As filed with the Securities and Exchange Commission on July 26, 2002
                                                      Registration No. 333-86996
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               AMENDMENT NO. 2 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          BioMarin Pharmaceutical Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                                      68-0397820
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                   371 Bel Marin Keys Boulevard, Suite 210
                            Novato, California 94949
                                 (415) 884-6700

         (Address, including zip code, and telephone number, including area
                 code, of registrant's principal executive offices)


                                Fredric D. Price
                             Chief Executive Officer
                          BioMarin Pharmaceutical Inc.
                     371 Bel Marin Keys Boulevard, Suite 210
                            Novato, California 94949
                                 (415) 884-6700
  (Name, address, including zip code, and telephone number, including area code,
                            of agent for service)


                                    Copy to:
                              Siobhan McBreen Burke
                      Paul, Hastings, Janofsky & Walker LLP
                       555 South Flower Street, 23rd Floor
                       Los Angeles, California 90071-2371
                                 (213) 683-6000

         Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.


         If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
         If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
         If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
         If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
         If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box. |_|

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES ACT OR UNTIL THE  REGISTRATION  STATEMENT  SHALL BECOME  EFFECTIVE ON
SUCH DATE AS THE SECURITIES  AND EXCHANGE  COMMISSION,  ACTING  PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================





PROSPECTUS


                                    [BIOMARIN
                                 PHARMACEUTICAL
                                      LOGO]

                         300,000 Shares of Common Stock
                                 par value $.001

                          BioMarin Pharmaceutical Inc.







This  prospectus  relates to an aggregate  of 300,000  shares of common stock of
BioMarin  Pharmaceutical  Inc.  that  may  be  offered  for  sale  by a  selling
stockholder.  We have  registered  the  aggregate  number  of  shares  under the
Securities Act of 1933 on behalf of this stockholder so that he can sell them in
a public offering or other distribution.

Our common stock  currently  trades on the Nasdaq  National Market and the Swiss
SWX New Market under the symbol "BMRN."

See "Risk  Factors"  beginning  on page 3 to read  about  risks  that you should
consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved these securities or passed upon the adequacy or accuracy
of this prospectus. Any representation to the contrary is a criminal offense.


                   The date of this prospectus is July 31, 2002






                                TABLE OF CONTENTS



         SUMMARY ............................................................. 1

         RISK FACTORS......................................................... 3

         FORWARD LOOKING STATEMENTS.......................................... 15

         USE OF PROCEEDS..................................................... 16

         SELLING STOCKHOLDER................................................. 16

         PLAN OF DISTRIBUTION................................................ 17

         LEGAL MATTERS....................................................... 19

         EXPERTS............................................................. 19

         WHERE YOU CAN FIND MORE INFORMATION................................. 19









                                     SUMMARY

This  prospectus  contains  forward looking  statements  which involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward  looking  statements as a result of certain  factors  appearing
under "Risk Factors" and elsewhere in this prospectus.

The following summary does not contain all the information that may be important
to  you.  You  should  read  the  entire  prospectus,  including  the  financial
statements and other  information  incorporated by reference in this prospectus,
before making an investment decision.

We develop enzyme-based therapeutic products to treat serious,  life-threatening
diseases and conditions.  We leverage our expertise in enzyme biology to develop
product candidates for the treatment of genetic diseases,  including MPS, MPS VI
and PKU, as well as other care  situations  such as  cardiovascular  surgery and
serious burns. Our product  candidates address markets for which no products are
currently  available or where current  products have been  associated with major
deficiencies.  We focus on conditions  with  well-defined  patient  populations,
including genetic diseases, which require long term, on-going treatment.

Our lead product candidate, Aldurazyme(TM), is being developed for the treatment
of  Mucopolysaccharidosis  I  (MPS  I)  disease.  MPS  I is a  debilitating  and
life-threatening    genetic    disease    caused    by   the    deficiency    of
(alpha)-L-iduronidase,   an  enzyme   responsible   for  breaking  down  certain
carbohydrates.  MPS I is a progressive disease that afflicts patients from birth
and frequently leads to severe  disability and early death.  There are currently
no drugs on the market for the treatment of MPS I.  Aldurazyme has received both
fast track designation from the United States Food and Drug Administration (FDA)
and orphan drug  designation for the treatment of MPS I in the United States and
in the  European  Union.  The impact of these  designations  is described in our
Annual  Report  on  Form  10-K,  which  is  incorporated  by  reference  in this
prospectus.

We are developing  Aldurazyme through a joint venture with Genzyme  Corporation.
Generally, the FDA requires three types of clinical trials, which we refer to as
Phase 1,  Phase 2 and Phase 3,  prior to the  submission  of an  application  to
commercially  market a drug product. In collaboration with Genzyme, we completed
a  placebo-controlled  Phase 3 clinical  trial of  Aldurazyme  in August 2001. A
placebo-controlled  study involves  collecting data both from patients receiving
treatment of the tested substance and patients  receiving an inactive  substance
and  comparing  the results.  By contrast,  an  open-label  study  involves only
collecting  data from  patients  who know they are  receiving  treatment  of the
tested  substance.  On June 24, 2002,  we announced  detailed  results from this
placebo-controlled  trial  and  the  preliminary  six-month  findings  from  the
open-label extension of this trial.

Our joint venture submitted a Marketing  Authorization  Application (MAA) to the
European  Medicines  Evaluation  Agency (or EMEA) on March 1, 2002. The EMEA has
accepted  our MAA and  validated  that it is complete  and ready for  scientific
review.  Accordingly,  the EMEA's Committee for Proprietary  Medicinal  Products
(CPMP)  will now  evaluate  the  application  to  determine  whether  to approve
Aldurazyme  for the  treatment of MPS I in all 15 member  states of the European
Union.  Norway  and  Iceland  also  participate  in the CPMP but have a separate
approval process.

On April 15, 2002,  Genzyme and we announced  that the joint  venture  filed the
first portion of a "rolling"  Biologics  License  Application (BLA) with the FDA
for  approval to market  Aldurazyme  in the United  States.  A rolling BLA is an
application process that allows us to submit the information required by the BLA
in  sections.  We plan to complete  the BLA filing in the third  quarter of this
year.  The  complete  BLA will  include  six  months  of data  from the  ongoing
open-label  Phase 3 extension  study in addition to the six-month  data from the
placebo-controlled  portion of the Phase 3 trial.  Genzyme and we  anticipate  a
response  from the FDA  regarding the  application  to market  Aldurazyme in the
United States during the first half of 2003.

We are developing our second product candidate,  Neutralase(TM), for reversal of
anticoagulation by heparin in patients  undergoing Coronary Artery Bypass Graft,
or CABG,  surgery and angioplasty.  We acquired rights to Neutralase through our
acquisition of the pharmaceutical assets of IBEX Technologies Inc. in the fourth
quarter  of 2001.  Heparin  is a  carbohydrate  drug  commonly  used to  prevent
coagulation,   or  blood  clotting,  during  certain  types  of  major  surgery.
Neutralase is a  carbohydrate-modifying  enzyme that cleaves  heparin,  allowing
coagulation  of blood and aiding  patient  recovery  following  CABG surgery and
angioplasty.  Based on data from previous trials,  we plan to initiate a Phase 3
trial in CABG surgery in the third quarter of 2002.

                                       1


In addition to Aldurazyme and Neutralase,  we are developing other  enzyme-based
therapeutics for the treatment of a variety of diseases and conditions. In 2001,
we announced results from a Phase 1 trial of Aryplase(TM)  (formerly referred to
as rhASB) for the treatment of MPS VI, another  seriously  debilitating  genetic
disease. Based on data from this previous trial, we initiated a Phase 2 trial of
Aryplase  in  March  of  2002.  The  primary   objective  of  this   open-label,
multi-national  Phase 2 clinical trial will be to evaluate the efficacy,  safety
and  pharmacokinetics  of weekly intravenous  infusions of Aryplase in 10 MPS VI
patients.

We are  also  developing  Vibrilase(TM)  (formerly  referred  to as  Vibriolysin
Topical),  a topical  enzyme  product for use in removing  burned skin tissue in
preparation for skin grafting or other therapy.  We initiated a Phase 1 clinical
trial of  Vibrilase  in the United  Kingdom in the fourth  quarter of 2001,  and
expect to begin a Phase 2  clinical  trial in either  the  United  States or the
United Kingdom  following the completion of this Phase 1 trial. In addition,  we
are pursuing  preclinical  development  of other enzyme  product  candidates for
genetic and other diseases.

Recent Developments

On March 21, 2002, we acquired Synapse Technologies Inc. Synapse owns the rights
to certain patented and proprietary  technology  which,  based on the results of
preclinical  trials, has the potential to deliver  therapeutic enzymes and other
drugs  across  the  blood-brain  barrier  by  means of  traditional  intravenous
injections.  Under  the  terms  of  the  agreement,  we  purchased  100%  of the
outstanding shares of Synapse for approximately $10.2 million payable in 885,240
shares of our common stock. We also may make future contingent payments of up to
approximately  $6 million.  These payments are payable in cash or stock,  at our
option.

On February 7, 2002, we announced that we had reached a definitive  agreement to
acquire all of the  outstanding  capital stock of Glyko  Biomedical  Ltd. (GBL).
GBL's principal asset is its 21.3% ownership  interest in our common stock.  GBL
owns  approximately  11.4 million shares of our common stock. Under the terms of
the acquisition agreement,  GBL's common shareholders will receive approximately
11.4 million shares of our common stock in exchange for all of GBL's outstanding
common stock.  There will be no net effect on the number of shares of our common
stock outstanding,  as we plan to retire the existing shares of our common stock
currently held by GBL upon closing.

In December 2001 we decided to close the analytics  product catalog  business of
our  wholly-owned  subsidiary,  Glyko,  Inc.  The  majority  of the Glyko,  Inc.
employees  will be  incorporated  into  our  pharmaceutical  business  and  will
continue to provide necessary analytic and diagnostic support to our therapeutic
products. Certain operating assets of Glyko, Inc. may be offered for sale.



                --------------------------------------------
Our  principal  executive  offices are located at 371 Bel Marin Keys  Boulevard,
Suite  210,  Novato,  CA 94949  and our  telephone  number  is  (415)  884-6700.
"BioMarin,"  "Aryplase,"  "Neutralase"  and "Vibrilase" are our trademarks.  All
other  trademarks or trade names referred to in this prospectus are the property
of   their   respective   owners.   Information   contained   in  our   website,
www.biomarinpharm.com, is not part of this prospectus.

                                       2



                                  RISK FACTORS


An investment in our common stock  involves a high degree of risk. We operate in
a dynamic  and  rapidly  changing  industry  that  involves  numerous  risks and
uncertainties. Before purchasing these securities, you should carefully consider
the  following  risk  factors,  as well as other  information  contained in this
prospectus or  incorporated  by reference into this  prospectus,  to evaluate an
investment  in  the  securities  offered  by  this  prospectus.  The  risks  and
uncertainties  described  below are not the only ones we face.  Other  risks and
uncertainties,  including those that we do not currently consider material,  may
impair our business.  If any of the risks discussed  below actually  occur,  our
business,  financial  condition,  operating  results  or  cash  flows  could  be
materially adversely affected.  This could cause the trading price of our common
stock to decline, and you may lose all or part of your investment.

If we continue to incur operating  losses for a period longer than  anticipated,
we may be unable to continue our  operations at planned levels and may be forced
to reduce or discontinue operations.

     We are in an early  stage of  development  and have  operated at a net loss
since we were  formed.  Since we began  operations  in March 1997,  we have been
engaged  primarily in research and  development.  We have no sales revenues from
any of our  product  candidates.  As of March 31,  2002,  we had an  accumulated
deficit of approximately  $174.7 million.  We expect to continue to operate at a
net loss for the foreseeable  future.  Our future  profitability  depends on our
receiving  regulatory  approval  of our  product  candidates  and our ability to
successfully  manufacture and market any approved drugs,  either by ourselves or
jointly  with  others.  The  extent  of our  future  losses  and the  timing  of
profitability  are  highly  uncertain.  If we fail to become  profitable  or are
unable to sustain  profitability on a continuing basis, then we may be unable to
continue our operations.

If we fail to obtain the capital  necessary to fund our  operations,  we will be
unable to complete our product development programs.

     In the future, we may need to raise substantial  additional capital to fund
operations.  We may be unable to raise additional financing when needed due to a
variety of factors, including our financial condition, the status of our product
programs,  and the general  condition of the  financial  markets.  If we fail to
raise  additional  financing  as we need it, we will have to delay or  terminate
some or all of our product development programs.

     We expect to  continue  to spend  substantial  amounts of  capital  for our
operations  for the  foreseeable  future.  The  amount of  capital  we will need
depends on many factors, including:

o        the progress, timing and scope of our preclinical studies and clinical
         trials;

o        the time and cost necessary to obtain regulatory approvals;

o        the time and cost necessary to develop commercial manufacturing
         processes, including quality systems and to build or acquire
         manufacturing capabilities;

o        the time and cost necessary to respond to technological and market
         developments; and

o        any changes made or new developments in our existing collaborative,
         licensing and other commercial relationships or any new collaborative,
         licensing and other commercial relationships that we may establish.

     Moreover,  our fixed  expenses  such as rent,  license  payments  and other
contractual  commitments are substantial and will increase in the future.  These
fixed expenses will increase because we may enter into:

o        additional leases for new facilities and capital equipment;

o        additional licenses and collaborative agreements;

o        additional contracts for consulting, maintenance and administrative
         services; and
                                       3


o        additional contracts for product manufacturing.

     We  believe  that our cash,  cash  equivalents  and short  term  investment
securities  balances at March 31, 2002 will be  sufficient to meet our operating
and capital  requirements through 2003. These estimates are based on assumptions
and estimates,  which may prove to be wrong. As a result,  we may need or choose
to obtain additional financing during that time.

If we fail to obtain regulatory approval to commercially manufacture or sell any
of our future drug  products,  or if  approval is delayed,  we will be unable to
generate  revenue from the sale of our products,  our  potential for  generating
positive  cash flow will be  diminished  and the capital  necessary  to fund our
operations will increase.

     We must obtain  regulatory  approval  before  marketing or selling our drug
products in the U.S. and in foreign jurisdictions. In the United States, we must
obtain  FDA  approval  for each drug that we  intend to  commercialize.  The FDA
approval  process is  typically  lengthy and  expensive,  and  approval is never
certain.  Products  distributed  abroad are also  subject to foreign  government
regulation.  None of our drug  products has received  regulatory  approval to be
commercially  marketed and sold. If we fail to obtain  regulatory  approval,  we
will be unable to market  and sell our drug  products.  Because of the risks and
uncertainties in biopharmaceutical  development,  our drug products could take a
significantly  longer  time to gain  regulatory  approval  than we expect or may
never gain  approval.  If regulatory  approvals are not obtained or are delayed,
the credibility of our management and the value of our company will be adversely
affected.  Additionally,  we will be unable to generate revenue from the sale of
our  products  and our  potential  for  generating  positive  cash  flow will be
diminished and the capital necessary to fund our operations will be increased.

To obtain regulatory  approval to market our products,  preclinical  studies and
costly and  lengthy  clinical  trials will be  required,  and the results of the
studies and trials are highly uncertain.

     As part of the regulatory  approval  process,  we must conduct,  at our own
expense, preclinical studies in the laboratory on animals and clinical trials on
humans for each drug product.  We expect the number of  preclinical  studies and
clinical trials that the regulatory authorities will require will vary depending
on the drug  product,  the disease or condition  the drug is being  developed to
address  and  regulations  applicable  to the  particular  drug.  We may need to
perform multiple preclinical studies using various doses and formulations before
we can begin  clinical  trials,  which could  result in delays in our ability to
market  any of our  drug  products.  Furthermore,  even if we  obtain  favorable
results  in  preclinical  studies  on  animals,  the  results  in humans  may be
significantly different.


     After we have conducted preclinical studies on animals, we must demonstrate
that our drug  products  are safe and  efficacious  for use on the target  human
patients in order to receive regulatory approval for commercial sale. Adverse or
inconclusive  clinical results would stop us from filing for regulatory approval
of our drug products.  Additional factors that can cause delay or termination of
our clinical trials include:

o        slow or insufficient patient enrollment;

o        slow recruitment of, and completion of necessary institutional
         approvals at clinical sites;

o        longer treatment time required to demonstrate efficacy;

o        lack of sufficient supplies of the product candidate;

o        adverse medical events or side effects in treated patients;

o        lack of effectiveness of the product candidate being tested; and

o        regulatory requests for additional clinical trials.

     Typically,  if a drug product is intended to treat a chronic disease, as is
the case with most of the  product  candidates  we are  developing,  safety  and
efficacy data must be gathered over an extended period of time,  which can range
from six months to three years or more.

                                       4


     In May 2001,  we completed a 24-month  patient  evaluation  for the initial
clinical trial of our lead drug product, Aldurazyme, for the treatment of MPS I.
Two of the  original ten  patients  enrolled in this trial died in 2000.  One of
these patients received 103 weeks of Aldurazyme treatment and the other received
137 weeks of treatment.  One of the original  forty-five  patients who completed
the Phase 3 clinical  trial died after 16 weeks of the Phase 3 extension  study.
One patient treated under a  single-patient  use protocol died after 31 weeks of
Aldurazyme   treatment.   Based  on  medical  data   collected   from   clinical
investigative  sites,  none of these cases  directly  implicated  treatment with
Aldurazyme as the cause of death. If cases of patient complications or death are
ultimately  attributed to Aldurazyme,  our chances of commercializing  this drug
would be seriously compromised.

The fast track designation for our product candidates may not actually lead to a
faster  review  process  and a delay in the review  process or  approval  of our
products  will delay revenue from the sale of the products and will increase the
capital necessary to fund these programs.

     Aldurazyme  and  Aryplase  have  obtained  fast track  designations,  which
provides  certain  advantageous  procedures and  guidelines  with respect to the
review by the FDA of the BLA for  these  products  and  which may  result in our
receipt of an initial  response  from the FDA earlier  than would be received if
these  products  had not  received  a fast  track  designation.  However,  these
procedures and guidelines do not guarantee that the total review process will be
shorter than, or that approval will be obtained,  if at all, earlier than, would
be the case if the  products  had not received  fast track  designation.  If the
review process or approval for either product is delayed, realizing revenue from
the sale of these  products  will be delayed and the capital  necessary  to fund
these programs will be increased.

We will  not be able  to  sell  our  drug  products  if we fail to  comply  with
manufacturing regulations.

     Before we can begin  commercial  manufacture of our drug products,  we must
obtain  regulatory  approval  of our  manufacturing  facility  and  process.  In
addition,  manufacture  of our drug  products must comply with the FDA's current
Good  Manufacturing  Practices  regulations,  commonly  known as cGMP.  The cGMP
regulations  govern quality control and  documentation  policies and procedures.
Our manufacturing  facilities are continuously subject to inspection by the FDA,
the State of California  and foreign  regulatory  authorities,  before and after
product approval. Our Galli Drive and our Bel Marin Keys Boulevard manufacturing
facilities  have been  inspected  and  licensed by the State of  California  for
clinical pharmaceutical manufacture. Due to the complexity of the processes used
to manufacture our products,  we may be unable to pass federal or  international
regulatory  inspections in a cost  effective  manner.  For the same reason,  any
potential third party  manufacturer of our drug products may be unable to comply
with cGMP regulations in a cost effective manner.

     We must pass federal,  state and European  regulatory  inspections,  and we
must manufacture process  qualification  batches to final  specifications  under
cGMP  controls for each of our drug products  before the marketing  applications
can be approved.  Although we have completed process  qualification  batches for
Aldurazyme,  these batches may be rejected by the regulatory authorities, and we
may be unable to  manufacture  the process  qualification  batches for our other
products or pass the inspections in a timely manner, if at all.

If we fail to obtain  orphan  drug  exclusivity  for some of our  products,  our
competitors may sell products to treat the same conditions and our revenues will
be reduced.

     As part of our business strategy,  we intend to develop some drugs that may
be eligible for FDA and European  Community orphan drug  designation.  Under the
Orphan  Drug Act,  the FDA may  designate a product as an orphan drug if it is a
drug  intended  to treat a rare  disease  or  condition,  defined  as a  patient
population  of less than  200,000 in the United  States.  The company that first
obtains FDA  approval  for a  designated  orphan  drug for a given rare  disease
receives marketing exclusivity for use of that drug for the stated condition for
a period of seven years.  However,  different drugs can be approved for the same
condition.  Similar  regulations are available in the European  Community with a
ten year period of market exclusivity.

     Because the extent and scope of patent  protection for our drug products is
limited, orphan drug designation is particularly important for our products that
are eligible  for orphan drug  designation.  We plan to rely on the  exclusivity
period under the orphan drug designation to maintain a competitive  position. If
we do not obtain orphan drug  exclusivity  for our drug  products,  which do not
have patent protection, our competitors may then sell the same drug to treat the
same condition.
                                       5


     Even though we have  obtained  orphan drug  designation  for certain of our
product  candidates  and even if we obtain  orphan  drug  designation  for other
products  we  develop,  due  to the  uncertainties  associated  with  developing
pharmaceutical  products,  we may not be the first to obtain marketing  approval
for any  orphan  indication  or, if we are the  first,  that  exclusivity  would
effectively  protect  the product  from  competition.  Orphan  drug  designation
neither  shortens the development  time or regulatory  review time of a drug nor
gives the drug any advantage in the regulatory review or approval process.

Because the target patient  populations  for some of our products are small,  we
must achieve significant market share and obtain high per-patient prices for our
products to achieve profitability.

     Two of our lead drug candidates,  Aldurazyme and Aryplase,  target diseases
with small patient  populations.  As a result,  our  per-patient  prices must be
relatively  high  in  order  to  recover  our  development   costs  and  achieve
profitability.  Aldurazyme  targets  patients  with MPS I and  Aryplase  targets
patients with MPS VI. We estimate that there are  approximately  3,400  patients
with MPS I and 1,100  patients  with MPS VI in the developed  world.  We believe
that we will need to market  worldwide to achieve  significant  market share. In
addition,  we are developing other drug candidates to treat conditions,  such as
other genetic diseases and serious burn wounds, with small patient  populations.
Due to the expected costs of treatment for  Aldurazyme  and Aryplase,  we may be
unable to obtain  sufficient  market share for our drug products at a price high
enough to achieve profitability.

If we fail to obtain an adequate level of reimbursement for our drug products by
third-party  payers, the sales of our drugs would be adversely affected or there
may be no commercially viable market for our products.

     The course of treatment  for patients with MPS I using  Aldurazyme  and for
patients  with MPS VI using  Aryplase  is expected  to be  expensive.  We expect
patients  to need  treatment  throughout  their  lifetimes.  We expect that most
families  of  patients  will  not  be  capable  of  paying  for  this  treatment
themselves.  There  will be no  commercially  viable  market for  Aldurazyme  or
Aryplase without  reimbursement from third-party payers.  Additionally,  even if
there is a commercially  viable market,  if the level of  reimbursement is below
our expectations, our revenues and gross margins will be adversely affected.

     Third-party  payers,  such as government or private  health care  insurers,
carefully  review  and  increasingly  challenge  the prices  charged  for drugs.
Reimbursement  rates from private  companies vary  depending on the  third-party
payer,  the  insurance  plan  and  other  factors.   Reimbursement   systems  in
international   markets  vary  significantly  by  country  and  by  region,  and
reimbursement approvals must be obtained on a country-by-country basis.

     We currently have no expertise obtaining  reimbursement.  We expect to rely
on the expertise of our joint venture  partner  Genzyme to obtain  reimbursement
for the  costs of  Aldurazyme.  In  addition,  we will need to  develop  our own
reimbursement  expertise  for  future  drug  candidates  unless  we  enter  into
collaborations  with other companies with the necessary  expertise.  We will not
know what the  reimbursement  rates  will be until we are  ready to  market  the
product  and we  actually  negotiate  the  rates.  If we are  unable  to  obtain
sufficiently  high  reimbursement  rates,  our products may not be  commercially
viable or our future revenues and gross margins may be adversely affected.

     We  expect  that,  in  the  future,   reimbursement  will  be  increasingly
restricted both in the United States and internationally. The escalating cost of
health care has led to increased  pressure on the health care industry to reduce
costs.  Governmental  and private  third-party  payers have proposed health care
reforms and cost reductions.  A number of federal and state proposals to control
the cost of health care,  including the cost of drug treatments,  have been made
in the United  States.  In some foreign  markets,  the  government  controls the
pricing  which  would  affect the  profitability  of drugs.  Current  government
regulations and possible future legislation  regarding health care may adversely
affect  reimbursement  for medical  treatment by third-party  payers,  which may
render our products not  commercially  viable or may adversely affect our future
revenues and gross margins.

If we are unable to protect our  proprietary  technology,  we may not be able to
compete as effectively.

     Where  appropriate,  we seek patent  protection for certain  aspects of our
technology.  Patent  protection  may not be available for some of the enzymes we
are  developing.  If we must spend  significant  time and money  protecting  our
patents,  designing around patents held by others or licensing,  for large fees,
patents or other proprietary  rights held by others,  our business and financial
prospects may be harmed.

                                       6


     The patent positions of  biotechnology  products are complex and uncertain.
The  scope  and  extent  of  patent  protection  for  some of our  products  are
particularly  uncertain  because key  information  on some of the enzymes we are
developing  has existed in the public domain for many years.  Other parties have
published the  structure of the enzymes,  the methods for purifying or producing
the enzymes or the methods of treatment.  The composition and genetic  sequences
of animal and/or human  versions of many of our enzymes have been  published and
are believed to be in the public domain.  The composition and genetic  sequences
of other MPS  enzymes  that we  intend to  develop  as  products  have also been
published.  Publication  of this  information  may  prevent  us  from  obtaining
composition-of-matter  patents,  which  are  generally  believed  to  offer  the
strongest   patent   protection.   For   enzymes   with  no  prospect  of  broad
composition-of-matter  patents,  other forms of patent protection or orphan drug
status  may  provide  us with a  competitive  advantage.  As a  result  of these
uncertainties, investors should not rely on patents as a means of protecting our
product candidates, including Aldurazyme.

     We own or license patents and patent applications to certain of our product
candidates.  However,  these patents and patent  applications  do not ensure the
protection of our intellectual property for a number of other reasons, including
the following:

o        We do not know whether our patent applications will result in issued
         patents. For example, we may not have developed a method for treating a
         disease before others developed similar methods.

o        Competitors may interfere with our patent process in a variety of ways.
         Competitors may claim that they invented the claimed invention prior to
         us. Competitors may also claim that we are infringing on their patents
         and therefore cannot practice our technology as claimed under our
         patent. Competitors may also contest our patents by showing the patent
         examiner that the invention was not original, was not novel or was
         obvious. In litigation, a competitor could claim that our issued
         patents are not valid for a number of reasons. If a court agrees, we
         would lose that patent. As a company, we have no meaningful experience
         with competitors interfering with our patents or patent applications.

o        Enforcing patents is expensive and may absorb significant time of our
         management. Management would spend less time and resources on
         developing products, which could increase our research and development
         expense and delay product programs.

o        Receipt of a patent may not provide much practical protection. If we
         receive a patent with a narrow scope, then it will be easier for
         competitors to design products that do not infringe on our patent.

     In addition,  competitors also seek patent protection for their technology.
Due to the number of patents  in our field of  technology,  we cannot be assured
that we do not infringe on those patents or that we will not infringe on patents
granted in the future.  If a patent  holder  believes  our product  infringes on
their  patent,  the  patent  holder may sue us even if we have  received  patent
protection  for our  technology.  If someone  else  claims we  infringe on their
technology, we would face a number of issues, including the following:

o        Defending a lawsuit takes significant time and can be very expensive.

o        If the court decides that our product infringes on the competitor's
         patent, we may have to pay substantial damages for past infringement.

o        The court may prohibit us from selling or licensing the product unless
         the patent holder licenses the patent to us. The patent holder is not
         required to grant us a license. If a license is available, we may have
         to pay substantial royalties or grant cross-licenses to our patents.

o        Redesigning our product so it does not infringe may not be possible or
         could require substantial funds and time.

                                       7


     It  is  also  unclear   whether  our  trade  secrets  will  provide  useful
protection.  While we use reasonable  efforts to protect our trade secrets,  our
employees  or  consultants  may   unintentionally   or  willfully  disclose  our
information  to  competitors.  Enforcing  a claim that  someone  else  illegally
obtained and is using our trade secrets,  like patent  litigation,  is expensive
and time  consuming,  and the  outcome is  unpredictable.  In  addition,  courts
outside the United States are sometimes  less willing to protect trade  secrets.
Our competitors may  independently  develop  equivalent  knowledge,  methods and
know-how.

     We may also support and  collaborate  in research  conducted by  government
organizations  or  by   universities.   These   government   organizations   and
universities  may be unwilling to grant us any exclusive rights to technology or
products  derived  from  these   collaborations   prior  to  entering  into  the
relationship.  If we do  not  obtain  required  licenses  or  rights,  we  could
encounter delays in product  development while we attempt to design around other
patents or even be prohibited from developing, manufacturing or selling products
requiring these licenses. There is also a risk that disputes may arise as to the
rights to technology or products developed in collaboration with other parties.

The United States Patent and Trademark  Office  recently issued two patents that
relate to  (alpha)-L-iduronidase.  If we are not able to successfully  challenge
these patents, we may be prevented from producing Aldurazyme unless and until we
obtain a license.

     The United States Patent and Trademark  Office  recently issued two patents
that  include  composition  of matter and  method of use claims for  recombinant
(alpha)-L-iduronidase.   Our  lead  drug  product,   Aldurazyme,   is  based  on
recombinant (alpha)-L-iduronidase.  We believe that these patents are invalid on
a number  of  grounds.  A  corresponding  patent  application  was  filed in the
European   Patent  Office   claiming   composition  of  matter  for  recombinant
(alpha)-L-iduronidase,  and it was  rejected  over prior art and  withdrawn  and
cannot be refiled. Nonetheless, under U.S. law, issued patents are entitled to a
presumption  of  validity,  and  our  challenges  to  the  U.S.  patents  may be
unsuccessful.  Even if we are successful,  challenging  the U.S.  patents may be
expensive,  require our management to devote significant time to this effort and
may delay commercialization of Aldurazyme in the United States.

     The patent holder has granted an exclusive license for products relating to
these  patents  to one of our  competitors.  If we are  unable  to  successfully
challenge  the  patents,  we may be unable to produce  Aldurazyme  in the United
States unless we can obtain a sublicense from the current licensee.  The current
licensee  is not  required  to  grant us a  license  and  even if a  license  is
available,  we may have to pay substantial  license fees, which could materially
reduce potential profits from the eventual sale of Aldurazyme.

If our joint  venture  with  Genzyme  were  terminated,  we could be barred from
commercializing  Aldurazyme or our ability to commercialize  Aldurazyme would be
delayed or diminished.

     We are relying on Genzyme to apply the expertise it has  developed  through
the launch  and sale of other  enzyme-based  products  to the  marketing  of our
initial drug product,  Aldurazyme.  We have no experience selling,  marketing or
obtaining  reimbursement  for  pharmaceutical  products.  In  addition,  without
Genzyme, we would be required to pursue foreign regulatory approvals. We have no
experience in seeking foreign regulatory approvals.

     Either Genzyme or we may terminate the joint venture for specified reasons,
including  if the other  party is in  material  breach of the  agreement  or has
experienced a change of control or has declared bankruptcy and also is in breach
of the  agreement.  Although we are not currently in breach of the joint venture
agreement  and we believe that  Genzyme is not  currently in breach of the joint
venture  agreement,  there is a risk that either  Genzyme or we could breach the
agreement in the future.  Either party may also  terminate  the  agreement  upon
one-year prior written notice for any reason.  Furthermore, we may terminate the
joint venture if Genzyme fails to fulfill its  contractual  obligation to pay us
$12.1 million in cash upon the approval of the BLA for Aldurazyme.

     If the joint  venture is terminated  for breach,  the  non-breaching  party
would be granted,  exclusively,  all of the rights to Aldurazyme and any related
intellectual property and regulatory approvals and would be obligated to buy out
the breaching  party's  interest in the joint  venture.  If we are the breaching
party,  we would  lose our rights to  Aldurazyme  and the  related  intellectual
property and regulatory  approvals.  If the joint venture is terminated  without
cause,  the  non-terminating  party would have the option,  exercisable  for one
year,  to buy out the  terminating  party's  interest  in the joint  venture and
obtain all rights to Aldurazyme exclusively.  In the event of termination of the
buy out option without exercise by the non-terminating party as described above,
all right and title to Aldurazyme is to be sold to the highest bidder,  with the
proceeds to be split equally between Genzyme and us.

                                       8


     If the joint  venture  is  terminated  by either  party  because  the other
declared  bankruptcy  and is also in breach of the  agreement,  the  terminating
party  would be  obligated  to buy out the other and would  obtain all rights to
Aldurazyme  exclusively.  If the joint  venture is terminated by a party because
the other party  experienced a change of control,  the  terminating  party shall
notify the other  party,  the  offeree,  of its intent to buy out the  offeree's
interest in the joint venture for a stated amount set by the  terminating  party
at its  discretion.  The offeree must then either  accept this offer or agree to
buy the terminating  party's  interest in the joint venture on those same terms.
The party who buys out the other would then have exclusive rights to Aldurazyme.

     If we were obligated, or given the option, to buy out Genzyme's interest in
the joint  venture,  and gain exclusive  rights to  Aldurazyme,  we may not have
sufficient  funds to do so and we may not be able to obtain the  financing to do
so. If we fail to buy out  Genzyme's  interest,  we may be held in breach of the
agreement  and may lose any claim to the rights to  Aldurazyme  and the  related
intellectual  property and regulatory  approvals.  We would then  effectively be
prohibited from developing and commercializing the product.

     Termination  of the  joint  venture  in  which  we  retain  the  rights  to
Aldurazyme  could cause us  significant  delays in product  launch in the United
States,  difficulties  in  obtaining  third-party  reimbursement  and  delays or
failure  to obtain  foreign  regulatory  approval,  any of which  could hurt our
business  and  results  of  operations.  Since  Genzyme  funds  50% of the joint
venture's operating expenses,  the termination of the joint venture would double
our  financial  burden and reduce the funds  available  to us for other  product
programs.

If we are unable to manufacture  our drug products in sufficient  quantities and
at  acceptable  cost,  we may be unable to meet demand for our products and lose
potential revenues or have reduced margins.

     Although we have successfully  manufactured  Aldurazyme at commercial scale
within our cost parameters,  due to the complexity of manufacturing our products
we may not be able to  manufacture  any other drug product  successfully  with a
commercially  viable  process  or at a  scale  large  enough  to  support  their
respective commercial markets or at acceptable margins.

     Our  manufacturing  processes may not meet initial  expectations and we may
encounter  problems with any of the following  measurements of performance if we
attempt to increase the scale or size or improve the commercial viability of our
manufacturing processes:

o        design, construction and qualification of manufacturing facilities that
         meet regulatory requirements;

o        schedule;

o        reproducibility;

o        production yields;

o        purity;

o        costs;

o        quality control and assurance systems;

o        shortages of qualified personnel; and

o        compliance with regulatory requirements.

     Improvements  in  manufacturing  processes  typically are very difficult to
achieve and are often very expensive and may require extended periods of time to
develop. If we contract for manufacturing services with an unproven process, our
contractor is subject to the same  uncertainties,  high standards and regulatory
controls.

                                       9


     The availability of suitable contract manufacturing at scheduled or optimum
times is not  certain.  The  cost of  contract  manufacturing  is  greater  than
internal  manufacturing  and therefore our  manufacturing  processes  must be of
higher productivity to yield equivalent margins.

     The  manufacture  of Neutralase  involves the  fermentation  of a bacterial
species. We have never used a bacterial production process for the production of
any  commercial  product.   IBEX  Technologies  Inc.,  from  which  we  acquired
Neutralase,  had  contracted  with a  third  party  for the  manufacture  of the
Neutralase used in prior clinical trials.

     We have built-out approximately 51,800 square feet at our Novato facilities
for  manufacturing  capability  for Aldurazyme  and Aryplase  including  related
quality  control  laboratories,  materials  capabilities,  and support areas. We
expect to add additional  capabilities  in stages over time,  which could create
additional   operational   complexity  and   challenges.   We  expect  that  the
manufacturing  process of all of our new drug products,  including  Aryplase and
Neutralase,  will require  significant time and resources before we can begin to
manufacture  them (or have them  manufactured  by third  parties) in  commercial
quantity at acceptable cost.

     In order to achieve our product cost  targets,  we must  develop  efficient
manufacturing processes either by:

o        improving the product yield from our current cell lines, colonies of
         cells which have a common genetic makeup;

o        improving the manufacturing processes licensed from others; or

o        developing more efficient, lower cost recombinant cell lines and
         production processes.


     A  recombinant  cell line is a cell line with foreign DNA inserted  that is
used to  produce  an enzyme or other  protein  that it would not have  otherwise
produced.  The development of a stable,  high production cell line for any given
enzyme is difficult,  expensive and unpredictable and may not result in adequate
yields.  In  addition,  the  development  of protein  purification  processes is
difficult and may not produce the high purity required with acceptable yield and
costs or may not result in adequate shelf-lives of the final products. If we are
not  able to  develop  efficient  manufacturing  processes,  the  investment  in
manufacturing  capacity sufficient to satisfy market demand will be much greater
and will  place  heavy  financial  demands  upon us.  If we do not  achieve  our
manufacturing cost targets, we will have lower margins and reduced profitability
in commercial production and larger losses in manufacturing start-up phases.

If we are unable to expand marketing and  distribution  capabilities or to enter
into  agreements  with third parties to do so, our ability to generate  revenues
will be diminished.

     If we cannot expand  capabilities  either by  developing  our own sales and
marketing  organization or by entering into  agreements  with others,  we may be
unable to successfully sell our products. We believe that developing an internal
sales and distribution capability will be expensive and time consuming.

     Alternatively,  we may enter into  agreements  with third parties to market
our products.  For example,  under our joint  venture with  Genzyme,  Genzyme is
responsible  for marketing and  distributing  Aldurazyme.  However,  these third
parties may not be capable of successfully selling any of our drug products.

     With our acquisition of Neutralase from IBEX Technologies  Inc., we have an
enzyme product that has a significantly larger potential patient population than
Aldurazyme  and  Aryplase  and will be  marketed  and sold to  different  target
audiences with different therapeutic and financial  requirements and needs. As a
result,  we  will  be  competing  with  other   pharmaceutical   companies  with
experienced  and  well-funded  sales and marketing  operations  targeting  these
specific  physician and institutional  audiences.  We may not be able to develop
our own sales and  marketing  force at all,  or of a size that would allow us to
compete  with  these  other  companies.  If we elect to enter  into  third-party
marketing and  distribution  agreements in order to sell into these markets,  we
may not be able to enter into these  agreements on acceptable  terms, if at all.
If we cannot compete  effectively in these specific  physician and institutional
markets, it would adversely affect sales of Neutralase.

                                       10


If we fail to compete successfully with respect to product sales, we may be
unable to generate sufficient sales to recover our expenses related to the
development of a product program or to justify continued marketing of a product.


     Our competitors may develop,  manufacture and market products that are more
effective or less expensive than ours. They may also obtain regulatory approvals
for their products faster than we can obtain them (including those products with
orphan drug  designation)  or  commercialize  their products  before we do. With
respect  to  Aldurazyme   and   Aryplase,   if  our   competitors   successfully
commercialize a product that treats MPS I or MPS VI, respectively, before we do,
we may  effectively be precluded from developing a product to treat that disease
because the patient  populations  of the  diseases  are so small.  If one of our
competitors gets orphan drug  exclusivity,  we could be precluded from marketing
our  version for seven years in the U.S.  and ten years in the  European  Union.
However,  different drugs can be approved for the same  condition.  If we do not
compete  successfully,  we may be unable to generate sufficient sales to recover
our  expenses  related  to the  development  of a product  program or to justify
continued marketing of a product.

If we fail to compete  successfully with respect to acquisitions,  joint venture
and other  collaboration  opportunities,  we may be  limited  in our  ability to
develop new products and to continue to expand our product pipeline.

     Our competitors compete with us to attract  organizations for acquisitions,
joint ventures, licensing arrangements or other collaborations. To date, several
of our product  programs have been acquired  through  acquisitions,  such as the
programs  acquired  from IBEX and Synapse,  and several of our product  programs
have been developed  through  licensing or collaborative  arrangements,  such as
Aldurazyme and Vibrilase.  These  collaborations  include licensing  proprietary
technology from, and other relationships  with, academic research  institutions.
If our competitors  successfully  enter into partnering  arrangements or license
agreements with academic research  institutions,  we will then be precluded from
pursuing  those specific  opportunities.  Since each of these  opportunities  is
unique,  we may not be able to find a  substitute.  Several  pharmaceutical  and
biotechnology  companies  have already  established  themselves  in the field of
enzyme  therapeutics,  including  Genzyme,  our  joint  venture  partner.  These
companies have already begun many drug development  programs,  some of which may
target  diseases  that we are also  targeting,  and have  already  entered  into
partnering  and  licensing  arrangements  with academic  research  institutions,
reducing the pool of available opportunities.

     Universities  and  public  and  private  research   institutions  are  also
competitors  with us. While these  organizations  primarily have  educational or
basic research objectives,  they may develop proprietary  technology and acquire
patents  that we may need for the  development  of our  drug  products.  We will
attempt to license this proprietary technology, if available. These licenses may
not be  available  to us on  acceptable  terms,  if at all.  If we are unable to
compete  successfully  with  respect to  acquisitions,  joint  venture and other
collaboration  opportunities,  we may be limited in our  ability to develop  new
products and to continue to expand our product pipeline.

If we do not  achieve  our  projected  development  goals in the time  frames we
announce and expect,  the  commercialization  of our products may be delayed and
the  credibility of our  management may be adversely  affected and, as a result,
our stock price may decline.

     For  planning  purposes,  we estimate the timing of the  accomplishment  of
various  scientific,  clinical,  regulatory and other product development goals,
which we sometimes  refer to as  milestones.  These  milestones  may include the
commencement  or completion of  scientific  studies and clinical  trials and the
submission of regulatory  filings.  From time to time, we publicly  announce the
expected timing of some of these  milestones.  All of these milestones are based
on a variety of  assumptions.  The actual  timing of these  milestones  can vary
dramatically  compared to our  estimates,  in many cases for reasons  beyond our
control.  If  we do  not  meet  these  milestones  as  publicly  announced,  the
commercialization  of our  products  may be delayed and the  credibility  of our
management  may be  adversely  affected  and,  as a result,  our stock price may
decline.

If we fail to manage  our growth or fail to recruit  and retain  personnel,  our
product development programs may be delayed.

                                       11


     Our rapid growth has strained our  managerial,  operational,  financial and
other resources. We expect this growth to continue. We have entered into a joint
venture with Genzyme.  If we receive FDA and/or foreign  government  approval to
market  Aldurazyme,  the joint  venture  will be required  to devote  additional
resources to support the commercialization of Aldurazyme.

     To manage expansion effectively, we need to continue to develop and improve
our research and development capabilities, manufacturing and quality capacities,
sales and marketing  capabilities and financial and administrative  systems. Our
staff, financial resources, systems, procedures or controls may be inadequate to
support our operations  and our management may be unable to manage  successfully
future market  opportunities or our relationships with customers and other third
parties.

     Our future  growth and success  depends on our ability to recruit,  retain,
manage and motivate our  employees.  The loss of key  scientific,  technical and
managerial  personnel  may  delay  or  otherwise  harm our  product  development
programs.  Any harm to our  research  and  development  programs  would harm our
business and prospects.

     Because  of  the  specialized  scientific  and  managerial  nature  of  our
business,  we rely  heavily  on our  ability to  attract  and  retain  qualified
scientific,  technical and  managerial  personnel.  In  particular,  the loss of
Fredric D. Price, our Chairman and Chief Executive  Officer,  or Emil D. Kakkis,
M.D.,  Ph.D., our Senior Vice President of Scientific  Affairs or Christopher M.
Starr,  Ph.D., our Senior Vice President for Research and Development,  could be
detrimental to us if we cannot recruit suitable replacements in a timely manner.
While Mr. Price,  Dr. Kakkis and Dr. Starr are parties to employment  agreements
with us, these  agreements do not guarantee that they will remain  employed with
us in the future. In addition, these agreements do not restrict their ability to
compete  with us after their  employment  is  terminated.  The  competition  for
qualified  personnel  in the  biopharmaceutical  field is  intense.  Due to this
intense  competition,  we may be  unable  to  continue  to  attract  and  retain
qualified personnel necessary for the development of our business.

Changes in methods of treatment of disease could reduce demand for our products.

     Even if our drug products are approved,  doctors must use  treatments  that
require using those products.  If doctors elect a different  course of treatment
from that which  includes our drug  products,  this decision would reduce demand
for our drug products.

     Examples  include the potential use in the future of effective gene therapy
for  the  treatment  of  genetic  diseases.   The  use  of  gene  therapy  could
theoretically  reduce or eliminate the use of enzyme replacement  therapy in MPS
diseases.  Sometimes,  this  change  in  treatment  method  can be caused by the
introduction of other companies' products or the development of new technologies
or surgical  procedures which may not directly compete with ours, but which have
the effect of  changing  how  doctors  decide to treat a disease.  For  example,
Neutralase  is being  developed for heparin  reversal in coronary  artery bypass
graft (CABG) surgery.  It is possible that alternative  non-surgical  methods of
treating heart disease could be developed. If so, then the demand for Neutralase
would likely decrease.

If product liability lawsuits are successfully  brought against us, we may incur
substantial liabilities.

     We are exposed to the potential  product  liability  risks  inherent in the
testing,   manufacturing   and   marketing   of   human   pharmaceuticals.   The
BioMarin/Genzyme  LLC  maintains  product  liability  insurance for our clinical
trials  of  Aldurazyme  with  aggregate  loss  limits of $5.0  million.  We have
obtained  insurance against product  liability  lawsuits for the clinical trials
for  Aryplase  and  Vibrilase  with  aggregate  loss  limits  of  $8.0  million.
Pharmaceutical  companies  must balance the cost of insurance  with the level of
coverage based on estimates of potential liability.  Historically, the potential
liability associated with product liability lawsuits for pharmaceutical products
has been  unpredictable.  Although we believe  that our current  insurance  is a
reasonable  estimate of our potential  liability and  represents a  commercially
reasonable  balancing  of the level of  coverage  as compared to the cost of the
insurance,  we may be subject to claims in connection with our current  clinical
trials for  Aldurazyme,  Aryplase and Vibrilase for which the joint venture's or
our insurance coverages are not adequate.

                                       12


     If  Aldurazyme,  Aryplase or Vibrilase  receives FDA approval,  the product
liability  insurance  the joint  venture or we will need to obtain in connection
with  the  commercial  sales  of  Aldurazyme,   Aryplase  or  Vibrilase  may  be
unavailable in meaningful amounts or at a reasonable cost. In addition, while we
take, and continue to take, what we believe are appropriate precautions,  we may
be unable to avoid  significant  liability if any product  liability  lawsuit is
brought  against us. If we are the  subject of a  successful  product  liability
claim that exceeds the limits of any  insurance  coverage we may obtain,  we may
incur  substantial  liabilities  that would  adversely  affect our  earnings and
require the commitment of capital  resources  that might  otherwise be available
for the development and commercialization of our product programs.

Our stock price may be volatile,  and an  investment in our stock could suffer a
decline in value.

     Our  valuation  and stock price since the  beginning  of trading  after our
initial  public  offering  has had no  meaningful  relationship  to  current  or
historical  earnings,  asset values,  book value or many other criteria based on
conventional  measures of stock value. The market price of our common stock will
fluctuate due to factors including:

o        progress of Aldurazyme, Neutralase, Aryplase and our other lead drug
         products through the regulatory process, especially regulatory actions
         in the United States related to Aldurazyme;

o        results of clinical trials, announcements of technological innovations
         or new products by us or our competitors;

o        government regulatory action affecting our drug products or our
         competitors' drug products in both the United States and foreign
         countries;

o        developments or disputes concerning patent or proprietary rights;

o        general market conditions and fluctuations for the emerging growth and
         biopharmaceutical market sectors;

o        economic conditions in the United States or abroad;

o        actual or anticipated fluctuations in our operating results;

o        broad market fluctuations in the United States or in Europe, which may
         cause the market price of our common stock to fluctuate; and

o        changes in company assessments or financial estimates by securities
         analysts.

     In  addition,  the value of our common  stock may  fluctuate  because it is
listed on both Nasdaq and the Swiss  Exchange's SWX New Market.  Listing on both
exchanges may increase stock price volatility due to:

o        trading in different time zones;

o        different ability to buy or sell our stock;

o        different market conditions in different capital markets; and

o        different trading volume.

     In the past, following periods of large price declines in the public market
price of a company's  securities,  securities class action  litigation has often
been  initiated  against that  company.  Litigation of this type could result in
substantial costs and diversion of management's  attention and resources,  which
would hurt our business.  Any adverse  determination  in  litigation  could also
subject us to significant liabilities.

If our officers,  directors and largest stockholder elect to act together,  they
may be able to  control  our  management  and  operations,  acting in their best
interests and not necessarily those of other stockholders.

     Our directors and officers control  approximately  24.3% of the outstanding
shares of our common stock, based on the number of issued and outstanding shares
of our common  stock.  Glyko  Biomedical  Ltd. owns  approximately  21.3% of the
outstanding  shares of our  common  stock.  The  President  and Chief  Executive
Officer of Glyko  Biomedical and a significant  shareholder of Glyko  Biomedical
serve as two of our directors.  As a result, due to their concentration of stock
ownership,  directors and officers, if they act together, may be able to control
our  management  and  operations,  and  may be able to  prevail  on all  matters
requiring a stockholder vote including:

                                       13


o        The election of all directors;

o        The amendment of charter documents or the approval of a merger, sale of
         assets or other major corporate transactions; and

o        The defeat of any non-negotiated takeover attempt that might otherwise
         benefit the public stockholders.

Anti-takeover  provisions in our charter  documents  and under  Delaware law may
make an  acquisition  of us, which may be beneficial to our  stockholders,  more
difficult.

     We are  incorporated  in  Delaware.  Certain  anti-takeover  provisions  of
Delaware law and our charter  documents as currently in effect may make a change
in control of our company more  difficult,  even if a change in control would be
beneficial to the stockholders.  Our anti-takeover provisions include provisions
in the certificate of incorporation  providing that  stockholders'  meetings may
only be called by the board of directors and a provision in the bylaws providing
that the stockholders may not take action by written consent.  Additionally, our
board of  directors  has the  authority to issue  1,000,000  shares of preferred
stock and to determine  the terms of those  shares of stock  without any further
action by the  stockholders.  The  rights of  holders  of our  common  stock are
subject to the rights of the holders of any preferred  stock that may be issued.
The issuance of preferred  stock could make it more  difficult for a third party
to  acquire a  majority  of our  outstanding  voting  stock.  Delaware  law also
prohibits  corporations from engaging in a business combination with any holders
of 15% or more of their  capital  stock  until the holder has held the stock for
three years unless, among other  possibilities,  the board of directors approves
the  transaction.  Our board of directors  may use these  provisions  to prevent
changes in the management  and control of our company.  Also,  under  applicable
Delaware law, our board of directors may adopt additional anti-takeover measures
in the future.

The ability of our  stockholders  to recover against Arthur Andersen LLP, may be
limited because we have not been able to obtain,  after reasonable efforts,  the
reissued  reports of Arthur  Andersen with respect to the  financial  statements
included in this prospectus.

     Our audited  consolidated  financial  statements and the audited  financial
statements  of IBEX  Technologies  Inc./Technologies  IBEX  Inc.  -  Therapeutic
Enzymes Division and Glyko  Biomedical Ltd.  incorporated by reference into this
prospectus  have been audited by Arthur  Andersen  LLP. We have not been able to
obtain,  after reasonable efforts,  the reissued reports of Arthur Andersen with
respect to the financial  statements included in this registration  statement of
which this  prospectus is a part because,  among other reasons,  the partner and
the  audit  manager  in  charge  of  auditing  our  company,  IBEX  Technologies
Inc./Technologies  IBEX Inc. - Therapeutic Enzymes Division and Glyko Biomedical
Ltd. left Arthur Andersen and joined KPMG LLP effective May 9, 2002 and June 11,
2002,  respectively.  Therefore,  in reliance on Rule 437a promulgated under the
Securities  Act,  we have  dispensed  with the  requirement  to file  with  this
registration  statement and the reissued  report and consent of Arthur  Andersen
with respect to these financial  statements.  As a result, our stockholders will
not  be  able  to  recover  against  Arthur  Andersen  under  Section  11 of the
Securities  Act for any untrue  statement of a material fact  contained in these
financial  statements  or any  omissions to state a material fact required to be
stated  therein.  In  addition,  the  ability of Arthur  Andersen to satisfy any
claims properly  brought against it may be limited as a practical  matter due to
recent developments involving Arthur Andersen.
                                       14



                          FORWARD LOOKING STATEMENTS

This prospectus contains forward looking statements.  These statements relate to
future events or our future financial  performance.  We have identified  forward
looking  statements  in this  prospectus  using  words  such  as  "anticipates",
"believes,"  "could,"   "estimates,"   "expects,"   "intends,"  "may,"  "plans,"
"potential,"  "predicts,"  "should,"  or "will" or the negative of such terms or
other comparable terminology.  These statements are based on our beliefs as well
as  assumptions  we made using  information  currently  available to us. Because
these  statements  reflect our current views  concerning  future  events,  these
statements  involve  risks,   uncertainties,   and  assumptions.   These  risks,
uncertainties, assumptions and other factors, including the risks outlined under
"Risk Factors," that may cause our or our industry's  actual results,  levels of
activity,  performance or  achievements  to be materially  different from future
results,  levels of actual  activity,  performance or achievements  expressed or
implied by such forward looking statements.

     Although we believe that the expectations  reflected in the forward looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements.  We
are under no duty to update any of the forward looking statements after the date
of this prospectus to conform such statements to actual results, unless required
by law.

                                       15



                                 USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares  offered and
sold for the  account of the  selling  stockholder.  However,  the  shares  were
originally  purchased  by the  stockholder  with  proceeds  of a loan  from  us.
Pursuant  to the  terms  of a  security  agreement  securing  the  stockholder's
obligations  under this loan, a majority of the proceeds  from the sale of these
shares will be used to repay this loan.

The selling  stockholder  will not pay any of the expenses  that are incurred in
connection with the registration of the shares, but he will pay all commissions,
discounts and any other  compensation  to any securities  broker dealers through
whom he sells any of the shares.

                               SELLING STOCKHOLDER

The  following  table  sets  forth  the  name of the  selling  stockholder,  the
aggregate number of shares of common stock  beneficially owned by him as of June
28, 2002,  and the aggregate  number of shares of common stock that he may offer
and sell pursuant to this prospectus.  Because the selling stockholder may offer
all or a portion of the shares of common stock offered by this prospectus at any
time and from time to time after the date hereof, no estimate can be made of the
number of shares that he may retain upon  completion of this offering.  However,
assuming  the  selling  stockholder  sells  all of the  shares  offered  by this
prospectus,  after completion of this offering, the selling stockholder will own
approximately 2.0% of the shares of our common stock outstanding.

The shares to be sold in this offering  represent a portion of the shares issued
to the selling  stockholder at the time we were formed.  At that time, we loaned
the  selling   stockholder  the  money  to  purchase  the  shares.  The  selling
stockholder  was our chairman  and chief  executive  officer from our  inception
until October of 2000 and a member of our board of directors until May 2002. The
majority  of the  proceeds  from the sale of these  shares will be used to repay
this loan.

In the following table, we have calculated  shares of common stock  beneficially
owned based upon 53,424,129  shares of our common stock  outstanding on June 28,
2002, together with options,  warrants or other convertible  securities that are
exercisable, or other rights to acquire common stock, within 60 days of June 28,
2002 by the selling stockholder.  Under the rules of the Securities and Exchange
Commission,   beneficial   ownership   includes  shares  over  which  the  named
stockholder  exercises  voting  and/or  investment  power.  We believe  that the
selling  stockholder  has sole voting and  investment  power with respect to all
shares he beneficially owns, subject to applicable  community property laws. The
information  with  respect to  beneficial  ownership of common stock held by the
selling  stockholder  is based upon  information as supplied or confirmed by the
selling stockholder.

                                 Number of Shares
                                 Beneficially Owned Prior to    Number of Shares
                                 Offering                       Offered Hereby
Name
Grant W. Denison, Jr............        1,380,697                    300,000


                                       16



                              PLAN OF DISTRIBUTION

We are  registering  the  shares  of  common  stock  offered  for  sale  by this
prospectus  on  behalf  of the  selling  stockholder.  As used in this  section,
"selling stockholder" includes donees,  pledgees,  distributees,  transferees or
other  successors-in-interest,  including,  without limitation, their respective
affiliates,  members and limited or general partners,  all of which are referred
to as a group below as  transferees,  or certain  counterparties  to  derivative
transactions   with  the  selling   stockholder  or  transferees.   The  selling
stockholder will act independently of us in making decisions with respect to the
timing,  manner and size of each sale. We will pay all costs,  expenses and fees
in connection with the registration of the shares. The selling  stockholder will
pay all brokerage commissions,  underwriting  discounts,  commissions,  transfer
taxes and other similar selling  expenses,  if any,  associated with the sale of
the shares of common stock by him.

Shares of common stock may be sold by the selling  stockholder from time to time
in one or more types of transactions  (which may include block  transactions) on
the Nasdaq  National Market or on any other market on which our common stock may
from time to time be  trading,  in the  over-the-counter  market,  in  privately
negotiated  transactions,  through put or call options transactions  relating to
the shares, through short sales of such shares, or a combination of such methods
of sale, at market prices prevailing at the time of sale, fixed prices,  varying
prices  determined  at the time of sale or at  negotiated  prices.  The  selling
stockholder  will have the sole  discretion  not to accept any purchase offer or
make any sale of shares if he deems the purchase price to be  unsatisfactory  at
any  particular  time.  Such  transactions  may or may not  involve  brokers  or
dealers.  To the best of our knowledge,  the selling stockholder has not entered
into any agreements,  understandings  or arrangements  with any  underwriters or
broker-dealers  regarding  the  sale  of  their  securities,  nor  is  there  an
underwriter or  coordinating  broker acting in connection with the proposed sale
of shares of common  stock  offered by this  prospectus;  however,  the  selling
stockholder may enter into agreements,  understandings  or arrangements  with an
underwriter or broker-dealer regarding the sale of his shares in the future.

The selling stockholder may effect such transactions by selling shares of common
stock directly to purchasers or to or through  broker-dealers,  which may act as
agents or principals,  or other agents.  Such broker-dealers or other agents may
receive compensation in the form of discounts,  concessions, or commissions from
the selling  stockholders  and/or the  purchasers  of shares of common stock for
whom such  broker-dealers or other agents may act as agents or to whom they sell
as principal,  or both (which  compensation as to a particular  broker-dealer or
other  agent might be in excess of  customary  commissions).  Market  makers and
block  purchasers  purchasing the shares will do so for their own account and at
their own risk. It is possible that the selling stockholder will attempt to sell
shares  of  common  stock  in  block  transactions  to  market  makers  or other
purchasers at a price per share which may be below the then market price.

The selling  stockholder and any brokers,  dealers or agents that participate in
connection  with the sale of  shares  of  common  stock  might be  deemed  to be
"underwriters" within the meaning of the Securities Act of 1933 (the "Securities
Act"), and any commissions  received by such brokers,  dealers or agents and any
profit on the resale of the shares sold by them while acting as principals might
be deemed to be underwriting  discounts or commissions under the Securities Act.
We have agreed to indemnify the selling stockholder against certain liabilities,
including  liabilities arising under the Securities Act. The selling stockholder
may agree to indemnify any agent,  dealer,  broker-dealer  or  underwriter  that
participates  in  transactions  involving  sales of the  shares of common  stock
offered  pursuant to this  prospectus  against  certain  liabilities,  including
liabilities arising under the Securities Act.

Because the selling stockholder may be deemed to be an "underwriter"  within the
meaning of the Securities  Act, the selling  stockholder  will be subject to the
prospectus delivery requirements of the Securities Act and the rules promulgated
thereunder and they may be subject to certain  statutory  liabilities  under the
Securities  Act,  including,  but not limited to,  Sections 11, 12 and 17 of the
Securities  Act and Rule 10b-5 under the  Securities  Exchange  Act of 1934 (the
"Securities  Exchange Act"). In addition,  the selling stockholder and any other
person participating in the offering will be subject to applicable provisions of
the Securities Exchange Act and the rules and regulations thereunder,  including
Regulation M under the  Securities  Exchange Act,  which may limit the timing of
purchases and sales.  These  restrictions  may affect the  marketability  of the
common stock and the ability of any person to engage in market-making activities
with respect to the common stock.

                                       17


To comply  with the  securities  laws of  certain  jurisdictions,  the shares of
common  stock  offered  by this  prospectus  may need to be offered or sold only
through  registered  or licensed  brokers or dealers.  In  addition,  in certain
jurisdictions, the shares of common stock may not be offered or sold unless they
have been  registered  or qualified  for sale or an  exemption is available  and
complied with.

If the selling  stockholder  notifies us that any material  arrangement has been
entered into with a broker-dealer for the sale of shares of common stock through
a block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker,  dealer or underwriter,  we will file a supplement to
this prospectus, if required,  pursuant to Rule 424(b) under the Securities Act.
In addition, to the extent required, we will amend or supplement this prospectus
to disclose other material arrangements regarding the plan of distribution.

                                       18



                                  LEGAL MATTERS

For the purpose of this  offering,  Paul,  Hastings,  Janofsky & Walker LLP, Los
Angeles,  California is giving an opinion of the validity of the issuance of the
securities offered in this prospectus.

                                     EXPERTS

Our audited financial  statements for the year ended December 31, 2001, included
in our Annual  Report on Form 10-K,  the audited  financial  statements  of IBEX
Technologies Inc./Technologies IBEX Inc.-- Therapeutic Enzymes Division included
in our  Current  Report on Form  8-K/A,  as filed on  January  14,  2002 and our
Definitive  Proxy  Statement  dated  July 5,  2002,  and the  audited  financial
statements of Glyko Biomedical Ltd.,  included in our Definitive Proxy Statement
dated July 5, 2002,  each  incorporated  by  reference  in this  prospectus  and
elsewhere in the  registration  statement,  have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto.  After  reasonable  efforts,  we have not been able to obtain a current
consent of Arthur Andersen LLP to the inclusion of these  financial  statements,
and the related report of Arthur Andersen LLP, in this amendment. This inability
is because,  among other reasons, the partner and the audit manager in charge of
auditing us, IBEX Technologies Inc./Technologies IBEX Inc.-- Therapeutic Enzymes
Division  and Glyko  Biomedical  Ltd.  left Arthur  Andersen and joined KPMG LLP
effective May 9, 2002 and June 11, 2002, respectively. Therefore, in reliance on
Rule 437a of the Securities Act, the consent of Arthur Andersen  included herein
has not been reissued and Arthur Andersen LLP has not consented to the inclusion
of its report in this amendment to the registration  statement. As a result, our
stockholders  may not be able to  recover  against  Arthur  Andersen  LLP  under
Section 11 of the  Securities  Act for any untrue  statement of a material  fact
contained in these  financial  statements  or any  omissions to state a material
fact  required to be stated in these  financial  statements.  In  addition,  the
ability of Arthur Andersen LLP to satisfy claims properly brought against it may
be limited as a practical  matter due to recent  developments  involving  Arthur
Andersen LLP.

                       WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and current reports, proxy
statements  and  other  information  with the SEC.  You may read and copy  these
reports,  proxy  statements and other  information at the SEC's public reference
rooms in Washington,  D.C. You can request copies of these  documents by writing
to the SEC  and  paying  a fee for the  copying  cost.  Please  call  the SEC at
1-800-SEC-0330  for more information about the operation of the public reference
rooms.   Our  SEC  filings  are  also   available  at  the  SEC's  Web  site  at
"http://www.sec.gov."  In addition, you can read and copy our SEC filings at the
office of the National Association of Securities Dealers, Inc. at 1735 K Street,
Washington, D.C. 20006.

The SEC allows us to  "incorporate by reference"  information  that we file with
them, which means that we can disclose important information to you by referring
you  to  those  documents.  The  information  incorporated  by  reference  is an
important part of this  prospectus,  and information that we file later with the
SEC will  automatically  update and supersede  this  information.  Further,  all
filings we make under the Securities  Exchange Act of 1934 after the date of the
initial  registration  statement and prior to  effectiveness of the registration
statement shall be deemed to be incorporated by reference into this  prospectus.
We incorporate by reference the documents listed below and any future filings we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:

1.       Our Annual Report on Form 10-K for the year ended December 31, 2001, as
         amended by Form 10-K/A, as filed on April 30, 2002;

2.       Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002

3.       Our Definitive Proxy Statement dated July 5, 2002 filed in connection
         with our 2002 Annual Meeting of Stockholders;

4.       Our Current Report of Form 8-K/A filed on January 14, 2002 and our
         Current Reports on Form 8-K, as filed on January 7, 2002, January 15,
         2002; February 7, 2002; February 26, 2002; March 21, 2002; April 16,
         2002; April 24, 2002; May 7, 2002; May 16, 2002; June 12, 2002, as
         amended and restated on June 18, 2002; June 24, 2002; June 25, 2002;
         July 9, 2002 and July 15, 2002; and

5.       The description of our common stock set forth in our Form 8A, filed
         with the SEC on July 15, 1999.

                                       19


We will  provide  to you at no  cost a copy  of any  and all of the  information
incorporated  by  reference  into  the  registration  statement  of  which  this
prospectus is a part.  You may make a request for copies of this  information in
writing or by telephone. Requests should be directed to:

                          BioMarin Pharmaceutical Inc.
                             Attention: Joshua A. Grass
                     371 Bel Marin Keys Boulevard, Suite 210
                                Novato, CA 94949
                                 (415) 884-6777

Any statement contained in a document  incorporated or deemed to be incorporated
by reference in this prospectus shall be deemed modified, superceded or replaced
for purposes of this prospectus to the extent that a statement contained in this
prospectus,  or in any  subsequently  filed  document  that also is deemed to be
incorporated by reference in this prospectus,  modifies,  supercedes or replaces
such statement.  Any statement so modified,  superceded or replaced shall not be
deemed,  except as so modified,  superceded or replaced,  to constitute  part of
this prospectus.

                                       20





                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The  following  table  sets  forth  the  costs  and  expenses  to be paid by the
registrant in connection with the sale of the common stock being registered:

         Securities and Exchange Commission registration fee..............  $192
         Legal fees and expenses........................................ $15,000
         Accountants' fees and expenses.................................. $2,000
         Miscellaneous................................................... $1,000
         Total.......................................................... $18,192


The  foregoing  items,   except  for  the  Securities  and  Exchange  Commission
registration fee, are estimated.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Reference is made to the Amended and Restated  Certificate of Incorporation with
the  Registrant;  the  Bylaws of the  Registrant;  Section  145 of the  Delaware
General  Corporation  Law;  which,  among other  things,  and subject to certain
conditions,  authorize the Registrant to indemnify, or indemnify by their terms,
as the case may be, the directors and officers of the Registrant against certain
liabilities and expenses incurred by such persons in connection with claims made
by reason of their being such a director or officer. Pursuant to this authority,
the Registrant has entered into an indemnification  agreement with each director
and  executive  officer,   whereby  the  Registrant  has  agreed  to  cover  the
indemnification obligations.

The  Registrant   maintains   directors'  and  officers'   insurance   providing
indemnification  against  certain  liabilities  for certain of the  Registrant's
directors, officers, affiliates, partners or employees.

The   indemnification   provisions   in  the   Registrant's   Bylaws,   and  the
indemnification agreements entered into between the Registrant and its directors
and executive officers,  may be sufficiently broad to permit  indemnification of
the Registrant's officers and directors for liabilities arising under the Act.

Reference is made to the following documents incorporated by reference into this
Registration Statement regarding relevant  indemnification  provisions described
above  and  elsewhere  herein:  (1) the  Amended  and  Restated  Certificate  of
Incorporation,  filed  as  Exhibit  3.1B  to  Registrant's  Amendment  No.  2 to
Registration  Statement  on Form S-1  filed  with the  Securities  and  Exchange
Commission on July 6, 1999; (2) the Registrant's  Bylaws filed as Exhibit 3.1 to
Registrant's  Annual  Report on Form 10-K for the year ended  December 31, 2001,
and (3) the form of  Indemnification  Agreement  entered into by the  Registrant
with each of its  directors  and  executive  officers  filed as Exhibit  10.1 to
Registrant's  Registration  Statement on Form S-1 filed with the  Securities and
Exchange  Commission on May 4, 1999,  each  incorporated  by reference into this
Registration Statement.

                                      II-1



ITEM 16.  EXHIBITS

         Exhibit
         Number                          Description of Document

          5.1                Opinion of Paul, Hastings, Janofsky & Walker LLP
                             (Filed Previously).
         10.1                Amended and Restated Founder's Stock Purchase
                             Agreement with Grant W. Denison, Jr. dated as of
                             October 1, 1997 with exhibits.  (1)
         10.2                Form of Amended and Restated Registration Rights
                             Agreement by and among the Company and the
                             investors named therein.  (1)
         23.1                Consent of Paul, Hastings, Janofsky & Walker LLP
                             (Filed Previously).
         23.2**              Consent of Arthur Andersen LLP.
         24.1                Power of Attorney (Filed Previously).

      --------------------------------------------------------------------------
                  ** Omitted Pursuant to Rule 437a of the Securities Act
                  (1) incorporated by reference from the Company's Registration
                  Statement on Form S-1 (Registration No. 333-77701) filed on
                  May 4, 1999.



ITEM 17.  UNDERTAKINGS

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933, may be permitted to directors,  officers,  and controlling  persons of the
Registrant  pursuant to the  provisions  described in Item 15 or otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  Registrant  in the  successful  defense  of any action  suit,  or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-2



The undersigned Registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made
         pursuant to this registration statement: (i) to include any prospectus
         required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
         reflect in the prospectus any facts or events arising after the
         effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20 percent change
         in the maximum aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement;
         (iii) to include any material information with respect to the
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement;

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration statement relating to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof; and

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant  to section  13(a) or section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

The undersigned  Registrant  undertakes that: (1) for purpose of determining any
liability  under the Securities Act of 1933,  the  information  omitted from the
form of prospectus filed as part of the registration  statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b) (1) or (4) or 497(h) under the  Securities Act shall be deemed to
be part of the registration  statement as of the time it was declared effective;
and (2) for the purpose of determining any liability under the Securities Act of
1933, each post-effective  amendment that contains a form of prospectus shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-3



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the City of Novato,  State of  California,  this 26th day of
July, 2002.

                                          BIOMARIN PHARMACEUTICAL INC.

                                          By: /s/ Fredric D. Price
                                             ----------------------
                                                  Fredric D. Price
                                          Chairman, Chief Executive Officer and
                                          Director (Principal Executive Officer)



Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2
to Registration  Statement on Form S-3 has been signed by the following  persons
in the capacities and on the dates indicated:



                                                                                        

             Signature                                    Title                                     Date
             ---------                                    -----                                     ----
/s/ Fredric D. Price                 Chairman, Chief Executive Officer and Director            July 26, 2002
---------------------------          (Principal Executive Officer)
    Fredric D. Price
/s/ Kim Tsuchimoto                   Vice President, Controller (Principal Financial           July 26, 2002
---------------------------          and Accounting Officer)
    Kim Tsuchimoto
              *                      Director                                                  July 26, 2002
---------------------------
Phyllis I. Gardner, M.D.
              *                      Director                                                  July 26, 2002
---------------------------
Erich Sager
              *                      Director                                                  July 26, 2002
---------------------------
Gwynn R. Williams

* /s/ Fredric D. Price
----------------------
By:  Fredric D. Price
     Attorney-in-Fact



                                      II-4



                                  Exhibit Index

         Exhibit
         Number                     Description of Document

          5.1           Opinion of Paul, Hastings, Janofsky & Walker LLP
                        (Filed Previously).
         10.1           Amended and Restated Founder's Stock Purchase Agreement
                        with Grant W. Denison, Jr. dated as of October 1, 1997
                        with exhibits.  (1)
         10.2           Form of Amended and Restated Registration Rights
                        Agreement by and among the Company and the investors
                        named therein.  (1)
         23.1           Consent of Paul, Hastings, Janofsky & Walker LLP
                        (Filed Previously).
         23.2**         Consent of Arthur Andersen LLP.
         24.1           Power of Attorney (Filed Previously).

             --------------------
                  ** Omitted Pursuant to Rule 437a of the Securities Act
                  (1) incorporated by reference from the Company's Registration
                  Statement on Form S-1 (Registration No. 333-77701) filed on
                  May 4, 1999.



                                      II-5