BIOGEN IDEC INC. (Form: DEFA14A, Received: 05/30/2008 16:48:27)

Biogen

Description

Public

10.1.3. Self-Insurance Programs

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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o Preliminary Proxy Statement
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o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Biogen Idec Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)		Title of each class of securities to which transaction applies:



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Biogen Idec Strategic Process Document Disclosure

Biogen Idec is disclosing the relevant portions of certain documents related to the design of the strategic process it conducted in the fall of 2007 (the “Process”). (The portions of these documents that do not relate to the Process have been redacted.)

These documents are consistent with Biogen Idec’s prior public statements about the Process and demonstrate that the Process was comprehensive and fair.

The materials disclosed include:

Presentations Provided to the Board and/or Management

	•		A Presentation for “Bellona,” dated October 12, 2007

	•		Strategic Alternatives Process Organizational Meeting, dated October 14, 2007

	•		Biogen Idec Calendar — Buyer Contact Summary (Oct./Nov. 2007)

	•		Biogen Idec Discussion Materials, dated October 22, 2007

	•		Materials Regarding Second Round Process, dated November 2, 2007

	•		Discussion Materials, dated November 4, 2007

	•		Form of Letter Regarding Proposal Submission, dated November 20, 2007

	•		Discussion Materials Prepared for the Board of Directors of Biogen Idec, dated December 12, 2007

Minutes of Meetings of the Board of Directors held on:

	•		October 12, 2007

	•		November 8, 2007

	•		November 18, 2007

	•		December 9, 2007

	•		December 12, 2007

PRIVILEGED AND CONFIDENTIAL
ATTORNEY WORK PRODUCT

Pages redacted in their entirety omitted

Potential Auction Process Timeline

Week of Oct. 15

	•		Make outbound calls to prospective bidders

	•		Prospective bidders sign confidentiality agreements

Monday, Oct. 22

•

Send out information packages:

	•		Key collaboration agreements

	•		Tysabri data

	•		Other financial information?

Week of Oct. 29

•

Preliminary indications of interest due, including a price range and significant contingencies

Week of Nov. 5

	•		Open electronic data room

	•		Conduct management meetings with various bidders

Week of Nov. 12

	•		Conduct management meetings with various bidders

	•		Provide draft merger agreement to bidders’ counsel

Wednesday, Dec. 5

	•		Final bids and mark-up of agreement due

	•		Continue negotiations with selected bidders

	•		Determine whether any bidders require an opportunity to talk with Echo before signing a definitive agreement

	•		Discussions with Echo if and as necessary

Monday, Dec. 10

• Sign and announce a definitive merger agreement

Page redacted in its entirety omitted

Biogen Idec Inc.

Strategic Alternatives Process
Organizational Meeting

October 14, 2007

Table of Contents

1.		Organizational Kick-off Materials

2.		Draft First Round Bid Instructions Letter

3.		Buyer Contact Summary

4.		Management Presentation Outline

5.		Preliminary Electronic Data Room Index

6.		Working Group List

Strictly Confidential

Confidential Discussion Materials Prepared for:

Biogen Idec
Regarding Strategic Alternatives Process

October 14, 2007

Strictly Confidential

Preliminary Transaction Timetable


						Key Parties
						BIIB:		Biogen Idec
						ML:		Merrill lynch
						GS:		Goldman Sachs
						SS:		Shearman & Sterling
						A:		Accountants


Week Of	Event		Responsible Party
October 15 ^th	•	Organizational kick-off meeting (October 14 ^th )
	•	Finalize potential buyer contact list (October 14 ^th )
	•	Finalize first round bid process letter (October 14 ^th )
	•	Finalize confidentiality agreement (October 14 ^th )
	•	Finalize financial forecast model to be included in first round data room (October 14 ^th -16 ^th )	REDACTED
	•	Compile information package to be included in first round data room (October 14 ^th -16 ^th )
	•	Make outbound calls to prospective bidders and receive preliminary feedback; send process letter and confidentiality agreements to prospective bidders (October 15 ^th )
	•	Open first round data room (beginning October 17 ^th )
	•	Continue populating data room
	•	Begin drafting management presentation
	•	Begin drafting presentation for Tysabri / Q&A calls
	•	Determine format for breakout sessions, including presenters from BIIB

October 22 ^nd	•	Begin preparing second round data room
	•	Conduct two-hour calls on Tysabri / Q&A with interested bidders
	•	Begin drafting merger agreement

October 29 ^th	•	Continue preparing second round data room and drafting merger agreement

November 5 ^th	•	Preliminary indications of interest due November 6 ^th
	•	Board call to assess preliminary indications and discuss next steps (November 7 ^th )
	•	Schedule management meetings
	•	Finalize management presentation
	•	Finalize second round data room
	•	Invite select bidders to second round of the process assuming board authorization
	•	Send draft merger agreement to select bidders

Preliminary Transaction Timetable (Cont’d)


						Key Parties
						BIIB:		Biogen Idec
						ML:		Merrill Lynch
						GS:		Goldman Sachs
						SS:		Shearman & Sterling
						A:		Accountants


Week Of	Event		Responsible Party

November 12 ^th	•	Conduct management meetings with second round bidders	REDACTED
	•	Make available additional information in data room to second round bidders

November 19 ^th	•	Conduct management meetings with second round bidders
	•	Provide final bid instructions letter to bidders
	•	Respond to bidders’ diligence requests

November 26 ^th	•	Respond to bidders’ diligence requests
	•	Accommodate requests for follow-up diligence calls
	•	[Potential conversations with Elan]

December 3 ^rd	•	Respond to bidders’ diligence requests
	•	Accommodate requests for follow-up diligence calls
	•	[Potential conversations with Elan]

December 10 ^th	•	Final bids due December 12 ^th
	•	Continue negotiations with selected bidders
	•	[Potential conversations with Elan]
	•	Board meeting to review final bids and decide on next steps

December 17 ^th	•	Board meeting to approve the transaction
	•	Financial advisors render fairness opinions
	•	Execute a definitive merger agreement
	•	Announce transaction

Key Messages to Buyers

•		As you know, Biogen Idec’s Board of Directors has authorized management to assess strategic alternatives, including a potential sale of the Company

•		Biogen Idec has retained Merrill Lynch and Goldman Sachs as its financial advisors to help with the process

•		The Company has already received several inquiries from select parties with regards to a potential business, combination

•		Moreover, given Biogen Idec’s attractiveness as a unique asset, we believe there will be strong interest from other parties, resulting in a highly competitive process

	•		Leadership in immunology, neurology and oncology, and a promising pipeline in additional attractive areas such as inflammation, cardiovascular and hematology

	•		Has meaningful economics from 2 blockbusters, Avonex and Rituxan, with Tysabri representing a potential blockbuster as well

	•		Has global biologics commercial and development infrastructure

	•		Has strong research & development capability, depth and breadth with over 20 products in clinical development

	•		Has strong revenue, profit and cash flow growth, all exceeding major pharma growth

Key Messages to Buyers (Cont’d)

•

We believe Biogen Idec’s partner Elan will also cooperate in this process

	•		We believe Elan is unlikely to exercise its change of control rights relating to Tysabri if an offer for the Company is made in the near future

	•		We believe Elan is willing to negotiate a new type of agreement for Tysabri with a new partner

•		While Genentech has the right to buy back Biogen Idec’s share of Rituxan in a change of control situation, we believe Genentech is unlikely to exercise its option based on financial incentives of the collaboration agreement

•		Merrill Lynch and Goldman Sachs will be facilitating an expedited process, given the current momentum and strong interest from certain parties, with a goal of receiving first round, non-binding bids on November 6 ^th and completing the process by mid-December

	•		Given your position as a leading company in the pharma space, we would like to assess your interest in pursuing a strategic transaction with the Company

	•		If your organization is interested, Merrill Lynch and Goldman Sachs can facilitate next steps

	•		We have a draft confidentiality agreement (CDA) and process letter that we will send you

	•		Once the CDA has been executed, you will be given access via a data room to non-public first round information including Biogen Idec’s long-range plan, review of pipeline, [Tysabri-related information], biologics capabilities and unredacted versions of collaboration agreements

Key Messages to Buyers (Cont’d)

•

Responses to potential questions regarding Carl Icahn’s communications with / bid for Biogen Idec

	•		The Company has received expressions of interest from several strategic and financial buyers, including an offer from Carl Icahn

	•		Hence the Board of Directors has initiated a process to evaluate third party interest in the Company in order to maximize shareholder value

	•		Icahn made a non-binding offer for Biogen Idec [at a price range that provided a standard premium to the current price and he requested further diligence]

	•		Icahn also mentioned his understanding that Elan would cooperate in a sale process, i.e., would not exercise its change of control rights relating to Tysabri

•

Responses to potential questions regarding interest from / bids from strategic buyers

•

Biogen Idec has received several overtures from large strategic players regarding a potential acquisition of the Company

Buyer Contact Responsibilities

REDACTED

October ____, 2007

STRICTLY CONFIDENTIAL

Name
Title
Company
Address
City, State, Zip Code

Dear ___,

On behalf of Biogen Idec Inc. (“Biogen Idec” or the “Company”), thank you for your interest in a strategic transaction involving the Company. Merrill Lynch & Co. (“Merrill Lynch”) and Goldman Sachs & Co. (“Goldman Sachs”), financial advisors to the Company, are inviting selected parties to submit a preliminary, non-binding written indication (an “Indication of Interest”) to acquire Biogen Idec at their earliest convenience but in no event later than 12:00 p.m. (EDT) on Tuesday, November 6, 2007. After evaluation of the Indications of Interest by Merrill Lynch, Goldman Sachs and the Company, certain interested parties may be invited to proceed to the second phase of the process which is expected to include the opportunity to conduct in-depth evaluations of the Company.

Merrill Lynch and Goldman Sachs, whose principal points of contact are listed in Attachment A, have been designated as the primary contacts for the transaction and are available to answer any questions that you may have.

In order to allow Biogen Idec and its advisors to compare proposals, we request that your Indication of Interest be submitted in accordance with the following guidelines:

Purchase Price and Valuation: Your Indication of Interest should specify the price per share in U.S. dollars which you would pay at closing to acquire 100% of the fully diluted common stock of the Company. Please specify all material assumptions and material contingencies you have taken into account in arriving at your preliminary indication of value;

Consideration: The structure of your proposal, including cash and/or stock consideration. While the Company’s principal objective is to maximize shareholder value, on the margin cash consideration will be preferred;

Sources and Structure of Financing: The expected sources of funds (with as much specificity as possible), the timing involved and the steps necessary to secure the funds. Please note that the Company fully expects to enter into a binding purchase agreement that is not subject to any financing and due diligence contingencies;

Due Diligence : A detailed description of the additional due diligence you would require in order to submit a definitive proposal, including a specific list of additional information and due diligence requirements;

Required Approvals: Any anticipated corporate, shareholder or regulatory approvals you would need prior to executing definitive transaction documentation, as well as any additional approvals or other conditions you would need to close a transaction;

Material Conditions : Any material conditions to consummation of your proposed acquisition of the Company;

Contact Information: A list of key individuals within your organization and your team of advisors with whom we may discuss your Indication of Interest;

Submission Deadline : Your Indication of Interest should be submitted on or before 12:00 p.m. Eastern Daylight Time, Tuesday, November 6, 2007 to the attention of:


Alan Hartman Managing Director Head of US M&A alan_hartman@ml.com Tel: (212) 449-8585 Fax: (212) 449-9283		Robert King Managing Director Co-Head of Global Healthcare robert.king@gs.com Tel: (212) 902-3377 Fax: (212) 902-3000

Additional Information: Any other information which you believe might be relevant to Biogen Idec, Merrill Lynch and Goldman Sachs in evaluating your Indication of Interest.

Other Matters

Merrill Lynch and Goldman Sachs will be available to discuss matters relating to Biogen Idec and the aforementioned procedures. Although the foregoing reflects the present intentions of the Company concerning the proposed transaction, the Company reserves the right, in its sole discretion and at any time without prior notice or explanation to you or other prospective purchasers, to (i) discuss with any prospective purchaser the terms of its Indication of Interest, (ii) negotiate with any party individually or simultaneously with other prospective purchasers, (iii) terminate the process contemplated hereby or change the aforementioned procedures at any time, (iv) impose conditions on the receipt of information, (v) consider any and all factors (whether or not mentioned in this letter) in its evaluation of the Indication of Interest, (vi) enter into an agreement with any prospective purchaser at any time, regardless of the price and terms being offered by such purchaser and any other prospective purchaser, and (vii) reject any or all Indications of Interest. Neither the Company, Merrill Lynch nor Goldman Sachs will have any liability or obligation to any prospective purchaser as the result of the taking or failure to take any or all of the actions specified above in (i) — (vii), the rejection of any or all proposals, acceptance of another proposal, or modification of any or all procedures.

A proposal will be considered formally accepted only when and if a definitive agreement has been executed and delivered by the Company (which this letter shall not be deemed). Until

-2-

such time, the Company will not have any obligations or liability to any prospective purchaser with respect to the sale of the Company and following such time the Company’s only obligations or liabilities will be those set forth in the definitive agreement, if any. Nothing in this letter shall be deemed to be a contract of any kind between or among the Company, Merrill Lynch, Goldman Sachs or any affiliate and any other party.

All parties not invited to the second phase of this process will be asked to return or destroy all confidential information provided to them in accordance with the Confidentiality Agreement related to the proposed transaction that was previously executed by you. The existence and terms of this letter as well as your Indication of Interest are also subject to the terms and conditions of the Confidentiality Agreement.

Each prospective purchaser will be responsible for all of its own costs incurred during the investigation of the Company, including those of its advisors and agents.

On behalf of Biogen Idec, we thank you for your interest. Should you have any questions regarding the procedures detailed in the letter, please, feel free to contact us or any member of the Merrill Lynch and Goldman Sachs team as outlined in Attachment A. We appreciate your interest in this opportunity and look forward to working with you over the coming weeks.

Sincerely,


Alan Hartman		Robert King

-3-

Attachment A

The Company has requested that during this process, prospective purchasers not contact any employee or member of the Company except as specifically authorized. You are reminded that the terms and conditions of the Confidentiality Agreement prohibit such contact without written authorization. All written Indications of Interest, as well as any inquiries, should be directed to one of the following Merrill Lynch or Goldman Sachs individuals:


Merrill Lynch & Co. 4 World Financial Center, North Tower 250 Vesey Street New York, NY 10080		Goldman Sachs & Co. 85 Broad Street New York, NY 10004

Alan Hartman Managing Director Head of US M&A alan_hartman@ml.com Tel: (212) 449-8585 Fax: (212) 449-9283		Robert King Managing Director Co-Head of Global Healthcare robert.king@gs.com Tel: (212) 902-3377 Fax: (212) 902-3000

Mark Robinson Managing Director Head of Global Healthcare mark_j_robinson@ml.com Tel: (415) 676-3379 Fax: (415)		Marshall Smith Managing Director marshall.smith@gs.com Tel: (212) 902-1250 Fax: (212) 902-3000

Ivan Farman Managing Director ivan_farman@ml.com Tel: (212) 449-8897 Fax: (212) 449-3307		Tosa Ogbomo Managing Director tosa.ogmobo@gs.com Tel: (212) 902-2079 Fax: (212) 902-3000

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CONFIDENTIAL

Buyers Contact Summary

13-October-2007

Biogen Idec Buyer Status Summary
October 13, 2007

Stage

Final Bid

Prelim.

Initial

Process

Bid

Data

Two-Hour

2nd Round

Letter /

Process

Room

Tysabri /

Initial

Data Room

Management

Merger

Final

Confi

Letter

Confl

Access

Q&A

Indication

Access

Presentation

Agreement

Bid

Company

Contacted

Sent

Received

Granted

Session

Rec’d

Granted

Conducted

Sent

Received

REDACTED

Biogen Idec Buyer Contact Summary

October 13, 2007


Buyer	Buyer Contact(s)	GS Rep	Date Contacted	Status

REDACTED

Biogen Idec Buyer Contact Summary

October 13, 2007


Buyer	Buyer Contact(s)	ML Rep	Date Contacted	Status

REDACTED

Biogen Idec

Management Presentation Table of Contents

•

Introductions

•

Agenda showing sections, with names and titles of presenters

•

Company Overview

	•		Key company investment highlights; 5-6 high level bullet points on Bellona

	•		3-5 pages overview slides

	•		Summary of 2007-2010 strategy goals

•		Neurology/Immunology franchise

•		Oncology franchise

•		R&D

	•		Overall R&D Strategy

	•		Pipeline overview

	•		Pipeline detail and review of key product candidates by TA: stage, indication, clinical data, any projected milestones

	•		R&D resources (manpower, allocation between functions)

	•		Business development activities

•

Manufacturing, Facilities and Operations

	•		Manufacturing capabilities, capacity, flexibility

	•		Overview of supply chain

	•		Real estate overview

Biogen Idec

Management Presentation Table of Contents

	•		Capex forecast 2007-2009

	•		HR — headcount by function

•

Financial review

	•		Overview of systems and controls

	•		Historical Financials

	•		3-year historical financials

	•		Discussion of historical trends by line item (COGS, R&D, S&M, G&A)

•

Financial Projections


	•		Financial growth drivers

	•		2007-20XX financial projections with revenue by product

	•		Key assumptions underlying 2007-20XX forecasts

	•		R&D and SG&A leverage assumptions

•

Conclusions

Biogen Idec — Preliminary Electronic Data Room Index

“Biogen Idec” — Document has been identified by Biogen Idec as available, but not yet provided by Biogen Idec

“S&S” — Document has been provided to Shearman & Sterling for indexing and preparation for loading to the electronic data room

“Public” — Document is publicly available

Biogen

Description

Idec

S&S

Public

1. General Corporate

1.1. Organizational Charts

1.1.1. Biogen Idec Inc. Corporate Structure Chart,

dated as of July 1, 2007 — Domestic, Foreign Operations

1.2. Certificate of Incorporation and By-laws

1.3. Corporate Governance

1.3.1. Meeting Minutes

REDACTED

1.3.1.1. Minutes of Annual Meeting of Stockholders of Biogen Idec Inc.,

dated June 16, 2004

1.3.1.2. Minutes of Annual Meeting of Stockholders of Biogen Idec Inc.,

dated May 25, 2006

1.3.2. Charters

1.3.2.1. Biogen Idec Inc. Corporate Governance Principles

1.3.2.2. Biogen Idec Inc. Code of Business Conduct

1.3.3. Reports

Biogen

Description

Idec

S&S

Public

1.3.3.1.

1.3.3.2.

1.3.3.3.

1.3.3.4.

1.3.3.5.

1.3.3.6.

1.3.4. Miscellaneous

1.3.4.1.

REDACTED

1.3.4.2.

1.4. Material Subsidiaries

1.4.1. Organizational Documents

1.4.1.1. Amended and Restated Delaware Certificate of Incorporation of

IDEC Pharmaceuticals Corporation, dated April 1, 1997

1.4.1.2. Massachusetts Articles of Organization of Biogen Idec MA Inc.

1.4.1.3. Massachusetts Articles of Merger

1.4.1.4. Bylaws of Biogen Idec MA Inc.

Biogen

Description

Idec

S&S

Public

1.4.2. Minutes and Charters

1.4.2.1.

1.4.2.2

1.4.3. Material Agreements

1.4.4. Sales & Distributions

1.5. Capital Structure

1.5.1. 2007 Share Calculation Report, dated September 30,2007, Reflecting Both Basic and Diluted Shares Outstanding

2. Products and Collaboration Agreements

REDACTED

2.1. Avonex

2.1.1. Material Agreements

2.1.2. Program Documentation

2.1.3. Sales & Distributions

2.1.4. Research and Development (including Safety Data)

2.1.4.1.

2.1.5. Marketing

Biogen

Description

Idec

S&S

Public

2.2. Rituxan (Genentech)

2.2.1. Material Agreements

2.2.1.1

2.2.1.2.

2.2.1.3.

2.2.2. Program Documentation

2.2.3. Sales & Distributions

REDACTED

2.2.4. Research and Development (including Safety Data)

2.2.5. Marketing

2.3. Tysabri (Elan)

2.3.1. Material Agreements

2.3.1.1.

2.3.1.2

2.3.2. Program Documentation

2.3.3. Sales & Distributions

Biogen

Description

Idec

S&S

Public

2.3 4. Research and Development (including Safety Data)

2.3.4.1.

2.3.5. Marketing

2.4. Fumaderm

2.4.1. Material Agreements

2.4.2. Program Documentation

2.4.3. Sales & Distributions

REDACTED

2.4.4. Research and Development (including Safety Data)

2.4.5. Marketing

2.5. BG-12

2.5.1. Material Agreements

2.5.2. Program Documentation

2.5.3. Sales & Distributions

2.5.4. Research and Development (including Safety Data)

2.5.5. Marketing

Biogen

Description

Idec

S&S

Public

2.6. Anti-CD80 MAb/galizimab

2.6.1. Material Agreements

2.6.2. Program Documentation

2.6.3. Sales & Distributions

2.6.4. Research and Development (including Safety Data)

2.6.5. Marketing

2.7. Anti-CD23 MAb/lumiliximab

2.7.1. Material Agreements

REDACTED

2.7.2. Program Documentation

2.7.3. Sales & Distributions

2.7.4. Research and Development (including Safety Data)

2.7.5. Marketing

2.8. PDL Biopharma Phase II Products (Volociximab, Daclizumab)

2.8.1. Material Agreements

2.8.2. Program Documentation


	Biogen
Description	Idec	S&S	Public
2.8.3. Sales & Distributions
2.8.4. Research and Development (including Safety Data)
2.8.5. Marketing
2.9. Other Commercial Pipeline Products
2.9.1. Material Agreements
2.9.1.1.
2.9.1.2.		REDACTED
2.9.1.3.
2.9.1.4.
2.9.1.5.
2.9.1.6.
2.9.1.7.
2.9.1.8.
2.9.1.9.
2.9.1.10.


	Biogen
Description	Idec	S&S	Public
2.9.1.11.
2.9.1.12.
2.9.1.13.
2.9.1.14.
2.9.1.15.
2.9.1.16.
2.9.1.17.		REDACTED
2.9.1.18.
2.9.1.19.
2.9.1.20.
2.9.1.21.
2.9.1.22.
2.9.1.23.
2.9.1.24.
2.9.1.25.


	Biogen
Description	Idec	S&S	Public
2.9.1.26.
2.9.1.27.
2.9.1.28.
2.9.1.29.
2.9.1.30.
2.9.1.31.
2.9.1.32.		REDACTED
2.9.1.33.
2.9.1.34.
2,9.1.35.
2.9.1.36.
2.9.1.37.
2.9.1.38.
2.9.1.39.
2.9.1.40.


	Biogen
Description	Idec	S&S	Public
2.9.1.41.
2.9.1.42.
2.9.1.43.
2.9.1.44.
2.9.1.45.
2.9.1.46.
2.9.1.47.
2.9.1.48.		REDACTED
2.9.1.49.
2.9.1.50.
2.9.1.51.
2.9.1.52.
2.9.1.53.
2.9.1.54.
2.9.1.55.


	Biogen
Description	Idec	S&S	Public
2.9.2.,
2.9.3.
2.9.4.
2.9.4.1.
2.9.5
3. Financial & Tax		REDACTED
3.1. Latest Financial Statements
3.2. Capital Expenditures and Expenses
3.3. Financial Agreements
3.3.1. Credit Agreement, dated as of June 29, 2007, among Biogen Idec Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Credit Partners L.P. and Bank of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit Partners L.P.
3.3.2. Loan Agreement, dated as of June 28, 2007, among Biogen Idec Inc., Merrill Lynch Capital Corporation, Goldman Sachs Credit Partners L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit Partners L.P.
3.3.3. Disclosure Schedules to Loan Agreement
3.4. Financial Projections
3.4.1. Five-Year Plan

Biogen

Description

Idec

S&S

Public

3.5. Tax Returns 2006

3.5.1. 2006 Form 8453-C U.S. Corporation Income Tax Declaration for an IRS e-file Return for Biogen Idec Inc. & Subsidiaries

3.5.2. 2006 Form 1120 U.S. Corporate Income Tax Return for Biogen Idec Inc. & Subsidiaries

3.5.3. 2006 Form 4626 Alternative Minimum Tax-Corporations for Biogen Idec Inc. & Subsidiaries

3.5.4. 2006 Form 851 Affiliations Schedule for Biogen Idec Inc.

3.5.5. 2006 Forms 1118 Foreign Tax Credit-Corporations for Biogen Idec Inc. & Subsidiaries

3.5.6. 2006 Form 1122 Authorization and Consent of Subsidiary Corporation To Be Included in a Consolidated Income Tax Return for Conforma Therapeutics Corporation

REDACTED

3.5.7. 2006 Form 2220 Underpayment of Estimated Tax by Corporations for Biogen Idec Inc. & Subsidiaries

3.5.8. 2006 Form 3800 General Business Credit for Biogen Idec Inc. & Subsidiaries

3.5.9. 2006 Form 4562 Depreciation and Amortization (Including Information on Listed Property) for Biogen Idec Inc. & Subsidiaries

3.5.10. 2006 Form 4797 Sale of Business Property for Biogen Idec Inc. & Subsidiaries

3.5.11. 2006 Forms 6765 Credit for Increasing Research Activities for Biogen Idec Inc. & Subsidiaries

3.5.12. 2006 Form 8275-R Regulation Disclosure Statement for Biogen Idec Inc. & Subsidiaries

3.5.13. 2006 Form 8820 Orphan Drug Credit for Biogen Idec Inc. & Subsidiaries

3.5.14. 2006 Form 8858 Information Return of U.S. Persons With Respect To Foreign Disregarded Entities for Biogen Idec MA Inc.

Biogen

Description

Idec

S&S

Public

3.5.15. 2006 Form 8883 Asset Allocation Statement Under Section 338 for Biogen Idec MA Inc.

3.5.16. 2006 Form 8903 Domestic Production Activities Deduction for Biogen Idec Inc. & Subsidiaries

3.5.17. 2006 Form 8913 Credit for Federal Telephone Excise Tax Paid for Biogen Idec Inc. & Subsidiaries

3.5.18. 2006 Forms 8916-A Reconciliation of Cost Goods Sold Reported on Schedule M-3 for Biogen Idec Inc.

3.5.19. 2006 Forms 926 Return by a U.S. Transferor of Property to a Foreign Corporation for Biogen Idec MA Inc.

3.5.20. Attachments to 2006 Tax Returns

3.5.21. 2006 Form 8865 Return of U.S. Persons With Respect to Certain Foreign Partnerships for Biogen Idec MA Inc.

REDACTED

3.6. Tax Returns 2005

3.6.1. 2005 Form 1120 U.S. Corporate Income Tax Return for Biogen Idec Inc. & Subsidiaries

3.6.2. 2005 Form 8453-C U.S. Corporation Income Tax Declaration for Biogen Idec Inc. & Subsidiaries

3.6.3. 2005 Form 851 Affiliations Schedule for Biogen Idec Inc. & Subsidiaries

3.6.4. 2005 Forms 1118 Foreign Tax Credit-Corporations for Biogen Idec Inc.

3.6.5. 2005 Form 2220 Underpayment of Estimated Tax by Corporations for Biogen Idec Inc.

3.6.6. 2005 Form 3800 General Business Credit for Biogen Idec Inc.

3.6.7. 2005 Form 4562 Depreciation and Amortization (Including Information on Listed Property) for Biogen Idec Inc.

Biogen

Description

Idec

S&S

Public

3.6.8. 2005 Form 4626 Alternative Minimum Tax-Corporations for Biogen Idec Inc.

3.6.9. 2005 Form 4797 Sale of Business Property for Biogen Idec Inc.

3.6.10. 2005 Form 6765 Credit for Increasing Research Activities for Biogen Idec Inc.

3.6.11. 2005 Form 8275-R Regulation Disclosure Statement for Biogen Idec Inc.

3.6.12. 2005 Form 8820 Orphan Drug Credit for Biogen Idec Inc.

3.6.13. 2005 Form 8827 Credit for Prior Year Minimum Tax-Corporations for Biogen Idec Inc.

3.6.14. 2005 Form 8858 Information Return of U.S. Persons With Respect To Foreign Disregarded Entities for Biogen Idec Inc. & Subsidiaries

3.6.15. 2005 Form 8895 One-Time Dividends Received Deduction for Certain Cash Dividends from Controlled Foreign Corporations for Biogen Idec Inc.

REDACTED

3.6.16. 2005 Form 8903 Domestic Production Activities Deduction for Biogen Idec Inc.

3.6.17. 2005 Form 926 Return by a U.S. Transferor of Property to a Foreign Corporation for Biogen Idec MA Inc.

3.6.18. 2005 Forms 8621 Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund for Biogen Idec MA Inc

3.6.19. Attachments to 2005 Tax Returns

3.7. Audit Related

3.7.1.

3.7.2.

Biogen

Description

Idec

S&S

Public

3.7.3.

3.7.4.

3.7.5.

3.7.6.

3.7.7.

3.7.8.

3.7.9.

4. Research and Development

REDACTED

4.1. R&D Day 2007 Presentation

4.2. Pipeline Products (Ongoing Studies, Preclinical and Clinical Data, Trials)

4.2.1. Oncology

4.2.2. Immunology and Autoimmune and Inflammatory Diseases

4.2.3. Neurology and Neurobiology

4.2.4. Emerging Therapeutic Areas

4.3. Budgets

Biogen

Description

Idec

S&S

Public

4.3.1. Oncology

4.3.2. Immunology and Autoimmune and Inflammatory Diseases

4.3.3. Neurology and Neurobiology

4.3.4. Emerging Therapeutic Areas

5. Intellectual Property

5.1. Summary of Key IP (Owned/Licensed)

5.1.1. List of Trademarks

REDACTED

5.1.2. Docket list of Patents

5.2. Patents — Applications, Approvals, Renewals

5.2.1.

5.3. License Agreements

5.3.1. J

5.3.2.

5.3.3.

5.3.4.


	Biogen
Description	Idec	S&S	Public
5.4.
6. Legal Regulatory and Compliance
6.1. Litigation (excluding IP)
6.1.1.
6.1.2.
6.1.3.
6.1.4.
6.1.5.		REDACTED
6.1.6.
6.1.7.
6.1.8.
6.1.9.
6.1.10
6.2. Regulatory and Compliance
6.2.1. Food and Drug Administration

Biogen

Description

Idec

S&S

Public

6.2.1.1. List of approved countries for commercial products

6.2.1.2. List of all U.S. wholesale and manufacturer licenses

6.2.1.3. Active state manufacturer, wholesaler distributor licenses held by BIIB or BIUS

6.2.1.4. US FDA Drug Establishment Registrations and US FDA License Number

6.2.1.5. US FDA and EU EMEA inspections that took place at the BIIB Cambridge and RTP sites within the period of January 1, 2003 to June 12, 2007

6.2.2. National Institutes of Health Guidelines for Research Involving Recombitant DNA

6.2.3. Securities and Exchange Commission

6.2.3.1.

6.2.3.2

6.2.3.3.

6.2.3.4

REDACTED

6.2.3.5.

6.2.3.6.

6.2.3.7.

6.2.3.8.

Biogen

Description

Idec

S&S

Public

6.2.3.9.

6.2.3.10.

6.2.3.11.

6.2.3.12.

6.2.4.

6.2.5. Medicaid Rebate Program

6.2.6. Environmental Health and Safety Information

6.2.6.1. Cambridge Public Health Department Recombinant DNA Users Permit

6.2.6.2. Massachusetts Department of Environmental Protection Air Emissions

Permits

REDACTED

6.2.6.3. Massachusetts Department of Public Health Radioactive Materials

License

6.2.6.4. Cambridge License Commission Flammable Materials Storage License

6.2.6.5. US Department of Justice Drug Enforcement Controlled Substance

License

6.2.6.6. Massachusetts Department of Public Health, Division of Food and

Drugs Controlled Substance License

6.2.6.7. Massachusetts Water Resources Authority Wastewater Discharge

Permits

6.2.6.8. Cambridge Public Health Department Recombinant DNA Users Permit


	Biogen
Description	Idec	S&S	Public
6.2.6.9.
6.2.6.10
6.2.6.11.
6.2.6.12.
6.2.6.13. BIIB Hillerod Licenses Inspection Documents and Certificates
6.2.6.14
6.2.6.15. RTP North Carolina Air Permit No.		REDACTED
6.2.6.16. RTP North Carolina Radioactive Materials License
6.2.6.17. Cary, North Carolina Industrial Discharge Pretreatment Permit Extension
6.2.6.18.
6.2.6.19.
6.2.6.20. RTP North Carolina Air Permit No.
6.2.6.21.
6.2.6.22.
6.2.6.23.


	Biogen
Description	Idec	S&S	Public
6.2.6.24.
6.2.6.25.
6.2.6.26.
6.2.6.27.
6.2.6.28.
6.2.6.29.
6.2.6.30.		REDACTED
6.2.6.31.
6.2.6.32.
6.2.6.33.
6.2.6.34.
6.2.6.35.
6.2.6.36.
6.2.6.37.
6.2.6.38.


	Biogen
Description	Idec	S&S	Public
6.2.6.39.
6.2.6.40.
6.2.6.41.
6.2.6.42.
6.2.6.43.		REDACTED
6.2.6.44.
6.2.6.45.
6.2.6.46.
6.2.6.47.
6.2.6.48.
6.2.7. Other Regulatory
6.2.7.1.
6.2.7.2.
6.2.7.3.
6.2.7.4.


	Biogen
Description	Idec	S&S	Public
6.2.7.5.
6.2.7.6.
6.2.7.7.
6.2.7.8.
6.2.7.9.	REDACTED
6.2.7.10.
6.2.7.11.
6.2.7.12.
6.2.7.13.
6.2.7.14.
6.2.7.15.
7. Human Resources
7.1. Organizational Charts and Headcount Summaries
7.1.1. Biogen Idec Inc. Executive Reporting Structure Chart, dated as of February 2, 2007
7.2. Headcount Summaries (costs by function: R&D, Sales & Marketing, Manufacturing, G&A)


	Biogen
Description	Idec	S&S	Public
7.3. Employment Agreements
7.3.1. Executive Agreements
7.3.1.1.
7.3.1.2.
7.3.1.3.
7.3.1.4.
7.3.1.5.		REDACTED
7.3.1.6.
7.3.1.7.
7.3.1.8.
7.3.1.9.
7.3.1.10.
7.3.1.11.
7.3.1.12.
7.3.2. Non-Executive Agreements (including Form Agreements)

Biogen

Description

Idec

S&S

Public

7.4. Plans

7.4.1. Summary Description of Biogen Idec Inc. 2005 Omnibus Equity Plan

7.4.2. Biogen Idec Inc. 2005 Omnibus Equity Plan with Amendment

7.4.3. Biogen Idec Inc. (Formerly Idec Pharmaceuticals Corporation) Amended and Restated 1995 Employee Stock Purchase Plan, dated as of April 6,2005

7.4.4. Biogen Idec Inc. Revised Plan Summary and Prospectus of Amended and Restated 1995 Employee Stock Purchase Plan, dated June 18, 2007

7.4.5. IDEC Pharmaceuticals Corporation 1993 Non-Employee Directors Stock Option Plan (amended and restated through February 19, 2003)

REDACTED

7.5. Schedules

7.5.1. Biogen Idec Inc. — Stock Option Summary Spreadsheet of Outstanding Shares

7.6. Benefit Plans (Health and Welfare, 401(k) and ERISA)

8. Real Property and Manufacturing

8.1. Summaries of Owned and Leased Real Property

8.1.1. Biogen Idec Inc. Real Estate Portfolio Report

8.1.2. Biogen Idec Inc. List of Leases and Subleases

8.2. Owned Real Property

8.3. Leases


	Biogen
Description	Idec	S&S	Public
8.3.1.
8.3.2.
8.3.3.
8.3.4.
8.3.5.		REDACTED
8.3.6.
8.3.7.
8.3.8.
8.3.9.
8.3.10.
8.3.11.
8.4. Manufacturing Facilities
8.4.1. ISO-Related
8.4.2. Hillerod, Denmark
9. Strategic Events


	Biogen
Description	Idec	S&S	Public
9.1 Summaries
9.1.1.
9.1.2.
9.2. 2003 Merger
9.2.1.
9.3. Conforma Acquisition		REDACTED
9.4. Fumapharm Acquisition
9.5. Syntonix
9.5.1.
10. Insurance & Risk Management
10.1.1. Summaries
10.1.1.1.
10.1.1.2.
10.1.1.3.
10.1.2. Insurance Polices

REDACTED

REDACTED

Pages redacted in their entirety omitted

Biogen Idec Calendar
Buyer Contact Summary (Oct / Nov 2007)

Sunday

Monday

Tuesday

Wednesday

Thursday

Friday

Saturday

22 October

REDACTED

Earnings Release

[TBD]: Buyer 1 Call

[TBD]: Buyer 3 Call

[TBD]

[TBD]: Buyer 2 Call

[TBD]: Buyer 4 Call

[TBD]: Buyer 6 Call

1 November

[TBD]: Buyer 7 Call

[TBD]: Buyer 9 Call

[TBD]: Buyer 11 Call

[TBD]: Buyer 8 Call

[TBD]: Buyer 10 Call

[TBD]: Buyer 12 Call

1 ^st Round Bids Due

Management

Presentation

Management

[Management

Thanksgiving

Presentation

Presentation]

Biogen Idec Calendar
Buyer 2 Hour Call Schedule


Date	Buyer	Time / Dial-In	Buyer Participants
Wednesday, October 24	1) Buyer	[Time & Dial-in TBD]	[TBD]

	2) Buyer	[Time & Dial-in TBD]	[TBD]

Thursday, October 25	3) Buyer	[Time & Dial-in TBD]	[TBD]

	4) Buyer	[Time & Dial-in TBD]	[TBD]

Friday, October 26	5)	[Time & Dial-in TBD]

			REDACTED

	6) Buyer	[Time & Dial-in TBD]	[TBD]

Monday, October 29	7) Buyer	[Time & Dial-in TBD]	[TBD]

	8) Buyer	[Time & Dial-in TBD]	[TBD]

Biogen Idec Calendar
Buyer 2 Hour Call Schedule (Cont’d)


Date	Buyer	Time / Dial-In	Buyer Participants
Tuesday, October 30	9) Buyer	[Time & Dial-in TBD]	[TBD]

	10) Buyer	[Time & Dial-in TBD]	[TBD]

Wednesday, October 31	11) Buyer	[Time & Dial-in TBD]	[TBD]

	12) Buyer	[Time & Dial-in TBD]	[TBD]

Biogen Idec
Discussion Materials

22-Oct-2007

Agenda

I.		Calendar and Work Stream Update

II.		Buyer Update

III.		Round I Two-hour Conference Calls

	•

	•

	•

IV.

Round II review

	•

	•

	•

•

REDACTED

	•

	•

	•

	•

	•

	•

Agenda 2

I. Calendar and Work Stream Update

Calendar and Work Stream Update 3

Calendar of Events
October & November 2007

Calendar of Events (Cont’d)
December 2007

Summary of Activities to Date

•		October 12, 2007: Public announcement of process

•		All identified buyers contacted and initial feedback on interest received

•		CA process nearing completion

•		Several conversations with Elan / Lehman Brothers

•		First round data room open and access granted as CA’s are signed

•		First round management presentation circulated

•		First round 2 hour calls starting October 24 ^th (currently being scheduled)

•		First round bids on November 6

Workstreams and Responsibilities


		Primary	Date Yet To be
Event		Responsibility	Scheduled?
•	1 ^st Round 2 Hour Calls

•	2 ^nd Round Data Room

•	Management Presentations
	— Finalize management presentation
	— Schedule presentation rehearsal
	— Logistics (hotels, conference rooms etc).

•	Initial Draft of Merger Agreements	REDACTED

•	Board Communication
	— Update on process
	— Review of 1st round bids
	— Review final bids
	— Approve transaction

•	Communication with Elan / Genentech

•	Reverse Due Diligence (if needed)

	REDACTED

II. Buyer Update

Buyer Summary


Stage		Parties
•	Contacted Parties
•	Sent CA’s to Parties
•	CA’s Under Active Negotiations	REDACTED
•	CA’s signed
•	Data Room access granted

Pages redacted in their entirety omitted

III. Round I — Two Hour Conference Calls

2 Hour Conference Call Schedule

REDACTED

2 Hour Conference Call Schedule (Cont’d)

REDACTED

Pages redacted in their entirety omitted

IV. Round II Review

Round II Review

•

Round II presentations scheduled for week of November 12th and 19th

•

To schedule presentation rehearsals

•		Break-out sessions post management presentation (schedule in following page)

•		Location of management presentations in Boston

•

Currently working on hotel logistics

•

Buyer diligence requests will come initially to the bankers

•

Diligence request log created for all requests (template in following pages)

List of Biogen Idec Attendees


	Name	Position	Mgt Presentation	Break-out

Management Presentation		President, CEO	ü
		President, R&D	ü
	REDACTED	EVP, Finance & CFO	ü	ü
		EVP, Legal, General Council	ü	ü
		EVP, Business Development	ü
		EVP, Human Resources	ü	ü
		EVP, Portfolio Strategy	ü	ü
Breakout Sessions
Commercial		EVP, Global Neurology
		EVP, Pharmaceutical Operations & Technology		ü
		EVP, Oncology/Rheumatology SBU		ü
		SVP, U.S. Neurology		ü
Pharmaceutical Operations		VP, Manufacturing		ü
		Chief Technical Officer, Technical Development		ü
		VP, Global Supply Chain		ü
		VP, Global Engineering		ü
R&D Neurology		SVP, Neurology Research & Development		ü
		VP, Chief Medical Officer		ü
		VP, Global Drug Safety & Risk Management		ü
R&D Immunology / Cardio		SVP, Immunology Research & Development		ü
		VP, Cardio & Emerging T&A		ü
R&D Oncology		EVP, Portfolio Strategy		ü
Finance		SVP, CAO, Corporate Controller	ü	ü
		VP, Treasury		ü
		Director, Finance		ü
		VP, Business Planning		ü
Human Resources		EVP, Human Resources	ü	ü
		VP, Compensation, Benefits & Systems		ü
		VP, Organization Effectiveness, Leadership Develop		ü
Legal / IP		EVP, Legal, General Council	ü	ü
		VP, Chief Corporation Council		ü
		VP, Legal		ü

Pages redacted in their entirety omitted

Management Presentation Contents

•

Introductions

•

Agenda showing sections, with names and titles of presenters

•

Company Overview

	•		Key company investment highlights

	•		Organization Charts

	•		3-5 pages overview slides

	•		Summary of 2007-2010 strategy goals

•

Commercial Business Overview

	•		Avonex

	•		Rituxan

	•		Tysabri

	•		Customer service capabilities

•

R&D

	•		Neurology

	•		Immunology

	•		Oncology

	•		New Specialty Markets

•

Process Capabilities and Operations

	•		Process Capabilities

	•		Manufacturing capabilities, capacity, flexibility

Management Presentation Contents (Cont’d)

•		Legal and Intellectual Property

•		Financial review

	•		Overview of systems and controls

	•		Historical Financials

	•		3-year historical financials

	•		Discussion of historical trends by line item (COGS, R&D, S&M, G&A)

•

Financial Projections

	•		Financial growth drivers

	•		2007-2017 financial projections with revenue by product

	•		Key assumptions underlying 2007-2017 forecasts

	•		Capex, working capital and other cash flow items

	•		R&D and SG&A standalone leverage assumptions

•

Resources

	•		HR headcount by function

	•		R&D resources (FTE’s by function, R&D expenses by category)

	•		S&M/G&A (FTE’s by function, expenses by category)

•

Conclusions

Pages redacted in their entirety omitted

Discussion Materials Prepared For:

Biogen Idec

Regarding Second Round Process

November 2, 2007

Strictly Confidential

Agenda

•		Overview of activities to date —

•		Overview of Round II of process —

	•		Draft presentation schedule

	•		REDACTED

	•		Participants

	•		Draft outline of management presentation

	•		Break-out session overview

	•		REDACTED

Summary of Activities to Date

•		October 12, 2007: Public announcement of process

•		All identified buyers contacted and initial feedback on interest received

•		CA process completed

•		First round data room open and access granted as CA’s are signed

•		First round 2 hour calls week of October 29 ^th

Round II Review

•

Round II presentations to be scheduled for week of the November 12th

	•		Management presentation rehearsal scheduled for November 12th

	•		Break-out sessions post management presentation

	•		Location: Hilton Boston Financial District, 89 Broad Street

•

Buyer diligence requests will come initially to the bankers

•

Diligence request log created for all requests

biogen idec

Round II Presentation Schedule


Management Presentation		8:00 am — 11:30 am
Q&A Period		11:30 am — 12:00 pm
Lunch		12:00 pm — 1:00 pm
Break-out Sessions		1:00 pm — 4:00 pm
*Break-out Session 1*
Neurology Commercial		1:00 pm — 2:30 pm
Oncology / RA Commercial		2:30 pm — 4:00 pm
*Break-out Session 2*
Pharmaceutical Operations		2:30 pm — 4:00 pm
*Break-out Session 3*
R&D Overview		1:00 pm — 3:30 pm
— Neurology
— Immunology / Cardio / Hemophilia
— Oncology
*Break-out Session 4*
Finance		1:00 pm — 3:00 pm
*Break-out Session 5*
Human Resources		1:00 pm — 2:00 pm
*Break-out Session 6*
Legal / IP		1:00 pm — 2:00 pm

biogen idec

Round II Participants


			Management		Preparation
	Name	Position	Presentation	Break-out	Point-Person

Management Presentation		President, CEO	ü
		President, R&D	ü
		EVP, Finance & CFO	ü	ü
		EVP, Legal, General Council	ü	ü
REDACTED		EVP, Business Development	ü
		EVP, Human Resources	ü	ü
		EVP, Portfolio Strategy	ü	ü
		EVP, Pharmaceutical Operations & Technology	ü	ü
		EVP, Oncology/Rheumatology SBU	ü	ü
		SVP, Neurology Research & Development	ü	ü
		SVP, Immunology Research & Development	ü	ü
Neurology Commercial		EVP, Global Neurology		ü
		EVP, Pharmaceutical Operations & Technology	ü	ü
		SVP, U.S. Neurology		ü
Oncology / RA Commercial		EVP, Oncology/Rheumatology SBU	ü	ü
Pharmaceutical Operations		VP, Manufacturing		ü
		EVP, Pharmaceutical Operations & Technology	ü	ü
		Chief Technical Officer, Technical Development		ü
		VP, Global Supply Chain		ü
		VP, Global Engineering		ü

Note: Bold denotes presenters.

biogen idec

Round II Participants (Cont’d)


			Management		Preparation
	Name	Position	Presentation	Break-out	Point-Person

R&D Neurology		SVP, Neurology Research & Development	ü	ü
	REDACTED	VP, Chief Medical Officer		ü
		VP, Global Drug Safety & Risk Management		ü
R&D Immunology / Cardio / Hemophilia		SVP, Immunology Research & Development	ü	ü
		VP, Cardio & Emerging T&A		ü
R&D Oncology		EVP, Portfolio Strategy	ü	ü
		VP, Oncology Medical Officer		ü
Finance		EVP, Finance & CFO	ü	ü
		SVP, CAO, Corporate Controller		ü
		VP, Treasury		ü
		Director, Finance		ü
		VP, Business Planning		ü
Human Resources		EVP, Human Resources	ü	ü
		VP, Compensation, Benefits & Systems		ü
		VP, Organization Effectiveness, Leadership Develop		ü
Legal / IP		EVP, Legal, General Counsel	ü	ü
		VP, Chief Corporation Counsel		ü
		VP, Chief IP Counsel		ü

Note: Bold denotes presenters.

Management Presentation Outline


Topic		Presenter
Introduction
Commercial Business Overview
Avonex
Tysabri
Commercial Capabilities — Neurology
Rituxan (Oncology / RA)		REDACTED
R&D
Neurology R&D
Immunology, Cardiovascular, and New Markets R&D
Oncology and Syntonix R&D
Process Science, Manufacturing & Facilities
Finance

Round II Break-out Session Overview


Participants	Time		Topic	Comments
*Session 1: Commercial*
		90	Neuro Commercial	REDACTED
		90	Onco / RA Commercial
*Session 2: Pharmaceutical Operations*
		90	Pharmaceutical Operations
*Session 3: Research and Development*
		50	R&D Neuro
		50	R&D Immuno / Cardio / Hemophilia
		50	R&D Oncology
*Session 4: Finance*
		120	Finance
*Session 5: Human Resources*
		60	HR
*Session 6: Legal*
		60	Legal

Pages redacted in their entirety omitted

DRAFT

Discussion Materials

November 4, 2007

Table of Contents

I. Overview

REDACTED

Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

I. Overview

Overview 1

Review of Developments

§		October 12, 2007: Public announcement of process

§		All identified buyers contacted and initial feedback on interest received

§		First round data room open and access granted

§		First round 2 hour calls completed

§		First round bids due November 6 ^th

§		Board call on November 8 ^th to review bids

§		Second round data room scheduled to be open November 9 ^th

Overview 2

Potential Scenario Analysis
First Round Bids

Scenario I

Scenario II

Scenario III

Attractive Bids

Inconclusive Bids

No Bids

Considerations

Signals strong interest in Bellona

Key issue: Do the bids warrant continuing the process?

Bidders could either not submit a bid or signal to bankers that bids would be below market price

Potential transaction value higher than standalone valuation range

How credible are bids?

Potential transaction value lower than standalone valuation range

How credible are bids?

Are bidders likely to bid at same level or go higher after further diligence?

Potential signals to buyer(s) by inviting into second round?

What level of approvals has been received?

How will investors react?

Next Steps

Review bids with Board

What level of approvals has been received?

Review bids with Board

Continue current process timeline

Review bids with Board

Publicly announce termination of process

Bidder(s) will be invited into the second round

If Board decides to continue, see current process timeline

“Plan B” strategy

If Board decides to terminate process, see Plan B

Bidder(s) will be invited into the second round

REDACTED

Overview 3

Calendar of Events
November 2007


Sunday	Monday	Tuesday	Wednesday	Thursday	Friday	Saturday
November
				1	2

	5	6	7	8	9
		1 ^st Round Bids Due		Board Call to review bids	Invite 2 ^nd round bidders Send draft agreements Open 2 ^nd rd data room

	12	13	14	15	16
	9:00 am: Management Presentation Rehearsal	Management Presentation (preferred)	Management Presentation (preferred)	Management Presentation	Management Presentation

	19	20	21	22	23
	Management Presentation Final Bid Process Letter	Management Presentation		Thanksgiving

	26	27	28	29	30

¬ Process Diligence Requests ®

Overview 4

Calendar of Events
December 2007


Sunday	Monday	Tuesday	Wednesday	Thursday	Friday	Saturday
December

	3	4	5	6	7
¬ Process Diligence Requests ®

	10	11	12	13	14	15
			Final Bids Due	Board Call to review
				bids (TBD)

16	17	18	19	20	21
Execute merger	Announce
agreements	Transaction

	24	25	26	27	28
			Deadline to submit
			proposals for inclusion
			in 2008 proxy

	31