exv10w1






Exhibit 10.1




Indemnification Agreement




     This Agreement, made and entered into this            day of                     , 200      (“Agreement”), by
and among Biogen Idec Inc., a Delaware corporation (the “Company”), and                                         
(“Indemnitee”):



     WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself to
indemnify, and to advance expenses on behalf of, its directors to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free from undue concern
that they will not be so indemnified; and



     WHEREAS, Indemnitee is willing to serve as a director of the Company on the condition that
Indemnitee be so indemnified;



     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:




	1.	 	Services by Indemnitee. Indemnitee agrees to serve or to continue to serve, as the
case may be, as a director of the Company. Indemnitee may at any time and for any reason
resign from such position (subject to any contractual obligation under any other agreement or
any obligation imposed by operation of law).
	 
	2.	 	Indemnification — General. The Company shall indemnify and advance Expenses (as
hereinafter defined) to Indemnitee to the fullest extent permitted by applicable law in effect
on the date hereof and as amended from time to time subject to the terms and conditions of
this Agreement. For the avoidance of doubt, the indemnification obligations of the Company
under this Agreement shall apply to (i) claims for monetary damages against Indemnitee in
respect of an alleged breach of fiduciary duties, to the fullest extent permitted under
Section 145 of the Delaware General Corporation Law as in existence on the date hereof and as
amended from time to time and (ii) Indemnitee’s participation, by reason of Indemnitee’s
Corporate Status, as a witness or other participant in any Proceeding to which Indemnitee is
not a party. The indemnification obligations of the Company in this Agreement shall continue
after such time as Indemnitee ceases to be a director of the Company, subject to the terms and
conditions of this Agreement.
	 
	3.	 	Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee
shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of
Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be
made, a party to or a participant in any Proceeding (as hereinafter defined), other than a
Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be
indemnified with respect to, and held harmless from and against, all Expenses, judgments,
penalties, fines and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments,
penalties, fines and amounts paid in settlement) reasonably incurred by Indemnitee or on
behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or
not opposed to, the best interests of the Company and, with respect to any criminal
Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.




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	4.	 	Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the
rights of indemnification provided in this Section 4 if, by reason of Indemnitee’s Corporate
Status, Indemnitee is, or is threatened to be made, a party to or a participant in any
Proceeding brought by or in the right of the Company to procure a judgment in its favor.
Pursuant to this Section 4, Indemnitee shall be indemnified with respect to, and held harmless
from and against, all Expenses (including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses) reasonably incurred by Indemnitee
or on behalf of Indemnitee in connection with such Proceeding if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Company; provided, however, that indemnification against such
Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged to be liable to the Company if, and only to the extent
that, the Court of Chancery of the State of Delaware, or the court in which such Proceeding
shall have been brought or is pending, shall determine that such indemnification may be made.
	 
	5.	 	Mandatory Indemnification. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or a
participant in) and is successful, on the merits or otherwise, in defense of any Proceeding,
Indemnitee shall be indemnified with respect to, and held harmless from and against, all
Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith.
If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses reasonably incurred by
Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim,
issue or matter. For purposes of this Section 5 and without limitation, the termination of
any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, on
substantive or procedural grounds, shall be deemed to be a successful result as to such claim,
issue or matter.
	 
	6.	 	Partial Indemnification. If Indemnitee is entitled under any provision of this
agreement to indemnification by the Company for some or a portion of the Expenses, judgments,
penalties, fines and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments,
penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of
Indemnitee in connection with such Proceeding or any claim, issue or matter therein, but not,
however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for
that portion thereof to which Indemnitee is entitled.
	 
	7.	 	Advancement of Expenses. The Company shall advance all Expenses reasonably incurred
by or on behalf of Indemnitee in connection with any Proceeding within twenty (20) business
days after the receipt by the Company of a written statement or statements from Indemnitee
requesting such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an
undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall
ultimately be determined that Indemnitee is not entitled to be indemnified against such
Expenses. Such advances (i) shall be unsecured and interest free, (ii) shall be made without
regard to Indemnitee’s ability to repay the advances, (iii) shall continue until such time (if
any) as there is a final judicial determination that Indemnitee is not entitled to
indemnification and (iv) shall in all cases be subject to the terms and conditions of this
Agreement. In the event that it is ultimately determined that Indemnitee is not entitled to
be indemnified for any Expenses advanced to Indemnitee, then the Company shall be entitled to
be reimbursed, within one hundred and eighty (180) days of such determination, by Indemnitee
(who hereby agrees to reimburse the Company) for all such amounts theretofore paid.




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	8.	 	Procedure for Determination of Entitlement to Indemnification.






	 	a.	 	To obtain indemnification under this Agreement, Indemnitee shall submit to the
Company a written request for indemnification at such time as determined by Indemnitee
in Indemnitee’s sole discretion; provided, however, that the failure of
Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to the Indemnitee under this Agreement or otherwise except to the
extent that any delay in such notification actually and materially prejudices the
Company. Upon such written request for indemnification, Indemnitee’s entitlement to
indemnification shall be determined by the procedures set forth in Sections 8(b)
through 8(e) and Section 9 hereof.
	 
	 	b.	 	Promptly upon receipt of such a request for indemnification, the Secretary of
the Company shall advise the Board in writing that Indemnitee has requested
indemnification. Upon written request by Indemnitee for indemnification, a
determination with respect to Indemnitee’s entitlement to indemnification shall, if
required by applicable law, be made in the specific case as follows: (i) if requested
by Indemnitee, by Independent Counsel, or (ii) if no request is made by Indemnitee for
a determination by Independent Counsel, (A) by the Board by a majority vote of the
Disinterested Directors, even though less than a quorum, or (B) by a committee of
Disinterested Directors designated by a majority vote of the Disinterested Directors,
even though less than a quorum, or (C) if there are no Disinterested Directors or the
Disinterested Directors so direct, by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee, or (D) if a quorum of
Disinterested Directors so directs, by the stockholders of the Company. If it is so
determined that Indemnitee is entitled to indemnification, the Company shall pay
Indemnitee within twenty (20) business days after such determination any then known
amounts with respect to which it has been so determined that Indemnitee is entitled to
indemnification hereunder and will pay any other amounts thereafter incurred for which
Indemnitee is entitled to indemnification within twenty (20) business days of the
Company’s receipt of reasonably detailed invoices for such amounts.
	 
	 	c.	 	The Company and Indemnitee shall each cooperate with the person, persons or
entity making the determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or protected
by the work-product doctrine or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such determination. Any
costs or Expenses (including attorneys’ fees and disbursements) reasonably incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification), and the Company hereby agrees to
indemnify and hold Indemnitee harmless therefrom.
	 
	 	d.	 	In the event the determination of entitlement to indemnification is to be made
by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall
be selected as provided in this Section 8(d). If a Change of Control shall not have
occurred within two years prior to the date of the commencement of the Proceeding for
which indemnification is claimed, the Independent Counsel shall be selected by the
Board of Directors, and the Company shall give written notice to Indemnitee advising
him of the identity of the Independent Counsel so selected. If a Change of Control
shall have so occurred, the Independent Counsel shall be selected by Indemnitee (unless
Indemnitee shall




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	 	 	 	request that such selection be made by the Board of Directors, in which event the
preceding sentence shall apply), and Indemnitee shall give written notice to the
Company advising it of the identity of the Independent Counsel so selected. In
either event, Indemnitee or the Company, as the case may be, may, within ten (10)
days after such written notice of selection shall have been given, deliver to the
Company or to Indemnitee, as the case may be, a written objection to such selection;
provided, however, that such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the requirements of
“Independent Counsel” as defined in Section 16 of this Agreement, and the objection
shall set forth with particularity the factual basis of such assertion. If such
written objection is so made and substantiated, the Independent Counsel so selected
may not serve as Independent Counsel unless and until such objection is withdrawn or
a court has determined that such objection is without merit.






	 	e.	 	If, within thirty (30) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have
been selected and not objected to, either the Company or Indemnitee may petition the
Court of Chancery of the State of Delaware for resolution of any objection which shall
have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel or for the appointment as Independent Counsel of a person selected by the Court
or by such other person as the Court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as Independent
Counsel under Section 8(b) hereof. The Company shall pay any and all fees and expenses
of Independent Counsel reasonably incurred in connection with acting pursuant to
Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 8, regardless of the manner in which such
Independent Counsel was selected or appointed. Upon the due commencement of any
judicial proceeding pursuant to Section 11(a)(iii) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct then prevailing).






	9.	 	Presumptions and Effect of Certain Proceedings.






	 	a.	 	In making a determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 8(a) of this
Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any determination
contrary to that presumption. Neither the failure of the Company (including its board
of directors, independent legal counsel or stockholders) to have made a determination
prior to the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable standard of
conduct, nor the fact that the Company (including its board of directors, independent
legal counsel or stockholders) has determined that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard of conduct. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of the
Company, and, with




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	 	 	 	respect to any criminal action or proceeding, had reasonable cause to believe that
Indemnitee’s conduct was unlawful.






	 	b.	 	If the person, persons or entity empowered or selected under Section 8 of this
Agreement to determine whether Indemnitee is entitled to indemnification shall not have
made a determination within ninety (90) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be entitled to such indemnification,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement(s) not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.
	 
	 	c.	 	For purposes of any determination of good faith, Indemnitee shall be deemed to
have acted in good faith if Indemnitee’s action is based on the records or books of
account of the Company or relevant enterprise, including financial statements, or on
information supplied to Indemnitee by the officers, employees, or committees of the
board of directors of the Company or relevant enterprise in the course of their duties,
or on the advice of legal counsel for the Company or relevant enterprise or on
information or records given in reports made to the Company or relevant enterprise by
an independent certified public accountant or by an appraiser or other expert selected
with reasonable care by the Company or relevant enterprise. The provisions of this
Section 9(c) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which Indemnitee may be deemed to have met the applicable standard of
conduct set forth in this Agreement.
	 
	 	d.	 	The knowledge or actions, or failure to act, of any other director, officer,
agent or employee of the Company or relevant enterprises shall not be imputed to
Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights
hereunder.






	10.	 	Additional Procedures






	 	a.	 	Indemnitee agrees promptly to notify the Company in writing upon being served
with any summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify
the Company shall not relieve the Company of any obligation which it may have to
Indemnitee under this Agreement or otherwise.
	 
	 	b.	 	So long as there shall not have occurred a Change in Control, the Company, in
its sole discretion, will be entitled to participate in any Proceeding at its own
expense and, except as provided below, to assume the defense of, and to settle, such
Proceeding. After notice from the Company to Indemnitee of its election so to assume
the defense thereof, the Company will not be liable to Indemnitee under this Agreement
for any legal or other Expenses subsequently incurred by Indemnitee in connection with
the defense thereof other than reasonable costs of investigation or as otherwise
provided below. Indemnitee shall have the right to employ its counsel in such
Proceeding but the fees and Expenses of such counsel incurred after notice from the
Company of its assumption of the defense thereof shall be at the expense of Indemnitee
unless (i) the employment of counsel by Indemnitee has been authorized by the Company,
(ii) Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of the defense of such
Proceeding or (iii) the Company shall not in fact have employed counsel to assume




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	 	 	 	the defense of such Proceeding, in each of which cases the fees and Expenses of
counsel shall be at the expense of the Company. The Company shall not be entitled to
assume the defense of any Proceeding brought by or on behalf of the Company or as to
which Director shall have made the conclusion provided for in clause (ii) of the
immediately preceding sentence.






	 	c.	 	Indemnitee shall not compromise or settle any claim or Proceeding, release any
claim, or make any admission of fact, law, liability or damages with respect to any
losses for which indemnification is sought hereunder without the prior written consent
of the Company, which consent shall not be unreasonably withheld (subject to the terms
and conditions of this Agreement, including any determination required by Section 8 of
this Agreement or by applicable law). The Company shall not be liable for any amount
paid by Indemnitee in settlement of any Proceeding or any claim therein, unless the
Company has consented to such settlement or unreasonably withholds consent to such
settlement.






	11.	 	Remedies of Indemnitee.






	 	a.	 	In the event that (i) a determination is made pursuant to Section 8 of this
Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii)
advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, or
(iii) payment of indemnification is not made within twenty (20) business days after a
determination has been made that Indemnitee is entitled to indemnification, Indemnitee
shall be entitled to an adjudication by the Court of Chancery of the State of Delaware,
or any other court of competent jurisdiction, of his entitlement to such
indemnification or advancement of Expenses.
	 
	 	b.	 	In the event that a determination shall have been made pursuant to Section 8(b)
of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 11 shall be conducted in all respects as
a de novo trial on the merits and Indemnitee shall not be prejudiced by reason
of that adverse determination. If a Change of Control shall have occurred, in any
judicial proceeding commenced pursuant to this Section 11, the Company shall have the
burden of proving that Indemnitee is not entitled to indemnification.
	 
	 	c.	 	If a determination shall have been made pursuant to Section 8(b) of this
Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding commenced pursuant to this Section 11,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially misleading in
connection with the request for indemnification or (ii) a prohibition of such
indemnification under applicable law.
	 
	 	d.	 	In the event that Indemnitee, pursuant to this Section 11, seeks a judicial
adjudication of Indemnitee’s rights under, or to recover damages for breach of, this
Agreement, Indemnitee shall be entitled to recover from the Company, and shall be
indemnified by the Company for and held harmless from and against, any and all Expenses
reasonably incurred by him in such judicial adjudication to the extent that Indemnitee
is determined in said judicial adjudication to be entitled to indemnification or
advancement of Expenses under this Agreement. Therefore, if it shall be determined in
said judicial adjudication that Indemnitee is entitled to receive part but not all of
the indemnification or advancement of Expenses




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	 	 	 	sought, the Expenses reasonably incurred by Indemnitee in connection with such
judicial adjudication shall be appropriately prorated.






	12.	 	Non-Exclusivity; Survival of Rights; Insurance; Subrogation.






	 	a.	 	The rights of indemnification and to receive advancement of Expenses as
provided by this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Company’s Certificate
of Incorporation, the Company’s By-Laws, any agreement, vote of stockholders or
resolution of directors of the Company, or otherwise. Indemnitee’s rights under this
Agreement are present contractual rights that shall fully vest upon Indemnitee’s first
service as a Covered Person. To the extent that a change in the General Corporation
Law of the State of Delaware, whether by statute or judicial decision, permits greater
indemnification or advancement of Expenses than would be afforded currently under the
Company’s Certificate of Incorporation or By-Laws and this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change. No right or remedy herein conferred is intended
to be exclusive of any other right or remedy, and every other right and remedy shall be
cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other right or remedy.
	 
	 	b.	 	In the event of any payment by the Company under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, and Indemnitee hereby agrees, as a condition to obtaining any advancement
or indemnification from the Company, to assign all of Indemnitee’s rights to obtain
from the any other person or entity any such amounts to the extent that they have been
paid to or for the benefit of Indemnitee as advancement or indemnification under this
Agreement and are adequate to indemnify Indemnitee with respect to the costs, Expenses
or other items to the full extent that Indemnitee is entitled to indemnification or
other payment hereunder; and Indemnitee shall (upon request by the Company) execute all
papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit or
enforce such rights.
	 
	 	c.	 	The Company shall not be liable under this Agreement to pay or advance to
Indemnitee any amounts otherwise indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.
	 
	 	d.	 	The Company’s obligation to indemnify or advance Expenses hereunder to
Indemnitee in respect of or relating to Indemnitee’s service at the request of the
Company as a director, officer, employee, fiduciary, representative, partner or agent
of any other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise shall be reduced by any amount Indemnitee has actually received as
payment of indemnification or advancement of Expenses from such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.




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	13.	 	Employment Rights; Successors; Third Party Beneficiaries.






	 	a.	 	This Agreement shall not be deemed an employment contract between the Company
and Indemnitee. Indemnitee specifically acknowledges that with respect to Indemnitee’s
service as a director, Indemnitee may be removed as a director at any time in any
manner permitted by the Company’s Certificate of Incorporation and By-laws and the
General Corporation Law of the State of Delaware. The foregoing notwithstanding, this
Agreement shall continue in force as provided above after Indemnitee has ceased to
serve as a director of the Company.
	 
	 	b.	 	The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or substantially
all of the business or assets of the Company expressly to assume and agree to perform
this Agreement in the same manner and to the same extent the Company would have been
required to perform in the absence of any succession. This Agreement shall be binding
upon the Company and its successors and assigns and shall inure to the benefit of
Indemnitee and Indemnitee’s heirs, executors and administrators.






	14.	 	Severability. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including without limitation,
each portion of any Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; (b) such provision or provisions shall be
deemed reformed to the extent necessary to conform to applicable law and to give the maximum
effect to the intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any Section of
this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested thereby.
	 
	15.	 	Exceptions to Right of Indemnification or Advancement of Expenses.






	 	a.	 	Except as provided in Section 11(d) of this Agreement, Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement with
respect to any Proceeding brought by Indemnitee, or any claim therein, unless the
bringing of such Proceeding or making of such claim shall have been approved by the
Board of Directors of the Company.
	 
	 	b.	 	If Indemnitee is a participant in a Proceeding with any other person(s) for
whom the Company is required to indemnify or advance Expenses with respect to such
Proceeding, the Company shall not be required to indemnify against or advance Expenses
for more than one law firm to represent collectively Indemnitee and such other
person(s) in respect of the same matter unless the representation of Indemnitee and
such other person(s) gives rise to an actual or potential conflict of interest.




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	16.	 	Definitions. For purposes of this Agreement:






	 	a.	 	“Board of Directors” refers to the board of directors of the Company.
	 
	 	b.	 	“Change in Control” means:






	 	i.	 	The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder (collectively, the “1934
Act”) (a “Person”)), directly or indirectly, of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of either
(i) the then outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this part (1), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the Company or any
acquisition from other stockholders where (A) such acquisition was approved in
advance by the Board of Directors and (B) such acquisition would not constitute
a Change of Control under part (2) or part (4) of this definition, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (iv) any acquisition by any corporation pursuant
to a transaction that complies with clauses (i), (ii) and (iii) of part (4) of
this definition; or
	 
	 	ii.	 	The acquisition by any Person, directly or indirectly, of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of 50% or more of either (i) the Outstanding Company Common Stock or
(ii) the Outstanding Company Voting Securities; or
	 
	 	iii.	 	Individuals who, as of the date hereof, constitute the Board of
Directors (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the stockholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board (or such committee thereof
that shall then have the authority to nominate persons for election as
directors) shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies of consents by or on behalf of a
Person other than the Board of Directors; or
	 
	 	iv.	 	Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the Company (a
“Business Combination”), in each case, unless, immediately following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of,




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	 	 	 	respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation that as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (ii) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination, and (iii) at least
a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the action of
the Board of Directors, providing for such Business Combination; or






	 	v.	 	Approval by the stockholders of a complete liquidation or
dissolution of the Company.






	 	c.	 	“Corporate Status” describes the status of a person in his or her capacity as a
Covered Person, provided, however, that “Corporate Status” shall not include any act or
omission by such person during any time when such person was not a “Covered Person”.
	 
	 	d.	 	“Covered Person” means a director of the Company (including, without
limitation, one who serves at the request of the Company as a director, officer,
employee, fiduciary, representative, partner or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise).
	 
	 	e.	 	“Disinterested Director” means a director of the Company who is not and was not
a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
	 
	 	f.	 	“Expenses” shall include all reasonable attorneys’ fees, retainers, court
costs, transcript costs, fees and costs of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, and all other disbursements or expenses of the types customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating in, a
Proceeding, including, but not limited to, the premium for appeal bonds, attachment
bonds or similar bonds.
	 
	 	g.	 	“Independent Counsel” means a law firm, a member of a law firm or an
independent practitioner that is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to represent: (i) the
Company or Indemnitee in any matter material to any such party, or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional




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	 	 	 	conduct then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement.






	 	h.	 	“Proceeding” includes any actual, threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened, pending or completed
proceeding, whether brought by or in the right of the Company or otherwise and whether
civil, criminal, administrative or investigative in nature, in which Indemnitee was,
is, may be or will be involved as a party, witness or otherwise, by reason of
Indemnitee’s Corporate Status, or by reason of any action taken by him or of any
inaction on Indemnitee’s part while serving as a director of the Company, in each case
whether or not Indemnitee is acting or serving in any such capacity at the time any
liability or expense is incurred for which indemnification or advancement of Expenses
can be provided under this Agreement; except one initiated by an Indemnitee pursuant to
Section 11(d) of this Agreement to enforce Indemnitee’s rights under this Agreement.






	17.	 	Construction. Whenever required by the context, as used in this Agreement the
singular number shall include the plural, the plural shall include the singular, and all words
herein in any gender shall be deemed to include (as appropriate) the masculine, feminine and
neuter genders.
	 
	18.	 	Reliance; Integration.






	 	a.	 	The Company expressly confirms and agrees that it has entered into this
Agreement and assumed the obligations imposed on it hereby in order to induce
Indemnitee to serve or to continue to serve, as the case may be, as a director of the
Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in
serving as a director of the Company.
	 
	 	b.	 	This Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with respect to
the subject matter hereof.






	19.	 	Modification and Waiver. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both of the parties hereto. No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.
	 
	20.	 	Notice Mechanics. All notices, requests, demands or other communications hereunder
shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and
receipted for by the party to whom said notice or other communication shall have been directed
or (ii) mailed by certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:






	 	a.	 	If to Indemnitee to:




                                        



                                        



                                        




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	 	b.	 	If to the Company, to:




Biogen Idec Inc.

14 Cambridge Center

Cambridge, MA 02142

Attn: Secretary





	21.	 	Contribution. To the fullest extent permissible under applicable law, if the
indemnification provided for in this Agreement is unavailable to Indemnitee for any reason
whatsoever with respect to any Proceeding or any claim, issue or matter therein and the
Company is jointly liable with Indemnitee for such Proceeding, claim, issue or matter, the
Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by
Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid
in settlement or for reasonably incurred Expenses in connection with such claim, in such
proportion as is deemed fair and reasonable in light of all of the circumstances of such
Proceeding, claim, issue or matter in order to reflect (i) the relative benefits received by
the Company and Indemnitee as a result of the event(s) or transaction(s) giving cause to such
Proceeding, claim, issue or matter and (ii) the relative fault of the Company (and their other
directors, officers, employees and agents) and Indemnitee in connection with such event(s) or
transaction(s).
	 
	22.	 	Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of
Process. This Agreement and the legal relations among the parties shall, to the fullest
extent permitted by law, be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in the Chancery
Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal
court in the United States of America or any court in any other country, (ii) consent to
submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) waive any objection to
the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or otherwise inconvenient forum.
	 
	23.	 	Headings. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.
	 
	24.	 	Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement.




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
above written.



	 	 	 	 	 
	 	BIOGEN IDEC INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INDEMNITEE:

 	 
	 	 	 
	 	Name: 	 
	 




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