EE M2E4:@HO1C(@,2!49@HS M-RXS.#`V(#`@5$0**)(I5&H*+T8Q,B`Q(%1F"C`N,S,S(#`@5$0**',@=FEE M=R!O9B!T:&4@9&%T82!O6%L=&EE2!A2!F:65L9"P@:&%V92!A;'-O M(&9I;&5D('!A=&5N="!A<'!L:6-A=&EO;G,@86YD(&AA=F4@8F5E;B!G2!T;R!":6]G96XI5&H*+T8R(#$@5&8*,S,N M,C0S(#`@5$0**)(I5&H*+T8Q,B`Q(%1F"C`N,S,S(#`@5$0**',@8G5S:6YE M2!I;F1U2X@1F]R(&5X86UP;&4L($=E;F5N=&5C:"!H87,@ M8F5E;B!G2!":6]G96X@86YD('1H92!R97-T(&]F("E4 M:@HT.2XY,S$U(#`@5$0**'1H92`I5&H*+30Y+CDS,34@+3$N,3$Y,B!41`HH M8FEO=&5C:&YO;&]G>2!I;F1U2!T;R!P&-L M=7-I=F4@;&EC96YS97,@=6YD97(@2!":6]G96XI5&H*+T8R(#$@5&8*,3,N M-#8X."`P(%1$"BB2*51J"B]&,3(@,2!49@HP+C,S,R`P(%1$"BAS(&9U='5R M92!C;VUM97)C:6%L(&%C=&EV:71I97,@=VET:"!!3456259%+B!":6]G96X@ M:7,@979A;'5A=&EN9R!T:&5S92!P871E;G1S('1O(&1E=&5R;6EN92!I9B!A M("E4:@HM,3,N.#`Q-R`M,2XQ,3DQ(%1$"BAL:6-E;G-E('-H;W5L9"!B92!T M86ME;BX@5&AE('5L=&EM871E('-C;W!E(&%N9"!V86QI9&ET>2!O9B!'96YE M;G1E8V@I5&H*+T8R(#$@5&8*,C@N,#(P-2`P(%1$"BB2*51J"B]&,3(@,2!4 M9@HP+C,S,R`P(%1$"BAS('!A=&5N=',L(&]F(&]T:&5R(&5X:7-T:6YG('!A M=&5N=',L(&]R(&]F('!A=&5N=',@=VAI8V@@;6%Y(&)E("E4:@HM,C@N,S4S M-"`M,2XQ,3DR(%1$"BAG'1E;G0@=&\@=VAI8V@@0FEO9V5N(&UA>2!W M:7-H(&]R(&)E(')E<75I'!E8W1S('1H*51J"C4Q+C`T,C0@,"!41`HH870@=&AE2!C;VYT:6YU92!T;R!B92P@2!R:6=H=',N(%-U M8V@@;&ET:6"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N M9&]B:@TU,R`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]& M;VYT(#P\("]&,B`W.2`P(%(@+T8Q,B`U."`P(%(@/CX@#2]%>'1'4W1A=&4@ M/#P@+T=3,2`X-2`P(%(@/CX@#3X^(`UE;F1O8FH--30@,"!O8FH-/#P@+TQE M;F=T:"`V,#`Y(#X^(`US=')E86T-"C$@9PHO1U,Q(&=S"C$@:2`*,3@N,C$@ M-S2E4:@I%5`I1"D)4"C$P+C`W.2`P(#`@,3`N,#2E= M5$H*+T8R(#$@5&8*,S4N-C4U(#`@5$0**)(I5&H*+T8Q,B`Q(%1F"C`N,S,S M(#`@5$0**',@:6YD97!E;F1E;G0@86-C;W5N=&%N=',@9F]R('1H92!F:7-C M86P@>65A&AI8FET7!E("]086=E(`TO M4&%R96YT(#8R(#`@4B`-+U)E"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R(# GRAPHIC 8 b43667bgxbox.gif GRAPHIC begin 644 b43667bgxbox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!PA>`/]%8T:PH,%_ M&0`H7,@0(3UF_R)&C*8N`T)P"O1(1"4@F$6+UB@0^H=*P2V$*/]94\!$P$F4 J%B/^`1!%XL>('#-EC'BSY,F0(S]& GRAPHIC 9 b43667bgbox.gif GRAPHIC begin 644 b43667bgbox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.1

                                                                     EXHIBIT 3.1

                                  BIOGEN, INC.

                                     BY-LAWS

                                    ARTICLE I

                                  STOCKHOLDERS

      1.    Place of Meetings. All meetings of the stockholders shall be held
either at the principal office of the Corporation or at such other place within
the United States as is determined by the Board of Directors or the Chairman of
the Board of Directors and stated in the notice of the meeting.

      2.    Annual Meetings. The annual meeting of the stockholders entitled to
vote shall be held at ten o'clock in the forenoon (or at such other time as is
determined by the Board of Directors or the Chairman of the Board of Directors
and stated in the notice) on a date to be determined by the Board of Directors
within six months after the end of each fiscal year, on any day that is not a
Saturday, Sunday or legal holiday, and if a Saturday, Sunday or legal holiday,
then on the next succeeding day that is not a Saturday, Sunday or legal holiday,
at such location as is determined by the Board of Directors or the Chairman of
the Board and stated in the notice. The purposes for which an annual meeting is
to be held, in addition to those prescribed by law, by the Articles of
Organization and by these By-Laws, may be specified by the Board of Directors or
the Chairman of the Board. If no annual meeting is held on the date fixed, or by
adjournment therefrom, a special meeting of the stockholders may be held in lieu
thereof, and any action taken at such special meeting shall have the same force
and effect as if taken at the annual meeting.

      3.    Special Meetings. Subject to the rights of the holders of any class
or series of preferred stock of the Corporation, special meetings of the
stockholders entitled to vote may be called by the Board of Directors or the
Chairman of the Board of Directors, and shall be called by the Clerk, or in the
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer, upon written application of one or more stockholders who are entitled
to vote and who hold at least forty percent (40%) in interest of the capital
stock entitled to vote at the meeting.

      4.    Notice of Meetings. Notice of all meetings of stockholders, stating
the place, date and hour thereof, and the purposes for which the meeting is
called, shall be given to each stockholder entitled to vote thereat by the Clerk
or other person calling the meeting. Notice must be given in writing and such
writing shall be sufficient if given personally or by postage-prepaid mailing,
or by any other means permitted by law. Notice must be given at least seven (7)
days

before the meeting, to each stockholder entitled to vote thereat and to each
stockholder who, by law, the Articles of Organization or these By-Laws, is
entitled to such notice, such notice addressed to his usual place of business or
residence as it appears upon the books of the Corporation. Notice shall be
deemed given when it is received, if hand delivered, or when dispatched, if
delivered through the mails or by courier, telegraph, telex, telecopy or cable.
No notice of a meeting of the stockholders need be given to any stockholder if
such stockholder, by a writing (including, without limitation, by telegraph,
telex, telecopy or cable) filed with the records of the meeting (and whether
executed before or after such meeting) waives such notice, or if such
stockholder attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. Every stockholder who is present at a
meeting (whether in person or by proxy) shall be deemed to have waived notice
thereof.

      5.    Notice of Stockholder Business. For a proposal to be properly
brought before an annual meeting by a stockholder or for a stockholder to
nominate a person or persons for election as directors at an annual meeting or
any special meeting at which directors are to be elected, the stockholder must
give timely notice thereof in writing to the Clerk of the Corporation. To be
timely, a stockholder's notice must be delivered to, or mailed and received at,
the principal executive offices of the Corporation not less than 60 days, but
not more than 90 days, prior to the meeting; provided, however, if less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the 10th day following the day on which
such notice or public disclosure of the date of the meeting is made. A
stockholder's notice to the Clerk relating to a proposal shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (i) a
brief description of the proposal desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and address, as they appear on the Corporation's books, of the
stockholder who intends to make the proposal and any other stockholders known by
such stockholder to support such proposal, (iii) the class and number of shares
of the Corporation's capital stock which are beneficially owned by the
stockholder and by any other stockholders known by such stockholder to support
such proposal as of the date of such stockholder notice, and (iv) any financial
interest of the stockholder in such proposal. A stockholder's notice to the
Clerk relating to a nominee for election as a director shall set forth (i) the
name, age, business experience, and home and business address of each person to
be nominated, (ii) the name and address, as they appear on the Corporation's
books, of the stockholder who intends to make the nomination and any other
stockholders known by such stockholder to support the nomination, and (iii) the
class and number of shares of the Corporation's capital stock which are
beneficially owned by the stockholder and by any other stockholders known by
such stockholder to support such proposal as of the date of such stockholder
notice.

            The Board of Directors, or a designated committee thereof, may
determine whether a notice has complied with the requirements of this Section 5,
and may reject as invalid any stockholder proposal or nomination which was not
the subject of a notice timely made in accordance with, and containing all
information required by, the terms of this Section 5. If neither the Board of
Directors nor such committee makes a determination as to the compliance with the
requirements of this Section 5, the presiding officer at the meeting shall
determine and declare at the meeting whether such notice has so complied. If the
Board of Directors or a designated committee thereof or the presiding officer
determines that a stockholder proposal or nomination was the subject of a notice
made in accordance with the terms of this Section 5, and if the stockholder
giving such notice shall make such proposal or nomination, the presiding officer
shall so declare at the meeting and ballots shall be provided for use at the
meeting with respect to such proposal or nomination. If the Board of Directors
or a designated committee thereof or the presiding officer determines that a
stockholder proposal or nomination was not the subject of a notice made in
accordance with terms of this Section 5, and if the stockholder giving such
notice shall make such proposal or nomination, the presiding officer shall so
declare at the meeting and any such proposal shall not be acted upon at the
meeting.

            Notwithstanding the foregoing, a stockholder may present at an
annual meeting any proposal which such stockholder has caused to be included in
the Corporation's proxy materials pursuant to Rule 14a-8 promulgated pursuant to
the Securities Exchange Act of 1934, as amended.

            This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

      6.    Quorum. At any meeting of stockholders, the holders of a majority in
interest of all stock issued, outstanding and entitled to vote at a meeting
shall constitute a quorum, except that, if two or more classes of stock are
outstanding and entitled to vote as separate classes, then in the case of each
such class, a quorum shall consist of the holders of a majority in interest of
the stock of that class issued, outstanding and entitled to vote.

      7.    Adjournments. Any meeting of the stockholders may be adjourned to
any other time and to any other place by the stockholders present or represented
at the meeting, although less than a quorum, or by any officer entitled to
preside or to act as clerk of such meeting if no stockholder is present in
person or by proxy. It shall not be necessary to notify any stockholder of any
adjournment. Any business which could have been transacted at any meeting of the
stockholders as originally called may be transacted at any adjournment thereof.

      8.    Votes and Proxies. At all meetings of the stockholders, each
stockholder shall have one vote for each share of stock having voting power
registered in such stockholder's name, and a proportionate vote for any
fractional shares, unless otherwise provided or required by the Massachusetts
Business Corporation Law, the Articles of Organization or these By-Laws. Scrip
shall not carry any right to vote unless otherwise provided therein, but if
scrip provides for the right to vote, such voting shall be on the same basis as
fractional shares. Stockholders may vote either in person or by written proxy.
No proxy which is dated more than six months before the meeting at which it is
to be used shall be accepted, and no proxy shall be valid after the final
adjournment of such meeting. Proxies need not be sealed or attested.
Notwithstanding the foregoing, a proxy coupled with an interest sufficient in
law to support an irrevocable power, including, without limitation, an interest
in the stock or in the Corporation generally, may be made irrevocable if it so
provides, need not specify the meeting to which it relates, and shall be valid
and enforceable until the interest terminates, or for such shorter period as may
be specified in the proxy. A proxy with respect to stock held in the name of two
or more persons shall be valid if executed by one of them unless at or prior to
exercise of the proxy the Corporation receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a stockholder shall be deemed valid unless challenged at or prior to its
exercise.

      9.    Conduct of Business. The Chairman of the Board of Directors or his
designee, or, if there is no Chairman of the Board or such designee, then a
person appointed by a majority of the Board of Directors, shall preside at any
meeting of stockholders. The chairman of any meeting of stockholders shall
determine the order of business and the procedures at the meeting, including
such regulation of the manner of voting and the conduct of discussion as seem to
him in order.

      10.   Action at a Meeting. When a quorum is present, the holders of a
majority of the stock present or represented and entitled to vote and voting on
a matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of a majority
of the stock of that class present or represented and entitled to vote and
voting on a matter), except where a larger vote is required by law, the Articles
of Organization or these By-Laws, shall decide any matter to be voted on by the
stockholders. Any election by stockholders shall be determined by a plurality of
the votes cast by the stockholders entitled to vote at the election. No ballot
shall be required for such election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election. The Corporation
shall not directly or indirectly vote any share of its stock. Nothing in this
section shall be construed to limit the right of the Corporation to vote any
shares of stock held directly or indirectly by it in a fiduciary capacity.

                                   ARTICLE II

                               BOARD OF DIRECTORS

      1.    Powers. The Board of Directors may exercise all the powers of the
Corporation except such as are required by law or by the Articles of
Organization or these By-Laws to be otherwise exercised, and the business and
affairs of the Corporation shall be managed under the direction of the Board of
Directors. Without limiting the generality of the foregoing, the Board of
Directors shall have power, unless otherwise provided by law, to purchase and to
lease, pledge, mortgage and sell such property (including the stock of the
Corporation) and to make such contracts and agreements as they deem
advantageous, to fix the price to be paid for or in connection with any property
or rights purchased, sold, or otherwise dealt with by the Corporation, to borrow
money, issue bonds, notes and other obligations of the Corporation, and to
secure payment thereof by the mortgage or pledge of all or any part of the
property of the Corporation. The Board of Directors may determine the
compensation of directors. The Board of Directors or such officer or committee
as the Board of Directors shall designate, may determine the compensation and
duties, in addition to those prescribed by these By-Laws, of all officers,
agents and employees of the Corporation.

      2.    Number. The Corporation shall have a Board of Directors, which shall
consist of not less than three and not more than fifteen directors, which
number, subject to the rights of the holders of any preferred stock of the
Corporation to elect Directors, shall be determined from time to time by the
Board of Directors, except that, in the absence of any such determination, such
number shall be nine (9). Such number may be enlarged or reduced by a vote of a
majority of the directors then in office. Subject to the rights of the holders
of any series of Preferred Stock then outstanding, if the Board of Directors is
divided into one or more classes, at each annual meeting of stockholders or
special meeting in lieu thereof following the initial classification of the
Board of Directors, directors elected to succeed those directors whose terms
then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders or special meeting in lieu thereof
after their election and until their successors are duly elected and qualified.
No director need be a stockholder.

      3.    Tenure. Except as otherwise provided by law, by the Articles of
Organization, or by these By-Laws, each director, including the Chairman of the
Board, shall hold office until the next annual meeting of stockholders and until
his successor is elected and qualified or until he sooner dies, resigns, is
removed or becomes disqualified. Any director may resign by giving written
notice of his resignation to the Chairman of the Board, the President, the Clerk
or the Secretary, if any, or to the Board of Directors at a meeting of the
Board, and such resignation shall become effective at the time specified
therein.

      4.    Removal. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire Board of
Directors,

may be removed from office at any time (i) only for cause and (ii) only by the
affirmative vote of the holders of at least 80% of the voting power of all of
the shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, or by the affirmative vote of
three-fourths of the directors then serving. A director may be removed for cause
only after a reasonable notice and opportunity to be heard before the body
proposing to remove him.

      5.    Vacancies. Subject to the Articles of Organization, any vacancy in
the office of director may be filled by a majority vote of the directors then in
office even though less than a quorum, or by a sole remaining director. Subject
to the Articles of Organization, newly created directorships resulting from an
increase in the authorized number of directors may be filled by a majority vote
of the Board of Directors then in office even though less than quorum, or by a
sole remaining director.

      6.    Meetings. Meetings of the directors need not be held in the state of
incorporation.

            (a)   Regular Meetings. Regular meetings of the Board of Directors
      may be held without call or notice at such places and at such times as may
      be fixed by the Board of Directors from time to time, provided that any
      director who is absent when such determination is made shall be given
      notice of the determination. A regular meeting of the Board of Directors
      may be held without call or notice at the same place as the annual meeting
      of stockholders, or the special meeting held in lieu thereof, immediately
      following such meeting of stockholders.

            (b)   Special Meetings. Special meetings of the Board of Directors
      may be called by the Chairman of the Board, the President, the Treasurer,
      the Clerk, or one or more directors. Notice of the time and place of all
      special meetings shall be given by the Clerk or the Secretary or the
      officer or directors calling the meeting. Notice must be given orally, by
      telephone, or by telegraph, telex, telecopy or cable or in writing, and
      such notice shall be sufficient if given in time to enable the director to
      attend, or in any case if sent by mail, by courier or telegraph, telex,
      telecopy or cable at least three days before the meeting, addressed to a
      director s usual or last known place of business or residence. No notice
      of any meeting of the Board of Directors need be given to any director if
      such director, by a writing (including, without limitation, by telegraph,
      telex, telecopy or cable) filed with the records of the meeting (and
      whether executed before or after such meeting), waives such notice, or if
      such director attends the meeting without protesting prior thereto or at
      its commencement the lack of notice to him. A notice or waiver of notice
      need not specify the purpose of any special meeting.

      7.    Quorum of Directors. At any meeting of the Board of Directors, a
majority of the number of directors then constituting a full Board of Directors
then serving shall constitute a quorum, but a lesser number may adjourn any
meeting from time to time without further notice. In the event of a vacancy in
the Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board of Directors until the vacancy is
filled.

      8.    Action at a Meeting. Unless otherwise provided by law, the Articles
of Organization or these By-Laws, action on any matter brought before any
meeting at which there is a quorum may be taken by vote of a majority of the
directors then present at the meeting, unless a different vote is required by
law, the Articles of Organization or these By-Laws.

      9.    Action Without a Meeting. Unless otherwise provided by law, the
Articles of Organization or these By-Laws, any action required or permitted to
be taken at any meeting of the directors may be taken without a meeting if all
the directors then in office consent to the action in writing and the written
consents are filed with the records of the meetings of directors. Such consents
shall be treated for all purposes as a vote at a meeting.

      10.   Committees of Directors. The Board of Directors may, by vote of a
majority of the number of directors then constituting a full Board, elect from
its membership an Executive Committee (to be chaired by the Chairman of the
Board) and such other committees as it may determine, comprised of such number
of its members as it may from time to time determine (but in any event not less
than two), and delegate to any such committee or committees some or all of its
powers, except those which by law, the Articles of Organization or these By-Laws
it is prohibited from delegating. Except as the directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but, unless otherwise provided by the directors or in such rules, its business
shall be conducted as nearly as may be possible in the manner as is provided by
these By-Laws for the directors.

      11.   Telephone Conference Meetings. The Board of Directors or any
committee thereof may participate in a meeting of such Board of Directors or
committee thereof by means of a conference telephone (or similar communications
equipment) call by means of which all persons participating in the meeting can
hear each other at the same time, and participation by such means shall
constitute presence in person at a meeting.

                                   ARTICLE III

                                    OFFICERS

      1.    Enumeration. The officers of the Corporation shall be the Chairman
of the Board of Directors, the President, the Treasurer, the Clerk and

such other officers as the Board of Directors or the Chairman of the Board may
determine, including, but not limited to, one or more Vice-Presidents, one or
more Assistant Treasurers, one or more Assistant Clerks, and a Secretary.

      2.    Election. The Chairman of the Board, the President, the Treasurer
and the Clerk shall be elected annually by the directors at their first meeting
following the annual meeting of the stockholders or special meeting in lieu
thereof. The Board of Directors or the Chairman of the Board may, from time to
time, elect or appoint such other officers as it or he may determine, including,
but not limited to, one or more Vice-Presidents, one or more Assistant
Treasurers, one or more Assistant Clerks, and a Secretary.

      3.    Qualification. No officer need be a stockholder. The Chairman of the
Board, and any Vice Chairman appointed to act in the absence of the Chairman,
shall be elected by and from the Board of Directors, but no other officer need
be a director. Two or more offices may be held by any one person. If required by
vote of the Board of Directors, an officer shall give bond to the Corporation
for the faithful performance of his duties, in such form and amount and with
such sureties as the Board of Directors may determine. The premiums for such
bonds shall be paid by the Corporation.

      4.    Tenure. Each officer elected or appointed by the Board of Directors
shall hold office until the first meeting of the Board of Directors following
the next annual meeting of the stockholders or special meeting in lieu thereof
and until his successor is elected or appointed and qualified, or until he dies,
resigns, is removed or becomes disqualified, unless a shorter term is specified
in the vote electing or appointing said officer. Each officer appointed by the
Chairman of the Board shall hold office until his successor is elected or
appointed and qualified, or until he dies, resigns, is removed or becomes
disqualified, unless a shorter term is specified by any agreement or other
instrument appointing said officer. Any officer may resign by giving written
notice of his resignation to the Chairman of the Board, the President, the Clerk
or the Secretary, if any, or to the Board of Directors at a meeting of the
Board, and such resignation shall become effective at the time specified
therein.

      5.    Removal. Any officer elected or appointed by the Board of Directors
may be removed from office with or without cause by vote of a majority of the
directors then in office. Any officer appointed by the Chairman of the Board may
be removed from office with or without cause by the Chairman of the Board. An
officer may be removed for cause only after a reasonable notice and opportunity
to be heard before the body or person proposing to remove him.

      6.    Chairman of the Board and Chief Executive Officer. Unless the Board
of Directors shall otherwise provide, the Chairman of the Board shall be the
Chief Executive Officer of the Corporation. The Chief Executive Officer shall,
subject to the direction of the Board of Directors, have general supervision and
control of the business of the Corporation. The Chairman of the Board shall

preside at all meetings of the Board of Directors and stockholders at which he
is present.

      7.    President. The President shall, subject to the control and direction
of the Board of Directors and Chairman of the Board, have and perform such
powers and duties as may be prescribed by these By-Laws or from time to time be
determined by the Board of Directors or the Chairman of the Board.

      8.    Vice Presidents. The Vice Presidents shall have such powers and
duties as may from time to time be determined by the Board of Directors or the
Chairman of the Board.

      9.    Treasurer and Assistant Treasurers. The Treasurer shall, subject to
the control and direction of the Board of Directors and the Chairman of the
Board, have general charge of the financial affairs of the Corporation, cause
accurate books of account to be kept, have custody of all funds, securities and
valuable documents of the Corporation, except as the Board of Directors or
Chairman of the Board may otherwise provide, and have and perform such
additional powers and duties as may be prescribed in these By-Laws or be
determined from time to time by the Board of Directors or the Chairman of the
Board. All property of the Corporation in the custody of the Treasurer shall be
subject at all times to the inspection and control of the Board of Directors.
Unless otherwise voted by the Board of Directors, each Assistant Treasurer, if
any, shall have and perform the powers and duties of the Treasurer whenever the
Treasurer is absent or unable to act, and may at any time exercise such of the
powers of the Treasurer, and such other powers and duties, as may from time to
time be determined by the Board of Directors or the Chairman of the Board.

      10.   Clerk and Assistant Clerks. The Clerk shall be a resident of
Massachusetts unless the Corporation has a resident agent appointed for the
purpose of service of process. He shall have and perform the powers and duties
prescribed in these By-Laws and such other powers and duties as may from time to
time be determined by the Board of Directors. He shall attend all meetings of
the stockholders and shall record upon the record book of the Corporation all
votes of the stockholders and minutes of the proceedings at such meetings.
Unless a transfer agent is appointed, the Clerk shall have custody of the record
books of the Corporation. Assistant Clerks, if any, shall have such powers as
the Board of Directors or the Chairman of the Board may from time to time
designate. In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk, if one be elected, otherwise a Temporary Clerk designated by
the person presiding at the meeting, shall perform the duties of the Clerk.

      11.   Secretary and Assistant Secretaries. The Board of Directors or the
Chairman of the Board may appoint a Secretary and, in his absence, an Assistant
Secretary, but if no Secretary or Assistant Secretary is elected, the Clerk (or,
in the absence of the Clerk, any Assistant Clerk) shall act as the Secretary.
The Secretary or, in his absence, any Assistant Secretary, shall attend all
meetings of

the directors and shall record all votes of the Board of Directors and minutes
of the proceedings at such meetings. The Secretary or, in his absence, any
Assistant Secretary (or the Clerk), shall notify the directors of their
meetings, and shall have and perform such other powers and duties as may from
time to time be determined by the Board of Directors or the Chairman of the
Board. If a Secretary or an Assistant Secretary is elected but is absent from
any such meeting the Clerk (or any Assistant Clerk) may perform the duties of
the Secretary; otherwise, a Temporary Secretary may be appointed by the meeting.

      12.   Other Powers and Duties. Each officer shall, subject to these
By-Laws, have, in addition to the duties and powers specifically set forth in
these By-Laws, such duties and powers as are customarily incident to such
officer's office, and such duties and powers as the Board of Directors or
Chairman of the Board may from time to time designate.

                                   ARTICLE IV

                                  CAPITAL STOCK

      1.    Certificates of Stock. Each stockholder shall be entitled to a
certificate or certificates representing in the aggregate the shares of the
capital stock of the Corporation owned by him, except that the Board of
Directors may provide by resolution that some or all of any or all classes and
series of shares of the Corporation shall be uncertificated shares, to the
extent permitted by law. All certificates for shares of stock of the Corporation
shall state the number and class of shares evidenced thereby (and designate the
series, if any), shall be signed by the Chairman of the Board, the President or
a Vice President and either the Treasurer or an Assistant Treasurer, may (but
need not) bear the seal of the Corporation and shall contain such further
statements as shall be required by law. The Board of Directors may determine the
form of certificates of stock except insofar as prescribed by law or by these
By-Laws, and may provide for the use of facsimile signatures thereon to the
extent permitted by law. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the time of its issue. Every
certificate for shares which are subject to any restrictions on transfer
pursuant to the Articles of Organization, these By-Laws or any agreement to
which the Corporation is a party, shall have the restrictions noted
conspicuously on the certificate and shall also set forth upon the face or back
thereof either the full text of the restrictions or a statement of the existence
of such restrictions and a statement that the Corporation will furnish a copy
thereof to the holder of such certificate upon written request and without
charge. Every stock certificate issued while the Corporation is authorized to
issue more than one class or series of stock, shall set forth on the face or
back thereof either the full text of the preferences, voting powers,
qualifications and special and relative rights of the shares of each class and
series, if any, authorized to be issued as set forth in the

Articles of Organization, or a statement of the existence of such preferences,
powers, qualifications and rights, and a statement that the Corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge.

      2.    Transfers of Stock. The transfer of all shares of stock of the
Corporation, so as to affect the rights of the Corporation, shall be effected
only by transfer recorded on the books of the Corporation, in person or by duly
authorized attorney, and upon the surrender of the certificate properly endorsed
or assigned. The transfer of all shares of stock of the Corporation shall be
subject to the restrictions, if any, imposed by the Articles of Organization,
these By-Laws or any agreement to which the Corporation is a party.

      3.    Holders of Record. The person registered on the books of the
Corporation as the owner of the shares shall have the exclusive right to receive
dividends thereon and to vote thereon as such owner, shall be held liable for
such calls and assessments as may lawfully be made thereon, and except only as
may be required by law, may in all respects be treated by the Corporation as the
exclusive owner thereof. It shall be the duty of each stockholder to notify the
Corporation of his post office address. The Corporation shall not be bound to
recognize any equitable or other claim to or interest in shares of stock of the
Corporation on the part of any other person except as may be otherwise expressly
provided by law.

      4.    Lost or Destroyed Certificates. The directors of the Corporation
may, subject to Massachusetts General Laws, Chapter 156B, Section 29, as amended
from time to time, or any successor statute, determine the conditions upon which
a new certificate of stock may be issued in place of any certificate alleged to
have been lost, destroyed or mutilated.

      5.    Record Date. The Board of Directors may fix in advance a date not
more than sixty days preceding the date of any meeting of stockholders or the
date for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting and any
adjournment thereof, or the right to receive such dividend or distribution or
the right to give such consent or dissent. In such case, only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the Corporation after the record date. Without fixing
such record date the Board of Directors may, for any such purposes, close the
transfer books for all or any part of such sixty-day period. If no record date
is fixed and the transfer books are not closed, the record date for determining
stockholders having the right to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding day on
which notice is given, and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors acts with respect thereto.

      6.    Issue of Stock. Subject to the Articles of Organization, the whole
or any part of any unissued balance of the authorized capital stock of the
Corporation or the whole or any part of any capital stock of the Corporation
held in treasury may be issued or disposed of by vote of the Board of Directors
in such manner, for such consideration and on such terms as the Board of
Directors may determine.

                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

      1.    Fiscal Year. Except as otherwise determined by the Board of
Directors from time to time, the fiscal year of the Corporation shall end on
December 31 of each year.

      2.    Seal. The Board of Directors shall have the power to adopt and alter
the seal of the Corporation.

      3.    Voting of Securities. Except as the Board of Directors may otherwise
designate, the President or Treasurer may waive notice of and act on behalf of
the Corporation, or appoint any person or persons to act as proxy or attorney in
fact for the Corporation (with or without discretionary power and/or power of
substitution) at any meeting of stockholders of any other corporation or
organization any of the securities of which may be held by the Corporation.

      4.    Dividends. Unless otherwise required by the Massachusetts Business
Corporation Law or the Articles of Organization, the Board of Directors may
declare and pay dividends upon the shares of capital stock of the Corporation,
which dividends may be paid either in cash, securities of the Corporation or
other property.

      5.    Corporate Records. The original, or attested copies, of the Articles
of Organization, By-Laws and records of all meetings of the incorporators and
stockholders, and the stock and transfer records, which shall contain the names
of all stockholders and the record address and the amount of stock held by each,
shall be kept at the principal office of the Corporation, or at an office of its
transfer agent, Clerk or resident agent, and shall be open at all reasonable
times to the inspection of any stockholder for any proper purpose, but not to
secure a list of stockholders or other information for the purpose of selling
said list or information or copies thereof or of using the same for a purpose
other than in the interest of the applicant, as a stockholder, relative to the
affairs of the Corporation.

      6.    Contributions. The Board of Directors shall have authority to make
donations from the funds of the Corporation, in such amounts as the Board of
Directors may determine to be reasonable and irrespective of corporate benefit,
for the public welfare or for community fund, hospital, charitable, religious,

educational, scientific, civic or similar purposes, and in time of war or other
natural emergency in aid thereof.

      7.    Evidence of Authority. A certificate by the Clerk, an Assistant
Clerk, the Secretary or an Assistant Secretary, or a Temporary Clerk or
Temporary Secretary, as to any action taken by the stockholders, Board of
Directors, any committee of the Board of Directors or any officer or
representative of the Corporation shall, as to all persons who rely thereon in
good faith, be conclusive evidence of such action.

      8.    Ratification. Any action taken on behalf of the Corporation by the
directors or any officer or representative of the Corporation which requires
authorization by the stockholders or the directors of the Corporation shall be
deemed to have been authorized if subsequently ratified by the stockholders
entitled to vote or by the directors, as the case may be, at a meeting held in
accordance with these By-Laws.

      9.    Reliance upon Books, Records and Reports. Each director or officer
of the Corporation shall be entitled to rely on information, opinions, reports
or records, including financial statements, books of account and other financial
records, in each case presented by or prepared by or under the supervision of
(1) one or more officers or employees of the Corporation whom the director or
officer reasonably believes to be reliable and competent in the matters
presented, or (2) counsel, public accountants or other persons as to matters
which the director or officer reasonably believes to be within such person's
professional or expert competence, or (3) in the case of a director, a duly
constituted committee of the Board of Directors upon which he does not serve, as
to matters within its delegated authority, which committee the director
reasonably believes to merit confidence, but he shall not be considered to be
acting in good faith if he has knowledge concerning the matter in question that
would cause such reliance to be unwarranted. The fact that a director or officer
so performed his duties shall be a complete defense to any claim asserted
against him, except as expressly provided by statute, by reason of his being or
having been a director or officer of the Corporation.

      10.   Articles of Organization. All references in the By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the Corporation, as amended and in effect from time to time.

      11.   Control Share Acquisition. Until such time as this section shall be
repealed or these By-Laws shall be amended to provide otherwise, the provisions
of Chapter 110D of the Massachusetts General Laws shall not apply to "control
share acquisitions" of the Corporation within the meaning of said Chapter 110D.

      12.   Interpretation. The Board of Directors shall have the power to
interpret all of the terms and provisions of these By-Laws and the Articles of
Organization, which interpretation shall be conclusive.

      13.   Gender. Whenever the masculine gender is used in these By-Laws, it
shall include the feminine and the neuter wherever appropriate.

                                   ARTICLE VI

                                   AMENDMENTS

      These By-Laws may be altered, amended or repealed, in whole or in part, by
vote of a majority of the Board of Directors, except with respect to any
provision thereof which by law, the Articles of Organization, or these By-Laws
requires action by stockholders, in which case these By-Laws may be amended in
whole or in part by the stockholders at any annual or special meeting by vote of
the holders of a majority in interest of all stock issued and outstanding and
entitled to vote, except as otherwise provided in the Articles of Organization.
The nature or substance of the proposed alterations, amendment or repeal shall
be stated in the notice of the meeting.

      A true copy of the By-laws, as amended on June 13, 2002.

            ATTEST:

            /s/ Thomas S. Bucknum
            -------------------------
            Clerk

EX-10.1

                                                                    EXHIBIT 10.1

                                  BIOGEN, INC.
                      1985 NON-QUALIFIED STOCK OPTION PLAN
  (As amended and restated through June 13, 2002, effective as of June 1, 2002)

I.    PURPOSE OF THE PLAN

      The Plan is intended to encourage ownership of shares of the Common Stock
by certain Employees and Directors of the Company and its Affiliates and to
provide an additional incentive to those Employees and Directors to promote the
success of the Company and its Affiliates.

II.   DEFINITIONS

      1. "Affiliate" means (a) a corporation in respect of which the Company
owns directly or indirectly fifty percent (50%) or more of the voting securities
thereof or which is otherwise controlled by the Company; or (b) to the extent
not inconsistent with Section 424 of the Code, an unincorporated trade or
business controlled by the Company which has elected, for federal income tax
purposes, to be either (i) classified as an association taxable as a corporation
or (ii) disregarded as an entity separate from its owner (as provided in Section
301.7701-3 of the federal income tax regulations). For purposes of this
definition, the Company shall be deemed to control another entity if the Company
possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such entity, whether through ownership of voting
securities, by contract or otherwise.

      2.  "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

      3. "Committee" means the Stock and Option Plan Administration Committee of
the Board of Directors of the Company or, if such committee ceases to exist, the
Board of Directors of the Company or a committee thereof to which responsibility
for administering the Plan shall have been delegated.

      4.  "Common Stock" means the common stock of the Company, par value
$0.01 per share.

      5. "Company" means Biogen, Inc., a Massachusetts corporation.

      6. "Corporate Change in Control" shall be deemed to have occurred upon:

            (i)   the acquisition of beneficial ownership (as determined
      pursuant to the provisions of Rule 13d-3 under the Exchange Act) of
      securities of the Company representing more than

      fifty percent (50%) of the combined voting power of the Company's then
      outstanding securities by a person, entity or "group", within the meaning
      of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding for this
      purpose, the Company or its Affiliates, or any employee benefit plan of
      the Company), pursuant to a transaction or series of related transactions
      which the Board of Directors does not approve; or

            (ii)  at such time as individuals who as of April 27, 2001
      constitute the Board of Directors (the "Incumbent Board") cease for any
      reason to constitute a majority of the Board of Directors of the Company,
      provided that any person becoming a director subsequent to April 27, 2001
      whose election or nomination for election by the Company's stockholders
      was approved by a vote of at least a majority of the directors then
      comprising the Incumbent Board, shall, for purposes of the Plan, be
      considered as though such person were a member of the Incumbent Board
      (other than an individual whose initial assumption of office is in
      connection with an actual or threatened election contest related to the
      election of the directors of the Company, as such terms are used in Rule
      14a-11 of Regulation 14A promulgated under the Exchange Act); or

            (iii) the occurrence of any other event which the Incumbent Board in
      its sole discretion determines should be considered a Corporate Change of
      Control.

      7. "Corporate Transaction" shall mean the following unless and until the
transaction becomes a Corporate Change in Control:

            (i)   a reorganization, recapitalization, merger or consolidation
      unless more than fifty percent (50%) of the Company's outstanding voting
      stock or the voting stock of the corporation resulting from the
      transaction (or the parent of such corporation) is held subsequent to the
      transaction by the persons who held the stock of the Company immediately
      prior to such transaction, or

            (ii)  the sale, transfer or other disposition of all or
      substantially all of the assets of the Company to a successor in interest
      to the business of the Company.

      8. "Designated Employee" means an Employee or Director designated by the
Committee, in its sole discretion, as a "Designated Employee" for purposes of
the Plan at any time prior to the effective date of a Corporate Transaction.

      9. "Director" means a member of the Board of Directors of the Company or
an Affiliate.

      10. "Employee" means an individual employed by the Company or an Affiliate
as a common law employee (determined under the regular personnel policies,
practices and classifications of the Company or the Affiliate, as applicable).
An individual is not considered an Employee for purposes of the Plan if the
individual is classified as a consultant or contractor under the Company or an
Affiliate's regular personnel classifications and practices, or if the
individual is a party to an agreement to provide services to the Company or an
Affiliate without participating in the Plan, notwithstanding that such
individual may be treated as a common law employee for payroll tax, coverage
requirements under Section 410(b) of the Code, nondiscrimination requirements
under Section 401(a)(4) or other legal purposes.

      11. "Exchange Act" means the United States Securities Exchange Act of
1934, as amended from time to time.

      12. "Fair Market Value" shall have the meaning set forth in Section VI.A.

      13. "For Cause" shall have the meaning set forth in Section VI.G.

      14. "Incumbent Board" shall have the meaning set forth in the definition
of "Corporate Change of Control."

      15. "Involuntary Employment Action" shall have the meaning set forth in
Section VI.R.

      16. "ISO Plan" shall have the meaning set forth in Article III.

      17. "Option" means a stock option granted under this Plan.

      18. "Option Certificate" means a certificate delivered to an Option holder
by the Company pursuant to the Plan, in such form as the Committee shall
approve, which sets forth the terms and conditions of an Option.

      19. "Plan" shall mean this 1985 Non-Qualified Stock Option Plan, as
amended and/or restated from time to time.

      20. "Retirement" shall have the meaning set forth in Section VI.J.

      21. "Securities Act" shall mean the United States Securities Act of 1933,
as amended from time to time.

III.  SHARES SUBJECT TO THE PLAN

      The aggregate number of shares as to which Options may be granted from
time to time shall be 54,208,000 shares of the Common Stock; provided, however
that such aggregate number shall be reduced by the number of shares which has

been sold under, or may be sold pursuant to options granted from time to time
under, the Company's 1982 Incentive Stock Option Plan (the "ISO Plan"), to the
same extent as if such sales had been made or options granted pursuant to the
Plan.

      Notwithstanding the foregoing, on the first day of each fiscal year of the
Company (beginning in 2003) the number of shares as to which Options may be
granted from time to time pursuant to the Plan shall be increased by an amount
equal to the lesser of (i) 3,695,000 shares or the equivalent of such number of
shares of the Common Stock after the Committee, in its sole discretion, has
interpreted the effect of any stock split, stock dividend, combination,
recapitalization or similar transaction in accordance with Article VIII of this
Plan; or (ii) 2.5% of the number of outstanding shares of the Common Stock on
the last trading day of the immediately preceding fiscal year.

      If any Option granted under the Plan or the ISO Plan ceases to be
"outstanding", in whole or in part, other than by reason of the exercise of such
Option, the shares which were subject to such Option shall be available for the
granting of other Options. Any Option shall be treated as "outstanding" until
such Option is exercised in full, terminates under the provisions of the Plan or
the ISO Plan, as the case may be, or expires by reason of lapse of time.

      Except as expressly provided above, the aggregate number of shares as to
which Options may be granted shall be subject to change only by means of an
amendment adopted in accordance with Article XI below, subject to the provisions
of Article VIII.

IV.   ADMINISTRATION OF THE PLAN

      The Plan shall be administered by the Committee. The membership of the
Committee shall be determined, and shall be subject to change without cause and
without notice from time to time, by the Board of Directors of the Company.

      The Committee is authorized to interpret the provisions of the Plan or of
any Option and to make all rules and determinations necessary or advisable for
the administration of the Plan. The interpretation and construction by the
Committee of any provision of the Plan or of any Option granted under it shall
be final, unless otherwise determined by the Incumbent Board. The Committee's
determinations under the Plan do not need to be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Options under
the Plan (whether or not such persons are similarly situated). Subject to the
provisions of the Plan, Options may be granted upon such terms and conditions as
the Committee may prescribe.

V.    ELIGIBILITY FOR PARTICIPATION

      The Committee shall determine which Employees and Directors shall be
eligible to participate in the Plan. Without limiting the generality of the
foregoing, Options may be awarded for reasons of performance, merit, promotion,
bonus or upon new Employees joining the Company or any Affiliate.

      The Committee may grant to one or more such Employees or Directors one or
more Options, and shall designate the number of shares to be optioned under each
Option so granted; provided, however, that no Options shall be granted after
December 31, 2011. In no event shall any Employee be granted in any calendar
year Options to purchase or receive more than 2,400,000 shares, as adjusted
pursuant to Article VIII, of the Common Stock pursuant to the Plan.

VI.   TERMS AND CONDITIONS OF OPTIONS

      No Option issued pursuant to the Plan shall be an incentive stock option
under Section 422 of the Code. No purported grant of any Option shall be
effective until such Option shall have been approved by the Committee, except as
otherwise provided in Section VI.N below. The Committee may provide that Options
be granted subject to such conditions as the Committee may deem appropriate,
including without limitation, subsequent approval by the shareholders of the
Company of the Plan or any amendments thereto. Each Option shall be subject to
at least the following terms and conditions:

      A.    Option Price: Each Option Certificate shall state the Option price
per share of the Common Stock covered by such Option grant. Except as otherwise
determined by the Committee, the Option price per share for Options granted
under the Plan shall be equal to the fair market value per share of Common Stock
(the "Fair Market Value") on the date of grant of the Option; provided, however,
that in no event shall the Option price be less than the par value per share of
Common Stock. Fair Market Value shall be calculated as follows: (i) if the
Common Stock is listed on a national securities exchange or traded on the Nasdaq
National Market or the Nasdaq SmallCap Market and sale prices are regularly
reported for the Common Stock, then the Fair Market Value shall be the
arithmetic mean between the "high" and "low" sale prices for the Common Stock
reported on the applicable composite tape or other comparable reporting system
on the date of grant, or if the date of grant is not a trading day, on the most
recent trading day immediately prior to the date of grant; or (ii) if sale
prices are not regularly reported for the Common Stock as described in clause
(i) above but bid and asked prices for the Common Stock are regularly reported,
then the Fair Market Value shall be the arithmetic mean between the closing or
last bid and asked prices for the Common Stock on the date of grant or, if the
date of grant is not a trading day, on the most recent trading day immediately
prior to the date of grant; or (iii) if sale prices are not regularly reported
for the Common Stock as described in clause (i) or (ii) above, then the Fair
Market Value shall be such value as the Committee in good faith determines.

      B.    Number of Shares: Each Option Certificate shall state the number of
shares of the Common Stock to which it pertains.

      C.    Term of Option: Each Option Certificate shall state the term of the
Option which shall be ten (10) years from the date of the grant thereof, or at
such earlier or later time as the Committee shall expressly state in the Option
Certificate.

      D.    Date of Exercise: Each Option Certificate shall state the date or
dates on which the Option becomes exercisable, and may provide that the Option
rights accrue or become exercisable in installments over a period of months or
years, or upon the attainment of stated goals or events or through other
circumstances or programs approved by the Committee. The Committee shall have
the right to accelerate the date of exercise of any installment of any Option.

      E.    Cancellation and Repurchase Rights: An Option Certificate may
stipulate that an Option which becomes exercisable shall be subject to
cancellation or that shares purchased upon the exercise of such Option shall be
subject to repurchase rights in favor of the Company. In such event the
Committee shall determine the date or dates, or event or events, upon which such
cancellation or repurchase rights shall become effective or shall lapse, as the
case may be and those provisions shall be set forth in the Option Certificate.

      F.    Medium of Payment: The Option price shall be payable upon the
exercise of the Option. It shall be payable (a) in United States dollars in cash
or by check, (b) if permitted by the Committee, in shares of the Common Stock
held by the Option holder for at least six months having a fair market value
(determined in the manner provided in Section VI.A above as of the date of
exercise) equal to the cash exercise price of the Option, (c) at the discretion
of the Committee, by delivery of the Option holder's personal note, for full,
partial or no recourse, bearing interest payable not less than annually at
market rate on the date of exercise and no less than 100% of the applicable
Federal rate, as defined in Section 1274(d) of the Code, with or without the
pledge of shares of the Common Stock as collateral, (d) at the discretion of the
Committee, in accordance with a cashless exercise program established with a
securities brokerage firm, or (e) at the discretion of the Committee, by any
combination of (a), (b), (c) and (d) above.

      G.    Termination of Employment: An Option holder who ceases (for any
reason other than death, total and permanent disability, Retirement or
termination of employment For Cause) to be an Employee or Director of the
Company or of an Affiliate may exercise any Option granted to the extent that
the right to purchase shares thereunder has accrued on the date of such
termination. Such Option shall be exercisable only within three (3) months after
such date of termination, or, if earlier, within the originally prescribed term
of the Option, unless the Committee shall set forth a different period in the
Option Certificate. Employment shall not be deemed terminated by reason of a
transfer to another employer which is the Company or an Affiliate. If any Option
is not exercised

following the Option holder's termination within the time specified, the Option
shall terminate and the shares covered by such Option shall revert to the Plan.

      An Option holder whose employment with the Company or an Affiliate is
terminated For Cause or a Director who is removed from the Board of Directors
For Cause shall forthwith immediately upon notice of such termination cease to
have any right to exercise any Option, and the Option shall terminate and the
shares covered by such Option shall revert to the Plan. For purposes of the
Plan, termination "For Cause" shall be deemed to include (and is not limited to)
dishonesty with respect to the Company or any Affiliate, insubordination,
substantial malfeasance or non-feasance of duty, unauthorized disclosure of
confidential information, breach by an Option holder of any provision of any
employment, nondisclosure, non-competition or similar agreement between the
Option holder and the Company or any Affiliate, and conduct substantially
prejudicial to the business of the Company or an Affiliate. The determination of
the Committee as to the existence of cause shall be conclusive. Any definition
in an agreement between an Option holder and the Company or an Affiliate, which
contains a conflicting definition of For Cause and which is in effect at the
time of such termination, shall supersede the definition in the Plan with
respect to the Option holder.

      An Option holder to whom an Option has been granted under the Plan who is
absent from work with the Company or with an Affiliate because of temporary
disability, or who is on a permitted leave of absence for any purpose, shall
not, during the period of any such absence, be deemed by virtue of such absence
alone, to have terminated his employment with the Company or with an Affiliate
except as the Committee may otherwise expressly provide in the Option
Certificate.

      H.    Total and Permanent Disability: If an Option holder ceases to be an
Employee or Director of the Company or of an Affiliate by reason of total and
permanent disability, as determined by the Committee, any Option held by him or
her on the date of disability shall be exercisable as to all or any part of the
shares subject to the Option, all of which shares shall be fully vested as of
the date of such disability. A disabled Option holder may exercise such Option
only within a period of one (1) year after the date as of which the Committee
determines that he or she became disabled or within such different period as may
be determined by the Committee and set forth in the Option Certificate, or, if
earlier, within the originally prescribed term of the Option. If any Option is
not exercised following the Option holder's total and permanent disability
within the time specified, the Option shall terminate and the shares covered by
such Option shall revert to the Plan.

      I.    Death: If an Option holder dies while the he is an Employee or
Director of the Company or of an Affiliate, any Option held by him at the date
of death shall be exercisable as to all or any part of the shares subject to the
Option, all of which shares shall be fully vested as of the date of the Option
holder's death. A deceased Option holder's legal

representatives or one who acquires the Option by will or by the laws of descent
and distribution may exercise such Option only within a period of one (1) year
after the date of death or within such different period as may be determined by
the Committee and set forth in the Option Certificate, or, if earlier, within
the originally prescribed term of the Option. If any Option is not exercised
following the Option holder's death within the time specified, the Option shall
terminate and the shares covered by such Option shall revert to the Plan.

      J.    Retirement: Unless otherwise set forth in an Option Certificate,
immediately upon an Option holder's Retirement, such individual's then unvested
Options, including those held by a permitted transferee of such individual,
shall automatically accelerate and become fully vested for fifty percent (50%)
of the number of shares covered by such unvested Options and for an additional
ten percent (10%) of the number of shares covered by such unvested Options for
every year of employment by the Company or any of its Affiliates beyond ten (10)
years, up to the remaining number of unvested Options. Upon Retirement, a
retired Option holder (or permitted transferee of such individual) may exercise
any then outstanding Options solely to the extent the right to purchase shares
has accrued or has been accelerated only within a period of three (3) years
after the date of Retirement or within such different period as may be
determined by the Committee and set forth in the Option Certificate, or, if
earlier, within the originally prescribed term of the Option. If any Option is
not exercised following the Option holder's Retirement within the time
specified, the Option shall terminate and the shares covered by such Option
shall revert to the Plan. For purposes of the Plan, the term "Retirement" as to
any Employee or Director of the Company or any of its Affiliates shall mean such
person's leaving the employment of the Company and its Affiliates after reaching
age 55 with ten (10) years of service with the Company or its Affiliates, but
not including pursuant to any termination For Cause or pursuant to any
termination for insufficient performance, as determined by the Company.

      The provisions of this Section VI.J shall be retroactive and shall apply
to all outstanding Options granted under the Plan, regardless of the date of
grant.

      K.    Exercise of Option and Issue of Shares: Options shall be exercised
by giving written notice to the Company or its designee, together with provision
for payment of the Option price in accordance with Section VI.F. Such written
notice shall be signed by the person exercising the Option, shall state the
number of shares of the Common Stock with respect to which the Option is being
exercised, and shall contain any warranty required by Article VII of the Plan.
The issuance of the shares of the Common Stock upon exercise of the Option may
be delayed by the Company if any law or regulation requires the Company to take
any action with respect to the shares prior to the issuance thereof. Without
limiting the generality of the foregoing, nothing contained herein shall be
deemed to require the Company to issue any shares of the Common Stock if
prohibited by law or applicable regulation.

      The shares of the Common Stock shall, upon issuance, be paid-up,
non-assessable shares.

      L.    Assignability and Transferability of Option: By its terms, an Option
granted to an Option holder shall not be transferable by such Option holder
other than (i) by will or by the laws of descent and distribution, or (ii)
pursuant to a qualified domestic relations order, as defined by the Code or
Title 1 of the Employee Retirement Income Security Act or the rules thereunder,
or (iii) as otherwise determined by the Committee. The designation of a
beneficiary of an Option by an Option holder shall not be deemed a transfer
prohibited by this Section. Except as provided in the preceding sentence, an
Option shall be exercisable, during an Option holder's lifetime, only by the
Option holder (or by his or her legal representative) and shall not be assigned,
pledged, or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation, or other disposition of
any Option or of any rights granted thereunder contrary to the provisions of
this Section, or the levy of any attachment or similar process upon an Option or
other such rights, shall be null and void.

      M.    Other Provisions: The Option Certificates shall be subject to such
other terms and conditions, including, without limitation, restrictions upon the
exercise of the Option, as the Committee shall deem advisable.

      N.    Non-Employee Director Options: Each Director of the Company who is
not (i) an Employee of the Company or any of its Affiliates, and (ii) elected
pursuant to an agreement or arrangement between shareholders of the Company or
between the Company and its shareholders, upon first being appointed or elected
to the Board of Directors of the Company shall be granted two Options: the first
to purchase 40,000 shares of Common Stock (the "Primary Initial Grant") and the
second to purchase 30,000 shares of Common Stock (the "Secondary Initial Grant"
and, together with the Primary Initial Grant, the "Initial Grants"), and upon
every third anniversary thereof shall be granted an Option to purchase 30,000
shares of Common Stock (each a "Subsequent Grant"). Each such Option shall have
an exercise price equal to the fair market value per share of Common Stock on
the date of grant, as determined under Section VI.A. above, and a term of ten
(10) years. The Primary Initial Grant shall be exercisable as to one-fourth
(1/4) of the shares subject thereto upon completion of one full year of service
on the Board of Directors of the Company after the date of grant, and as to an
additional one-fourth (1/4) upon completion of each full year of service
thereafter. The Secondary Initial Grant shall be exercisable as to one-third
(1/3) of the shares subject thereto upon completion of one full year of service
on the Board of Directors of the Company after the date of grant, and as to an
additional one-third (1/3) upon completion of each full year of service
thereafter. Each Subsequent Grant shall be exercisable as to one-third (1/3) of
the shares subject thereto upon completion of one full year of service on the
Board of Directors of the Company after the date of grant, and as to an
additional one-third (1/3) upon completion of

each full year of service thereafter. For any such Director serving in office on
December 6, 1991 and not then a member of the Scientific Board of the Company,
the first such Option (i.e., a Subsequent Grant to purchase 30,000 shares of
Common Stock) shall be granted on the date on which the most recent Option
previously granted to such person, the vesting of which is contingent upon
continued service on the Board of Directors, becomes fully vested, and
subsequent Options under this Section shall be granted on every third
anniversary of such date. For any such Director serving in office on December 1,
2001 who has not previously been granted Options under this Section VI.N because
of such Director's membership on the Scientific Board of the Company, the first
such Option (i.e., a Subsequent Grant to purchase 30,000 shares of Common Stock)
shall be granted on the later of (i) the date on which the most recent stock
option previously granted to such person, the vesting of which is contingent
upon continued service as a consultant to the Company, becomes fully vested or
(ii) December 14, 2001, and subsequent Options under this Section shall be
granted on every third anniversary of such date. Section VI.G, which cancels the
Options of any Option holder determined by the Committee to have been terminated
For Cause, shall not apply to the awards under this Section VI.N.

      O.    Tax Withholding: In the event that any federal, state, or local
income taxes, employment taxes, Federal Insurance Contributions Act withholdings
or other amounts are required by applicable law or governmental regulation to be
withheld from the Option holder's salary in connection with the exercise of an
Option, the Option holder shall advance in cash to the Company, or to any
Affiliate of the Company which employs or employed the Option holder, the amount
of such withholdings unless a different withholding arrangement, including the
use of shares of the Common Stock, is authorized by the Committee (and permitted
by law), provided, however, that with respect to persons subject to Section 16
of the Exchange Act, any such withholding arrangement involving use of shares
shall be in compliance with any applicable provisions of Rule 16b-3 promulgated
under Section 16 of the Exchange Act. If the Committee allows withholding
through use of shares of the Common Stock, it shall be only to the statutory
minimum amount. For purposes hereof, the fair market value of the shares
withheld for purposes of payroll withholding shall be determined in the manner
provided in Section VI.A. as of the date of exercise. If the fair market value
of the shares withheld is less than the amount of payroll withholdings required,
the Option holder may be required to advance the difference in cash to the
Company or the Affiliate employer.

      P.    Reload Options: The Committee may authorize reload Options ("Reload
Options") to purchase for cash or shares a number of shares of the Common Stock.
The number of Reload Options shall equal (i) the number of shares of the Common
Stock used to exercise the underlying Options and (ii) to the extent authorized
by the Committee, the number of shares of the Common Stock used to satisfy any
tax withholding requirement incident to the exercise of the underlying Options.
The grant of a Reload Option will become effective upon the exercise of
underlying Options through the use of shares of the Common

Stock held by the option holder for at least 6 months. Reload Options must be
evidenced in Option Certificates or agreements. The Option price per share of
the Common Stock deliverable upon the exercise of a Reload Option shall be the
Fair Market Value on the date the grant of the Reload Option becomes effective.
The term of each Reload Option shall be equal to the remaining option term of
the underlying Option. No additional Reload Options shall be granted to Option
holders when Options and/or Reload Options are exercised pursuant to the terms
of the Plan following termination of the Option holder's employment or on
account of death or total and permanent disability. All other provisions of the
Plan with respect to Options shall apply equally to Reload Options.

      Q.    Rights as a Shareholder: No Option holder shall have rights as a
shareholder with respect to any shares of the Common Stock covered by such
Option except as to such shares as have been registered in the Company's share
register in the name of such person upon the due exercise of the Option.

      R.    Effect of Corporate Transaction: In the event of a Corporate
Transaction, the Committee shall, prior to the effective date of the Corporate
Transaction, as to each outstanding Option under the Plan either (i) make
appropriate provisions for the Options to be assumed by the successor
corporation or its parent or be replaced with a comparable options to purchase
shares of the capital stock of the successor corporation or its parent; or (ii)
upon written notice to the Option holders provide that all Options must be
exercised and the Plan will terminate (all Options having been made fully
exercisable as set forth below in this Section VI.R); or (iii) terminate all
Options in exchange for a cash payment equal to the excess of the then aggregate
Fair Market Value of the shares subject to such Options (all Options having been
made fully exercisable as set forth below in this Section VI.R) over the
aggregate Option price thereof. The determination of comparability under this
Section shall be made by the Committee and its determination shall be final,
binding and conclusive.

      Each outstanding Option under the Plan which is assumed in connection with
a Corporate Transaction or is otherwise to continue in effect shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would have been issued,
in consummation of such Corporate Transaction, to an actual holder of the same
number of shares of the Common Stock as are subject to such Option immediately
prior to such Corporate Transaction. Appropriate adjustments shall also be made
to the Option price payable per share, provided the aggregate Option price
payable for such securities shall remain the same. In addition, the class and
number of securities available for issuance under the Plan on both an aggregate
and per participant basis shall be appropriately adjusted to reflect the effect
of the Corporate Transaction upon the Company's capital structure.

      If at any time within two (2) years of the effective date of a Corporate
Transaction there is an Involuntary Employment Action with respect to any
Designated Employee, each then outstanding Option assumed or replaced under

this Section and held by such Designated Employee (or a permitted transferee of
such person) shall, upon the occurrence of such Involuntary Employment Action,
automatically accelerate so that each such Option shall immediately become
exercisable for the total number of shares of Common Stock at the time subject
to such Option, as assumed or replaced, and may be exercised for all or any
portion of those shares to the extent not previously exercised. Upon the
occurrence of an Involuntary Employment Action with respect to a Designated
Employee, any outstanding Options held by such Designated Employee (and his or
her permitted transferees) shall be exercisable within one (1) year of the
Involuntary Employment Action or, if earlier, within the originally prescribed
term of the Option. An "Involuntary Employment Action" as to an Designated
Employee shall mean the involuntary termination of the Designated Employee's
employment with the Company or an Affiliate other than For Cause, or the
termination by the Designated Employee of his employment with the Company and
its Affiliates upon the occurrence, without the Option holder's express written
consent, of any of the following circumstances unless such circumstances are
corrected (provided such circumstances are capable of correction): (i) any
adverse and material alteration and diminution in the Option holder's position,
title or responsibilities (other than a mere change in title or reporting
relationship) as they existed immediately prior to the Corporate Transaction or
as the same may be increased from time to time thereafter, (ii) a reduction of
the Option holder's annual base salary or targeted bonus opportunity, in each
case as in effect on the date prior to the Corporate Transaction or as the same
may be increased from time to time thereafter, or (iii) relocation of the
offices at which the Option holder is employed which increases the Option
holder's daily commute by more than 100 miles on a round trip basis.

      In the event the Company terminates the Plan or elects to cash out the
Options in accordance with clauses (ii) and (iii) of the first paragraph of this
Section VI.R, then the exercisability of each Option outstanding under the Plan
shall be automatically accelerated so that each such Option shall immediately
prior to such Corporate Transaction, become exercisable for the full number of
shares of the Common Stock purchasable under such Option to the extent not
previously exercised and may be exercised prior to such Corporate Transaction
for all or any portion of such shares. The Committee shall, in its discretion,
determine the timing and mechanics required to implement the foregoing sentence.

      S.    Acceleration Upon Corporate Change in Control: In the event of a
Corporate Change in Control then the exercisability of each Option outstanding
under the Plan shall be automatically accelerated so that each such Option shall
immediately prior to such Corporate Change in Control, become exercisable for
the full number of shares of the Common Stock purchasable under such Option to
the extent not previously exercised and may be exercised for all or any portion
of such shares consistent with Article VIII within the originally prescribed
term of the Option. The Committee shall, in its discretion, determine the timing
and mechanics required to implement the foregoing sentence. However, an

outstanding Option under the Plan shall not be accelerated under this Section if
and to the extent one or more limitations imposed by the Committee at the time
of grant preclude such acceleration upon a Corporate Change in Control.

      T.    The provisions of Sections VI.R and VI.S shall be retroactive and
shall apply to all Options granted under the Plan, regardless of the date of
grant.

      U.    The grant of Options under the Plan shall in no way affect the right
of the Company to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

VII.  PURCHASE FOR INVESTMENT

      If and to the extent that the issuance of shares pursuant to the exercise
of Options is deemed by the Company to be subject to the Securities Act, or to
the securities law of any other jurisdiction, the Company shall be under no
obligation to issue shares covered by such exercise unless the person or persons
who exercises or who exercise such Option shall make such warranty or take such
action as may be required by any applicable securities law of any applicable
jurisdiction and shall, in the case of the applicability of the Securities Act,
in the absence of an effective registration under the Securities Act with
respect to such shares, warrant to the Company, at the time of such exercise,
that such person is or that they are acquiring the shares to be issued to such
person or to them, pursuant to such exercise of the Option, for investment and
not with a view to, or for sale in connection with, the distribution of any such
shares; and in such events the person or persons acquiring such shares shall be
bound by the provisions of a legend endorsed upon any share certificates
expressing the requirements of any applicable non-United States securities law,
or, in cases deemed governed by the Securities Act, substantially the following
legend, which shall be endorsed upon the certificate or certificates evidencing
the shares issued by the Company pursuant to such exercise:

      "The shares have not been registered under the securities laws of any
      country, including the United States Securities Act of 1933, as amended,
      and the Company may refuse to permit the sale or transfer of all or any of
      the shares until (1) the Company has received an opinion of counsel
      satisfactory to the Company that any such transfer is exempt from
      registration under all applicable securities laws or (2) in the case of
      sales or transfers to which the United States Securities Act of 1933, as
      amended, is applicable, unless a registration statement with respect to
      such shares shall be effective under such Act, as amended."

Without limiting the generality of the foregoing, the Company may delay issuance
of the shares until completion of any action or obtaining of any consent

which the Company deems necessary under any applicable law (including without
limitation state securities or "blue sky" laws).

VIII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

      In the event that outstanding shares of the Common Stock are changed into
or exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, change in par value, stock
split-up, combination of shares or dividend payable in capital stock, or the
like except in a Corporate Transaction for which such adjustments are set forth
in Section VI.R above, appropriate adjustment shall be made in the number and
kind of shares for the purchase of which Options may be granted under the Plan,
including Options to be granted pursuant to Section VI.N above, and, in
addition, appropriate adjustment shall be made in the number and kind of shares
and in the Option price per share subject to outstanding Options so that each
Option holder shall be in a position equivalent to the position the Option
holder would have been in had the Option holder exercised the Options
immediately prior to the applicable event.

IX.   DISSOLUTION OR LIQUIDATION OF THE COMPANY

      Upon the dissolution or liquidation of the Company other than in
connection with transactions to which the preceding Article VIII is applicable,
all Options granted hereunder shall terminate and become null and void;
provided, however, that if the rights hereunder of an Option holder or one who
acquired an Option by will or by the laws of descent and distribution have not
otherwise terminated and expired, the Option holder or such person shall have
the right immediately prior to such dissolution or liquidation to exercise any
Option granted hereunder to the extent that the right to purchase shares
thereunder has accrued as of the date of exercise immediately prior to such
dissolution or liquidation.

X.    TERMINATION OF THE PLAN

      Unless the Committee shall decide to reduce or, subject to shareholder
approval, if required under Article XI, to extend the duration of the Plan, the
Plan shall terminate on December 31, 2011. Termination of the Plan shall not
affect any Options granted or any Option Certificates or agreements executed
prior to the effective date of termination.

XI.   AMENDMENT OF THE PLAN

      The Plan may be amended by the Committee or the Board of Directors of the
Company; provided, however, that if the scope of any amendment is such as to
require shareholder approval then such amendment shall require approval by the
shareholders. Any amendment shall not affect any Options theretofore granted

and any Option Certificates or agreements theretofore executed by the Company
and any Option holder unless such amendment shall expressly so provide. No
amendment shall adversely affect any Option holder with respect to an
outstanding Option without the written consent of such Option holder. With the
consent of the Option holder affected, the Committee may amend any outstanding
Option Certificate or agreement in a manner not inconsistent with the Plan,
including, without limitation, to accelerate the date of exercise of any
installment of any Option.

XII.  EMPLOYMENT RELATIONSHIP

      Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating the employment of any Employee, nor to prevent any
Employee from terminating his employment with the Company or an Affiliate.

XIII. EFFECTIVE DATE

      The Plan first became effective on January 2, 1985.

XIV   GOVERNING LAW

      The Plan shall be construed and enforced in accordance with the law of The
Commonwealth of Massachusetts.

EX-10.2

                                                                    EXHIBIT 10.2

                   AGREEMENT AND AMENDMENT TO RIGHTS AGREEMENT

1.    GENERAL BACKGROUND. In accordance with Section 21 of the Rights Agreement
      (the "Agreement") between STATE STREET BANK AND TRUST COMPANY ( "State
      Street Bank") and BIOGEN, INC. ("Biogen") dated May 8, 1999 (the
      "Agreement"), State Street Bank, Biogen and EquiServe Trust Company, N.A.
      ("EquiServe") desire to enter into this Agreement and Amendment in order
      to effect the appointment of EquiServe to replace State Street Bank as
      Rights Agent under the Agreement.

2.    EFFECTIVE DATE. This Agreement and Amendment shall be effective as of May
      31, 2002 (the "Effective Date"). Capitalized terms used herein and not
      defined shall have the meanings ascribed to them in the Agreement.

3.    AGREEMENT. Biogen, State Street Bank and EquiServe hereby agree that
      EquiServe shall be appointed as Rights Agent as of the Effective Date and
      State Street Bank shall resign as Rights Agent immediately upon the
      appointment of EquiServe as Rights Agent. In accordance therewith, Biogen
      hereby appoints EquiServe to act as Rights Agent in accordance with the
      terms and conditions of the Agreement, as amended by this Agreement and
      Amendment, and EquiServe hereby accepts such appointment as of the
      Effective Date. EquiServe represents, warrants and covenants to Biogen
      that it is, and will continue to be for so long as it is Rights Agent, a
      corporation or trust company organized and doing business under the laws
      of the United States, in good standing, which is authorized under such
      laws to exercise corporate trust or stock transfer powers and is subject
      to supervision or examination by federal or state authority and
      individually or combined with an affiliate has a combined capital and
      surplus of at least $100 million dollars. As of the Effective Date,
      EquiServe shall be vested with, and subject to, the same powers, rights,
      duties and responsibilities as if it had been originally named as Rights
      Agent under the Agreement without further act or deed. State Street Bank
      hereby represents, warrants and covenants to Biogen and EquiServe that it
      will deliver and transfer to EquiServe any and all property related to the
      Agreement held by it as of the Effective Date, and execute and deliver any
      further assurance, conveyance, act or deed necessary to effect the purpose
      of this Agreement and Amendment and the appointment of EquiServe as Rights
      Agent in replacement of State Street Bank. State Street Bank represents,
      covenants and warrants to Biogen that it was in full compliance with all
      provisions in the Agreement applicable to it as of the Effective Date.

4.    AMENDMENTS TO THE AGREEMENT.

      a.    The definition of "Rights Agent" in the first paragraph of the
            Agreement is hereby changed from "State Street Bank and Trust
            Company, a Massachusetts Trust Company" to "EquiServe Trust Company,
            N.A, a Massachusetts Trust Company".

      b.    The notice address for the Rights Agent in Section 26 of the
            Agreement shall be deleted in its entirety and replaced with
            "EquiServe Trust Company, N.A, a Massachusetts Trust Company, 150
            Royall Street, Canton, Massachusetts, 02021, Attention: Client
            Administration".

5.    Except as amended by this Agreement and Amendment, the Agreement and all
      schedules or exhibits thereto shall remain in full force and effect.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Amendment
to be executed in their names and on their behalf by and through their duly
authorized officers, as of this 31st day of May, 2002.

BIOGEN, INC.                            STATE STREET BANK AND TRUST COMPANY

/s/ Anne Marie Cook                     /s/ Charles Rossi
- ---------------------------             ------------------------------
Anne Marie Cook                         Charles Rossi
Vice President - Chief                  Division President
  Corporate Counsel

                                        EquiServe Trust Company, N.A.

                                        /s/ Carol Mulvey-Eri
                                        -----------------------------
                                        Carol Mulvey-Eri
                                        Managing Director

EX-99.1

                                                                    EXHIBIT 99.1

                                 CERTIFICATION
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
            (SUBSECTIONS (a) and (b) OF SECTION 1350, CHAPTER 63 OF
                         TITLE 18, UNITED STATES CODE)

     Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of title 18, United States Code), each of
the undersigned officers of Biogen, Inc., a Massachusetts corporation (the
"Company"), does hereby certify, to such officer's knowledge, that:

     The Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the
"Form 10-Q") of the Company fully complies with the requirements of Section
13(a) of 15(d) of the Securities Exchange Act of 1934, and the information
contained in the Form 10-Q fairly presents, in all material respects, the
financial condition and results of operations of the Company.

Dated:  August 14, 2002                 /s/ James C. Mullen
                                        ------------------------------------
                                        JAMES C. MULLEN
                                        CHAIRMAN, CHIEF EXECUTIVE OFFICER
                                         AND PRESIDENT


Dated: August 14, 2002                  /s/ Peter N. Kellogg
                                        -------------------------------------
                                        PETER N. KELLOGG
                                        EXECUTIVE VICE PRESIDENT - FINANCE
                                         AND CHIEF FINANCIAL OFFICER

     The foregoing certification is being furnished solely pursuant to section
906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350,
chapter 63 of title 18, United States Code) and is not being filed as part of
the Form 10-Q or as a separate disclosure document.