<PAGE>   1
                                                                     Exhibit 3.1
                                                                     -----------


FORM CD-26-5M-8-83


                        The Commonwealth of Massachusetts
                 Office of the Massachusetts Secretary of State
                       MICHAEL JOSEPH CONNOLLY, SECRETARY
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-3002117
                                                              ----------

                  CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                            A SERIES OF A CLASS STOCK

                     General Laws, Chapter 156B, Section 26



                                    ---------



     We, James L. Vincent, President and Frederic A. Eustis, III, 
Clerk of

                                   BIOGEN, INC.
--------------------------------------------------------------------------------
                              (Name of Corporation)

located at 14 CAMBRIDGE CENTER, CAMBRIDGE, MASSACHUSETTS 02142 do hereby certify
that at a meeting of the directors of the corporation held on MAY 8, 1989 , the
following vote establishing and designating a series of a class of stock and
determine the relative rights and preferences thereof was duly adopted.

            (see Continuation Sheets 2A through 2LL attached hereto)


NOTE:  Votes for which the space provided above is not sufficient should be set
       out on continuation sheets to be numbered 2A, 2B, etc. Continuation
       sheets must have a left-hand margin 1 inch for binding and shall be
       8 1/2" x 11". Only one side should be used.



<PAGE>   2

                              Continuation Sheet 2A
                              ---------------------


                                  Biogen, Inc.

                                ----------------

                           CERTIFICATE OF DESIGNATION
                                       OF
                               $2.125 CONVERTIBLE
                          EXCHANGEABLE PREFERRED STOCK

              (Pursuant to Section 26 of the Massachusetts Business
                                Corporation Law)

                                ----------------

     Biogen, Inc., a corporation organized and existing under the Business
Corporation Law of the Commonwealth of Massachusetts (hereinafter called the
"Corporation"), do hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 26 of the
Business Corporation Law (the "MBCL") at a meeting duly called and held on May
8, 1989:

     RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this Corporation (hereinafter called the "Board of Directors" of
the "Board") in accordance with the provisions of the Articles of Organization,
the Board of Directors hereby creates a series of $2.125 Convertible
Exchangeable Preferred Stock, par value $.01 per shares, of the Corporation and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof (in addition to any provisions set
forth in the Articles of Organization of the Corporation which are applicable to
the preferred stock of all classes and series) as follows:


<PAGE>   3

                              Continuation Sheet 2B
                              ---------------------

     $2.125 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK:

     Section 1. DESIGNATION AND AMOUNT. The Shares of such series shall be
designated as "$2.125 Convertible Exchangeable Preferred Stock" (the
"Exchangeable Preferred Stock") and the number of shares constituting the
Exchangeable Preferred Stock shall be 2,760,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; PROVIDED; that
no decrease shall reduce the number of shares of Exchangeable Preferred Stock to
a number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding options, rights or warrants
or upon the conversion of any outstanding securities issued by the Corporation
convertible into Exchangeable Preferred Stock.

     Section 2. STATED CAPITAL. The amount to be represented in stated capital
at all times for each share of Exchangeable Stock shall be $.01.

     Section 3. RANK. All Exchangeable Preferred Stock shall rank prior to all
of the Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), and Series A Junior Participating Preferred Stock, $.01 par value (the
"Series A Preferred Stock"), now or hereafter issued, both as to payment of
dividends and as to distributions of assets upon liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary.


<PAGE>   4



                              Continuation Sheet 2B
                              ---------------------

     Section 4. DIVIDENDS AND DISTRIBUTIONS. The holders of shares of
Exchangeable Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for such
purpose, dividends at the rate of $2.125 per annum per share, and no more, which
shall be fully cumulative, shall accrue without interest from the date of
original issuance and shall be payable in cash quarterly on March 15, June 15,
September 15, and December 15 of each year commencing September 15, 1989 (except
that if such date is a Saturday, Sunday or legal holiday, then such dividend
shall be payable on the next day that is not a Saturday, Sunday or legal
holiday) to holders of record as they appear on the stock books of the
Corporation on such record dates, not more than 60 nor less than 10 day
preceding the payment dates for such dividends, as shall be fixed by the Board.
The amount of dividends payable per share of Exchangeable Preferred Stock for
each quarterly dividend period shall be computed by dividing the annual dividend
amount by four. The amount of dividends payable for the initial dividend period
and any period shorter than a full quarterly dividend period shall be computed
on the basis of a 360-day year of twelve 30-day months. No dividends or other
distributions, other than dividends payable solely in shares of Common Stock or
Series A Preferred Stock or other capital stock of the Corporation ranking
junior as to dividends to the Exchangeable Preferred Stock (collectively, the
"Junior


<PAGE>   5


                              Continuation Sheet 2D
                              ---------------------

Dividend Stock"), shall be paid or set apart for payment on, and no purchase,
redemption or other acquisition shall be made by the Corporation of, any shares
of Junior Dividend Stock unless and until all accrued and unpaid dividends on
the Exchangeable Preferred Stock, including the full dividend for the
then-current quarterly dividend period, shall have been paid or declared and set
apart for payment.
     If at any time any dividend on any capital stock or the Corporation ranking
senior as to dividends to the Exchangeable Preferred Stock (the "Senior Dividend
Stock") shall be in default, in whole or in part, no dividend shall be paid or
declared and set apart for payment on the Exchangeable Preferred Stock unless
and until all accrued and unpaid dividends with respect to the Senior Dividend
Stock, including the full dividends for the then-current dividend period, shall
have been paid or declared and set apart for payment, without interest. No full
dividends shall be paid or declared and set apart for payment on any class or
series of the Corporation's capital stock ranking, as to dividends, on a parity
with the Exchangeable Preferred Stock (the "Parity Dividend Stock") for any
period unless full cumulative dividends have been, or contemporaneously are,
paid or declared and set apart for such payment on the Exchangeable Preferred
Stock for all dividend payment periods terminating on or prior to the date of
payment of such full cumulative dividends. No full dividends shall be


<PAGE>   6


                              Continuation Sheet 2E
                              ---------------------

paid or declared and set apart for payment on the Exchangeable Preferred Stock
for any period unless full cumulative dividends have been, or contemporaneously
are, paid or declared and set apart for payment on the Parity Dividend Stock for
all dividend period terminating on or prior to the date of payment of such full
cumulative dividends. When dividends are not paid in full upon the Exchangeable
Preferred Stock and the Parity Dividend Stock, all dividends paid or declared
and set apart for payment upon shares of Exchangeable Preferred Stock and the
Parity Dividend Stock shall be paid or declared and set apart for payment pro
rata, so that the amount of dividends paid or declared and set apart for payment
per share on the Exchangeable Preferred Stock and the Parity Dividend Stock
shall in all cases bear to each other the same ratio that accrued and unpaid
dividends per share on the shares of Exchangeable Preferred Stock and the Parity
Dividend Stock bear to each other.
     Any reference to "distribution" contained in this Section 4 shall be deemed
to include any stock dividend or distributions made in connection with any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary.
     Section 5. LIQUIDATION PREFERENCE. In the event of a liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of Exchangeable


<PAGE>   7


                              Continuation Sheet 2F
                              ---------------------

Preferred Stock shall be entitled to receive out of the assets of the
Corporation, whether such assets are stated capital or surplus of any nature, an
amount equal to the dividends accrued and unpaid thereon to the date of final
distribution to such holders, whether or not declared, without interest, and a
sum equal to $25 per share, and no more, before any payment shall be made or any
assets distributed to the holders of Common Stock, Series A Preferred Stock or
any other class or series of the Corporation's capital stock ranking junior as
to liquidation rights to the Exchangeable Preferred Stock (collectively, the
"Junior Liquidation Stock"); PROVIDED, HOWEVER, that such rights shall accrue to
the holders of Exchangeable Preferred Stock only in the event that the
Corporation's payments with respect to the liquidation preferences of the
holders of capital stock of the Corporation ranking senior as to liquidation
rights to the Exchangeable Preferred Stock (the "Senior Liquidation Stock") are
fully met. The entire assets of the Corporation available for distribution after
the liquidation preferences of the Senior Liquidation Stock are fully met shall
be distributed ratably among the holders of the Exchangeable Preferred Stock and
any other class or series of the Corporation's capital stock which may hereafter
be created having a parity as to liquidation rights with the Exchangeable
Preferred Stock in proportion to the respective preferential amounts to which
each is entitled (but


<PAGE>   8


                              Continuation Sheet 2G
                              ---------------------

only to the extent of such preferential amounts). Neither a consolidation or
merger of the Corporation with another corporation nor a sale or transfer of all
or part of the Corporation's assets for cash securities or other property will
be considered a liquidation, dissolution or winding up of the Corporation.

     Section 6. REDEMPTION AT OPTION OF THE CORPORATION. The Corporation may not
redeem the Exchangeable Preferred Stock prior to June 15, 1991. The Corporation,
at its option, may after June 15, 1991, redeem at any time all, or from time to
time a portion, of the Exchangeable Preferred Stock on any date set by the Board
of Directors, if redeemed during the twelve-month period beginning June 15 of
the year specified below, at the following cash redemption prices per share:
<TABLE>

<CAPTION>
                  Year                           Redemption Price
                  ----                           ----------------

                  <S>                                 <C>                
                  1991                                $26.7000
                  1992                                $26.4875
                  1993                                $26.2750
                  1994                                $26.0625
                  1995                                $25.8500
                  1996                                $25.6375
                  1994                                $25.4250
                  1998                                $25.2125
</TABLE>


and thereafter at $25 per share, plus, in each case an amount in cash equal to
all dividends on the Exchangeable Preferred Stock accrued and unpaid thereon,
whether or not declared, pro rata to the date fixed for redemption, each sum
being hereinafter referred to as the "Redemption Price."


<PAGE>   9


                              Continuation Sheet 2H
                              ---------------------

     In case of the redemption of less than all of the then outstanding
Exchangeable Preferred Stock, the Corporation shall designate by lot, or in such
other manner as the Board of Directors may determine, the shares to be redeemed,
or shall effect such redemption pro rata. Notwithstanding the foregoing, the
Corporation shall not redeem less than all of the Exchangeable Preferred Stock
at any time outstanding until all dividends accrued and in arrears upon all
Exchangeable Preferred Stock than outstanding shall have been paid for all past
dividend periods.
     Not more than 60 nor less than 30 days prior to the redemption date, notice
by first class mail, postage prepaid, shall be given to the holders of record of
the Exchangeable Preferred Stock to be redeemed, address to such stockholders at
their last addresses as shown on the books of the Corporation. Each such notice
of redemption shall specify the date fixed for redemption, the redemption price,
the place or places of payment, the then effective conversion price and that the
right of holders of shares of Exchangeable Preferred Stock being redeemed to
exercise their conversion right shall terminate as to such shares at the close
of business on the date fixed for redemption (PROVIDED that no default by the
Corporation in the payment of the Redemption Price shall have occurred and be
continuing), that payment will be made upon presentation and surrender of the
shares of Exchangeable


<PAGE>   10


                              Continuation Sheet 2I
                              ---------------------

Preferred Stock, that accumulated but unpaid dividends to the date fixed for
redemption will be paid on the date fixed for redemption, and that on and after
the redemption date, dividends will cease to accumulate on such shares.
     Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the holder of the Exchangeable
Preferred Stock receives such notice; and failure to give such notice by mail,
or any defect in such notice, to the holders of any shares designated for
redemption shall not affect the validity of the proceedings for the redemption
of any other shares of Exchangeable Preferred Stock. On or after the date fixed
for redemption as stated in such notice, each holder of the shares called for
redemption shall surrender the certificate (or certificates) evidencing such
shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the Redemption Price. If fewer than
all shares represented by any such surrendered certificate (or certificates) are
redeemed, a new certificate shall be issued representing the unredeemed shares.
If, on the date fixed for redemption, funds necessary for the redemption shall
be available therefor and shall have been irrevocably deposited or set aside,
then, notwithstanding that the certificates evidence any shares so called for
redemption shall not have been surrendered, the dividends with respect to the
shares so called shall cease to


<PAGE>   11


                               Continuing Sheet 2J
                               -------------------

accrue after the date fixed for redemption, the shares shall no longer be deemed
outstanding, the holders thereof shall cease to be stockholders, and all rights
whatsoever with respect to the shares so called for redemption (except the right
of the holders to receive the Redemption Price without interest upon surrender
of their certificates therefor) shall terminate Shares of Exchangeable Preferred
Stock redeemed by the Corporation shall be restored to the status of authorized
but unissued shares of preferred stock of the Corporation shall be restored to
the status of authorized but unissued shares of preferred stock of the
Corporation, pursuant to Section 21A of the MBCL, without designation as to
series, and may thereafter be reissued, but not as shares of Exchangeable
Preferred Stock.
     Section 7. REDEMPTION AT OPTION OF HOLDERS. In the event that (i) any
person (with the defined meaning as used in Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) becomes the beneficial
owner (as defined in Ruled 13d-3 under the Exchange Act) of more than 50% of the
Common Stock other than: (x) in a transaction or series of transactions in which
such person acquires at least 50% of the total securities beneficially owned by
such person in direct issuances from the Corporation or (y) by means of a merger
of the Corporation with or into a subsidiary or affiliate of such person (a
"Share Acquisition"), or (ii) the Corporation is a party to a business
combination, including a merger or consolidation or the sale of all or
substantially all


<PAGE>   12


                              Continuation Sheet 2K
                              ---------------------

of its assets and as a result of such business combination, the Exchangeable
Preferred Stock thereafter is not convertible into common stock of the
Corporation or of the ultimate parent of the Corporation which common stock is
traded on the New York Stock Exchange, the American Stock Exchange or through
the NASDAQ National Market System, each holder of Exchangeable Preferred Stock,
subject to the conditions of this Section 7, shall have the option to require
the Corporation to redeem all, but not less than all, of the Exchangeable
Preferred Stock owned by such holder at $25 per share plus accrued and unpaid
dividends, whether or not declared, pro rata to the redemption date.
     In the event of any Share Acquisition, the Corporation shall, at the close
of business on the date which is 45 days after the date of such Share
Acquisition, upon the written demand of any record holder of Exchangeable
Preferred Stock who so requests, redeem all of the Exchangeable Preferred Stock
owned by such holder at $25 per share plus accrued and unpaid dividends to but
not including such 45th day. Within five days after the Corporation has
knowledge that such Share Acquisition has occurred, it shall mail to each record
holder of Exchangeable Preferred Stock a form of written demand to be used by
such holder to exercise his right of redemption (a "Demand Form") and a notice
which shall disclose the occurrence of the Share Acquisition and the right of
such holder to


<PAGE>   13


                              Continuation Sheet 2L
                              ---------------------

require the Corporation to redeem such Exchangeable Preferred Stock pursuant to
this Section 7 and shall state the redemption date, the redemption price, the
place or places of payment, that payment will be made upon presentation and
surrender of the shares of Exchangeable Preferred Stock and the date by which
such holder must notify the Corporation if it elects to require the Corporation
to make such redemption. Within 15 days after the Corporation has knowledge that
a Share Acquisition has occurred, it also shall deposit in trust with The First
National Bank of Boston ("The Bank of Boston") or a bank having a combined
capital and surplus in excess of $50,000,000, as trustee, for the benefit of
holder of Exchangeable Preferred Stock which elect to require the Corporation to
redeem such stock pursuant to this Section 7, funds sufficient to redeem on the
redemption date of all of the Exchangeable Preferred Stock outstanding on the
date of delivery of the notice referred to above. Each record holder of
Exchangeable Preferred Stock which elects to require the Corporation to redeem
on the redemption date all of the Exchangeable Preferred Stock which such holder
owns shall deliver to eh Company not later than the redemption date a completed
Demand Form relating to the Exchangeable Preferred Stock to be redeemed. After
the redemption date, the Corporation shall be entitled to receive from the funds
which it deposited in trust for the redemption of Exchangeable Preferred Stock
on such redemption date an amount equal


<PAGE>   14


                              Continuation Sheet 2M
                              ---------------------

to that portion of such funds which was deposited in respect of shares of
Exchangeable Preferred Stock which the holders thereof did not elect to have
redeemed pursuant to this Section 7. The term "redemption date," as used in
connection with a redemption resulting from a Share Acquisition shall mean the
close of business on the 45th day after the date of the Share Acquisition.
     In the event of any business combination described in the first paragraph
of this Section 7, the Corporation shall, immediately prior to the effectiveness
of such business combination, upon demand of any record holder of Exchangeable
Preferred Stock which so requests, redeem all of the Exchangeable Preferred
Stock owned by each such holder at $25 per share plus accrued and unpaid
dividends to the date on which such business combination occurs. Not later than
35 days prior to the effectiveness of any such business combination, the
Corporation shall mail to each record holder of Exchangeable Preferred Stock a
Demand Form and a notice which shall disclose such business combination and the
right of such holder of Exchangeable Preferred Stock pursuant to this Section 7
and shall state the anticipated redemption date, the redemption price, the place
of places that payment will be made upon presentation and surrender of the
shares of Exchangeable Preferred Stock and the date by which


<PAGE>   15


                              Continuation Sheet 2N
                              ---------------------

such holder must notify the Corporation if its elects to require the Corporation
to make such redemption. Prior to the effectiveness of such business
combination, the Corporation also shall deposit in trust it The Bank of Boston
or a bank having a combined capital and surplus in excess of $50,000,00, as
trustee, for the benefit of holders of Exchangeable Preferred Stock which elect
to require the Corporation to redeem such stock pursuant to this Section 7,
immediately available funds sufficient to redeem on the redemption date all of
the Exchangeable Preferred Stock which, pursuant to this Section 7, holders have
elected to require the Corporation to redeem. Each record holder of Exchangeable
Preferred Stock which elects to require the Corporation to redeem on the
redemption date all of the Exchangeable Preferred Stock which it owns must
submit to the Corporation not later than the redemption date a completed Demand
Form relating to the Exchangeable Preferred Stock to be redeemed. The
Corporation agrees that it will not complete any business combination described
in this Section 7 unless proper provision has been made to satisfy its
obligations under this Section 7. The term "redemption date," as used in
connection with a redemption upon the occurrence of a business combination under
this Section 7, shall mean the time immediately prior to the effectiveness of
such business combination referred to therein.

     Any notice by the Corporation which is mailed as herein provided shall be
conclusively presumed to have been


<PAGE>   16


                              Continuation Sheet 2O
                              ---------------------

duly given, whether or not the holder of Exchangeable Preferred Stock receives
such notice; and failure to give such notice by mail, or any defect in such
notice, to the holders of any shares shall not affect the validity of the
proceedings for the redemption of any other shares of Exchangeable Preferred
Stock. An election by a holder of Exchangeable Preferred Stock to have the
Corporation redeem such stock pursuant to this Section 7 shall become
irrevocable on the relevant redemption date. On or after the date fixed for
redemption as stated in any notice delivered by the Corporation, each holder of
the shares called for redemption shall surrender the certificates evidence such
shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the relevant redemption price in
accordance with the terms of this Section 7. If any such certificates shall be
so surrendered in connection with a redemption required to be made as a result
of any business combination described in the first paragraph of this Section 7
and for whatever reason such business combination shall cause such certificates
to be returned promptly to the respective holder thereof.
     If, on the date fixed for redemption under any provision of this Section 7,
funds necessary for the redemption shall be available therefor and shall have
been deposited in trust as required by this Section 7, then in the case of any


<PAGE>   17


                              Continuation Sheet 2P
                              ---------------------

shares of Exchangeable Preferred Stock to be redeemed as a result of a Share
Acquisition, after the close of business on the redemption date and, in the case
of any shares of Exchangeable Preferred Stock to be redeemed as a result of a
business combination described in this first paragraph of this Section 7, after
the effectiveness of the business combination, notwithstanding that the
certificates evidencing any shares which the holders thereof had elected to have
redeemed shall not have been surrendered, the dividends with respect to such
shares shall cease to accrue, such shares shall no longer be deemed outstanding,
the holders thereof shall cease to be stockholders, and all rights whatsoever
with respect to such shares (except the right of the holders to receive the
relevant redemption price without interest upon surrender of this certificates
therefor) shall terminate. Shares of Exchangeable Preferred Stock redeemed by
the Corporation shall be restored to the status of authorized but unissued
shares of preferred stock of the Corporation, pursuant to Section 21A of the
MBCL, without designation as to series, and may thereafter be reissued, but not
as shares of Exchangeable Preferred Stock.
     Section 8. NO SINKING FUND. The shares of Exchangeable Preferred Stock
shall not be subject to the operation of a purchase, retirement or sinking fund.
     Section 9. CONVERSION. The holders of the Exchangeable Preferred Stock may,
upon surrender of the


<PAGE>   18


                              Continuation Sheet 2Q
                              ---------------------

certificates therefor, convent any or all of their shares of Exchangeable
Preferred Stock into fully paid and nonassessable shares of Common Stock and
such other securities and property as hereafter provided at any time after
issuance thereof, but not later than (i) the close of business on the date, if
any, fixed for redemption thereof in any notice of redemption given pursuant to
the provisions of Section 6 hereof if there is no default in payment of the
Redemption Price, (ii) in the case of Exchangeable Preferred Stock which the
holder thereof has elected to require the Corporation to redeem in the event of
a Share Acquisition pursuant to Section 7 hereof, the closet of business on the
date fixed for the redemption thereof in any notice of redemption given pursuant
to the provisions of Section 7 hereof and, in the case of a redemption to be
made as a result of a business combination described in the first paragraph of
Section 7 hereof, immediately prior to the effectiveness of such business
combination, in either case if there is no default in payment of the relevant
redemption price or (iii) the close of business on the date, if any, as may have
been fixed for the exchange thereof in any notice of exchange given pursuant to
the provisions of Section 11 hereof if any amount equal to all accrued and
unpaid dividends to the date of exchange shall have been paid or declared and
set apart for payment and the Debentures, as defined in Section 11, are legally
and validly issuable upon surrender of shares of


<PAGE>   19


                              Continuation Sheet 2R
                              ---------------------

Exchangeable Preferred Stock. Each share of Exchangeable Preferred Stock shall
be convertible at the office of any transfer agent for the Exchangeable
Preferred Stock, and at such other office or offices, if any, as the Board of
Directors may designate, into that number of fully paid and nonassessable shares
of Common Stock (calculated as to each conversion to the nearest 1/100th of a
share) as shall be equal to the Conversion Rate, determined as hereinafter
provided, in effect at the time of conversion. Shares of Exchangeable Preferred
Stock may initially be converted into full shares of Common Stock at the rate of
1,6393 shares of Common Stock for each share of Exchangeable Preferred Stock,
subject to adjustment as hereinafter provided (the "Conversion Rate"). The
"Conversion Price" shall be made in respect of cash dividends on Common Stock or
Exchangeable Preferred Stock that may be accrued and unpaid at the date of
surrender for conversion. Notwithstanding anything in this Section 9 to the
contrary, no change in the Conversion Rate shall actually be made until the
cumulative effect of the adjustments called for by this Section 9 since the date
of the last change in the Conversion Rate would change the Conversion Rate by
more than 1%. However, once the cumulative effect would result in a change, then
the Conversion Rate shall actually be changed to reflect all adjustments called
for by his Section 9 and not previously


<PAGE>   20


                              Continuation Sheet 2S
                              ---------------------

made. Notwithstanding anything in this Section 9, no change in the Conversion
Rate shall be made which would result in a Conversion Price of less than the par
value of the Common Stock into which shares of Exchangeable Preferred Stock are
at the time convertible.
     Each share of Common Stock issued upon conversion of the Exchangeable
Preferred Stock will be accompanied by one Right to Purchase Series A Preferred
Stock (the "Right") which shall entitle the registered holder of the related
share of Common Stock to the privileges relating to such Right as specified in
the Rights Agreement, dated as of May 8, 1989, between the Corporation and The
First National Bank of Boston, unless such conversion occur after May 8, 1999 or
the Rights are redeemed by the Corporation prior to such conversion.
     The right of the holders of Exchangeable Preferred Stock to convert their
shares shall be exercised by surrendering for such purpose to the Corporation or
its agent, as provided above, certificates representing shares to be converted,
duly endorsed in blank or accompanied by proper instruments or transfer. The
Corporation shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery upon conversion of
shares of Common Stock or other securities or property in a name other than that
of the holder of the shares of the Exchangeable Preferred Stock being converted
and the


<PAGE>   21


                              Continuation Sheet 2T
                              ---------------------

Corporation shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons requesting the
issuance thereof shall have paid to the Corporation the amount of any such tax
or shall have established to the satisfaction of the Corporation that such tax
has been paid.
     A number of shares of the authorized but unissued Common Stock sufficient
to provide for the conversion of the Exchangeable Preferred Stock outstanding
upon the basis hereinbefore provided shall at all times be reserved by the
Corporation, free from preemptive rights, for such conversion, subject to the
provisions of the next succeeding paragraph. If the Corporation shall issue any
securities or make any change in its capital structure which would change the
number of shares of Common Stock into which each share of the Exchangeable
Preferred Stock shall be convertible as herein provided, the Corporation shall
at the same time also make proper provision so that thereafter there shall be a
sufficient number of shares of Common Stock authorized and reserved, free from
preemptive rights, for conversion of the outstanding Exchangeable Preferred
Stock on the new basis.
     In case of any consolidation or merger of the Corporation with any other
corporation (other than a wholly owned subsidiary of the Corporation), or in
case of any sale or transfer of all or substantially all of the assets of the


<PAGE>   22


                              Continuation Sheet 2U
                              ---------------------

Corporation, or in the case of any share exchange pursuant to which all of the
outstanding shares of Common Stock are converted into other securities or
property, the Corporation shall make appropriate provision or cause appropriate
provision to be made so that holders of each share of Exchangeable Preferred
Stock then outstanding shall have the right thereafter to convert such share of
Exchangeable Preferred Stock into the kind and amount of shares of stock and
other securities and property receivable upon such consolidation, merger, sale,
transfer or share exchange by a holder of the number of shares of Common Stock
into which such shares of Exchangeable Preferred Stock might have been converted
immediately prior to that effective date of such consolidation, merger, sale,
transfer or share exchange. If in connection with any such consolidation,
merger, sale, transfer or share exchange, each holder of shares of Common Stock
is entitled to elect to receive either securities, case or other assets upon
completion of such transaction, the Corporation shall provide or cause to be
provided to each holder of Exchangeable Preferred Stock the right to elect the
securities, cash or other assets into which the Exchangeable Preferred Stock
held by such holder shall be convertible after completion of any such
transaction on the same terms and subject to the same conditions applicable to
holders of the Common Stock (including, without limitation, notice of the right
to elect,


<PAGE>   23


                              Continuation Sheet 2V
                              ---------------------

limitations on the period in which such election shall be made and the effect of
failing to exercise the election). The Corporation shall not effect any such
transaction unless the provisions of this paragraph have been compiled with. The
above provisions shall similarly apply to successive consolidations, mergers,
sales, transfers or share exchanges. 
     Upon the surrender of certificates representing shares of Exchangeable
Preferred Stock, the person converting shall be deemed to be the holder or
record of the Common Stock issuable upon such conversion and all rights with
respect to the shares surrendered shall forthwith terminate except the right to
receive the Common Stock or other securities, cash or other assets as herein
provided.
     No fractional shares of Common Stock shall be issued upon conversion of
Exchangeable Preferred Stock but, in lieu of any fraction of a share of Common
Stock which would otherwise be issuable in respect to the aggregate number of
such shares surrendered for conversion at one time by the same holder, the
Corporation shall pay in cash an amount equal to the product of (i) the Closing
Price of a share of Common Stock on the last trading day before the conversion
date and (ii) such fraction of a share.
     The "Closing Price" for each day shall be the last reported sales price
regular way or, in case no sale takes place on such day, the average of the
closing bid and asked


<PAGE>   24


                              Continuation Sheet 2W
                              ---------------------

prices regular way on such day, in either case as reported on the New York Stock
Exchange Composite Tape, or, if the Common Stock is not listed or admitted to
trading on such Exchange, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or, if not listed or admitted
to trading on any national securities exchange, on the NASDAQ National Market
System, or, if not admitted for quotation on the NASDAQ National Market System,
the average of the high bid and low asked prices on such day as recorded by the
National Association of Securities Dealers, Inc. through NASDAQ shall not have
reported any hid and asked prices for the Common Stock on such day, the average
of the bid and asked prices for such day as furnished by any New York Stock
Exchange member firm selected from time to time by the Corporation for such
purpose, or if no such bid and asked prices can be obtained from any such firm,
the fair market value of one share of Common Stock on such day as determined in
good faith by the Board of Directors of the Corporation.

     The Conversion Rate shall be adjusted from time to time under certain
circumstances, subject to the provisions of the last three sentences of the
first paragraph of this Section 9 as follows:

     (1) In case the Corporation shall (w) pay a dividend or make a distribution
on its Common Stock in shares of its


<PAGE>   25


                              Continuation Sheet 2X
                              ---------------------

capital stock, (x) subdivide its outstanding Common Stock into a greater number
of shares, (y) combine the shares of its outstanding Common Stock into a smaller
number of shares, or (z) issue by reclassification of its Common Stock any
shares of its capital stock, then in each such case the Conversion Rate in
effect immediately prior thereto shall be proportionately adjusted so that the
holder of any Exchangeable Preferred Stock thereafter surrendered for conversion
shall be entitled to receive, to the extent permitted by applicable law, the
number and kind of shares of capital stock of the Corporation which it would
have owned or have been entitled to receive after the happening of such event
had such Exchangeable Preferred Stock been converted immediately prior to the
record date (or if no record date has been established in connection with such
event, the effective date for such action). An adjustment pursuant to this
subparagraph (1) shall become effective immediately after the record date in the
case of a stock dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification.
     (2) In the case the Corporation shall issue rights or warrants to all
holders of the Common Stock entitling such holders to subscribe for or purchase
Common Stock on the record date referred to below at a price per share less


<PAGE>   26


                              Continuation Sheet 2Y
                              ---------------------

than the average daily Closing Price of the Common Stock for the 30 consecutive
business days commencing 45 business days before the record date (the "Current
Market Price"), then in each such case the Conversion Rate in effect on such
record date shall be adjusted in accordance with the formula

                                        O + N
                        C' = C x ---------------
                                    O + N x P
                                        -----
                                          M

where
<TABLE>
         <S>      <C>      <C>   

         C'       =        the adjusted Conversion Rate.

         C        =        the current Conversion Rate.

         O        =        the number of shares of Common Stock
                           outstanding on the record date.

         N        =        the number of additional shares of Common
                           Stock offered.

         P        =        the offering price per share of the
                           additional shares.

         M        =        the Current Market Price per share of Common Stock
                           on the record date.
</TABLE>


Such adjustment shall become effective immediately after the record ate for the
determination of stockholders entitled to receive such rights or warrants. If
any or all of such rights or warrants are not so issued or expire or terminate
before being exercised, the Conversion Rate then in effect shall appropriately
readjusted.
     (3) In the case the Corporation shall, by dividend or otherwise, distribute
to all holders of its Junior Stock


<PAGE>   27


                              Continuation Sheet 2Z
                              ---------------------

(as hereinafter defined) evidence of its indebtedness or assets (including
securities, but excluding any warrants or subscription rights referred to in
subparagraph (2) above, any dividend or distribution paid in cash out of the
retained earnings of the Corporation and any dividend or distribution referred
to in subparagraph (1) above), then in each such case the Conversion Rate then
in effect shall be adjusted in accordance with the formula

                                        M
                        C' = C x ---------------
                                      M - F


where
<TABLE>
         <S>     <C>       <C>   

         C'       =        the adjusted Conversion Rate.

         C        =        the current Conversion Rate.

         M        =        the Current Market Price per share of Common Stock
                           on the record date mentioned below.

         F        =        the amount of such cash dividend and/or the fair
                           market value on the record date of the assets,
                           securities, rights or warrants to be distributed
                           divided by the number of shares of Common Stock
                           outstanding on the record date. The Board of
                           Directors of the Corporation shall determine the fair
                           market value.
</TABLE>


Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution.
For purposes of this subparagraph (3), "Junior Stock" shall include any class of
capital stock ranking junior or PARI PASSU as to dividends or upon liquidation
to the Exchangeable Preferred Stock.


<PAGE>   28


                             Continuation Sheet 2AA
                             ----------------------

     (4) All calculations hereunder shall be made to the nearest cent or to the
nearest 1/100 of a share, as the case may be.
     (5) In the event that at any time, as a result of an adjustment made
pursuant to subparagraph (1) of this Section 9, the holder of any Exchangeable
Preferred Stock thereafter surrendered for conversion shall become entitled to
receive securities, cash or assets other than common Stock, the number or amount
of such securities or property so receivable upon conversion shall be subject of
adjustment form time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
subparagraphs (1) to (4), inclusive, above.
     Except as otherwise provided above in this Section 9 above, no adjustment
in the Conversion Rate shall be made in respect of any conversion for share
distributions or dividends theretofore declared and paid or payable on the
Common Stock.
     Whenever the Conversion Rate is adjusted as herein provided, the
Corporation shall send to each transfer agent for the Exchangeable Preferred
Stock, and to the principal securities exchange, if any, on which the
Exchangeable Preferred Stock is traded, a statement signed by the Chairman of
the Board, the President or any Vice President of the Corporation and by its
Treasurer or its Clerk stating the adjusted Conversion Rate determined as
provided in this Section


<PAGE>   29


                             Continuation Sheet 2BB
                             ----------------------

9 and any adjustment so evidenced, given in good faith, shall be binding upon
all stockholders and upon the Corporation. Whenever the Conversion Rate is
adjusted the Corporation will give notice by mail stating the adjustment and the
Conversion Rate at the time of, and together with, the next dividend payment to
the holders of record of Exchangeable Preferred Stock. Notwithstanding the
foregoing notice provisions, failure by the Corporation to give such notice or a
defect in such notice shall not affect the binding nature of such corporate
action of the Corporation.
     Whenever the Corporation shall propose to take any of the actions specified
in the fifth paragraph or in subparagraphs (1), (2), (3) of the ninth paragraph
of this Section 9 which would result in any adjustment in the Conversion Rate
under this Section 9, the Corporation shall cause a notice to be mailed at least
15 days prior to the date on which the books of the Corporation will close or on
which a record will be taken for such action, to the holders of record of the
outstanding Exchangeable Preferred Stock on the date of such notice. Such notice
shall specify the action proposed to be taken by the Corporation and the date as
of which holders of record of the Common Stock shall participate in any such
actions or be entitled to exchange their Common Stock for securities or other
property, as the case may be. Failure by


<PAGE>   30


                             Continuation Sheet 2CC
                             ----------------------

the Corporation to mail the notice or defect in it shall not affect the 
validity of the transaction.
     Notwithstanding any other provision of this Section 9, no adjustment in the
Conversion Rate need to be made (1) for a transaction referred to in
subparagraphs (1), (2) or (3) of the ninth paragraph of this Section 9 if
holders or Exchangeable Preferred Stock are to participate in the transaction on
a basis and with notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders of Common Stock
or, in the case of a transaction referred to in said subparagraph (3), holders
of Junior Stock participate in the transaction; (ii) for sales of Common Stock
pursuant to a plan for reinvestment of dividends and interest or pursuant to any
plan adopted by the Corporation for the benefit of its employees or consultants;
(iii) for a change in par value of the Common Stock; or (iv) after the
Exchangeable Preferred Stock becomes convertible into cash (no interest shall
accrue on the cash).
     Section 10. VOTING RIGHTS. The holders of Exchangeable Preferred Stock will
not have any voting rights except as set forth below or as otherwise from time
to time required by law. Whenever dividends on the Exchangeable Preferred Stock
or any other class or series of Parity Dividend Stock shall be in arrears in an
equal to at least six quarterly dividends (whether or not consecutive) the
holders of


<PAGE>   31


                             Continuation Sheet 2DD
                             ----------------------

the Exchangeable Preferred Stock (voting separately as a class with all other
affected classes or series of the Parity Dividend Stock upon which like voting
rights have been conferred and are exercisable will be entitled to vote for and
elect two additional directors. Such right of the holders of Exchangeable
Preferred Stock to vote for the election of such two directors may be exercised
at any annual meeting or at any special meeting called for such purpose as
hereinafter provided or at any adjournment thereof, until dividends in default
on such outstanding shares of Exchangeable Preferred Stock shall have been paid
in full (or such dividends shall have been declared and funds sufficient
therefor set apart for payment), at which time the term of office of the two
directors so elected shall terminate automatically (subject to revesting in the
event of each and every subsequent default of the character specified in the
preceding sentence). So long as such right to vote continues, the Clerk of the
Corporation may call, and upon the written request of the holders of record of
10% of the outstanding shares of Exchangeable Preferred Stock addressed to him
at the principal office of the Corporation shall call, a special meeting of the
holders of such shares for the election of such two directors, as provided
herein. Such meeting shall be held not less than 45 nor more than 90 days after
the accrual of such right, at the place and upon the notice provided by law and
in the By-laws of the Corporation for the holding of meetings of stockholders.
No such special meeting


<PAGE>   32


                             Continuation Sheet 2EE
                             ----------------------

or adjournment thereof shall be held on a date less than 30 days before an
annual meeting of stockholders or any special meeting in lieu thereof, PROVIDED
that at such annual meeting appropriate provisions are made to allow the holders
of the Exchangeable Preferred Stock to exercise such right at such meeting. If
at any such annual or special meeting or any adjournment thereof the holders of
a majority of the then outstanding shares of Exchangeable Preferred Stock
entitled to vote in such election shall be present or represented by proxy, then
the authorized number of directors of the Corporation shall be increased by two,
and the holders of Exchangeable Preferred Stock shall be entitled to elect such
two additional directors. Directors so elected shall serve until the next annual
meeting or until their successors shall be elected and shall qualify, unless the
term of office of the persons so elected as directors shall have terminated by
virtue of the payment in full of all dividends in arrears (or such dividends
shall have been declared and funds sufficient therefor set apart for payment.)
In case of any vacancy occurring among the directors so elected by the holders
of Exchangeable Preferred Stock, the remaining director who shall have been so
elected may appoint a successor to hold office for the unexpired term of the
director whose place shall be vacant, and such successor shall be deemed to have
been elected by the holders of Exchangeable Preferred Stock. If both directors
so elected by the holders of Exchangeable Preferred Stock shall cease to


<PAGE>   33


                             Continuation Sheet 2FF
                             ----------------------

serve as directors before their terms shall expire, the holders of Exchangeable
Preferred Stock then outstanding and entitled to vote for such directors may, at
a special meeting of such holders called as provided above, elect successors to
hold office for the unexpired terms of the directors whose places shall be
vacant.
     Without the consent or affirmative vote of the holders of at least a
majority of the outstanding shares of Exchangeable Preferred Stock, voting
separately as a class, the Corporation shall not authorize, create or issue any
shares of any other class or series of capital stock ranking senior to the
Exchangeable Preferred Stock as to dividends or upon liquidation. The
affirmative vote or consent of the holders of at least a majority of the
outstanding shares of the Exchangeable Preferred Stock voting separately as a
class, will be required for any amendment, alternative or repeal, whether by
merger or consolidation or otherwise, of the Corporation's Articles of
Organization if the amendment, alternative or repeal adversely affects the
powers, preferences or special rights of the Exchangeable Preferred Stock. To
the extent that under Massachusetts law the vote of the holders of the
Exchangeable Preferred Stock, voting separately as a class, may be required to
authorize a given action of the Corporation, including, but not limited to, an
action pursuant to Section 78 of the Massachusetts Business Corporation Law, the
affirmative vote or consent of the holders of at least a majority of the
outstanding shares of the


<PAGE>   34


                             Continuation Sheet 2GG
                             ----------------------

Exchangeable Preferred Stock shall constitute the approval of such action by the
class.
     Section 11. EXCHANGE. The Exchangeable Preferred Stock is exchangeable at
the option only of the Corporation in whole, but not in part, on any dividend
payment date beginning June 15, 1991 for the Corporation's 8 1/2% Convertible
Subordinated Debentures Due 2014 (the "Debentures"), PROVIDED that prior to the
dividend payment date on which the Exchangeable Preferred Stock is to be
exchanged for the Debentures, the Corporation shall have delivered to the
Trustee under the Indenture between the Corporation and the Bank of Boston, as
Trustee, relating to the Debentures (the "Indenture"), an Option of Counsel (as
such term is defined in the Indenture), dated the dividend payment date,
substantially to the following effect, with such changes therein as such Trustee
shall approve:
          As of the date of such opinion, (1) the Corporation has duly
     authorized the exercise of its right to redeem the Exchangeable Preferred
     Stock in exchange for th Debentures and has exercised such option; (2) the
     Corporation has full corporate power and authority to enter into the
     Indenture and to perform its obligations under the Indenture and to issue
     and deliver the Debentures; (3) the Indenture has been duly authorized,
     execute and delivered and, assuming the due authorization, execution and
     delivery of the Indenture by the Trustee, is a valid and binding obligation
     of the Corporation enforceable against the Corporation in accordance with
     its terms, except as such enforceability may be limited by bankruptcy,
     insolvency, reorganization, moratorium and other laws relating to or
     affecting creditors' rights generally and by general equitable principles;
     (4) no consent or approval of any governmental authority or other person or
     entity is required in


<PAGE>   35


                             Continuation Sheet 2HH
                             ----------------------


     connection with the issuance of the Debentures (other than qualification or
     registration of the Debentures or the offer or sale thereof under the
     securities or Blue Sky laws of the various jurisdictions in which the
     Debentures would be offered, as to which no opinion need be expressed); (5)
     the Debentures will be, when issued in accordance with the terms of the
     Indenture, validity issued and outstanding obligations of the Corporation
     in accordance with their terms, except as such enforceability may be
     limited by bankruptcy, insolvency, reorganization, moratorium and other
     laws relating to or affecting creditors' rights generally and by general
     equitable principles; and (6) the issuance of the Debentures and the
     performance by the Corporation of its obligations under the Indenture will
     not be in conflict with or constitute a breach of or a default (with the
     passage of time or otherwise) under (w) the Articles of Organization or
     By-Laws of the Corporation in effect at the date of such opinion, (x) the
     certificate of incorporation or by-laws of any subsidiary of the
     Corporation (which conflict, breach or default is material to the
     Corporation and its subsidiaries taken as a whole) in effect at the date of
     such opinion, (y) any agreement or instrument (which is, individually or in
     the aggregate, material to the Corporation and its subsidiaries taken as a
     whole) to which the Corporation or any of its subsidiaries is a party or by
     which it or any of its subsidiaries is bound, or (z) any statute, law or
     regulation in effect at the date of such opinion to which the Corporation
     or any of its subsidiaries or any of their respective properties is subject
     or any judgment, decree or order, known to such counsel, if any court of
     governmental agency or authority presently in effect and applicable to the
     Corporation or any of its subsidiaries (which conflict, breach or default
     is, in the case of this clause (z), individually or in the aggregate,
     material to the Corporation and its subsidiaries taken as a whole.

Holders of the outstanding shares of Exchangeable Preferred Stock will be
entitled to receive $25 principal amount of the Debentures in exchange for each
share of Exchangeable Preferred Stock held by them at the time of exchange plus
an amount in cash equal to all dividends on the Exchangeable Preferred Stock
accrued and unpaid to the date of such exchange. At such time,


<PAGE>   36


                             Continuation Sheet 2II
                             ----------------------

the rights of the holders of Exchangeable Preferred Stock as stockholders of the
Corporation shall cease (except the right to receive on the date of exchange an
amount equal to the amount of accrued and unpaid dividends on the Exchangeable
Preferred Stock to the date of exchange and the Debentures), and the person or
persons entitled to receive the Debentures issuable upon such redemption and
exchange shall be treated for all purposes as the registered holder or holders
of such Debentures. The Debentures will be issued under and shall have the terms
and benefits provided in the Indenture. The Corporation will mail to each record
holder of the Exchangeable Preferred Stock written notice of its intention to
exchange the Exchangeable Preferred Stock not less than 15 nor more than 60 days
prior to the exchange date. Such notice shall state; (i) the exchange date; (ii)
the place or places where certificates for such shares are be surrendered for
exchange for Debentures; and (iii) that dividends on the shares to be exchanged
will cease to accrue on such exchange date. Upon surrender in accordance with
said notice of the certificates for any shares so exchanged (properly endorsed
or assigned for transfer, if the Board of Directors shall so require and the
notice shall so state), the Corporation will cause the Debentures to be
authenticated and issued in exchange for such shares of Exchangeable Preferred
Stock to be mailed to the holder of the shares of Exchangeable Preferred Stock
at such


<PAGE>   37


                             Continuation Sheet 2JJ
                             ----------------------

holder's address of record or such other address as the holder shall specify
upon such surrender of such certificates. All shares of Exchangeable Preferred
Stock which shall at any time have been exchanged shall, after such exchange, be
restored to the status of authorized but unissued shares of preferred stock of
the Corporation, pursuant to Section 21A of the MBCL, without designation as to
series, and may thereafter by reissued, but not as shares of Exchangeable
Preferred Stock. If on the exchange date the Corporation shall be in default in
the payment of any dividends (including cumulative dividends, if applicable) on
the Exchangeable Preferred Stock or on any shares of Senior Dividend Stock or
Parity Dividend Stock, or if such exchange shall on such date be prohibited by
applicable law, then no shares of the Exchangeable Preferred Stock shall be
exchanged.
     Section 12. OUTSTANDING SHARES. For purposes of this Certificate of
Designation, all shares of Exchangeable Preferred Stock shall be deemed
outstanding except (i) from the date fixed for redemption pursuant to Section 6
or 7 hereof, all shares of Exchangeable Preferred Stock which have been so
called for redemption under Section 6 or have been required to be redeemed by
the holder thereof under Section 7, if funds necessary for the redemption for
the of such shares are available, and in the case of a redemption under Section
7, have been deposited in trust with The Bank of Boston or a bank having a


<PAGE>   38


                             Continuation Sheet 2KK
                             ----------------------

combined capital and surplus in excess of $50,000,000, as trustee, for the
benefit of the holders of such shares to be redeemed for payment of the relevant
redemption price; (ii) from the date of exchange determined pursuant to Section
11 hereof, all shares of Exchangeable Preferred Stock so called for exchange for
Debentures if any amount equal to all accrued and unpaid dividends on such
shares has been set apart for payment and the Debentures are issuable upon
surrender of such shares; (iii) from the date of surrender of certificates
representing shares of Exchangeable Preferred Stock, all shares of Exchangeable
Preferred Stock, converted into Common Stock; and (iv) from the date of
registration of transfer, all shares of Exchangeable Preferred Stock held of
record by the Corporation or any subsidiary of the Corporation.
     Section 13. PARTIAL PAYMENTS. If at any time the Corporation does not pay
amounts sufficient to redeem all Exchangeable Preferred Stock required to be
redeemed by the Corporation at such time pursuant to Section 6 or 7 or hereof,
then such funds which are paid shall be applied to redeem such Exchangeable
Preferred Stock as the Corporation may designate by lot.
     Section 14. RIGHT OF ACTION. Notwithstanding any other provision of this
Certificate of Designation, if the Corporation shall default in the payment of
any amount required to be paid by it in respect of the Exchangeable Preferred


<PAGE>   39


                             Continuation Sheet 2LL
                             ----------------------

Stock, each holder of Exchangeable Preferred Stock, individually, shall have a
right to bring an action for payment.
     IN WITNESS WHEREOF, Biogen, Inc. has caused its corporate seal to be
hereunto affixed and this certificate to be signed by James L. Vincent, its
President, and attested by Frederic A. Eustis III, its Clerk, this 20th day of
June, 1989.

                                              BIOGEN, INC.


                                              By s/s  James L. Vincent
                                                     -----------------
                                                         President



Attest:

By s/s Frederic A. Eustis, III
       -----------------------
         Clerk


<PAGE>   40



                        THE COMMONWEALTH OF MASSACHUSETTS
                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                      ONE ASHBURTON PLACE, BOSTON, MA 02108

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-3002117

                  CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                          A SERIES OF A CLASS OF STOCK

                     General Laws, Chapter 156B, Section 26




                                      ----

We, Frederic A. Eustis, III                          Vice President, and
Sarah P. Cecil                                       Assistant Clerk of

                                  Biogen, Inc.

located at 14 Cambridge Center, Cambridge, MA 02142 do hereby certify that at a
meeting of the directors of the corporation held on May 8, 1989, the following
vote establishing and designating a series of a class of stock and determining
the relative rights and preferences thereof was duly adopted:

See attached Pages 2A-2G



Note:  Votes for which the space provided above is not sufficient should be set
       out on continuation sheets to be numbered 2A, 2B, etc. Continuation
       sheets must have a lefthand margin 1 inch wide for binding and shall be
       8 1/2 x 11". Only one side should be used.


<PAGE>   41


                           CERTIFICATE OF DESIGNATION
                                       of
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                                  BIOGEN, INC.

                         (Pursuant to Section 26 of the
                     Massachusetts Business Corporation Law)

                         ------------------------------

     Biogen, Inc., a corporation organized and existing under the Business
Corporation Law of The Commonwealth of Massachusetts (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 26 of the
Business Corporation Law at a meeting duly called and held on May 8, 1989:

     RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this Corporation (hereinafter called the Board of Directors" or
the "Board") in accordance with the provisions of the Articles of Organization,
the Board of Directors hereby creates a series of Preferred Stock, $.01 par
value (the "Preferred Stock"), of the Corporation and hereby states the
designation and number of shares, and fixes the relative rights, preferences,
and limitations thereof (in addition to any provisions set forth in the Articles
of Organization of the Corporation which are applicable to the Preferred Stock
of all classes and series) as follows:

     Series A Junior Participating Preferred Stock:

     Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 400,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; PROVIDED, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

     Section 2. Dividends and Distributions.
                ---------------------------

          (A) Subject to the rights of the holders of any shares of any series
          of Preferred Stock (or any similar stock) ranking prior and superior
          to the Series A Preferred Stock with respect to dividends, the holders
          of shares of Series A Preferred Stock, in preference to the


<PAGE>   42

          holders of Common Stock, $.01 par value (the "Common Stock"), of the
          Corporation, and of any other junior stock, shall be entitled to
          receive, when, as and if declared by the Board of Directors out of
          funds legally available for the purpose, quarterly dividends payable
          in cash on the first day of March, June, September and December in
          each year each such date being referred to herein as a "Quarterly
          Dividend Payment Date"), commencing on the first Quarterly Dividend
          Payment Date after the first issuance of a share or fraction of share
          of Series A Preferred Stock, in an amount per share (rounded to the
          nearest cent) equal to the greater of (a) $1 or (b) subject to the
          provision for adjustment hereinafter set forth, 100 times the
          aggregate per share amount of all cash dividends, and 100 times the
          aggregate per share amount (payable in kind) of all non-cash dividends
          or other distributions, other than a dividend payable in shares of
          Common Stock or a subdivision of the outstanding shares of Common
          Stock (by reclassification or otherwise), declared on the Common Stock
          since the immediately preceding Quarterly Dividend Payment Date or,
          with respect to the first Quarterly Dividend Payment Date, since the
          first issuance of any share or fraction of a share of Series A
          Preferred Stock. In the event the Corporation shall at any time
          declare or pay any dividend on the Common Stock payable in shares of
          Common Stock, or effect a subdivision or combination or consolidation
          of the outstanding shares of Common Stock (by reclassification or
          otherwise than by payment of a dividend in shares of Common Stock)
          into a greater or lesser number of shares of Common Stock, then in
          each such case the amount to which holders of shares of Series A
          Preferred Stock were entitled immediately prior to such event under
          clause (b) of the preceding sentence shall be adjusted by multiplying
          such amount by a fraction, the numerator of which is the number of
          shares of Common Stock outstanding immediately after such event and
          the denominator of which is the number of shares of Common Stock that
          were outstanding immediately prior to such event.

          (B) The Corporation shall declare a dividend or distribution on the
          Series A Preferred Stock as provided in paragraph (A) of this Section
          immediately after it declares a dividend or distribution on the Common
          Stock (other than a dividend payable in shares of Common Stock);
          provided that, in the event no dividend or distribution shall have
          been declared on the Common Stock during the period between any
          Quarterly Dividend Payment Date and the next subsequent Quarterly
          Dividend Payment Date, a dividend of $1 per share on the Series A
          Preferred Stock shall

<PAGE>   43

          nevertheless be payable on such subsequent Quarterly Dividend Payment
          Date.

               (C) Dividends shall begin to accrue and be cumulative on
          outstanding shares of Series A Preferred Stock from the Quarterly
          Dividend Payment Date next preceding the date of issue of such shares,
          unless the date of issue of such shares is prior to the record date
          for the first Quarterly Dividend Payment Date, in which case dividends
          on such shares shall begin to accrue from the date of issue of such
          shares, or unless the date of issue is a Quarterly Dividend Payment
          Date or is a date after the record date for the determination of
          holders of shares of Series A Preferred Stock entitled to receive a
          quarterly dividend and before such Quarterly Dividend Payment Date, in
          either of which events such dividends shall begin to accrue and be
          cumulative from such Quarterly Dividend Payment Date. Accrued but
          unpaid dividends shall not bear interest. Dividends paid on the shares
          of Series A Preferred Stock in an amount less than the total amount of
          such dividends at the time accrued and payable on such shares shall be
          allocated pro rata on a share-by-share basis among all such shares at
          the time outstanding. The Board of Directors may fix a record date for
          the determination of holders of shares of Series A Preferred Stock
          entitled to receive payment of a dividend or distribution declared
          thereon, which record date shall be no more than 60 days prior to the
          date fixed for the payment thereof.

     Section 3. VOTING RIGHTS. The holders of shares of Series A Preferred Stock
shall have the following voting rights:

               (A) Subject to the provision for adjustment hereinafter set
          forth, each share of Series A Preferred Stock shall entitle the holder
          thereof to 100 votes on all matters submitted to a vote of the
          stockholders of the Corporation. In the event the Corporation shall at
          any time declare or pay any dividend on the Common Stock payable in
          shares of Common Stock, or effect a subdivision or combination or
          consolidation of the outstanding shares of Common Stock (by
          reclassification or otherwise than by payment of a dividend in shares
          of Common Stock) into a greater or lesser number of shares of Common
          Stock, then in each such case the number of votes per share to which
          holders of shares of Series A Preferred Stock were entitled
          immediately prior to such event shall be adjusted by multiplying such
          number by a fraction, the numerator of which is the number of shares
          of Common Stock outstanding immediately after such event and the
          denominator of which is the number of shares of Common Stock that were
          outstanding immediately prior to such event.

<PAGE>   44


               (B) Except as otherwise provided herein, in any other Certificate
          of Designation creating a series of Preferred Stock or any similar
          stock, or by law, the holders of shares of Series A Preferred Stock
          and the holders of shares of Common Stock and any other capital stock
          of the Corporation having general voting rights shall vote together as
          one class on all matters submitted to a vote of stockholders of the
          Corporation.

               (C) Except as set forth herein, or as otherwise provided by law,
          holders of Series A Preferred Stock shall have no special voting
          rights and their consent shall not be required (except to the extent
          they are entitled to vote with holders of Common Stock as set forth
          herein) for taking any corporate action.


Section 4.        Certain Restrictions.
                  --------------------

     (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

          (i) declare or pay dividends, or make any other distributions, on any
          shares of stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series A Preferred
          Stock;

          (ii) declare or pay dividends, or make any other distributions, on any
          shares of stock ranking on a parity (either as to dividends or upon
          liquidation, dissolution or winding up) with the Series A Preferred
          Stock, except dividends paid ratably on the Series A Preferred Stock
          and all such parity stock on which dividends are payable or in arrears
          in proportion to the total amounts to which the holders of all such
          shares are then entitled;

          (iii) redeem or purchase or otherwise acquire for consideration shares
          of any stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series A Preferred
          Stock, provided that the Corporation may at any time redeem, purchase
          or otherwise acquire shares of any such junior stock in exchange for
          shares of any stock of the Corporation ranking junior (either as to
          dividends or upon dissolution, liquidation or winding up) to the
          Series A Preferred Stock; or

<PAGE>   45


          (iv) redeem or purchase or otherwise acquire for consideration any
          shares of Series A Preferred Stock or any shares of stock ranking on a
          parity with the Series A Preferred Stock, excerpt in accordance with a
          purchase offer made in writing or by publication (as determined by the
          Board of Directors) to all holders of such shares upon such terms as
          the Board of Directors, after consideration of the respective annual
          dividend rates and other relative rights and preferences of the
          respective series and classes, shall determine in good faith will
          result in fair and equitable treatment among the respective series or
          classes.

               (B) The Corporation shall not permit any subsidiary of the
          Corporation to purchase or otherwise acquire for consideration any
          shares of stock of the Corporation unless the Corporation could, under
          paragraph (A) of this Section 4, purchase or otherwise acquire such
          shares at such time and in such manner.

     Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized by unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Articles of Organization, or in any other Certificate of Designation creating a
series of Preferred Stock or any similar stock or as otherwise required by law.

     Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock, and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock,

<PAGE>   46


or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     Section 7. CONSOLIDATION, MERGER, ETC. In case, the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation at any time declares or pays any dividend on the
Common Stock payable in shares of Common Stock, or effects a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise then by payment of a dividend in shares of Common
Stock) into a greater or less number of shares of Common Stock, then in each
such case the number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

     Section 8. NO REDEMPTION. The shares of Series A Preferred Stock shall not
be redeemable.

     Section 9. RANK. The Series A Preferred Stock shall rank junior with
respect to the payment of dividends and the distribution of assets to all other
series of the Corporation's Preferred Stock.

     Section 10. AMENDMENT. The Articles of Organization of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

<PAGE>   47


     IN WITNESS WHEREOF, BIOGEN, INC. has caused this certificate to be executed
by its President and attested by its Assistant Clerk this 25th day of May, 1989.


                                           s/s  Frederic A. Eustis, III
                                               -----------------------------
                                                Vice President-General Counsel

Attest:

s/s Sarah P. Cecil
   ------------------
    Assistant Clerk



<PAGE>   48



IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 25th day of May in the year 1989.



___________________________________         Vice President



___________________________________         Assistant Clerk



<PAGE>   49


                        THE COMMONWEALTH OF MASSACHUSETTS


                  Certificate of Vote of Directors Establishing
                          A Series of a Class of Stock

                    (General Laws, Chapter 156B, Section 26)

                I hereby approve the within certificate and, the
                       filing fee in the amount of $100.00
             having been paid, said certificate is hereby filed this
                                25th day of May,
                                      1989





                                           s/s_______________________
                                           Michael Joseph Connolly
                                           Secretary of State


                         To be Filled in By Corporation
                      Photo Copy of Certificate to Be Sent

                           To: Anne L. Bruno, Esquire
               Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                              One Financial Center
                                Boston, MA 02111
                            Telephone: (617) 542-6000



<PAGE>   50


                        THE COMMONWEALTH OF MASSACHUSETTS
                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                      ONE ASHBURTON PLACE, BOSTON, MA 02108

                            ARTICLES OF ORGANIZATION
                              (Under G.L. Ch. 156B)

                                    ARTICLE I

                         The name of the corporation is:
                           BIOGEN MASSACHUSETTS, INC.

                                   ARTICLE II

                   The purpose of the corporation is to engage
                      in the following business activities

                        (See Pages 2(a) - 2(b) attached)

       Note:      If the space provided under any article or item on this form
                  in insufficient, additions shall be set forth on separate 
                  8 1/2 x 11 sheets of paper leaving a left hand margin of at
                  least 1 inch. Additions to more than one article may be
                  continued on a single sheet so long each article requiring
                  each such addition is clearly indicated.


<PAGE>   51



                                   ARTICLE III

The type and classes of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation is authorized to
issue is as follows:
<TABLE>

<CAPTION>

-------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS                  WITH PAR VALUE STOCKS       
-------------------------------------------------------------------------------
     TYPE     NUMBER OF               TYPE      NUMBER OF    PAR VALUE
              SHARES                            SHARES
-------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>   
COMMON:                            COMMON:      200,000      $.01
PREFERRED:                         PREFERRED:   100,000      $.01
-------------------------------------------------------------------------------
</TABLE>


                                   ARTICLE IV

If more than one type, class or series is authorized, a description of each
with, if any, the preferences, voting powers, qualifications, a special or
relative rights or privileges as to each type and class thereof and any series
now established.

(See Pages 4(a) - 4(c)     attached)

                                    ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:

None.

                                   ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of business and
affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or its directors or
stockholders, or of any class of stockholders: (If there are no provisions state
"None").

(See Pages 6(a) - 6(b) attached)

Note:    The preceding six (6) articles are considered to be
permanent and may ONLY be charged by filing appropriate Articles
of Amendment.


<PAGE>   52


FOURTEEN CAMBRIDGE CENTER, CAMBRIDGE, MA  02142 617-864-8900 - TWX 740-320-1478
-------------------------------------------------------------------------------

BIOGEN




June 28, 1988

Office of the Massachusetts
Secretary of State
Michael J. Connolly, Secretary
One Ashburton Place
Boston, MA

Dear Sir:

     This is to inform you that the undersigned, Biogen Research Corp.,
organized under the laws of the Commonwealth of Massachusetts on May 29, 1980,
hereby consents to the use of the name "Biogen Massachusetts, Inc." by F. 
Augusta Crease as incorporator of a new corporation under the laws of the 
Commonwealth of Massachusetts to be named "Biogen Massachusetts, Inc."

Very truly yours,


Biogen Research Corp.

By: s/s
    -----------------------------------
    Frederic A. Eustis, III
    Clerk



<PAGE>   53


FOURTEEN CAMBRIDGE CENTER, CAMBRIDGE, MA  02142 617-864-8900 - TWX 740-320-1478
-------------------------------------------------------------------------------

BIOGEN




June 28, 1988

Office of the Massachusetts
Secretary of State
Michael J. Connolly, Secretary
One Ashburton Place
Boston, MA

Dear Sir:

     This is to inform you that the undersigned, Biogen Medical Products, Inc.
organized under the laws of the Commonwealth of Massachusetts on July 29, 1983,
hereby consents to the use of the name "Biogen Massachusetts, Inc." by F. 
Augusta Crease as incorporator of a new corporation under the laws of the 
Commonwealth of Massachusetts to be named "Biogen Massachusetts, Inc."

Very truly yours,


Biogen Medical Products, Inc.

By: 
    ---------------------------------
    Frederic A. Eustis, III
    Clerk



<PAGE>   54


FOURTEEN CAMBRIDGE CENTER, CAMBRIDGE, MA  02142 617-864-8900 - TWX 740-320-1478
-------------------------------------------------------------------------------

BIOGEN




June 28, 1988

Office of the Massachusetts
Secretary of State
Michael J. Connolly, Secretary
One Ashburton Place
Boston, MA

Dear Sir:

     This is to inform you that the undersigned, Biogen Marketing Corp.,
previously known as Biogen Inc., organized under the laws of the Commonwealth of
Massachusetts on May 28, 1980 and qualified as a Foreign Corporation with the
Commonwealth of Massachusetts on February 4, 1983, hereby consents to the use of
the name "Biogen Massachusetts, Inc." by F. Augusta Crease as incorporator of a
new corporation under the laws of the Commonwealth of Massachusetts to be named
"Biogen Massachusetts, Inc."

Very truly yours,


Biogen Marketing Corp.

By:  _________________________________
     Frederic A. Eustis, III
     Secretary



<PAGE>   55











         In WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 20th day of June, in the year 1989.


s/s ____________________________________________, President
         James L. Vincent

s/s ____________________________________________, Clerk
         Frederic A. Eustis, III




<PAGE>   56




                        THE COMMONWEALTH OF MASSACHUSETTS
                  Certificate of Vote of Directors Establishing
                          A Series of a Class of Stock

                    (General Laws, Chapter 156B, Section 26)

                I hereby approve the within certificate and, the
                       filing fee in the amount of $100.00
             having been paid, said certificate is hereby filed this
                             20th day of June, 1989





                                               s/s_______________________
                                               MICHAEL JOSEPH CONNOLLY
                                               Secretary of State


                         To be Filled in By Corporation
                      Photo Copy of Certificate to Be Sent

                         To: Elisabeth A. Sottile, L.A.
                              Mintz, Levin, et al.
                              One Financial Center
                                Boston, MA 02111
                             Telephone: 617/542-6000



<PAGE>   57


                      ARTICLES OF ORGANIZATION (CONTINUED)
                           BIOGEN MASSACHUSETTS, INC.

                              2. CORPORATE PURPOSES

     The purposes for which the Corporation is formed are as follows:

     To engage in or cause to be carried out research, development,
manufacturing and marketing in the field of biotechnology and generally in the
biological, chemical, pharmaceutical, agricultural, energy, nutritional, mining
and other related fields and to engage in related commercial activities;

     To develop and acquire, manage, exploit, license and alienate patents,
processes or formulate, trademarks and copyrights, including all related rights;

     To purchase or otherwise acquire, invest in, own mortgage, pledge, sell,
assign and transfer or otherwise dispose of, trade and deal in and with personal
property of every kind, class and description (including, without limitation,
goods, wares and merchandise of every kind, class and description), to
manufacture goods, wares and merchandise of every kind, class and description,
both on its own account and for others;

     To borrow or lend money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether or not secured
by mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge, or otherwise, and generally to make and perform
agreements and contracts of every kind and description.

     To purchase, receive, take by grant, lease or otherwise acquire, own, hold,
improve, employ, use, mortgage, pledge, assign, transfer or otherwise dispose of
and otherwise deal in and with, real property, or any interest therein, wherever
situated;

     To subscribe for, take, acquire, hold, sell exchange and deal in shares,
bonds, obligations and securities of any corporation, government, authority or
company and to make such other investments as the Corporation may see fit;

     To establish, participate in, promote, subsidize and assist companies ,
syndicates, or partnerships of all kinds and to finance and refinance the same;

     To guarantee to the fullest extent permitted by law the payment of
principal, premium (if any), interest, or dividends with respect to bonds,
debentures, bills of exchange, notes and other evidences of indebtedness, stock
and other securities, and to guarantee the performance of any contract or
obligation, 


<PAGE>   58


entered into by any corporation, partnership, association, trust or
any other entity or natural person whether established or domiciled within or
outside the Corporation's jurisdiction of incorporation;

     To operate branches in various foreign countries and generally to engage in
or carry on foreign operations; and

     Generally to engage in or carry on any business permitted by the laws of
the Commonwealth of Massachusetts to a corporation organized under the
Massachusetts Business Corporation Law or any successor statute.






<PAGE>   59



                      ARTICLES OF ORGANIZATION (CONTINUED)
                           BIOGEN MASSACHUSETTS, INC.

                       4. DESCRIPTION OF CLASSES OF STOCK


     Any and all shares of stock issued, and for which the full consideration
has been paid or delivered, shall be deemed fully paid stock; and the holder of
such shares shall not be liable for any further call or assessment of any other
payment thereon.

     (a) Each holder of Common Stock shall at every meeting of stockholders be
entitled to one vote in person or by proxy for each share of Common Stock held
by him. The holders of the Common Stock shall be entitled to such dividends as
may from time to time be declared by the Board of Directors out of any funds
legally available for the declaration of dividends, subject to any provision of
these Articles of Organization, as amended from time to time, and subject to the
relative rights and preferences of any shares of Preferred Stock authorized and
issued hereunder. No share of Common Stock shall entitle its holder to have any
preemptive right in or preemptive right to subscribe to any additional shares of
Common Stock or any shares of any other class of stock which may at any time be
authorized or issued, or any bonds, debentures or other securities convertible
into shares of stock of any class of the Corporation, or options or warrants
carrying rights to purchase such shares or securities;

     (b) The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Article 4, to provide for the issuance of the
shares of Preferred Stock, with or without series, and, by filing a certificate
pursuant to the applicable law of the Commonwealth of Massachusetts (the
"Certificate of Designation"), to establish from time to time the number of
shares to be included in each such series and to fix the designation,
preferences, voting powers, qualifications and special or relative rights or
privileges of the shares of each such series. In the event that at any time the
Board of Directors shall have established and designated one or more series of
Preferred Stock consisting of a number of shares less than all of the authorized
number of shares of Preferred Stock, the remaining authorized shares of
Preferred Stock shall be deemed to be shares of an underdesignated series of
Preferred Stock until designated by the Board of Directors as being a part of a
series previously established or a new series then being established by the
Board of Directors. Notwithstanding the fixing of the number of shares
constituting a particular series, the Board of Directors may at any time
thereafter authorize the issuance of additional shares of the same series except
as set forth in the Certificate of Designation.

     The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:


<PAGE>   60



               (i)   the number of shares constituting that series and the
                     distinctive designation of that series, and whether
                     additional shares of that series may be issued;

               (ii)  whether any dividends shall be paid on shares of that
                     series, and, if so, the dividend rate on the shares of that
                     series; whether dividends shall be cumulative and, if so,
                     from which date or dates, and the relative rights of
                     priority, if any, of payment of dividends on shares of that
                     series;

               (iii) whether shares of that series shall have voting rights in
                     addition to the voting rights provided by law and, if so,
                     the terms of such voting rights;

               (iv)  whether shares of that series shall be convertible into
                     shares of Common Stock or another security and, if so, the
                     terms and conditions of such conversion, including
                     provisions for adjustment of the conversion rate in such
                     events as the Board of Directors shall determine;

               (v)   whether or not the shares of that series shall be 
                     redeemable and, if so, the terms and conditions of such
                     redemption, including the date or dates upon or after
                     which they shall be redeemable and the amount per share
                     payable in cash of redemption, which amount may vary under
                     different conditions and at different redemption dates;
                     and whether that series shall have a sinking fund for the
                     redemption or purchase of shares of that series and, if
                     so, the terms and amount of such sinking fund;

               (vi)  whether, in the event of purchase or redemption of the
                     shares of that series, any shares of that series shall be
                     restored to the status of authorized by unissued shares or
                     shall have such other status as shall be set forth in the
                     Certificate of Designation;

               (vii) the rights of the shares of that series in the event of the
                     sale, conveyance, exchange or transfer of all or
                     substantially all of the property and assets of the
                     Corporation, or the merger 


<PAGE>   61


                    or consolidation of the Corporation into or with any other
                    corporation, or the merger of any other corporation into it,
                    or the voluntary or involuntary liquidation, dissolution or
                    winding up of the Corporation, and the relative rights of
                    priority, if any, of shares of that series to payment in any
                    such event;

             (viii) whether the shares of that series shall carry any
                    preemptive right in or preemptive right to subscribe for any
                    additional shares of Preferred Stock or any shares of any
                    other class of stock which may at any time be authorized or
                    issued, or any bonds, debentures or other securities
                    convertible into share of stock of any class of the
                    Corporation, or options or warrants carrying rights to
                    purchase such shares or securities; and

             (ix)   any other designation, preferences, voting powers,
                    qualifications, and special or relative rights or privileges
                    of the shares of that series.



<PAGE>   62


                      ARTICLES OF ORGANIZATION (CONTINUED)
                           BIOGEN MASSACHUSETTS, INC.

                        6A. CERTAIN BUSINESS COMBINATIONS

(a)  Vote Required for Certain Business Combinations.
     -----------------------------------------------

     (1) HIGHER VOTE FOR CERTAIN BUSINESS COMBINATIONS. In addition to any
affirmative vote required by law or these Articles of Organization, and except
as otherwise expressly provided in paragraph (b) of this Article 6A:

          (i) any merger or consolidation of the Corporation or any Subsidiary
     (an hereinafter defined) with (a) any Interested Stockholder (as
     hereinafter defined) or (b) any other corporation (whether or not itself an
     Interested Stockholder) which is, or after such merger or consolidation
     would be, an Affiliate (as hereinafter defined) of an Interested
     Stockholder; or

          (ii) any sale, lease, license, exchange, exchange, mortgage, pledge,
     transfer or other disposition (in one transaction or a series of
     transactions) to or with any Interested Stockholder or any Affiliate of any
     Interested Stockholder of any assets of the Corporation or any Subsidiary
     having an aggregate Fair Market Value (as hereinafter defined) equal to or
     greater than 10% of the combined assets of the Corporation and its
     Subsidiaries; or

          (iii) the issuance or transfer by the Corporation or any Subsidiary
     (in one transaction or a series of transactions) of any securities of the
     Corporation or any Subsidiary to any Interested Stockholder or any
     Affiliate of any Interested Stockholder in exchange for cash, securities or
     other property (or a combination thereof) having an aggregate Fair Market
     Value equal to or greater than 10% of the combined assets of the
     Corporation and its Subsidiaries, except pursuant to an employee benefit
     plan of the Corporation or any Subsidiary thereof; or

          (iv) any reclassification of securities of the Corporation (including
     any reverse stock split), or recapitalization of the Corporation, or any
     merger or consolidation of the Corporation with any of its Subsidiaries or
     any other transaction (whether or not with or into or otherwise involving
     an Interested Stockholder) which has the effect, directly or indirectly, of
     increasing the proportionate share of the outstanding shares of any class
     of equity or convertible securities of the Corporation or any Subsidiary
     which are directly or indirectly owned by any Interested Stockholder or any
     Affiliate of any Interested Stockholder; or


<PAGE>   63


          (v) the adoption of any plan or proposal for the liquidation or
     dissolution of the Corporation proposed by or on behalf of an Interested
     Stockholder or any Affiliate of any Interested Stockholder

shall require the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote in the election of directors (the "Voting Stock"),
voting together as a single class (it being understood that for purposes of this
Article 6A, each share of the Voting Stock shall have the number of votes
granted to it pursuant to Article 4 of these Articles of Organization). Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or by any other
provisions of these Articles of Organization or any Certificate of Designation
(as defined in Article 4 of these Articles of Organization), or in any agreement
with any national securities exchange or otherwise.

     (2) DEFINITION OF "BUSINESS COMBINATION". The term "Business Combination"
as used in this Article 6A shall mean any transaction which is referred to in
any one or more of clauses (i) through (v) of subparagraph (a).

(b) WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of paragraph (a) of this
Article 6A shall not be applicable to any particular Business Combination, and
such Business Combination shall require only such affirmative vote as is
required by law and any other provisions of these Articles of Organization, if,
in the case of any Business Combination that does not involve any cash or other
consideration being received by the stockholders of the Corporation solely in
their capacity as stockholders of the Corporation, the condition specified in
the following subparagraph (b)(1) is met, or, in the case of any other Business
Combination, all of the conditions specified in either of the following
subparagraphs (b)(1) or (b)(2) are met:

     (1) APPROVAL BY DISINTERESTED DIRECTORS. The Business Combination shall
have been approved by a majority of the members of the Board of Directors (the
"Board") who are Disinterested that this condition shall not be capable of
satisfaction unless there is at least on Disinterested Director.

     (2) PRICE AND PROCEDURAL REQUIREMENTS. All of the following conditions
shall have been met:

          (i) The aggregate amount of the cash and the Fair Market Value as of
     the date of the consummation of the Business Combination of consideration
     other than cash to be received per share by the holders of Common Stock of
     the Corporation in such Business Combination shall be at least equal to the
     higher or the following:

<PAGE>   64


               (A) (if applicable) the highest per share price (including any
          brokerage commissions, transfer taxes and soliciting dealers' fees)
          paid by the Interested Stockholder or any of its Affiliates for any
          shares of Common Stock of the Corporation acquired by it (1) within
          the two-year period immediately prior to the first public announcement
          of the proposal of the Business Combination (the "Announcement Date")
          or (2) in the transaction in which it became an Interested
          Stockholder, whichever is higher; or

               (B) the Fair Market Value per share of Common Stock of the
          Corporation on the Announcement Date or on the date on which the
          Interested Stockholder became an Interested Stockholder (the
          "Determination Date"), whichever is higher.

          (ii) The aggregate amount of the cash and the Fair Market, Value as or
     the date of the consummation of the Business Combination of consideration
     other than cash to be received per share by holders of shares of
     outstanding Voting Stock other than Common Stock shall be at least equal to
     the highest of the following (it being intended that the requirements of
     this subparagraph (b)(2)(ii) shall be required to be met with respect to
     every class of outstanding Voting Stock, whether or not the Interested
     Stockholder has previously acquired any shares of a particular class of
     Voting Stock);

               (A) (if applicable) the highest per share price (including any
          brokerage commissions, transfer taxes and soliciting dealers fees)
          paid by the Interested Stockholder or any of its Affiliates for any
          shares of such class of Voting Stock acquired or beneficially owned by
          it that were acquired (1) within the two-year period immediately prior
          to the Announcement Date or (2) in the transaction in which it became
          an Interested Stockholder, whichever is higher; or

               (B) (if applicable) the highest preferential amount per share to
          which the holders of shares of such class of Voting Stock are entitled
          in the event of any voluntary liquidation, dissolution or winding up
          of the Corporation; or

               (C) the Fair Market Value per share of such class of Voting Stock
          on the Announcement Date or on the Determination Date, whichever is
          higher.

          (iii) The price determined in accordance with subparagraphs (i) and
     (ii) of this subparagraph (b)(2) shall be subject to appropriate adjustment
     in the event of any stock dividend, stock split, combination of shares or
     similar event.


<PAGE>   65

          (iv) The holders of all outstanding shares of Voting Stock not
     beneficially owned by the Interested Stockholder immediately prior to the
     consummation of any Business Combination shall be entitled to receive in
     such Business Combination cash or the consideration for their shares meting
     all of the terms and conditions of this paragraph (2) (provided, however,
     that the failure of any stockholders who are exercising their statutory
     rights to dissent from such Business Combination and receive payment of the
     fair value of their shares to exchange their shares in such Business
     Combination shall not be deemed to have prevented the condition set forth
     in this subparagraph (2)(iv) from being satisfied).

          (v) The consideration to be received by holders of any particular
     class of outstanding Voting Stock (including Common Stock) shall be in cash
     or in the same form as the Interested Stockholder has previously paid for
     shares of such class of Voting Stock. If the Interested Stockholder has
     paid for shares of any class of Voting Stock with varying forms of
     consideration, the form of consideration to be received per share by
     holders of such class of Voting Stock shall be either cash or the form used
     to acquire the largest number of shares of such class of Voting Stock
     previously acquired by the Interested Stockholder.

          (vi) After such Interested Stockholder has become an Interested
     Stockholder and prior to the consummation of such Business Combination: (A)
     except as approved by a majority of the Disinterested Director, there shall
     have been no failure to declare and pay at the regular date therefor any
     full quarterly dividends (whether or not cumulative) on any outstanding
     Preferred Stock of the Corporation; (B) there shall have been (I) no
     reduction in the annual rate of dividends paid on the Common Stock of the
     Corporation (except as necessary to reflect any subdivision of the Common
     Stock), except as approved by a majority of the Disinterested Directors,
     and (II) an increase in such annual rate of dividends as necessary to
     reflect any reclassification (including any reverse stock split),
     recapitalization, reorganization or any similar transaction which has the
     effect of reducing the number of outstanding shares of the Common Stock,
     unless the failure to increase such annual rate is approved by a majority
     of the Disinterested Directors; and (C) neither such Interested Stockholder
     nor any of its Affiliates shall have become the beneficial owner of any
     additional shares of Voting Stock except as part of the transaction which
     results in such Interested Stockholder becoming an Interested Stockholder.

          (vii) After such Interested Stockholder has become a Interested
     Stockholder, such Interested Stockholder, such Interested Stockholder shall
     not have received the benefit, directly or indirectly (except
     proportionately as a 



<PAGE>   66

     stockholder), of any loans, advances, guarantees, pledges or the financial
     assistance or any tax credits or other tax advantages provided by the
     Corporation, whether in anticipation of or in connection with such Business
     Combination or otherwise.

          (viii) A proxy or information statement describing the proposed
     Business Combination and complying with the requirements of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
     regulations thereunder (or any subsequent provisions replacing the Exchange
     Act or such rules or regulations) shall be mailed to stockholders of the
     Corporation at least thirty (30) days prior to the consummation of such
     Business Combination (whether or not such proxy or information statement is
     required to be mailed pursuant to the Exchange Act or subsequent
     provisions). Such proxy or information statement shall contain, if a
     majority of the Disinterested Directors so requests, an opinion of a
     reputable investment banking firm which shall be selected by majority of
     the Disinterested Directors, furnished with all information such investment
     banking firm reasonably requests and paid a reasonable fee for its services
     by the Corporation upon the Corporation's receipt of such opinion, as to
     the fairness (or lack of fairness) of the terms of the proposed Business
     Combination from the point of view of the holders of shares of Voting Stock
     (other than the Interested Stockholder).

(c)  Certain Definitions.  For the purposes of this Article 6A:
     -------------------

     (1) A "person" shall include any individual, group acting in concert,
corporation, partnership, association, joint venture, pool, joint stock company,
trust, unincorporated organization or similar company, syndicate, or any group
formed for the purpose of acquiring, holding or disposing of securities.

     (2) "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:

          (i) is the beneficial owner, directly or indirectly, of more than
     fifteen percent (15%) of the voting power of the then outstanding Voting
     Stock; or

          (ii) is an Affiliate of the Corporation and at any time within the
     two-year period immediately prior to the date in question was the
     beneficial owner, directly or indirectly, of more than fifteen percent
     (15%) of the voting power of the then outstanding Voting Stock; or

          (iii) is an assignee of or has otherwise succeeded to any shares of
     Voting Stock which were at any time within the two-year period immediately
     prior to the date in question beneficially owned by any Interested
     Stockholder, if such assignment or succession shall have occurred in the


<PAGE>   67


     course of a transaction or series of transactions not involving a public
     offering within the meaning of the Securities Act of 1933.

     (3) A person shall be a "beneficial owner" of any shares of Voting Stock:

          (i) which such person or any of its Affiliates or Associates (as
     hereinafter defined) beneficially owns, directly or indirectly within the
     meaning of Rule 13d-3 of the Exchange Act, as in effect on March 31, 1988;
     or

          (ii) which such person or any of its Affiliates or Associates has (A)
     the right to require (whether such right is exercisable immediately or only
     after the passage of time), pursuant to an agreement, arrangement or
     understanding or upon the exercise of conversion rights, exchange rights,
     exchange rights, warrants or options, or otherwise; provided, however, that
     a person shall not be deemed the beneficial owner of securities tendered
     pursuant to a tender or exchange offer made by or on behalf of such person
     or any of such person's Affiliates or Associates until such tendered
     securities are accepted for purchase; or (B) the right to vote pursuant to
     any agreement, arrangement, understanding or otherwise; provided, however,
     that a person shall not be deemed the beneficial owner of any security if
     the agreement, arrangement or understanding to vote such security (I)
     arises solely from a revocable proxy or consent solicitation made pursuant
     to, and in accordance with, the Exchange Act and (II) is not also then
     reportable on Schedule 13D under the Exchange Act (or a comparable or
     successor report); or

          (iii) which are beneficially owned, directly or indirectly within the
     meaning of Rule 13d-3 under the Exchange Act, as in effect on March 31,
     1988, by any other person with which such person or any of its Affiliates
     or Associates has any agreement, arrangement or understanding for the
     purpose of acquiring, holding, voting (except to the extent permitted by
     the provision of subparagraph (c)(3)(ii)(B) above) or disposing of any
     shares of Voting Stock;

provided, however, that in the case of any employee stock ownership or similar
plan of the Corporation or of any Subsidiary in which the beneficiaries thereof
possess the right to vote any shares of Voting Stock held by such plan, no such
plan nor any trustee with respect thereto (nor any Affiliate of such trustee),
solely by reason of such capacity of such trustee, shall be deemed, for any
purposes hereof, to beneficially own any shares of Voting Stock held under any
such plan.

     (4) For the purposes of determining whether a person is a Interested
Stockholder pursuant to subparagraph (c)(2), the


<PAGE>   68

number of shares of Voting Stock deemed to be outstanding shall include shares
deemed owned through application of subparagraph (c)(3), but shall not include
any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

     (5) "Affiliate" and "Associate" shall have the meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act,
as in effect on March 31, 1988.

     (6) "Subsidiary" means any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by the Corporation; provided,
however, that for the purposes of the definition of Interested Stockholder set
forth in subparagraph (c)(2), the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is owned,
directly or indirectly, by the Corporation.

     (7) "Disinterested Director" means any Director of the Corporation who is
not an Affiliate or Associate of the Interested Stockholder and was a member of
the Board prior to the time that the Interested Stockholder became an Interested
Stockholder, and any Director who is thereafter chosen to fill any vacancy on
the Board or who is elected and who, in either event, is not an Affiliate or
Associate of the Interested Stockholder and in connection with his or her
initial assumption of office is recommended for appointed or election by a
majority of Disinterested Directors then serving on the Board.

     (8) "Fair Market Value" means: (i) in the case of stock the highest closing
sale price during the 30-day period immediately preceding ad including the date
in question of a share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape,
on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Exchange Act on which such stock is listed, or, if such stock is not listed
on any such exchange, the highest closing bid quotation with respect to a share
of such stock during the 30-day period preceding and including the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or, if no such quotations are
available, the fair market value on the date in question of a share of such
stock as determined in good faith by a majority of the Disinterested Directors;
and (ii) in the case of property other than cash or stock, the fair market value
of such property on the date in question as determined in good faith by a
majority of the Disinterested Directors.

     (9) In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash

<PAGE>   69


to be received" as used in subparagraphs (b)(2)(i) and (ii) of this Article 6A
shall include the shares of Common Stock of the Corporation and/or the shares of
any other class of outstanding Voting Stock retained by the holders of such
shares.

     (10) For the purposes of determining the "Announcement Date," in the event
that the first public announcement of the proposal of the Business Combination
is made after the close on such date of any securities exchange registered under
the Exchange Act on which any shares of the Voting Stock of the Corporation
traded, or of the National Association of Securities Dealers, Inc. Automated
Quotations System or any other system on which any shares of the Voting Stock of
the Corporation are listed, then the Announcement Date shall be deemed to be the
next day on which such exchange or quotations system is open.

(d) POWERS OF THE BOARD OF DIRECTORS. A majority of the Board shall have the
power and duty to determine for the purposes of this Article 6A, on the basis of
information known to them after reasonable inquiry, whether a person is an
Interested Stockholder, which determination shall be conclusive. Once the Board
has made a determination, pursuant to the preceding sentence, that a person is
an Interested Stockholder, then a majority of Disinterested Directors shall have
the power and duty to determine for the purposes of this Article 6A, on the
basis of information known to them after reasonable inquiry, (i) the number of
shares of Voting Stock beneficially owned by any person, (ii) whether a person
is an Affiliate or Associate of another, (iii) whether the assets which may be
the subject of any Business Combination have, or the consideration which may be
received for the issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination has, an aggregate Fair Market Value equal
to or greater than 10% of the combined assets of the Corporation and its
subsidiaries and (iv) whether all of the applicable conditions set forth in
subsection (b)(2) shall have been met with respect to any Business Combination,
any of which determinations by a majority of the Disinterested Directors shall
be conclusive. A majority of the Disinterested Directors shall have the further
power to interpret all of the terms and provision of this Article 6A, which
interpretation shall be conclusive.

(e) NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED STOCKHOLDERS. Nothing
contained in this Article 6A shall be construed to relieve any Interested
Stockholder of any fiduciary obligation imposed by law.

(f) AMENDMENT, REPEAL, ETC. Notwithstanding any other provisions of these
Articles of Organization or the By-Laws of the Corporation (and notwithstanding
the fact that a lesser percentage or no vote may be specified by law, these
Articles of Organization or the By-Laws of the Corporation), and in addition to
any affirmative vote of the holders of Preferred Stock or any other class of
capital stock of the Corporation or any series of

<PAGE>   70


the foregoing then outstanding which is required by law or pursuant to these
Articles of Organization, the affirmative vote of the holders of eighty percent
(80%) or more of the voting power of the outstanding Voting Stock, voting
together as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, this Article 6A.








<PAGE>   71



6B.  CERTAIN TRANSACTIONS APPROVED BY THE BOARD OF DIRECTORS

     Except as provided in Article 6A of, or as otherwise provided in, these
Articles of Organization, the Corporation may authorize, by a vote of a majority
of the shares of each class of stock outstanding and entitled to vote thereon,
(a) the sale, lease or exchange of all or substantially all of its property and
assets, including its goodwill, upon such terms and conditions as it deems
expedient, and (b) the merger or consolidation of the Corporation with or into
any other corporation, provided, however, that such sale, lease, exchange,
merger or consolidation shall have been approved by a majority of the members of
the Board of Directors.





<PAGE>   72



6C.  BOARD OF DIRECTORS

     (a) MANDATE AND NUMBER. The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors, the number of which,
subject to any right of the elect additional directors under specified
circumstances, shall be fixed from time to time by the Board of Directors
pursuant to the By-Laws of the Corporation.

     (b) TERM. Subject to the rights of the holders of any series of Preferred
Stock then outstanding, the directors shall be divided into three classes, as
nearly equal in number as possible, with the term of office of the first class
to expire at the 1989 Annual Meeting of Stockholders or any special meting in
lieu thereof, the term of office of the second class to expire at the 1990
Annual Meeting of Stockholders or any special meeting in lieu thereof and the
term of office of the third class to expire at the 1991 Annual Meeting of
Stockholders or any special meeting in lieu thereof. At each Annual Meeting of
Stockholders or special meeting in lieu thereof following such initial
classification and election, directors elected to succeed those directors whose
terms 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.

     (c) NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office even though less than a
quorum, or by a sole remaining director. In the event of any vacancy resulting
other than from an increase in the authorized number of directors, the director
elected as provided in the foregoing sentence shall serve for the remainder of
the full term of the class in which the vacancy occurred rather than until the
next Annual Meeting of Stockholders. In the event of any increase or decrease in
the authorized number of directors, (i) each director then serving as such shall
nevertheless continue as director of the class of which he is a member until the
expiration of his current term or his prior death, retirement or resignation and
(ii) the newly created or eliminated directorships resulting from such increase
or decrease shall be apportioned by the Board of Directors among the three
classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent one director more than any
other class. To the extent possible, consistent with the foregoing rule, any
newly created directorships shall be subtracted from those classes whose terms
of office terms of office are to expire at the latest dates following such
allocation and any newly eliminated directorships shall be subtracted from those
classes whose terms of office are to expire at the 


<PAGE>   73



earliest dates following such allocation, unless otherwise provided for from
time to time by resolution adopted by a majority of the directors then in
office, although less than a quorum. 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.

     (d) 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 then outstanding 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.

     (e) AMENDMENT, REPEAL, ETC. Notwithstanding anything contained in these
Articles of Organization to the contrary, the affirmative vote of the holders of
at least 80% of the total voting power of all of the outstanding shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend or repeal this
Article entitled "Board of Directors" or adopt any provision in these Articles
of Organization of the By-Laws inconsistent with this Article entitled "Board of
Directors."




<PAGE>   74

6D.  INDEMNIFICATION

     (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Corporation or is or was serving at the request of
the Corporation as a director or officer of another corporation, including,
without limitation, any corporation or other entity of which a majority of any
class of equity security is owned, directly or indirectly, by the Corporation (a
"Subsidiary") or any Affiliate of the Corporation as such term is defined in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director or officer, or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Massachusetts Business Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
such law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, costs of investigation and
preparation of defense and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith; provided,
however that, except as provided in Section (c) hereof with respect to
proceedings to enforce rights of indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

     (b) ADVANCE OF EXPENSES. The right to indemnification conferred in Section
(a) of this Article 6D shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that
an advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to the indemnified
for such expenses under this Section or otherwise. The rights to indemnification
and to the advancement of expenses conferred in Sections (a) and (b) of this

<PAGE>   75




Article shall be contract rights ad such rights shall continue as to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

     (c) RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section (a) or (b)
of this Article is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Massachusetts
Business Corporation Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Massachusetts Business
Corporation Law, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article or otherwise
shall be on the Corporation.

     (d) RIGHTS NOT EXCLUSIVE. The rights to indemnification and to the
advancement of expenses conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
these Articles of Organization, the Corporation's By-Laws, or any agreement,
vote of stockholders or disinterested directors or otherwise.

         (e) INSURANCE. The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any director 

<PAGE>   76

officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise, including, without
limitation, any Subsidiary or Affiliate or any employee benefit plan, against
any expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss, whether
or not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the Massachusetts Business Corporation
Law. The Corporation's obligation to provide indemnification under this Article
shall be offset to the extent of any payment received by the indemnitee from any
other source of indemnification or pursuant to any otherwise applicable
insurance coverage under a policy maintained by the Corporation or any other
person.

     (f) EMPLOYEES AND AGENTS. The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification and
to the advancement of expenses to any employee or agent of the Corporation or
any Subsidiary or Affiliate to the fullest extent of the provisions of this
Article with respect to the indemnification of and advancement of expenses to
directors and officers of the Corporation.

     (g) AGREEMENTS. The Corporation may, to the extent authorized from time to
time by the Board of Directors, enter into agreements with any director,
officer, employee or agent of the Corporation or any Subsidiary or Affiliate to
the fullest extent of the provisions of this Article with respect to the
indemnification of and advancement of expenses to such person.

     (h) AMENDMENT. Without the consent of a person entitled to the
indemnification and other rights provided in this Article (unless otherwise
required by the Massachusetts Business Corporation Law), no amendment modifying
or terminating such rights shall adversely affect such person's rights under
this Article with respect to the period prior to such amendment.

     (i) SAVINGS CLAUSE. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each indemnitee as to any liabilities
and expenses with respect to any proceeding to the fullest extent permitted by
any applicable portion of this Article that shall not have been invalidated and
to the fullest extent permitted by applicable law.



<PAGE>   77



6E.  LIMITATION OF LIABILITY OF DIRECTORS

     No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that this Article shall not eliminate or limit any liability
of a director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Sections 61 or 62 of the Massachusetts Business Corporation Law, or (iv) with
respect to any transaction from which the director derived an improper personal
benefit.

     The provisions of this Article shall not eliminate or limit the liability
of a director of this Corporation for any act or omission occurring prior to the
date on which this Article became effective. No amendment or repeal of this
Article shall adversely affect the rights and protection afforded to a director
of this Corporation under this Article for acts or omissions occurring while
this Article is in effect.

     Is the Massachusetts Business Corporation Law is subsequently amended to
further eliminate or limit personal liability of directors or to authorize
corporate action to further eliminate or limit such liability, then the
liability of the directors of this Corporation shall, without any further action
of the Board of Directors or the stockholders of this Corporation, be eliminated
or limited to the fullest extent permitted by the Massachusetts Business
Corporation Law as so amended.





<PAGE>   78



6F.  INTERCOMPANY DEALINGS

     The Corporation may enter into contracts or transact business with one or
more of its directors, officers or stockholders or with any corporation,
organization or other concern in which one or more of its directors, officers or
stockholders are directors, officers, stockholders or are otherwise interested
and may enter into other contracts or transactions in which one or more of its
directors, officers or stockholders are in any way interested. In the absence of
fraud, no such contract or transaction shall be invalidated or in any way
affected by the fact that such one or more of the directors, officers or
stockholders of the Corporation have or may have any interest which is or might
be adverse to the interest of the Corporation even though the vote or action of
directors, officers or stockholders having such adverse interest may have been
necessary to obligate the Corporation under such contract or transaction.

     At any meeting of the Board of Directors of the Corporation (or of any duly
authorized committee thereof) at which any such contract or transaction shall be
authorized or ratified, any such director or directors may vote or act thereat
with like force and effect as if he had not such interest, provided in such case
that the nature of such interest (though not necessarily the extent or details
thereof) shall be disclosed or shall have been known to the directors. A general
notice that a director or officer is interested in any corporation or other
concern of any kind referred to above shall be a sufficient disclosure as to the
interest of such director or officer with respect to all contracts and
transactions with such corporation or other concern. No director shall be
disqualified from holding office as a director or an officer of the Corporation
by reason of any such adverse interest, unless the Board of Directors shall
determine that such adverse interest is detrimental to the Corporation. In the
absence of fraud no director, officer or stockholder having such adverse
interest shall be liable on account of such adverse interest to the Corporation
or to any stockholder or creditor thereof or to any other person for any loss
incurred by it under or by reason of such contract or transaction, nor shall any
such director, officer or stockholder be accountable on such ground for any
gains or profits realized thereon.





<PAGE>   79



6G.  MAKING, AMENDING AND REPEALING BY-LAWS

     The directors of the Corporation shall have power to make, alter, amend and
repeal the By-Laws of the Corporation in whole or in part except with respect to
any provision thereof which requires action by the stockholders, who shall also
have power to make, alter, amend and repeal the By-Laws of the Corporation. Any
By-Laws made by the directors under the powers conferred hereby may be altered,
amended, or repealed by the directors or the stockholders. Notwithstanding the
foregoing and anything contained in these Articles of Organization to the
contrary, Articles II and VII and Sections 2 and 3 of Article I of the By-Laws,
and this Article 6G, shall not be altered, amended or repealed, and no provision
inconsistent therewith or herewith shall be adopted, without the affirmative
vote of the holders of at least eighty percent (80%) of the voting power of all
shares of the shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.





<PAGE>   80



6H.  PLACE OF MEETINGS OF STOCKHOLDERS

     Meetings of stockholders of the Corporation may be held anywhere in the
United States to the extent permitted by the By-Laws.





<PAGE>   81



6I.  PARTNERSHIP IN ANY BUSINESS ENTERPRISE

     The Corporation may be a partner in any business enterprise which the
Corporation would have the power to conduct by itself.





<PAGE>   82



ARTICLES OF ORGANIZATION (CONTINUED)
BIOGEN MASSACHUSETTS, INC.

<TABLE>
<CAPTION>

NAME                  Residence               Post Office Address
----                  ---------               -------------------

<S>                   <C>                     <C>             
Harold W. Buirkle     150 Broad Avenue        150 Broad Avenue
                      Leonia, N.J.  07605     Leonia, N.J.  07605

Stuart F. Feiner      830 Cranford Avenue     830 Cranford Avenue
                      Westfield, N.J.         Westfield, N.J.

Walter Gilbert        107 Upland Road         107 Upland Road
                      Cambridge, MA           Cambridge, MA
                      02140                   02140

Jeremy R. Knowles     44 Coolidge Avenue      44 Coolidge Avenue
                      Cambridge, MA           Cambridge, MA
                      02140                   02140

Roger H. Morley       L'Horizon               L'Horizon
                      Clos Barnier            Clos Barnier
                      06530, Speracedes       06530, Speracedes
                      France                  France

Kenneth Murray        4 Blackford Hill        4 Blackford Hill
                      View                    View
                      Edinburgh EH9 3HD       Edinburgh EH9 3HD
                      Scotland                Scotland

Phillip A. Sharp      119 Grasmere Street     119 Grasmere Street
                      Newton, MA  02158       Newton, MA  02158

James W. Stevens      332 East 30th           332 East 30th
                      Street                  Street
                      New York, N.Y.          New York, N.Y.
                      10016                   10016

James L. Vincent      7 Audubon Road          7 Audubon Road
                      Weston, MA  02193       Weston, MA  02193



</TABLE>

<PAGE>   83



                                   ARTICLE VII

The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.

The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.

                                  ARTICLE VIII

a.   The post office address of the corporation in MASSACHUSETTS
is:

     14 Cambridge Center, Cambridge, A  02142



b    The name, residence and post office address (if different)
of the directors and officers of the corporation are as follows:



<TABLE>
<CAPTION>
                                                          POST OFFICE
             NAME                   RESIDENCE               ADDRESS

<S>         <C>                  <C>                     <C> 

President:  James L. Vincent     7 Auburn Road           7 Auburn Road
                                 Weston, MA 02193        Weston, MA 02193

Treasurer:  Brooks Boveroux      42 Chatham Circle       42 Chatham Circle
                                 Wellesley, MA 02181     Wellesley, MA 02181
                                
Clerk:      Frederic A.          221 Mt. Auburn St.      221 Mt. Auburn St.
            Eustis, III          Apartment 111           Apartment 111       
                                 Cambridge, MA 02138     Cambridge, MA 02138
                                                               
Directors:  (See Page 8(a)
            attached)


</TABLE>





c.   The fiscal year (i.e. tax year) of the corporation shall end in the last
day of the month of:  December

d.    The name and BUSINESS address of the RESIDENT AGENT of the corporation,
if any, is:  N/A





<PAGE>   84



                                   ARTICLE IX


     By-laws of the corporation have been duly adopted and the president,
treasurer, clerk and directors whose names are set forth above, have been duly
elected.



IN WITNESS WHEREOF and under the pains and penalties of perjury, I whose
signature appear below as incorporator and whose names and business address(es)
ARE CLEARLY TYPED OR PRINTED beneath each signature do hereby associate with the
intention of forming this corporation under the provisions of General Laws
Chapter 156B and do hereby sign these Articles of Organization as incorporated
this 29th day of June, 1988.


--------------------------------------------------------------------------------


F. Augusta Crease, Legal Assistant


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA  02111





NOTE:     If an already-existing corporation is acting as incorporator,
          type in the exact name of the corporation, the state or other
          jurisdiction where it was incorporated, the name of the person
          signing on behalf of said corporation and the title he/she
          holds or other authority by which such action is taken.





<PAGE>   85



                        THE COMMONWEALTH OF MASSACHUSETTS


                            ARTICLES OF ORGANIZATION


                     GENERAL LAWS, CHAPTER 156 B, SECTION 12





     I hereby certify that, upon an examination of these articles of
organization, duly submitted to me, it appears that the provisions of the
General Laws relative to the organization of corporation have been complied
with, and I hereby approve said articles; and the filing fee in the amount of
$150.00 having been paid, said articles are deemed to have been filed with me
this 29th day of June, 1988.

Effective date





                               MICHAEL J. CONNOLLY


                               Secretary of State





         FILING FEE: 1/20 of 1% of the total amount of the authorized capital
         stock with par value, and one cent a share for all authorized shares
         without par value, but not less than $150 General Laws, Chapter 156B.
         Shares of stock with a par value less than one dollar shall be deemed
         to have par value of one dollar per share.





                PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT





                       F. Augusta Crease, Legal Assistant
                       Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                       One Financial Center
                       Boston, MA  02111
                       Tel:  (617) 542-6000





<PAGE>   86


                        THE COMMONWEALTH OF MASSACHUSETTS

                                                                   FEDERAL ID.
                                MICHAEL JOSEPH CONNOLLY          NO. 04-3002117
                                  Secretary of State                            
                                                                                
                                  ONE ASHBURTON PLACE                          
                                  BOSTON, MASS. 02108              FEDERAL ID. 
                                                                 NO. 00-0275985 
                                                                               

                               ARTICLES OF MERGER*
                Pursuant to General Laws, Chapter 156B Section 79
       The fee for filing this certificate is prescribed by General Laws,
                            Chapter 156B, Section 114
            Make checks payable to the Commonwealth of Massachusetts.


Merger of                                   Biogen Inc.
                                            Biogen Massachusetts, Inc.

                                                   the constituent corporations

                                    into


                                            Biogen Massachusetts, Inc.


the surviving* corporation organized under the laws of the Commonwealth of
Massachusetts as specified in the agreement referred to in Paragraph 1 below.


     The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:

     1. An agreement of merger* has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section
79, and will be kept as provided by subsection (c) thereof. The surviving*
corporation will furnish a copy of said agreement to any of its stockholders, or
to any person who was a stockholder of any constituent corporation, upon written
requires and without charge.

     2. The effective date of the merger* determined pursuant to the agreement
referred to in paragraph 1 shall be September 30, 1988 at 12:00 o'clock
midnight.

     3. (For a merger)

     ** The following amendments to the articles of
        organization of the SURVIVING corporation to be
        effected pursuant to the agreement of merger referred
        to in paragraph 1 are as follows:  That upon the


effective date and time of the merger, Article 1 shall be amended to provide
that the name of the Corporation be changed to Biogen, Inc., and Article 3 shall
be amended to provide that the Corporation is authorized to issue 55,000,000
shares of common stock having a par value of $.01 per share and 20,000,000
shares of preferred stock having a par value of $.01 per share.

<PAGE>   87

     (For a consolidation)


     (a) The purposes of the RESULTING corporation are as follows:



*Delete the in applicable words.

**If there are no provisions state "NONE".



NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a left hand 
margin of at least 1 inch for binding. Additions to more than one article may be
continued on a single sheet so long as each article requiring each such addition
is clearly indicated.


     (b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows: N/A


<TABLE>
-------------------------------------------------------------------------------
<CAPTION>
               WITHOUT PAR VALUE                 WITH PAR VALUE
-------------------------------------------------------------------------------
 CLASS OF                                                     PAR             
   STOCK       NUMBER OF SHARES        NUMBER OF SHARES      VALUE   AMOUNT
-------------------------------------------------------------------------------
 <S>           <C>                     <C>                   <C>     <C>   
 Preferred                                                           $       
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
  Common
-------------------------------------------------------------------------------
<FN>

     **(c) If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.

                  N/A

     **(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or if its directors or
stockholders, or of any class of stockholders:

                  N/A
</TABLE>
     4. (This paragraph 4 may be deleted if the surviving* corporation is
organized under the laws of the state other than Massachusetts.)

The following information shall not for any purpose be treated as a permanent
part of the articles of organization of the surviving* corporation.


<PAGE>   88


     (a)  The post office address of the principal office of the surviving*
          corporation in Massachusetts is:


          14 Cambridge Center, Cambridge, Massachusetts 02142


     (b)  The name, resident and post office address of each of the directors
          and President, Treasurer and Clerk of the surviving* corporation is as
          follows:

*Delete the inapplicable words.
**If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article may be
continued on a single sheet so long as each article requiring each such addition
is clearly indicated.

<PAGE>   89



<TABLE>


-------------------------------------------------------------------------------
<CAPTION>
    NAME                  RESIDENCE               POST OFFICE ADDRESS
--------------------------------------------------------------------------------
<S>                     <C>                        <C>    
President
James L. Vincent        7 Audubon Road             7 Audubon Road
                        Weston, MA  02193          Weston, MA  02193
--------------------------------------------------------------------------------
Treasurer
Brooks Boveroux         42 Chatham Circle          42 Chatham Circle
                        Wellesley, MA              Wellesley, MA
                        02181                      02181
--------------------------------------------------------------------------------
Clerk
Frederic A.             221 Mt. Auburn             221 Mt. Auburn
Eustis, III             Street                     Street
                        Apartment 111              Apartment 111
                        Cambridge, MA 02138        Cambridge, MA
                                                   02138
--------------------------------------------------------------------------------
Director
Harold W. Buirkle       150 Broad Avenue           150 Broad Avenue
                        Leonia, NJ  07605          Leonia, NJ  07605
--------------------------------------------------------------------------------
Director
Stuart F. Feiner        830 Cranford Avenue        830 Cranford Avenue
                        Westfield, NJ              Westfield, NJ
--------------------------------------------------------------------------------
Director
Walter Gilbert          107 Upland Road            107 Upland Road
                        Cambridge, MA              Cambridge, MA
                        02140                      02140
--------------------------------------------------------------------------------
Director
Jeremy R. Knowles       44 Coolidge Avenue         44 Coolidge Avenue
                        Cambridge, MA              Cambridge, MA
                        02140                      02140
--------------------------------------------------------------------------------
Director
Roger H. Morley         L'Horizon                  L'Horizon
                        Clos Barnier               Clos Barnier
                        06530, Speracedes,         06530, Speracedes,
                        France                     France
--------------------------------------------------------------------------------
Director
Kenneth Murray          4 Blackford Hill           4 Blackford Hill
                        View                       View
                        Edinburgh EH9 3HD          Edinburgh EH9 3HD
                        Scotland                   Scotland
--------------------------------------------------------------------------------
Director
Phillip A. Sharp        119 Grasmere Street        119 Grasmere Street
                        Newton, MA  02158          Newton, MA  02158
--------------------------------------------------------------------------------
Director
James W. Stevens        332 East  30th             332 East 30th
                        Street                     Street
                        New York, NY  10016        New York, NY  10016
--------------------------------------------------------------------------------
Director
James L. Vincent        7 Audubon Road             7 Audubon Road
                        Weston, MA  02193          Weston, MA  02193
--------------------------------------------------------------------------------
<FN>

     (c) The date adopted on which the fiscal year of the surviving* corporation
ends is: December 31.

     (d) The date fixed in the by-laws for the Annual Meeting of stockholders of
the surviving* corporation: 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.
</TABLE>
<PAGE>   90


     5. (This paragraph 5 may be deleted if the surviving* corporation is
organized under the laws of Massachusetts)

                      N/A

     The resulting* surviving* corporation hereby agrees that it may be sued in
the Commonwealth of Massachusetts for any prior obligation of any constituent
foreign corporation qualified under General Laws, Chapter 181, and any
obligations hereafter incurred by the resulting* surviving* corporation,
including the obligation created by General Laws, Chapter 156B, Section 85, so
long as any liability remains outstanding against the corporation in the
Commonwealth of Massachusetts, and it hereby irrevocably appoints the Secretary
of the Commonwealth as its agent to accept service of process in any action for
the enforcement of any such obligation, including taxes, in the same manner as
provided in Chapter 181.



*Delete the inapplicable words.



                         FOR MASSACHUSETTS CORPORATIONS


     The undersigned President* and Clerk** of Biogen Massachusetts, Inc., a
corporation organized under the laws of Massachusetts further state under the
penalties of perjury that the agreement of merger* referred to in paragraph 1
has been duly executed on behalf of such corporation and duly approved in the
manner required by General Laws, Chapter 156B, Sections 79.

                                  s/s   James L. Vincent          , President*
                                     -----------------------------
                                       James L. Vincent
                                  
                                  
                                  
                                  s/s   Frederic A. Eustis, III  , Clerk 
                                     ----------------------------
                                       Frederic A. Eustis, III
                                  

                                                     



*Delete the inapplicable words.


<PAGE>   91


             FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS


     The undersigned President* and Secretary** of Biogen, Inc., a corporation
organized under the laws of Delaware further state under the penalties of
perjury that the agreement of merger* referred to in paragraph 1 has been duly
adopted by such corporation in the manner required by the laws of Delaware.



                                  s/s   James L. Vincent          , President*
                                     -----------------------------
                                       James L. Vincent




                                  s/s    Frederic A. Eustis, III  , Clerk*
                                     -----------------------------
                                       Frederic A. Eustis, III




*Delete the inapplicable words.

*Specify the officer having powers and duties corresponding to those of the
President or Vice President of a Massachusetts corporation organized under
General Laws, Chapter 156B.

**Specify the officer having power and duties corresponding to the Clerk or
Assistant Clerk of such a Massachusetts corporation.



<PAGE>   92


                       282280                        001904


                        THE COMMONWEALTH OF MASSACHUSETTS
                               ARTICLES OF MERGER*
                    (General Laws, Chapter 156B, Section 79)


     I hereby approve the within articles of merger* and, the filing fee in the
amount of $37,350.00 having been paid, said articles are deemed to have been
filed with me this 28th day of September, 1988.

Effective Date:  September 30, 1988
-----------------------------------



                                                    s/s  MICHAEL JOSEPH CONNOLLY
                                                       ------------------------
                                                         MICHAEL JOSEPH CONNOLLY
                                                           Secretary of State





                         TO BE FILLED IN BY CORPORATION
                   Photocopy of Articles of Merger To Be Sent


                            TO:                                          SEAL
                            F. Augusta Crease, Legal Assistant               
                            Mintz, Levin, Cohn, Ferris, Glovsky  
                              and Popeo, P.C.   
                            One Financial Center
                            Boston, MA  02111      
                            Telephone:  (617)  542-6000





*Delete the inapplicable words.      

<PAGE>   93



CD 78 5m-10/85                                                      081-$200.00

                                                         FEDERAL IDENTIFICATION
                       THE COMMONWEALTH OF MASSACHUSETTS        NO. 04-2712513  

                             MICHAEL JOSEPH CONNOLLY
                               Secretary of State
                               ONE ASHBURTON PLACE
                               BOSTON, MASS. 02108                  FEDERAL ID.
                                                                 NO. 04-3002117
                                                                    Biogen Inc.


                               ARTICLES OF MERGER*
                Pursuant to General Laws, Chapter 156B Section 78
       The fee for filing this certificate is prescribed by General Laws,
                           Chapter 156B, Section 114
            Make checks payable to the Commonwealth of Massachusetts.


Merger* of                      BIOGEN RESEARCH CORP.
                                BIOGEN, INC.      
                                                    the constituent corporations


into    
                                BIOGEN, INC.,

the surviving* corporation.


     The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:

     1. An agreement of merger* has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section
78, and will be kept as provided by subsection (d) thereof. The surviving*
corporation will furnish a copy of said agreement to any of its stockholders, or
to any person who was a stockholder of any constituent corporation, upon written
request and without charge.


 *Delete the inapplicable words.


     2. The effective date of the merger* determined pursuant to the agreement
referred to in paragraph 1 shall be December 31, 1988.

     3. (For a merger)

     ** The following amendments to the articles of organization of the
        SURVIVING corporation to be effected pursuant to the agreement of
        merger referred to in paragraph 1 are as follows: None
        

     (For a consolidation)  N/A

<PAGE>   94

     (a) The purposes of the RESULTING corporation are as follows:

     (b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized is as follows:


<TABLE>
--------------------------------------------------------------------------------
<CAPTION>
               WITHOUT PAR VALUE                 WITH PAR VALUE
--------------------------------------------------------------------------------
 CLASS OF                                                     PAR             
  STOCK        NUMBER OF SHARES        NUMBER OF SHARES      VALUE   AMOUNT
-------------------------------------------------------------------------------
 <S>           <C>                     <C>                   <C>     <C>   
 Preferred                                                           $       
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
  Common
-------------------------------------------------------------------------------
<FN>


 *Delete the inapplicable words.

**If there are no provisions state "NONE".

NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a left hand 
margin of at least 1 inch for binding. Additions to more than one article may be
continued on a single sheet so long as each article requiring each such addition
is clearly indicated.

</TABLE>




<PAGE>   95

     **(c) If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.

     **(d) Other lawful provisions, if any, for the conduct and regulation of
the business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:

     4. The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving* corporation.


     (a)  The post office address of the principal office of the surviving*
          corporation in Massachusetts is:

          14 Cambridge Center, Cambridge, Massachusetts 02142

     (b)  The name, resident and post office address of each of the directors 
and President, Treasurer and Clerk of the surviving* corporation is as follows:


*Delete the inapplicable words.
**If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8-1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article may be
continued on a single sheet so long as each article requiring each such addition
is clearly indicated.



<PAGE>   96
================================================================================
     NAME                     RESIDENCE                  POST OFFICE ADDRESS
--------------------------------------------------------------------------------
President
James L. Vincent         7 Audubon Road                   7 Audubon Road
                         Weston, MA  02193                Weston, MA 02193
--------------------------------------------------------------------------------
Treasurer
John W. Catterall        70 South Terrace                 70 South Terrace
                         Short Hill, NJ  07078            Short Hill, NJ 07078
--------------------------------------------------------------------------------
Clerk
Frederic A. Eustis, III  221 Mt. Auburn Street            221 Mt. Auburn Street
                         Cambridge, MA 02138              Cambridge, MA 02138
--------------------------------------------------------------------------------
Director
BUIRKLE, Harold W. Mr.   THE HENLEY GROUP                 150 Broad Avenue
                         375 Park Avenue                  Leonia, NJ 07605
                         New York, NY  10152
--------------------------------------------------------------------------------
Director
FEINER, Stuart F. Mr.    President                        830 Cranford  Avenue
                         INCO Venture Capital             Westfield, NJ
                         Mgmnt.                           
                         One New York Plaza
                         New York, NY  10004
--------------------------------------------------------------------------------
Director
GILBERT, Walter          Biological                       DELIVER PACKAGES
Prof.                    Laboratories                     TO HOME ADDRESS
                         HARVARD UNIVERSITY               107 Upland Road 
                         16 Divinity Avenue               Cambridge, MA  02138
                         Cambridge, MA  02138
--------------------------------------------------------------------------------
Director
KNOWLES, Jeremy R.       Department of                    44 Coolidge Avenue
Prof.                    Chemistry                        Cambridge, MA 02138 
                         Hallinckrodt Hall, 
                         Room 202                                             
                         HARVARD UNIVERSITY
                         12 Oxford Street
                         Cambridge, MA  02138
--------------------------------------------------------------------------------
Director
MORLEY, Roger H. Mr.     Vice President,                  L'Horizon
                         Schiller                         Clos Barnier
                         International                    06530, Speracedes,
                         University                       FRANCE
--------------------------------------------------------------------------------
Director
MURRAY, Kenneth Prof.    Dept. of Molecular               4 Blackford Hill View
                         Biology                          Edinburgh EH9 3HD
                         UNIVERSITY OF                    Scotland
                         EDINBURGH
                         King's Buildings
                         Mayfield Road
                         Edinburgh EE9 3JR
                         SCOTLAND
--------------------------------------------------------------------------------
<PAGE>   97
--------------------------------------------------------------------------------
Director
SHARP, Phillip A. Prof.  Center for Cancer                119 Grasmere Street
                         Research                         Newton, MA 02158
                         MIT 
                         40 Ames Street, E17-
                         529B                  
                         Cambridge, MA  02139
--------------------------------------------------------------------------------
Director
STEVENS, James V. Mr.    Executive Vice                   332 East 30th Street
                         President                        New York, NY 10016
                         PRUDENTIAL INVESTMENT                 
                         CORP.                                 
                         4 Gateway Center
                         Newark, NJ  07102-4007
--------------------------------------------------------------------------------
Director
VINCENT, James L. Mr.    Chairman                         7 Audubon Road
                         Chief Operating                  Weston, MA 02193
                         Officer                                  
                         BIOGEN INC.
                         14 Cambridge Center
                         Cambridge, MA  02142
================================================================================
      (c)  The date adopted on which the fiscal year of the
surviving* corporation ends is:  December 31.


      (d)  The date fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: as determined by
the Board of Directors.

     The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of merger* referred to in paragraph 1 has been
duly executed on behalf of such corporation and duly approved by the
stockholders of such corporation in the manner required by General Laws, Chapter
156B, Section 78.


                                  s/s                          , Vice President*
                                  -----------------------------
                                        Brooks Boveroux


                                  s/s                                   , Clerk*
                                  -------------------------------------- 
                                        Frederick A. Eustis, III

 of BIOGEN, RESEARCH CORP.   (name of constituent corporation)
    ----------------------

                                  s/s                          , Vice President*
                                  -----------------------------
                                        Brooks Boveroux


                                  s/s                                   , Clerk*
                                  -------------------------------------- 
                                        Frederick A. Eustis, III

 of BIOGEN, INC.   (name of constituent corporation)
    ------------

*Delete the inapplicable words.

<PAGE>   98


                    288556                        002080

Received              THE COMMONWEALTH OF MASSACHUSETTS
Dec. 16, 1988                 ARTICLES OF MERGER*
Secretary of State                   
Corporation Division
                    (General Laws, Chapter 156B, Section 78)


     I hereby approve the within articles of consolidation* merger* and, the
filing fee in the amount of $200.00 having been paid, said articles are deemed
to have been filed with me this 16th day of December, 1988.

Effective Date:  December 31, 1988
----------------------------------

             
                                                s/s   Michael Joseph Connolly
                                                    ----------------------------
                                                      MICHAEL JOSEPH CONNOLLY
                                                         Secretary of State





                         TO BE FILLED IN BY CORPORATION
                   Photocopy of Articles of Merger To Be Sent

                                                                            SEAL
                                TO: Molly Mille
                                    Biogen. Inc.
                                    14 Cambridge Center
                                    Cambridge, MA 02142
                                Telephone (617) 864-8900



*Delete the inapplicable words.



<PAGE>   99

CD 82 10M-10/80 D630976 
                                                          FEDERAL IDENTIFICATION
                                                                NO. 04-3002117


                        THE COMMONWEALTH OF MASSACHUSETTS


                             WILLIAM FRANCIS GALVIN
                               Secretary of State
                              ONE ASHBURTON PLACE,
                        BOSTON, MASSACHUSETTS 02108-1512



                                   ARTICLES OF
                  MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
               PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 72


   The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114.
           Make check payable to the Commonwealth of Massachusetts.


                              *     *     *     *


     We, Kenneth M. Bate and Daniel A. Cuoco Vice President* and Clerk* of 
Biogen, Inc. organized under the laws of the Commonwealth of Massachusetts and 
herein called the parent corporation, do hereby certify as follows:

     1.   That the subsidiary corporation(s) to be merged into the parent
corporations is as follows:

                                        State of                 Date of
           Name                         Organization             Organization

Biogen Medical Products, Inc.           Massachusetts            7/29/83


     2.   That the parent corporation owns at least ninety percent of the 
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.




















*  Delete the inapplicable words.  In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be 
signed by officers having corresponding powers and other duties.


<PAGE>   100
     4.   That a meeting of the directors of the parent corporation the 
following vote, pursuant to subsection (a) of General Laws, Chapter 156B, 
Section 82, was duly adopted:

(See Page 4A and Page 4B attached hereto and made a part hereof.)
     -------     -------






NOTE: Votes for which the space provided above is not sufficient should be set
out on continuations sheets to be numbered 2A, 2B, etc. Continuation sheets must
have a left-hand margin 1 inch wide for finding. Only one side should be used.



<PAGE>   101


       
                                     PAGE 4A
            
                                  Biogen, Inc.
            Articles of Merger of Parent and Subsidiary Corporations
--------------------------------------------------------------------------


 VOTED:   To authorize and direct the merger of Biogen Medical Products, Inc.,
 ------   a Massachusetts corporation and a wholly-owned subsidiary of this
          corporation (the "terminating corporation"), into this corporation
          (sometimes referred to as the surviving corporation"), pursuant to
          Chapter 156B Section 82, of the Massachusetts General Laws.

VOTED:    That the effective date of the merger shall be the date of filing with
------    and acceptance by the Secretary of State of the Commonwealth of 
          Massachusetts of "Articles of Merger of Parent and Subsidiary 
          Corporations" relative to the within merger.

VOTED:    The authorize the President and any Vice President and the Clerk or 
------    any Assistant Clerk of this corporation, by and on behalf of this
          corporation, to execute and deliver said "Articles of Merger of Parent
          and Subsidiary Corporations" to the Secretary of State of the 
          Commonwealth of Massachusetts in substantially the form attached 
          hereto and made a part hereof as EXHIBIT A.

VOTED:    That, pursuant to the provisions of the Business Corporation Law of
------    the Commonwealth of Massachusetts, the separate existence of the
          terminating corporation shall cease upon the effective date of the
          merger and that this corporation shall continue its existence as the
          surviving corporation.

VOTED:    That this corporation shall, upon the effective date of the merger,
------    succeed to and be liable for all of the rights and obligations of 
          the terminating corporation including, without limitation, the 
          terminating corporation's general partnership interest in Biogen 
          Medical Products Limited Partnership.

VOTED:    That the Articles of Organization, as amended, of this corporation as
------    in effect upon the date of the merger shall continue to be the 
          Articles of Organization of the surviving corporation until amended 
          or changed in accordance with the applicable provisions of the 
          Business Corporation Law of the Commonwealth of Massachusetts.

<PAGE>   102

                                     Page 4B
                                     -------

                                  Biogen, Inc.
            Articles of Merger of Parent and Subsidiary Corporations
            --------------------------------------------------------

VOTED:    That the By-Laws, as amended, of this corporation as in effect upon
------    the date of the merger shall continue to be the By-Laws of the
          surviving corporation and shall continue in full force and effect
          until changed, altered or amended as therein provided and in the
          manner as prescribed by the Business Corporation Law of the
          Commonwealth of Massachusetts.

VOTED:    That the officers and Directors of this corporation holding office on
------    the date of merger shall continue to be the officers and Directors of
          the surviving corporation, all of whom shall hold their offices and
          directorships until the election and qualification of their respective
          successors or until their tenure is otherwise terminated in accordance
          with the By-Laws of the surviving corporation.

VOTED:    That all of the issued and outstanding capital stock of the
------    terminating corporation shall be surrendered and cancelled as of the
          effective date of the merger and the issued and outstanding capital
          stock of the surviving corporation shall not be converted in any
          manner.

VOTED:    That the Directors and any and all officers of this corporation are
------    hereby authorized, empowered and directed to do any and all acts and
          things and to make, execute, deliver, file and/or record any and all
          instruments, papers and documents which shall be or become necessary,
          proper or convenient in order to carry into effect the full intention
          of the merger provided for herein, including, but not limited to, the
          "Articles of Merger of Parent and Subsidiary Corporations" described
          hereinabove.




     5.   The effective date of the merger as specified in the vote set out
under Paragraph 4 is upon filing and acceptance by the office of the Secretary
of the Commonwealth of Massachusetts.



     IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
out names this 9th day of June, 1993.

                                       s/s                       Vice President*
                                       --------------------------
                                             Kenneth M. Bate

                                       s/s                                Clerk*
                                       -----------------------------------
                                             Daniel A. Cuoco







*   Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts these articles are to be
signed by officers having corresponding powers and duties.



<PAGE>   103

                                                                            6381

                                                                          432481


                          COMMONWEALTH OF MASSACHUSETTS

               ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS 

                    (General Laws, Chapter 156B, Section 82)

     I hereby approve the within articles of merger of parent and subsidiary
corporation, and the filing fee in the amount of $250.00 having been paid, said
articles are deemed to have been filed with me this 9th day of June, 1993.

                                                    s/s Michael Joseph Connolly
                                                         Michael Joseph Connolly
                                                          Secretary of State





                         TO BE FILLED IN BY CORPORATION
                         Photo Copy of Merger To Be Sent
                                                                            SEAL
                         TO: Elisabeth Sottile Lewin, L.A.
                             Mintz, Levin, Cohn, Ferris, Glovsky
                             and Popeo, P.C.
                             One Financial Center
                             Boston, MA 02111
                         Telephone: (617) 542-6000


<PAGE>   104



                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-3002117
                                                          --------------

                        THE COMMONWEALTH OF MASSACHUSETTS

                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF AMENDMENT
                    (General Laws, Chapter 156B, Section 72)

We,                   Michael J. Astrue                  , *Vice President,
   ------------------------------------------------------
and                   Michael J. Astrue                  , *Clerk
   ------------------------------------------------------
of                    Biogen, Inc.                       ,
   ------------------------------------------------------
                  (Exact name of corporation)

located at 14 Cambridge Center, Cambridge, Massachusetts 02142,

                  (Street address of corporation in Massachusetts)

     certify that these Articles of Amendment affecting article numbered: Three
                                                                         -------

     (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended) of the

Articles of Organization were duly adopted at a meeting held on  May 31,  1996,
                                                               --------     --
by vote of: 

28,797,384 shares of Common Stock of 35,676,575 shares outstanding,
----------           ------------    ----------                 
         (type, class & series, if any)

              shares of               of               shares outstanding, and
-------------          --------------    -------------
         (type, class & series, if any)


              shares of               of               shares outstanding.
-------------          --------------     -------------
          (type, class & series, if any)

l**being at least a majority of each type, class or series outstanding and
entitled to vote thereon.

*Delete the inapplicable words.        **Delete the inapplicable clause.
1   For amendments adopted pursuant to Chapter 156B, Section 70.
2   For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.


<PAGE>   105


     To change the number of shares and the par value (if any) of any type,
     class or series of stock which the corporation is authorized to issue,
     fill in the following:

     The total presently authorized is:



================================================================================
       WITHOUT PAR VALUE STOCKS                WITH PAR VALUE STOCKS
--------------------------------------------------------------------------------
   TYPE      NUMBER OF SHARES      TYPE       NUMBER OF SHARES        PAR VALUE
--------------------------------------------------------------------------------
  Common:                         Common:        55,000,000             $.01
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Preferred:                      Preferred:       20,000,000*            $.01
--------------------------------------------------------------------------------

================================================================================


     *400,000 shares Series A Junior Participating Preferred Stock and 2,760,000
     shares $2.125 Convertible Exchangeable Preferred Stock


     Change the total authorized to:

================================================================================
       WITHOUT PAR VALUE STOCKS                WITH PAR VALUE STOCKS
--------------------------------------------------------------------------------
   TYPE      NUMBER OF SHARES      TYPE       NUMBER OF SHARES        PAR VALUE
--------------------------------------------------------------------------------
  Common:                         Common:        110,000,000            $.01
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Preferred:                      Preferred:        20,000,000*           $.01
--------------------------------------------------------------------------------

================================================================================


     *400,000 shares Series A Junior Participating Preferred Stock and 2,760,000
     shares $2.125 Convertible Exchangeable Preferred Stock



<PAGE>   106





The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

Later effective date:                        N/A                          .
                      ----------------------------------------------------   

SIGNED UNDER THE PENALTIES OF PERJURY, this 5TH day of NOVEMBER, 1996.

                        s/s                                  , *Vice President 
                           ----------------------------------
                                  Michael J. Astrue
                        
                        s/s                                            , *Clerk
                           -------------------------------------------- 
                                  Michael J. Astrue
                        
*Delete the inapplicable words.


<PAGE>   107


                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT
                    (General Laws, Chapter 156B, Section 72)

                ================================================

            I hereby approve the within Articles of Amendment and, the filing
            fee in the amount of $    having been paid, said articles are deemed
            to have been filed with me this     day of                , 19  .
                                            ---        --------------     --
            
            Effective date:
                           ------------------------------------------------
              


                             WILLIAM FRANCIS GALVIN
                         Secretary of the Commonwealth







                         TO BE FILLED IN BY CORPORATION
                      Photocopy of document to be sent to:

                              Anne Marie Cook, Esquire
                              Esquire Biogen, Inc.
                              14 Cambridge Center
                              Cambridge, MA 02142