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 ss. 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. RICHARD C. MULLIGAN
                              DR. DAVID SIDRANSKY
                               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.

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    4) Date Filed:





     On February 5 and 6, 2009, entities affiliated with Mr. Icahn delivered the
"Stockholders'  Notice of  Nomination  of Persons for Election as Directors  and
Other  Proposed  Business at the 2009 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. Alexander J. Denner,  Dr. Richard C. Mulligan,  Dr. Thomas F. Deuel
and Dr. David  Sidransky for election to the Board of Directors of the Issuer at
the 2009 annual  meeting of  stockholders;  (ii) to propose a resolution  to the
stockholders  of the Issuer whereby the  stockholders  request that the Board of
Directors  of the Issuer  promptly  initiate  and  complete  the  necessary  and
appropriate process so that the stockholders of the Issuer can choose whether to
change the Issuer's  jurisdiction of incorporation from Delaware to North Dakota
and to become subject to the North Dakota Publicly Traded  Corporations Act; and
(iii) 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. RICHARD C. MULLIGAN, DR. DAVID SIDRANSKY,  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. David Sidransky and
Professor Richard C. Mulligan.

     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.
Sidransky  is Johns  Hopkins  University  - Cancer  Research  Building  II, 1550
Orleans  Street,  Suite  503,  Baltimore,  MD 21231.  The  business  address  of
Professor  Mulligan is Harvard  GeneTherapy  Initiative,  Harvard  Institutes of
Medicine, Suite 407, 4 Blackfan Circle, Boston, MA 02115.

     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.  Sidransky,  nor Dr. Mulligan own  beneficially any
interest in the securities of Biogen.  Each of Dr. Deuel,  Dr. Sidransky and Dr.
Mulligan have an interest in the election of directors at the Biogen 2009 Annual
Meeting of Stockholders pursuant to a Nominee Agreement among each of Dr. Deuel,
Dr.  Sidransky and Dr.  Mulligan,  and the Icahn Parties,  pursuant to which the
Icahn  Parties  have  agreed to pay each of Dr.  Deuel,  Dr.  Sidransky  and Dr.
Mulligan a fee of $25,000 under  circumstances  further described in the Nominee
Agreement.

     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  February  5,  2009,  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 5.51% of the Corporation's outstanding Shares (based
upon the  291,752,825  Shares stated to be outstanding as of October 16, 2008 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,
2008.)

     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.