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Biogen Savings Plan

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Exhibit 4.5


BIOGEN SAVINGS PLAN


As amended and restated by the
Eighth Amendment


2


BIOGEN SAVINGS PLAN


Table of Contents


Page
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ARTICLE 1
INTRODUCTION.............................. 1
1.1 Establishment of Plan.......................................... 1
1.2 Compliance with Code and ERISA................................. 1
1.3 Exclusive Benefit of Participants.............................. 1
1.4 Limitation on Rights Created By Plan........................... 1
1.5 Application of Plan's Terms.................................... 1
1.6 Benefits Not Guaranteed........................................ 1


ARTICLE 2
DEFINITIONS.............................. 1
2.1 Applicable compensation........................................ 1
2.2 Beneficiary.................................................... 2
2.3 Biogen......................................................... 2
2.4 Code........................................................... 2
2.5 Employee....................................................... 2
2.6 Employer....................................................... 2
2.7 ERISA.......................................................... 2
2.8 Participant.................................................... 2
2.9 Plan........................................................... 2
2.10 Plan administrator............................................. 2
2.11 Plan year...................................................... 2
2.12 Trust agreement................................................ 2
2.13 Trust fund..................................................... 2
2.14 Trustee........................................................ 2


ARTICLE 3
PLAN SERVICE.............................. 2
3.1 Plan Service................................................... 2
3.2 Employment Defined............................................. 3
3.3 Service with Affiliated Companies.............................. 3
3.4 Affiliated Company Defined..................................... 3


ARTICLE 4
PARTICIPATION............................. 3
4.1 Eligible Class................................................. 3
4.2 Participation.................................................. 4
4.3 End of Participation........................................... 4
4.4 Reentry of Former Active Participant........................... 4


ARTICLE 5
SAVINGS DEPOSITS BY PARTICIPANTS.................... 4


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5.1 Savings Deposits............................................... 4
5.2 401(k) Limits.................................................. 5
5.3 Changes in Savings Deposits.................................... 7
5.4 Collection of Savings Deposits. ............................... 7
5.5 Rollover Contributions......................................... 7


ARTICLE 6
EMPLOYER CONTRIBUTIONS......................... 8
6.1 Matching Employer Contributions................................ 8
6.2 401(m) Limits.................................................. 8
6.3 Form and Time of Contribution.................................. 9
6.4 Biogen Stock Defined........................................... 9
6.5 Return of Contribution Made in Error or Not Deductible......... 9


ARTICLE 7
ACCOUNTS AND CREDITS.......................... 10
7.1 Establishment of Accounts...................................... 10
7.2 Crediting Participants' Savings Deposits....................... 10
7.3 Crediting Matching Contributions and Forfeitures............... 10
7.4 Crediting Rollovers............................................ 10
7.5 Charges to Accounts............................................ 10
7.6 Maximum Additions.............................................. 10


ARTICLE 8
INVESTMENT FUNDS AND CREDITING INVESTMENT EXPERIENCE.......... 11
8.1 Investment Funds............................................... 11
8.2 Investment Directions and Transfers Among Funds................ 12
8.3 Valuation of Assets and Crediting Investment Experience........ 13


ARTICLE 9
LOANS TO PARTICIPANTS......................... 13
9.1 Loans to Participants.......................................... 13
9.2 Accounting for Loans........................................... 15


ARTICLE 10
WITHDRAWALS AND DISTRIBUTIONS..................... 15
10.1 In-Service Withdrawals from Savings Deposits................... 15
10.2 In-Service Withdrawals from Rollover Account................... 16
10.3 Distribution Upon Retirement or Disability..................... 16
10.4 Distribution Upon Termination of Employment.................... 17
10.5 Right to Defer................................................. 17
10.6 Distribution Upon Death of Participant......................... 17
10.7 Manner of Payment.............................................. 18
10.8 Direct Rollovers............................................... 18
10.9 Rehire Before Distribution..................................... 19


ARTICLE 11
AMENDMENT, MERGER AND TERMINATION OF PLAN............... 19
11.1 Amendment of Plan.............................................. 19
11.2 Merger of Plans................................................ 19


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11.3 Termination.................................................... 20
11.4 Effect of Termination.......................................... 20


ARTICLE 12
NAMED FIDUCIARIES........................... 20
12.1 Identity of Named Fiduciaries.................................. 20
12.2 Responsibilities and Authority of Plan Administrator........... 20
12.3 Responsibilities and Authority of Trustee...................... 20
12.4 Responsibilities of Biogen..................................... 21
12.5 Responsibilities Not Shared.................................... 21
12.6 Dual Fiduciary Capacity Permitted.............................. 21
12.7 Actions by Biogen.............................................. 21
12.8 Procedure for Allocation and Delegation of Responsibilities.... 21
12.9 Advice......................................................... 21
12.10 Indemnification................................................ 21


ARTICLE 13
THE PLAN ADMINISTRATOR......................... 22
13.1 Appointment.................................................... 22
13.2 Notice to Trustee.............................................. 22
13.3 Administration of Plan......................................... 22
13.4 Reporting and Disclosure....................................... 22
13.5 Records........................................................ 23
13.6 Compensation and Expenses...................................... 23
13.7 Decisions, Rules and Regulations............................... 23
13.8 Secretary...................................................... 23
13.9 Claims Review Procedure........................................ 23


ARTICLE 14
MISCELLANEOUS............................. 24
14.1 Qualified Domestic Relations Orders............................ 24
14.2 Nonalienation of Benefits...................................... 24
14.3 Payment to Minors and Incompetents............................. 24
14.4 Current Address of Payee; Unclaimed Payments................... 24
14.5 Disputes over Entitlement to Benefits.......................... 25
14.6 Payment of Benefits............................................ 25
14.7 Top-Heavy Plan Provisions...................................... 25
14.8 Rules of Construction.......................................... 26
14.9 Text Controls.................................................. 27
14.10 Applicable State Law........................................... 27
14.11 Paperless Administration....................................... 27
14.12 Correction of Mistakes in Plan Operation....................... 27
14.13 Veterans' Rights............................................... 27


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INDEX OF TERMS


The items listed below are defined or explained in the plan sections or articles
indicated.


Accounts..........................0 Matching contribution percentage Affiliated company................0 ERROR REFERENCE SOURCE NOT FOUND. Annual additions..................0 Matching employer contributions...0 Applicable compensation...........0 Maximum additions.................0
Basic savings deposits............0 Named fiduciaries.......Article 0,0 Beneficiary.......................0 Biogen............................0 Participant.......................0 Biogen stock......................0 Participation.....................0
Plan..............................0 Claim.............................0 Plan service......................0 Claimant..........................0 Plan year.........................0 Code..............................0 CommitteeArticle 0, ERROR! REFERENCE Qualified domestic relations SOURCE NOT FOUND. order............................0
Deferral percentage...............0 Retirement........................0 Defined benefit plan fraction.....0 Rollover contributions..........5.5 Defined contribution plan fraction.........................0 Savings deposits..................0 Direct rollovers..................0 Supplemental savings deposits.....0 Disability........................0
Top-heavy.........................0 Eligible class....................0 Total compensation................0 Employee..........................0 Trust agreement...................0 Employer..........................0 Trust fund........................0 Employment........................0 Trustee...........................0 Entry Date........................0 ERISA.............................0 Valuation date....................0
Vested interest...................0 Financial hardship................0
Withdrawals.....................0,0 Higher paid group.................0


Limitation year...................0 Loans.............................0 Lower paid group..................0


ARTICLE 1
INTRODUCTION


1.1 ESTABLISHMENT OF PLAN. Biogen established this plan effective as of January 1, 1987. The plan has subsequently been amended as specified in Appendix A.


1.2 COMPLIANCE WITH CODE AND ERISA. This plan is intended to qualify as a profit-sharing plan under Section 401(a) of the Internal Revenue Code of 1986, as amended from time to time, and a qualified cash or deferred


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arrangement described in Section 401(k) of said Code, and to comply with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended from time to time. This plan is also intended to comply in all respects with Rule 16b-3 or its successors promulgated under the Securities Exchange Act of 1934 ("1934 Act") with respect to participants who are subject to Section 16 of the 1934 Act. The plan will be interpreted in a manner that comports with these intentions.


1.3 EXCLUSIVE BENEFIT OF PARTICIPANTS. The plan is for the exclusive benefit of participants and their beneficiaries. Employer and employee contributions are made to the trust fund for the purpose of accumulating a fund for distribution to participants and their beneficiaries in accordance with the plan. Except as provided in Section 0, no part of the trust fund or any distribution therefrom will be used for or diverted to purposes other than for the exclusive benefit of participants and their beneficiaries and defraying those reasonable expenses of administering the plan and trust fund not paid by the employers.


1.4 LIMITATION ON RIGHTS CREATED BY PLAN. Nothing appearing in the plan will be construed (a) to give any person any benefit, right or interest except as expressly provided herein, or (b) to create a contract of employment or to give any employee the right to continue as an employee or to affect or modify his terms of employment in any way.


1.5 APPLICATION OF PLAN'S TERMS. The benefits and rights of a participant and his beneficiaries under the plan will be determined in accordance with the terms of the plan that are in effect on the date that contributions on a participant's behalf are made or credited to his accounts, or on the date of the participant's retirement, death or other termination of employment, whichever may be applicable.


1.6 BENEFITS NOT GUARANTEED. The employers, the trustee and the plan administrator do not guarantee the payment of benefits hereunder. Benefits will be paid only from the assets of the trust fund and are limited to the amount of assets therein.


ARTICLE 2
DEFINITIONS


This article contains a number of definitions of terms used in the plan. Other terms are defined, explained or clarified in other articles. This is done for convenience of plan administration. There is no other significance to the location of a definition.


2.1 APPLICABLE COMPENSATION of an employee for any calendar year or other period of reference means his total compensation for services paid by his employer during such period including wages, salary, overtime, cash bonuses and shift differential. Except for purposes of Section 0, applicable compensation also includes contributions made by his employer to this plan or any other employee benefit program on behalf of the employee in accordance with a salary reduction agreement under Code Section 125 or 401(k) with the employee. However, applicable compensation does not include reimbursed expenses, life insurance premiums included in his compensation for income tax purposes, stock options or stock bonuses, or any other items not constituting direct compensation for services. Compensation also does not include payments to or benefits received under this or any other public or private employee benefit plan (other than salary reduction contributions under this plan or other employee benefit program). The amount of applicable compensation taken into account under the plan for any participant in a particular plan year will not exceed $150,000 (as adjusted in accordance with Code Section 401(a)(17)).


2.2 BENEFICIARY means a person, class of persons or trust designated by a participant or, if there is no such designation, by the plan to receive a death benefit hereunder.


2.3 BIOGEN means Biogen, Inc. (a Massachusetts corporation) or its successor.


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2.4 CODE means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute enacted in its place.


2.5 EMPLOYEE means an individual classified as an employee under the regular personnel classifications and practices of his employer. An individual is not an employee for purposes of this plan if the individual is classified as a consultant or contractor under his employer's regular personnel classifications and practices, or he is a party to an agreement to provide services to his employer without participating in this plan, notwithstanding that such individual may be treated as a common law employee for payroll tax or other legal purposes.


2.6 EMPLOYER means Biogen, Inc. or any successor organization to it, or any other entity that adopts the plan for its employees with the consent of Biogen, Inc. upon such terms and conditions as Biogen, Inc. determines.


2.7 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute enacted in its place.


2.8 PARTICIPANT means an employee or former employee whose participation in the plan has begun and has not yet ended.


2.9 PLAN means the Biogen Savings Plan, as set forth in this plan instrument, and as it may be amended from time to time.


2.10 PLAN ADMINISTRATOR means the person, committee or entity appointed by Biogen or otherwise designated under Article 13 to administer the plan.


2.11 PLAN YEAR means the 12-month period beginning on each January 1 during the continuance of the plan.


2.12 TRUST AGREEMENT means the instrument executed by Biogen and the trustee, as amended from time to time, fixing the rights and responsibilities of each party with respect to the holding, investment and administration of the trust fund.


2.13 TRUST FUND means the property held by the trustee for the purposes of the plan.


2.14 TRUSTEE means the person, individual or corporate, serving as sole trustee, or the persons serving as co-trustees, at any time under the terms of the trust agreement.


ARTICLE 3
PLAN SERVICE


3.1 PLAN SERVICE. Plan service of an employee means the sum of the following: (a) any period of his employment on and after January 1, 1987, whether or not continuous; and (b) each period, if any, between a termination of his employment on and after January 1, 1987, and his earliest subsequent reemployment, but only if such reemployment occurs within one year after such termination of employment.


To determine an employee's years of plan service, all periods of his plan service will be aggregated, and each 365 days thereof will be one year of plan service.


3.2 EMPLOYMENT DEFINED.


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(a) ACTIVE SERVICE. Employment of a person means his active service as an employee (determined under the regular personnel policies, practices and classifications of his employer).


(b) CERTAIN ABSENCES. A period of absence from active service will be considered part of an employee's employment if he receives compensation from his employer for such period or if such period falls in one of the following categories (whether or not he receives compensation for such period):


(i) absence for military service for which his reemployment rights are protected by law; provided (but only for that part of the absence which exceeds one year in length) he returns to active service as an employee within the period when his reemployment rights are protected by law (or within such longer period as his employer in its discretion permits); and


(ii) leave of absence due to sickness, accident, disability or other reason, for the period authorized by the employer, provided (but only for that part of such leave of absence which exceeds one year in length) he returns to active service with his employer at the end of such period of authorized absence.


3.3 SERVICE WITH AFFILIATED COMPANIES. An employee's plan service with an affiliated company will be counted for purposes of this plan.


3.4 AFFILIATED COMPANY DEFINED. Affiliated company means any corporation (foreign or domestic) which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the employer; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the employer; and any other entity required to be aggregated with the employer pursuant to regulations under Code Section 414(o).


ARTICLE 4
PARTICIPATION


4.1 ELIGIBLE CLASS.


(a) GENERAL RULE. Each REGULAR employee (DETERMINED UNDER THE REGULAR PERSONNEL POLICIES, PRACTICES AND CLASSIFICATIONS OF THE EMPLOYER) is in the class eligible to participate in the plan unless he is (a) a student (whether high school, college or graduate) employed on a temporary or casual basis, (b) except as provided iin subsection (b) below, an employee of a non-U.S. subsidiary or division of an employer or (c) a member of a collective bargaining unit.


(b) ELIGIBILITY OF EMPLOYEES ON TEMPORARY FOREIGN ASSIGNMENT. An otherwise eligible employee (under subsection (a) above who is temporarily assigned by the employer to work for the employer, an affiliated company, or on a joint venture with the employer outside of the United States with the intent on teh part of the employer that such employee will return to work as an eligible employee of the employer in the United States will be treated as an employee in the class eligible to participate in the plan during such temporary assignment. Accordingly, such employee will be eligible to make savings deposits in accordance with the plan and to have employer matching contributions made with respect to his basic savings deposits as provided in the plan (provided, however, that any matching employer contributions that would otherwise be made while the eligible employee is on temporary foreign assignment will be reduced but not below zero -- to reflect any vested employer contributions on behalf of such employee to a defined contribution program in which such employee participates as a result of his temporary foreign assignment.


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4.2 PARTICIPATION. Participation in the plan is voluntary and no employee will be required to participate. Each employee in the eligible class who has attained age 21 will be eligible to make savings deposits starting effective as of any entry date. The plan administrator, pursuant to its authority under Article 13, may adopt rules and procedures regarding the exact date when savings deposits will commence and what forms, if any, participants must complete and file with the plan administrator as prerequisites for such savings deposits to commence. Each employee who has met the eligibility requirements of this section will become a participant when a savings deposit by such employee is first credited to his account.


(a) Each January 1, April 1, July 1, and October 1 is an entry date.


4.3 END OF PARTICIPATION. A participant's active participation in the plan will end upon the suspension of his savings deposits under Section 0 or the termination of his service as an employee in the eligible class for any reason. His participation will end when he has no further interest under the plan.


4.4 REENTRY OF FORMER ACTIVE PARTICIPANT. A former active participant who suspends his savings deposits may resume active participation under Section 5.3. A former active participant who terminates his service as an employee in the eligible class and who later returns to service as an employee in the eligible class will be eligible to make savings deposits which, subject to the applicable rules and procedures of the plan administrator, may start EFFECTIVE AS OF HIS DATE OF REHIRE OR any subsequent entry date. He will be an active participant again when a savings deposit by such employee is first credited to his account.


ARTICLE 5
SAVINGS DEPOSITS BY PARTICIPANTS


5.1 SAVINGS DEPOSITS.


(a) SAVINGS DEPOSITS BY PARTICIPANTS. Subject to the various limitations imposed by the Plan, each employee described in Section 0 may make savings deposits to the plan in a whole percentage of his applicable compensation. Reasonable minimum or maximum percentages by which participants (or a particular class of participants such as highly-compensated participants) may reduce applicable compensation may be established by the plan administrator. An eligible employee may reduce his applicable compensation by such amount as he elects, provided that his savings deposits do not exceed the limits of Section 0 or result in a violation of the limitations of Section 0 or violate any rules of the plan administrator. Such amounts are referred to herein as the participant's SAVINGS DEPOSITS.


A participant's savings deposits up to six percent of his applicable compensation are referred to as his BASIC SAVINGS DEPOSITS and any savings deposits above this amount are referred to as his SUPPLEMENTAL SAVINGS DEPOSITS.


(b) SIGN-UP PROCEDURE FOR SAVINGS DEPOSITS. The plan administrator, pursuant to Article 13, may adopt procedures and forms which participants must complete and file on a timely basis, as determined by the plan administrator, as prerequisites to commence savings deposits. The plan administrator may prescribe any and all notice requirements, deadlines, time periods, and election rules as it deems appropriate to administer participant sign-up requirements. Participants will be provided information regarding all sign-up requirements and procedures by the plan administrator.


(c) CHARACTER OF SAVINGS DEPOSITS. For purposes of Section 414(h) of the Code, it is specifically provided that savings deposits are employer contributions.


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5.2 401(k) LIMITS.


(a) LIMITATIONS. A participant's savings deposits for a plan year may not exceed the limits of subsection (b) below or result in a violation of Section 0. Also, a participant's savings deposits (when combined with any other elective deferrals - as defined in regulations under Code Section 402(g) - under any other plan or arrangement maintained by Biogen or any employer in a controlled group with Biogen under Code Section 414(b) or (c), an affiliated service group with Biogen under Code Section 414(m) or otherwise aggregated with Biogen under Code Section 414(o)) in any calendar year may not exceed $9,500 (as adjusted periodically in accordance with Code Section 402(g)).


(b) HIGH-LOW TESTS.


Savings deposits by highly-compensated employees must not exceed amounts such that, as of the last day of each plan year, the average of the individual deferral
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