EX-4.2 SPECIMEN COMMON STOCK CERTIFICATE

EX-4.2 10 b48790biexv4w2.txt EX-4.2 SPECIMEN COMMON STOCK CERTIFICATE EXHIBIT 4.2 CUSIP 09062X 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS BIOGEN IDEC COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY, CANTON, MA AND JERSEY CITY, NJ NUMBER BIOGEN IDEC INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT SHARES IS THE RECORD HOLDER OF FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.0005 PAR VALUE, OF BIOGEN IDEC INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. COUNTERSIGNED AND REGISTERED: EQUISERVE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR BY: /s/ Stephen Cesso AUTHORIZED SIGNATURE Dated: [CORPORATE SEAL] /s/ Thomas J. Buckman /s/ James C. Mullen SECRETARY CHIEF EXECUTIVE OFFICER AND PRESIDENT This certificate also evidences and entitles the holder hereof to certain Rights as set forth in an Amended and Restated Rights Agreement between Biogen Idec Inc. (formerly IDEC Pharmaceuticals Corporation) (the "Company") and Mellon Investor Service LLC (f/k/a ChaseMellon Shareholder Services LLC, the "Rights Agent") originally dated as of July 22, 1997, and amended and restated as of July 26, 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights "Beneficially Owned" by "Acquiring Persons" (as such terms are defined in the Rights Agreement) or certain related parties, as well as subsequent holders of such Rights, may become null and void. The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation's Secretary at the principal office of the Corporation. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- .........Custodian....... TEN ENT -- as tenants (Cust) (Minor) by the entireties under Uniform Gifts to JT TEN -- as joint tenants Minors Act............... with right of (State) surivivorship and UNIF TRF MIN ACT -- ..Custodian (until age..) not as tenants in (Cust) common ..under Uniform Transfers (Minor) to Minors Act............ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, _______________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [___________________] ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ __________________________________________________________________________Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________________________________Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated _____________________ X ______________________________ X ______________________________ NOTICE : THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By _________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.