EXHIBIT 4.2
CUSIP 09062X 10 3
SEE REVERSE FOR CERTAIN DEFINITIONS
BIOGEN IDEC COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE
IN NEW YORK, NY, CANTON, MA
AND JERSEY CITY, NJ
NUMBER
BIOGEN IDEC INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT SHARES
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.0005 PAR VALUE, OF
BIOGEN IDEC INC.
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
COUNTERSIGNED AND REGISTERED:
EQUISERVE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR
BY: /s/ Stephen Cesso
AUTHORIZED SIGNATURE
Dated:
[CORPORATE SEAL]
/s/ Thomas J. Buckman /s/ James C. Mullen
SECRETARY CHIEF EXECUTIVE OFFICER AND PRESIDENT
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in an Amended and Restated Rights Agreement between
Biogen Idec Inc. (formerly IDEC Pharmaceuticals Corporation) (the "Company") and
Mellon Investor Service LLC (f/k/a ChaseMellon Shareholder Services LLC, the
"Rights Agent") originally dated as of July 22, 1997, and amended and restated
as of July 26, 2001 (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
offices of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights may be redeemed, may expire or may be evidenced by
separate certificates and will no longer be evidenced by this certificate. The
Company will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor. Under
certain circumstances, Rights "Beneficially Owned" by "Acquiring Persons" (as
such terms are defined in the Rights Agreement) or certain related parties, as
well as subsequent holders of such Rights, may become null and void.
The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants
in common UNIF GIFT MIN ACT -- .........Custodian.......
TEN ENT -- as tenants (Cust) (Minor)
by the entireties under Uniform Gifts to
JT TEN -- as joint tenants Minors Act...............
with right of (State)
surivivorship and UNIF TRF MIN ACT -- ..Custodian (until age..)
not as tenants in (Cust)
common
..under Uniform Transfers
(Minor)
to Minors Act............
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[___________________]
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _____________________
X ______________________________
X ______________________________
NOTICE : THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE
CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed
By _________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.