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
                               Alexander J. Denner
                               Richard C. Mulligan
                                 Thomas F. Deuel
                                 David Sidransky
                                    Mayu Sris
                                    Eric Ende
                                 Jeffrey Meckler
                                Icahn Partners LP
                          Icahn Partners Master Fund LP
                        Icahn Partners Master Fund II LP
                        Icahn Partners Master Fund III LP
                         High River Limited Partnership
                                 Barberry Corp.
                             Hopper Investments LLC
                                Icahn Offshore LP
                                Icahn Onshore LP
                                Icahn Capital LP
                                   IPH GP LLC
                         Icahn Enterprises Holdings L.P.
                           Icahn Enterprises G.P. Inc.
                                  Beckton Corp.
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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     On or about May 15, 2009, the  Participants  (as defined  below),  mailed a
letter to  stockholders  of Biogen Idec Inc.  The letter is  attached  hereto as
Exhibit I and is incorporated herein by reference.

SECURITY  HOLDERS ARE ADVISED TO READ THE PROXY  STATEMENT  AND OTHER  DOCUMENTS
RELATED TO THE  SOLICITATION  OF PROXIES BY CARL C. ICAHN,  ALEXANDER J. DENNER,
RICHARD C. MULLIGAN,  THOMAS F. DEUEL,  DAVID  SIDRANSKY,  MAYU SRIS, ERIC ENDE,
JEFFREY  MECKLER,  ICAHN  PARTNERS  LP,  ICAHN  PARTNERS  MASTER FUND LP,  ICAHN
PARTNERS  MASTER  FUND II LP,  ICAHN  PARTNERS  MASTER  FUND III LP,  HIGH RIVER
LIMITED PARTNERSHIP, BARBERRY CORP. , HOPPER INVESTMENTS LLC, ICAHN OFFSHORE LP,
ICAHN ONSHORE LP, ICAHN CAPITAL LP, IPH GP LLC, ICAHN ENTERPRISES  HOLDINGS L.P.
, ICAHN ENTERPRISES G.P. INC., BECKTON CORP. (COLLECTIVELY,  THE "PARTICIPANTS")
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 II HERETO.





                                                                       EXHIBIT I


May 15, 2009


Dear Biogen Idec Stockholder:

We believe  Biogen  Idec is a company  with  valuable  assets that has failed to
achieve its full potential.  The company faces several  challenges  including an
R&D organization that needs reinvigoration,  a key product that has ceded market
leadership  and market  share,  and a cost  structure  that  needs  examination.
Additionally,  the board needs to evaluate the possibility of separating  assets
in order to enhance value.  Biogen Idec's ability to successfully  address these
and other challenges would improve from the fresh perspective of our experienced
and qualified  director nominees who helped create  substantial value at ImClone
Systems.

We believe leadership has failed on many fronts:

     o    The Biogen - IDEC merger created little equity value
     o    Five year stock performance has trailed peer group
     o    Avonex has lost US multiple sclerosis market leadership
     o    Biogen Idec has failed to manage the Avonex product lifecycle
     o    TYSABRI is not achieving management's goals
     o    Research and development productivity is the worst in the peer group
     o    Product pipeline has failed to show meaningful progress
     o    Biogen Idec has launched no new drugs since 2004
     o    In the past five years, there have been few in-licensing deals

Recall,  that in  2003,  CEO Jim  Mullen  claimed  that the  Biogen-IDEC  merger
established a "biotechnology leader" that would "create sustainable  shareholder
value beyond what either  company could achieve  separately."  We do not believe
this has  occurred.  Rather than creating  sustainable  shareholder  value,  the
company  has  lost  its  US  market  leadership  in  MS - the  most  significant
therapeutic  area  for the  company.  While  other  companies  are  discovering,
licensing and developing new,  innovative  drugs,  Biogen Idec has  accomplished
little in acquiring  new  compounds or advancing  their  product  pipeline.  The
company has not launched a new product since 2004!

Biogen Idec currently faces a host of challenges.  They include reinvigorating a
stagnant research and development  organization  with a view towards  optimizing
the  pipeline.  Avonex  continues  to lose  share in the US  multiple  sclerosis
market.  The cost structure  needs  examination  as the company's  profitability
excluding  Rituxan lags the peer group.  Biogen Idec's  ability to  successfully
address these and other challenges  would improve from the fresh  perspective of
our  experienced  and qualified  director  nominees.  Our  experienced  director
nominees  successfully helped effect change at ImClone Systems which resulted in
substantial  value  creation.  We believe the ImClone and Biogen Idec situations
are  analogous and drawing upon our ImClone  experience  will benefit all Biogen
Idec stockholders.

Our four  nominees  were a driving  force in the board  making  the much  needed
changes  at  ImClone.  Specifically,  the  board  recharged  partner  relations,
optimized the cost structure,  rebuilt the product pipeline, settled litigation,
and improved the culture. Our board initiated dialogue and led negotiations with
ImClone's  main  partner,   Bristol-Myers  Squibb,  ultimately  leading  to  new
agreement  that  expanded  Erbitux's  development  with  no  change  to  ImClone
economics.  Our board reallocated costs, shifting SG&A spending by expanding the
sales force for tactical reasons while reducing overhead costs,  contributing to
margin  expansion and substantial  free cash flow growth.  Our board rebuilt the
product pipeline after conducting an extensive  top-down review of the pipeline.
Our  board  significantly   increased  investments  in  particularly   promising
candidates  while  cancelling  programs where the return on investment was poor.
Our board settled litigation, removing a substantial overhang from the valuation
of  ImClone.  Lastly,  our  board  took  steps to  institute  a new  culture  by
establishing a new strategic direction and commitment for the company.

We believe our director nominees' successful experience at ImClone could be very
helpful to the Biogen  Idec  board.  In  addition  to drawing  upon our  ImClone
experience in the previously  mentioned  areas,  as Biogen Idec board members we
would study whether separating assets into  neurology-focused and cancer-focused
companies will enhance value.

In summary,  we believe current Biogen Idec leadership has failed to achieve the
company's  full  potential.  The quality of board and  management are especially
crucial  today.  Electing our qualified  and  experienced  directors  could help
maximize shareholder value.

Regards,


Alex Denner, Ph.D.                                       Richard Mulligan, Ph.D.
Thomas Deuel, M.D.                                       David Sidransky, M.D.





                                                                      EXHIBIT II

                                  PARTICIPANTS

     The participants in the solicitation of proxies (the  "Participants")  from
stockholders  of Biogen Idec Inc.  ("Biogen" or the  "Corporation")  include the
following:  Mr. Carl C. Icahn, 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
Enterprises  Holdings"),  IPH GP  LLC,  a  Delaware  limited  liability  company
("IPH"),  Icahn Capital LP, a Delaware limited  partnership  ("Icahn  Capital"),
Icahn  Onshore  LP, a Delaware  limited  partnership  ("Icahn  Onshore"),  Icahn
Offshore LP, a Delaware limited partnership ("Icahn Offshore"), Dr. Alexander J.
Denner, Dr. Richard C. Mulligan, Dr. Thomas Deuel, Dr. David Sidransky, Mr. Mayu
Sris, Dr. Eric Ende and Mr. Jeffrey Meckler.

     The  address  of  Icahn  Partners,  High  River,  Barberry,  Hopper,  Icahn
Enterprises GP, Icahn Enterprises Holdings,  Beckton, 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. Mr. Icahn's, Dr. Denner's, Mr. Sris',
Dr. Ende's and Mr. Meckler's business address is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, NY 10153. Dr. Mulligan's business address is
Harvard Gene Therapy  Initiative,  Harvard Institutes of Medicine,  Suite 407, 4
Blackfan Circle,  Boston,  MA 02115. Dr. Deuel's business address is The Scripps
Research Institute,  MEM 268, 10550 North Torrey Pines Road, La Jolla, CA 92037.
Dr.  Sidransky's  business address is Johns Hopkins University - Cancer Research
Building II, 1550 Orleans Street, Suite 503, Baltimore, MD 21231.

     Icahn  Partners,  Icahn Master,  Icahn Master II, Icahn Master III and High
River (collectively,  the "Icahn Parties") are entities controlled by Mr. Icahn.
Dr.  Denner and Mr. Sris.  are  employees  and/or  officers and directors of the
Icahn  Parties and various other  entities  controlled by Mr. Icahn who may also
participate  in soliciting  proxies from Biogen  Stockholders.  Dr. Ende and Mr.
Meckler are consultants  hired by the Icahn Parties.  Dr. Denner,  Mr. Sris, Dr.
Ende and Mr.  Meckler do not own  beneficially  any  interest in  securities  of
Biogen. Neither Dr. Denner nor Mr. Sris will receive any special compensation in
connection with the  solicitation of proxies.  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.  Generally,  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. Dr. Ende and
Mr. Meckler are independent consultants retained by the Icahn Parties to solicit
proxies and provide  consulting  services  relating  to this  solicitation,  and
another  solicitation  of  proxies  by the  Icahn  Parties,  as well as  general
consulting services relating to other investments by the Icahn Parties. Assuming
the  Annual  Meeting  of Biogen and the  annual  meeting  relating  to the other
solicitation  are  each  held  in May  and  further  assuming  each  contest  is
successful, the consulting agreements referenced herein may provide for payments
to Dr. Ende and Mr. Meckler of up to approximately $325,000 in the aggregate.

     None of Dr.  Richard C. Mulligan,  Dr. Thomas Deuel or Dr. David  Sidransky
own beneficially  any interest in the securities of Biogen.  Each of Dr. Richard
C.  Mulligan,  Dr. Thomas Deuel and Dr. David  Sidransky 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. Richard C. Mulligan,  Dr. Thomas Deuel
and Dr.  David  Sidransky  and the Icahn  Parties,  pursuant  to which the Icahn
Parties have agreed to pay each of Dr. Richard C. Mulligan, Dr. Thomas Deuel and
Dr. David Sidransky 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 May 14, 2009,  the Icahn Parties
may be 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  5.57% of the  Corporation's  outstanding  Shares  (based upon the
288,541,467  Shares  stated  to be  outstanding  as of  April  6,  2009  by  the
Corporation in the  Corporation's  Proxy Statement filed with the Securities and
Exchange Commission on April 27, 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 Enterprises 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 Enterprises 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
Enterprises  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 Enterprises
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 beneficially own the Shares which High River directly
beneficially owns. Each of Icahn Onshore,  Icahn Capital, IPH, Icahn Enterprises
Holdings,  Icahn  Enterprises  GP,  Beckton  and Mr.  Icahn,  by virtue of their
relationships to Icahn Partners, are deemed to beneficially own the Shares which
Icahn  Partners  directly  beneficially  owns.  Each of  Icahn  Offshore,  Icahn
Capital, IPH, Icahn Enterprises 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 beneficially  own the Shares which Icahn Master,
Icahn Master II and Icahn Master III directly beneficially own.