UPDATE 1-Biogen says proxy advisers back it in Icahn fight

(Adds details of advisory firms' recommendations, background, byline; previous dateline BOSTON)

By Toni Clarke

BOSTON, June 10 (Reuters) - Biogen Idec Inc (BIIB.O), one of the world's biggest biotechnology companies, said on Tuesday that two proxy advisory firms have recommended that shareholders vote in favor of its four nominees to the board and reject an alternative slate proposed by billionaire investor Carl Icahn.

RiskMetrics Group/ISS Governance Services and Glass, Lewis & Co, independent proxy voting advisory services, both defended Biogen's performance in creating shareholder value, and RiskMetrics said Icahn has not met his burden of proving that board change at the company is warranted.

"Absent a showing that the incumbent board has failed in some fashion, we find it difficult to support the removal of directors," RiskMetrics said in a report cited by Biogen.

Icahn is seeking to replace three board members with his own nominees in an attempt to restart a failed attempt by the company to sell itself.

Icahn was not immediately available for comment, but claims Biogen deliberately sabotaged the sales process, in part by not allowing potential buyers to talk to its partners, Elan Corp Plc (ELN.I) of Ireland and biotechnology company Genentech Inc DNA.N.

Biogen, which sells the multiple sclerosis drugs Avonex and Tysabri, and the cancer drug Rituxan, denies the charge, saying it conducted a responsible auction, but that no buyer was interested in acquiring the company for an acceptable price.

RiskMetrics agreed.

"We cannot conclude the sales process, ultimately disappointing for Biogen shareholders, was designed for failure," it said in its report.

Cambridge, Massachusetts-based Biogen has a market value of more than $18 billion. Its shares have fallen roughly 28 percent since October, when it put itself up for sale. They had more than doubled in the 15 months prior to the start of the auction, which ended in December.

"In our opinion the current board and executives have created substantial value for shareholders and we believe that the company has solid growth opportunities as a stand-alone entity," said Glass Lewis in a report cited by Biogen.

Biogen's board has nominated Cecil Pickett, its president of research and development; Lynn Schenk, an attorney; and Phillip Sharp, a Nobel prize-winner who helped found Biogen 30 years ago.

It also nominated Stelios Papadopoulos, a retired vice chairman of Cowen & Co, to replace Thomas Keller, who is reaching retirement age and will not stand again.

Icahn has nominated Alexander Denner, managing director of the Icahn investment vehicle Icahn Partners; Richard Mulligan, professor of genetics at Harvard Medical School; and Dr. Anne Young, head of the neurology service at Massachusetts General Hospital. (Editing by Richard Chang)