Item 3.03 Material Modification to Rights of Security Holders.
Early Termination of Stockholder Rights Plan. On January 15, 2009, the Board of Directors of Biogen Idec Inc. ("Biogen Idec") voted to terminate the Biogen Idec stockholder rights plan (the "Rights Plan") effective as of January 30, 2009. Prior to the Board's action, the Rights Plan was scheduled to expire on July 26, 2011.
Under the Rights Plan, each share of Biogen Idec's common stock has one "Right" attached to it that entitles the holder to purchase Biogen Idec's Series X Junior Participating Preferred Stock under the circumstances specified in the Rights Plan. As a result of the Board of Director's action, after January 30, 2009 no unredeemed Rights will be outstanding or exercisable.
The Board's action took the form of approval of an amendment (the "Amendment") to the Amended and Restated Rights Agreement dated as of July 26, 2001, as amended June 20, 2003, between Biogen Idec and Mellon Investor Services, LLC, as rights agent. The foregoing summary is qualified in its entirety by reference to the full text of the Amendment, the form of which is set forth as Exhibit 4.1 to this report and is incorporated herein by reference. Item 8.01 Other Events.
Majority Voting Recommendation. The Board of Directors has also voted to recommend the approval at the 2009 Annual Meeting of Stockholders of a bylaw amendment that provides for a majority voting standard in uncontested director elections.
Item 9.01 Financial Statements and Exhibits.
The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Current Report on Form 8-K.

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