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                                                                   EXHIBIT 10.24















                                  BIOGEN, INC.




                  VOLUNTARY EXECUTIVE SUPPLEMENTAL SAVINGS PLAN
               (As amended and restated through December 14, 2001)




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                                TABLE OF CONTENTS


                                                                            Page

ARTICLE 1
         INTRODUCTION........................................................ 1
          1.1     Purpose and Effective Date................................. 1

ARTICLE 2
         DEFINITIONS......................................................... 1
          2.1     Base salary................................................ 1
          2.2     Biogen..................................................... 1
          2.3     Board...................................................... 1
          2.4     Bonus...................................................... 1
          2.5     Committee.................................................. 1
          2.6     Participant................................................ 1
          2.7     Plan....................................................... 1
          2.8     Savings Plan............................................... 1
          2.9     Plan Year.................................................. 1

ARTICLE 3
         PARTICIPATION....................................................... 1
          3.1     Eligibility and Participation.............................. 1
          3.2     End of Participation....................................... 2

ARTICLE 4
         SAVINGS DEPOSITS BY PARTICIPANTS; EMPLOYER CREDITS.................. 2
          4.1     Savings Deposits........................................... 2
          4.2     Employer Credits........................................... 3

ARTICLE 5
         PARTICIPANTS' ACCOUNTS.............................................. 3
          5.1     Participant Accounts....................................... 3
          5.2     Vesting.................................................... 4

ARTICLE 6
         DISTRIBUTIONS TO PARTICIPANT........................................ 4
          6.1     Distributions for Financial Hardship....................... 4
          6.1A    In-Service Distribution(s) at a Time Specified
                  by Participant............................................. 4
          6.2     Distribution Upon Participant's Retirement................. 5
          6.3     Distribution Upon Death of a Participant................... 5
          6.4     Distribution upon Participant's Other Termination
                  of Employment.............................................. 5
          6.5     Installment Distributions in Certain Cases................. 5

ARTICLE 7
         MISCELLANEOUS....................................................... 6
          7.1     Amendment or Termination of Plan........................... 6
          7.2     Benefits Not Currently Funded.............................. 6
          7.3     No Assignment.............................................. 7
          7.4     Responsibilities and Authority of Committee................ 7
          7.5     Limitation on Rights Created by Plan....................... 7
          7.6     Tax Withholding............................................ 7
          7.7     Text Controls.............................................. 7
          7.8     Applicable State Law....................................... 8




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                                    ARTICLE 1
                                  INTRODUCTION

1.1    PURPOSE AND EFFECTIVE DATE. The purpose of this plan is to provide
certain designated key executives of Biogen (or its subsidiaries) with
additional tax-deferred savings opportunities supplementing those available
under the Savings Plan. This plan allows participants whose compensation exceeds
the amount of compensation that may be taken into account by the Savings Plan
for any plan year (the Code Section 401(a)(17) limits) to make savings deposits
hereunder from such excess compensation with matching Biogen contributions on
the same basis as is provided in the Savings Plan, and allows participants to
make additional, unmatched savings deposits from base salary or bonus if elected
by a participant. The effective date of this plan is April 18, 1994.

                                   ARTICLE 2
                                  DEFINITIONS

       This section contains definitions of terms used in the plan. Where the
context so requires, the masculine includes the feminine, the singular includes
the plural, and the plural includes the singular.

2.1    BASE SALARY means the base salary established for any participant by his
employer as in effect from time to time; the entire amount of a participant's
base salary will be taken into account in accordance with the terms of this plan
without regard to any dollar limitation on applicable compensation that may be
imposed under the Savings Plan.

2.2    BIOGEN means Biogen, Inc., a Massachusetts corporation, or any successor
to all or the major portion of its assets or business which assumes the
obligations of Biogen, Inc. under this plan.

2.3    BOARD means the Board of Directors of Biogen.

2.4    BONUS means the amount of compensation paid to a participant in addition
to his base salary and designated as such participant's bonus by his employer;
the entire amount of any such bonus will be taken into account in accordance
with the terms of this plan without regard to any dollar limitation on
applicable compensation that may be imposed under the Savings Plan.

2.5    COMMITTEE means the Savings Plan Committee constituted under the Savings
Plan.

2.6    PARTICIPANT means an employee of Biogen (or a subsidiary or affiliate)
who is eligible to participate in this plan in accordance with Section 3.1
hereof and who has made a savings deposit hereunder.

2.7    PLAN means the Biogen, Inc. Voluntary Executive Supplemental Savings
Plan, as set forth in this plan instrument, and as it may be amended from time
to time.

2.8    SAVINGS PLAN means the Biogen Savings Plan, as amended from time to time.
Any term defined in the Savings Plan will have the same meaning when used in
this plan unless otherwise defined herein.

2.9    PLAN YEAR means the period commencing April 18, 1994 and ending December
31, 1994, and the 12-month periods commencing on January 1, 1995 and on each
subsequent January 1 while the plan remains in effect.

                                   ARTICLE 3
                                 PARTICIPATION

3.1    ELIGIBILITY AND PARTICIPATION. A person (a) who is an employee of Biogen
(or a subsidiary or affiliate) and (b) who is designated by the committee will
be eligible to be a participant in this plan. His eligibility will be effective
as of the date specified by the committee. An eligible employee will become a
participant hereunder when he makes a savings deposit to this plan.
Participation in this plan is voluntary and no eligible employee will be
required to participate. An individual will not be considered an employee for
purposes of this plan if the individual is classified as a consultant or
contractor under Biogen's (or a subsidiary's or affiliate's) regular personnel
classifications and practices, or he is a party to an agreement to provide
services to Biogen (or a subsidiary or affiliate) without participating in this
plan, notwithstanding that such individual may be treated as a common law
employee for payroll tax or other legal purposes.



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3.2    END OF PARTICIPATION. A participant's participation in this plan will end
upon the termination of his service as an employee of Biogen (or a subsidiary or
affiliate) because of death, retirement, or any other reason.

       In addition, a participant's participation will end upon the committee's
specifying that he is no longer eligible to participate. In such event, his
participation will end effective as of the later of the date of the committee's
action or the date specified by the committee; provided that no such action will
retroactively deprive a participant of any amount credited to his account or any
benefit he was entitled to under this plan calculated as of the effective date
of his termination of participation.

       Upon the termination of a participant's participation in this plan in
accordance with this section, the participant may make no further savings
deposits hereunder and there will be no additional employer matching credits to
such participant's account. However, the participant will be entitled to receive
any amounts in his accounts in accordance with this plan.

       Notwithstanding the preceding provisions of this section, if a
participant's service as an employee of Biogen (or a subsidiary or affiliate)
ends but he continues in the position of Chairman of the Board of Directors of
Biogen, his participation in this plan will continue and he will be eligible to
continue making savings deposits hereunder in accordance with the plan, and for
this purpose his regular remuneration as Chairman will be deemed to be his base
salary and any bonus he receives as Chairman will be deemed to be his bonus.
However, he will not be eligible to receive any matching employer credits under
Section 4.2 based upon such savings deposits. He will not be considered to have
retired or terminated employment for purposes of Section 6.2 or Section 6.4
until his termination of service as Chairman.

                                   ARTICLE 4
               SAVINGS DEPOSITS BY PARTICIPANTS; EMPLOYER CREDITS

4.1    SAVINGS DEPOSITS.

       (a)    SAVINGS DEPOSITS. Each eligible employee may make savings deposits
to the plan from his base salary in any whole percentage of his base salary from
a minimum of 1% to a maximum of 100% by agreeing to reduce his base salary by
such amount. In addition, each eligible employee may make savings deposits to
the plan from his bonus in any whole percentage of his bonus from a minimum of
1% to a maximum of 100% by agreeing to reduce his bonus by such amount.

       All amounts by which a participant reduces his base salary or his bonus
hereunder are referred to herein as the participant's SAVINGS DEPOSITS. The
amount by which a participant's savings deposits for a plan year hereunder do
not exceed 6% of his applicable compensation (as defined in the Savings Plan)
are referred to herein as his MATCHABLE SAVINGS DEPOSITS; provided, however,
that a participant's matchable savings deposits for any plan year hereunder will
not exceed the limit on elective deferrals for such year under Code Section
402(g)(1) and (4) reduced by his basic savings deposits for such year under the
Savings Plan.

       (b)    SIGN-UP PROCEDURE FOR SAVINGS DEPOSITS. An eligible employee who
wishes to reduce his base salary and/or bonus with respect to a particular plan
year in order to make savings deposits must complete an enrollment form
specifying the amount of his savings deposits (with separate percentages for his
base salary and bonus if desired), agreeing to reduce his base salary and/or
bonus by the amount(s) desired, and providing such other information as the
committee may require.

       A participant's initial enrollment form will also specify the time for
payment (or the commencement of installment payments) under Section 6.2 or
Section 6.4 and the form of payment (lump sum or installments in accordance with
Section 6.5(a) below) of his accounts hereunder. The time specified for payment
may be anytime the participant indicates, but not later than the later of the
participant's termination of employment or the participant's 55th birthday. In
addition, a participant's initial enrollment form may (but is not required to)
specify one or more in-service distributions to the participant in accordance
with Section 6.1A if desired by the participant.

       A participant's enrollment form electing savings deposits for any plan
year must be filed with the committee at least two weeks before the start of
such plan year. A participant may change the amount of his savings deposits (but
not the time for payment or the form of payment of his accounts except as
provided in subsections (c) and (d) below) with respect to any subsequent plan
year by filing a new enrollment form at least two weeks before the start of such
subsequent plan year, and the change will become effective as of the first day
of such subsequent



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plan year. Once a participant has elected to defer base salary and/or bonus, his
enrollment form will remain in effect for future plan years unless the
participant changes or terminates his prior elections by filing a new enrollment
form in accordance with the preceding sentence.

         After a plan year has begun, a participant may not change the amount of
savings deposits (if any) he had elected for such plan year. However, if a
participant has an unforeseeable financial hardship (as defined in Section 6.1)
during a year, the participant may cancel his savings deposits election for the
balance of that year.

       (c)    SPECIAL ONE-TIME ELECTION. Notwithstanding any other provisions of
this plan, each participant who has an account hereunder as of December 1, 2001
may make a special one-time election to change the time for payment (or the
commencement of installment payments) of his account balance to an earlier date
specified by him or to elect one or more in-service distributions in accordance
with Section 6.1A if desired. Such special election must be made before June 30,
2002.

         If any participant makes the election provided for in the preceding
paragraph, the amount specified by the participant for accelerated payment or
in-service distribution under Section6.1A shall be reduced by ten percent.

       (d)    Notwithstanding subsection (b) above, at anytime prior to the date
for payment originally elected by the participant, if the participant is still
an employee of Biogen (or a subsidiary or affiliate) at such time, the
participant may elect to defer the time when his account(s) would otherwise be
payable (or installment payments would otherwise begin) to a subsequent date
specified by him (not later than the latest time permitted under subsection (b))
or may elect installments (or a greater number of installments). If such
election becomes effective as provided below, then the participant's account(s)
will be payable at the time specified in his subsequent election. The
participant's election under this subsection (d) will become effective if any of
the following criteria is satisfied: (i) the participant remains an employee of
Biogen (or a subsidiary or affiliate) for at least one year after making such
election, (ii) the participant's service as an employee of Biogen (or a
subsidiary or affiliate) ends due to disability (which means the participant's
inability to perform the material duties of his position because of a physical
or mental illness or condition), or (iii) the participant's employment as an
employee of Biogen (or a subsidiary or affiliate) is involuntarily terminated
without cause.

       A participant may make only one election under this subsection (d) to
further defer payment.

4.2      EMPLOYER CREDITS.

       (a)    AMOUNT OF MATCHING EMPLOYER CREDITS. For each calendar quarter (or
a shorter period of time specified by the committee) during a plan year, each
employer will credit a matching contribution amount to the account of each
participant employed by such employer who makes matchable savings deposits
during such calendar quarter (or such shorter period of time). The employer's
matching contribution credits will be equal to 25% of the participant's
matchable savings deposits during the calendar quarter (or such shorter period
of time).

       (b)    TIME FOR MAKING EMPLOYER MATCHING CREDITS. The employer's matching
amounts under subsection (a) will be credited to participants' accounts as soon
as practicable after each calendar quarter (or such shorter period of time
specified by the committee).

                                   ARTICLE 5
                             PARTICIPANTS' ACCOUNTS

5.1    PARTICIPANT ACCOUNTS.

       (a)    SAVINGS DEPOSITS ACCOUNTS. Savings deposits by a participant from
his base salary or bonus hereunder will be credited to an account in the name of
such participant. Such account will be called his savings deposits account.

       (b)    EMPLOYER MATCHING CREDITS ACCOUNTS. Employer credits on a
participant's behalf under Section 2(a) will be credited to an account in the
name of such participant. Such account will be called his employer matching
credits account.

       (c)    PARTICIPANT'S ACCOUNT VALUE. A participant's accounts will be
credited with deemed investment results as if participant savings deposits and
employer matching credits on a participant's behalf were invested in one



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or more designated investment funds and all dividends and distributions on
shares of a particular investment fund were reinvested in shares of such fund.
The investment funds available for this purpose will be those from time to time
available as investment options for participants' accounts under the Savings
Plan (other than the Biogen stock fund).

       Each participant will indicate with his initial enrollment form the
investment fund or funds (and the proportion in each fund when the participant
designates more than one) he wishes to designate for this purpose. Thereafter, a
participant may change his designation either with respect to the deemed
investment of future savings deposits and matching credits or the deemed
transfer of amounts from a previously designated investment fund to another
fund. The committee shall establish the frequency by which such a change may be
made, the method of making such a change, and the effective date of such a
change and shall prescribe such other rules and procedures as it deems
appropriate. Such designation will remain in effect until subsequently changed
by the participant in accordance with this paragraph.

       Deemed investment results under this subsection will be credited to a
participant's accounts effective as of the last day in each calendar quarter (or
such shorter time specified by the committee).

       The value of a participant's accounts at any point in time will be his
savings deposits and employer matching credits on his behalf, increased or
decreased by deemed investment results as provided in this subsection (c)
through the most recent calendar quarter (or such shorter time specified by the
committee), and reduced by any distributions from the participant's accounts.

       (d)    BOOKKEEPING ACCOUNTS. Participants' accounts and subaccounts
(including savings deposits accounts and employer matching credits accounts)
will be maintained on the books of the participant's employer for bookkeeping
purposes only; such accounts will not represent any interest in any trust or in
any segregated asset.

       In order to facilitate the administration of the plan, the committee may
arrange for a participant's savings deposits account and/or employer matching
credits account to be divided for record keeping purposes into two or more
subaccounts, in accordance with procedures established by the committee.

5.2    VESTING.

       (a)    SAVINGS DEPOSITS ACCOUNT. A participant will have a fully vested
              interest in his savings deposits account at all times.

       (b)    EMPLOYER MATCHING CREDITS ACCOUNT. A participant will have a fully
vested interest in his employer matching credits account at all times.

                                   ARTICLE 6
                          DISTRIBUTIONS TO PARTICIPANT

6.1    DISTRIBUTIONS FOR FINANCIAL HARDSHIP. If a participant has a serious
financial hardship, he may apply to the committee for a distribution from the
plan prior to his retirement, other termination of service with his employer or
other designated time for payment. If such application for a hardship
distribution is approved by the committee, the distribution will be made as soon
as practicable after the later of the date specified in the participant's
application or the date of approval by the committee. The amount of the
distribution will be the amount needed to alleviate the participant's financial
hardship, as determined by the committee, up to a maximum of the participant's
account balances. Such a distribution will be made from the participant's
accounts in a single lump-sum payment. If such a participant's account has two
or more subaccounts, the committee will determine which subaccounts will be
debited to reflect the financial hardship distribution.

       Financial hardship will be limited to the following: bankruptcy or
impending bankruptcy, unexpected and unreimbursed major expenses resulting from
illness to person or accident to person or property, and to other types of
unforeseeable and unreimbursed expenses of a major nature that normally would
not be budgetable. Financial hardship shall not include foreseeable expenses
such as down payments on a home or purchase of an auto or college or other
educational expenses.

6.1A   IN-SERVICE DISTRIBUTION(S) AT A TIME SPECIFIED BY PARTICIPANT. If, in his
initial enrollment form (or, if applicable, his one-time election under Section
4.1(c) or (d)), a participant designated payment of his account(s) (or



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a specified portion thereof) at a specified time(s) and he is still an employee
of Biogen (or a subsidiary or affiliate) at such time(s), the participant will
receive payment of the amount to be distributed in accordance with such
election, payable on or as soon as practicable after the designated date(s). A
participant's election for in-service distributions under this Section 6.1A may
be for a single payment or up to five annual payments, in each case in an amount
or portion specified by the participant in his enrollment or other election
form. Each payment will be the amount specified (or the entire balance remaining
in the participant's accounts, if less).

         Any amount in a participant's accounts hereunder not distributed to the
participant under this Section 6.1A will be distributed under Section 6.2, 6.3
or 6.4, whichever may be applicable, and Section 6.5, if applicable. If a
participant is receiving multiple payments under this Section 6.1A and retires,
dies or otherwise terminates employment, payments under this subsection will
cease and subsequent payments will be governed by Section 6.2, 6.3 or 6.4, as
the case may be.

6.2    DISTRIBUTION UPON PARTICIPANT'S RETIREMENT. Following the later of a
participant's retirement from his employer or the date specified by the
participant in his payment election (but not later than his 55th birthday), the
participant will receive a single sum payment equal to his account balance,
payable on a date determined by the committee, but not later than one year after
the specified date (or after the committee's receipt of satisfactory evidence of
the occurrence of his retirement).

6.3    DISTRIBUTION UPON DEATH OF A PARTICIPANT.

       (a)    IN GENERAL. If a participant dies while still an employee of
Biogen (or a subsidiary or affiliate) or after termination of such employment,
but before the complete distribution of his accounts hereunder, his beneficiary
will receive the total amount remaining in his accounts. Distribution will be
made in a single sum payment on a date determined by the committee, but not
later than one year after the committee receives such evidence of the
participant's death and of the right of any beneficiary to receive payment as it
deems necessary.

       (b)    BENEFICIARY. The beneficiary to receive the payment described in
subsection (a) above will be the same person or persons who are to receive
benefits payable upon the participant's death under the Savings Plan. If more
than one person is a beneficiary, death benefits hereunder will be paid to them
in the same proportions as under the Savings Plan. In the event that a
participant does not participate in the Savings Plan, the participant may
designate one or more beneficiaries to receive a distribution payable under
subsection (a) above and may revoke or change such a designation at any time. If
the participant names two or more beneficiaries, distribution to them will be in
such proportions as the participant designates or, if the participant does not
so designate, in equal shares. Any designation of beneficiary will be in writing
on such form as the committee may prescribe or deem acceptable, and will be
effective upon filing with the committee.

6.4    DISTRIBUTION UPON PARTICIPANT'S OTHER TERMINATION OF EMPLOYMENT.
Following the later of a participant's termination of employment for any reason
other than retirement or death or the date specified by the participant in his
payment election (but not later than his 55th birthday), the participant will
receive a single sum payment equal to his account balance, payable on a date
determined by the committee but not later than one year after the specified date
(or after the committee's receipt of satisfactory evidence of the termination of
the participant's employment).

6.5    INSTALLMENT DISTRIBUTIONS IN CERTAIN CASES.

       (a)    PARTICIPANT. Notwithstanding the provisions of Sections 6.2 and
6.4, a participant may, at the time of filing his initial enrollment form under
Section 4.1 (or, if applicable, in a subsequent election under Section 4.1(c) or
(d)), designate that the amount payable to him hereunder will be paid in a
number (minimum of two and maximum of ten) of annual installment payments, as
specified by the participant.

       (b)    BENEFICIARY. Notwithstanding Section 6.3, a participant may
designate that, if the participant dies before receiving the entire amount
payable to him hereunder, the beneficiary will receive either:

              (i)    A number of annual installment payments equal to:




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                     (A)    the number the participant elected for himself under
                            subsection (a) above (if the participant dies before
                            receiving any installment payments), or

                     (B)    the number of remaining installment payments due to
                            the participant under subsection (a) above (if the
                            participant dies after receiving one or more
                            installment payments); or

              (ii)   a single payment.

       Payment to the beneficiary will be made or begin as provided in Section
6.3(a).

       If the participant fails to designate the form of payment to the
beneficiary, the default form will be installments under (i) above. If
installment payments are payable to the beneficiary, with the consent of the
committee, a participant may subsequently change the form of payment to his
beneficiary (but not the form of payment to himself under Section 6.2 or 6.4) to
a single payment by filing a written instrument so specifying with the
committee.

       (c)    INSTALLMENT PAYMENTS. Where installment payments are due, the
first annual installment payment will be paid out on the date specified in
Section 6.2, 6.3 or 6.4 (whichever is applicable) and subsequent annual
installments will be paid approximately on succeeding anniversaries of the first
payment date. The amount of each annual installment payment will be determined
by multiplying the total amount to be paid by a fraction whose numerator is one
and whose denominator is the number of remaining annual installment payments.

       (d)    DEATH OF BENEFICIARY. If a participant's designated beneficiary is
receiving installment payments and dies before receiving payment of all the
annual installments, the designated beneficiary's estate will receive a lump-sum
payment of the amount remaining to be distributed to such deceased beneficiary.
Such payment will be made as soon as practicable after the committee's receipt
of satisfactory evidence of the death of the designated beneficiary.

                                   ARTICLE 7
                                  MISCELLANEOUS

7.1    AMENDMENT OR TERMINATION OF PLAN. Biogen, by action of the Board (or such
committee thereof or officer or officers of Biogen to whom the Board has
delegated this authority), at any time and from time to time, may amend or
modify any or all of the provisions of this plan or may terminate this plan
without the consent of any participant (or beneficiary or other person claiming
through a participant). No termination or amendment of the plan may reduce the
amounts credited to the accounts of any participant under the plan (including a
participant whose employment with the employer was terminated before such
termination or amendment). However, Biogen may change the deemed investment
options under Section 5.1(c), and Biogen may upon termination of this plan pay
participants' account balances to the participants regardless of the times
elected for payment (or the start of installment payments) elected by the
participants and may pay such amounts in single sum payments regardless of
whether participants have elected installment distributions under Section 6.5.

7.2    BENEFITS NOT CURRENTLY FUNDED.

       (a)    Nothing in this plan will be construed to create a trust or to
obligate Biogen to segregate a fund, purchase an insurance contract or other
investment, or in any other way currently to fund the future payment of any
benefits hereunder, nor will anything herein be construed to give any
participant or any other person rights to any specific assets of Biogen or any
other entity. However, in order to make provision for its obligations hereunder,
Biogen may in its discretion purchase an insurance contract or other investment;
any such contract or investment will be a general asset belonging to Biogen, and
no participant or beneficiary will have any rights to any such asset. The rights
of a participant or beneficiary hereunder will be solely those of a general,
unsecured creditor of his employer.

       (b)    Notwithstanding subsection (a) above, Biogen in its sole
discretion may establish a grantor trust of which it is treated as the owner
under Code Section 671 to provide for the payment of benefits hereunder, subject
to



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such terms and conditions as Biogen may deem necessary or advisable to ensure
that benefits are not includable, by reason of the trust, in the taxable income
of trust beneficiaries before actual distribution and that the existence of the
trust does not cause the plan or any other arrangement to be considered funded
for purposes of Title I of ERISA.

7.3    NO ASSIGNMENT. No participant or beneficiary will have any power or right
to transfer, assign, anticipate or otherwise encumber any benefit or amount
payable under this plan, nor shall any such benefit or amount payable be subject
to seizure or attachment by any creditor of a participant or a beneficiary, or
to any other legal, equitable or other process, or be liable for, or subject to,
the debts, liabilities or other obligations of a participant or beneficiary
except as otherwise required by law.

7.4    RESPONSIBILITIES AND AUTHORITY OF COMMITTEE. The committee will control
and manage the operation and administration of the plan except to the extent
that such responsibilities are specifically assigned hereunder to Biogen or the
Board.

       The committee will have all powers and authority necessary or appropriate
to carry out its responsibilities for the operation and administration of the
plan. It will have discretionary authority to interpret and apply all plan
provisions and may correct any defect, supply any omission or reconcile any
inconsistency or ambiguity in such manner as it deems advisable. It will make
all final determinations concerning eligibility, benefits and rights hereunder,
and all other matters concerning plan administration and interpretation. All
determinations and actions of the committee will be conclusive and binding upon
all persons, except as otherwise provided herein or by law, and except that the
committee may revoke or modify a determination or action previously made in
error. It is intended that any action or inaction by the committee will be given
the maximum possible deference by any reviewing body (whether a court or other
reviewing body), and will be reversed by such reviewing court or other body only
if found to be arbitrary and capricious.

       Biogen will be the "plan administrator" and the "named fiduciary" for
purposes of the Employee Retirement Income Security Act of 1974, as amended.

7.5    LIMITATION ON RIGHTS CREATED BY PLAN. Nothing appearing in the plan will
be construed (a) to give any person any benefit, right or interest except as
expressly provided herein, or (b) to create a contract of employment or to give
any employee the right to continue as an employee or to affect or modify his
terms of employment in any way.

7.6    TAX WITHHOLDING. Any payment hereunder to a participant or beneficiary
will be subject to withholding of income and other taxes to the extent required
by law.

7.7    TEXT CONTROLS. Headings and titles are for convenience only, and the text
will control in all matters.

7.8    APPLICABLE STATE LAW. To the extent that state law applies, the
provisions of the plan will be construed, enforced and administered according to
the laws of the Commonwealth of Massachusetts.




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