April 14, 1995
Xx. Xxxxxxxxx Xxxxx
Professor Emeritus of Medicine
Cornell Medical College
The Rockefeller University
0000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Re: Renewal of Consultancy Agreement
Dear Xx. Xxxxx:
Your Consultancy Agreement with Biogen, Inc. dated April 1, 1991
(the "Agreement"), under which you serve as a member of the Scientific
Board of Biogen, expired on April 1, 1995. Biogen would like to renew
the Agreement on the following terms and conditions:
1. The renewal term shall be the three-year period commencing as of
April 1, 1995 and ending on April 1, 1998 (the "Renewal Term").
2. Schedule A of the Agreement shall be replaced in its entirety
with Schedule A attached to this letter.
3. All other terms and conditions of the Agreement shall apply with
full force and effect to your services as a member of the
Scientific Board of Biogen during the Renewal Term, and are
specifically incorporated by reference herein.
If you agree to renewal of the Agreement on the above terms,
please sign both copies of this letter and return one copy to the
attention of Xxxx Xxxxx Xxxx, Assistant General Counsel, Biogen, Inc.,
00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000.
BIOGEN, INC.
By: /s/ Xxxxx X. Xxxxxxx
Chairman of the Board and Chief
Executive Officer
AGREED TO AND ACCEPTED:
/s/ Xxxxxxxxx X. Xxxxx, M.D.
xxxx.xxxxxxxx.xxxxx0.xxx
Schedule A
Time Commitment
Consultant will devote a minimum of four hours per month to his
services under this Agreement and agrees to prepare for and
attend up to five meetings per year of the Scientific Board.
Payment
1. Fees
For services rendered under this Agreement, Consultant shall be
paid a $15,000 per year retainer, payable in equal quarterly
installments during the term of this Agreement, (ii) $1,500 per
day for attendance at Scientific Board meetings and (iii) $500
per day for time spent in the Company's laboratories.
2. Options
Subject to approval by the Stock and Option Plan Administration
Committee (the "Committee"), Consultant will, at the next
Committee meeting, be granted an option to purchase 15,000
shares of the Company's Common Stock. The option will vest over
three years (5,000 shares per year) and will be subject to the
terms of a stock option agreement to be executed by the Company
and Consultant. The option will be exercisable at a price equal
to the fair market value of the Company's Common Stock on the
date of grant.
