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                                                                   EXHIBIT 10.28

                                BIOGEN IDEC INC.

                    VOLUNTARY BOARD OF DIRECTORS SAVINGS PLAN
              (As Amended and Restated; Effective January 1, 2004)

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                                TABLE OF CONTENTS

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

ARTICLE 2     DEFINITIONS.....................................................................................    1
      2.1     Biogen Idec.....................................................................................    1
      2.2     Board...........................................................................................    1
      2.3     Committee.......................................................................................    1
      2.4     Director........................................................................................    1
      2.5     Fees............................................................................................    1
      2.6     Participant.....................................................................................    1
      2.7     Plan............................................................................................    1
      2.8     Retainer........................................................................................    1
      2.9     Savings Plan....................................................................................    1
     2.10     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................................................................    2
      4.1     Savings Deposits and Elections..................................................................    2

ARTICLE 5     PARTICIPANT 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 Death of a Participant........................................................    4
      6.3     Other Distributions.............................................................................    5
      6.4     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...................................................................................    6
      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............................................................................    7
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                                    ARTICLE 1
                                  INTRODUCTION

1.1      PURPOSE AND EFFECTIVE DATE. The purpose of this plan is to provide
members of the Board of Directors of Biogen Idec with a tax-deferred savings
opportunity. This plan allows participants to defer all or a portion of their
directors' fees and retainer by so electing before such fees and retainer have
been earned. The effective date of this plan is January 1, 2004.

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

2.2      BOARD means the Board of Directors of Biogen Idec.

2.3      COMMITTEE means the committee designated by the Board to administer
this Plan.

2.4      DIRECTOR means an individual serving as a director of Biogen Idec in
accordance with its articles and by-laws.

2.5      FEES means the amounts payable to a director as compensation for his or
her attendance at a meeting of the Board or a committee of the Board.

2.6      PARTICIPANT means a director who has made a savings deposit hereunder
or for whom an amount has been transferred to this plan.

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

2.8      RETAINER means the amount payable to a director as an annual retainer
for service in such capacity, as in effect from time to time.

2.9      SAVINGS PLAN means the Biogen Idec 401(k) 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.

2.10     PLAN YEAR means the 12-month periods commencing on January 1, 2004 and
on each subsequent January 1 while this plan remains in effect.

                                    ARTICLE 3
                                  PARTICIPATION

3.1      ELIGIBILITY AND PARTICIPATION. Each director will be eligible to be a
participant in this plan as long as he is a director. However, a director who is
also an employee of Biogen Idec (or a direct or indirect subsidiary of Biogen
Idec) will not be eligible to participate in this plan unless he receives fees
and/or retainer separate and apart from his compensation as an employee, and in
such event he will be eligible to participate in this plan only with respect to
such fees and retainer. A director will become a participant hereunder when he
makes a savings deposit to this plan or when his account balance under the
Biogen, Inc. Voluntary Board of Directors Savings Plan (the "Biogen Directors
Plan") is transferred to this plan. Participation in this plan is voluntary and
no director will be required to participate.

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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 a director of Biogen Idec because of
death, retirement, resignation, failure of reelection, or any other reason. 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.
However, the participant will be entitled to receive any amounts in his accounts
in accordance with this plan.

                                    ARTICLE 4
                        SAVINGS DEPOSITS BY PARTICIPANTS

4.1      SAVINGS DEPOSITS AND ELECTIONS.

         (a)      Savings Deposits.  Each director may make savings deposits to
the plan from his fees and retainer in any whole percentage of such fees and/or
such retainer, from a minimum of 1% to a maximum of 100%, by agreeing to reduce
his fees and/or retainer by such amount in accordance with this plan.

         All amounts by which a participant reduces his fees and/or retainer
hereunder are referred to herein as the participant's savings deposits.

         (b)      Sign-Up Procedure for Savings Deposits.  A director who wishes
to reduce his fees and/or retainer 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 fees and
retainer if desired), agreeing to reduce his fees and/or retainer by the
amount(s) desired, and providing such other information as the committee may
require.

         A director's initial enrollment form (or another form specified by the
committee) will also specify the time for payment (or the commencement of
installment payments) under Section 6.3 and the form of payment (lump sum or
installments in accordance with Section 6.4(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 service as a director
or the participant's termination of employment (if the participant is an
employee of Biogen Idec or a subsidiary or affiliate in addition to being a
director). 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 director's enrollment form electing savings deposits for any plan
year must be filed with the committee by such deadline as the committee
specifies, but in any event before the start of such plan year. However, with
respect to the initial plan year (January 1 to December 31, 2004), the
director's election with respect to 2004 fees and retainer may be made either
during December, 2003 or within 30 days after the effective date of the plan
(i.e., no later than January 31, 2004), provided that such initial election will
relate only to fees and retainer to be earned after the date of the election. A
participant may change the amount of his savings deposits (but not the time for
payment or the form of payment of his account except as provided in subsection
(c) below) with respect to any subsequent plan year by filing a new enrollment
form before the start of such subsequent plan year, and the change will become
effective as of the first day of such subsequent plan year. Once a participant
has elected to defer fees and/or retainer, 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)
or other significant financial difficulty during a year, with the consent of the
committee the participant may reduce or cancel his savings deposits election for
the balance of that year.

         (c)      Subsequent Election. Notwithstanding the second paragraph of
subsection (b) above, at anytime prior to the date for payment originally
elected by the participant, if the participant is still a director of Biogen
Idec at such time, the participant may elect to defer the time when his account
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 will be payable at the time specified in his subsequent

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election. The participant's election under this subsection (c) will become
effective if any of the following criteria is satisfied: (i) the participant
remains a director of Biogen Idec for at least one year after making such
election, or (ii) the participant's service as a director of Biogen Idec ends
due to failure of reelection or 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).

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

         (d)      Transferred Account Balance.  Notwithstanding the preceding
subsections of this Section 4.1, in the case of a participant who was a director
of Biogen, Inc. and whose account balance under the Biogen Directors Plan was
transferred to this plan, payment of his transferred account balance will be
made in accordance with his election under the Biogen Directors Plan (subject,
if applicable, to such participants' subsequent change of election under
subsection (c) above).

                                    ARTICLE 5
                              PARTICIPANT ACCOUNTS

5.1     PARTICIPANT ACCOUNTS.

         (a)      Savings Deposits Accounts.  Savings deposits by a participant
from his fees or retainer hereunder will be credited to an account in the name
of such participant. Such account will be called his savings deposits account.

         If applicable, a participant's transferred account balance from the
Biogen Directors Plan will be separately accounted for within his savings
deposit account.

         (b)      Participant's Account Value.  A participant's account will be
credited with deemed investment results as if his savings deposits were invested
in one 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 under the Savings Plan.

         In addition to the investment funds offered under the Savings Plan as
described in the preceding paragraph, a participant may elect to have his
accounts credited with the deemed investment results as if such amounts were
invested in a fixed income option earning a rate of return specified by the
committee. The rate of return under the fixed income option will be 8% for the
2004 plan year. The rate of return of future plan years will be determined by
the committee.

         Investment funds hereunder are for the sole purpose of providing a
basis for crediting deemed investment results to participants' accounts, and do
not represent any actual funds or assets held hereunder for the benefit of
participants.

         Each participant will indicate with his initial enrollment form (or
other form specified by the committee) 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 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.

         Notwithstanding the preceding paragraph, the committee may establish
one or more default investment funds that will be used to determine deemed
investment results in the case of any participant or group of participants who
have not made a designation under the preceding paragraph. Such default
investment fund(s) will be used to determine deemed investment results
applicable to the account of such participant or participants until any such
participant makes a designation of investment fund(s) in accordance with the
plan.

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

         The value of a participant's account at any point in time will be his
savings deposits (plus, if applicable, his transferred account balance from the
Biogen Directors Plan), increased or decreased by deemed investment results as
provided in this subsection (b) through the end of the most recently completed
calendar quarter (or such shorter time as may be specified by the committee),
and reduced by any distributions from the participant's account.

         (c)      Bookkeeping Accounts.  Participants' accounts and subaccounts
will be maintained on Biogen Idec's books 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 to be divided for
recordkeeping purposes into two or more subaccounts, in accordance with
procedures established by the committee.

5.2      VESTING.  A participant will have a fully vested interest in his
savings deposits account at all times. For this purpose, "fully vested" means
that such account is not subject to forfeiture; however, all participant
accounts are subject to fluctuation as a result of the crediting of deemed
investment results (including losses) to such accounts as provided in the plan.

                                   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 termination of service as a director 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 balance. Such a distribution will
be made from the participant's account in a single lump-sum payment. If such a
participant's account has two or more subaccounts, the committee will determine
which subaccount(s) 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 or other election form (or, if applicable, a subsequent
election under Section 4.1(c)), a participant elected payment of his account (or
a specified portion thereof) at a specified time(s) and he is still a director
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
account, if less).

         Any amount in a participant's account hereunder not distributed to the
participant under this Section 6.1A will be distributed under Section 6.2 or
6.3, whichever may be applicable, and Section 6.4 (if applicable). If a
participant is receiving multiple payments under this Section 6.1A and dies or
otherwise terminates service (or employment if he is also an employee of Biogen
Idec or a subsidiary or affiliate), payments under this subsection will cease
and subsequent payments will be governed by Section 6.2 or 6.3, as the case may
be.

6.2      DISTRIBUTION UPON DEATH OF A PARTICIPANT.

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         (a)      In general.  If a participant dies before his entire account
balance has been distributed, his beneficiary will receive the amount remaining
in the participant's account. 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.  A 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.

         Any portion of a distribution payable upon the death of a participant
that is not disposed of by a designation of beneficiary under the preceding
paragraph, for any reason whatsoever, will be paid to the participant's spouse
if living at his death, otherwise equally to the participant's natural and
adopted children (and the issue of a deceased child by right of representation),
otherwise to the participant's estate.

         The committee may direct payment in accordance with a prior designation
of beneficiary (and will be fully protected in so doing) if such direction (i)
is given before a later designation is received, or (ii) is due to the
committee's inability to verify the authenticity of a later designation. Such a
distribution will discharge all liability therefor under the plan.

6.3      OTHER DISTRIBUTIONS.  Except in the case of the participant's death (in
which case distribution is made in accordance with Section 6.2), distribution of
a participant's account will be made at the time elected by the participant in
accordance with Section 4.1. In the absence of such an election, distribution of
the participant's account will be made following the latest of the participant's
termination of service as a director or the participant's termination of
employment (if the participant is an employee of Biogen Idec or a subsidiary in
addition to being a director). Distribution will be made in a single lump sum
payment on a date determined by the committee, but not later than one year after
the committee's receipt of satisfactory evidence of the occurrence of the event
causing distribution.

6.4      INSTALLMENT DISTRIBUTIONS IN CERTAIN CASES.

         (a)      Participant. Notwithstanding the provisions of Section 6.3, a
participant may, at the time of filing his initial enrollment (or other
specified) form under Section 4.1 (or, if applicable, in a subsequent election
under Section 4.1(c)), designate that the amount payable to him hereunder will
be paid in a number (minimum of two and maximum of fifteen) of annual
installment payments, as specified by the participant.

         (b)      Beneficiary.  Notwithstanding Section 6.2, 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:

                           (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
6.2(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 6.3), to a
single payment by filing a written instrument so specifying with the committee.

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         (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 or 6.3 (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 then amount remaining 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 the 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 Idec, by action of the Board
(or such committee thereof or officer or officers of Biogen Idec 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 amount credited to the account of any participant under the plan
(including a participant whose service as a director terminated before such plan
termination or amendment). However, Biogen Idec may change the deemed investment
options under Section 5.1(c), and Biogen Idec 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 installment distributions would otherwise be payable under Section 6.4.
In addition, Biogen Idec may, from time to time, make any amendment that it
deems necessary or desirable to satisfy the applicable requirements of the tax
laws and rulings and regulations thereunder in order to preserve, if possible,
the tax deferral features of this plan for participants. No diminution or
restriction on a participant's opportunity to make elections or withdrawals, or
exercise other privileges or rights hereunder pursuant to the preceding sentence
will be deemed to violate the rights of any participant or beneficiary hereunder
so long as such change does not render a participant's account balance
forfeitable.

7.2      BENEFITS NOT CURRENTLY FUNDED.

         (a)      Nothing in this plan will be construed to create a trust or to
obligate Biogen Idec 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 Idec or
any other entity. However, in order to make provision for its obligations
hereunder, Biogen Idec may in its discretion purchase an insurance contract or
other investment; any such contract or investment will be a general asset
belonging to Biogen Idec, 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 Biogen Idec.

         (b)      Notwithstanding subsection (a) above, Biogen Idec 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 such terms and conditions as Biogen Idec 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 the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or for purposes of the Internal Revenue Code of 1986,
as amended.

7.3      NO ASSIGNMENT.

         (a)      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.

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         (b)      Notwithstanding subsection (a) above, all or a portion of a
participant's account balance may be assigned to the participant's spouse,
former spouse, or other dependent (for purposes of this section, an "alternate
recipient") in connection with a court order or property settlement agreement
awarding such portion to the alternate recipient. Upon receipt of a copy of the
relevant provisions of any such order or property settlement agreement,
certified to be accurate and in effect by the participant, and an acknowledgment
by the alternate recipient that such alternate recipient will be responsible for
income taxes on such amounts when distributed or made available to such
alternate recipient and that such amounts are subject to income tax withholding
as provided in this plan, and such other information (including the alternate
recipient's social security number) as the committee may reasonably request, the
committee will assign such amount to a separate account hereunder and will
distribute such account to the alternate recipient as soon as practicable
thereafter. Notwithstanding the preceding sentence, in the sole discretion of
the committee, the amount credited to the alternate recipient's account may be
retained in the plan and paid to the alternate recipient as such time or times
as the committee determines, but not later than the time or times that amounts
hereunder are distributed to the participant. Pending payment of an alternate
recipient's account to him or her, such account will be credited with deemed
investment results under Section 5.1 based upon the alternate recipient's
designation of one or more investment funds.

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
Idec 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 to 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 Idec will be the "plan administrator" and the "named fiduciary"
for purposes of ERISA.

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 director the right to continue in such capacity or to affect or modify
the terms of his service as a director in any way.

7.6      TAX WITHHOLDING.  Any payment hereunder to a participant, beneficiary
or alternate recipient 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.

         BIOGEN IDEC INC.

         By: /s/ William H. Rastetter
             __________________________________
             William H. Rastetter, Ph.D.
             Chairman

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