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]

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[ ]  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)

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On  March  20, 2010, Biogen Idec Inc. ("Biogen") and certain entities affiliated
with  Carl C. Icahn (the "Icahn Entities") entered into an agreement dated March
20,  2010  (the "Agreement") pursuant to which Biogen agreed to appoint Dr. Eric
K. Rowinsky and Dr. Stephen A. Sherwin to its Board of Directors and include Dr.
Eric  K.  Rowinsky  and  Dr.  Stephen  A.  Sherwin  on its slate of nominees for
director  at  the  2010  Annual  Meeting. The Icahn Entities agreed, among other
things,  that they would vote their shares of common stock in Biogen at the 2010
Annual Meeting for Dr. Eric K. Rowinsky and Dr. Stephen A. Sherwin and up to two
additional  persons  being  nominated  by  the  Issuer,  and would not otherwise
solicit  proxies  in connection with the 2010 Annual Meeting. The Icahn Entities
agreed  to  withdraw  its letter, dated January 27, 2010 that provided notice to
Biogen of the nomination of certain individuals and certain proposed business in
connection  with  the  2010  Annual  Meeting.