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


Filed by the Registrant                     [ ]

Filed by a Party other than the Registrant  [x]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[X]  Soliciting Material Pursuant to 240.14a-12

                                Biogen Idec Inc.

                (Name of Registrant as Specified In Its Charter)

                                 CARL C. ICAHN
                            DR. ALEXANDER J. DENNER
                              DR. THOMAS F. DEUEL
                               DR. ERIC ROWINSKY
                            PROFESSOR RICHARD YOUNG
                               ICAHN PARTNERS LP
                         ICAHN PARTNERS MASTER FUND LP
                        ICAHN PARTNERS MASTER FUND II LP
                       ICAHN PARTNERS MASTER FUND III LP
                          ICAHN ENTERPRISES G.P. INC.
                        ICAHN ENTERPRISES HOLDINGS L.P.
                                   IPH GP LLC
                               ICAHN CAPITAL L.P.
                                ICAHN ONSHORE LP
                               ICAHN OFFSHORE LP
                                 BECKTON CORP.
                         HIGH RIVER LIMITED PARTNERSHIP
                             HOPPER INVESTMENTS LLC
                                 BARBERRY CORP.
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

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

     2)   Aggregate  number  of  securities  to  which  transaction  applies:

     3)   Per unit  price  or  other  underlying  value  of transaction computed
          pursuant  to Exchange Act Rule 0-11 (set forth the amount on which the
          filing  fee  is  calculated  and  state  how  it  was  determined):

     4)   Proposed  maximum  aggregate  value  of  transaction:

     5)   Total  fee  paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check  box  if  any part of the fee is offset as provided by Exchange Act
    Rule  0-11(a)(2)  and  identify the filing for which the offsetting fee was
    paid  previously.  Identify  the  previous filing by registration statement
    number,  or  the  Form  or  Schedule  and  the  date  of  its  filing.

     1)   Amount  Previously  Paid:

     2)   Form,  Schedule  or  Registration  Statement  No.:

     3)   Filing  Party:

     4)   Date  Filed:




     On  January  27,  2010,  entities  affiliated  with Mr. Icahn delivered the
"Stockholders'  Notice  of  Nomination  of Persons for Election as Directors and
Other  Proposed  Business  at  the 2010 Annual Meeting of Stockholders of Biogen
Idec Inc." (the "Notice"). Such Notice states the intention of High River, Icahn
Partners,  Icahn  Master,  Icahn  Master II and Icahn Master III: (i) to seek to
nominate  Dr. Eric Rowinsky, Professor Richard Young and Dr. Thomas F. Deuel for
election  to  the Board of Directors of the Issuer at the 2010 annual meeting of
stockholders;  and  (ii)  to  propose  certain amendments to the Issuer's Second
Amended  and Restated Bylaws that would limit the size of the Board of Directors
to  thirteen.


SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO  THE  SOLICITATION  OF  PROXIES  BY  CARL C. ICAHN, DR. ALEXANDER J.
DENNER,  DR.  THOMAS  F. DEUEL, DR. ERIC ROWINSKY, PROFESSOR RICHARD YOUNG, HIGH
RIVER  LIMITED  PARTNERSHIP,  HOPPER  INVESTMENTS  LLC,  BARBERRY  CORP.,  ICAHN
PARTNERS  LP,  ICAHN  PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP,
ICAHN  PARTNERS  MASTER  FUND  III  LP,  ICAHN  ENTERPRISES  G.P.  INC.,  ICAHN
ENTERPRISES  HOLDINGS  L.P.,  IPH  GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP,
ICAHN  OFFSHORE  LP,  BECKTON  CORP., AND CERTAIN OF THEIR RESPECTIVE AFFILIATES
FROM  THE  STOCKHOLDERS  OF BIOGEN IDEC INC., FOR USE AT ITS ANNUAL MEETING WHEN
AND  IF  THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING  INFORMATION  RELATING  TO  THE  PARTICIPANTS  IN  ANY  SUCH  PROXY
SOLICITATION.  WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF
PROXY  WILL  BE  AVAILABLE  TO  STOCKHOLDERS  OF  BIOGEN  IDEC  INC.  FROM  THE
PARTICIPANTS  AT  NO  CHARGE  AND  WILL  ALSO  BE  AVAILABLE AT NO CHARGE AT THE
SECURITIES  AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION
RELATING  TO  THE PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN
EXHIBIT  I  HERETO.




                                                                       EXHIBIT I
                                                                       ---------

                                  PARTICIPANTS

     The  participants  in  the  potential  solicitation  of  proxies  (the
"Participants")  from  stockholders  of  Biogen  Idec  Inc.  ("Biogen"  or  the
"Corporation")  may include the following: Icahn Partners LP, a Delaware limited
partnership  ("Icahn Partners"), Icahn Partners Master Fund LP, a Cayman Islands
limited partnership ("Icahn Master"), Icahn Partners Master Fund II LP, a Cayman
Islands  limited partnership ("Icahn Master II"), Icahn Partners Master Fund III
LP,  a  Cayman  Islands  limited  partnership  ("Icahn  Master III"), High River
Limited  Partnership,  a  Delaware  limited partnership ("High River"), Barberry
Corp.,  a  Delaware corporation ("Barberry"), Hopper Investments LLC, a Delaware
limited  liability  company  ("Hopper"),  Beckton  Corp., a Delaware corporation
("Beckton"),  Icahn  Enterprises  G.P.  Inc.,  a  Delaware  corporation  ("Icahn
Enterprises  GP"),  Icahn  Enterprises  Holdings  L.P.,  a  Delaware  limited
partnership ("Icahn Holdings"), IPH GP LLC, a Delaware limited liability company
("IPH"),  Icahn  Capital L.P., a Delaware limited partnership ("Icahn Capital"),
Icahn  Onshore  LP,  a  Delaware  limited  partnership  ("Icahn Onshore"), Icahn
Offshore  LP,  a  Delaware  limited  partnership ("Icahn Offshore"), Mr. Carl C.
Icahn,  Dr.  Alexander  J.  Denner,  Dr.  Thomas F. Deuel, Dr. Eric Rowinsky and
Professor  Richard  Young.

The  address  of  Icahn  Partners,  High River, Barberry, Hopper, Beckton, Icahn
Enterprises  GP,  Icahn  Holdings,  IPH,  Icahn Capital, Icahn Onshore and Icahn
Offshore  is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains,
NY  10601.  The address of Icahn Master, Icahn Master II and Icahn Master III is
c/o  Walkers  SPV  Limited,  P.O.  Box 908GT, 87 Mary Street, George Town, Grand
Cayman,  Cayman Islands. The business address of Mr. Icahn and Dr. Denner is c/o
Icahn  Associates  Corp.,  767 Fifth Avenue, 47th Floor, New York, NY 10153. The
business  address of Dr. Deuel is The Scripps Research Institute, MEM 268, 10550
North  Torrey  Pines  Road,  La  Jolla,  CA  92014.  The business address of Dr.
Rowinsky  is  5 Robin Road, Warren, NJ 07059. The business address for Professor
Young  is  Whitehead  Institute  for Biomedical Research, Nine Cambridge Center,
Cambridge,  MA  02142.

     Icahn  Partners,  Icahn  Master, Icahn Master II, Icahn Master III and High
River  (collectively,  the  "Icahn  Parties") are entities controlled by Carl C.
Icahn.  Dr.  Denner  is  an  employee  and/or  officer and director of the Icahn
Parties  and  various  other  entities  controlled  by  Mr.  Icahn  who may also
participate  in soliciting proxies from Biogen stockholders. Dr. Denner does not
own  beneficially any interest in securities of Biogen, and will not receive any
special  compensation  in  connection with such solicitation. In connection with
his  employment  by  Mr.  Icahn  and his affiliated companies, Dr. Denner, among
other employees, has a participatory interest in the profits and fees derived by
Mr.  Icahn  and/or  his  affiliated  entities from Icahn Partners, Icahn Master,
Icahn Master II and Icahn Master III (collectively, the "Funds"). Because only a
portion  of  such  profit  interests  are distributed and because of their other
investments  in the Funds, Dr. Denner also has capital accounts in the Funds. In
the  aggregate:  Dr. Denner's profit interests and capital accounts in the Funds
entitle  him  to  less  than  2%  of  the  profits  generated  by  the  Funds.

     None  of  Dr.  Deuel, Dr. Rowinsky nor Professor Young own beneficially any
interest  in  the  securities  of  Biogen.  Each  of Dr. Deuel, Dr. Rowinsky and
Professor Young have an interest in the election of directors at the Biogen 2010
Annual Meeting of Stockholders pursuant to a Nominee Agreement among each of Dr.
Deuel,  Dr.  Rowinsky  and  Professor  Young, and the Icahn Parties, pursuant to
which  the  Icahn Parties have agreed to pay each of Dr. Deuel, Dr. Rowinsky and
Professor  Young  a  fee  of  $25,000.

     Barberry is the sole member of Hopper, which is the general partner of High
River.  Beckton  is  the  sole stockholder of Icahn Enterprises GP, which is the
general  partner  of  Icahn  Holdings. Icahn Holdings is the sole member of IPH,
which  is  the  general  partner  of Icahn Capital. Icahn Capital is the general
partner  of  each  of  Icahn Onshore LP and Icahn Offshore. Icahn Onshore is the
general partner of Icahn Partners. Icahn Offshore is the general partner of each
of  Icahn  Master,  Icahn  Master  II and Icahn Master III. Each of Barberry and
Beckton  is  100  percent  owned  by  Carl  C. Icahn. As such, Mr. Icahn is in a
position  indirectly  to  determine  the investment and voting decisions made by
each  of  the  Icahn  Parties.

     As  of  5:00  p.m.  Eastern  Standard  Time  on January 27, 2010, the Icahn
Parties  are  deemed to beneficially own, in the aggregate, 16,075,256 shares of
common  stock,  par  value  $.0005  per  share, issued by Biogen (the "Shares"),
representing  approximately 5.56% of the Corporation's outstanding Shares (based
upon  the  289,198,517 Shares stated to be outstanding as of October 14, 2009 by
the  Corporation  in  the Corporation's Quarterly Report filed on Form 10-Q with
the  Securities  and  Exchange  Commission  for  the quarter ended September 30,
2009.)

     High  River has sole voting power and sole dispositive power with regard to
3,215,051 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. Icahn Partners has sole
voting power and sole dispositive power with regard to 4,532,847 Shares. Each of
Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton
and  Mr.  Icahn has shared voting power and shared dispositive power with regard
to  such  Shares.  Icahn Master has sole voting power and sole dispositive power
with  regard  to  5,888,807  Shares. Each of Icahn Offshore, Icahn Capital, IPH,
Icahn  Holdings,  Icahn  Enterprises GP, Beckton and Mr. Icahn has shared voting
power  and  shared dispositive power with regard to such Shares. Icahn Master II
has  sole  voting  power  and  sole  dispositive  power with regard to 1,761,077
Shares.  Each  of  Icahn  Offshore,  Icahn  Capital,  IPH, Icahn Holdings, Icahn
Enterprises  GP,  Beckton  and  Mr.  Icahn  has  shared  voting power and shared
dispositive  power  with regard to such Shares. Icahn Master III has sole voting
power  and  sole  dispositive power with regard to 677,474 Shares. Each of Icahn
Offshore,  Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and
Mr.  Icahn  has  shared voting power and shared dispositive power with regard to
such  Shares.

     Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High  River,  are  deemed  to  indirectly beneficially own the Shares which High
River  directly  beneficially  owns.  Each of Icahn Onshore, Icahn Capital, IPH,
Icahn  Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their
relationships  to  Icahn Partners, are deemed to indirectly beneficially own the
Shares  which Icahn Partners directly beneficially owns. Each of Icahn Offshore,
Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn,
by  virtue  of  their  relationships  to Icahn Master, Icahn Master II and Icahn
Master  III,  are  deemed  to indirectly beneficially own the Shares which Icahn
Master,  Icahn  Master  II  and  Icahn  Master  III  directly  beneficially own.