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92
PART III
Item 10. Directors, Executive Officers
and Corporate Governance
The information concerning our executive
officers is set forth under the heading “Our Executive
Officers” in Item 1 of this report. The text of our code
of business conduct, which includes the code of
ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer
or controller, and persons performing similar
functions, is posted on our website, www.biogen.com,
under the “Governance” subsection of the “About Us”
section of the site. We intend to make all required
disclosures regarding any amendments to, or waivers
from, provisions of our code of business conduct at
the same location of our website.
The response to the remainder of this item is
incorporated by reference from the discussion
responsive thereto in the sections entitled
“Proposal 1 - Election of Directors,” “Corporate
Governance at Biogen,” “Stock Ownership -
Section 16(a) Beneficial Ownership Reporting
Compliance” and “Miscellaneous - Stockholder
Proposals” contained in the proxy statement for our
2018 annual meeting of stockholders.
Item 11. Executive Compensation
The response to this item is incorporated by
reference from the discussion responsive thereto in
the sections entitled “Executive Compensation
Matters” and “Corporate Governance at Biogen”
contained in the proxy statement for our 2018 annual
meeting of stockholders.
Item 12. Security Ownership of Certain
Beneficial Owners and Management and
Related Stockholder Matters
The response to this item is incorporated by
reference from the discussion responsive thereto in
the sections entitled “Stock Ownership” and “Equity
Compensation Plan Information” contained in the proxy
statement for our 2018 annual meeting of
stockholders.
Item 13. Certain Relationships and
Related Transactions, and Director
Independence
The response to this item is incorporated by
reference from the discussion responsive thereto in
the sections entitled “Certain Relationships and
Related Person Transactions” and “Corporate
Governance at Biogen” contained in the proxy
statement for our 2018 annual meeting of
stockholders.
Item 14. Principal Accounting Fees and
Services
The response to this item is incorporated by
reference from the discussion responsive thereto in
the section entitled “Proposal 2 — Ratification of the
Selection of our Independent Registered Public
Accounting Firm” contained in the proxy statement for
our 2018 annual meeting of stockholders.
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93
PART IV
Item 15.
Exhibits and Financial Statement Schedules
a. (1) Consolidated Financial Statements:
The following financial statements are filed as part of this report:
Financial Statements
Page Number
Consolidated Statements of Income
F-2
Consolidated Statements of Comprehensive Income
F-3
Consolidated Balance Sheets
F-4
Consolidated Statements of Cash Flows
F-5
Consolidated Statements of Equity
F-6
Notes to Consolidated Financial Statements
F-9
Report of Independent Registered Public Accounting Firm
F-77
Certain totals may not sum due to rounding.
(2) Exhibits
The exhibits listed on the Exhibit Index beginning on page 94, which is incorporated herein by reference, are
filed or furnished as part of this report or are incorporated into this report by reference.
(3) Financial Statement Schedules
Schedules are omitted because they are not applicable, or are not required, or because the information is
included in the consolidated financial statements and notes thereto.
Item 16.
Form 10-K Summary
Not applicable.
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94
EXHIBIT INDEX
Exhibit No.
Description
2.1†
Asset Purchase Agreement among Biogen Idec International Holding Ltd., Elan Pharma
International Limited and Elan Pharmaceuticals, Inc., dated as of February 5, 2013. Filed
as Exhibit 2.1 to our Current Report on Form 8-K/A filed on February 12, 2013.
2.2
Separation Agreement between Biogen Inc. and Bioverativ Inc. dated as of January 31,
2017. Filed as Exhibit 2.1 to our Current Report on Form 8-K filed on February 2, 2017.
3.1
Amended and Restated Certificate of Incorporation, as amended. Filed as Exhibit 3.1 to
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
3.2
Certificate of Amendment to the Certificate of Incorporation. Filed as Exhibit 3.1 to our
Current Report on Form 8-K filed on March 27, 2015.
3.3
Fourth Amended and Restated Bylaws. Filed as Exhibit 3.1 to our Current Report on Form
8-K filed on June 9, 2017.
4.1
Reference is made to Exhibit 3.1 for a description of the rights, preferences and privileges
of our Series A Preferred Stock and Series X Junior Participating Preferred Stock.
4.2
Indenture between Biogen Inc. and U.S. Bank National Association, dated as of September
15, 2015. Filed as Exhibit 4.1 to our Current Report on Form 8-K filed on September 16,
2015.
4.3
First Supplemental Indenture between Biogen Inc. and U.S. Bank National Association,
dated September 15, 2015. Filed as Exhibit 4.2 to our Current Report on Form 8-K filed
on September 16, 2015.
10.1
Credit Agreement between Biogen Inc., Bank of America, N.A., Goldman Sachs Bank USA
and other lenders party thereto, dated August 28, 2015. Filed as Exhibit 10.1 to our Current
Report on Form 8-K filed on September 1, 2015.
10.2†
Second Amended and Restated Collaboration Agreement between Biogen Idec Inc. and
Genentech, Inc., dated as of October 18, 2010. Filed as Exhibit 10.5 to our Annual Report
on Form 10-K for the year ended December 31, 2010.
10.3†
Letter Agreement regarding GA101 financial terms between Biogen Idec Inc. and
Genentech, Inc., dated October 18, 2010. Filed as Exhibit 10.6 to our Annual Report on
Form 10-K for the year ended December 31, 2010.
10.4
Settlement and License Agreement, dated January 17, 2017, between Biogen Swiss
Manufacturing GmbH, Biogen International Holdings ltd., Forward Pharma A/S and other
parties thereto. Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February
1, 2017.
10.5*
Biogen Inc. 2017 Omnibus Equity Plan. Filed as Appendix B to our Definitive Proxy Statement
on Schedule 14A filed on April 26, 2017.
10.6*
Form of restricted stock unit award agreement under the Biogen Inc. 2017 Omnibus Equity
Plan. Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017.
10.7*
Form of market stock unit award agreement under the Biogen Inc. 2017 Omnibus Equity
Plan. Filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017.
10.8*
Form of performance unit award agreement under the Biogen Inc. 2017 Omnibus Equity
Plan. Filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017.
10.9*
Form of cash-settled performance unit award agreement under the Biogen Inc. 2017
Omnibus Equity Plan. Filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2017.
10.10*+
Form of performance stock units award agreement (cash-settled) under the Biogen Inc.
2017 Omnibus Equity Plan.
10.11*+
Form of performance stock units award agreement under the Biogen Inc. 2017 Omnibus
Equity Plan.
10.12*
Biogen Idec Inc. 2008 Amended and Restated Omnibus Equity Plan. Filed as Exhibit 10.1
to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
10.13*
Form of performance unit award agreement under the Biogen Idec Inc. 2008 Omnibus
Equity Plan. Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2014.
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