Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 790K
2: EX-10.2 Material Contract HTML 40K
3: EX-10.3 Material Contract HTML 41K
4: EX-10.4 Material Contract HTML 42K
5: EX-10.5 Material Contract HTML 41K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
15: R1 Document and Entity Information HTML 43K
16: R2 Condensed Consolidated Statements of Income HTML 100K
(Unaudited)
17: R3 Condensed Consolidated Statements of Comprehensive HTML 53K
Income (Unaudited)
18: R4 Condensed Consolidated Balance Sheets (Unaudited) HTML 119K
19: R5 Condensed Consolidated Balance Sheets (Unaudited) HTML 28K
(Parenthetical)
20: R6 Condensed Consolidated Statements of Cash Flows HTML 100K
(Unaudited)
21: R7 Summary of Significant Accounting Policies HTML 55K
22: R8 Acquisitions HTML 28K
23: R9 Hemophilia Spin Off HTML 48K
24: R10 Reserves for Discounts and Allowances HTML 57K
25: R11 Inventory HTML 43K
26: R12 Intangible Assets and Goodwill HTML 93K
27: R13 Fair Value Measurements HTML 165K
28: R14 Financial Instruments HTML 141K
29: R15 Derivative Instruments HTML 98K
30: R16 Property, Plant and Equipment Property, Plant and HTML 30K
Equipment
31: R17 Equity HTML 51K
32: R18 Accumulated Other Comprehensive Income (Loss) HTML 109K
Accumulated Other Comprehensive Income (Loss)
33: R19 Earnings per Share HTML 56K
34: R20 Share-based Payments HTML 88K
35: R21 Income Taxes HTML 58K
36: R22 Other Consolidated Financial Statement Detail HTML 68K
37: R23 Investments in Variable Interest Entities HTML 33K
38: R24 Collaborative and Other Relationships HTML 48K
39: R25 Litigation HTML 45K
40: R26 Summary of Significant Accounting Policies Summary HTML 64K
of Significant Accounting Policies (Policies)
41: R27 Hemophilia Spin Off (Tables) HTML 42K
42: R28 Reserves for Discounts and Allowances (Tables) HTML 58K
43: R29 Inventory (Tables) HTML 43K
44: R30 Intangible Assets and Goodwill (Tables) HTML 79K
45: R31 Fair Value Measurements (Tables) HTML 165K
46: R32 Financial Instruments (Tables) HTML 146K
47: R33 Derivative Instruments (Tables) HTML 91K
48: R34 Equity (Tables) HTML 43K
49: R35 Accumulated Other Comprehensive Income (Loss) HTML 111K
Accumulated Other Comprehensive Income (Loss)
(Tables)
50: R36 Earnings per Share (Tables) HTML 56K
51: R37 Share-Based Payments (Tables) HTML 86K
52: R38 Income Taxes (Tables) HTML 55K
53: R39 Other Consolidated Financial Statement Detail HTML 67K
(Tables)
54: R40 Summary of Significant Accounting Policies Summary HTML 27K
of Significant Accounting Policies (Details)
55: R41 Acquisitions (Details Textual) HTML 27K
56: R42 Hemophilia Spin Off (Details) HTML 64K
57: R43 Hemophilia Spin Off (Details Textual) HTML 45K
58: R44 Reserves for Discounts and Allowances (Details) HTML 46K
59: R45 Reserves for Discounts and Allowances (Details 1) HTML 31K
60: R46 Inventory (Details) HTML 39K
61: R47 Inventory Inventory (Details Textual) HTML 33K
62: R48 Intangible Assets and Goodwill (Details) HTML 112K
63: R49 Intangible Assets and Goodwill (Details 1) HTML 47K
64: R50 Fair Value Measurements (Details) HTML 94K
65: R51 Fair Value Measurements (Details 1) HTML 47K
66: R52 Fair Value Measurements (Details 2) HTML 38K
67: R53 Fair Value Measurements (Details Textual) HTML 45K
68: R54 Financial Instruments (Details) HTML 35K
69: R55 Financial Instruments (Details 1) HTML 57K
70: R56 Financial Instruments (Details 2) HTML 47K
71: R57 Financial Instruments (Details 3) HTML 32K
72: R58 Financial Instruments (Details Textual) HTML 26K
73: R59 Financial Instruments Financial Instruments HTML 27K
(Details Textual 2)
74: R60 Derivative Instruments (Details) HTML 98K
75: R61 Property, Plant and Equipment Property, Plant and HTML 38K
Equipment (Details)
76: R62 Equity (Details) HTML 34K
77: R63 Equity (Details Textual) HTML 49K
78: R64 Accumulated Other Comprehensive Income (Loss) HTML 55K
Accumulated Other Comprehensive Income (Loss)
(Details)
79: R65 Accumulated Other Comprehensive Income (Loss) HTML 47K
Accumulated Other Comprehensive Income (Loss)
(Details 1)
80: R66 Earnings per Share (Details) HTML 49K
81: R67 Share-Based Payments (Details) HTML 46K
82: R68 Share-Based Payments (Details 1) HTML 53K
83: R69 Income Taxes (Details) HTML 52K
84: R70 Income Taxes (Details Textual) HTML 27K
85: R71 Other Consolidated Financial Statement Detail HTML 69K
(Details)
86: R72 Other Consolidated Financial Statement Detail HTML 34K
Other Consolidated Financial Statement (Details
Textual)
87: R73 Investments in Variable Interest Entities HTML 30K
(Details)
88: R74 Collaborative and Other Relationships HTML 74K
Collaborative and Other Relationships -
Collaborations (Details)
89: R75 Collaborative and Other Relationships HTML 39K
Collaborative and Other Relationships - Equity
Method Investments (Details)
91: XML IDEA XML File -- Filing Summary XML 164K
90: EXCEL IDEA Workbook of Financial Reports XLSX 101K
9: EX-101.INS XBRL Instance -- biib-20170630 XML 2.97M
11: EX-101.CAL XBRL Calculations -- biib-20170630_cal XML 234K
12: EX-101.DEF XBRL Definitions -- biib-20170630_def XML 626K
13: EX-101.LAB XBRL Labels -- biib-20170630_lab XML 1.67M
14: EX-101.PRE XBRL Presentations -- biib-20170630_pre XML 976K
10: EX-101.SCH XBRL Schema -- biib-20170630 XSD 174K
92: ZIP XBRL Zipped Folder -- 0000875045-17-000024-xbrl Zip 253K
Pursuant to the Biogen Idec Inc. 2017 Omnibus Equity Plan (as it may be amended from time to time, the “Plan”), Biogen Inc. (the “Company”) hereby grants to you, an employee of the
Company or one of its Affiliates (the “Participant”), on each of the grant dates specified on your Fidelity stock plan account (the “Grant Date”), the number of market stock units (the “Granted MSUs” or the “Award”) specified on your Fidelity stock plan account, subject to the terms and conditions of this award agreement (“Agreement”) and the Plan. No MSU shall be paid unless vested in accordance with this Agreement. The Participant’s rights to the Granted MSUs granted pursuant to this Agreement are subject to the restrictions described in this Agreement and the Plan, in addition to such other restrictions, if any, as may be imposed by law. All initially capitalized terms used herein will have the meaning specified in the Plan, unless another meaning is specified in this Agreement.
2.
Vesting
A. The
Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become eligible to vest on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan.
B. (i) The Award will become eligible to vest in in three
equal installments on each of the first, second and third anniversaries of the Grant Date (each a “Vesting Date” and collectively, the “Vesting Period”).
(ii) On each Vesting Date, the number of MSUs that become eligible to vest on such Vesting Date will vest based upon the change in the Company’s share price between the Vesting Date and the Grant Date. The calculation of the number of Granted MSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. In the event and to the extent that a number of the Granted MSUs then eligible to vest do not vest on the applicable Vesting Date in accordance with this Agreement and the LTI Overview, such Granted MSUs shall be immediately
forfeited. In the event that the threshold is not met based on the calculation described in the LTI Overview, any Granted MSUs then eligible to vest shall not vest and shall be immediately forfeited. In the event and to the extent that the target is exceeded based on the calculation described in the LTI Overview, an additional number of Granted MSUs will vest. In no event shall the number of Granted MSUs that vest on the applicable Vesting Date exceed 200% of the Granted MSUs that became eligible to vest on such Vesting Date.
C. Except as otherwise provided in the Plan, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows:
(1) any portion of the Award
held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become eligible to vest as of the date of such termination of employment, and such
Granted MSUs then eligible to vest will vest in accordance with Section 2.B.(ii) with the date of the termination of employment serving as the applicable Vesting Date; and
(2) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will remain outstanding and will become eligible to vest over the remainder of the Vesting Period as set forth in Section 2.B.(i) without regard to the service requirement
specified in Section 2.A., for fifty percent (50%) of the number of Granted MSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Granted MSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Granted MSUs, and such Granted MSUs that become eligible to vest will vest in accordance with Section 2.B.(ii). For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination
For Cause or any termination for insufficient performance, as determined by the Company.
D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall terminate at the commencement of business on the date of such termination.
3.
Delivery of Award
A. With respect to a Participant who is not eligible for Retirement, within 30 days following the date on which a Granted MSU becomes vested, the
Company shall issue to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of common stock of the Company (“Common Stock”) in satisfaction of each vested MSU.
B. With respect to a Participant who is or becomes eligible for Retirement at any time during the Vesting Period, the Company shall issue to the Participant, subject to applicable withholding as described in Section 7 of this Agreement, one share of Common Stock in satisfaction of each vested MSU (determined in accordance with Section 2 of this Agreement and Section 10 of the Plan) within 30 days of the earliest of (i) the date the Granted MSU otherwise would have vested under Sections 2.B. and 2.C. of this Agreement or (ii) the date
on which a Covered Transaction that satisfies the definition of a “change in control event” under Section 409A occurs.
C. If you are a “specified employee” (as defined in Section 409A), you will be paid on the earlier of (i) the date which is six months after you separate from service (within the meaning of Section 409A) or (ii) the date of your death or Disability. The preceding sentence will not apply to any payments that are exempt from or are not subject to the requirements of Section 409A. For the avoidance of doubt, if payments would be made under Section 3.B.(i) or Section 3.B.(ii) before the six month payment date on account of other than your separation from service, such payment will be made under Section 3.B.(i) or Section 3.B.(ii), as applicable.
4.
Cancellation
and Rescission of Awards
The Committee may cancel, rescind, withhold or otherwise limit or restrict the Award prior to payment at any time if the Participant is not in compliance with all applicable provisions of this Agreement and the Plan, or if the Participant engages in any Detrimental Activity.
5.
No Voting, Dividend or Other Rights as a Stockholder
The Participant shall not have any rights as a stockholder with respect to any shares of Common Stock to be issued
under the Award until he or she becomes the holder of such shares. Accordingly, the Award shall not be interpreted to bestow upon the Participant any equity interest or ownership in the Company or any Affiliate prior to the date on which the Company delivers to the Participant shares of Common Stock. Furthermore, the Participant is not entitled to vote any Common Stock by reason of the granting of the Award or to receive or be credited with any dividends declared and payable on any share of Common Stock underlying the Award prior to the payment date with respect to such share.
6.
Unfunded Status
The obligations of the Company and its Affiliates hereunder shall be contractual only and all such payments shall be made from the general assets of the Company and its Affiliates. The Participant shall rely solely on the unsecured promise of the Company and nothing herein shall be construed to give the Participant or any other person or persons any right, title, interest or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever owned by the Company or any Affiliate.
7.
Withholding
Awards will be subject to income tax withholding and reporting as required under local law. If statutory withholding of taxes and/or social insurance is required at the time of vesting, the Company will withhold from delivery to the Participant a number of shares of Common Stock equal in value to the statutory minimum amount required to be withheld. A similar amount of cash will be paid by the Company on behalf of the Participant to the applicable tax authorities. The number of shares to be withheld will be calculated using the closing sales price of a share of Common Stock on the applicable Vesting Date. Shares (net of the number withheld for the payment of withholding taxes, if applicable) will be delivered to the Participant’s stock
plan account upon vesting in accordance with the Plan. The Company may, in its discretion, permit Participants to make alternative arrangements for payment of any such taxes and/or social insurance.
In certain cases, local law may require that an award be subject to tax earlier than the date of payment. If that occurs, the Company will notify the Participant and will deduct the required tax amount from the Participant’s pay in accordance with applicable law.
8.
Provisions of the Plan
The Award is
subject to the provisions of the Plan, which are incorporated herein by reference, and in the event of any inconsistency or conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control. A copy of the Plan as in effect on the Grant Date has been made available electronically to the Participant.
9. No Right to Employment
The grant of the Award shall not constitute a contract of employment or confer upon the Participant any right with respect to the continuance of his/her employment by or other service with the Company or any Affiliate, nor shall it or they be construed
as affecting the rights of the Company (or any Affiliate) to terminate the service of the Participant at any time or otherwise change the terms of such service, including, without limitation, the right to promote, demote or otherwise re-assign the Participant from one position to another within the Company or any Affiliate.
10. Governing Law
The provisions of the Award and this Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware.
IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer.