Sample Business Contracts

Independent Consulting Agreement - Biogen Inc. and Phillip A. Sharp

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                              December 15, 1995

Phillip A. Sharp, Ph.D.
Salvador E. Luria Professor
Department of Biology
Center for Cancer Research
Room E17-529B
Massachusetts Institute of Technology
40  Ames Street
Cambridge, MA 02139-4307

Re: Renewal of Independent Consulting Agreement

Dear Phil:

     Your Independent Consulting Agreement with Biogen, Inc.,  dated
June 29, 1979, as previously amended (the "Agreement"), under which
you serve as a member of the Scientific Board of the Company  and your
service as Chairman of the Scientific Board expire on December 31,
1995.  Biogen greatly values your input on the Scientific Board, and
would like to renew the Agreement and your service as Chairman of the
Scientific Board for an additional three-year period, commencing as
of December 31, 1995 and ending on December 31, 1998 (the "Renewal
Term"), on the following terms and conditions:  

     1.  Your annual fee as Chairman of the Scientific Board will be
$75,000 per year, payable quarterly in advance.  The fee is to cover
your service as Chairman and is in lieu of the standard fee for
Scientific Board members of $15,000 per year and the per diem fees for
Scientific Board attendance, laboratory visits and consulting

     2.  Biogen will pay your secretary $500 per calendar quarter in
advance for office expenses incurred in connection with your
responsibilities as Chairman.

     3.  As you know, you have been granted an option to purchase
30,000 shares of Common Stock of the Company at an exercise price of
$ 53.938 per share.  The option will vest as to one-third of the
shares upon completion of each of the first, second and third year of
consulting services during the Renewal Term.

       If you agree to renewal of the Agreement and your service as
Chairman of the Scientific Board on these terms, please sign both
copies of this renewal letter and return one copy to the attention of
Anne Marie Cook at Biogen.

     I look forward to your continued participation on the Scientific

                              Very truly yours,   


                         /s/  James L. Vincent
                              Chairman and Chief Executive Officer

                              AGREED TO AND ACCEPTED:

                              /s/ Phillip A. Sharp, Ph.D.