SCHEDULE 14A
                    INFORMATION REQUIRED IN PROXY STATEMENT
                           SCHEDULE 14A INFORMATION

                 Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934


                                      
Filed by the Registrant  [X]

Filed by a Party other than the
Registrant  [_]

[_] Definitive Proxy Statement

Check the appropriate box:

[X] Preliminary Proxy Statement          [_] Confidential, for Use of the
                                             Commission Only (as permitted by
[_] Definitive Proxy Statement               Rule 14a-6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to
    (S)240.14a-12



                         BIOMARIN PHARMACEUTICAL INC.
               (Name of Registrant as Specified In Its Charter)

      (Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[_] No fee required

[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1) Title of each class of securities to which transaction applies: Common
       Shares of Glyko Biomedical Ltd.

   (2) Aggregate number of securities to which transaction applies: 34,352,823

   (3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
       filing fee is calculated and state how it was determined):

          34,352,823      --  No. of Glyko common shares
          multiplied by,
          U.S.$2.76       --  Average of the high and low prices
                              reported on the Toronto Stock Exchange
                              for Glyko common shares (Cdn.$4.40) on
                              April 8, 2002, adjusted to a U.S.
                              dollar equivalent (exchange rate 0.6273)
          U.S.$94,813,791

   (4) Proposed maximum aggregate value of transaction: $94,813,791

   (5) Total fee paid: $18,963

[X] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

   (1) Amount Previously Paid:

   (2) Form, Schedule or Registration Statement No.:

   (3) Filing Party:

   (4) Date Filed:



                         BIOMARIN PHARMACEUTICAL INC.
                    371 Bel Marin Keys Boulevard, Suite 210
                           Novato, California 94949

                                ________, 2002

Dear BioMarin Pharmaceutical Inc. Stockholder:

   You are cordially invited to attend the annual meeting of the stockholders
of BioMarin Pharmaceutical Inc. ("BioMarin") to be held on _______, 2002 at
10:00 a.m. (California time), at BioMarin's Galli Drive facility located at 46
Galli Drive, Novato, California 94949.

   The purpose of the annual meeting is to consider and vote upon proposals to:
(i) elect six directors of BioMarin; (ii) approve a transaction between
BioMarin and Glyko Biomedical Ltd. ("Glyko") by way of a Plan of Arrangement
under the Canada Business Corporations Act; and (iii) transact such other
business as properly may be brought before the BioMarin annual meeting or any
adjournment or postponement thereof. If the transaction involving Glyko is
completed, each Glyko common share will be exchanged for 0.3309 of a share of
BioMarin common stock and Glyko will become an indirect, wholly-owned
subsidiary of BioMarin. Up to 11,367,617 shares of BioMarin common stock will
be issued to Glyko shareholders in connection with the transaction. Upon
completion of the transaction, the Glyko shareholders will own approximately
[21.3%] of the outstanding shares of BioMarin common stock based on the number
of issued and outstanding shares of BioMarin common stock as of _________,
2002. Following completion of the transaction, BioMarin intends to exchange the
11,367,617 shares of BioMarin common stock owned by Glyko for shares of Series
A Preferred Stock of BioMarin and to cancel such 11,367,617 shares of BioMarin
common stock. After careful consideration, BioMarin's board of directors has
approved the transaction.

   The attached document serves as a (1) BioMarin proxy statement and (2) Glyko
management proxy circular. It provides detailed information concerning
BioMarin, Glyko, the proposals to be considered and voted upon at the annual
meeting and the transaction. Please give all of the information contained in
the attached document your careful attention. In particular, you should
carefully consider the discussion in the section entitled "Risk Factors" of the
attached document.

   BioMarin's board of directors recommends that you vote FOR the election of
each of the nominees to the board of directors.

   In addition, disinterested members of BioMarin's board of directors have
unanimously approved the transaction between BioMarin and Glyko. The board
recommends that you vote FOR the transaction. If the transaction is not
approved, it cannot be completed.

   YOUR VOTE IS IMPORTANT. Even if you do not attend the annual meeting, it is
important that your shares be voted. Please vote by promptly completing and
mailing the enclosed BioMarin proxy card so that your shares will be
represented at the annual meeting and voted as you wish.

                                              Sincerely,

                                              /s/  FREDRIC D. PRICE

                                              Fredric D. Price
                                              Chairman and Chief Executive
                                                Officer

   This document is dated _______, 2002 and is being first mailed to the
stockholders of BioMarin on or about _______, 2002.



                             GLYKO BIOMEDICAL LTD.
                                199 Bay Street
                           Toronto, Ontario M5L 1A9

                                         , 2002

To the Shareholders of Glyko Biomedical Ltd.:

   After careful consideration, the board of directors of Glyko Biomedical Ltd.
("Glyko") has approved a transaction between BioMarin Pharmaceutical Inc.
("BioMarin") and Glyko by way of a Plan of Arrangement under Section 192 of the
Canada Business Corporations Act. If the arrangement is completed, each Glyko
common share will be exchanged for 0.3309 of a share of BioMarin common stock
and Glyko will become an indirect, wholly-owned subsidiary of BioMarin. In
connection with the arrangement, it is proposed that Glyko be continued under
the British Columbia Company Act. BioMarin common stock is traded on Nasdaq and
the Swiss SWX New Market under the trading symbol "BMRN." On   .  , 2002, the
closing price of the BioMarin common stock as reported on Nasdaq was U.S. $.
per share. On the basis of such closing price, 0.3309 of a share of BioMarin
common stock has a value of U.S. $.. Up to 11,367,617 shares of BioMarin common
stock will be issued to Glyko shareholders in connection with the transaction.
This is the same number of shares of BioMarin common stock as is currently
owned by Glyko. Following completion of the transaction, BioMarin intends to
exchange the 11,367,617 shares of BioMarin common stock owned by Glyko for
Series A Preferred Stock of BioMarin and to cancel such 11,367,617 shares of
BioMarin common stock.

   The Joint Proxy Circular serves as a (1) BioMarin proxy statement and (2)
Glyko management proxy circular. It provides detailed information concerning
BioMarin, Glyko, the arrangement and the proposals related to the transaction.
Please give all of the information contained in the Joint Proxy Circular your
careful attention. In particular, you should carefully consider the discussion
in the section of the Joint Proxy Circular entitled "Risk Factors."

   Shareholders of Glyko are cordially invited to attend a special meeting to
vote on the arrangement and the continuance of Glyko under the laws of British
Columbia. The special meeting of Glyko shareholders will be held on   .  , 2002
at 10:00 a.m. (Toronto time) at the offices of Blake, Cassels & Graydon LLP,
199 Bay Street, Suite 2300, Commerce Court West, Toronto, Ontario M5L 1A9. Only
holders of Glyko common shares who hold such shares at the close of business on
  .  , 2002 will be entitled to receive notice of and to attend in person, or
appoint a proxy nominee to attend, and vote at this special meeting.

   The Glyko board of directors has unanimously approved the transaction. The
board recommends that you vote FOR the transaction. If the transaction is not
approved, it cannot be completed.

   YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Glyko special
meeting, please complete, sign, date and return the accompanying Glyko proxy in
the enclosed self-addressed stamped envelope. Returning the proxy does not
deprive you of your right to attend the meeting and to vote your shares in
person. Thank you for your consideration of this matter.

                                          Sincerely,

                                          /s/  JOERG GRUBER

                                          Joerg Gruber
                                          Chairman



                         BIOMARIN PHARMACEUTICAL INC.

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                        TO BE HELD ON           , 2002

TO THE STOCKHOLDERS OF BIOMARIN PHARMACEUTICAL INC.:

   NOTICE IS HEREBY given that the annual meeting of the stockholders of
BioMarin Pharmaceutical Inc. ("BioMarin") will be held at BioMarin's Galli
Drive facility located at 46 Galli Drive, Novato, California 94949, on
          , 2002 at 10:00 a.m. (California time), for the following purposes:

    1. To elect six directors of BioMarin;

    2. To consider and vote upon a proposal to approve a transaction for
       BioMarin to acquire all of the outstanding Glyko Biomedical Ltd.
       ("Glyko") common shares including, without limitation, the issuance of
       up to 11,367,617 shares of BioMarin common stock in connection with the
       transaction; and

    3. To transact such other business as properly may be brought before the
       annual meeting or any adjournment or postponement thereof.

   The foregoing items of business are more fully described in the Joint Proxy
Circular accompanying this notice.

   BioMarin, BioMarin Acquisition (Nova Scotia) Company and Glyko will not be
able to complete the transaction involving Glyko if the BioMarin stockholders
do not approve the transaction including, without limitation, the issuance of
shares of BioMarin common stock in connection with the transaction.

   BioMarin stockholders of record as of the close of business on           ,
2002, will be entitled to notice of and to vote at the annual meeting. A
BioMarin stockholders' list will be available on           , 2002, and may be
inspected during normal business hours prior to the annual meeting at the
offices of BioMarin, 371 Bel Marin Keys Boulevard, Suite 210, Novato,
California 94949.

   All BioMarin stockholders are cordially invited to attend the annual
meeting. To ensure your representation at the annual meeting, however, you are
urged to complete, date, sign and return the enclosed BioMarin proxy as
promptly as possible. A postage-prepaid envelope is enclosed for that purpose.
Any BioMarin stockholder attending the annual meeting may vote in person even
if that stockholder has returned a proxy.

                                             By Order of the Board of Directors,

                                             /s/  CHRISTOPHER M. STARR

                                             Christopher M. Starr, Ph.D.
                                             Secretary

          , 2002



                             GLYKO BIOMEDICAL LTD.

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                        TO BE HELD ON __________, 2002

   TO THE HOLDERS OF COMMON SHARES OF GLYKO BIOMEDICAL LTD.:

   A special meeting of the holders of common shares of Glyko Biomedical Ltd.
will be held at the offices of Blake, Cassels & Graydon LLP, 199 Bay Street,
Suite 2300, Commerce Court West, Toronto, Ontario M5L 1A9, on ________, 2002 at
10:00 a.m. (Toronto time) for the following purposes:

    1. to consider, pursuant to an interim order of the Superior Court of
       Justice (Ontario) dated ________, 2002, and if deemed advisable, to
       pass, with or without variation, a special resolution to approve an
       arrangement under Section 192 of the Canada Business Corporations Act
       involving the indirect acquisition by BioMarin Pharmaceutical Inc. of
       all the issued and outstanding common shares of Glyko;

    2. if the special resolution approving the above-mentioned arrangement is
       approved, to consider, and if deemed advisable, to pass, with or without
       variation, a special resolution to approve the continuance of Glyko
       under the laws of British Columbia; and

    3. to transact such further or other business as may properly come before
       the meeting or any adjournment or postponement thereof.

   Glyko will not proceed with the arrangement transaction unless the requisite
majority of shareholders passes both the arrangement resolution and the
continuance resolution. The arrangement is described in the accompanying Joint
Proxy Circular which serves as a circular in connection with Glyko management's
solicitation of proxies and as a proxy statement under applicable U.S.
securities laws for BioMarin in connection with the approval of the transaction
including the issuance of shares of BioMarin common stock under the
arrangement. The full text of the Glyko arrangement resolution is set out as
Annex C to the attached document. The full text of the Glyko continuance
resolution is set out as Annex D to the attached document. Glyko's notice of
application for the interim order and for a final order approving the
arrangement and the full text of the interim order is set out as Annex E to the
attached document.

   Pursuant to the interim order, registered holders of common shares of Glyko
may dissent in respect of the Glyko arrangement resolution. Pursuant to Section
190 of the Canada Business Corporations Act, registered holders of common
shares of Glyko may dissent in respect of the Glyko continuance resolution. If
the arrangement or the continuance becomes effective, dissenting Glyko
registered shareholders who comply with the dissent procedures (which are
described in the circular under the heading "Dissenting Shareholder Rights")
will be entitled to be paid the fair value of their common shares of Glyko.
Failure to comply strictly with such dissent procedures may result in the loss
or unavailability of any right to dissent.

   Glyko shareholders who do not expect to attend the meeting in person are
requested to complete, sign, date and return the enclosed form of Glyko proxy
in the enclosed envelope or by facsimile to Glyko Biomedical Ltd., c/o
Computershare Trust Company of Canada, Proxy Department, 100 University Avenue,
9/th/ Floor, Toronto, Ontario, Canada M5J 2Y1, facsimile number (416) 981-9800.
The form of proxy must be received by Computershare Trust Company of Canada
prior to 5:00 p.m. (Toronto time) on ________, 2002 or, in the event that the
meeting is adjourned or postponed, prior to 5:00 p.m. (Toronto time) on the
second business day prior to the day fixed for the adjourned or postponed
meeting.

   DATED at London, England, the __ day of ______, 2002.

                                                           By order of the Board

                                                           /s/  JOERG GRUBER

                                                           Joerg Gruber
                                                           Chairman



                           JOINT PROXY STATEMENT AND

                           MANAGEMENT PROXY CIRCULAR

                   WITH RESPECT TO AN ARRANGEMENT INVOLVING

                         BIOMARIN PHARMACEUTICAL INC.,

                  BIOMARIN ACQUISITION (NOVA SCOTIA) COMPANY

                                      AND

                             GLYKO BIOMEDICAL LTD.

                                 _______, 2002



            BIOMARIN PHARMACEUTICAL INC. AND GLYKO BIOMEDICAL LTD.

              JOINT PROXY STATEMENT AND MANAGEMENT PROXY CIRCULAR

   This Joint Proxy Statement and Management Proxy Circular ("Joint Proxy
Circular") is being furnished to holders of common stock, par value U.S.$0.001
per share, of BioMarin Pharmaceutical Inc., a corporation existing under the
laws of Delaware, in connection with the solicitation of proxies by the
BioMarin board of directors for use at the annual meeting of the stockholders
of BioMarin to be held at 10:00 a.m. (California time) on ________, 2002 at
BioMarin's Galli Drive facility located at 46 Galli Drive, Novato, California
94949, or any adjournment or postponement thereof.

   This Joint Proxy Circular is also being furnished to holders of common
shares of Glyko Biomedical Ltd., a corporation existing under the laws of
Canada, in connection with the solicitation of proxies by the Glyko board of
directors for use at the Glyko special meeting to be held at 10:00 a.m.
(Toronto time) on _______, 2002, at the offices of Blake, Cassels & Graydon
LLP, 199 Bay Street, Suite 2300, Commerce Court West, Toronto, Ontario M5L 1A9,
Canada, or any adjournment or postponement thereof.

   All information in this Joint Proxy Circular, including the annexes,
concerning BioMarin and BioMarin Acquisition (Nova Scotia) Company has been
supplied by BioMarin, and all information in this Joint Proxy Circular,
including the annexes, concerning Glyko has been supplied by Glyko. The
information concerning BioMarin after the completion of the transaction,
including pro forma financial information, has been jointly provided by
BioMarin and Glyko.

   SEE THE SECTION OF THIS JOINT PROXY CIRCULAR ENTITLED "RISK FACTORS"
BEGINNING ON PAGE 22 FOR CONSIDERATIONS RELEVANT TO APPROVAL OF THE PROPOSALS.

   No person is authorized to give any information or to make any
representation not contained in this Joint Proxy Circular and, if given or
made, such information or representation should not be relied upon as having
been authorized. This Joint Proxy Circular does not constitute an offer to
sell, or a solicitation of an offer to purchase, any securities, or the
solicitation of a proxy, by any person in any jurisdiction in which such an
offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such an offer or solicitation of an offer or proxy
solicitation. Neither the delivery of this Joint Proxy Circular nor any
distribution of the securities referred to in this Joint Proxy Circular shall,
under any circumstances, create an implication that there has been no change in
the information set forth herein since the date of this Joint Proxy Circular.

   Neither the Ontario Securities Commission nor the U.S. Securities and
Exchange Commission nor any provincial, state or other securities commission
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of the Joint Proxy Circular. Any representation to the contrary is a
criminal offense.



                               TABLE OF CONTENTS



                                                                                                 Page
                                                                                                 ----
                                                                                              

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

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA.............................................  18

COMPARATIVE MARKET PRICE AND TRADING VOLUME INFORMATION.........................................  19

EXCHANGE RATES..................................................................................  20

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS
  DOCUMENT......................................................................................  21

RISK FACTORS....................................................................................  22

   Risks Relating to the Transaction Generally - For Consideration by BioMarin Stockholders and
     Glyko Shareholders.........................................................................  22

   Risks Relating to BioMarin - For Consideration by Glyko Shareholders.........................  24

   Risk Relating to Glyko - For Consideration by BioMarin Stockholders..........................  37

   Risk Regarding Arthur Andersen LLP - For Consideration by BioMarin Stockholders and Glyko
     Shareholders...............................................................................  37

THE ANNUAL MEETING OF BIOMARIN STOCKHOLDERS.....................................................  38

   General......................................................................................  38

   Date, Time and Place.........................................................................  38

   Purpose of the Annual Meeting................................................................  38

   Record Date for the Annual Meeting...........................................................  38

   Vote Required................................................................................  38

   Quorum.......................................................................................  39

   Voting of Proxies at Annual Meeting and Revocability of Proxies..............................  39

   Solicitation of Proxies and Expenses.........................................................  40

   Dissenters' or Appraisal Rights..............................................................  40

   Submission of Stockholder Proposals for 2003 Annual Meeting..................................  40

   Auditors.....................................................................................  40

   Other Matters................................................................................  41

   Additional Information on Proposals for the Annual Meeting...................................  41

   Contact for Questions and Assistance in Voting...............................................  45

THE SPECIAL MEETING OF GLYKO SHAREHOLDERS.......................................................  46

   General......................................................................................  46

   Date, Time and Place.........................................................................  46

   Purpose of the Special Meeting...............................................................  46

   Record Date for Special Meeting..............................................................  46

   Vote Required................................................................................  46

   Quorum.......................................................................................  47

   Non-Registered Shareholders..................................................................  47

   Voting of Proxies at Special Meeting and Revocation of Proxies...............................  47


                                       i



                        TABLE OF CONTENTS--(Continued)



                                                                                                Page
                                                                                                ----
                                                                                             

   Solicitation of Proxies and Expenses........................................................  48

   Dissenting Shareholder Rights...............................................................  48

   Shareholder Proposals.......................................................................  49

   Independent Auditors........................................................................  49

   Other Matters...............................................................................  49

   Recommendation of the Glyko Board of Directors..............................................  49

   Contact for Questions and Assistance in Voting..............................................  49

THE TRANSACTION................................................................................  50

   General.....................................................................................  50

   Treatment of Stock Options..................................................................  51

   Background of the Transaction...............................................................  51

   Joint Reasons for the Transaction...........................................................  53

   Recommendation of BioMarin's Board of Directors.............................................  54

   Opinion of BioMarin's Financial Advisor.....................................................  57

   Recommendation of Glyko's Board of Directors................................................  60

   Opinion of Glyko's Financial Advisor........................................................  62

   Interests of Certain Persons in the Transaction.............................................  66

   Share Ownership of Directors and Executive Officers and Certain Related Persons of BioMarin.  67

   Share Ownership of Directors and Executive Officers of Glyko................................  67

   Court Approval of the Arrangement and Completion of the Transaction.........................  67

   Continuance.................................................................................  68

   Accounting Treatment........................................................................  69

   Contingent Capital Gains Tax Liability to BioMarin..........................................  69

   Stock Exchange Listings.....................................................................  70

   Regulatory Matters..........................................................................  70

   Exemption from Registration Requirements of Securities Laws and Limitations on Resale of
     BioMarin Common Stock.....................................................................  70

   Delisting and Deregistration of Glyko Common Shares After the Transaction...................  72

   Termination of Ongoing Reporting Obligations................................................  72

   Other Agreements............................................................................  72

   Expenses....................................................................................  73

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES.................................................  74

SELECTED CONSOLIDATED FINANCIAL DATA...........................................................  75

   BioMarin Selected Consolidated Financial Data...............................................  75

   BioMarin Supplemental Financial Data........................................................  76

   Glyko Selected Financial Data...............................................................  78

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS..........................................  81


                                      ii



                        TABLE OF CONTENTS--(Continued)



                                                                          Page
                                                                          ----
                                                                       

  NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.........  84

  PRO FORMA CAPITALIZATION OF BIOMARIN...................................  86

  THE ACQUISITION AGREEMENT..............................................  87

     Structure of the Arrangement........................................  87

     Completion and Effectiveness of the Arrangement.....................  87

     Exchange of Shares under the Arrangement............................  87

     Fractional Shares...................................................  88

     Representations and Warranties of Glyko.............................  88

     Representations and Warranties of BioMarin and BioMarin Nova Scotia.  89

     Glyko's Conduct of Business Before Completion of the Arrangement....  90

     Glyko Shareholder Approval and BioMarin Stockholder Approval........  91

     Material Covenants..................................................  91

     Conditions to Completion of the Arrangement.........................  93

     Termination of the Acquisition Agreement............................  95

     Payment of Termination Fee..........................................  95

     Extension, Waiver and Amendment of the Acquisition Agreement........  96

     Expenses............................................................  96

  TRANSACTION MECHANICS..................................................  97

     The Arrangement.....................................................  97

     The Continuance.....................................................  97

     Share Certificates..................................................  97

     Fractional Shares...................................................  98

     Rights of Dissent...................................................  98

     Withholding Rights..................................................  98

  BIOMARIN CAPITAL STOCK................................................. 100

     BioMarin Preferred Stock............................................ 100

     BioMarin Common Stock............................................... 100

  GLYKO SHARE CAPITAL.................................................... 100

     Common Shares....................................................... 100

     Preference Shares................................................... 100

  THE COMPANIES AFTER THE TRANSACTION.................................... 101

     General............................................................. 101

     Directors and Officers.............................................. 101

     Pro Forma Security Ownership of Certain Beneficial Owners........... 101

     Dividend Policy..................................................... 102

     Independent Auditors................................................ 102

     Transfer Agent and Registrar........................................ 102


                                      iii



                        TABLE OF CONTENTS--(Continued)



                                                                        Page
                                                                        ----
                                                                     

   BUSINESS OF BIOMARIN................................................ 103

      Overview......................................................... 103

      Recent Developments.............................................. 104

      BioMarin's Strategy.............................................. 107

      Manufacturing.................................................... 108

      Sales and Marketing.............................................. 108

      Patents and Proprietary Rights................................... 108

      Government Regulation............................................ 109

      Competition...................................................... 110

      Employees........................................................ 111

      Directors of BioMarin............................................ 111

      Executive Officers and Other Significant Employees of BioMarin... 112

      Security Ownership Of Certain Beneficial Owners.................. 114

      Executive and Director Compensation.............................. 116

      Report of Audit Committee........................................ 123

      Report of Compensation Committee................................. 124

      Performance Graph................................................ 126

      Certain Relationships and Related Transactions................... 126

      Legal Proceedings................................................ 127

      Auditors, Registrar and Transfer Agent........................... 127

   BIOMARIN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS......................................... 128

      Overview......................................................... 128

      Results of Operations............................................ 128

      Liquidity and Capital Resources.................................. 132

      New Accounting Pronouncements.................................... 135

      Critical Accounting Policies..................................... 135

      Quantitative and Qualitative Disclosure about Market Risk........ 137

   BUSINESS OF GLYKO................................................... 138

      Overview......................................................... 138

      Security Ownership of Certain Beneficial Owners and Management... 138

      Management of Glyko.............................................. 140

      Meetings of the Board and its Committees......................... 140

      Audit Committee.................................................. 142

      Compensation of Directors........................................ 142

      Directors' and Officers' Insurance............................... 142

      Section 16(a) Beneficial Ownership Reporting Compliance.......... 142


                                      iv



                        TABLE OF CONTENTS--(Continued)



                                                                                          Page
                                                                                          ----
                                                                                       

   Executive Compensation................................................................ 143

   Stock Option Plan..................................................................... 143

   Fiscal 2001 Option Grants............................................................. 144

   Options Exercises/Fiscal Year Ended Value............................................. 144

   Employment Contracts and Termination of Employment and Change of Control Arrangements. 144

   Performance Graph..................................................................... 145

   Certain Relationships and Related Transactions........................................ 145

GLYKO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS.................................................................. 146

   Overview.............................................................................. 146

   Results of Operations................................................................. 146

   Liquidity and Capital Resources....................................................... 148

   Summary of Significant Accounting Policies............................................ 148

   Quantitative and Qualitative Disclosure about Market Risk............................. 149

TAX CONSIDERATIONS FOR GLYKO SECURITYHOLDERS............................................. 150

   Canadian Tax Considerations for Glyko Shareholders.................................... 150

   Glyko Shareholders Resident in Canada................................................. 150

   Glyko Shareholders Not Resident in Canada............................................. 154

   United States Federal Income Tax Considerations for Glyko Shareholders................ 155

   U.S. Federal Income Tax Consequences to U.S. Holders.................................. 156

   U.S. Federal Income Tax Consequences to Non-U.S. Holders.............................. 158

   Backup Withholding and Information Reporting.......................................... 159

COMPARISON OF SHAREHOLDER RIGHTS......................................................... 161

   Voting Rights......................................................................... 161

   Required Vote for Extraordinary Transactions.......................................... 161

   Vote Required for Ordinary Transactions; Quorum....................................... 162

   Cumulative Voting..................................................................... 162

   Calling a Stockholders' Meeting....................................................... 162

   Amendment of Certificate of Incorporation or Articles of Incorporation................ 163

   Amendment of Bylaws................................................................... 163

   Dissenters' Appraisal Rights.......................................................... 163

   Oppression Remedy..................................................................... 164

   Shareholder Derivative Actions........................................................ 165

   Director Qualifications............................................................... 165

   Election of Directors................................................................. 166

   Fiduciary Duties of Directors......................................................... 166

   Removal of Directors.................................................................. 166


                                      v



                        TABLE OF CONTENTS--(Continued)



                                                                      Page
                                                                      -----
                                                                   

       Filling Vacancies on the Board of Directors...................   166

       Stockholder Action by Written Consent.........................   167

       Indemnification of Officers and Directors.....................   167

       Director Liability............................................   168

       Anti-Takeover Provisions and Interested Stockholders..........   168

       Transactions with Interested Directors or Officers............   169

    DISSENTING SHAREHOLDER RIGHTS....................................   170

       BioMarin......................................................   170

       Glyko.........................................................   170

    LEGAL MATTERS....................................................   173

    EXPERTS..........................................................   173

    WHERE YOU CAN FIND ADDITIONAL INFORMATION........................   173

    NOTICE TO CANADIAN SHAREHOLDERS AND OPTIONHOLDERS OF GLYKO.......   175

    NOTICE TO UNITED STATES SHAREHOLDERS AND OPTIONHOLDERS OF GLYKO..   176

    LIST OF ANNEXES:

    ANNEX A--ACQUISITION AGREEMENT...................................   A-1

    ANNEX A-1--AMENDING AGREEMENT.................................... A-1-1

    ANNEX B--PLAN OF ARRANGEMENT.....................................   B-1

    ANNEX C--ARRANGEMENT RESOLUTION..................................   C-1

    ANNEX D--CONTINUANCE RESOLUTION..................................   D-1

    ANNEX E--NOTICE OF APPLICATION AND INTERIM ORDER.................   E-1

    ANNEX F--OPINION OF UBS WARBURG LLC..............................   F-1

    ANNEX G--OPINION OF TD SECURITIES INC............................   G-1

    ANNEX H--SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT.....   H-1

    ANNEX I--BIOMARIN CONSOLIDATED AUDITED FINANCIAL STATEMENTS......   I-1

    ANNEX J--GLYKO AUDITED FINANCIAL STATEMENTS (IN CANADIAN GAAP)...   J-1

    ANNEX K--GLYKO AUDITED FINANCIAL STATEMENTS (IN UNITED STATES
      GAAP)..........................................................   K-1

    ANNEX L--IBEX THERAPEUTIC ENZYMES DIVISION AUDITED FINANCIAL
      STATEMENTS.....................................................   L-1


                                      vi



                                    SUMMARY

   The following is a summary of the information contained in this Joint Proxy
Circular. This summary may not contain all of the information that is important
to you. You should carefully read this entire document and the other documents
referred to herein for a more complete understanding of the arrangement, the
continuance and related transactions involving BioMarin, BioMarin Acquisition
(Nova Scotia) Company and Glyko. In particular, you should read the annexes
attached to this Joint Proxy Circular, including the Acquisition Agreement, the
Amending Agreement and the Plan of Arrangement, which are attached to this
Joint Proxy Circular as Annexes A, A-1 and B, respectively.

   In addition, the stockholders of BioMarin should carefully read the
information concerning the proposal relating to the election of directors of
BioMarin, as described under the section titled "The Annual Meeting of BioMarin
Stockholders" in this Joint Proxy Circular.

   Unless otherwise noted, all dollar amounts in this Joint Proxy Circular are
expressed in United States dollars.

THE MEETINGS AND THE APPROVAL PROCESS--GENERALLY

Date, Time and Place

   BioMarin.  The annual meeting of the stockholders of BioMarin will be held
on ________, 2002, at its Galli Drive facility located at 46 Galli Drive,
Novato, California 94949, at 10:00 a.m. (California time).

   See "The Annual Meeting of BioMarin Stockholders--Date, Time and Place."

   Glyko.  The special meeting of the shareholders of Glyko will be held on
________, 2002, at the offices of Blake, Cassels & Graydon LLP, 199 Bay Street,
Suite 2300, Commerce Court West, Toronto, Ontario M5L 1A9 at 10:00 a.m.
(Toronto time).

   See "The Special Meeting of Glyko Shareholders--Date, Time and Place."

Purposes of the Meetings

   BioMarin.  The purpose of the BioMarin annual meeting is to consider and
vote upon (i) a proposal to elect six directors of BioMarin; (ii) a proposal to
approve the transaction with Glyko, including, without limitation, the issuance
of shares of BioMarin common stock in connection with the transaction; and
(iii) such other business as properly may be brought before the BioMarin annual
meeting or any adjournment or postponement thereof. BioMarin will not proceed
with the transaction unless the transaction, including, without limitation, the
issuance of shares of BioMarin common stock in connection with the transaction,
is approved by its stockholders.

   See "The Annual Meeting of BioMarin Stockholders--Purpose of the Annual
Meeting" and "The Annual Meeting of BioMarin Stockholders--Additional
Information on Proposals for the Annual Meeting."

   Glyko.  The purpose of the Glyko meeting is (i) to consider, pursuant to an
interim order of the Superior Court of Justice (Ontario) dated ________, 2002,
and if deemed advisable, to pass, with or without variation, the Glyko
arrangement resolution attached as Annex C to this Joint Proxy Circular to
approve an arrangement under Section 192 of the Canada Business Corporations
Act involving the acquisition by BioMarin of all the issued and outstanding
common shares of Glyko; (ii) if the special resolution approving the
above-mentioned arrangement is approved, to consider, and if deemed advisable,
to pass, with or without variation, the Glyko continuance resolution attached
as Annex D to this Joint Proxy Circular to approve the continuance of Glyko
under the laws

                                      1



of British Columbia; and (iii) to transact such further or other business as
may properly come before the Glyko special meeting or any adjournment or
postponement thereof. Glyko will not proceed with the transaction unless both
the arrangement resolution and the continuance resolution are approved by
shareholders.

   See "The Special Meeting of Glyko Shareholders--Purpose of the Special
Meeting."

Who Can Vote at the Meetings

   BioMarin.  Only record holders of BioMarin common stock at the close of
business on ________, 2002 are entitled to notice of and to vote at the
BioMarin annual meeting. On that date, there were ________ shares of BioMarin
common stock outstanding. The holders of BioMarin common stock vote together as
a single class. Each share will have one vote on each matter acted upon at the
BioMarin annual meeting.

   See "The Annual Meeting of BioMarin Stockholders--General" and "The Annual
Meeting of BioMarin Stockholders--Record Date for Annual Meeting."

   Glyko.  The Glyko shareholders whose names were entered on the register of
shareholders of Glyko at the close of business on ________, 2002 will be
entitled to receive notice of and to attend in person, or appoint a proxy
nominee to attend, and vote at the Glyko special meeting. Shareholders are
entitled to one vote for each Glyko common share held on that date.

   See "The Special Meeting of Glyko Shareholders--General" and "The Special
Meeting of Glyko Shareholders--Record Date for Special Meeting."

What Vote is Required

   BioMarin.  The presence, in person or by proxy, at the BioMarin annual
meeting of the holders of a majority of the outstanding shares of BioMarin
common stock is necessary for a quorum. The affirmative vote by holders of a
majority of the outstanding shares of BioMarin common stock, present in person
or by proxy at the annual meeting, is required to approve the matters properly
brought before the annual meeting, except for the election of the directors.
The directors will be elected by a plurality of the votes of the shares present
in person or by proxy and entitled to vote.

   See "The Annual Meeting of BioMarin Stockholders--Vote Required."

   Glyko.  The presence, in person or by proxy, at the Glyko meeting of two or
more shareholders holding common shares representing at least 33% of the
outstanding Glyko common shares is necessary for a quorum. The Glyko
arrangement resolution and the Glyko continuance resolution must be approved by
not less than two-thirds of the votes cast by the holders of Glyko common
shares, voting in person or by proxy, at the Glyko special meeting.
Shareholders representing approximately 27.3% of the Glyko common shares have
agreed with BioMarin, subject to certain conditions, to vote their shares in
favor of the Glyko arrangement resolution and Glyko continuance resolution and
otherwise support the transaction.

   See "The Special Meeting of Glyko Shareholders--Vote Required."

Revocability of Proxies

   BioMarin.  A stockholder who has given a proxy may revoke it at any time
before it is exercised at the BioMarin annual meeting, by (1) delivering to the
secretary of BioMarin (by any means, including facsimile) a written notice
stating that the proxy is revoked, (2) signing and so delivering a proxy
bearing a later date or

                                      2



(3) attending the BioMarin annual meeting and voting in person (although
attendance at the BioMarin annual meeting will not, by itself, revoke a proxy).

   See "The Annual Meeting of BioMarin Stockholders--Voting of Proxies at
Annual Meeting and Revocability of Proxies."

   Glyko.  The form of proxy accompanying this Joint Proxy Circular confers
discretionary authority upon the proxy nominee with respect to any amendments
or variations to the matters identified in the notice of special meeting of
shareholders of Glyko and any other matter which may properly come before the
Glyko special meeting or any adjournment thereof.

   If a proxy given to Glyko management is signed and returned, the securities
represented by the proxy will be voted for or against the Glyko arrangement
resolution and the Glyko continuance resolution, in accordance with the
instructions marked on the proxy. If no instructions are marked, the securities
represented by such a proxy will be voted FOR the Glyko arrangement resolution
and FOR the Glyko continuance resolution and in accordance with Glyko
management's recommendation with respect to amendments or variations of the
matters set out in the Glyko notice of special meeting or any other matters
which may properly come before the Glyko special meeting.

   See "The Special Meeting of Glyko Shareholders--Voting of Proxies at Special
Meeting and Revocation of Proxies."

THE TRANSACTION--GENERALLY

Parties to the Transaction

                         BioMarin Pharmaceutical Inc.
                      371 Bel Marin Keys Blvd., Suite 210
                           Novato, California 94949
                                (415) 884-6700

   BioMarin, a Delaware corporation, is engaged in the business of developing
enzyme therapies to treat serious, life-threatening diseases and conditions.

   See "Business of BioMarin--Overview."

                  BioMarin Acquisition (Nova Scotia) Company
                      371 Bel Marin Keys Blvd., Suite 210
                           Novato, California 94949
                                (415) 884-6700

   BioMarin Acquisition (Nova Scotia) Company ("BioMarin Nova Scotia") was
incorporated under the laws of the Province of Nova Scotia on February 6, 2002,
as an unlimited liability company for the sole purpose of effecting the
transaction. BioMarin Nova Scotia has not conducted any business since its
formation and, after the transaction is completed, will continue to exist as a
wholly-owned subsidiary of BioMarin Acquisition (Del.) Inc., a Delaware
corporation, which is a wholly-owned subsidiary of BioMarin.

                             Glyko Biomedical Ltd.
                                199 Bay Street
                           Toronto, Ontario M5L 1A9
                                (416) 863-2400

                                      3



   Glyko was incorporated under the laws of Canada on June 26, 1992. On
December 21, 1992, simultaneously with the initial public offering of Glyko's
common shares and listing on the Toronto Stock Exchange, Glyko acquired 100% of
the outstanding shares of Glyko, Inc., a company incorporated under the laws of
Delaware. At the time of acquisition, Glyko, Inc. was involved with original
scientific research aimed at developing novel analytic and research
instrumentation for carbohydrate research and for human medical diagnosis.
Glyko was incorporated for the sole purpose of acquiring Glyko, Inc.

   On October 25, 1996, Glyko formed BioMarin to develop its pharmaceutical
products. Beginning in October 1997, BioMarin commenced raising capital from
third parties and engaging in other transactions which resulted in BioMarin
issuing common stock to entities other than Glyko. As a result, Glyko's
percentage ownership interest in BioMarin decreased over time. On October 7,
1998, Glyko sold Glyko, Inc., which produces certain carbohydrate analytical
products, to BioMarin. As a result of the sale of Glyko, Inc., Glyko has no
operating activities or operational employees. Glyko's only significant asset,
other than cash and cash equivalents, is its investment in BioMarin. Glyko owns
approximately [21.3%] of the outstanding shares of BioMarin common stock based
on the number of issued and outstanding shares of BioMarin common stock as of
________, 2002.

   See "Business of Glyko--Overview."

Joint Reasons for the Transaction

   The boards of directors of BioMarin and Glyko approved the Acquisition
Agreement, and the transactions contemplated by the Acquisition Agreement,
because they determined that the stockholders of their respective companies
will benefit from the transaction. Among other benefits, the boards of
directors believe that:

  .   the stockholders of BioMarin, including former Glyko shareholders, will
      benefit from BioMarin's simplified share ownership structure;

  .   the stockholders of BioMarin, including the former Glyko shareholders,
      will benefit from the increased number of holders of shares of BioMarin
      common stock, as the liquidity of the BioMarin common stock should be
      enhanced; and

  .   the shareholders of Glyko will benefit from having direct ownership
      interests in BioMarin and from the increased liquidity associated with
      holding shares of BioMarin common stock.

   See "The Transaction--Joint Reasons for the Transaction."

Recommendation of BioMarin's Board of Directors for the Transaction

   The disinterested members of BioMarin's board of directors, which constitute
a majority of the BioMarin board of directors, believe that the terms of the
transaction are fair to the stockholders of BioMarin and in the best interests
of BioMarin and have unanimously approved the transaction including, without
limitation, the issuance of shares of BioMarin common stock in connection with
the transaction, and recommend that the stockholders of BioMarin vote FOR the
transaction including, without limitation, the issuance of shares of BioMarin
common stock in connection with the transaction.

   See "The Transaction--Joint Reasons for the Transaction" and "The
Transaction--Recommendation of BioMarin's Board of Directors."

                                      4



Opinion of BioMarin's Financial Advisor

   The BioMarin board of directors received a written opinion dated February 6,
2002 from UBS Warburg LLC, BioMarin's financial advisor, as to the fairness,
from a financial point of view, to BioMarin of the exchange ratio set forth in
the Acquisition Agreement. The full text of UBS Warburg's written opinion,
dated February 6, 2002, is attached to this Joint Proxy Circular as Annex F.
BioMarin stockholders are encouraged to carefully read this opinion in its
entirety for a description of the assumptions made, procedures followed,
matters considered and limitations on the review undertaken. UBS Warburg's
opinion is addressed to the BioMarin board of directors and does not constitute
a recommendation to any stockholder with respect to any matter relating to the
proposed transaction.

   See "The Transaction--Opinion of BioMarin's Financial Advisor."

Recommendation of Glyko's Board of Directors

   The Glyko board of directors believes that the terms of the arrangement are
fair to the shareholders of Glyko and in the best interests of Glyko.
Accordingly, the Glyko board of directors has unanimously approved the
Acquisition Agreement and recommends that the shareholders of Glyko vote FOR
the Glyko arrangement resolution and FOR the Glyko continuance resolution.

   See "The Transaction--Joint Reasons for the Transaction" and "The
Transaction--Recommendation of Glyko's Board of Directors."

Opinion of Glyko's Financial Advisor

   In deciding to approve the Acquisition Agreement and the transactions
contemplated by the Acquisition Agreement, Glyko's board of directors
considered an opinion from its financial advisor, TD Securities Inc. On
February 6, 2002, TD Securities delivered its opinion to the board of directors
of Glyko that, as of that date, the consideration to be received by Glyko
shareholders under the Acquisition Agreement is fair, from a financial point of
view.

   The full text of the TD Securities opinion, which sets forth the assumptions
made, matters considered and limits on review undertaken, is attached to this
Joint Proxy Circular as Annex G. Glyko shareholders are encouraged to carefully
read the opinion in its entirety. The opinion of TD Securities is addressed to
the board of directors of Glyko and relates only to the fairness, from a
financial point of view, of the consideration to be received by the holders of
Glyko common shares. The opinion does not address any other aspects of the
proposed arrangement or the continuance and does not constitute an opinion or
recommendation to any shareholder of Glyko as to how such shareholder should
vote with respect to the Glyko arrangement resolution or the Glyko continuance
resolution.

   See "The Transaction--Opinion of Glyko's Financial Advisor."

Interests of Certain Persons in the Transaction

   In considering how to vote your securities with respect to the transaction,
you should be aware that certain members of the BioMarin board of directors and
certain members of management and the board of directors of Glyko have certain
interests in the transaction that may present them with actual or potential
conflicts of interest in connection with the transaction. The BioMarin board of
directors and the Glyko board of directors were aware of these interests and
considered them along with the other matters summarized above. These interests
include:

  .   the receipt by directors of Glyko, two directors and two executive
      officers of BioMarin (in their capacities as shareholders of Glyko), of
      shares of BioMarin common stock in exchange for Glyko

                                      5



      common shares in the transaction. These directors and officers will
      receive the same per share consideration as other Glyko shareholders in
      the transaction;

  .   the receipt by directors and officers of Glyko (the only holders of
      options for Glyko common shares) of options to purchase BioMarin common
      stock in exchange for options to purchase Glyko common shares; and

  .   a promise by BioMarin to provide directors' and officers' liability
      insurance for a specified period to Glyko's board of directors and
      management.

   Furthermore, the Acquisition Agreement provides executive officers and
directors of Glyko with continuing indemnification rights upon terms and
conditions consistent with those in effect on the date of the Acquisition
Agreement.

   See "The Transaction--Interests of Certain Persons in the Transaction."

Share Ownership of Directors and Executive Officers and Certain Related Persons
of BioMarin

   As of the close of business on ________, 2002, the directors and executive
officers of BioMarin (and their respective affiliates, not including Glyko)
collectively beneficially owned approximately [5.4%] of the shares of BioMarin
common stock entitled to vote at the BioMarin annual meeting. These directors
include Messrs. Erich Sager and Gwynn Williams, who collectively own or control
approximately [8.3%] of the Glyko common shares. Furthermore, Glyko owns
approximately [21.3%] of the issued and outstanding shares of BioMarin common
stock based on the number of issued and outstanding shares of BioMarin common
stock as of       , 2002. Accordingly, the directors and executive officers of
BioMarin (and their respective affiliates) together with Glyko collectively
beneficially own approximately [26.7%] of the shares of BioMarin common stock
entitled to vote at the BioMarin annual meeting, which represents a substantial
percentage of the vote required to approve the transaction because the
affirmative vote by holders of a majority of the outstanding BioMarin common
stock, present in person or by proxy at the annual meeting of BioMarin's
stockholders, is required to approve the transaction including, without
limitation, the issuance of shares of BioMarin common stock in connection with
the transaction.

   See "The Transaction--Share Ownership of Directors and Executive Officers
and Certain Related Persons of BioMarin."

Share Ownership of Directors and Executive Officers of Glyko

   As of the close of business on ________, 2002, directors and executive
officers of Glyko (and their respective associates) collectively owned or
exercised direction or control over approximately [9%] of the Glyko common
shares entitled to vote at the Glyko special meeting, exclusive of options to
acquire Glyko common shares also held by these directors and executive
officers. Other than Messrs. Erich Sager, Gwynn Williams, Christopher Starr and
Emil Kakkis, BioMarin and its affiliates do not currently own any Glyko common
shares. The vote required for approval of the Glyko arrangement resolution and
the Glyko continuance resolution at the Glyko special meeting is not less than
two-thirds of the votes cast at the special meeting by holders of Glyko common
shares present in person or by proxy at the special meeting. Shareholders
representing approximately 27.3% of the Glyko common shares (including all of
the directors of Glyko who are shareholders) have agreed with BioMarin, subject
to certain conditions, to vote their shares in favor of the Glyko arrangement
resolution and the Glyko continuance resolution.

   See "The Transaction--Share Ownership of Directors and Executive Officers of
Glyko."

                                      6



Structure and Effects of the Transaction

   The Acquisition Agreement among BioMarin, BioMarin Nova Scotia and Glyko
dated as of February 6, 2002, as amended by the Amending Agreement dated as of
May 16, 2002 (attached as Annex A-1) and the Plan of Arrangement are attached
to this Joint Proxy Circular as Annex A and Annex B, respectively. Please read
the Acquisition Agreement, the Amending Agreement, the Plan of Arrangement and
the other transaction agreements as they are the principal legal documents that
govern the transaction.

   The Acquisition Agreement and Plan of Arrangement provide for the
combination of BioMarin and Glyko in a transaction under which each holder of
Glyko common shares will receive for each Glyko common share held, 0.3309 of a
share of BioMarin common stock. In no event will the aggregate number of shares
of BioMarin common stock issued to Glyko shareholders exceed 11,367,617. Glyko
shareholders who properly exercise dissent rights will not be entitled to
receive shares of BioMarin common stock but will be entitled to receive payment
in cash from Glyko representing the fair value of their Glyko common shares. It
is a condition to closing of the transaction that holders of no more than one
percent in the aggregate of the issued and outstanding Glyko common shares
shall have exercised dissent rights in respect of the arrangement and the
continuance.

   The mechanics of the transaction will involve BioMarin Nova Scotia acquiring
all of the outstanding common shares of Glyko (other than those of dissenting
Glyko shareholders who ultimately receive the fair value of their Glyko common
shares) in exchange for shares of BioMarin common stock.

   Each Glyko option not exercised prior to the implementation time of the
arrangement will be exchanged for an option to purchase a number of shares of
BioMarin common stock equal to 0.3309 multiplied by the number of Glyko common
shares subject to such Glyko option, with the total number of shares of
BioMarin common stock subject to the replacement option rounded down to the
nearest whole number. The exercise price per share of the replacement options
to acquire BioMarin common stock shall be equal to the U.S. dollar equivalent
of the exercise price per Glyko common share of the Glyko option immediately
prior to the consummation of the arrangement divided by 0.3309, rounded up to
the nearest whole cent. Each replacement option will be granted in accordance
with BioMarin's 1997 Stock Plan.

   In connection with the transaction, "implementation time" means 12:01 a.m.
(Pacific time) on the date that is the earlier of (i) the date that Glyko is
continued under the laws of British Columbia; (ii) the date upon which Glyko's
board of directors resolves to implement the arrangement, which in no event may
be prior to the effective date; or (iii) the date that is 10 days following the
effective date. The "effective date" is the date of the certificate of
arrangement to be issued pursuant to the Canada Business Corporations Act
giving effect to the arrangement.

   Immediately following the completion of the transaction and as a result
thereof, former holders of Glyko common shares will hold an aggregate of
approximately 11,367,617 shares of BioMarin common stock which, based on the
number of issued and outstanding shares of BioMarin common stock as of       ,
2002 and assuming completion of the preferred stock exchange described below,
will represent approximately [21.3%] of the outstanding shares of BioMarin
common stock.

   See "The Transaction," "Transaction Mechanics" and "Pro Forma Capitalization
of BioMarin."

The Companies after the Transaction

   Following completion of the transaction, BioMarin intends to exchange the
11,367,617 shares of BioMarin common stock owned by Glyko for Series A
Preferred Stock of BioMarin, cancel such 11,367,617 shares of common stock and
have Glyko remain as a non-operating, indirect subsidiary of BioMarin.

   See "The Transaction--Continuance" and "The Companies after the Transaction."

                                      7



Completion and Effectiveness of the Transaction

   The transaction will be completed as soon as practicable after the requisite
shareholder, regulatory and court approvals have been obtained and are final
and all other conditions to the transaction have been satisfied or waived.
BioMarin and Glyko currently plan to complete the transaction during the third
calendar quarter of 2002. The arrangement is subject to court approval and
other conditions, some of which are beyond the control of BioMarin and Glyko,
and therefore the exact timing of completion of the transaction cannot be
predicted with certainty. Either party may terminate the Acquisition Agreement
if the transaction is not completed by August 30, 2002.

   See "The Transaction--Court Approval of the Arrangement and Completion of
the Transaction."

The Acquisition Agreement--Certain Covenants, Conditions to Completion of the
Arrangement and Other Matters

  No Solicitation

   Glyko has agreed that, while the transaction is pending, it will not solicit
or engage in discussions or negotiations with any third parties with respect to
an Acquisition Proposal. An Acquisition Proposal means any offer, proposal or
inquiry (other than an offer or proposal by BioMarin) contemplating or
otherwise relating to any Acquisition Transaction. An Acquisition Transaction
includes, among other things, a transaction relating to any merger,
consolidation, amalgamation, business combination or sale of more than 20% of
the assets or outstanding securities of any class of voting securities of
Glyko, provided that Glyko may enter into such discussions and enter into an
agreement with a third party with respect to such a transaction if Glyko's
board of directors determines, subject to the satisfaction of certain
conditions, that failure to take such action would be inconsistent with its
fiduciary obligations under applicable law.

   See "The Acquisition Agreement--Material Covenants."

  Conditions to Completion of the Arrangement

   Completion of the arrangement is subject to the satisfaction of a number of
conditions, including:

  .   the approval of the Glyko arrangement resolution and the Glyko
      continuance resolution each by at least two-thirds of the votes cast by
      the holders of Glyko common shares who are represented at the Glyko
      special meeting and in accordance with any other conditions imposed by
      the interim order attached as Annex E to this Joint Proxy Circular and
      which are satisfactory to Glyko;

  .   the approval of the arrangement, including the issuance of shares of
      BioMarin common stock, by at least a majority of the votes cast by
      holders of BioMarin common stock voting at the BioMarin annual meeting;

  .   the issuance of a final order of the Superior Court of Justice (Ontario)
      acceptable to BioMarin and Glyko;

  .   the exemption from registration under the United States Securities Act of
      1933 of the shares of BioMarin common stock to be issued upon the
      consummation of the arrangement;

  .   the absence of any legal proceeding in which a governmental body is
      seeking to prevent the consummation of the arrangement;

  .   the accuracy in all material respects of the representations and
      warranties of BioMarin, BioMarin Nova Scotia and Glyko contained in the
      Acquisition Agreement;

                                      8



  .   there not having occurred a material adverse change with respect to
      either Glyko or BioMarin since February 6, 2002; and

  .   holders of no more than one percent in the aggregate of the issued and
      outstanding Glyko common shares having exercised and not withdrawn their
      dissent rights.

   Some of the conditions to completion of the arrangement may be waived by the
party entitled to assert the benefit of the condition. Neither BioMarin nor
Glyko intends to solicit shareholder approval of the transaction based on a
waived condition, unless its board of directors determines in good faith that
the waiver of such condition is sufficiently material as to warrant seeking
further shareholder approval.

   See "The Acquisition Agreement--Conditions to Completion of the Arrangement"
and "The Transaction--Qualification and Resale of Shares of BioMarin Common
Stock."

  Termination of the Acquisition Agreement

   Glyko and BioMarin may mutually agree to terminate the Acquisition Agreement
without completing the transaction. In addition, either Glyko or BioMarin may
terminate the Acquisition Agreement under any of the following circumstances:

  .   if the arrangement has not been consummated by August 30, 2002;

  .   if a governmental body shall have issued an order, decree or ruling
      having the effect of prohibiting the arrangement;

  .   if the requisite approval of the holders of Glyko common shares is not
      obtained;

  .   if the requisite approval of the holders of BioMarin common stock is not
      obtained; or

  .   if the conditions to completion of the arrangement would not be satisfied
      because of a material breach by the other party (which in the case of
      BioMarin includes BioMarin Nova Scotia) of any of its representations,
      warranties, covenants or other agreements contained in the Acquisition
      Agreement or if any of the other party's material representations or
      warranties becomes untrue (although in any such case the breaching party
      would have 30 days to cure any such breach).

   BioMarin may also terminate the Acquisition Agreement if Glyko breaches the
provisions of the Acquisition Agreement that prohibit Glyko from, among other
things, soliciting Acquisition Proposals from third parties.

   See "The Acquisition Agreement--Termination of the Acquisition Agreement."

  Payment of Termination Fee

   Under certain circumstances, Glyko or BioMarin is required to pay the other
a termination fee of $1.0 million if the Acquisition Agreement is terminated.

   See "The Acquisition Agreement--Payment of Termination Fee."

Other Agreements

   As a condition to closing the transaction, Glyko and BioMarin will enter
into agreements with certain affiliates of Glyko, pursuant to which such
affiliates agree not to sell, pledge or otherwise dispose of any shares of
BioMarin common stock unless: (i) such transaction is permitted under Rule 145
under the United States

                                      9



Securities Act of 1933; (ii) such transaction is made pursuant to an effective
registration statement under the United States Securities Act of 1933, or (iii)
such transaction is made pursuant to an exemption from registration under the
United States Securities Act of 1933.

   BioMarin has entered into agreements with certain shareholders of Glyko
(including all of the directors who are shareholders), representing, in the
aggregate, approximately 27.3% of the outstanding Glyko common shares, pursuant
to which each such shareholder has agreed, among other things: (i) to vote the
Glyko common shares held by such shareholder in favor of the arrangement and
the transactions contemplated thereby; and (ii) to vote the Glyko common shares
held by such shareholder against (1) any Acquisition Proposal (other than a
Superior Offer), (2) any reorganization, recapitalization, dissolution,
liquidation or winding up of Glyko, and (3) any amendment of the articles of
incorporation or bylaws of Glyko which would prevent, impede, interfere with or
delay the arrangement.

   Under the terms of the Acquisition Agreement, a Superior Offer is an
unsolicited, bona fide written offer made by a third party (other than BioMarin
or its affiliates) which, if consummated, would result in such third party
acquiring, directly or indirectly, securities representing more than 50% of the
voting power of the shares of Glyko or the resulting entity of such transaction
or all or substantially all of the assets of Glyko, in each case on terms which
the board of directors of Glyko reasonably determines (following receipt of
advice from its financial advisors of nationally recognized reputation and
outside counsel) to be more favorable to Glyko's shareholders than the terms of
the arrangement.

   See "The Transaction--Other Agreements."

Tax Considerations for Glyko Securityholders

   Glyko securityholders should read carefully the information under "Tax
Considerations for Glyko Securityholders," which qualifies the information set
forth below, and should consult their own tax advisors with respect to their
particular circumstances. No advance income tax rulings have been sought or
obtained with respect to any of the transactions described herein.

  Canadian Federal Income Tax Considerations

   Canadian resident Glyko shareholders who hold Glyko common shares as capital
property and who receive shares of BioMarin common stock pursuant to the
arrangement will dispose of their Glyko common shares and will generally be
considered to have realized a capital gain (or capital loss) to the extent that
the proceeds of disposition of their Glyko common shares exceed (or are less
than) the aggregate of the adjusted cost base of such shares and any reasonable
costs of disposition. For this purpose, the proceeds of disposition will be
equal to the fair market value of the shares of BioMarin common stock received,
determined at the implementation time of the arrangement, plus the amount of
any cash received in lieu of a fractional share. Shares of BioMarin common
stock received by Glyko shareholders that are Canadian deferred income plans
will be "qualified investments" (provided they are listed on a prescribed stock
exchange) but will be "foreign property" for Canadian federal income tax
purposes. Glyko shareholders who are not at any time Canadian residents will
not generally be subject to Canadian federal income tax on the exchange of
Glyko common shares for shares of BioMarin common stock pursuant to the
arrangement.

   See "Tax Considerations for Glyko Securityholders--Canadian Tax
Considerations for Glyko Shareholders."

  United States Federal Income Tax Considerations

   The arrangement is intended to qualify as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. In
that event and subject to the "passive foreign investment

                                      10



company" or PFIC rules, a Glyko shareholder who is a United States person and
who holds such Glyko common shares as capital assets generally should not
recognize any gain or loss upon the exchange of Glyko common shares for
BioMarin common stock. Subject to the PFIC rules, a Glyko shareholder who is a
United States person, who dissents from the arrangement and is ultimately
determined to receive fair value for its Glyko common stock will generally
recognize a capital gain or loss equal to the difference between the U.S.
dollar value of any payment (other than any amount treated as interest)
received from Glyko and such dissenting shareholder's aggregate adjusted tax
basis in the Glyko common shares in respect of which such shareholder
dissented. Any payment received by a dissenting shareholder that is treated as
interest will be taxed as ordinary income.

   The application of the PFIC rules could change these consequences. For its
fiscal year beginning January 1, 2002, Glyko likely will be a PFIC. In
addition, although the matter is not free from doubt, for its fiscal year
ending December 31, 2001, Glyko may have been a PFIC. Glyko makes no
representation whether it was or was not a PFIC for any other fiscal year.
Glyko common shares will be treated as stock of a PFIC held by a U.S. person
if, at any time during the holding period of such stock, Glyko is a PFIC. The
PFIC rules are complex and often disadvantageous to United States persons who
own shares of a PFIC.

   See "Tax Considerations for Glyko Securityholders--United States Federal
Income Tax Considerations for Glyko Shareholders."

Accounting Treatment of the Transaction

   BioMarin will record the transaction based upon the fair value of the common
stock issued by BioMarin as of the date of closing. Following the transaction,
BioMarin expects to exchange its shares of common stock owned by Glyko for
shares of BioMarin preferred stock and to cancel such shares of common stock.
Because Glyko's investment in BioMarin will be held within a consolidated group
and will not appear in the consolidated financial statements, no incremental
consolidated assets or stockholders' equity will arise as a result of the
transaction.

   See "The Transaction--Accounting Treatment."

Contingent Capital Gains Tax Liability to BioMarin

   Upon completion of the transaction, BioMarin will hold indirectly all of the
shares of BioMarin held by Glyko. Upon a taxable disposition of such shares,
Glyko (and indirectly BioMarin) would recognize a capital gain which would be
subject to tax under Canadian federal and provincial income tax laws. The
capital gain for Canadian tax purposes would be equal to the difference between
the fair market value of the BioMarin shares held by Glyko as of the date of
disposition and the aggregate of Glyko's adjusted cost base of such shares and
any reasonable costs of disposition. Under current Canadian federal and
provincial income tax laws and tax rates currently in effect for the 2002
calendar year, Glyko (and indirectly BioMarin) would be obligated to pay
Canadian federal and provincial income tax at a combined rate of approximately
19% of the capital gain.

   BioMarin may be subject to United States federal income tax upon the
liquidation or deemed liquidation of the shares of BioMarin held by Glyko.
However the timing and amount of the gain subject to tax would vary based on
the specific facts surrounding the liquidation or deemed liquidation event. In
addition, the events which would trigger the recognition of gain by Glyko are
completely within the discretion and control of Glyko and indirectly BioMarin,
and neither Glyko nor BioMarin has any intention of implementing any of these
events.

   See "The Transaction--Contingent Capital Gain Tax Liability to BioMarin."

                                      11



Court and Regulatory Approvals Required to Complete the Transaction

  Court Approval

   An arrangement under the Canada Business Corporations Act requires court
approval. Prior to the mailing of this Joint Proxy Circular in connection with
the Glyko special meeting, Glyko obtained an interim order from the Superior
Court of Justice (Ontario) providing for the calling and holding of the Glyko
special meeting and other procedural matters. Subject to the approval of the
Glyko arrangement resolution and the Glyko continuance resolution at the Glyko
special meeting and the approval of the transaction, including the issuance of
shares of BioMarin common stock at the BioMarin annual meeting, the hearing to
obtain a final order of the Court is scheduled to take place on or about
________, 2002 at 10:00 a.m. (Toronto time) at the Toronto courthouse located
at 393 University Avenue, Toronto, Ontario.

   See "The Transaction--Court Approval of the Arrangement and Completion of
the Transaction."

  Regulatory Matters

   The arrangement and the transactions contemplated by the Acquisition
Agreement are subject to the following regulatory approvals and filings: (i)
approval of the Registrar under the Company Act (British Columbia) to the
continuance of Glyko under the laws of British Columbia; (ii) approval of the
Director under the Canada Business Corporations Act to the continuance of Glyko
under the laws of British Columbia; and (iii) the filing of an application for
the listing of additional shares with Nasdaq regarding the shares of BioMarin
common stock issuable in the transaction.

   See "The Transaction--Regulatory Matters."

Restrictions on the Ability of Glyko Shareholders to Sell BioMarin Common Stock

   All shares of BioMarin common stock received by Glyko shareholders in
connection with the transaction will be freely transferable under U.S.
securities laws unless a Glyko shareholder is an affiliate (within the meaning
of that term under the United States Securities Act of 1933) of Glyko prior to,
or an affiliate of BioMarin following, the completion of the transaction.
Shares of BioMarin common stock held by such affiliates may only be sold in
compliance with Rule 145 under the United States Securities Act of 1933.

   See "The Transaction--Exemption from Registration Requirements of Securities
Laws and Limitations on Resale of BioMarin Common Stock."

Transaction Costs

   In connection with the transaction, BioMarin and Glyko expect to incur
aggregate costs, including, without limitation, financial advisors' fees, legal
and accounting fees, soliciting fees and printing and mailing costs of
approximately $3.7 million and filing fees of approximately $19,000.

Stock Exchange Listings

   A condition to the closing of the arrangement is the filing of an
application for the listing of additional shares with Nasdaq regarding the
shares of BioMarin common stock to be issued pursuant to the transaction to
Glyko shareholders. The shares of BioMarin common stock to be issued pursuant
to the transaction will also be listed on the Swiss SWX New Market as promptly
as possible following completion of the transaction.

   See "The Transaction--Stock Exchange Listings."

                                      12



Dissenters' Appraisal Rights

  BioMarin

   Under Delaware law, stockholders of BioMarin will not have dissenters'
appraisal rights in connection with the transaction.

  Glyko

   Registered Glyko shareholders who properly exercise their dissent rights
pursuant to the interim order issued by the Superior Court of Justice (Ontario)
and under the Canada Business Corporations Act will be entitled to be paid the
fair value of their Glyko common shares. The dissent procedures require that a
registered Glyko shareholder who wishes to dissent must provide Glyko a dissent
notice at or prior to the Glyko special meeting of shareholders. The obligation
of BioMarin to complete the arrangement is subject to the condition that
holders of no more than one percent of the issued and outstanding Glyko common
shares in the aggregate shall have exercised and not withdrawn dissent rights
in respect of the arrangement or the continuance.

   See "Dissenting Shareholder Rights."

                                      13



Summary Consolidated Financial Information of BioMarin

   Set forth below is a summary of certain financial information with respect
to BioMarin and its subsidiaries as at the dates and for the periods indicated.
The summary financial data of BioMarin has been derived from BioMarin's
consolidated financial statements included in Annex I to this Joint Proxy
Circular. BioMarin's financial information has been prepared using United
States Generally Accepted Accounting Principles (GAAP), which differs in
certain respects from Canadian GAAP. All dollar amounts are expressed in U.S.
dollars.



                                                                                 Three Month Period
                                                      Year ended December 31,     ended March 31,
                                                   ----------------------------  -------------------------
                                                     1999      2000      2001      2001         2002
                                                   --------  --------  --------    -------      --------
                                                     (in thousands, except for   (in thousands, except for
                                                          per share data)        per share data, unaudited)
                                                                               
Consolidated statements of operations data(1):
Revenues.......................................... $  5,300  $  9,714  $ 11,699  $ 2,690      $  3,792
Operating costs and expenses:
   Research and development.......................   26,341    34,459    45,283    9,657        13,218
   General and administrative.....................    4,757     6,507     6,718    1,474         3,926
   In-process research and development............       --        --    11,647       --        11,223
   Facility closure...............................       --     4,423        --       --            --
                                                   --------  --------  --------    -------      --------
       Total operating costs and expenses.........   31,098    45,389    63,648   11,131        28,367
                                                   --------  --------  --------    -------      --------
Loss from operations..............................  (25,798)  (35,675)  (51,949)  (8,441)      (24,575)
Interest income...................................    1,832     2,979     1,871      468           380
Interest expense..................................     (732)       (7)      (17)      (2)          (91)
Equity in loss of joint venture...................   (1,673)   (2,912)   (7,333)  (1,108)       (2,298)
                                                   --------  --------  --------    -------      --------
Net loss from continuing operations...............  (26,371)  (35,615)  (57,428)  (9,083)      (26,584)
Income (loss) from discontinued operations........   (1,701)   (1,749)   (2,266)    (617)          122
Loss from disposal of discontinued operations.....       --        --    (7,912)      --          (141)
                                                   --------  --------  --------    -------      --------
Net loss.......................................... $(28,072) $(37,364) $(67,606) $(9,700)     $(26,603)
                                                   ========  ========  ========    =======      ========
Net loss per share, basis and diluted:
   Loss from continuing operations................ $  (0.88) $  (0.99) $  (1.40) $ (0.24)     $  (0.51)
                                                   ========  ========  ========    =======      ========
   Income (loss) from discontinued operations..... $  (0.06) $  (0.05) $  (0.06) $ (0.02)     $     --
                                                   ========  ========  ========    =======      ========
   Loss on disposal of discontinued operations.... $     --  $     --  $  (0.19) $    --      $     --
                                                   ========  ========  ========    =======      ========
   Net loss....................................... $  (0.94) $  (1.04) $  (1.65) $ (0.26)     $  (0.51)
                                                   ========  ========  ========    =======      ========
Weighted average common shares outstanding........   29,944    35,859    41,083   37,052        52,535
                                                   ========  ========  ========    =======      ========




                                                                    December 31,
                                                                  ----------------   March 31,
                                                                   2000     2001        2002
                                                                  ------- -------- --------------
                                                                   (in thousands)  (in thousands,
                                                                                     unaudited)
                                                                          
Consolidated balance sheet data:
Cash, cash equivalents and short-term investments................ $40,201 $131,097    $114,798
Total current assets.............................................  44,541  136,783     123,426
Total assets.....................................................  76,933  171,811     157,306
Long-term liabilities............................................      56    3,961       3,503
Total stockholders' equity.......................................  69,994  159,548     144,368

--------
(1) See notes to BioMarin's consolidated financial statements for a description
    of the number of shares used in the computation of the net loss per common
    share.

                                      14



Summary Financial Information of Glyko

   Set forth below is a summary of certain financial information with respect
to Glyko as of the dates and for the periods indicated. The summary financial
data of Glyko has been derived from Glyko's financial statements included in
Annex J to this Joint Proxy Circular. In order to comply with Canadian
securities regulatory requirements, Glyko's financial information has been
prepared using Canadian GAAP, which differs in certain respects from United
States GAAP. All dollar amounts are expressed in U.S. dollars.



                                                                                              Three Month
                                                                                             Period ended
                                                    Year ended December 31,                    March 31,
                                                 ----------------------------------------  --------------------
                                                   1999          2000          2001          2001       2002
                                                   --------      --------      --------     -------    -------
                                                                                           (in thousands, except
                                                                                           for per share data,
                                                 (in thousands, except for per share data)    unaudited)
                                                                                       
Statements of operations data(1):
Revenues........................................ $     --      $     --      $     --      $    --    $    --
Expenses:
   General and administrative...................      199           388           462           70        295
                                                   --------      --------      --------     -------    -------
       Total costs and expenses.................      199           388           462           70        295
                                                   --------      --------      --------     -------    -------
Loss from operations............................     (199)         (388)         (462)         (70)      (295)
Equity in loss of BioMarin Pharmaceutical Inc...  (10,173)      (11,934)      (18,904)      (3,092)    (3,268)
Gain on reduction of share ownership of BioMarin
  Pharmaceutical Inc............................   26,814         1,424        30,515          377      2,472
   Interest income..............................      187           121           123           36          1
                                                   --------      --------      --------     -------    -------
   Net income (loss)............................ $ 16,629      $(10,777)     $ 11,272      $(2,749)   $(1,090)
                                                   ========      ========      ========     =======    =======
Earnings (loss) per share--basic................ $   0.54      $  (0.32)     $   0.33      $ (0.08)   $ (0.03)
                                                   ========      ========      ========     =======    =======
Earnings (loss) per share--diluted.............. $   0.50      $  (0.32)     $   0.33      $ (0.08)   $ (0.03)
                                                   ========      ========      ========     =======    =======
Weighted average number of shares--basic........   31,066        33,915        34,353       34,353     34,353
                                                   ========      ========      ========     =======    =======
Weighted average number of shares--diluted......   33,568        33,915        34,372       34,353     34,353
                                                   ========      ========      ========     =======    =======




                                                   December 31,
                                                  ---------------   March 31,
                                                   2000    2001        2002
                                                  ------- ------- --------------
                                                  (in thousands)  (in thousands,
                                                                    unaudited)
                                                         
Balance sheet data:
Cash, cash equivalents and short-term investments $ 1,805 $ 2,444    $ 2,419
Investment in BioMarin...........................  25,129  36,741     35,945
Total assets.....................................  26,964  39,185     38,364
Total shareholders' equity.......................  26,649  38,724     37,633

--------
(1) See notes to Glyko's financial statements for a description of the number
    of shares used in the computation of earnings per common share.

                                      15



Transaction Risk Factors

   The transaction involves numerous risks and uncertainties. In evaluating the
arrangement, BioMarin stockholders and Glyko shareholders should carefully
consider the risk factors disclosed under the heading "Risk Factors," as well
as other information contained in this Joint Proxy Circular and the annexes
hereto. These risks and uncertainties include those associated with the
following:

  .   fluctuation in the actual dollar value of the BioMarin common stock the
      Glyko shareholders will receive in the transaction;

  .   fluctuations in the market price of BioMarin common stock and Glyko
      common shares;

  .   the impact on the trading price of BioMarin common stock of sales of
      substantial amounts of BioMarin common stock following the closing of the
      transaction;

  .   required regulatory and court approvals for completing the transaction;

  .   actual or potential conflicts of interest involving directors and
      executive officers of Glyko and BioMarin directors in connection with the
      transaction; and

  .   a substantial contingent tax liability to BioMarin in connection with the
      liquidation or deemed liquidation of the BioMarin shares held by Glyko.

   See "Risk Factors--Risks Relating to the Transaction Generally--For
Consideration by BioMarin Stockholders and Glyko Shareholders."

BioMarin Risk Factors

   An investment in BioMarin common stock involves a high degree of risk.
BioMarin operates in a dynamic and rapidly changing industry that involves
numerous risks and uncertainties. In evaluating the arrangement, Glyko
shareholders should carefully consider the risk factors disclosed under the
heading "Risk Factors," as well as other information contained in this Joint
Proxy Circular and the annexes hereto. These risks and uncertainties include
those associated with the following:

  .   BioMarin's continued incurrence of operating losses;

  .   BioMarin's failure to obtain necessary capital;

  .   BioMarin's failure to obtain regulatory approval to commercially
      manufacture or sell its future drug products;

  .   the cost, length and uncertainty of results of preclinical studies and
      clinical trials necessary for BioMarin to obtain regulatory approval to
      market its products;

  .   the speed of the United States Food and Drug Administration (FDA) review
      process for BioMarin's drug candidates;

  .   BioMarin's failure to comply with manufacturing regulations;

  .   BioMarin's failure to obtain orphan drug exclusivity for some of its drug
      products;

  .   the size of the target patient populations for some of BioMarin's drug
      products;

  .   the failure to obtain adequate levels of reimbursement for BioMarin's
      drugs products by third-party payers;

  .   the ability to protect BioMarin's proprietary technology;

  .   BioMarin's ability to challenge, and its success in challenging, certain
      U.S. patents;

                                      16



  .   the continuation of BioMarin's joint venture with Genzyme;

  .   the ability to manufacture BioMarin's drug products in sufficient
      quantities and at acceptable cost to support commercial sales;

  .   the ability to increase BioMarin's marketing or distribution capabilities
      or enter into agreements with third parties to do so;

  .   the failure to compete successfully;

  .   the failure to achieve expected milestones;

  .   the failure to manage growth or to recruit and retain personnel;

  .   changes in the treatment of diseases;

  .   potential product liability lawsuits;

  .   the volatility of BioMarin's stock price;

  .   actions by BioMarin's officers, directors and largest stockholder acting
      together; and

  .   anti-takeover provisions in BioMarin's charter documents.

   See "Risk Factors--Risks Relating to BioMarin--For Consideration by Glyko
Shareholders."

                                      17



              COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

   The following tables set forth certain historical per share data of BioMarin
and Glyko and consolidated per share data on an unaudited pro forma basis after
giving effect to the transaction. The following data should be read in
conjunction with the separate historical consolidated financial statements of
BioMarin attached to this Joint Proxy Circular as Annex I and the historical
financial statements of Glyko attached to this Joint Proxy Circular as Annex J.
With respect to Glyko, the United States GAAP figures have been derived from
Glyko's financial statements prepared in accordance with United States GAAP and
attached to this Joint Proxy Circular as Annex K. The unaudited pro forma
consolidated per share data does not necessarily indicate the operating results
that would have been achieved had the transaction been completed as of the
beginning of the earliest period presented and should not be taken as
representative of future operations. The results may have been different if the
companies had always been consolidated. No dividends have ever been declared or
paid on BioMarin common stock or Glyko common shares.



                                                                                      Three Month
                                                         Year Ended                  Period Ended
                                                      December 31, 2001             March 31, 2002
                                                 --------------------------  ----------------------------
                                                   BioMarin       Glyko        BioMarin        Glyko
                                                 ------------ -------------- ------------ ----------------
                                                                                      (unaudited)
                                                                     (in U.S. dollars)
                                                                              
Net income (loss) from continuing operations per
  common share--basic:
   Canadian GAAP................................       n/a        $ 0.33           n/a         $(0.03)
   US GAAP......................................    $(1.40)       $(0.44)       $(0.51)        $(0.18)
Net income (loss) from continuing operations per
  common share--diluted:
   Canadian GAAP................................       n/a        $ 0.33           n/a         $(0.03)
   US GAAP......................................    $(1.40)       $(0.44)       $(0.51)        $(0.18)

                                                                  Pro Forma Consolidated
                                                 --------------------------------------------------------
                                                          BioMarin                 Glyko Equivalent
                                                 --------------------------  ----------------------------
                                                  Year Ended   Three Months   Year Ended    Three Months
                                                 December 31,     Ended      December 31,      Ended
                                                     2001     March 31, 2002     2001      March 31, 2002
                                                 ------------ -------------- ------------ ----------------
                                                         (unaudited)                  (unaudited)
                                                                     (in U.S. dollars)
Net income (loss) from continuing operations per
  common share--basic:
   Canadian GAAP................................       n/a           n/a           n/a            n/a
   US GAAP......................................    $(1.19)       $(0.28)       $(0.39)        $(0.09)
Net income (loss) from continuing operations per
  common share--diluted:
   Canadian GAAP................................       n/a           n/a           n/a            n/a
   US GAAP......................................    $(1.19)       $(0.28)       $(0.39)        $(0.09)

                                                                   At December 31, 2001
                                                 --------------------------------------------------------
                                                           Actual               Pro Forma Consolidated
                                                 --------------------------  ----------------------------
                                                   BioMarin       Glyko        BioMarin   Glyko Equivalent
                                                 ------------ -------------- ------------ ----------------
                                                         (unaudited)                  (unaudited)
                                                                     (in U.S. dollars)
Book value per share:
   Canadian GAAP................................       n/a        $ 1.13           n/a            n/a
   US GAAP......................................    $ 3.04        $ 1.07        $ 3.01         $ 1.00

                                                                     At March 31, 2002
                                                 --------------------------------------------------------
                                                           Actual               Pro Forma Consolidated
                                                 --------------------------  ----------------------------
                                                   BioMarin       Glyko        BioMarin   Glyko Equivalent
                                                 ------------ -------------- ------------ ----------------
                                                         (unaudited)                  (unaudited)
                                                                     (in U.S. dollars)
Book value per share
   Canadian GAAP................................       n/a        $ 1.10           n/a            n/a
   US GAAP......................................    $ 2.71        $ 0.97        $ 2.69         $ 0.89


                                      18



            COMPARATIVE MARKET PRICE AND TRADING VOLUME INFORMATION

   BioMarin common stock is traded on Nasdaq and the Swiss SWX New Market under
the symbol "BMRN." Glyko common shares are traded on the Toronto Stock Exchange
under the symbol "GBL." Since November 1993, Glyko's common shares have been
listed on the OTC Bulletin Board under the symbol "GLYK." The trading of
Glyko's common shares on the OTC Bulletin Board has been limited and sporadic.
Glyko's common shares have been listed and traded on the Toronto Stock Exchange
since December 1992.

   The following table sets forth, for the periods indicated, the high and low
sale prices per share and the average trading volume of BioMarin common stock
as reported on Nasdaq.



                                                              Average
                                                              Trading
                                         High U.S.$ Low U.S.$ Volume
                                         ---------- --------- -------
                                                     
          2000:
             Fiscal Quarters
                 First Quarter..........   41.25      11.75   131,362
                 Second Quarter.........   30.38      16.00    65,687
                 Third Quarter..........   21.86      15.75    54,268
                 Fourth Quarter.........   18.50       6.94    30,702

          2001:
             Fiscal Quarters
                 First Quarter..........   13.25       6.56    67,387
                 Second Quarter.........   13.29       7.50    56,189
                 Third Quarter..........   13.74       8.07    65,603
                 Fourth Quarter.........   14.40       8.65   495,055

          2002:
             January....................   14.06      11.20   384,400
             February...................   12.96       9.71   424,158
             March......................   10.75       9.25   361,260
             April......................   10.50       5.56   426,427
             May........................    6.85       5.35   213,450
             June (through______, 2002).       .          .         .


   The following table sets forth, for the periods indicated, the high and low
sale prices per Glyko common share and average trading volume of Glyko common
shares as reported on the Toronto Stock Exchange.



                                                               Average
                                                               Trading
                                          High Cdn.$ Low Cdn.$ Volume
                                          ---------- --------- -------
                                                      
          2000:
             Fiscal Quarters
                 First Quarter...........   15.00      5.20    90,625
                 Second Quarter..........   10.00      6.50    10,687
                 Third Quarter...........    9.25      7.00    12,248
                 Fourth Quarter..........    8.50      3.25    18,273

          2001:
             Fiscal Quarters
                 First Quarter...........    5.75      3.50    12,517
                 Second Quarter..........    6.45      3.85    16,930
                 Third Quarter...........    7.00      3.75    15,823
                 Fourth Quarter..........    7.00      3.75    67,365

          2002:
             January.....................    7.20      5.15     6,945
             February....................    6.40      5.05    11,140
             March.......................    5.90      4.51    11,715
             April.......................    5.00      2.85    18,470
             May.........................    3.59      2.50     7,389
             June (through ______, 2002).       .         .         .


                                      19



   The following table shows the closing prices (i) per share of BioMarin
common stock as reported on Nasdaq and (ii) per Glyko common share as reported
on the Toronto Stock Exchange, on February 6, 2002, the business day preceding
the public announcement that BioMarin and Glyko had entered into the
Acquisition Agreement and on           , 2002. The table also includes the
equivalent price per Glyko common share on those dates. This equivalent per
share price reflects the value of the BioMarin common stock the Glyko
shareholders would have received for each Glyko common share if the transaction
had been completed on either of those dates, applying the exchange ratio of
0.3309 of a share of BioMarin common stock for each Glyko common share.



                              Glyko         Glyko       BioMarin   Equivalent Price
                          Common Shares Common Shares Common Stock    Per Share
                          ------------- ------------- ------------ ----------------
                             (Cdn.$)      (US.$)(1)     (U.S.$)        (U.S.$)
                                                       
February 6, 2002.........     6.35          3.96         12.52           4.14
__________, 2002.........        .             .             .              .

--------
(1) U.S. dollar price is based on the Bank of Canada Noon Rate on such day, as
    stated in the section entitled "Exchange Rates."

   The market price of BioMarin common stock is subject to fluctuation due to
numerous market forces, with the result that the market value of the BioMarin
common stock Glyko common shareholders will receive under the arrangement may
increase or decrease prior to the implementation time of the arrangement.
Shareholders are urged to obtain current market quotations for the Glyko common
shares and the BioMarin common stock. Historical market prices are not
necessarily indicative of future market prices.

BioMarin Dividend Policy

   BioMarin has not paid or declared dividends on its shares and does not
anticipate paying dividends in the foreseeable future.

Glyko Dividend Policy

   Glyko has not paid or declared dividends on its common shares and does not
anticipate paying dividends in the foreseeable future.

                                EXCHANGE RATES

   The following table sets forth, for each period indicated, the high and low
exchange rates for one Canadian dollar expressed in U.S. dollars, the average
of such exchange rates during such period, and the exchange rate at the end of
such period, based upon the Bank of Canada Noon Rate and generally reflecting
the exchange rates for transactions of $1 million or more:



                           Three Month
                           Period Ended      Year Ended December 31,
                            March 31,   ----------------------------------
                               2002      2001   2000   1999   1998   1997
                           ------------ ------ ------ ------ ------ ------
                                                  
      High................    0.6342    0.6695 0.6973 0.6929 0.7105 0.7489
      Low.................    0.6199    0.6242 0.6413 0.6537 0.6343 0.6948
      Average.............    0.6271    0.6500 0.6733 0.6731 0.6741 0.7223
      Period End..........    0.6275    0.6279 0.6460 0.6929 0.6534 0.6997


   On February 6, 2002, the last trading day prior to the announcement of the
transaction, the exchange rate for one Canadian dollar expressed in U.S.
dollars based on the Bank of Canada Noon Rate was $0.6234. On           , 2002,
the exchange rate for one Canadian dollar expressed in U.S. dollars based on
the Bank of Canada Noon Rate was $..

                                      20



          CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
                               IN THIS DOCUMENT

   This Joint Proxy Circular includes "forward-looking statements" within the
meaning of the United States Securities Act of 1933 and Section 21E of the
United States Securities Exchange Act of 1934. All statements other than
statements of historical fact included in this Joint Proxy Circular are
forward-looking statements. Such forward-looking statements have been
identified in this Joint Proxy Circular 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 the beliefs of
BioMarin and Glyko as well as assumptions BioMarin and Glyko made using
information currently available to them. Because these statements reflect
BioMarin and Glyko's current views concerning future events, these statements
involve risks, uncertainties and assumptions.

   Although BioMarin and Glyko believe that the expectations reflected in the
forward-looking statements are reasonable, they can give no assurance that the
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from these expectations are disclosed
in this Joint Proxy Circular. Moreover, neither BioMarin nor Glyko nor any
other person assumes responsibility for the accuracy and completeness of such
statements. Neither BioMarin nor Glyko is under any duty to update any of the
forward-looking statements after the date of this Joint Proxy Circular to
conform such statements to actual results, unless required by law.

                                      21



                                 RISK FACTORS

   In addition to the other information contained in this Joint Proxy Circular,
the following risk factors should be carefully considered before deciding how
to vote your securities. They should be reviewed together with the other
information in this Joint Proxy Circular. Some of these risk factors relate
directly to the transaction, while others relate to BioMarin, Glyko or the
consolidated company's business independent of the transaction.

Risks Relating to the Transaction Generally -- For Consideration by BioMarin
Stockholders and Glyko Shareholders

   The market price of both BioMarin common stock and Glyko common shares may
fluctuate and the actual dollar value of the BioMarin common stock that Glyko
shareholders receive when the transaction is completed may be less than it is
on the date that Glyko shareholders vote on the transaction.

   Upon the arrangement's completion, each Glyko common share will be exchanged
for 0.3309 of a share of BioMarin common stock. The exchange ratio for BioMarin
shares will not be adjusted for changes in the market price of either Glyko
common shares or shares of BioMarin common stock. In addition, neither Glyko
nor BioMarin may terminate the Acquisition Agreement solely because of changes
in the market price of BioMarin common stock or Glyko common shares.

   During the period prior to the expected completion of the transaction, the
market price for BioMarin common stock and Glyko common shares could fluctuate
significantly in response to various factors and events although it appears
that on a historical basis the trading price of the Glyko common shares has
within in a broad range moved in correlation to the trading price of the
BioMarin common stock. These factors and events include the differences between
BioMarin's and Glyko's actual financial or operating results and those expected
by investors and analysts, changes in analysts' projections or recommendations,
changes in general economic or market conditions and broad market fluctuations.
Due to these uncertainties, the market value of BioMarin common stock that the
holders of Glyko common shares will receive upon consummation of the
transaction may be less than the market value of the Glyko common shares held
by such shareholders prior to the implementation time of the arrangement,
including the date Glyko shareholders vote on the transaction.

   Sales of substantial amounts of BioMarin common stock in the public market
following the closing of the transaction may adversely effect the prevailing
price of BioMarin common stock.

   Up to 11,367,617 shares of BioMarin common stock to be issued to holders of
Glyko common shares in the transaction will be issued in reliance upon the
exemption available pursuant to Section 3(a)(10) of the United States
Securities Act of 1933 and exemptions provided under the securities laws of
each state of the United States. Except for certain limitations on resale by
affiliates of Glyko or BioMarin, such shares will be freely tradeable. Sales of
substantial amounts of BioMarin common stock in the public market following the
closing of the transaction may adversely effect the prevailing price of
BioMarin common stock.

   BioMarin and Glyko may be unable to obtain the required regulatory and court
approvals for completing the transaction and if these approvals are not
obtained, the transaction cannot be completed.

   The arrangement and the transactions contemplated by the Acquisition
Agreement are subject to the following regulatory approvals and filings: (i)
approval of the Registrar under the Company Act (British Columbia) to the
continuance of Glyko under the laws of British Columbia; (ii) approval of the
Director under the Canada Business Corporations Act to the continuance of Glyko
under the laws of British Columbia; and (iii) the filing of an application for
the listing of additional shares with Nasdaq regarding the shares of BioMarin
common stock issuable in the transaction.

   Even if all regulatory approvals have been obtained, the laws of the U.S.
and certain other jurisdictions permit federal, state and foreign governmental
entities and any private person to challenge the transaction at any time before
or after its completion.

                                      22



   In addition to regulatory approvals, the proposed arrangement under the
Canada Business Corporations Act requires approval by the Superior Court of
Justice (Ontario). Prior to the mailing of this Joint Proxy Circular, Glyko
obtained an interim order providing for the calling and holding of the Glyko
special meeting and other procedural matters. Subject to the approval of the
Glyko arrangement resolution and the Glyko continuance resolution at the Glyko
special meeting and the approval of the transaction, including the issuance of
shares of BioMarin common stock, at the BioMarin annual meeting, the hearing to
obtain a final order of the court is expected to take place on or about       ,
2002 at 10:00 a.m. (Toronto time) at the Toronto Courthouse at 393 University
Avenue, Toronto, Ontario.

   BioMarin's executive officers and directors and Glyko's executive officers
and directors have interests that may influence them to support and approve the
transaction.

   Certain members of the BioMarin board of directors and certain members of
the management and board of directors of Glyko have certain interests in the
transaction that may present them with actual or potential conflicts of
interest in connection with the transaction. Those interests include:

  .   the receipt by directors of Glyko, two directors and two executive
      officers of BioMarin (in their capacities as shareholders of Glyko), of
      shares of BioMarin common stock in exchange for Glyko common shares in
      the transaction. These directors and officers will receive the same per
      share consideration as other Glyko shareholders in the transaction;

  .   the receipt by directors and officers of Glyko (the only holders of
      options for Glyko common shares) of options to purchase BioMarin common
      stock in exchange for options to purchase Glyko common shares; and

  .   a promise by BioMarin to provide directors' and officers' liability
      insurance for a specified period to Glyko's board of directors and
      management.

   Furthermore, the Acquisition Agreement provides executive officers and
directors of Glyko with continuing indemnification rights upon terms and
conditions consistent with those in effect on the date of the Acquisition
Agreement.

   For the above reasons, the directors and officers of Glyko could be more
likely to vote to approve the Glyko arrangement resolution and the Glyko
continuance resolution than if they did not hold these interests. Glyko
shareholders should consider whether these interests may have influenced these
directors and officers to support or recommend the transaction. The Glyko board
of directors was aware of these interests when it approved the Acquisition
Agreement.

   Similarly, certain members of the BioMarin board of directors who are also
shareholders of Glyko, could have been more likely to approve the transaction
in their capacity as directors of BioMarin given their interests in Glyko.
Accordingly, such members of the BioMarin board of directors abstained from the
vote taken by the BioMarin board of directors with respect to the transaction
and the transaction was approved only by the disinterested members of the
BioMarin board.

   If Glyko (and indirectly BioMarin) disposes of the BioMarin shares held by
Glyko, then the capital gain tax liability which Glyko (and indirectly
BioMarin) would be obligated to pay under Canadian federal and provincial
income tax laws or may be obligated to pay under United States federal tax
principles may have a material adverse effect on BioMarin.

   After giving effect to the transactions described herein, upon a disposition
of the BioMarin shares held by Glyko, Glyko (and indirectly BioMarin) would
recognize a gain under Canadian federal and provincial income tax laws (if the
disposition is taxable) and may recognize a gain under United States federal
income tax laws. If the disposition is taxable, the potential gain for Canadian
tax purposes as of         , 2002, based upon the per

                                      23



share closing price of BioMarin's common stock as of such date (as reported on
the Nasdaq), is approximately $   million, as calculated by BioMarin. Under
current Canadian federal and provincial income tax laws and tax rates currently
in effect, Glyko (and indirectly BioMarin) would be obligated to pay Canadian
federal and provincial income tax at a combined rate of approximately 19% of
the capital gain (subject to the deduction of any available losses in
accordance with Canadian income tax laws). The timing and amount of the gain
subject to tax under United States federal income tax principles would vary
based on the specific facts surrounding the liquidation or deemed liquidation
event. If Glyko (and indirectly BioMarin) were to dispose of the BioMarin
shares held by Glyko, then the capital gains tax liability which Glyko (and
indirectly BioMarin) may be obligated to pay under Canadian federal and
provincial income tax laws (assuming the disposition is taxable for Canadian
purposes) or may be obligated to pay under United States federal tax principles
may have a material adverse effect on BioMarin. However, the events which would
trigger the recognition of gain by Glyko (and indirectly BioMarin) are
completely within the discretion and control of BioMarin, and BioMarin has no
intention of implementing or effecting any of these events. In addition, in the
future, if BioMarin remains a "foreign affiliate" of Glyko, and BioMarin
generates sufficient after-tax net earnings, the contingent capital gains tax
liability may be limited or eliminated under Canadian federal and provincial
income tax laws in certain circumstances based on an election provided in the
Income Tax Act (Canada).

Risks Relating to BioMarin -- For Consideration by Glyko Shareholders

   By voting in favor of the Glyko arrangement resolution and the Glyko
continuance resolution, Glyko shareholders will be choosing to invest directly
in BioMarin common stock. An investment in BioMarin common stock involves a
substantial amount of risk. To a certain extent, Glyko shareholders are
currently subject to many of these risks indirectly because Glyko's principal
asset is its ownership of shares of BioMarin common stock. However, Glyko
shareholders currently hold an interest in a separate publicly traded company
which appreciates or depreciates in value separate from the trading price of
BioMarin common stock. In addition, historically, the trading price of Glyko
common shares has moved only within a broad range in correlation with the
trading price of BioMarin common stock. Accordingly, Glyko shareholders should
carefully review the risks relating to BioMarin in deciding how to vote their
Glyko common shares.

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

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

   If BioMarin fails to obtain the capital necessary to fund its operations, it
will be unable to complete its product development programs.

   In the future, BioMarin may need to raise substantial additional capital to
fund operations. BioMarin may be unable to raise additional financing when
needed due to a variety of factors, including BioMarin's financial condition,
the status of its product programs, and the general condition of the financial
markets. If BioMarin fails to raise additional financing as it needs such
funds, BioMarin will have to delay or terminate some or all of its product
development programs.

                                      24



   BioMarin expects to continue to spend substantial amounts of capital for its
operations for the foreseeable future. The amount of capital BioMarin will need
depends on many factors, including:

  .   the progress, timing and scope of BioMarin's preclinical studies and
      clinical trials;

  .   the time and cost necessary to obtain regulatory approvals;

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

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

  .   any changes made or new developments in BioMarin's existing
      collaborative, licensing and other commercial relationships or any new
      collaborative, licensing and other commercial relationships that BioMarin
      may establish.

   Moreover, BioMarin's 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 BioMarin may enter into:

  .   additional leases for new facilities and capital equipment;

  .   additional licenses and collaborative agreements;

  .   additional contracts for consulting, maintenance and administrative
      services; and

  .   additional contracts for product manufacturing.

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

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

   BioMarin must obtain regulatory approval before marketing or selling its
drug products in the U.S. and in foreign jurisdictions. In the United States,
BioMarin must obtain FDA approval for each drug that it intends 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 BioMarin's drug products has received
regulatory approval to be commercially marketed and sold. If BioMarin fails to
obtain regulatory approval, it will be unable to market and sell its drug
products. Because of the risks and uncertainties in biopharmaceutical
development, BioMarin's drug products could take a significantly longer time to
gain regulatory approval than it expects or may never gain approval. If
regulatory approvals are not obtained or are delayed, the credibility of
BioMarin's management and the value of the company will be adversely affected.
Additionally, BioMarin will be unable to generate revenue from the sale of its
products and its potential for generating positive cash flow will be diminished
and the capital necessary to fund its operations will be increased.

   To obtain regulatory approval to market BioMarin's 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, BioMarin must conduct, at its
own expense, preclinical studies in the laboratory on animals and clinical
trials on humans for each drug product. BioMarin expects the number of
preclinical studies and clinical trials that the regulatory authorities will
require will vary depending on the drug

                                      25



product, the disease or condition the drug is being developed to address and
regulations applicable to the particular drug. BioMarin may need to perform
multiple preclinical studies using various doses and formulations before it can
begin clinical trials, which could result in delays in its ability to market
any of its drug products. Furthermore, even if BioMarin obtains favorable
results in preclinical studies on animals, the results in humans may be
significantly different.

   After BioMarin has conducted preclinical studies on animals, it must
demonstrate that its 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 BioMarin from filing
for regulatory approval of its drug products. Additional factors that can cause
delay or termination of BioMarin's clinical trials include:

  .   slow or insufficient patient enrollment;

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

  .   longer treatment time required to demonstrate efficacy;

  .   lack of sufficient supplies of the product candidate;

  .   adverse medical events or side effects in treated patients;

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

  .   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 BioMarin is 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.

   In May 2001, BioMarin completed a 24-month patient evaluation for the
initial clinical trial of its 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, BioMarin's chances of
commercializing this drug would be seriously compromised.

   The fast track designation for BioMarin's product candidates may not
actually lead to a faster review process and a delay in the review process or
approval of its 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
BioMarin's 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.

   BioMarin will not be able to sell its drug products if it fails to comply
with manufacturing regulations.

   Before BioMarin can begin commercial manufacture of its drug products, it
must obtain regulatory approval of its manufacturing facility and process. In
addition, manufacture of BioMarin's drug products must comply

                                      26



with the FDA's current Good Manufacturing Practices regulations, commonly known
as cGMP. The cGMP regulations govern quality control and documentation policies
and procedures. BioMarin's manufacturing facilities are continuously subject to
inspection by the FDA, the State of California and foreign regulatory
authorities, before and after product approval. BioMarin's Galli Drive and 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 its products, BioMarin 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 BioMarin's drug products may be unable to comply with cGMP regulations in a
cost effective manner.

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

   If BioMarin fails to obtain orphan drug exclusivity for some of its
products, BioMarin's competitors may sell products to treat the same conditions
and its revenues will be reduced.

   As part of BioMarin's business strategy, it intends 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 BioMarin's drug
products is limited, orphan drug designation is particularly important for its
products that are eligible for orphan drug designation. BioMarin plans to rely
on the exclusivity period under the orphan drug designation to maintain a
competitive position. If BioMarin does not obtain orphan drug exclusivity for
its drug products, which do not have patent protection, BioMarin's competitors
may then sell the same drug to treat the same condition.

   Even though BioMarin has obtained orphan drug designation for certain of its
product candidates and even if it obtains orphan drug designation for other
products it develops, due to the uncertainties associated with developing
pharmaceutical products, BioMarin may not be the first to obtain marketing
approval for any orphan indication or, if BioMarin is 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 BioMarin's products are
small, it must achieve significant market share and obtain high per-patient
prices for its products to achieve profitability.

   Two of BioMarin's lead drug candidates, Aldurazyme and Aryplase, target
diseases with small patient populations. As a result, BioMarin's per-patient
prices must be relatively high in order to recover its development costs and
achieve profitability. Aldurazyme targets patients with MPS I and Aryplase
targets patients with MPS VI. BioMarin estimates that there are approximately
3,400 patients with MPS I and 1,100 patients with MPS VI in the developed
world. BioMarin believes that it will need to market worldwide to achieve
significant market share. In addition, BioMarin is 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

                                      27



Aldurazyme and Aryplase, BioMarin may be unable to obtain sufficient market
share for its drug products at a price high enough to achieve profitability.

   If BioMarin fails to obtain an adequate level of reimbursement for its drug
products by third-party payers, the sales of its drugs would be adversely
affected or there may be no commercially viable market for its 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. BioMarin
expects patients to need treatment throughout their lifetimes. BioMarin expects
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
BioMarin's expectations, its 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.

   BioMarin currently has no expertise obtaining reimbursement. BioMarin
expects to rely on the expertise of its joint venture partner Genzyme to obtain
reimbursement for the costs of Aldurazyme. In addition, BioMarin will need to
develop its own reimbursement expertise for future drug candidates unless it
enters into collaborations with other companies with the necessary expertise.
BioMarin will not know what the reimbursement rates will be until it is ready
to market the product and it actually negotiates the rates. If BioMarin is
unable to obtain sufficiently high reimbursement rates, its products may not be
commercially viable or BioMarin's future revenues and gross margins may be
adversely affected.

   BioMarin expects 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 BioMarin's products not commercially viable or may adversely
affect BioMarin's future revenues and gross margins.

   If BioMarin is unable to protect its proprietary technology, it may not be
able to compete as effectively.

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

   The patent positions of biotechnology products are complex and uncertain.
The scope and extent of patent protection for some of BioMarin's products are
particularly uncertain because key information on some of the enzymes it is
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 BioMarin's enzymes have been
published and are believed to be in the public domain. The composition and
genetic sequences of other MPS

                                      28



enzymes that BioMarin intends to develop as products have also been published.
Publication of this information may prevent BioMarin 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 BioMarin with a competitive advantage. As a result of these
uncertainties, investors should not rely on patents as a means of protecting
BioMarin's product candidates, including Aldurazyme.

   BioMarin owns or licenses patents and patent applications to certain of its
product candidates. However, these patents and patent applications do not
ensure the protection of BioMarin's intellectual property for a number of other
reasons, including the following:

  .   BioMarin does not know whether its patent applications will result in
      issued patents. For example, BioMarin may not have developed a method for
      treating a disease before others developed similar methods.

  .   Competitors may interfere with BioMarin's patent process in a variety of
      ways. Competitors may claim that they invented the claimed invention
      prior to BioMarin. Competitors may also claim that BioMarin is infringing
      on their patents and therefore cannot practice BioMarin's technology as
      claimed under BioMarin's patent. Competitors may also contest BioMarin's
      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 BioMarin's issued patents are not valid for a number of
      reasons. If a court agrees, BioMarin would lose that patent. As a
      company, BioMarin has no meaningful experience with competitors
      interfering with BioMarin's patents or patent applications.

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

  .   Receipt of a patent may not provide much practical protection. If
      BioMarin receives a patent with a narrow scope, then it will be easier
      for competitors to design products that do not infringe on BioMarin's
      patent.

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

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

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

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

  .   Redesigning BioMarin's product so it does not infringe may not be
      possible or could require substantial funds and time.

   It is also unclear whether BioMarin's trade secrets will provide useful
protection. While BioMarin uses reasonable efforts to protect its trade
secrets, its employees or consultants may unintentionally or willfully disclose
BioMarin's information to competitors. Enforcing a claim that someone else
illegally obtained and is using BioMarin's trade secrets, like patent
litigation, is expensive and time consuming, and the outcome is

                                      29



unpredictable. In addition, courts outside the United States are sometimes less
willing to protect trade secrets. BioMarin's competitors may independently
develop equivalent knowledge, methods and know-how.

   BioMarin may also support and collaborate in research conducted by
government organizations or by universities. These government organizations and
universities may be unwilling to grant BioMarin any exclusive rights to
technology or products derived from these collaborations prior to entering into
the relationship. If BioMarin does not obtain required licenses or rights, it
could encounter delays in product development while BioMarin attempts 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 BioMarin is not able to successfully
challenge these patents, it may be prevented from producing Aldurazyme unless
and until it obtains 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. BioMarin's lead drug product, Aldurazyme, is based on
recombinant (alpha)-L-iduronidase. BioMarin believes 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 BioMarin's challenges to the U.S. patents may be
unsuccessful. Even if BioMarin is successful, challenging the U.S. patents may
be expensive, require BioMarin's 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 BioMarin's competitors. If BioMarin is unable to
successfully challenge the patents, it may be unable to produce Aldurazyme in
the United States unless it can obtain a sublicense from the current licensee.
The current licensee is not required to grant BioMarin a license and even if a
license is available, BioMarin may have to pay substantial license fees, which
could materially reduce potential profits from the eventual sale of Aldurazyme.

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

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

   Either BioMarin or Genzyme 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 BioMarin is not currently in breach of the
joint venture agreement and BioMarin believes that Genzyme is not currently in
breach of the joint venture agreement, there is a risk that either Genzyme or
BioMarin could breach the agreement in the future. Either party may also
terminate the agreement upon one-year prior written notice for any reason.
Furthermore, BioMarin may terminate the joint venture if Genzyme fails to
fulfill its contractual obligation to pay BioMarin $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

                                      30



buy out the breaching party's interest in the joint venture. If BioMarin is the
breaching party, it would lose its 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
BioMarin.

   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 BioMarin were obligated, or given the option, to buy out Genzyme's
interest in the joint venture, and gain exclusive rights to Aldurazyme,
BioMarin may not have sufficient funds to do so and BioMarin may not be able to
obtain the financing to do so. If BioMarin fails to buy out Genzyme's interest,
BioMarin 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. BioMarin would then effectively be prohibited from developing and
commercializing the product.

   Termination of the joint venture in which BioMarin retains the rights to
Aldurazyme could cause BioMarin 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 its
business and results of operations. Since Genzyme funds 50% of the joint
venture's operating expenses, the termination of the joint venture would double
BioMarin's financial burden and reduce the funds available to it for other
product programs.

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

   Although BioMarin has successfully manufactured Aldurazyme at commercial
scale within BioMarin's cost parameters, due to the complexity of manufacturing
its products BioMarin 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.

   BioMarin's manufacturing processes may not meet initial expectations and
BioMarin may encounter problems with any of the following measurements of
performance if it attempts to increase the scale or size or improve the
commercial viability of its manufacturing processes:

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

  .   schedule;

  .   reproducibility;

  .   production yields;

  .   purity;

  .   costs;

                                      31



  .   quality control and assurance systems;

  .   shortages of qualified personnel; and

  .   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 BioMarin contracts for manufacturing services with an unproven
process, BioMarin's contractor is subject to the same uncertainties, high
standards and regulatory controls.

   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 BioMarin's manufacturing processes must be
of higher productivity to yield equivalent margins.

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

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

   In order to achieve BioMarin's product cost targets, it must develop
efficient manufacturing processes either by:

  .   improving the product yield from BioMarin's current cell lines, colonies
      of cells which have a common genetic makeup;

  .   improving the manufacturing processes licensed from others; or

  .   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
BioMarin is 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 BioMarin. If
BioMarin does not achieve its manufacturing cost targets, it will have lower
margins and reduced profitability in commercial production and larger losses in
manufacturing start-up phases.

   If BioMarin is unable to expand marketing and distribution capabilities or
to enter into agreements with third parties to do so, BioMarin's ability to
generate revenues will be diminished.

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

                                      32



Alternatively, BioMarin may enter into agreements with third parties to market
its products. For example, under BioMarin's 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 BioMarin's drug
products.

   With BioMarin's acquisition of Neutralase from IBEX Technologies Inc.,
BioMarin has 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, BioMarin will be competing with other
pharmaceutical companies with experienced and well-funded sales and marketing
operations targeting these specific physician and institutional audiences.
BioMarin may not be able to develop its own sales and marketing force at all,
or of a size that would allow it to compete with these other companies. If
BioMarin elects to enter into third-party marketing and distribution agreements
in order to sell into these markets, BioMarin may not be able to enter into
these agreements on acceptable terms, if at all. If BioMarin cannot compete
effectively in these specific physician and institutional markets, it would
adversely affect sales of Neutralase.

   If BioMarin fails to compete successfully with respect to product sales, it
may be unable to generate sufficient sales to recover its expenses related to
the development of a product program or to justify continued marketing of a
product.

   BioMarin's competitors may develop, manufacture and market products that are
more effective or less expensive than BioMarin's. They may also obtain
regulatory approvals for their products faster than BioMarin can obtain them
(including those products with orphan drug designation) or commercialize their
products before BioMarin does. With respect to Aldurazyme and Aryplase, if
BioMarin's competitors successfully commercialize a product that treats MPS I
or MPS VI, respectively, before BioMarin does, BioMarin 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 BioMarin's competitors gets
orphan drug exclusivity, BioMarin could be precluded from marketing its 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 BioMarin does not
compete successfully, it may be unable to generate sufficient sales to recover
its expenses related to the development of a product program or to justify
continued marketing of a product.

   If BioMarin fails to compete successfully with respect to acquisitions,
joint venture and other collaboration opportunities, it may be limited in its
ability to develop new products and to continue to expand its product pipeline.

   BioMarin's competitors compete with it to attract organizations for
acquisitions, joint ventures, licensing arrangements or other collaborations.
To date, several of BioMarin's product programs have been acquired through
acquisitions, such as the programs acquired from IBEX and Synapse, and several
of its 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 BioMarin's competitors successfully enter into
partnering arrangements or license agreements with academic research
institutions, BioMarin will then be precluded from pursuing those specific
opportunities. Since each of these opportunities is unique, BioMarin 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, BioMarin's joint venture partner. These companies have
already begun many drug development programs, some of which may target diseases
that BioMarin is 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 BioMarin. While these organizations primarily have educational
or basic research objectives, they may develop proprietary technology and
acquire patents that BioMarin may need for the development of its drug
products. BioMarin will attempt to

                                      33



license this proprietary technology, if available. These licenses may not be
available to BioMarin on acceptable terms, if at all. If BioMarin is unable to
compete successfully with respect to acquisitions, joint venture and other
collaboration opportunities, it may be limited in its ability to develop new
products and to continue to expand its product pipeline.

   If BioMarin does not achieve its projected development goals in the time
frames it announces and expects, the commercialization of its products may be
delayed and the credibility of its management may be adversely affected and, as
a result, BioMarin's stock price may decline.

   For planning purposes, BioMarin estimates the timing of the accomplishment
of various scientific, clinical, regulatory and other product development
goals, which it sometimes refers 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, BioMarin publicly
announces 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 BioMarin's estimates, in many
cases for reasons beyond its control. If BioMarin does not meet these
milestones as publicly announced, the commercialization of its products may be
delayed and the credibility of its management may be adversely affected and, as
a result, BioMarin's stock price may decline.

   If BioMarin fails to manage its growth or fails to recruit and retain
personnel, its product development programs may be delayed.

   BioMarin's rapid growth has strained its managerial, operational, financial
and other resources. BioMarin expects this growth to continue. BioMarin has
entered into a joint venture with Genzyme. If BioMarin receives 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, BioMarin needs to continue to develop and
improve its research and development capabilities, manufacturing and quality
capacities, sales and marketing capabilities and financial and administrative
systems. BioMarin's staff, financial resources, systems, procedures or controls
may be inadequate to support its operations and its management may be unable to
manage successfully future market opportunities or its relationships with
customers and other third parties.

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

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

                                      34



   Changes in methods of treatment of disease could reduce demand for
BioMarin's products.

   Even if BioMarin's 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 BioMarin's drug products, this decision
would reduce demand for BioMarin's 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 BioMarin, it
may incur substantial liabilities.

   BioMarin is 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 BioMarin's
clinical trials of Aldurazyme with aggregate loss limits of $5.0 million.
BioMarin has 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 BioMarin believes that
its current insurance is a reasonable estimate of its potential liability and
represents a commercially reasonable balancing of the level of coverage as
compared to the cost of the insurance, BioMarin may be subject to claims in
connection with its current clinical trials for Aldurazyme, Aryplase and
Vibrilase for which the joint venture's or BioMarin's insurance coverages are
not adequate.

   If Aldurazyme, Aryplase or Vibrilase receives FDA approval, the product
liability insurance the joint venture or BioMarin 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 BioMarin takes, and continues to take, what it believes are appropriate
precautions, it may be unable to avoid significant liability if any product
liability lawsuit is brought against it. If BioMarin is the subject of a
successful product liability claim that exceeds the limits of any insurance
coverage BioMarin may obtain, it may incur substantial liabilities that would
adversely affect BioMarin's earnings and require the commitment of capital
resources that might otherwise be available for the development and
commercialization of BioMarin's product programs.

   BioMarin's stock price may be volatile, and an investment in BioMarin's
stock could suffer a decline in value.

   BioMarin's valuation and stock price since the beginning of trading after
its 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 BioMarin's common
stock will fluctuate due to factors including:

  .   progress of Aldurazyme, Neutralase, Aryplase and BioMarin's other lead
      drug products through the regulatory process, especially regulatory
      actions in the United States related to Aldurazyme;

  .   results of clinical trials, announcements of technological innovations or
      new products by BioMarin or BioMarin's competitors;

                                      35



  .   government regulatory action affecting BioMarin's drug products or its
      competitors' drug products in both the United States and foreign
      countries;

  .   developments or disputes concerning patent or proprietary rights;

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

  .   economic conditions in the United States or abroad;

  .   actual or anticipated fluctuations in BioMarin's operating results;

  .   broad market fluctuations in the United States or in Europe, which may
      cause the market price of BioMarin's common stock to fluctuate; and

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

   In addition, the value of BioMarin's 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:

  .   trading in different time zones;

  .   different ability to buy or sell BioMarin's stock;

  .   different market conditions in different capital markets; and

  .   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 BioMarin's business. Any adverse determination in litigation could
also subject BioMarin to significant liabilities.

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

   BioMarin's directors and officers (and their respective affiliates, not
including Glyko) control approximately [5.4%] of the outstanding shares of
BioMarin's common stock and Glyko owns approximately [21.3%] of the outstanding
shares of BioMarin's capital stock, based on the number of issued and
outstanding shares of BioMarin common stock as of         , 2002. The President
and Chief Executive Officer of Glyko and a significant shareholder of Glyko
serve as two of BioMarin's directors. As a result, due to their concentration
of stock ownership, directors and officers, if they act together, may be able
to control BioMarin's management and operations, and may be able to prevail on
all matters requiring a stockholder vote including:

  .   The election of all directors;

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

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

   Assuming completion of the proposed transaction as described in this Joint
Proxy Circular, BioMarin's directors and officers would control approximately
[9%] of the outstanding shares of BioMarin's common stock.

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

   BioMarin is incorporated in Delaware. Certain anti-takeover provisions of
Delaware law and BioMarin's charter documents as currently in effect may make a
change in control of BioMarin more difficult, even if a

                                      36



change in control would be beneficial to the stockholders. BioMarin's
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, BioMarin's 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 BioMarin's 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 BioMarin's 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. BioMarin's board of directors may use these provisions to prevent
changes in the management and control of BioMarin. Also, under applicable
Delaware law, BioMarin's board of directors may adopt additional anti-takeover
measures in the future.

Risk Relating to Glyko -- For Consideration by BioMarin Stockholders

   By voting in favor of the transaction, BioMarin stockholders are authorizing
the acquisition of Glyko. Glyko's principal asset is its ownership in BioMarin.
BioMarin stockholders should carefully review the risk relating to Glyko in
deciding whether or not to vote their shares of BioMarin common stock in favor
of the transaction.

   Glyko has a history of losses largely due to its investment in BioMarin and
there is no significant guarantee of future profitability.

   Glyko has a history of losses largely due to its investment in BioMarin, and
Glyko expects to continue to incur losses due to its share of BioMarin's net
loss resulting from the ongoing research and development of BioMarin's
pharmaceutical product candidates until the completion of the transaction.
Glyko's only significant asset is its [21.3%] ownership of BioMarin's
outstanding capital stock, based on the number of issued and outstanding shares
of BioMarin common stock as of             , 2002. As a result of Glyko's sale
of Glyko, Inc. on October 7, 1998, it has no operating activities or
operational employees. In light of the fact that Glyko does not conduct an
operating business, Glyko does not expect to have income to offset its losses.

Risk Regarding Arthur Andersen LLP--For Consideration by BioMarin Stockholders
and Glyko Shareholders

   The ability of BioMarin stockholders and Glyko shareholders to recover
against Arthur Andersen LLP, may be limited because neither BioMarin nor Glyko
have been able to obtain, after reasonable efforts, the reissued reports of
Arthur Andersen with respect to the financial statements included in this Joint
Proxy Circular.

   The BioMarin consolidated financial statements, the IBEX Therapeutic Enzymes
Division financial statements, and the Glyko financial statements included in
Annexes I, J, K and L to this Joint Proxy Circular have been audited by Arthur
Andersen LLP. Neither BioMarin nor Glyko have been able to obtain, after
reasonable efforts, the reissued reports of Arthur Andersen with respect to the
financial statements included in this Joint Proxy Circular because, among other
reasons, the partner and the audit manager in charge of auditing BioMarin and
Glyko 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, BioMarin and Glyko have dispensed with the requirement to
file with this Joint Proxy Circular, the reissued reports of Arthur Andersen
with respect to these financial statements. As a result, the BioMarin
stockholders and the Glyko shareholders 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.

                                      37



                  THE ANNUAL MEETING OF BIOMARIN STOCKHOLDERS

General

   The accompanying BioMarin proxy is being furnished in connection with the
solicitation of proxies on behalf of the BioMarin board of directors for use at
the annual meeting of the stockholders of BioMarin. Only holders of record of
BioMarin common stock at the close of business on           , 2002 will be
entitled to vote at the BioMarin annual meeting. At the close of business on
the BioMarin record date, there were ________ shares of BioMarin common stock
outstanding and entitled to vote. The shares of BioMarin common stock vote
together as a single class, and each share entitles the holder to one vote on
all matters presented at the BioMarin annual meeting. A majority of the shares
of BioMarin common stock, present in person or by proxy, will constitute a
quorum for the transaction of business. BioMarin's Annual Report, including its
Form 10-K for the fiscal year ended December 31, 2001 as filed with the U.S.
Securities and Exchange Commission, is enclosed with this Joint Proxy Circular.

Date, Time and Place

   The annual meeting of stockholders of BioMarin will be held on           ,
2002 at 10:00 a.m., California time, at 46 Galli Drive, Novato, California
94949.

Purpose of the Annual Meeting

   At the annual meeting, or any adjournment or postponement thereof, BioMarin
stockholders will be asked to consider and vote upon the following proposals:

    1. to elect six directors of BioMarin;

    2. to approve the transaction with Glyko, including, without limitation,
       the issuance of shares of BioMarin common stock in connection with the
       transaction; and

    3. to transact such other business as properly may be brought before the
       annual meeting or any adjournment or postponement of the annual meeting.

   Additional information regarding the above proposals is included under the
section entitled "Additional Information on Proposals for the Annual Meeting"
described below. The Acquisition Agreement and the Plan of Arrangement are
attached to this Joint Proxy Circular as Annex A and Annex B, respectively.
BioMarin stockholders are encouraged to read the additional information and the
Acquisition Agreement and related exhibits in their entirety and the other
information contained in this Joint Proxy Circular, including the annexes,
carefully before deciding how to vote with respect to the above proposals.

Record Date for the Annual Meeting

   BioMarin's board of directors has fixed the close of business on           ,
2002 as the record date for determination of BioMarin stockholders entitled to
notice of and to vote at the annual meeting.

Vote Required

   Except in certain specific circumstances, the affirmative vote of a majority
of shares present in person or represented by proxy at a duly held annual
meeting at which a quorum is present is required under Delaware law for
approval of proposals presented to stockholders. An exception to this procedure
relates to the election of directors. The six nominees receiving the highest
number of votes "FOR" a director will be elected as directors. This number is
called a plurality.

                                      38



   The transaction including, without limitation, the issuance of the shares of
BioMarin common stock in connection with the transaction, must be approved by
the affirmative vote of a majority of the outstanding BioMarin common stock,
present or represented by proxy at the BioMarin annual meeting. Such
stockholder approval is required under the rules of Nasdaq. Under the rules of
Nasdaq, shareholder approval is required because BioMarin will issue shares of
its common stock representing, in the aggregate, in excess of 20% of its
outstanding common stock prior to such issuance and one of BioMarin's
directors, Mr. Gywnn Williams, will receive approximately 8.3% of the shares of
BioMarin common stock to be issued in this transaction. If BioMarin were to
consummate the transaction without stockholder approval, BioMarin common stock
could be subject to delisting by Nasdaq. It is a condition to the obligation of
BioMarin to close the transaction that the approval of its stockholders to the
transaction as described herein be obtained.

Quorum

   BioMarin's bylaws provide that a majority of all issued and outstanding
voting shares of BioMarin as of the record date, represented in person or by
proxy, constitutes a quorum for the transaction of business at the annual
meeting. If a quorum is not present, in person or by proxy, then either the
chairman of the annual meeting or stockholders entitled to vote at the annual
meeting, present in person or represented by proxy, will have the power to
adjourn the annual meeting from time to time, without notice other than an
announcement at the annual meeting, until a quorum is present. At any adjourned
annual meeting at which a quorum is present, any business may be transacted
that might have been transacted as originally notified. If the adjournment is
for more than thirty days, or if after that adjournment a new record date is
fixed for the adjourned annual meeting, a notice of the adjourned annual
meeting shall be given to each stockholder of record entitled to vote at the
adjourned annual meeting.

Voting of Proxies at Annual Meeting and Revocability of Proxies

   All shares represented by valid proxies received prior to the annual meeting
will be voted and, where a stockholder specifies by means of the proxy a choice
with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made.

   Votes cast by proxy or in person at the annual meeting will be tabulated by
the Inspector of Elections (the "Inspector") who will be an employee of
BioMarin's transfer agent. The Inspector will also determine whether or not a
quorum is present. The Inspector will treat shares that are voted "AGAINST" or
"ABSTAIN" as being present and entitled to vote for purposes of determining the
presence of a quorum but such shares will not be treated as votes in favor of
approving any matter submitted to the stockholders for a vote. When proxies are
properly dated, executed and returned, the shares represented by such proxies
will be voted at the annual meeting in accordance with the instructions of the
stockholder. If no specific instructions are given, the shares will be voted
(i) for the election of the nominees for directors set forth herein; (ii) for
the transaction including, without limitation, the issuance of the shares of
BioMarin common stock to be issued in connection with the transaction; and
(iii) at the discretion of the proxyholder, upon such other business as may
properly come before the annual meeting or any adjournment or postponement
thereof. Proxyholders who have been granted discretionary authority will have
discretionary authority to vote only on those matters that BioMarin, at a
reasonable time before solicitation of proxies began, was not aware would be
presented for action at the meeting. As of the date of mailing this Joint Proxy
Circular, other than the matters related to Proposals 1 and 2, BioMarin was not
aware of any other matters that would be presented for action at its annual
meeting.

   If a broker indicates on the enclosed proxy or its substitute that such
broker does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present with respect
to that matter. BioMarin believes that the tabulation procedures to be followed
by the Inspector are consistent with the general statutory requirements under
Delaware law concerning voting of shares and determination of a quorum.

                                      39



   A stockholder who has given a proxy may revoke it at any time before it is
exercised at the BioMarin annual meeting, by (1) delivering to the secretary of
BioMarin (by any means, including facsimile) a written notice stating that the
proxy is revoked, (2) signing and so delivering a proxy bearing a later date or
(3) attending the BioMarin annual meeting and voting in person (although
attendance at the BioMarin annual meeting will not, by itself, revoke a proxy).

Solicitation of Proxies and Expenses

   BioMarin is soliciting proxies for the BioMarin annual meeting from
BioMarin's stockholders and Glyko is soliciting proxies for the Glyko special
meeting from its shareholders. BioMarin will bear costs incurred by BioMarin
related to the solicitation of proxies of its stockholders, including expenses
in connection with preparing and mailing this Joint Proxy Circular to its
stockholders. In addition, upon request BioMarin will reimburse brokerage firms
and other persons representing beneficial owners of shares of BioMarin common
stock for their reasonable out-of-pocket expenses in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain of
BioMarin's directors, officers and regular employees, without additional
compensation, in person or by telephone, or facsimile, or e-mail or telegram.

   BioMarin has retained Morrow & Co., Inc. to assist it in the solicitation of
proxies. BioMarin has agreed to pay customary fees to Morrow & Co. for its
services in soliciting proxies for BioMarin's annual meeting and has agreed to
reimburse Morrow & Co. for reasonable out-of-pocket expenses for these services.

Dissenters' or Appraisal Rights

   Under the Delaware General Corporation Law, holders of BioMarin common stock
will not be entitled to demand appraisal of, or to receive payment for, their
shares of BioMarin common stock.

Submission of Stockholder Proposals for 2003 Annual Meeting

   Stockholders, who intend to submit a proposal for inclusion in BioMarin's
proxy materials for the 2003 annual meeting of stockholders of BioMarin, must
submit the proposal to BioMarin no later than             , 2002. Stockholders
who intend to present a proposal at the 2003 annual meeting of stockholders
without inclusion of such proposal in BioMarin's proxy materials for the 2003
annual meeting are required to provide notice of such proposal to BioMarin no
later than           , 2003. BioMarin reserves the right to reject, rule out of
order, or take other appropriate action with respect to any proposal that does
not comply with these and other applicable requirements.

Auditors

   Arthur Andersen LLP, certified public accountants, were the independent
auditors of BioMarin from BioMarin's inception on March 21, 1997 until June 11,
2002. During that time, Arthur Andersen LLP audited BioMarin's financial
statements annually.

   Effective as of June 11, 2002, BioMarin dismissed Arthur Andersen LLP as its
independent accountants. BioMarin's Audit Committee recommended the dismissal
of Arthur Andersen LLP and the entire board of directors of BioMarin
participated in and approved such dismissal. Effective as of the same date,
BioMarin engaged KPMG LLP as its new independent accountants. BioMarin's audit
committee recommended this action which was approved unanimously by its board
of directors.

   The reports of Arthur Andersen LLP on BioMarin's financial statements for
the past two fiscal years contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principle. In connection with BioMarin's audits for the two most recent fiscal
years and through June 11, 2002, there were no disagreements with Arthur
Andersen LLP on any matter of accounting

                                      40



principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of Arthur
Andersen LLP would have caused them to make reference thereto in their report
on the financial statements for such years. During the two most recent fiscal
years and through June 11, 2002, there have been no reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Act).

   During the two most recent fiscal years and through June 11, 2002, BioMarin
has not consulted with KPMG LLP regarding either:

  .   the application of accounting principles to a specified transaction,
      either completed or proposed; or the type of audit opinion that might be
      rendered on BioMarin's financial statements, and either a written report
      was provided to BioMarin or oral advice was provided that KPMG LLP
      concluded was an important factor considered by BioMarin in reaching a
      decision as to the accounting, auditing or financial reporting issue; or

  .   any matter that was either the subject of a disagreement, as that term is
      defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Act
      and the related instructions to Item 304 of Regulation S-K under the
      Securities Act, or a reportable event, as that term is defined in Item
      304(a)(1)(v) of Regulation S-K under the Securities Act.

   Representatives of KPMG LLP plan to attend the BioMarin annual meeting and
will be available to answer questions and, although they do not expect to do
so, they will have the opportunity to make a statement if they so desire. It is
not expected that a representative of Arthur Andersen LLP will be present at
the annual meeting. However, KPMG LLP has advised BioMarin that its
representatives will be familiar with and able to answer questions regarding
BioMarin's financial statements for the most recently completed fiscal year.

   For the year ended December 31, 2001, Arthur Andersen LLP billed BioMarin
the following amounts for the respective professional services:


                                                                    
Audit Fees............................................................ $150,000
Financial Information Systems Design and Implementation Fees.......... $      0
All Other Fees........................................................ $198,854


   The Audit Committee has considered the nature and amount of these fees and
believes that the provision of the services relating to Financial Information
Systems and All Other Fees is compatible with maintaining Arthur Andersen LLP's
independence.

Other Matters

   BioMarin is not aware of any other matters to come before the annual meeting
of the stockholders of BioMarin other than as set forth in the Notice of Annual
Meeting of Stockholders. If any other matter properly comes before the meeting,
it is the intention of the persons named in the enclosed proxy form to vote the
shares represented thereby in accordance with their best judgment on such
matter.

Additional Information on Proposals for the Annual Meeting

   Proposal One: Election of Directors

   BioMarin has a board of directors currently consisting of six directors. Six
members of BioMarin's board of directors will be elected at the annual meeting.
The proxy holders may not vote the proxies for a greater number of persons than
the number of nominees named. Unless otherwise instructed, the proxy holders
will vote the proxies received by them for the six nominees named below, all of
whom are presently directors of BioMarin. If any nominee is unable or declines
to serve as a director at the time of the annual meeting, the proxies will be

                                      41



voted for any nominees who shall be designated by the present board of
directors to fill the vacancy. It is not expected that any nominee will be
unable to or will decline to serve as a director. If BioMarin stockholders
nominate additional persons for election as directors, the proxy holder will
vote all proxies received by him to assure the election of as many of the board
of directors' nominees as possible with the proxy holder making any required
selection of specific nominees to be voted for. The term of office of each
person elected as a director shall continue until the next annual meeting of
BioMarin stockholders or until that person's successor has been elected. If a
quorum is present, the six nominees receiving the highest number of affirmative
votes of the votes cast shall be elected as directors.

  Nominees For Director

   Set forth below is certain information regarding the nominees to the board
of directors of BioMarin:



                 Name                    Age        Position with BioMarin        Director Since
                 ----                    ---        ----------------------        --------------
                                                                         
Fredric D. Price........................ 56  Chief Executive Officer and Chairman  October 2000
                                               of the Board
Franz L. Cristiani(2)................... 61  Director                               June 2002
Phyllis I. Gardner, M.D.(1)(2).......... 51  Director                             September 2001
Erich Sager(1)(2)....................... 43  Director                             November 1997
Vijay B. Samant......................... 49  Director                               June 2002
Gwynn R. Williams(1)(2)................. 67  Director                              October 1996

--------
(1) Member of BioMarin's Compensation Committee.
(2) Member of BioMarin's Audit Committee.

   Each nominee to the BioMarin board of directors has consented to being named
in the Joint Proxy Circular and to serve as a director if elected. There is no
family relationship between any director and any executive officer of BioMarin.

   Fredric D. Price was elected Chairman of the Board and Chief Executive
Officer of BioMarin on October 31, 2000. From September 1994 to September 2000,
he was President, Chief Executive Officer, and a member of the Board of
Directors of Applied Microbiology/AMBI, a biotechnology and nutrition company.
From July 1991 to September 1994, he was Vice President Finance &
Administration and Chief Financial Officer of Regeneron Pharmaceuticals. From
March 1986 to July 1991, he was a pharmaceuticals and biotechnology industry
strategy consultant. For the 13 previous years, he was employed by Pfizer
Pharmaceuticals where he was a Vice President with both staff and line
responsibilities. Mr. Price received a B.A. in 1967 from Dartmouth College and
an M.B.A. in 1969 from the Wharton School of the University of Pennsylvania. He
is a member of the advisory board of equity4life, a health care investment
company based in Zurich, Switzerland, and a member of the board of directors of
LifeSpan BioSciences, Inc., a biotechnology company based in Seattle,
Washington.

   Franz L. Cristiani was appointed to the BioMarin board of directors in June
2002 and serves as chairman of its audit committee. Mr. Cristiani provided
consulting services to BioMarin from January 2002 to May 2002. From 1964 to
      1999, he was with Arthur Andersen LLP, as Partner since 1976, with
clients in high-technology, life-sciences, manufacturing, mining, forest
products, distribution, publishing and food products industries. At Arthur
Andersen, he specialized in public companies and had extensive hands-on
experience with public filings and financings. He holds a B.A. from San
Francisco State University and is a Certified Public Accountant.

   Phyllis I. Gardner, M.D. has served as a director of BioMarin since
September 2001. She is an Associate Professor (with tenure) of Medicine and
Pharmacology, Stanford University School of Medicine, where she has been since
1984. Dr. Gardner served as Vice President of Research and Principal Scientist
of ALZA Corporation, a pharmaceutical company, from 1996 to 1998, having served
as Principal Scientist and Consultant, ALZA

                                      42



Technology Institute of ALZA Corporation from 1994 to 1996 (while on leave from
Stanford). She is a co-founder of Genomics Collaborative, Inc., as well as a
co-founder and director of CambriaTech Investment Fund and Xeragen, Inc. She is
currently serving as the interim Chief Executive Officer of Xeragen. She also
serves on the board of directors of Aerogen Corporation and Health Hero Network
Corporation and on the scientific advisory boards of Vical, Inc., iMEDD, Inc.
and LifetecNet, Inc. Dr. Gardner received a B.S. from the University of
Illinois in 1972 and an M.D. from the Harvard Medical School in 1976.

   Erich Sager has served as a director of BioMarin since November 1997. Since
September 1996, Mr. Sager has served as the Chairman of LaMont Asset Management
SA, a private investment management firm. From April 1994 to August 1996, Mr.
Sager served as Senior Vice President, Head of Private Banking for Dresdner
Bank (Switzerland) Ltd. From September 1991 to March 1994, Mr. Sager served as
Vice President, Private Banking-Head German Desk for Deutsche Bank
(Switzerland) Ltd. From 1981 to 1989, Mr. Sager held various positions at a
number of banks in Switzerland. Mr. Sager serves as a director of Restoragen,
Inc., Dentalview, Inc., Kimsa Holding, LaMont Asset Management, SA and Sermont
Asset Management, SA. Mr. Sager received a Business Degree from the School of
Economics and Business Administration in Zurich, Switzerland.

   Vijay B. Samant was appointed to the BioMarin board of directors in June
2002. He has served as the President and Chief Executive Officer of Vical
Incorporated, a biopharmaceutical company, since November 2000. From
        1998 to         2000, he was the Chief Operating Officer of the Vaccine
Division at Merck & Co., Inc. From 1990 to         1998, he served in the
Manufacturing Division of Merck as Vice President of Vaccine Operations, Vice
President of Business Affairs, and Executive Director of Materials Management.
Mr. Samant earned his M.B.A. from the Sloan School of Management at the
Massachusetts Institute of Technology in 1983. He received a master's degree in
chemical engineering from Columbia University in 1977 and a bachelor's degree
in chemical engineering from the University of Bombay, University Department of
Chemical Technology, India, in 1975.

   Gwynn R. Williams has served as a director of BioMarin since its
incorporation. Mr. Williams founded AstroMed Limited and Astroscan Limited, UK
manufacturers of scientific equipment, in March 1984, which entities, in
December 1997, merged into Life Science Resources Ltd. Previously, Mr. Williams
was a partner of Arthur Andersen & Co., a mathematician with General Motors
Research, and a mathematician with British Steel. Mr. Williams was a founder of
Glyko Biomedical Ltd. and its predecessor Glyko, Inc. Mr. Williams received a
B.S. in Theoretical Physics from the University of Wales.

   Board Meetings and Board Committees

   The board of directors manages the business of BioMarin. It establishes
overall policies and standards for BioMarin and reviews the performance of
management. In addition, the board has established an Audit Committee, a
Compensation Committee, and a Non-officer Option Committee whose functions are
briefly described below. The board has not established a Nominating Committee.

   The board of directors of BioMarin held a total of 11 meetings during the
year ended December 31, 2001 and took action by unanimous written consent on
three occasions. No director participated in fewer than 75% of all such
meetings and actions of the board of directors and the committees thereof held
during fiscal 2001, if any, upon which such director served.

   Audit Committee.  The Audit Committee provides oversight of the (i)
financial reporting process, the system of internal controls and the audit
process of BioMarin and (ii) BioMarin's independent auditors. The Audit
Committee also recommends to the board of directors the appointment of
BioMarin's independent certified public accountants. On June 15, 2000, the
board adopted a new written Audit Committee Charter (the "Audit Charter"), a
copy of which was included with BioMarin's proxy statement related to the 2001
annual meeting of its stockholders. As also required by the Audit Charter, each
of the members of the Audit Committee is an

                                      43



independent director as defined by Nasdaq Rule 4200(a)(15). The members of the
Audit Committee are Mr. Cristiani, Dr. Gardner, Mr. Sager, and Mr. Williams.
During the fiscal year 2001, the Audit Committee met on 5 occasions.

   Compensation Committee.  The Compensation Committee, which consists of Dr.
Gardner, Mr. Sager and Mr. Williams, sets general compensation policy for
BioMarin and has final approval power over compensation of executive officers.
The Compensation Committee also has final approval power over guidelines and
criteria for employees' bonuses and administers BioMarin's 1997 Stock Plan and
1998 Director Option Plan. The Compensation Committee met once in 2001.

   Non-officer Option Committee.  The Non-officer Option Committee, which
consists of Mr. Price, determines grants of stock options to non-officer
employees of BioMarin pursuant to BioMarin's 1997 Stock Plan. The stock grants
by the Non-officer Option Committee may be made only within the guidelines and
parameters established by the Compensation Committee.

   Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the United States Securities Exchange Act of 1934 requires
BioMarin's directors and officers and persons who own more that 10% of a
registered class of BioMarin's equity securities to file reports of ownership
and reports of changes in the ownership with the U.S. Securities and Exchange
Commission and the National Association of Securities Dealers, Inc. Executive
officers, directors, and greater than 10% stockholders are required by the U.S.
Securities and Exchange Commission to furnish BioMarin with copies of all
Section 16(a) forms they file.

   To the best of BioMarin's knowledge, based solely on review of the copies of
such reports furnished to BioMarin or written representations that no other
reports were required, during the fiscal year ended December 31, 2001, all
officers, directors, and 10% stockholders complied with all Section 16(a)
filing requirements.

   Compensation Committee Interlocks and Insider Participation

   None of the members of the Compensation Committee is currently or has been,
at any time since the formation of BioMarin, an officer or employee of
BioMarin. No member of the Compensation Committee serves as a member of the
board of directors or compensation committee of any entity that has one or more
executive officers serving as a member of BioMarin's board of directors or
Compensation Committee.

   The board of directors of BioMarin unanimously recommends voting FOR the
election of each of the foregoing nominees to its board of directors.

   Proposal Two: Approval of the Transaction

   The disinterested members of BioMarin's board of directors, which
constitutes a majority of BioMarin's board of directors, believe that the terms
of the transaction are fair to the stockholders of BioMarin and in the best
interests of BioMarin and have unanimously approved the transaction including,
without limitation, the issuance of shares of BioMarin common stock in
connection with the transaction.

   The disinterested members of BioMarin's board of directors, which
constitutes a majority of the board of directors, recommend that the
stockholders of BioMarin vote FOR the transaction including, without
limitation, the issuance of shares of BioMarin common stock in connection with
the transaction. In considering such recommendation, BioMarin stockholders
should be aware that some BioMarin directors have interests in the transaction
that are different from, or in addition to, those of BioMarin stockholders, and
that BioMarin provides indemnification to directors and officers of BioMarin.
See "The Transaction--Interests of Certain Persons in the Transaction."

                                      44



   The matters to be considered at the annual meeting are of great importance
to the stockholders of BioMarin. Accordingly, you are urged to read and
carefully consider the information presented in this Joint Proxy Circular, and
to complete, date, sign and promptly return the enclosed BioMarin proxy card in
the enclosed postage paid envelope.

   Contact for Questions and Assistance in Voting

   Any BioMarin stockholder who has a question about the transaction, the
issuance of shares in connection with the transaction, or how to vote or revoke
a proxy, or who wishes to obtain additional copies of this Joint Proxy
Circular, should contact BioMarin's proxy solicitor at the address or telephone
number listed below:

                              Morrow & Co., Inc.
                          445 Park Avenue--5th Floor
                              New York, NY 10022
                                1-800-607-0088

   If you need additional copies of this Joint Proxy Circular or voting
materials, you should contact Morrow & Co. Inc. as described above.

                                      45



                   THE SPECIAL MEETING OF GLYKO SHAREHOLDERS

General

   Glyko is furnishing this Joint Proxy Circular to its shareholders in
connection with the solicitation of proxies by management of Glyko for use at
the Glyko special meeting to be held on           , 2002.

Date, Time and Place

   The special meeting of shareholders of Glyko will be held on           ,
2002 at 10:00 a.m., Toronto time, at the offices of Blake, Cassels & Graydon
LLP, 199 Bay Street, Suite 2300, Commerce Court West, Toronto, Ontario M5L 1A9.

Purpose of the Special Meeting

   At the Glyko special meeting, Glyko shareholders will be asked:

    1. to consider, pursuant to an order of the Superior Court of Justice
       (Ontario) dated           , 2002, and, if deemed advisable, to pass,
       with or without variation, the Glyko arrangement resolution attached as
       Annex C to this Joint Proxy Circular to approve the arrangement under
       Section 192 of the Canada Business Corporations Act involving the
       indirect acquisition by BioMarin of all the issued and outstanding
       common shares of Glyko;

    2. if the special resolution approving the above mentioned arrangement is
       approved, to consider, and if deemed advisable, to pass, with or without
       variation, the Glyko continuance resolution attached as Annex D to this
       Joint Proxy Circular to approve the continuance of Glyko under the laws
       of British Columbia; and

    3. to transact such further or other business as may properly come before
       the Glyko special meeting or any adjournment or postponement thereof.

   Glyko will not proceed with the transaction unless both the arrangement
resolution and the continuance resolution are approved by shareholders.

   A copy of the Acquisition Agreement and the Plan of Arrangement are attached
to this Joint Proxy Circular as Annex A and Annex B, respectively. Glyko
shareholders are encouraged to read the Acquisition Agreement and related
exhibits in their entirety and the other information contained in this Joint
Proxy Circular, including the annexes, carefully before deciding how to vote.

Record Date for Special Meeting

   Pursuant to the interim order in respect of the arrangement the record date
for determining the Glyko shareholders entitled to notice of and to attend in
person, or appoint a proxy nominee to attend, and vote at the special meeting
will be           , 2002.

Vote Required

   The Glyko arrangement resolution and the Glyko continuance resolution must
be approved by not less than two-thirds of the votes cast by the holders of
Glyko common shares, voting in person or by proxy, at the Glyko special
meeting. The Glyko common shares vote together as a single class, and each
common share entitles the holder to one vote on all matters presented at the
Glyko special meeting.

   As of   .  , 2002, there were 34,352,823 Glyko common shares outstanding and
there were options outstanding entitling holders thereof to acquire 81,397
Glyko common shares. Shareholders representing

                                      46



approximately 27.3% of the Glyko common shares have agreed, subject to certain
conditions, to vote their shares in favor of the Glyko arrangement resolution
and the Glyko continuance resolution and to otherwise support the transaction.

   The Glyko shareholders whose names were entered on the register of
shareholders of Glyko at the close of business on   .  , 2002 will be entitled
to receive notice of and to attend in person, or appoint a proxy nominee to
attend, the Glyko special meeting and to vote on a show of hands and, on a
poll, one vote for each Glyko common share held on that date.

   The list of shareholders of Glyko will be available for inspection on and
after   .  , 2002, during usual business hours at the Toronto office of Glyko's
transfer agent (Computershare Trust Company of Canada) and at the special
meeting.

   To the knowledge of the directors and senior officers of Glyko, as at   .  ,
2002, no person or company beneficially owned, directly or indirectly, or
exercised control or direction over, Glyko common shares carrying more than 10%
of the voting rights attributable to all the outstanding Glyko common shares.

Quorum

   At least two persons present in person or by proxy or by any other duly
authorized representative shall constitute a quorum for any meeting of the
shareholders of Glyko if the persons so present are shareholders of Glyko and
entitled to cast, in the aggregate, not less than 33% of the votes which all of
the shareholders of Glyko are entitled to cast; provided that, if at the
opening of any meeting a quorum is not present, one or more persons present in
person or by proxy or by any other duly authorized representative shall
constitute a quorum to adjourn the meeting of the shareholders of Glyko if the
person or persons so present hold at least one common share of Glyko.

Non-Registered Shareholders

   Non-registered shareholders should follow the directions of their
intermediaries with respect to the procedures to be followed for voting.
Generally, non-registered shareholders will not receive the same proxy form as
distributed by Glyko to registered shareholders but will be provided with
either a request for voting instructions or a proxy form executed by the
intermediary but otherwise uncompleted. Intermediaries will then submit votes
on behalf of the non-registered shareholders. If you are a non-registered
shareholder, please submit your voting instructions to your intermediary in
sufficient time to ensure that your votes are received by Glyko on or before
5:00 p.m. (Toronto time) on   .  , 2002.

Voting of Proxies at Special Meeting and Revocation of Proxies

   The form of proxy accompanying this Joint Proxy Circular confers
discretionary authority upon the proxy nominee with respect to any amendments
or variations to the matters identified in the notice of special meeting of
shareholders of Glyko and any other matter which may properly come before the
Glyko special meeting or any adjournment thereof. Proxyholders who have been
granted discretionary authority will have discretionary authority to vote only
on those matters that Glyko, at a reasonable time before solicitation of
proxies began, was not aware would be presented for action at the meeting. As
of the date of mailing this Joint Proxy Circular, other than the matters
referred to under "Purpose of the Special Meeting" above, Glyko was not aware
of any other matters that would be presented for action at its special meeting.

   If a proxy given to Glyko management is signed and returned, the securities
represented by the proxy will be voted for or against the Glyko arrangement
resolution and the Glyko continuance resolution, in accordance with the
instructions marked on the proxy. If no instructions are marked, the securities

                                      47



represented by such a proxy will be voted FOR the Glyko arrangement resolution
and FOR the Glyko continuance resolution and in accordance with Glyko
management's recommendation with respect to amendments or variations of the
matters set out in the Glyko notice of special meeting or any other matters
which may properly come before the Glyko special meeting.

   The persons named in the Glyko forms of proxy are directors or officers of
Glyko. A Glyko shareholder has the right to appoint a person (who need not be a
Glyko shareholder) to represent such shareholder at the Glyko special meeting
other than the persons designated in the forms of proxy and may exercise such
right by inserting the name in full of the desired person in the blank space
provided in the Glyko forms of proxy and striking out the names now designated.

   Shareholders who do not expect to attend the Glyko special meeting in person
are requested to complete, sign, date and return the enclosed form of proxy in
the enclosed envelope addressed to Glyko Biomedical Ltd., c/o Computershare
Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario,
Canada M5J 2Y1, facsimile number (416) 981-9800. The Glyko form of proxy must
be received by no later than 5:00 p.m. (Toronto time) on   .  , 2002 or, in the
event that the Glyko special meeting is adjourned or postponed, by no later
than 5:00 p.m. (Toronto time) on the second business day prior to the day fixed
for the adjourned or postponed Glyko special meeting.

   A Glyko shareholder executing the form of proxy enclosed with the Glyko
circular has the power to revoke it by instrument in writing executed by the
Glyko shareholder or an attorney authorized in writing or, where the Glyko
shareholder is a corporation, by a duly authorized officer or attorney of the
corporation. The instrument of revocation must be delivered to Glyko Biomedical
Ltd., c/o Computershare Trust Company of Canada, 100 University Avenue, 9/th/
Floor, Toronto, Ontario, Canada M5J 2Y1, facsimile number (416) 981-9800 at any
time up to and including the last business day preceding the date of the Glyko
special meeting or any adjournment thereof or to the Chairman of the Glyko
special meeting on the day of the Glyko special meeting or any adjournment
thereof before any vote in respect of which the proxy is to be used is taken. A
proxy may also be revoked in any other manner permitted by law.

Solicitation of Proxies and Expenses

   Glyko is soliciting proxies for the Glyko special meeting from its
shareholders and BioMarin is soliciting proxies for the BioMarin annual meeting
from its stockholders. Glyko will bear the costs incurred by Glyko related to
the solicitation of proxies from its shareholders, including expenses in
connection with preparing and mailing this Joint Proxy Circular to its
shareholders. Proxies may also be solicited by certain of Glyko's directors,
officers and regular employees, without additional compensation, in person or
by telephone or by facsimile or by e-mail.

Dissenting Shareholder Rights

   Pursuant to the provisions of the interim order, registered Glyko
shareholders have been granted the right to dissent with respect to the Glyko
arrangement resolution. Pursuant to the provisions of the Canada Business
Corporations Act, registered Glyko shareholders have the right to dissent with
respect to the Glyko continuance resolution. If the arrangement or continuance
becomes effective, a registered Glyko shareholder who dissents will be entitled
to be paid the fair value of its Glyko common shares by Glyko. This right to
dissent is described in this Joint Proxy Circular and in the Plan of
Arrangement which is attached to this Joint Proxy Circular as Annex B. The
dissent procedures require that a registered holder of Glyko common shares who
wishes to dissent must provide to Glyko Biomedical Ltd., 199 Bay Street,
Toronto, Ontario, M5L 1A9, attention John A. Kolada, facsimile number (416)
863-2653, a dissent notice at or prior to the Glyko special meeting. It is
important that Glyko shareholders strictly comply with this requirement and the
other procedural requirements described in the interim order and this Joint
Proxy Circular. Failure to comply strictly with the dissent procedures may
result in the loss or unavailability of any right of dissent. See "Dissenting
Shareholder Rights."

                                      48



Shareholder Proposals

   Holders of Glyko common shares wishing to raise any matter at Glyko's next
annual meeting of shareholders, which will only be held should the transaction
contemplated hereby not proceed, must have submitted a proposal to Glyko, in
the manner prescribed by the Canada Business Corporations Act, by no later than
May 13, 2002.

Independent Auditors

   Arthur Andersen LLP, certified public accountants, are the independent
auditors of Glyko.

Other Matters

   As at the date of this Joint Proxy Circular, management of Glyko is not
aware of any amendments or variations to the Glyko arrangement resolution or
the Glyko continuance resolution, or of any other matter to be presented to
shareholders for consideration at the Glyko special meeting.

Recommendation of the Glyko Board of Directors

   The board of directors of Glyko has approved the Acquisition Agreement and
the arrangement and the transactions contemplated by the Acquisition Agreement
and the arrangement, including the continuance. Accordingly, the board of
directors recommends that the shareholders of Glyko vote FOR approval of the
Glyko arrangement resolution and FOR approval of the Glyko continuance
resolution. In considering such recommendation, Glyko shareholders should be
aware that some Glyko directors and officers have interests in the transaction
which are different from or in addition to, those of Glyko shareholders
generally, and that BioMarin has agreed to provide indemnification to directors
and officers of Glyko. For more information about these interests see the
section of this Joint Proxy Circular entitled "The Transaction--Interest of
Certain Persons in the Transaction."

   The matters to be considered at the Glyko special meeting are of great
importance to the shareholders of Glyko. Accordingly, you are urged to read and
carefully consider the information presented in this Joint Proxy Circular,
including the annexes, and to complete, date, sign and promptly return the
enclosed form of Glyko proxy card in the enclosed postage paid envelope.

Contact for Questions and Assistance in Voting

   Any Glyko shareholder who has a question about the transaction, the
arrangement, the continuance, or how to vote or revoke a proxy, or who wishes
to obtain additional copies of this Joint Proxy Circular, should contact:


                   
       Shareholder Services Call Centre
       Computershare Trust of Canada

       Telephone:     (800) 663-9097 (toll free in Europe, the United States and Canada)
                      (514) 982-7270 (Montreal)

       Email:         caregistryinfo@computershare.com


                                      49



                                THE TRANSACTION

   The following is a description of the material aspects of the transaction,
including the Acquisition Agreement, the Plan of Arrangement, and certain other
agreements to be entered into in connection with the transaction. While
BioMarin and Glyko believe that the following description covers the material
terms of the Acquisition Agreement, the Plan of Arrangement and the related
transactions and agreements, the description may not contain all of the
information that is important to you. You should read this entire document and
the other documents referred to carefully for a more complete understanding of
the transaction. In particular, the following summaries of the Acquisition
Agreement and the Plan of Arrangement are not complete and are qualified in
their entirety by reference to the copy of the Acquisition Agreement and the
Plan of Arrangement which are attached to this Joint Proxy Circular as Annex A
and Annex B, respectively, and are incorporated by reference into this Joint
Proxy Circular in their entirety.

General

   The BioMarin board of directors and the Glyko board of directors have each
approved the Acquisition Agreement. The Acquisition Agreement provides that
BioMarin Nova Scotia will acquire all of the Glyko common shares, subject to,
among other things:

  .   approval of the arrangement, including the issuance of shares of BioMarin
      common stock, by BioMarin stockholders;

  .   approval of the Glyko arrangement resolution and the Glyko continuance
      resolution by the Glyko shareholders; and

  .   approval of the arrangement by the Superior Court of Justice (Ontario).

   Pursuant to the arrangement, BioMarin Nova Scotia will acquire all of the
outstanding common shares of Glyko (other than those of Glyko shareholders who
properly exercise their dissent rights and are paid the fair value of their
shares by Glyko), and the Glyko shareholders (other than those who properly
exercise their dissent rights) will receive from BioMarin Nova Scotia for each
Glyko common share held 0.3309 of a share of BioMarin common stock. To enable
BioMarin Nova Scotia to deliver such shares, BioMarin will issue up to
11,367,617 shares of its common stock in accordance with the terms of the
Acquisition Agreement. As a consequence of the consummation of the arrangement,
Glyko will become an indirect wholly-owned subsidiary of BioMarin. After the
arrangement is completed, BioMarin intends to exchange the 11,367,617 shares of
BioMarin common stock owned by Glyko for shares of Series A Preferred Stock of
BioMarin and to cancel such 11,367,617 shares of common stock. No certificates
representing fractional shares of BioMarin common stock shall be issued upon
the surrender for exchange of certificates representing Glyko common shares. In
lieu of any such fractional securities, each person otherwise entitled to a
fractional interest (after aggregating all fractional shares of BioMarin common
stock that otherwise would be received by such holder) in a share of BioMarin
common stock will be entitled to receive from BioMarin Nova Scotia a cash
payment (rounded to the nearest whole cent), without interest, equal to the
product of (i) such fraction, and (ii) the average closing price of the shares
of BioMarin common stock for the 20 most recent days that BioMarin common stock
has traded ending on the second trading day immediately prior to the effective
date of the arrangement, as reported on Nasdaq. In no event will BioMarin Nova
Scotia be required to transfer to holders of Glyko common shares more than, in
the aggregate, 11,367,617 shares of BioMarin common stock in connection with
the exchange provided for pursuant to the Acquisition Agreement.

   Neither BioMarin nor, to its knowledge, any of its affiliates, directors or
officers, currently owns any Glyko common shares, except for Messrs. Erich
Sager and Gwynn Williams who collectively own or exercise control over
2,858,488 common shares of Glyko. In addition, Erich Sager holds options to
acquire 12,500 Glyko common shares. Based on the number of Glyko common shares
outstanding on           , 2002, immediately following completion of the
transaction, the former holders of Glyko common shares will hold in

                                      50



the aggregate approximately 11,367,617 shares of BioMarin common stock, and the
holders of Glyko options will hold options to purchase approximately 26,934
shares of BioMarin common stock after such Glyko options are exchanged for
options to purchase shares of BioMarin common stock in accordance with the
provisions of the Acquisition Agreement. Assuming all Glyko common shares are
exchanged for BioMarin common stock, the BioMarin common stock owned by Glyko
is exchanged for BioMarin preferred stock and such common stock is cancelled
and excluding shares of BioMarin common stock held by former Glyko shareholders
prior to the arrangement, based upon the number of shares of BioMarin common
stock and Glyko common shares outstanding as of __________, 2002, immediately
following completion of the transaction existing Glyko shareholders would
collectively hold approximately [21.3%] of the outstanding BioMarin common
stock. See "Pro Forma Capitalization of BioMarin."

   Glyko shareholders who properly exercise their dissent rights will be
entitled to be paid the fair value of their Glyko common shares. The obligation
of BioMarin to complete the arrangement is subject to the condition that
holders of no more than one percent of the issued and outstanding Glyko common
shares shall have exercised and not withdrawn dissent rights in respect of the
arrangement or the continuance. Dissenters' appraisal rights under the Delaware
General Corporation Law are not available to BioMarin stockholders in
connection with the transaction. See "Dissenting Shareholder Rights."

Treatment of Stock Options

   At the implementation time of the arrangement, each Glyko option to purchase
common shares will be exchanged for an option to purchase BioMarin common stock
granted in accordance with BioMarin's 1997 Stock Plan, as amended. Each
replacement option will constitute an option to purchase that number of shares
of BioMarin common stock equal to the product of the exchange ratio (0.3309),
and the number of Glyko common shares subject to the Glyko option, rounding
down to the nearest whole share of BioMarin common stock. Each replacement
option will provide for an exercise price per share of BioMarin common stock
equal to the U.S. dollar equivalent of the exercise price per share of the
Glyko option immediately prior to the implementation time of the arrangement
divided by 0.3309 and rounding up to the nearest cent. The restrictions on
exercise and term of replacement options will otherwise be unchanged from those
of the Glyko options for which they are exchanged.

   On __________, 2002, there were outstanding options to purchase Glyko common
shares which, when vested, would be exercisable to acquire a total of
approximately 81,397 Glyko common shares at prices between Cdn.$4.50 and
Cdn.$6.75 with various expiration dates to January 15, 2006.

Background of the Transaction

   The provisions of the Acquisition Agreement are the result of negotiations
conducted among representatives of BioMarin and Glyko and their legal and
financial advisors. The following is a summary of the meetings, negotiations
and discussions between the parties that preceded execution of the Acquisition
Agreement.

   On May 24, 2001, Fredric Price, Chairman and Chief Executive Officer of
BioMarin, Joerg Gruber, the Chairman of Glyko, Erich Sager, the President and
Chief Executive Officer of Glyko as well as a director of BioMarin, and John
Kolada, a director of Glyko, held preliminary discussions at a meeting in
Novato, California concerning the possibility of a transaction in which Glyko
shareholders would become direct shareholders in BioMarin.

   The results of this meeting were reported to the Glyko board of directors at
a meeting held on May 31, 2001. At that meeting, the Glyko board of directors
established a transaction committee whose members would be principally
responsible for negotiating any transaction with BioMarin and reporting back to
the full board of directors at regular intervals. It was determined at this
meeting that Erich Sager would not participate in or be made aware of any
discussions involving Glyko's interests in any transaction with BioMarin, given
his status as a

                                      51



BioMarin board member. The Glyko board of directors determined that the
transaction committee would comprise Hannes Glaus, Joerg Gruber and John Kolada.

   On June 18, 2001, Fredric Price and Joerg Gruber met in London, England to
discuss further a possible combination of the two companies. During that
meeting, the structure of a possible transaction and the potential advantages
of a combination of the two companies were discussed. On the basis of this
meeting, the parties determined that they would continue discussions and would
work toward developing more specific terms for the proposed transaction.

   Over the ensuing weeks, BioMarin and Glyko and their respective advisors
discussed various structures for the implementation of a possible transaction
between the two parties. Glyko's transaction committee reported to the full
board of directors on these discussions at its meeting held on June 28, 2001.

   At a meeting held on July 9, 2001, the Glyko board of directors again
discussed a possible transaction with BioMarin. At that meeting, the board of
directors determined to appoint TD Securities as its financial advisor and
subsequently engaged TD Securities to act in this capacity.

   On July 13, 2001, BioMarin and Glyko entered into a confidentiality
agreement which contained customary standstill, exclusivity and
non-solicitation provisions. Shortly thereafter, BioMarin and Glyko and their
respective legal and financial advisors commenced due diligence investigations
of one another. The parties' due diligence investigations continued throughout
the months of July and August 2001.

   On July 24, 2001, the BioMarin board of directors discussed the principal
terms of a transaction whereby BioMarin would acquire the outstanding shares of
Glyko in exchange for BioMarin equity. At this time, the BioMarin board of
directors established a committee of independent board members consisting of
Messrs. Denison and Price with authority to negotiate the terms of the
transaction.

   As part of scheduled meetings held on August 2, 19 and 30, 2001, the Glyko
board of directors reviewed the status of discussions and outstanding issues
concerning a possible transaction with BioMarin and, in particular, focused on
certain structural considerations and related tax implications, both for Glyko
and its shareholders.

   During August and September 2001, senior management of BioMarin had
discussions with BioMarin's legal and financial advisors in connection with
structural considerations and related tax implications for BioMarin as well as
other business and legal matters. During September 2001, the parties exchanged
preliminary drafts of definitive agreements and continued to discuss the
optimal structure for any transaction that might be implemented by Glyko and
BioMarin.

   On September 28, 2001, the BioMarin board of directors determined that any
further discussions regarding a transaction with Glyko would be postponed until
after the unblinding of the Phase 3 Aldurazyme trial and due to certain other
competing corporate priorities. On September 28, 2001, Fredric Price advised
Joerg Gruber that BioMarin wished to postpone further discussions concerning a
possible transaction. This development was reported to Glyko's board of
directors at its meeting held on October 1, 2001, at which time the board of
directors considered at length the implications for Glyko and its shareholders
of a delay in pursuing further a possible transaction with BioMarin.

   On December 13, 2001, the BioMarin board of directors determined to proceed
with discussions regarding the proposed transaction with Glyko, and in late
December 2001, BioMarin advised Glyko that it was prepared to resume
discussions on a transaction whereby BioMarin would acquire Glyko and Glyko
shareholders would become direct shareholders of BioMarin.

   During January 2002, further drafts of definitive agreements were
circulated, and BioMarin and Glyko and their respective legal and financial
advisors engaged in extensive discussions and negotiations on the proposed
transaction. An updated confidentiality agreement was signed by BioMarin and
Glyko on January 10, 2002.

                                      52



   The preliminary drafts of the definitive agreements circulated in January
2002 reflected substantially the same commercial terms as the draft agreements
exchanged in September 2001 between the parties. In particular, the
consideration to be paid to Glyko shareholders in the January 2002 draft
acquisition agreement did not change from that set forth in the September 2001
draft agreement. The changes in the draft agreements distributed in January
2002 were primarily related to the changes in the structure of the transaction
and reflected comments on the agreements received from Glyko and its advisors.
In the draft agreements proposed in September 2001, the transaction
contemplated an exchangeable share structure whereby Glyko shareholders would
have received shares of a Canadian subsidiary of BioMarin that would have been
exchangeable into shares of BioMarin common stock. Due to the additional
complexity and costs of implementing the exchangeable share structure, the
agreement was revised to reflect the current structure.

   On February 1, 2002, TD Securities led a due diligence question and answer
session involving BioMarin senior management. Concurrent with such meeting,
representatives of Glyko approached certain affiliates of Glyko about the
possibility of entering into the shareholder support agreements described under
"-- Other Agreements."

   On February 5, 2002, the boards of directors of BioMarin and Glyko met
separately to approve the proposed transaction.

   At the BioMarin board of directors meeting, BioMarin's financial advisor,
UBS Warburg LLC, reviewed with the BioMarin board of directors financial
aspects of the transaction and informed the BioMarin board that, assuming no
material changes in the transaction and subject to review of the definitive
Acquisition Agreement, it would be in a position to deliver an opinion
regarding the fairness, from a financial point of view, to BioMarin of the
exchange ratio provided for in the transaction upon execution of the definitive
Acquisition Agreement. At this meeting, the disinterested members of the
BioMarin board of directors unanimously approved the proposed transaction,
including the issuance of shares of BioMarin common stock in connection
therewith, and the Acquisition Agreement, subject to such changes or
modifications to the Acquisition Agreement as the Chief Executive Officer of
BioMarin may determine and subject to receipt of UBS Warburg's opinion, which
was subsequently delivered on February 6, 2002, the date on which the
Acquisition Agreement was executed.

   At the Glyko board of directors meeting, a presentation was made by Glyko's
financial advisors, TD Securities, as part of which TD Securities provided
their oral opinion to the board of directors that the consideration to be
received by Glyko's shareholders under the proposed transaction was fair, from
a financial point of view, as of that date. The Glyko board of directors
unanimously approved the proposed transaction and authorized the execution of
the Acquisition Agreement.

   On February 6, 2002, Glyko's board of directors received the written opinion
of TD Securities in the form attached as Annex G to this Joint Proxy Circular.

   The Acquisition Agreement was executed on February 6, 2002, and shareholder
support agreements with certain shareholders of Glyko (including all directors
who are shareholders), representing in the aggregate approximately 27.3% of the
outstanding Glyko common shares, were delivered concurrently. BioMarin and
Glyko each disseminated a press release announcing the transaction before the
opening of markets on February 7, 2002 in the United States, Canada and
Switzerland.

Joint Reasons for the Transaction

   The following discussion of BioMarin's and Glyko's reasons for the
transaction contains a number of forward-looking statements that reflect the
current views of BioMarin and Glyko with respect to future events that may have
an effect on the companies' future financial performance taken as a whole.
Forward-looking statements are subject to risks and uncertainties. Actual
results and outcomes may differ materially from the results and outcomes
discussed in the forward-looking statements. Cautionary statements that
identify important

                                      53



factors that could cause or contribute to differences in results and outcomes
include those discussed in the sections of this Joint Proxy Circular entitled
"Cautionary Statements Regarding Forward-Looking Statements in this Document"
and "Risk Factors."

   The boards of directors of BioMarin and Glyko approved the Acquisition
Agreement and the transactions contemplated by the Acquisition Agreement,
including the arrangement and the issuance of shares of BioMarin common stock,
because they determined that the stockholders of their respective companies
will benefit from the transaction. Among other benefits, the boards of
directors believe that:

  .   the stockholders of BioMarin, including former Glyko shareholders, will
      benefit from BioMarin's simplified share ownership structure;

  .   the stockholders of BioMarin, including former Glyko shareholders, will
      benefit from the increased number of holders of shares of BioMarin common
      stock as the liquidity of the BioMarin common stock should be enhanced;
      and

  .   the shareholders of Glyko will benefit from having direct ownership
      interests in BioMarin and from the increased liquidity associated with
      holding BioMarin's common stock.

Recommendation of BioMarin's Board of Directors

   At a meeting held on February 5, 2002, the disinterested members of the
board of directors of BioMarin, which constitute a majority of the BioMarin
board of directors, unanimously:

  .   determined that the transaction is advisable, and is fair to and in the
      best interest of BioMarin and its stockholders;

  .   approved the Acquisition Agreement, subject to such changes or
      modifications as the Chief Executive Officer of BioMarin may determine
      and subject to receipt of the written opinion of BioMarin's financial
      advisor in the form considered by the board at its meeting as described
      below;

  .   directed that the issuance of shares of BioMarin common stock in
      connection with the transaction be submitted for consideration by
      BioMarin stockholders at a BioMarin annual meeting; and

  .   resolved to recommend that the BioMarin stockholders vote FOR the
      transaction, including, without limitation, the issuance of shares of
      BioMarin common stock in connection with the transaction.

   In reaching its decisions as described above, the BioMarin board of
directors consulted with BioMarin's management, BioMarin's legal counsel
regarding the legal terms of the transaction, and BioMarin's financial advisors
regarding the financial aspects of the transaction. The material factors that
the BioMarin board of directors considered in reaching its determination were
as follows:

  .   The reasons for the transaction described in the section entitled "Joint
      Reasons for the Transaction" of this Joint Proxy Circular.

  .   The historical information concerning BioMarin's and Glyko's respective
      businesses, prospects, financial performance and condition, operations,
      technology, management and competitive position, including public reports
      concerning results of operations during the most recent fiscal year and
      fiscal quarter for each company filed with the U.S. Securities and
      Exchange Commission. The number of shares of BioMarin common stock held
      by Glyko represents a significant interest in BioMarin. It is possible
      that Glyko could be acquired by a third party in the future, which party
      could therefore acquire this significant interest in BioMarin. This
      possibility creates uncertainty for BioMarin and its stockholders.

  .   BioMarin's management's view of the financial condition, results of
      operations and businesses of BioMarin and Glyko before and after giving
      effect to the transaction. The potential acquisition of Glyko would not
      entail the assumption of any significant liabilities or obligations,
      other than a contingent tax liability with respect to a capital gain
      which would be realized on a taxable disposition by Glyko of its

                                      54



      BioMarin common stock (or Series A Preferred Stock for which the common
      stock will be exchanged) as discussed under "Contingent Capital Gains Tax
      Liability to BioMarin." Accordingly, once the transaction is complete,
      there will be no continuing material impact on BioMarin's operations or
      financial position.

  .   The current financial market conditions and historical market prices,
      volatility and trading information with respect to BioMarin common stock
      and Glyko common shares. Converting the current Glyko shareholders'
      interest in BioMarin from an indirect interest through their ownership of
      Glyko common shares to a direct ownership of BioMarin common stock will
      increase the number of publicly traded shares of BioMarin common stock.
      The BioMarin board believes that this should increase the liquidity of
      BioMarin common stock and could mitigate the volatility of the trading
      price of BioMarin common stock.

  .   The relationship between the market value of the common shares of Glyko
      and the consideration to be paid to shareholders of Glyko in connection
      with the transaction. The BioMarin board of directors noted that the
      Glyko common shares have traded at both a discount and premium as
      compared to the trading price of the BioMarin common stock. This
      discount/premium ranged from a 32.4% discount to an 8.6% premium, as
      computed on the first trading day of each month from August 2001 to
      January 2002. The BioMarin board determined that, based on the historical
      range of the discount/premium, the consideration to be paid to the Glyko
      shareholders in the transaction was reasonable based on the benefits to
      be received by BioMarin.

  .   The structure of the transaction and the belief that the terms of the
      Acquisition Agreement, including the parties' representations, warranties
      and covenants, and the conditions to their respective obligations, are
      reasonable. BioMarin's board of directors was satisfied that under the
      plan of arrangement, BioMarin would not incur any United States federal
      income taxes as a result of the completion of the transaction. Based on
      discussions with BioMarin's legal counsel and comparisons to other
      similar transactions, the BioMarin board of directors determined that the
      Acquisition Agreement included terms that are customary for transactions
      of this type.

  .   The financial presentation of, and discussions with, UBS Warburg,
      including its written opinion dated February 6, 2002 to the BioMarin
      board of directors as to the fairness, from a financial point of view and
      as of the date of the opinion, to BioMarin of the exchange ratio provided
      for in the Acquisition Agreement, as more fully described below under the
      section entitled "Opinion of BioMarin's Financial Advisor."

  .   The impact of the transaction and its announcement on the trading volume
      and the trading characteristics of BioMarin's common stock. The BioMarin
      board of directors believes that the increased liquidity of BioMarin's
      common stock following the transaction will be advantageous to BioMarin.
      The board believes that the increased number of holders will reduce the
      volatility of the trading price of BioMarin's common stock and cause its
      trading price to be more representative of BioMarin's enterprise value
      and less related to the limited liquidity of its shares.

  .   The fact that BioMarin stockholders will have the opportunity to vote
      upon the proposal to approve the transaction, including the issuance of
      shares of BioMarin common stock in connection with the transaction. The
      BioMarin board of directors considered that the approval of the
      stockholders is an important independent check on the merits of the
      transaction.

  .   The interests that certain directors of BioMarin may have with respect to
      the transaction in addition to their interests as stockholders of
      BioMarin generally, as described in more detail in the section entitled
      "Interests of Certain Persons in the Transaction." The BioMarin board of
      directors considered the interests of these directors. In recognition of
      the potential conflict created by these interests, the disinterested
      directors of BioMarin considered the merits of the transaction
      independently of the interested directors. These disinterested directors,
      who constitute a majority of the BioMarin board of directors, unanimously
      approved the transaction.

                                      55



  .   The reports from BioMarin's management and legal and financial advisors
      as to the results of the due diligence investigation of Glyko which did
      not reveal any information that the BioMarin board believed presented
      significant risks or uncertainties related to the transaction that were
      not contemplated prior to such investigation.

   In addition, the BioMarin board of directors also identified and considered
a variety of potentially negative factors in its deliberations concerning the
transaction, including, but not limited to:

  .   The possibility that the transaction might not be completed, or that
      completion might be unduly delayed, and the effect of public announcement
      of the transaction on BioMarin's stock price. If the transaction is not
      completed, BioMarin will have incurred substantial expenses and utilized
      significant management resources with little or no return. Similarly,
      undue delays in the transaction could significantly increase BioMarin's
      transaction costs. As BioMarin has no revenue from the sales of products,
      all of the transaction costs must be paid with current capital reserves.
      A decision to terminate the transaction following its public announcement
      may have an adverse impact on the trading price of BioMarin's common
      stock.

  .   The substantial charges to be incurred in connection with the
      transaction, including transaction expenses. The estimated fees and
      expenses that BioMarin has incurred and expects to incur to complete the
      transaction total approximately $2.6 million. The BioMarin board of
      directors determined that these fees were reasonable in light of the
      complexity of the transaction and were justified based on the benefits
      expected from completing the transaction.

  .   The terms of the Acquisition Agreement regarding Glyko's right to
      consider and negotiate acquisition proposals in certain circumstances, as
      well as the possible effects of the provisions regarding payment of
      termination fees. The Acquisition Agreement allows Glyko the right to
      consider and negotiate competing proposals under certain conditions. The
      BioMarin board of directors believes that the termination fee payable to
      BioMarin in such a situation justifies the risk associated with this
      right. Similarly, the BioMarin board of directors determined that it was
      fair to pay Glyko a termination fee under certain circumstances in light
      of the significant expenses Glyko was likely to incur in the course of
      the transaction.

  .   The substantial contingent capital gains tax liability to Glyko under
      Canadian and United States federal income tax laws upon a taxable
      disposition of the shares of BioMarin held by Glyko. The BioMarin board
      of directors understands that, by completing the transaction BioMarin is
      assuming a contingent tax liability of approximately $[ ] million
      associated with the possible eventual disposition of the BioMarin common
      stock (which will be exchanged for Series A Preferred Stock of BioMarin)
      held by Glyko. The BioMarin board of directors determined that the risk
      associated with recognizing this contingent liability is within
      BioMarin's control and is therefore manageable.

  .   The various other risks associated with the transaction described in the
      section entitled "Risk Factors" of this Joint Proxy Circular.

   The BioMarin board of directors concluded, however, that these negative
factors could be managed or mitigated by BioMarin and by the consolidated
company or were unlikely to have a material impact on the transaction or the
consolidated company, and that, overall, the potentially negative factors
associated with the transaction were outweighed by the potential benefits of
the transaction. For example, the BioMarin board of directors believes that:

  .   the transaction could be completed on the proposed terms; and

  .   costs relating to the transaction would not exceed the proposed benefits
      of the transaction.

   The above discussion of the factors considered by the BioMarin board of
directors is not intended to be exhaustive, but does set forth all of the
material factors considered by the BioMarin board of directors. The

                                      56



disinterested members of the BioMarin board of directors collectively reached
the unanimous conclusion to approve the Acquisition Agreement and the
transaction, including the issuance of shares of BioMarin common stock in
connection therewith, in light of the various factors described above and other
factors that each member of the BioMarin board of directors felt were
appropriate. In view of the wide variety of factors considered by the BioMarin
board of directors in connection with its evaluation of the transaction and the
complexity of these matters, the BioMarin board of directors did not consider
it practical, and did not attempt, to quantify, rank or otherwise assign
relative weights to the specific factors it considered in reaching its
decision. Rather, the BioMarin board of directors made its recommendation based
on the totality of information presented to and the investigation conducted by
it. In considering the factors discussed above, individual directors may have
given different weights to different factors.

Opinion of BioMarin's Financial Advisor

   On February 6, 2002, UBS Warburg delivered to the BioMarin board of
directors a written opinion dated the same date, to the effect that, as of that
date and based on and subject to various assumptions made, matters considered
and limitations described in the opinion, the exchange ratio of 0.3309 of a
share of BioMarin common stock for each Glyko common share was fair, from a
financial point of view, to BioMarin.

   The full text of UBS Warburg's opinion describes, among other things, the
assumptions made, procedures followed, matters considered and limitations on
the review undertaken by UBS Warburg. This opinion is attached as Annex F and
is incorporated into this Joint Proxy Circular by reference. UBS Warburg's
opinion is directed only to the fairness, from a financial point of view, to
BioMarin of the exchange ratio and does not address any other aspect of the
transaction. The opinion does not address the relative merits of the
transaction as compared to other business strategies or transactions that might
be available with respect to BioMarin or BioMarin's underlying business
decision to effect the transaction, nor does the opinion constitute a
recommendation to any stockholder as to how such stockholder should vote with
respect to any matters relating to the proposed transaction. Holders of
BioMarin common stock are encouraged to read this opinion carefully and in its
entirety. The summary of UBS Warburg's opinion described below is qualified in
its entirety by reference to the full text of its opinion.

   In arriving at its opinion, UBS Warburg, among other things:

  .   reviewed current and historical market prices and trading volumes of
      BioMarin common stock and Glyko common shares;

  .   reviewed publicly available business and historical financial information
      relating to BioMarin and Glyko;

  .   reviewed internal financial information and data relating to BioMarin and
      its business and financial prospects, including estimates and financial
      forecasts prepared by the management of BioMarin, that were provided to
      or discussed with UBS Warburg by BioMarin and not publicly available;

  .   conducted discussions with members of the senior management of BioMarin;

  .   considered the pro forma capitalization of BioMarin and pro forma effects
      of the transaction on the financial statements of BioMarin;

  .   reviewed the Acquisition Agreement and related documents; and

  .   conducted other financial studies, analyses and investigations, and
      considered other information, as UBS Warburg deemed necessary or
      appropriate.

   In connection with its review, with BioMarin's consent, UBS Warburg did not
assume any responsibility for independent verification of any of the
information that UBS Warburg was provided or reviewed for the purpose of its
opinion and, with BioMarin's consent, UBS Warburg relied on that information
being complete and

                                      57



accurate in all material respects. In addition, at BioMarin's direction, UBS
Warburg did not make any independent evaluation or appraisal of any of the
assets or liabilities, contingent or otherwise, of BioMarin or Glyko, and was
not furnished with any evaluation or appraisal. With respect to the financial
forecasts and estimates relating to BioMarin that it reviewed, UBS Warburg
assumed, at BioMarin's direction, that they were reasonably prepared on a basis
reflecting the best currently available estimates and judgments of the
management of BioMarin as to the future financial performance of BioMarin. UBS
Warburg's opinion was necessarily based on economic, monetary, market and other
conditions existing, and information available to UBS Warburg, on the date of
its opinion. Although subsequent developments may affect its opinion, UBS
Warburg does not have any obligation to update, revise or reaffirm its opinion.

   UBS Warburg was not asked to, and it did not, offer any opinion as to the
terms of the Acquisition Agreement or related documents and the obligations
thereunder, or the form of the transaction. UBS Warburg expressed no opinion as
to the value of BioMarin common stock when issued in the transaction or the
prices at which BioMarin common stock will trade or otherwise be transferable
at any time. UBS Warburg also assumed, with BioMarin's consent, that the
transaction would constitute a tax-free reorganization for BioMarin and
BioMarin Nova Scotia for U.S. federal income tax purposes and that no Canadian
income tax would be payable by BioMarin or BioMarin Nova Scotia in connection
with the transaction. In rendering its opinion, UBS Warburg assumed, at
BioMarin's direction, that each of BioMarin, Glyko and BioMarin Nova Scotia
would comply with all material covenants and agreements contained in, and other
material terms of, the Acquisition Agreement and related documents and that the
transaction would be consummated in accordance with its terms without waiver,
modification or amendment of any material term, condition or agreement. Except
as described above, BioMarin imposed no other instructions or limitations on
UBS Warburg with respect to the investigations made or the procedures followed
by UBS Warburg in rendering its opinion.

   In connection with rendering its opinion to BioMarin's board of directors,
UBS Warburg performed a variety of financial and comparative analyses which are
summarized below. The following summary is not a complete description of all of
the analyses performed and factors considered by UBS Warburg in connection with
its opinion. The preparation of a fairness opinion is a complex process
involving subjective judgments and is not necessarily susceptible to partial
analysis or summary description.

   UBS Warburg believes that its analyses and the summary below must be
considered as a whole and that selecting portions of its analyses and factors,
without considering all analyses and factors, could create a misleading or
incomplete view of the processes underlying UBS Warburg's analyses and opinion.
None of the analyses performed by UBS Warburg was assigned greater significance
by UBS Warburg than any other. UBS Warburg arrived at its ultimate opinion
based on the results of all analyses undertaken by it and assessed as a whole
and believes that the totality of the factors considered and analyses performed
by UBS Warburg in connection with its opinion operated collectively to support
UBS Warburg's determination as to the fairness of the exchange ratio from a
financial point of view. UBS Warburg did not draw, in isolation, conclusions
from or with regard to any one factor or method of analysis.

   The estimates of BioMarin's future performance provided by the management of
BioMarin in or underlying UBS Warburg's analyses are not necessarily indicative
of future results or values, which may be significantly more or less favorable
than those estimates. In performing its analyses, UBS Warburg considered
industry performance, general business and economic conditions and other
matters, many of which are beyond the control of BioMarin. Estimates of the
financial value of companies do not necessarily purport to be appraisals or
reflect the prices at which companies actually may be sold.

   The exchange ratio was determined through negotiation between BioMarin and
Glyko and the decision to enter into the transaction was solely that of
BioMarin's board of directors. UBS Warburg's opinion and financial analyses
were only one of many factors considered by BioMarin's board of directors in
its evaluation of the transaction and should not be viewed as determinative of
the views of BioMarin's board of directors or management with respect to the
transaction or the exchange ratio.

                                      58



   The following is a brief summary of the material financial analyses
performed by UBS Warburg and reviewed with BioMarin's board of directors in
connection with its opinion:

  Pro Forma Equity Impact Analysis

   UBS Warburg analyzed the potential pro forma effect of the transaction on
the percentage equity ownership in BioMarin of the holders of BioMarin common
stock other than Glyko relative to the holders of Glyko common shares who hold
shares of BioMarin common stock indirectly through Glyko. The number of
outstanding shares of BioMarin common stock used in this analysis of
approximately 53.07 million was adjusted, based on internal estimates of
BioMarin's management, for BioMarin's acquisition of Synapse Technologies Inc.
The percentage equity ownership in BioMarin of the holders of Glyko common
shares before giving effect to the transaction was implied by the total number
of shares of BioMarin common stock held by Glyko of approximately 11.37
million. This analysis indicated that, based on the exchange ratio, the equity
ownership percentages in BioMarin of the holders of BioMarin common stock other
than Glyko and the holders of Glyko common shares of approximately 78.6% and
21.4%, respectively, would remain the same both before and immediately upon
completion of the transaction except that, after giving effect to the
transaction, the holders of Glyko common shares will hold shares of BioMarin
common stock directly rather than indirectly through Glyko.

   UBS Warburg also evaluated the potential pro forma effect of the transaction
on the implied value of Glyko common shares by comparing the market value of
Glyko common shares of approximately $118.8 million in the aggregate relative
to the market value of BioMarin common stock held by Glyko of approximately
$137.7 million in the aggregate based on the closing prices of Glyko common
shares and BioMarin common stock of Cdn$5.50 and $12.11, respectively, per
share as reported through FactSet, a major online source for financial and
economic information, on February 1, 2002. This comparison indicated an
aggregate market discount of approximately $18.9 million for Glyko common
shares as of that date which, based on the exchange ratio, would be eliminated
upon completion of the transaction. Actual values of Glyko common shares may
vary and such variations may be material.

  Pro Forma Financial Statement Impact Analysis

   UBS Warburg analyzed the potential pro forma effect of the transaction on
BioMarin's estimated earnings (loss) per share, commonly referred to as EPS,
for fiscal year 2002, based on internal estimates of the management of
BioMarin, excluding extraordinary and transaction related costs. The number of
outstanding shares of BioMarin common stock used in this analysis was adjusted,
based on internal estimates of BioMarin's management, for BioMarin's
acquisition of Synapse Technologies Inc. Based on the exchange ratio, this
analysis indicated that the transaction would be neutral to BioMarin's
estimated EPS for fiscal year 2002. UBS Warburg also noted that, based on the
exchange ratio, the total number of outstanding shares of BioMarin common stock
would remain the same before and immediately upon completion of the
transaction. The actual results achieved by BioMarin post-transaction may vary
from projected results and the variations may be material.

  Other Factors

   In rendering its opinion, UBS Warburg also reviewed and considered other
factors, including:

  .   historical trading volumes and market prices for BioMarin common stock
      and Glyko common shares for the period January 1, 2001 to February 1,
      2002, which trading volumes ranged from approximately 4,600 to 4,740,500
      shares per trading day for BioMarin common stock and from none to
      1,255,678 shares per trading day for Glyko common shares and which market
      prices ranged from approximately U.S.$7.31 to U.S.$14.16 per share for
      BioMarin common stock and approximately U.S.$2.38 to U.S.$4.56 per share
      for Glyko common shares, and the relationship between movements in
      BioMarin common stock and Glyko common shares for the same period,
      including the discounts (premia) over that period implied for Glyko
      common shares based on the market prices of Glyko common shares relative
      to the implied per share value of Glyko common shares based on the market
      value of the total number of shares of BioMarin held by Glyko and the
      book value of Glyko's other net assets; and

                                      59



  .   the public float, defined as total outstanding shares of common stock
      excluding shares owned by directors, officers and 5% holders, as a
      percentage of the total outstanding shares of BioMarin common stock, both
      before and after giving effect to the transaction of approximately 66.4%
      and 85.6%, respectively, and as compared to the public float as a
      percentage of the total outstanding shares of the common stock of
      selected publicly traded companies in the bio-technology industry.

  Miscellaneous

   BioMarin has agreed to pay UBS Warburg for its financial advisory services
in connection with the transaction an aggregate fee of approximately $1.0
million, of which approximately $450,000 is contingent upon completion of the
transaction. In addition, BioMarin has agreed to reimburse UBS Warburg for its
reasonable expenses, including reasonable fees and disbursements of its
counsel, and to indemnify UBS Warburg and related parties against liabilities,
including liabilities under federal securities laws, relating to, or arising
out of, its engagement.

   BioMarin selected UBS Warburg as its exclusive financial advisor in
connection with the transaction because UBS Warburg is an internationally
recognized investment banking firm with substantial experience in similar
transactions. UBS Warburg is continually engaged in the valuation of businesses
and their securities in connection with mergers and acquisitions, leveraged
buyouts, negotiated underwritings, competitive bids, secondary distributions of
listed and unlisted securities and private placements.

   UBS Warburg and its affiliates in the past have provided, and currently are
providing, services to BioMarin unrelated to the proposed transaction, for
which services UBS Warburg and its affiliates have received and will receive
customary compensation. In the ordinary course of business, UBS Warburg, its
successors and affiliates may actively trade the securities of BioMarin and
Glyko for their own accounts and the accounts of their customers and,
accordingly, may at any time hold a long or short position in those securities.

Recommendation of Glyko's Board of Directors

   The Glyko board of directors believes that the terms of the arrangement are
fair to Glyko shareholders and in the best interests of Glyko. Accordingly, the
Glyko board of directors unanimously approved the Acquisition Agreement and
resolved to recommend that Glyko's shareholders vote FOR the Glyko arrangement
resolution and FOR the Glyko continuance resolution.

   Each of the directors of Glyko has advised Glyko that he will vote the Glyko
common shares held by him, directly or indirectly, in favor of the Glyko
arrangement resolution approving the arrangement and the Glyko continuance
resolution approving the continuance.

   In approving the Acquisition Agreement, the Glyko board of directors
considered a number of factors, including:

  .   The reasons for the transaction described in the section entitled "Joint
      Reasons for the Transaction" of this Joint Proxy Circular.

  .   The structure of the transaction. The Glyko board of directors was
      satisfied that, under the plan of arrangement, Glyko would incur no
      liability for Canadian federal income tax as a result of the completion
      of the transaction and Glyko shareholders who are not residents of Canada
      and whose shares do not constitute taxable Canadian property would not be
      subject to Canadian federal income tax as a result of the disposition of
      Glyko common shares pursuant to the arrangement.

  .   Historical information concerning Glyko's and BioMarin's respective
      businesses, prospects, financial performance and condition, operations,
      technology, management and competitive position, including public reports
      concerning results of operations during the most recent fiscal year for
      each company filed with the U.S. Securities and Exchange Commission.

                                      60



  .   Management's view of the financial condition, results of operations and
      businesses of Glyko and BioMarin before and after giving effect to the
      transaction.

  .   The lack of viable alternatives available to Glyko given Glyko's limited
      resources and lack of operational assets. Following a review of market
      opportunities, the Glyko board of directors concluded that Glyko's
      principal current alternative to proceeding with the plan of arrangement
      transaction was to become an operating company by acquiring operating
      assets, which the board did not believe was feasible at this time given
      Glyko's resources, nor would there be any guarantee of success if such
      alternative was chosen.

  .   Current financial market conditions and historical market prices,
      volatility and trading information with respect to Glyko common shares
      and BioMarin common stock.

  .   The amount of tax that would be payable by Glyko in the event it were to
      dispose of its holding of BioMarin common stock. The Glyko board of
      directors understands that, if Glyko disposed of its common stock of
      BioMarin, any gain realized by Glyko on such disposition for Canadian
      federal and provincial income tax purposes would be subject to Canadian
      federal and provincial income tax.

  .   The potentially adverse tax implications for Glyko and its shareholders
      in the event Glyko were to distribute its holding of BioMarin common
      stock directly to its shareholders. The Glyko board of directors was
      advised that a distribution of BioMarin common stock by Glyko to its
      shareholders would result in a disposition of such common stock by Glyko
      (and the imposition of Canadian federal and provincial income tax on
      Glyko on any gain considered to be realized on the disposition), as well
      as shareholder level taxes on a distribution of BioMarin common stock to
      Glyko shareholders.

  .   The costs inherent in maintaining Glyko's status as a reporting issuer in
      Canada and as a registrant under the United States Securities Exchange
      Act of 1934. Glyko incurred general and administrative expenses of
      approximately $460,000 in 2001. As Glyko has no operations, a significant
      portion of these expenses were associated with maintaining its status as
      a reporting issuer in Canada and a registrant under the United States
      Securities Exchange of 1934.

  .   The discount to the underlying value of Glyko's assets, including its
      shares of BioMarin common stock, at which the Glyko common shares have
      historically traded on the Toronto Stock Exchange. TD Securities reported
      to the Glyko board of directors that during 2001 the Glyko common shares
      traded at an implied discount of up to 20% of the value of the BioMarin
      common stock owned by Glyko.

  .   The fact that Glyko shareholders will receive shares of BioMarin common
      stock under the transaction that are more liquid than their Glyko common
      shares. The Glyko board of directors noted that an average of
      approximately 495,000 shares of BioMarin common stock traded daily on the
      Nasdaq during the fourth quarter of 2001, compared to an average of
      approximately 67,000 Glyko shares trading daily on the Toronto Stock
      Exchange during the same period.

  .   The belief that the terms of the Acquisition Agreement, including the
      parties' representations, warranties and covenants, and the conditions to
      their respective obligations, are reasonable.

  .   Certain terms and conditions of the Acquisition Agreement, including the
      fact that a termination fee is payable to Glyko by BioMarin under certain
      circumstances, and that, subject to certain conditions, the Acquisition
      Agreement does not prevent Glyko from accepting a Superior Offer.

  .   The fairness opinion of Glyko's financial advisor, TD Securities.

  .   The fact that Glyko shareholders will have the opportunity to vote upon
      and approve the transaction.

  .   The fact that the approval of the Superior Court of Justice (Ontario) to
      the arrangement is a condition to the closing of the transaction. The
      Glyko board of directors noted that the Superior Court of Justice will
      satisfy itself as to the fairness of the transaction prior to approving
      the transaction.

                                      61



  .   Reports from management and financial advisors as to the results of the
      due diligence investigation of BioMarin.

  .   Other factors that the Glyko board of directors deemed relevant in order
      to make its decision.

   In considering the transaction, the Glyko board of directors recognized that
there were certain risks associated with the transaction, including the risks
that the potential benefits set forth above may not be realized and that there
may be higher than anticipated costs associated with realizing such benefits.
The Glyko board of directors also considered the factors set forth in this
Joint Proxy Circular under the heading "Risk Factors."

   In addition, the Glyko board of directors also identified and considered a
variety of potentially negative factors in its deliberations concerning the
transaction, including, but not limited to:

  .   The possibility that the transaction might not be completed, or that
      completion might be unduly delayed, and the effect of public announcement
      of the transaction on Glyko's and BioMarin's stock price.

  .   If the transaction is not completed, Glyko will have incurred substantial
      expenses and utilized significant management resources. Similarly, undue
      delays in the transaction could significantly increase Glyko's
      transaction costs. As Glyko has no operating business, the potential to
      recoup these costs is limited. A decision to terminate the transaction
      following its public announcement might have an adverse impact on the
      trading price of Glyko's common shares.

  .   The provisions of the Acquisition Agreement regarding payment of
      termination fees.

  .   Various other risks associated with the transaction described in the
      section entitled "Risk Factors" of this Joint Proxy Circular.

   The Glyko board of directors concluded, however, that these negative factors
could be managed or mitigated by Glyko or were unlikely to have a material
impact on the transaction on Glyko, and that, overall, the potentially negative
factors associated with the transaction were outweighed by the potential
benefits of the transaction. For example, the Glyko board of directors believes
that:

  .   the transaction could be completed on the proposed terms; and

  .   costs relating to the transaction would not exceed the proposed benefits
      of the transaction.

   The foregoing discussion of the information and factors considered by
Glyko's board of directors, while not exhaustive, includes the material factors
considered by the Glyko board of directors. In view of the variety of factors
considered in connection with its evaluation of the transaction, Glyko's board
of directors did not find it practicable to, and did not, quantify or otherwise
assign relative or specific weight or values to any of these factors, although
individual directors may have given different weights to different factors.

Opinion of Glyko's Financial Advisor

   Glyko retained TD Securities to act as its financial advisor in connection
with a proposed transaction whereby all of the outstanding common shares of
Glyko would be acquired by BioMarin. TD Securities is a nationally recognized
investment banking firm in Canada with operations in a broad range of
activities including corporate and government finance, mergers and
acquisitions, equity and fixed income sales and trading, investment management
and investment research. TD Securities has participated in a significant number
of transactions involving public and private companies and has extensive
experience in preparing fairness opinions. Glyko selected TD Securities to act
as its financial advisor on the basis of TD Securities' experience and
expertise in transactions similar to the arrangement and its reputation in the
community.

   At the Glyko board of directors meeting held on February 5, 2001, TD
Securities delivered its oral opinion to the board of directors. On February 6,
2002, TD Securities confirmed its opinion in writing by delivery of its

                                      62



written opinion to Glyko's board of directors, based upon and subject to the
various assumptions and limitations set forth therein, that the consideration
offered to Glyko shareholders under the arrangement was fair, from a financial
point of view, as of that date. The exchange ratio was determined by
negotiations between Glyko and BioMarin and was not based on recommendations
from TD Securities.

   The full text of TD Securities' written opinion to Glyko's board of
directors is attached to this Joint Proxy Circular as Annex G which is
incorporated into this Joint Proxy Circular in its entirety. You should read
this opinion carefully and in its entirety in connection with this Joint Proxy
Circular. However, the following summary of TD Securities' opinion has also
been included, which is qualified in its entirety by reference to the full text
of the opinion.

   TD Securities' opinion does not constitute a recommendation to shareholders
of Glyko on how to vote with respect to the Glyko arrangement resolution or the
Glyko continuance resolution. The opinion addresses only the fairness of the
consideration offered to Glyko shareholders pursuant to the transaction, from a
financial point of view, as of the date of the opinion. The opinion does not
address the relative merits of the arrangement or the continuance or any
alternatives to the arrangement or the continuance, the underlying decision of
Glyko's board of directors to proceed with or effect the arrangement or any
other aspect of the arrangement.

   For the purposes of its opinion, TD Securities reviewed and relied upon, or
carried out, among other things, the following:

  .   the Acquisition Agreement;

  .   the form of shareholder support agreement;

  .   audited financial statements of Glyko and BioMarin for each of the years
      ended and as at December 31, 1999 and 2000;

  .   unaudited interim financial statements of Glyko and BioMarin for the
      three-month periods ended and as at March 31, 2001, June 30, 2001 and
      September 30, 2001;

  .   annual reports and Forms 10-K of Glyko for each of the years ended
      December 31, 1999 and 2000;

  .   annual reports and Forms 10-K of BioMarin for each of the years ended
      December 31, 1999 and 2000;

  .   notices of annual meetings of shareholders and management proxy circulars
      of Glyko for each of the years ended December 31, 1999 and 2000;

  .   press releases and other regulatory filings of Glyko and BioMarin during
      the two year period ending February 5, 2002;

  .   corporate documents of Glyko, including material contracts and licenses,
      minutes of the board and other corporate documents;

  .   discussions with senior management of Glyko with respect to the
      information referred to above and other issues deemed relevant;

  .   discussions with Blake, Cassels & Graydon LLP, Canadian legal advisors to
      Glyko;

  .   discussions with Arthur Andersen LLP, auditors of Glyko;

  .   a due diligence session and other discussions with senior management of
      BioMarin;

  .   relevant public information, relating to the business, operations,
      financial performance and share trading history of Glyko, BioMarin and
      other selected public information considered to be relevant;

  .   various research publications prepared by equity research analysts
      regarding BioMarin;

                                      63



  .   representations contained on the certificate dated as of February 6, 2002
      from senior officers of Glyko; and

  .   such other corporate, industry and financial market information,
      investigations and analyses as TD Securities considered necessary or
      appropriate in the circumstances.

   With Glyko's acknowledgement, TD Securities assumed and relied upon, without
independent verification, the accuracy, completeness and fair representation of
the financial and other information reviewed by TD Securities for the purposes
of its opinion. The fairness opinion is conditional upon such accuracy,
completeness and fair representation.

   Senior officers of Glyko represented to TD Securities in a certificate
delivered as of February 6, 2002, among other things, that (i) Glyko has no
information or knowledge of any facts public or otherwise not specifically
provided to TD Securities relating to Glyko or BioMarin and its subsidiaries,
which would reasonably be expected to affect materially the fairness opinion or
the decision of Glyko to proceed with the arrangement; (ii) the information and
data provided to TD Securities by or on behalf of Glyko in respect of Glyko in
connection with the fairness opinion is or, in the case of historical
information and data, was, at the date of preparation, true and complete in all
material respects and no additional material, data or information would be
required to make the information and data provided to TD Securities not
misleading in the light of circumstances in which it was provided; (iii) to the
extent that any of the information and data identified in subparagraph
(ii) above is historical and Glyko has been requested by TD Securities to
update such information, there have been no changes in any material facts or
new material facts since the respective dates thereof which have not been
disclosed to TD Securities or updated by more current information and data not
provided to TD Securities by Glyko; (iv) there have been no valuations or
appraisals of Glyko or any material property of Glyko made in the preceding 12
months and in the possession or control of Glyko other than those which have
been provided to TD Securities or, in the case of valuations known to Glyko
which it does not have within its possession or control, notice of which has
not been given to TD Securities; (v) there have been no offers for or
transactions involving any material property of Glyko during the preceding 12
months which have not been disclosed to TD Securities; and (vi) other than in
connection with the arrangement, Glyko has no information or knowledge of any
material non-public information concerning the securities, assets, liabilities,
operations, affairs, prospects or condition (financial or otherwise) of Glyko
or BioMarin and its subsidiaries that has not been generally disclosed.

   In preparing its opinion, TD Securities made general assumptions including:

  .   all conditions precedent to the completion of the arrangement could be
      satisfied in due course;

  .   all consents, permissions, exemptions or orders of relevant regulatory
      authorities would be obtained, without adverse condition or qualification;

  .   the procedures being followed to implement the arrangement are valid and
      effective;

  .   the Joint Proxy Circular will be distributed to the shareholders of Glyko
      in accordance with applicable laws;

  .   the disclosure in the Joint Proxy Circular will be accurate in all
      material respects and will comply in all material respects with the
      requirements of all applicable laws.

   For purposes of its opinion, TD Securities was not engaged to provide (and
has not provided) a formal valuation or appraisal of any of the assets or
liabilities of Glyko or BioMarin. In addition, TD Securities was not requested
to and did not review any legal, accounting or tax aspects of the arrangement.
Except as described herein, Glyko imposed no other instructions or limitations
on TD Securities with respect to the investigations made or the procedures
followed by TD Securities in rendering its opinion.

                                      64



   The following is a summary of the material financial analyses performed by
TD Securities and reviewed with Glyko's board of directors in connection with
TD Securities' fairness opinion:

   In determining the value of the Glyko common shares in the context of the
transaction, TD Securities applied a net asset value ("NAV") approach that
aggregates the value of Glyko's assets net of all liabilities. Since Glyko's
primary asset is the BioMarin common stock held by Glyko, the value of the
Glyko common shares in the context of the transaction required an analysis of
the value of the BioMarin common stock.

   TD Securities believes that the market trading value approach is an
appropriate indication of the value of the BioMarin common stock in the context
of the transaction primarily because shares of BioMarin common stock are widely
held and relatively liquid, and TD Securities was not aware, after due inquiry,
of any non-public information that, if disclosed, would be expected to have a
material affect on the market trading price of the BioMarin common stock.

   TD Securities reviewed various alternatives for distributing the value of
the BioMarin common stock held by Glyko to Glyko shareholders. Based on
discussions with Glyko's Canadian tax advisors and other considerations, TD
Securities concluded that if Glyko were to distribute the value of the
underlying BioMarin common stock to Glyko shareholders, this would result in
significant tax liability for both Glyko and its shareholders.

   Under the market trading value approach, the value of the BioMarin common
stock held by Glyko was the value that could be realized in the context of the
current market. The value range of the BioMarin common stock was $12.00 to
$12.74 per share based on the volume weighted average trading prices of
BioMarin common stock on Nasdaq for the 10 day and 20 day periods ended
February 1, 2002. This represents a value of $3.97 to $4.22 per Glyko common
share. On an after-tax basis, assuming Glyko would incur corporate capital
gains tax on any disposition of its BioMarin common stock, the value range was
$3.34 to $3.54 per Glyko common share.

   The other assets (net of liabilities) of Glyko, primarily consisting of
cash, were valued at $0.06 to $0.07 per Glyko common share. Combined with the
above value of the BioMarin common stock held by Glyko, the pre-tax value of
Glyko common shares was $4.03 to $4.28 or Cdn.$6.32 to Cdn.$6.72 per Glyko
common share (after-tax $3.40 to $3.60 or Cdn.$5.33 to Cdn.$5.65).

   The value of the consideration to be received by Glyko shareholders was
derived using the value range for the BioMarin common stock of $12.00 to $12.74
determined through the market trading value approach and applying the exchange
ratio pursuant to the arrangement. This results in a value of the consideration
to be received by Glyko shareholders of $3.97 to $4.22 or Cdn.$6.23 to
Cdn.$6.61 per Glyko common share, as compared to the pre-tax value of Glyko
common shares of $4.03 to $4.28 or Cdn.$6.32 to Cdn.$6.72 per share (after-tax
$3.40 to $3.60 or Cdn.$5.33 to Cdn.$5.65) indicated above.

   TD Securities' opinion was based on economic, market and other conditions as
they existed on the date of its opinion and on information made available to it
as of the date of its opinion. According to the terms of its engagement by
Glyko, although TD Securities reserves the right to change or withdraw its
opinion in the event of a change in circumstances, TD Securities has no
obligation to update, revise or re-affirm its opinion to take into account
events occurring after the date that its opinion was delivered to Glyko's board
of directors. As a result, circumstances could develop after the date of its
opinion and prior to consummation of the arrangement and the continuance that,
if known at the time TD Securities rendered its opinion, may have altered such
opinion.

   The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. TD
Securities believes that its analyses and the summary above must be considered
as a whole. TD Securities further believes that selecting portions of its
analyses and the factors considered, without considering all analyses and
factors, could create an incomplete view of the process underlying the analyses
set forth in its opinion. TD Securities is not opining as to the market value
or the prices at which any of the securities of Glyko or BioMarin may trade at
any time.

                                      65



   Based upon and subject to the foregoing, TD Securities is of the opinion
that, as of February 6, 2002, the consideration offered to Glyko shareholders
under the arrangement is fair, from a financial point of view.

   As described above, TD Securities' opinion and presentation to Glyko's board
of directors were among the many factors taken into consideration by Glyko's
board of directors in making its determination to approve the Acquisition
Agreement, and to recommend that Glyko's shareholders approve the arrangement
and the continuance.

   Glyko agreed to pay TD Securities as compensation for its services under
this engagement a fee of Cdn. $425,000 upon completion of the arrangement.
Glyko also agreed to pay TD Securities a work fee of Cdn. $40,000 per month,
which fees will be credited against the arrangement completion fee of Cdn.
$425,000. Glyko's board of directors was aware of this fee and took it into
account in considering TD Securities' fairness opinion and in approving the
arrangement. The engagement letter calls for Glyko to reimburse TD Securities
for its reasonable out-of-pocket expenses, and Glyko has agreed to indemnify TD
Securities from and against certain costs and liabilities arising directly or
indirectly out of the performance of professional services rendered to Glyko by
TD Securities and its personnel under its engagement.

   Neither TD Securities, nor any of its affiliates is an insider, associate or
affiliate (as those terms are defined in the Securities Act (Ontario)) of
Glyko, BioMarin or any of their respective associates or affiliates. In the
ordinary course of their businesses, TD Securities and its affiliates may
actively trade the securities of Glyko and BioMarin for their own account or
for the accounts of customers.

Interests of Certain Persons in the Transaction

   In considering how to vote your securities with respect to the transaction,
you should be aware that certain members of the BioMarin board of directors and
certain members of management and the board of directors of Glyko have certain
interests in the transaction that may present them with actual or potential
conflicts of interest in connection with the transaction. The BioMarin board of
directors and the Glyko board of directors were aware of these interests and
considered them along with the other matters summarized above. Those interests
include:

  .   the receipt by Messrs. Glaus and Specker, directors of Glyko, Mr.
      Williams, a director of BioMarin and a significant shareholder of Glyko,
      Mr. Sager, a director of BioMarin and an executive officer and
      shareholder of Glyko, and Messrs. Starr and Kakkis, executive officers of
      BioMarin, of approximately 988,000 shares, in the aggregate, of BioMarin
      common stock in exchange for Glyko common shares held by such persons in
      the transaction. These directors and officers will receive the same per
      share consideration as other Glyko shareholders in the transaction;

  .   the receipt by Messrs. Allan, Glaus, Gruber, Kolada, Specker and
      Trossman, who are each a director of Glyko, and Mr. Sager, who is an
      officer of Glyko and a director of BioMarin (collectively being the only
      holders of options for Glyko common shares), of options to purchase up to
      approximately 26,934 shares, in the aggregate, of BioMarin common stock
      in exchange for options to purchase Glyko common shares held by such
      persons; and

  .   the Acquisition Agreement provides that all rights to indemnification for
      officers and directors of Glyko as provided in the articles of
      incorporation of Glyko, the bylaws of Glyko or the articles and bylaws of
      any successor of Glyko, in effect on the effective date of the
      arrangement, will survive the arrangement for a period not less than six
      years from the effective date of the arrangement, and BioMarin will
      assume, effective upon consummation of the arrangement, all such
      liability in respect of these matters arising prior to the effective date
      of the arrangement. The Acquisition Agreement also provides that, for not
      less than six years from the effective date of the arrangement, BioMarin
      will maintain in effect coverage equivalent to that in effect under
      current policies of the directors' and officers' liability insurance
      maintained by Glyko on terms comparable to those applicable to the
      current directors and officers of Glyko, provided that in no event will
      BioMarin or a successor of Glyko be required to expend in any one year an
      amount in excess of 150% of the annual premiums currently paid by Glyko
      for such insurance.

                                      66



   In addition, Mr. Erich Sager, the President and Chief Executive Officer of
Glyko, and Mr. Gwynn R. Williams, who exercises control over approximately 8.3%
of the Glyko common shares, both serve as members of the board of directors of
BioMarin. Messrs. Sager and Williams fully disclosed these relationships and
interests to the board of directors of BioMarin prior to the BioMarin board's
consideration of the transaction. Due to these relationships and interests,
Messrs. Sager and Williams abstained from votes taken by BioMarin's board to
approve the transaction. The disinterested members of BioMarin's board, which
constitute a majority of its members, unanimously approved the transaction,
including, without limitation, the issuance of shares of BioMarin common stock
in connection therewith.

Share Ownership of Directors and Executive Officers and Certain Related Persons
of BioMarin

   As of the close of business on           , 2002, the directors and executive
officers of BioMarin (and their respective affiliates, not including Glyko)
collectively beneficially owned approximately [5.4%] of the shares of BioMarin
common stock entitled to vote at the BioMarin annual meeting. These directors
include Messrs. Erich Sager and Gwynn Williams who own or control approximately
8.3% of the Glyko common shares. Furthermore, Glyko owns approximately [21.3%]
of the outstanding shares of BioMarin common stock based on the number of
issued and outstanding shares of BioMarin common stock as of           , 2002.
Accordingly, the directors and executive officers of BioMarin (and their
respective affiliates) together with Glyko collectively beneficially own
approximately [26.7%] of the shares of BioMarin common stock entitled to vote
at the BioMarin annual meeting, which represents a substantial percentage of
the vote required to approve the transaction because the affirmative vote by
holders of a majority of the outstanding BioMarin common stock, present or
represented at the annual meeting of BioMarin's stockholders, is required to
approve the transaction including, without limitation, the issuance of shares
of BioMarin common stock in connection with the transaction.

Share Ownership of Directors and Executive Officers of Glyko

   As of the close of business on           , 2002, directors and executive
officers of Glyko (and their respective associates) collectively owned or
exercised direction or control over approximately 9% of the Glyko common shares
entitled to vote at the Glyko special meeting, exclusive of options to purchase
Glyko common shares also held by these directors and executive officers. These
directors and executive officers includes Erich Sager who owns or controls, in
aggregate, approximately [21.6%] of the issued and outstanding shares of
BioMarin common stock as of           , 2002. Other than Messrs. Erich Sager,
Gwynn Williams, Christopher Starr and Emil Kakkis, BioMarin and its affiliates
do not currently own any Glyko common shares. The vote required for approval of
the Glyko arrangement resolution and the Glyko continuance resolution at the
Glyko special meeting is not less than two-thirds of the votes cast at the
special meeting by holders of Glyko common shares. Shareholders representing
approximately 27.3% of the Glyko common shares (including all of the directors
of Glyko who are shareholders) have agreed with BioMarin, subject to certain
conditions, to vote their shares in favor of the Glyko arrangement resolution
and the Glyko continuance resolution. As a result, depending on the number of
shares represented at the meeting, these shareholders of Glyko may be able to
influence all matters requiring a shareholder vote in connection with the
transaction.

Court Approval of the Arrangement and Completion of the Transaction

   Under the Canada Business Corporations Act, the arrangement requires court
approval. Prior to the mailing of this Joint Proxy Circular, Glyko obtained an
interim order from the Superior Court of Justice (Ontario) providing for the
calling and holding of the Glyko special meeting and other procedural matters.
A copy of each of the notice of application for an interim and final order and
the interim order is attached hereto as Annex E.

   Subject to the approval of the Glyko arrangement resolution and the Glyko
continuance resolution by the Glyko shareholders at the Glyko special meeting
and the approval of the arrangement, including the issuance of shares of
BioMarin common stock, by the BioMarin stockholders at the BioMarin annual
meeting, the hearing in

                                      67



respect of a final order is expected to take place on or about   .  , 2002 at
10:00 a.m. (Toronto time) at the Toronto courthouse at 393 University Avenue,
Toronto, Ontario.

   Any Glyko securityholder who wishes to appear or be represented and to
present evidence or arguments must serve and file a notice of appearance as set
out in the notice of application for the final order and satisfy any other
requirements of the court. The court will consider, among other things, the
fairness and reasonableness of the arrangement. The court may approve the
arrangement in any manner the court may direct, subject to compliance with such
terms and conditions, if any, as the court deems fit.

   Assuming the final order is granted and the other conditions to closing
contained in the Acquisition Agreement are satisfied or waived, it is
anticipated that the following will occur substantially simultaneously:

  .   articles of arrangement for Glyko will be filed with the Director under
      the Canada Business Corporations Act to give effect to the arrangement;

  .   articles of continuance of Glyko will be filed with the Registrar under
      the Company Act (British Columbia) to give effect to the continuance; and

  .   the various other documents necessary to consummate the transactions
      contemplated under the Acquisition Agreement will be executed and
      delivered.

   Subject to the foregoing, it is expected that the effective time of the
arrangement will occur as soon as practicable after the requisite BioMarin
stockholder approval, Glyko shareholder approval and the final order have been
obtained.

Continuance

   Upon completion of the arrangement, Glyko will become an indirect,
wholly-owned subsidiary of BioMarin. After the arrangement, BioMarin intends to
exchange the 11,367,617 shares of BioMarin common stock owned by Glyko for
Series A Preferred Stock of BioMarin, cancel such 11,367,617 shares of common
stock and have Glyko remain as a non-operating, indirect subsidiary of
BioMarin. The Series A Preferred Stock to be received by Glyko shall be
redeemable, retractable, non-voting, non-convertible, and entitled to receive
non-cumulative dividends as and when declared by the BioMarin board of
directors at a rate of 5% per annum. The purpose for issuing shares of Series A
Preferred Stock of BioMarin to Glyko is to "freeze" the value of the shares of
BioMarin common stock held by Glyko, which would freeze the amount of the
contingent tax liability arising from the difference between the value of the
shares of BioMarin common stock owned by Glyko immediately before the exchange
and the adjusted cost base of the shares of BioMarin common stock held by Glyko
immediately before the exchange. Accordingly, future appreciation in the market
value of BioMarin common stock would have no impact on the amount of the
contingent tax liability. Although this contingent tax liability remains with
Glyko after its acquisition by BioMarin, the realization of the liability
should be able to be deferred indefinitely, and would only arise as a result of
a deliberate action being taken by Glyko or indirectly BioMarin that
constituted an actual or deemed disposition of the shares of Series A Preferred
Stock of BioMarin to be issued to Glyko. See "Contingent Capital Gains Tax
Liability to BioMarin."

   The Canada Business Corporations Act, which governs Glyko, provides that,
subject to certain exceptions, a corporation governed by the Canada Business
Corporations Act shall not hold shares in its parent. Upon completion of the
acquisition, Glyko will become an indirect wholly-owned subsidiary of BioMarin
and, therefore, BioMarin will become Glyko's parent. As described under
"--Contingent Capital Gains Tax Liability to BioMarin," Glyko would suffer
adverse tax consequences if it was compelled to dispose of its holding of
BioMarin stock. The Company Act (British Columbia) does not contain a
prohibition similar to that contained in the Canada Business Corporations Act.
As a result, at the Glyko special meeting the shareholders of Glyko will be
asked to pass the continuance resolution authorizing the continuance of Glyko
under the Company Act (British Columbia) to ensure that Glyko may continue to
hold securities in BioMarin.

                                      68



Accounting Treatment

   BioMarin will record the transaction based upon the fair value of the common
stock issued by BioMarin as of the date of closing. Following the transaction,
BioMarin expects to exchange its shares of common stock currently owned by
Glyko for shares of BioMarin preferred stock and to cancel such shares of
common stock. Glyko's only significant asset is its investment in BioMarin.
Because Glyko's investment in BioMarin will be held within a consolidated group
and will not appear in the consolidated financial statements, no incremental
consolidated assets or stockholders' equity will arise as a result of the
transaction. The costs incurred by BioMarin and Glyko in effecting the
transaction will be expensed as incurred.

Contingent Capital Gains Tax Liability to BioMarin

  Canada

   Without giving effect to the transactions described herein, upon a taxable
disposition by Glyko of the shares of BioMarin held by it, Glyko would realize
a capital gain which would be subject to tax under Canadian federal and
provincial income tax laws. Glyko's gain for Canadian federal and provincial
income tax purposes would be equal to the difference between the fair market
value of the BioMarin shares held by Glyko as of the date of disposition and
the aggregate of Glyko's adjusted cost base of such shares and any reasonable
costs of disposition. If Glyko disposed of these shares as of May   , 2002,
based upon the per share closing price of BioMarin's common stock as of such
date (as reported on the Nasdaq), the gain would be approximately $   million,
as calculated by BioMarin. Under current Canadian federal and provincial income
tax laws, Glyko would be obligated to pay Canadian federal and provincial
income tax at a combined rate of approximately 19% of the capital gain (subject
to the deduction of any available losses in accordance with Canadian income tax
laws).

   Upon completion of the transactions described herein, BioMarin will hold
indirectly all of the shares of BioMarin held by Glyko. Upon a taxable
disposition of such shares as described below, Glyko would realize a gain which
would be subject to capital gains tax under Canadian federal and provincial
income tax laws. Glyko's gain for Canadian tax purposes would be equal to the
difference between the fair market value of the BioMarin shares held by Glyko
as of the date of disposition and the aggregate of Glyko's adjusted cost base
of such shares and any reasonable costs of disposition.

   In the future, if BioMarin remains a "foreign affiliate" of Glyko, and
BioMarin generates sufficient after-tax net earnings, the contingent capital
gains tax liability under Canadian federal and provincial income tax laws may
be limited or eliminated in certain circumstances based on an election provided
in the Income Tax Act (Canada). Under this election, a gain realized by Glyko
from the disposition of BioMarin shares may be recharacterized as a dividend
out of "exempt surplus" which would generally be tax free to Glyko, subject to
the detailed rules in the Income Tax Act (Canada) in this regard. In addition,
the events which would trigger the recognition of gain by Glyko are completely
within the discretion and control of Glyko and indirectly BioMarin, and neither
BioMarin nor Glyko has any intention of implementing or effecting any of these
events.

  United States

   BioMarin may be subject to United States federal income tax upon the
liquidation or deemed liquidation of the shares of BioMarin held by Glyko.
However the timing and amount of the gain subject to tax would vary based on
the specific facts surrounding the liquidation or deemed liquidation event.

   The events which would trigger the recognition of gain by BioMarin are
completely within the discretion and control of BioMarin, and BioMarin has no
intention of implementing or effecting any of these events. The events which
would trigger recognition of the United States tax include: (i) Glyko disposes
or is deemed to dispose of the shares of BioMarin held by it; (ii) BioMarin
Nova Scotia (if BioMarin Nova Scotia owns the shares of BioMarin common stock
directly at the time it emigrates) or Glyko emigrates from Canada to another
jurisdiction; (iii) BioMarin Nova Scotia pays a dividend in kind of the shares
to BioMarin or its subsidiaries (if

                                      69



BioMarin Nova Scotia owns the shares of BioMarin common stock directly at the
time of the distribution); or (iv) Glyko is merged or consolidated with
BioMarin Nova Scotia and/or BioMarin. The events which may trigger recognition
of a United States tax include the circumstances in which Glyko disposes or is
deemed to dispose of the shares of BioMarin held by it (including upon a
dissolution of Glyko).

Stock Exchange Listings

   A condition to the closing of the arrangement is the filing of an
application for the listing of additional shares with Nasdaq regarding the
shares of BioMarin common stock to be issued pursuant to the transaction to
Glyko shareholders. The shares of BioMarin common stock to be issued under the
transaction will also be listed on the Swiss SWX New Market as promptly as
possible following completion of the transaction.

   The BioMarin common stock is quoted on Nasdaq and listed on the Swiss SWX
New Market under the symbol "BMRN."

Regulatory Matters

   Except as described in this Joint Proxy Circular, neither BioMarin nor Glyko
is aware of any material approval or other action by any federal, provincial,
state or foreign government or any administrative or regulatory agency that
would be required to be obtained prior to completion of the transaction.

  Ontario Securities Commission Rule 61-501

   The indirect acquisition by BioMarin of all of the issued shares of Glyko
may be a "related party transaction" within the meaning of Ontario Securities
Commission Rule 61-501--Insider Bids, Issuer Bids, Going Private Transactions
and Related Party Transactions. Rule 61-501 provides that, unless not
applicable or exempted, a corporation proposing to carry out a related party
transaction is required to prepare a valuation of the affected securities and
provide to the holders of such securities a summary of such valuation. Rule
61-501 also requires that, in addition to any other required securityholder
approval, the approval of a simple majority of the votes cast by "minority" (or
disinterested) shareholders of the affected securities must be obtained. Glyko
believes that in the circumstances of this transaction, there are no Glyko
shareholders who have interests in the transaction which are different from
other Glyko shareholders. In addition, these requirements do not apply to a
related party transaction if persons or companies who are resident in Ontario
and who beneficially own affected securities do not beneficially own more than
two percent of such securities. Glyko believes that these valuation and
approval requirements do not apply to this transaction.

  United States Antitrust Laws

   It is possible that a person, including any state or private person, could
take action under applicable U.S. antitrust laws, including seeking to enjoin
the transaction or seeking divestiture by BioMarin or Glyko. There can be no
assurance that a challenge to the transaction will not be made or that, if a
challenge is made, BioMarin and Glyko will prevail or would not be required to
accept certain conditions, possibly including certain divestitures, in order to
consummate the transaction.

Exemption from Registration Requirements of Securities Laws and Limitations on
Resale of BioMarin Common Stock

  Canada

   The shares of BioMarin common stock to be distributed to the Glyko
shareholders pursuant to the arrangement will be distributed in reliance on
exemptions from registration and prospectus requirements of applicable Canadian
securities laws. To the extent determined necessary by Canadian counsel to
Glyko and

                                      70



BioMarin, discretionary exemptions will also be sought in certain provinces to
permit the resale of the shares of BioMarin common stock to be issued in
connection with the arrangement without restriction by persons other than a
"control person," provided that no unusual effort is made to prepare the market
for any such resale or to create a demand for the securities which are the
subject of any such resale and no extraordinary commission or consideration is
paid in respect of the resale. A condition of completing the arrangement is
that all necessary discretionary exemptions will have been obtained with
conditions that are satisfactory to Glyko and BioMarin.

  United States

   The issuance of the shares of BioMarin common stock to holders of Glyko
common shares and replacement options to holders of Glyko options will not be
registered under the United States Securities Act of 1933 or the securities
laws of any state of the United States and will be issued in reliance upon the
exemption available pursuant to Section 3(a)(10) of the United States
Securities Act of 1933 and the exemptions provided under the securities laws of
each state of the United States. Section 3(a)(10) exempts securities issued in
exchange for one or more outstanding securities from the general requirement of
registration where the terms and conditions of the issuance and exchange of
such securities have been approved by any governmental authority having
appropriate authority, including a court of competent jurisdiction, after a
hearing upon the fairness of the terms and conditions of the issuance and
exchange at which all persons to whom such securities will be issued have the
right to appear. The Court is authorized to conduct a hearing to determine the
fairness of the terms and conditions of the arrangement, including the proposed
issuance of BioMarin securities in exchange for outstanding Glyko securities.
The Court entered the interim order on           , 2002 and subject to the
approval of the arrangement by the Glyko shareholders and the BioMarin
stockholders, a hearing on the fairness of the arrangement is expected to be
held on or about           , 2002 by the Court. See "--Court Approval of the
Arrangement and Completion of the Transaction."

   The shares of BioMarin common stock received by any Glyko shareholder who is
an "affiliate" of either Glyko or BioMarin prior to the arrangement or will be
an "affiliate" of BioMarin after the arrangement will be subject to certain
restrictions on resale imposed by the United States Securities Act of 1933. As
defined in Rule 144 under the United States Securities Act of 1933, an
"affiliate" of an issuer for the purposes of the United States Securities Act
of 1933 is a person that directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such issuer.

   The shares of BioMarin common stock issued to Glyko shareholders may be
resold by affiliates and non-affiliates as follows:

  .   Persons who are not affiliates of Glyko or BioMarin prior to the
      arrangement and who will not be affiliates of BioMarin after the
      arrangement may resell their shares of BioMarin common stock in the
      United States without restriction under the United States Securities Act
      of 1933.

  .   Persons who are affiliates of either Glyko or BioMarin prior to the
      arrangement and who will be affiliates of BioMarin after the arrangement
      may not resell their shares of BioMarin common stock in the absence of
      registration under the United States Securities Act of 1933, unless an
      exemption from registration is available, such as the exemption contained
      in Rule 145(d) under the United States Securities Act of 1933, or unless
      registration is not required pursuant to the exclusion from registration
      provided by Regulation S under the United States Securities Act of 1933.
      In general, under Rule 145(d) as currently in effect, persons who are
      affiliates of either Glyko or BioMarin prior to the arrangement and
      persons who will be an affiliate of BioMarin after the arrangement will
      be entitled to resell in the United States during any three-month period
      that number of shares of BioMarin common stock that does not exceed the
      greater of 1% of the then outstanding securities of such class and the
      average weekly trading volume of such securities on Nasdaq during the
      four-week period preceding the date of sale, subject to certain
      restrictions on manner of sale, notice requirements, aggregation rules
      and the availability of public information about BioMarin.

                                      71



  .   Persons who are affiliates of Glyko or BioMarin prior to the arrangement
      but who will not be affiliates of BioMarin after the arrangement, and who
      hold their shares of BioMarin common stock for a period of one year after
      the arrangement, may resell their shares of BioMarin common stock without
      regard to the volume and manner of sale limitations set forth in the
      preceding paragraph, subject to the availability of certain public
      information about BioMarin. Persons who are affiliates of Glyko or
      BioMarin prior to the arrangement who hold their shares of BioMarin
      common stock for a period of two years after the arrangement may freely
      resell shares of BioMarin common stock provided that such persons have
      not been an affiliate of BioMarin during the three-month period preceding
      the resale.

   As a condition to closing the transaction, Glyko and BioMarin will enter
into agreements with certain affiliates of Glyko, pursuant to which such
affiliates agree not to sell, pledge or otherwise dispose of any shares of
BioMarin common stock unless: (i) such transaction is permitted under Rule 145
under the United States  Securities Act of 1933; (ii) such transaction is made
pursuant to an effective registration statement under the United States
Securities Act of 1933, or (iii) such transaction is made pursuant to an
exemption from registration under the United States Securities Act of 1933.

   Shares of BioMarin common stock issuable upon exercise of replacement
options issued by BioMarin in connection with the transaction will be issued
pursuant to BioMarin's 1997 Stock Plan, as amended. The shares of BioMarin
common stock issuable upon the exercise of such replacement options will be
registered pursuant to an effective registration statement on Form S-8. Persons
who acquire such shares upon the exercise of such replacement options, who are
not otherwise affiliates of BioMarin, may resell their shares without
restriction under the United States Securities Act of 1933.

   The foregoing discussion is only a general overview of certain requirements
of United States securities laws applicable to the securities received upon
completion of the transaction. All holders of securities received in connection
with the transaction are urged to consult with counsel to ensure that the
resale of their securities complies with applicable securities regulation.

Delisting and Deregistration of Glyko Common Shares After the Transaction

   When the transaction is completed such that all holders of Glyko shares
(other than those that have exercised dissent rights) have exchanged their
shares for shares of BioMarin common stock, Glyko common shares will be
delisted from the Toronto Stock Exchange and will be deregistered under the
United States Securities Exchange Act of 1934.

Termination of Ongoing Reporting Obligations

   Upon completion of the arrangement, Glyko will be an indirect wholly-owned
subsidiary of BioMarin. Accordingly, after the implementation date of the
arrangement, Glyko will apply to the appropriate securities regulatory
authorities in Canada and in the United States to cease to be a reporting
issuer, so as to no longer be subject to statutory financial and reporting
requirements under applicable securities laws in Canada and the United States.

   Upon completion of the arrangement, it is not expected that BioMarin will
become a reporting issuer in any of the Canadian provinces.

Other Agreements

   BioMarin has entered into agreements with certain shareholders of Glyko
(including all directors who are shareholders), representing in the aggregate
approximately 27.3% of the outstanding Glyko common shares, pursuant to which
each such shareholder has agreed: (i) to vote the Glyko common shares held by
such shareholder in favor of the arrangement and the transactions contemplated
thereby; and (ii) to vote the Glyko

                                      72



common shares held by such shareholder against (1) any Acquisition Proposal
(other than a Superior Offer), (2) any reorganization, recapitalization,
dissolution, liquidation or winding up of Glyko, and (3) any amendment to the
articles of incorporation or bylaws of Glyko which would prevent, impede,
interfere with or delay the arrangement; (iii) to waive any rights of appraisal
or rights to dissent from the arrangement that such shareholder may have; (iv)
to not deposit or tender or agree to deposit or tender any of the Glyko common
shares held by such shareholder to any take-over bid, stock exchange take-over
bid or other purchase or acquisition of equity securities which is or is part
of an Acquisition Proposal (other than a Superior Offer); (v) to not make, aid
or abet, directly or indirectly, any "solicitation" of "proxies" (as such terms
are used in the Canada Business Corporations Act) in respect of any Acquisition
Proposal; (vi) to not initiate, propose or otherwise solicit shareholders of
Glyko for the approval of one or more shareholder proposals with respect to
Glyko as described in Section 99 of the Canada Business Corporations Act, or
induce or attempt to induce any other person or entity to initiate any
shareholder proposal with respect to Glyko, which in either case is contrary to
or inconsistent with the terms of the arrangement; (vii) to not call or seek to
have called any meeting of the shareholders of Glyko for any purpose which is
contrary to or inconsistent with the terms of the arrangement; and (viii) to
immediately notify BioMarin, at first orally and then in writing, of any
agreement that such shareholder has entered into to sell, transfer, pledge,
create an encumbrance on, or otherwise convey any of the Glyko common shares
held by such shareholder or any interest therein to any person or entity.

   Under the terms of the Acquisition Agreement, a Superior Offer is an
unsolicited, bona fide written offer made by a third party (other than BioMarin
or its affiliates) which, if consummated, would result in such third party
acquiring, directly or indirectly, securities representing more than 50% of the
voting power of the shares of Glyko or the resulting entity of such transaction
or all or substantially all of the assets of Glyko, in each case on terms which
the board of directors of Glyko reasonably determines (following receipt of
advice from its financial advisors of nationally recognized reputation and
outside counsel) to be more favorable to Glyko's shareholders than the terms of
the arrangement.

Expenses

   The combined estimated fees, costs and expenses of BioMarin and Glyko in
connection with the transaction of approximately $3.7 million include, without
limitation, financial advisors' fees of approximately $1.3 million, legal and
accounting fees of approximately $2.0 million, and soliciting fees, printing,
mailing and other costs related to the stockholders' meetings of approximately
$300,000 and filing fees of approximately $19,000.

                                      73



                REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

   Except as otherwise expressly noted, the financial information regarding
Glyko and the summaries thereof contained in this Joint Proxy Circular are
reported in U.S. dollars and have been prepared in accordance with Canadian
generally accepted accounting principles, or Canadian GAAP. Glyko audited
financial statements on Annex J have been prepared in accordance with Canadian
GAAP. Glyko audited financial statements on Annex K have been prepared in
accordance with United States GAAP.

   The consolidated financial statements, the pro forma consolidated financial
statements, and the summaries of historical consolidated financial information
of BioMarin in this Joint Proxy Circular are reported in U.S. dollars and have
been prepared in accordance with United States GAAP.

   UNLESS OTHERWISE INDICATED, ALL DOLLAR AMOUNTS ARE EXPRESSED IN U.S. DOLLARS.

                                      74



                     SELECTED CONSOLIDATED FINANCIAL DATA

BioMarin Selected Consolidated Financial Data

   This section presents BioMarin's selected consolidated financial data. You
should carefully read the financial statements included in the reports
incorporated by reference in this Joint Proxy Circular, including the notes to
the financial statements included in those reports. The selected data in this
section is not intended to replace the financial statements.

   The consolidated statement of operations data for the years ended December
31, 1998, 1999, 2000, 2001 and 2002 and for the period from March 21, 1997
(inception) to December 31, 1997, and the consolidated balance sheet data at
December 31, 1997, 1998, 1999, 2000 and 2001, are derived from BioMarin's
audited consolidated financial statements that have been prepared in accordance
with accounting principles generally accepted in the United States of America
(which differ in certain respects from accounting principles generally accepted
in Canada). The consolidated statement of operations data for the three month
periods ended March 31, 2001 and 2002 and the consolidated balance sheet data
at March 31, 2002, are derived from BioMarin's unaudited consolidated financial
statements. The unaudited consolidated financial statements include, in the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, that management considers necessary for a fair statement of the
results for those periods. Historical results are not indicative of results
that BioMarin may expect in the future. The following data should be read in
conjunction with BioMarin's consolidated financial statements and notes thereto
and BioMarin's "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this Joint Proxy Circular.



                                                 Period from
                                                March 21, 1997                                         Three Month Period
                                                (inception) to         Year ended December 31,          ended March 31,
                                                 December 31,  --------------------------------------  --------------------
                                                     1997        1998      1999      2000      2001      2001       2002
                                                -------------- --------  --------  --------  --------   -------   --------
                                                      (in thousands, except for per share data)        (in thousands, except
                                                                                                       for per share data,
                                                                                                           unaudited)
                                                                                             
Consolidated statement of operations
  data(1):
Revenues.......................................    $    --     $    854  $  5,300  $  9,714  $ 11,699  $ 2,690    $  3,792
Operating costs and expenses:
    Research and development...................      1,914       10,288    26,341    34,459    45,283    9,657      13,218
    General and administrative.................        914        3,146     4,757     6,507     6,718    1,474       3,926
    In-process research and development........         --           --        --        --    11,647       --      11,223
    Facility closure...........................         --           --        --     4,423        --       --          --
                                                   -------     --------  --------  --------  --------   -------   --------
       Total operating costs and expenses......      2,828       13,434    31,098    45,389    63,648   11,131      28,367
                                                   -------     --------  --------  --------  --------   -------   --------
Loss from operations...........................     (2,828)     (12,580)  (25,798)  (35,675)  (51,949)  (8,441)    (24,575)
Interest income................................         65          685     1,832     2,979     1,871      468         380
Interest expense...............................         --           --      (732)       (7)      (17)      (2)        (91)
Equity in loss of joint venture................         --          (47)   (1,673)   (2,912)   (7,333)  (1,108)     (2,298)
                                                   -------     --------  --------  --------  --------   -------   --------
Net loss from continuing operations............     (2,763)     (11,942)  (26,371)  (35,615)  (57,428)  (9,083)    (26,584)
Income (loss) from discontinued operations.....         --         (372)   (1,701)   (1,749)   (2,266)    (617)        122
Loss from disposal of discontinued operations..         --           --        --        --    (7,912)      --        (141)
                                                   -------     --------  --------  --------  --------   -------   --------
Net loss.......................................    $(2,763)    $(12,314) $(28,072) $(37,364) $(67,606) $(9,700)   $(26,603)
                                                   =======     ========  ========  ========  ========   =======   ========
Net loss per share, basic and diluted:
Loss from continuing operations................    $ (0.34)    $  (0.53) $  (0.88) $  (0.99) $  (1.40) $ (0.24)   $  (0.51)
                                                   =======     ========  ========  ========  ========   =======   ========
Income (loss) from discontinued operations.....    $    --     $  (0.02) $  (0.06) $  (0.05) $  (0.06) $ (0.02)   $     --
                                                   =======     ========  ========  ========  ========   =======   ========
Loss from disposal of discontinued operations..    $    --     $     --  $     --  $     --  $  (0.19) $    --    $     --
                                                   =======     ========  ========  ========  ========   =======   ========
Net loss.......................................    $ (0.34)    $  (0.55) $  (0.94) $  (1.04) $  (1.65) $ (0.26)   $  (0.51)
                                                   =======     ========  ========  ========  ========   =======   ========
Weighted average common shares outstanding.....      8,136       22,488    29,944    35,859    41,083   37,052      52,535
                                                   =======     ========  ========  ========  ========   =======   ========


                                      75





                                                    December 31,
                                      ----------------------------------------   March 31,
                                       1997   1998     1999    2000     2001        2002
                                      ------ ------- -------- ------- -------- --------------
                                                                               (in thousands,
                                                   (in thousands)                unaudited)
                                                             
Consolidated balance sheet data:
Cash, cash equivalents and short-term
  investments........................ $6,888 $11,389 $ 62,986 $40,201 $131,097    $114,798
Total current assets.................  7,507  12,819   66,422  44,541  136,783     123,426
Total assets.........................  7,653  31,510  103,549  76,933  171,811     157,306
Long-term liabilities................     --     110       85      56    3,961       3,503
Total stockholders' equity...........  7,380  29,394   98,377  69,994  159,548     144,368

--------
(1)  See notes to BioMarin's consolidated financial statements for a
description of the number of shares used in the computation of the net loss per
common share.

BioMarin Supplemental Financial Data

   This section presents BioMarin's unaudited supplemental financial data for
each of the nine quarterly periods ended March 31, 2002. You should carefully
read the financial statements included in this Joint Proxy Circular, including
the notes to the financial statements included in those reports. The
supplemental financial data in this section is not intended to replace the
financial statements.



                                                      Three Month Period Ended
                                               -------------------------------------
                                               Mar. 31,  June 30, Sept. 30, Dec. 31,
                                                 2000      2000     2000      2000
                                               --------  -------- --------- --------
                                                     (unaudited, in thousands,
                                                     except for per share data)
                                                                
Consolidated statements of operations data:
Revenues...................................... $  2,791  $ 2,258   $ 1,950  $  2,715
Operating costs and expenses:
   Research and development...................    8,178    7,417     8,253    10,611
   General and administrative.................    1,621    1,797     1,527     1,562
   Facility closure...........................    4,423       --        --        --
                                               --------  -------   -------  --------
       Total operating costs and expenses.....   14,222    9,214     9,780    12,173
                                               --------  -------   -------  --------
Loss from operations..........................  (11,431)  (6,956)   (7,830)   (9,458)
Interest income...............................      788      802       691       698
Interest expense..............................       (2)      (2)       (2)       (1)
Equity in loss of joint venture...............     (557)    (698)     (590)   (1,067)
                                               --------  -------   -------  --------
Loss from continuing operations...............  (11,202)  (6,854)   (7,731)   (9,828)
Loss from discontinued operations.............     (534)    (232)     (417)     (566)
                                               --------  -------   -------  --------
Net loss...................................... $(11,736) $(7,086)  $(8,148) $(10,394)
                                               ========  =======   =======  ========
Net loss per common share, basic and diluted:
   Loss from continuing operations............ $  (0.32) $ (0.19)  $ (0.22) $  (0.26)
                                               ========  =======   =======  ========
   Loss from discontinued operations.......... $  (0.02) $ (0.01)  $ (0.01) $  (0.02)
                                               ========  =======   =======  ========
   Net loss................................... $  (0.34) $ (0.20)  $ (0.23) $  (0.28)
                                               ========  =======   =======  ========
Weighted average common shares outstanding....   35,015   35,397    36,064    36,888
                                               ========  =======   =======  ========


                                      76





                                                                 As at
                                                  ------------------------------------
                                                  Mar. 31, June 30, Sept. 30, Dec. 31,
                                                    2000     2000     2000      2000
                                                  -------- -------- --------- --------
                                                       (unaudited, in thousands)
                                                                  
Consolidated balance sheet data:
Cash, cash equivalents and short-term investments $55,674  $49,412   $47,505  $40,201
Total current assets.............................  61,552   53,532    51,414   44,541
Total assets.....................................  94,490   86,090    83,324   76,933
Long-term liabilities............................      77       68        63       56
Total stockholders' equity.......................  89,731   83,196    79,652   69,994




                                                                         Three Month Period Ended
                                                             -----------------------------------------------
                                                             Mar. 31,     June 30,  Sept. 30, Dec. 31,   Mar 31,
                                                               2001         2001      2001      2001      2002
                                                             --------     --------  --------- --------  --------
                                                             (unaudited, in thousands, except for per share data)
                                                                                         
Consolidated statements of operations data:
Revenues.................................................... $ 2,690      $  3,012  $  3,101  $  2,896  $  3,792
Operating costs and expenses:
   Research and development.................................   9,657        11,506    10,061    14,059    13,218
   General and administrative...............................   1,474         1,536     2,340     1,368     3,926
   In-process research and development......................      --            --        --    11,647    11,223
                                                             -------      --------  --------  --------  --------
       Total operating costs and expenses...................  11,131        13,042    12,401    27,074    28,367
                                                             -------      --------  --------  --------  --------
Loss from operations........................................  (8,441)      (10,030)   (9,300)  (24,178)  (24,575)
Interest income.............................................     468           436       530       437       380
Interest expense............................................      (2)           (1)       (8)       (6)      (91)
Equity in loss of joint venture.............................  (1,108)       (1,736)   (1,864)   (2,625)   (2,298)
                                                             -------      --------  --------  --------  --------
Loss from continuing operations.............................  (9,083)      (11,331)  (10,642)  (26,372)  (26,584)
Income (loss) from discontinued operations..................    (617)         (638)     (373)     (638)      122
Loss from disposal of discontinued operations...............      --            --        --    (7,912)     (141)
                                                             -------      --------  --------  --------  --------
Net loss.................................................... $(9,700)     $(11,969) $(11,015) $(34,922) $(26,603)
                                                             =======      ========  ========  ========  ========
Net loss per common share, basic and diluted:
   Loss from continuing operations.......................... $ (0.25)     $  (0.29) $  (0.25) $  (0.58) $  (0.51)
                                                             =======      ========  ========  ========  ========
   Income (loss) from discontinued operations............... $ (0.01)     $  (0.01) $  (0.01) $  (0.01) $     --
                                                             =======      ========  ========  ========  ========
   Loss from disposal of discontinued operations............ $    --      $     --  $     --  $  (0.18) $     --
                                                             =======      ========  ========  ========  ========
   Net loss................................................. $ (0.26)     $  (0.30) $  (0.26) $  (0.77) $  (0.51)
                                                             =======      ========  ========  ========  ========
Weighted average common shares outstanding..................  37,052        39,587    42,136    45,515    52,535
                                                             =======      ========  ========  ========  ========




                                                                                 As at
                                                             ---------------------------------------------
                                                             Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31,
                                                               2001     2001     2001      2001     2002
                                                             -------- -------- --------- -------- --------
                                                                       (unaudited, in thousands)
                                                                                   
Consolidated balance sheet data:
Cash, cash equivalents and short-term investments........... $29,766  $59,885   $43,905  $131,097 $114,798
Total current assets........................................  35,861   63,586    50,642   136,783  123,426
Total assets................................................  65,443   98,321    90,402   171,811  157,306
Long-term liabilities.......................................      47      198       146     3,961    3,503
Total stockholders' equity..................................  61,759   93,000    84,166   159,548  144,368


                                      77



Glyko Selected Financial Data

   The following table presents historical financial data for the periods
indicated in U.S. dollars. The statement of operations data for the years ended
December 31, 1999, 2000, 2001 and 2002 and the balance sheet data at December
31, 2000 and 2001, are derived from Glyko's audited financial statements that
have been prepared in accordance with accounting principles generally accepted
in Canada. The statement of operations data for the three month periods ended
March 31, 2001 and 2002 and the balance sheet data at March 31, 2002, are
derived from Glyko's unaudited consolidated financial statements. The unaudited
financial statements include, in the opinion of management, all adjustments,
consisting only of normal recurring adjustments, that management considers
necessary for a fair statement of the results for those periods. Historical
results are not indicative of results that Glyko may expect in the future. The
following data should be read in conjunction with Glyko's financial statements
and notes thereto and Glyko's "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this Joint
Proxy Circular.

   In order to comply with Canadian securities regulatory requirements, Glyko's
financial information has been prepared using Canadian GAAP, which differs in
certain respects from United States GAAP.



                                                                                           Three Month Period
                                                    Year Ended December 31,                  Ended March 31,
                                                 ----------------------------------------  --------------------
                                                   1999          2000          2001          2001       2002
                                                 --------      --------      --------      --------   --------
                                                 (in thousands, except for per share data) (in thousands, except
                                                                                           for per share data,
                                                                                               unaudited)
                                                                                       
Statements of operations data(1):
Expenses:
   General and administrative................... $    199      $    388      $    462      $     70   $    295
                                                 --------      --------      --------      --------   --------
       Total expenses...........................      199           388           462            70        295
                                                 --------      --------      --------      --------   --------
Loss from operations............................     (199)         (388)         (462)          (70)      (295)
Equity in loss of BioMarinPharmaceutical Inc....  (10,173)      (11,934)      (18,904)       (3,092)    (3,268)
Gain on reduction of share ownership of BioMarin
  Pharmaceutical Inc............................   26,814         1,424        30,515           377      2,472
Interest income.................................      187           121           123            36          1
                                                 --------      --------      --------      --------   --------
Net income (loss)............................... $ 16,629      $(10,777)     $ 11,272      $ (2,749)  $ (1,090)
                                                 ========      ========      ========      ========   ========
Earnings (loss) per share--basic................ $   0.54      $  (0.32)     $   0.33      $  (0.08)  $  (0.03)
                                                 ========      ========      ========      ========   ========
Earnings (loss) per share--diluted.............. $   0.50      $  (0.32)     $   0.33      $  (0.08)  $  (0.03)
                                                 ========      ========      ========      ========   ========
Weighted average number of shares--basic........   31,066        33,915        34,353        34,353     34,353
                                                 ========      ========      ========      ========   ========
Weighted average number of shares--diluted......   33,568        33,915        34,372        34,353     34,353
                                                 ========      ========      ========      ========   ========

--------
(1)  See notes to Glyko's financial statements for a description of the number
of shares used in the computation of earnings per share.

                                      78



   Reconciliation of financial information prepared using Canadian GAAP to
United States GAAP:



                                                                                       Three Month Period
                                                            Year Ended December 31,     Ended March 31,
                                                         ----------------------------  ----------------
                                                           1999      2000      2001      2001      2002
                                                         --------  --------  --------  -------   -------
                                                                (in thousands)          (in thousands,
                                                                                          unaudited)
                                                                                  
Net income (loss) as shown above in Canadian GAAP....... $ 16,629  $(10,777) $ 11,272  $(2,749)  $(1,090)

Items having a positive effect on net income (loss):
   Amortization or write-off of BioMarin's goodwill not
     recognized under United States GAAP(1).............      674     1,065     7,005      349        --

Items having a negative effect on net income (loss):
   In-process research and development not recognized
     under Canadian GAAP(1).............................       --        --    (2,528)      --    (2,435)
   Deferred compensation amortization not recognized
     under Canadian GAAP(1).............................     (500)     (442)     (250)     (71)      (53)
   Interest income not recognized under United States
     GAAP...............................................      (29)      (57)      (79)     (17)       --
   Gain on reduction of share ownership of BioMarin
     included in additional paid in capital under
     United States GAAP.................................  (26,814)   (1,424)  (30,515)    (377)   (2,472)
                                                         --------  --------  --------  -------   -------
Net loss according to United States GAAP................ $(10,040) $(11,635) $(15,095) $(2,865)  $(6,050)
                                                         ========  ========  ========  =======   =======

--------
(1) These amounts are recorded as Glyko's Equity in Loss of BioMarin.



                                                  As at December 31,     As at
                                                  ------------------   March 31,
                                                   2000      2001         2002
                                                   -------  -------  --------------
                                                  (in thousands)     (in thousands,
                                                                       unaudited)
                                                            
Balance sheet data:
Cash, cash equivalents and short-term investments $ 1,805   $ 2,444     $ 2,419
Investment in BioMarin...........................  25,129    36,741      35,945
Total assets.....................................  26,964    39,185      38,364
Total shareholders' equity.......................  26,649    38,724      37,633


                                      79



   Reconciliation of financial information prepared using Canadian GAAP to
United States GAAP:



                                                                          As at December 31,     As at
                                                                          ----------------     March 31,
                                                                            2000      2001        2002
                                                                          -------   -------  --------------
                                                                           (in thousands)    (in thousands,
                                                                                               unaudited)
                                                                                    
Investment in BioMarin as shown above in Canadian GAAP................... $25,129   $36,741     $35,945

   Impact of write-off of in-process research and development for
     United States GAAP..................................................      --    (2,528)     (4,963)
   Impact of Glyko Biomedical's disposal of Glyko, Inc. not included for
     United States GAAP..................................................  (6,823)   (6,823)     (6,823)
   Impact of amortization of deferred compensation for United States
     GAAP................................................................  (1,024)   (1,274)     (1,326)
   Impact of goodwill amortization and write-off not included for
     United States GAAP..................................................   1,739     8,742       8,742
                                                                          -------   -------     -------
       Investment in BioMarin in United States GAAP...................... $19,021   $34,858     $31,575
                                                                          =======   =======     =======

Total assets as shown above in Canadian GAAP............................. $26,964   $39,185     $38,364
   Impact of write-off of in-process research and development for
     United States GAAP..................................................      --    (2,528)     (4,963)
   Impact of Glyko Biomedical's disposal of Glyko, Inc. not included for
     United States GAAP..................................................  (6,823)   (6,823)     (6,823)
   Impact of amortization of deferred compensation for United States
     GAAP................................................................  (1,024)   (1,274)     (1,326)
   Impact of goodwill amortization and write-off not included for
     United States GAAP..................................................   1,739     8,742       8,742
                                                                          -------   -------     -------
       Total assets in United States GAAP................................ $20,856   $37,302     $33,994
                                                                          =======   =======     =======

Total shareholders' equity as shown above in Canadian GAAP............... $26,649   $38,724     $37,633
   Impact of write-off of in-process research and development for
     United States GAAP..................................................      --    (2,528)     (4,963)
   Impact of Glyko Biomedical's disposal of Glyko, Inc. not included for
     United States GAAP..................................................  (6,823)   (6,823)     (6,823)
   Impact of amortization of deferred compensation for United States
     GAAP................................................................  (1,024)   (1,274)     (1,326)
   Impact of goodwill amortization and write-off not included for
     United States GAAP..................................................   1,739     8,742       8,742
   Other.................................................................      (1)       --          --
                                                                          -------   -------     -------
       Total shareholders' equity in United States GAAP.................. $20,540   $36,841     $33,263
                                                                          =======   =======     =======


                                      80



             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

   The following unaudited pro forma consolidated financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the combined results of operations of the consolidated company. The unaudited
pro forma consolidated financial statements have been prepared from the
historical financial statements of Glyko and BioMarin as at March 31, 2002, for
the year ended December 31, 2001 and for the three month period ended March 31,
2002. The unaudited pro forma consolidated balance sheet assumes the
transaction had been consummated on March 31, 2002. The unaudited pro forma
consolidated statements of operations for the three month period ended March
31, 2002 and for the year ended December 31, 2001 assume that the transaction
had been consummated on January 1, 2001. These unaudited pro forma consolidated
financial statements should be read in conjunction with the historical
consolidated financial statements of BioMarin and Glyko, including the notes
thereto, included in Annexes I and J, respectively. The unaudited pro forma
consolidated financial statements are presented in accordance with United
States GAAP, which differs in certain respects from Canadian GAAP. All figures
are in U.S. dollars.

                         BioMarin Pharmaceutical Inc.

      Unaudited Pro Forma Consolidated Balance Sheet (United States GAAP)

                               at March 31, 2002
                     (in thousands, except per share data)


                                                               Pro Forma  Adjustments
                                                             ----------------------
                                                                                                         BioMarin
                                                                                        Intercompany    Pro Forma
                                         BioMarin    Glyko    Additions  Subtractions   Eliminations   Consolidated
                                        ---------  --------  ---------   ------------   ------------   ------------
                                                                                     
Assets:
    Current assets..................... $ 123,426  $  2,419  $     --      $ (3,700)(a)   $     --      $ 122,145
    Investment in BioMarin.............        --    31,575                                (31,575)(d)         --
    Investment in Glyko................        --        --   61,558 (b)                   (61,558)(d)         --
    Other long-term assets.............    33,880        --                                                33,880
                                        ---------  --------  --------      --------       --------      ---------
       Total assets.................... $ 157,306  $ 33,994  $ 61,558      $ (3,700)      $(93,133)     $ 156,025
                                        =========  ========  ========      ========       ========      =========
       Total liabilities............... $  12,938  $    731  $     --      $ (1,000)(a)   $     --      $  12,669
                                        ---------  --------  --------      --------       --------      ---------
Stockholders' equity:
    Common stock.......................        53    22,535       11 (b)        (11)(c)    (22,535)(d)         53
    Preferred stock....................        --        --   61,558 (c)                   (61,558)(d)         --
    Additional paid in capital.........   316,469    72,627   61,547 (b)    (61,547)(c)    (72,627)(d)    316,469
    Warrants...........................     5,219        --                                                 5,219
    Deferred compensation..............      (490)       --                                                  (490)
    Stockholder notes..................    (2,087)       --                                                (2,087)
    Foreign currency translation.......       (74)       --                                                   (74)
    Retained deficit...................  (174,722)  (61,899)                 (2,700)(a)     63,587 (d)   (175,734)
                                        ---------  --------  --------      --------       --------      ---------
       Total stockholders' equity......   144,368    33,263   123,116       (64,258)       (93,133)       143,356
                                        ---------  --------  --------      --------       --------      ---------
       Total liabilities and
        stockholders' equity........... $ 157,306  $ 33,994  $123,116      $(65,258)      $(93,133)     $ 156,025
                                        =========  ========  ========      ========       ========      =========


                                      81



                         BioMarin Pharmaceutical Inc.

 Unaudited Pro Forma Consolidated Statement of Operations (United States GAAP)

                     For The Year Ended December 31, 2001
                     (in thousands, except per share data)



                                               Historical
                                                  IBEX
                               Historical     (1/1/01-date    Historical                     Pro Forma
                                BioMarin           of           Synapse       Pro Forma      Subtotal    Historical Glyko
                            (1/1/01-12/31/01) acquisition) (1/1/01-12/31/01) Adjustments   Without Glyko (1/1/01-12/31/01)
                            ----------------- ------------ ----------------- -----------   ------------- -----------------
                                                                                       
Revenues...................     $ 11,699                                                     $ 11,699        $     --
                                --------                                                     --------        --------
Operating cost and
 expenses:
   Research and
    development............       45,283          656(f)         3,366(j)                      49,305              --
   General and
    administrative.........        6,718          667(f)                                        7,385             462
   In-process research
    and development........       11,647                                       (11,647)(g)         --              --
                                --------                                                     --------        --------
     Total costs and
       expenses............       63,648                                                       56,690             462
                                --------                                                     --------        --------
Loss from operations.......      (51,949)                                                     (44,991)           (462)
Interest income............        1,871                                                        1,871              45
Interest expense...........          (17)                                                         (17)             --
Equity in loss of
 BioMarin..................           --                                                           --         (14,678)
Equity in loss of joint
 venture...................       (7,333)                                                      (7,333)             --
                                --------                                                     --------        --------
Loss from continuing
 operations................     $(57,428)                                                    $(50,470)       $(15,095)
                                ========                                                     ========        ========
Net loss from continuing
 operations per common
 share, basic and diluted..     $  (1.40)                                                    $  (1.18)       $  (0.44)
                                ========                                                     ========        ========
Weighted average shares
 outstanding...............       41,083          679(k)           885(l)                      42,647          34,353
                                ========                                                     ========        ========






                             Pro Forma  Pro Forma
                            Adjustments   Total
                            ----------- ---------
                                  
Revenues...................             $ 11,699
                                        --------
Operating cost and
 expenses:
   Research and
    development............               49,305
   General and
    administrative.........                7,847
   In-process research
    and development........                   --
                                        --------
     Total costs and
       expenses............               57,152
                                        --------
Loss from operations.......              (45,453)
Interest income............                1,916
Interest expense...........                  (17)
Equity in loss of
 BioMarin..................   14,678(e)       --
Equity in loss of joint
 venture...................               (7,333)
                                        --------
Loss from continuing
 operations................             $(50,887)
                                        ========
Net loss from continuing
 operations per common
 share, basic and diluted..             $  (1.19)
                                        ========
Weighted average shares
 outstanding...............               42,647
                                        ========


                                      82



                         BioMarin Pharmaceutical Inc.

 Unaudited Pro Forma Consolidated Statement of Operations (United States GAAP)

                For The Three Month Period Ended March 31, 2002
                     (in thousands, except per share data)



                                                      Historical
                                                       Synapse
                                       Historical      (1/1/02-                   Pro Forma      Historical
                                        BioMarin       date of     Pro Forma      Subtotal         Glyko        Pro Forma
                                    (1/1/02-3/31/02) acquisition) Adjustments   Without Glyko (1/1/02-3/31/02) Adjustments
                                    ---------------- ------------ -----------   ------------- ---------------- -----------
                                                                                             
Revenues...........................     $  3,792                                  $  3,792        $    --
                                        --------                                  --------        -------
Operating cost and expenses:
   Research and development........       13,218         488(j)                     13,706             --
   General and administrative......        3,926                     (1,000)(i)      2,926            295
   In-process research and
    development....................       11,223                    (11,223)(h)         --             --
                                        --------                                  --------        -------
      Total costs and
       expenses....................       28,367                                    16,632            295
                                        --------                                  --------        -------
Loss from operations...............      (24,575)                                  (12,840)          (295)
Interest income....................          380                                       380              1
Interest expense...................          (91)                                      (91)            --
Equity in loss of BioMarin.........           --                                        --         (5,755)        5,755(e)
Equity in loss of joint venture....       (2,298)                                   (2,298)            --
                                        --------                                  --------        -------
Loss from continuing operations....     $(26,584)                                 $(14,849)       $(6,049)
                                        ========                                  ========        =======
Net loss from continuing operations
 per common share, basic and
 diluted...........................     $  (0.51)                                 $  (0.28)       $ (0.18)
                                        ========                                  ========        =======
Weighted average shares
 outstanding.......................       52,535         787(l)                     53,322         34,353
                                        ========                                  ========        =======






                                    Pro Forma
                                      Total
                                    ---------
                                 
Revenues........................... $  3,792
                                    --------
Operating cost and expenses:
   Research and development........   13,706
   General and administrative......    3,221
   In-process research and
    development....................       --
                                    --------
      Total costs and
       expenses....................   16,927
                                    --------
Loss from operations...............  (13,135)
Interest income....................      381
Interest expense...................      (91)
Equity in loss of BioMarin.........       --
Equity in loss of joint venture....   (2,298)
                                    --------
Loss from continuing operations.... $(15,143)
                                    ========
Net loss from continuing operations
 per common share, basic and
 diluted........................... $  (0.28)
                                    ========
Weighted average shares
 outstanding.......................   53,322
                                    ========


                                      83



        NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation

   The unaudited pro forma consolidated financial statements are presented to
give effect to:

  .   the acquisition of Glyko by BioMarin;
  .   the acquisition by BioMarin of certain assets of IBEX Therapeutics
      (IBEX), and
  .   the acquisition by BioMarin of Synapse Technologies Inc.

   The unaudited pro forma consolidated financial statements have been prepared
from the historical financial statements of Glyko (see Note 2 below) and
BioMarin as at March 31, 2002, for the three months in the period then ended
and for the year ended December 31, 2001. The unaudited pro forma balance sheet
assumes the transactions had been consummated on March 31, 2002. The pro forma
statement of operations for each of the periods presented assumes that all
transactions had been consummated on January 1, 2001.

   The unaudited pro forma consolidated financial statements do not reflect any
cost savings or other synergies which may result from the transaction and are
not necessarily indicative of future results of operations or financial
position.

   These unaudited pro forma consolidated financial statements are presented in
accordance with U.S. GAAP. Accounting policies used in the preparation of the
unaudited pro forma consolidated financial statements are in accordance with
those used in the preparation of the historical consolidated financial
statements of BioMarin as at December 31, 2001 and for the year then ended. The
unaudited pro forma consolidated financial statements should be read in
conjunction with the historical consolidated financial statements of BioMarin
and Glyko, including the notes thereto, included in Annexes I and J,
respectively.

2.  Conversion of Glyko to U. S. GAAP

   The historical consolidated financial statements of BioMarin (included in
Annex I) have been prepared using U.S. GAAP and the historical financial
statements of Glyko have been prepared using Canadian GAAP (included in Annex
J) and U.S. GAAP (included in Annex K). The primary differences between U.S.
GAAP and Canadian GAAP are: (i) the way in which Glyko's equity in loss of
BioMarin is calculated and presented in the income statement; and (ii) that
Glyko reflects its gain on reduction of share ownership of BioMarin as an
income statement item under Canadian GAAP, and as a paid-in capital under U.S.
GAAP.

3.  Pro Forma Adjustments and Certain Non-Recurring Charges not Included

   (a) Reflects the estimated costs associated with the transaction of $3.7
       million. At March 31, 2002, $1.0 million of these costs had been
       incurred but not paid. Such costs will be charged to operations as
       incurred. These costs have been excluded from loss from continuing
       operations for all periods presented as they are non-recurring in nature.

   (b) Records BioMarin's investment in Glyko at the fair value of the common
       stock to be issued by BioMarin. The fair value will ultimately be
       determined based on the fair value of BioMarin's stock as of the
       transaction date. For purposes of this presentation, the amount is based
       on the per share price of BioMarin common stock at May 10, 2002
       multiplied by the 11,367,617 shares to be issued by BioMarin.

       The effect of the stock options that BioMarin will issue in the
       transaction is not expected to be material and is not reflected in these
       pro forma statements.

   (c) Reflects BioMarin's issuance of preferred stock to Glyko in exchange for
       the BioMarin common stock owned by Glyko (11,367,617 shares at March 31,
       2002). Also reflects the cancellation of the BioMarin common stock
       received by BioMarin from Glyko.

                                      84



   (d) Eliminates intercompany holdings in consolidation.

   (e) Reverses Glyko's equity in loss of BioMarin that would eliminate in
       consolidation.

   (f) Reflects research and development and general and administrative
       expenses of IBEX therapeutics business incurred during 2001.

   (g) BioMarin incurred an in process research and development charge of
       approximately $11.6 million in connection with the acquisition of IBEX
       therapeutic assets. This amount has been excluded from the pro-forma
       presentation as it is non-recurring.

   (h) BioMarin incurred an in-process research and development charge of
       approximately $11.2 million in connection with the acquisition of
       Synapse. This amount has been excluded from the pro forma presentation
       as it is non-recurring.

   (i) Reflects the portion of the $3.7 million in estimated transaction costs
       incurred for the three months ended March 31, 2002. These costs have
       been excluded as they are non-recurring in nature.

   (j) Reflects research and development expenses of Synapse incurred during
       2001 and the first quarter of 2002.

   (k) Reflects the number of shares issued in connection with the IBEX
       transaction as if the transaction had been consummated on January 1,
       2001.

   (l) Reflects the number of shares issued in connection with the Synapse
       transaction as if the transaction had been consummated on January 1,
       2001.

4.  Reconciliation of BioMarin Stockholders' Equity

   The following table reconciles stockholders' equity of BioMarin:



                                                                      (in thousands)
                                                                   
Balance at March 31, 2002 (unaudited)................................    $144,368
   Net assets of Glyko acquired......................................       1,688
   Transaction costs.................................................      (2,700)
   Issuance of BioMarin common stock to Glyko shareholders...........      61,558
   Cancellation of shares of BioMarin owned by Glyko.................     (61,558)
   Issuance of shares of BioMarin Series A Preferred Stock to Glyko..      61,558
   Elimination of Series A Preferred Stock upon consolidation........     (61,558)
                                                                         --------
Pro Forma Consolidated Balance at March 31, 2002 (unaudited).........    $143,356
                                                                         ========


                                      85



                     PRO FORMA CAPITALIZATION OF BIOMARIN

   The following table sets forth: (i) the actual capitalization of BioMarin as
at March 31, 2002; and (ii) the capitalization of BioMarin as at March 31,
2002, on an unaudited, as adjusted basis assuming the completion of this
transaction.



                                                                                          March 31, 2002
                                                                                      ------------------------
                                                                                        Actual     As adjusted
                                                                                       ---------   -----------
                                                                                      (unaudited, in thousands)
                                                                                             
Cash, cash equivalents and short term investments.................................... $ 114,798     $ 113,517
                                                                                       =========    =========
Long-term liabilities................................................................ $   3,503     $   3,503
                                                                                       =========    =========
Stockholders' equity:
   Common stock, $.001 par value, 75,000,000 shares authorized; 53,357,642 shares
     issued and outstanding, actual and 53,357,642 shares issued and outstanding, as
     adjusted........................................................................        53            53
   Additional paid-in capital........................................................   316,469       316,469
   Common stock warrants.............................................................     5,219         5,219
   Deferred compensation.............................................................      (490)         (490)
   Notes from stockholders...........................................................    (2,087)       (2,087)
   Foreign currency translation adjustment...........................................       (74)          (74)
   Deficit accumulated during development stage......................................  (174,722)     (175,734)
                                                                                       ---------    ---------
       Total stockholders' equity....................................................   144,368       143,356
                                                                                       ---------    ---------
       Total liabilities and stockholders' equity.................................... $ 157,306     $ 156,025
                                                                                       =========    =========


   The number of shares of BioMarin common stock in the actual and as adjusted
columns in the table above excludes:

  .   7,820,195 shares of BioMarin common stock issuable upon exercise of
      outstanding options issued under BioMarin's stock option plans at a
      weighted average exercise price of $11.31 per share at March 31, 2002;

  .   an additional 2,784,110 shares of common stock available for future
      issuance under BioMarin's stock option plans and employee stock purchase
      plan at March 31, 2002; and

  .   779,846 shares of BioMarin common stock issuable upon exercise of
      outstanding warrants at a weighted average exercise price of $13.35 per
      share as of March 31, 2002.

                                      86



                           THE ACQUISITION AGREEMENT

   The following summary of the Acquisition Agreement for a Plan of Arrangement
by and among BioMarin, BioMarin Nova Scotia and Glyko, dated as of February 6,
2002, as amended by the Amending Agreement dated as of May 16, 2002 and
attached as Annex A and Annex A-1, respectively to this Joint Proxy Circular
(collectively, the "Acquisition Agreement"), is qualified in its entirety by
reference to the complete text of the Acquisition Agreement which is
incorporated by reference into this Joint Proxy Circular.

Structure of the Arrangement

   Under the terms of the Acquisition Agreement, Glyko will enter into a Plan
of Arrangement under the Canada Business Corporations Act, as a result of which
BioMarin shall acquire each outstanding Glyko common share that is not held by
a holder who has exercised its dissenters' rights in exchange for 0.3309 of a
share of common stock of BioMarin. The terms of the Acquisition Agreement
contemplate the continuance of Glyko under the laws of British Columbia
following the effectiveness but prior to the actual implementation of the
arrangement.

Completion and Effectiveness of the Arrangement

   BioMarin and Glyko will complete the transaction after all of the conditions
to completion of the arrangement contained in the Acquisition Agreement,
including the continuance of Glyko under the laws of British Columbia, have
been satisfied or waived. The arrangement will become effective upon the
issuance of a certificate of arrangement, issued pursuant to subsection 192(7)
of the Canada Business Corporations Act after the articles of arrangement have
been filed.

   BioMarin and Glyko are working toward satisfying the conditions and
completing the arrangement as quickly as possible. BioMarin and Glyko currently
plan to complete the arrangement by the end of the second calendar quarter of
2002. Because the acquisition is subject to court approval and other
conditions, some of which are beyond BioMarin and Glyko's control, the exact
timing of completing the transaction cannot be predicted with certainty.
However, if the transaction has not been completed by August 30, 2002, either
party may terminate the Acquisition Agreement, provided that the terminating
party's own action or failure to act was not the principal cause of the failure
to complete the transaction by such date.

Exchange of Shares under the Arrangement

   At the implementation time of the arrangement, BioMarin Nova Scotia (a
wholly owned subsidiary of BioMarin) will acquire all of the outstanding common
shares of Glyko (other than those of dissenting Glyko shareholders who
ultimately receive from Glyko the fair value of their Glyko common shares), in
exchange for that portion of a share of BioMarin common stock equal to the
exchange ratio of 0.3309, subject to anti-dilution adjustment. In no event will
BioMarin Nova Scotia be required to transfer to the holders of Glyko common
shares more than 11,367,617 shares of BioMarin common stock in connection with
the rights of exchange provided for under the Acquisition Agreement. The
Acquisition Agreement provides that the exchange ratio shall be adjusted to
reflect appropriately the effect of any stock split, reverse stock split, stock
dividend, extraordinary cash dividend, reorganization, recapitalization,
reclassification, combination, exchange of shares or other like change with
respect to BioMarin common stock.

   Each option to purchase Glyko common shares under the Glyko stock option
plan which remains outstanding at the implementation time of the arrangement
shall be exchanged for an option to purchase such number of shares of BioMarin
common stock as are determined in accordance with the Acquisition Agreement and
the Plan of Arrangement.

                                      87



Fractional Shares

   No certificates representing fractional shares of BioMarin common stock
shall be issued upon the surrender for exchange of certificates representing
Glyko common shares. In lieu of any such fractional securities, each person
otherwise entitled to a fractional interest (after aggregating all fractional
shares of BioMarin common stock that otherwise would be received by such
holder) in a share of BioMarin common stock will be entitled to receive from
BioMarin Nova Scotia a cash payment (rounded to the nearest whole cent),
without interest, equal to the product of (i) such fraction, and (ii) the
average closing price of the shares of BioMarin common stock for the 20 most
recent days that BioMarin common stock has traded ending on the second trading
day immediately prior to the effective date of the arrangement, as reported on
Nasdaq.

Representations and Warranties of Glyko

   Glyko made a number of customary representations and warranties to BioMarin
in the Acquisition Agreement regarding aspects of its business, financial
condition, structure and other facts pertinent to the transaction. These
representations and warranties include representations and warranties, as of
February 6, 2002, on:

  .   the corporate organization and qualification to do business of Glyko;

  .   the articles of incorporation and bylaws of Glyko;

  .   Glyko's capitalization;

  .   authorization of the Acquisition Agreement by Glyko;

  .   the absence of conflicts in connection with Glyko's performance under the
      Acquisition Agreement;

  .   regulatory and third party approvals required by Glyko to complete the
      arrangement;

  .   the filing and consent obligations of Glyko under applicable laws in
      connection with the arrangement;

  .   compliance with applicable laws and certain contracts by Glyko;

  .   the absence of government investigation or review of Glyko;

  .   Glyko's filings and reports with Canadian securities regulatory
      authorities and the Toronto Stock Exchange;

  .   Glyko's financial statements;

  .   Glyko's books and records;

  .   Glyko's liabilities;

  .   changes in Glyko's business since December 31, 2000 and actions taken by
      Glyko since December 31, 2000;

  .   litigation involving Glyko;

  .   Glyko's employee benefit plans;

  .   Glyko's labor relations;

  .   the absence of restrictions on the conduct of Glyko's business;

  .   title to the properties Glyko owns and validity of Glyko's leases;

  .   tax matters pertaining to Glyko;

  .   environmental matters pertaining to Glyko;

  .   payments required to be made by Glyko to brokers and agents in connection
      with the arrangement;

                                      88



  .   intellectual property matters pertaining to Glyko;

  .   Glyko's material contracts and commitments;

  .   Glyko's insurance coverage;

  .   the fairness opinion received by Glyko from TD Securities;

  .   approvals and recommendations by the Glyko board of directors in
      connection with the arrangement;

  .   the vote of Glyko shareholders required to adopt and approve the
      Acquisition Agreement and approve the arrangement and related
      transactions;

  .   the minute books of Glyko;

  .   the indemnification obligations of Glyko's directors, officers, agents or
      employees;

  .   the absence of any change of control payments becoming payable due to the
      arrangement; and

  .   interested party transactions of Glyko's directors and officers.

   Many of the representations and warranties are qualified by thresholds of
materiality or to a level of a material adverse effect, and all such
representations and warranties expire upon completion of the arrangement.

   The representations and warranties contained in the Acquisition Agreement
are complicated and not easily summarized. You are urged to carefully read
Article 2 of the Acquisition Agreement entitled "Representations and Warranties
of Glyko."

Representations and Warranties of BioMarin and BioMarin Nova Scotia

   BioMarin and BioMarin Nova Scotia have made a number of customary
representations and warranties to Glyko in the Acquisition Agreement regarding
aspects of BioMarin's business, financial condition, structure and other facts
pertinent to the transaction. These representations and warranties include
representations and warranties, as of February 6, 2002, on:

  .   the corporate organization and qualification to do business of BioMarin
      and its subsidiaries;

  .   the articles of incorporation and bylaws of BioMarin and its subsidiaries;

  .   BioMarin's capitalization;

  .   BioMarin's subsidiaries;

  .   the absence of conflicts in connection with BioMarin's and BioMarin Nova
      Scotia's obligations under the Acquisition Agreement;

  .   authorization of the Acquisition Agreement by BioMarin and BioMarin Nova
      Scotia;

  .   BioMarin's filings and reports with the U.S. Securities and Exchange
      Commission;

  .   BioMarin's financial statements;

  .   BioMarin's liabilities;

  .   the validity of BioMarin's issuance of common stock;

  .   listing of BioMarin's common stock on Nasdaq and on the SWX Swiss
      Exchange;

  .   litigation involving BioMarin and its subsidiaries;

  .   changes in BioMarin's business since December 31, 2000 and actions taken
      by BioMarin since December 31, 2000;

  .   environmental matters and compliance of BioMarin;

                                      89



  .   regulatory and third party approvals required by BioMarin and BioMarin
      Nova Scotia to complete the acquisition;

  .   the filing and consent obligations of BioMarin under applicable laws and
      certain contracts in connection with the acquisition;

  .   compliance with applicable laws and certain contracts by BioMarin and its
      subsidiaries;

  .   tax matters pertaining to BioMarin and its subsidiaries;

  .   the vote of BioMarin stockholders required to approve the transaction,
      including the issuance of BioMarin common stock in connection with the
      arrangement;

  .   payments required to be made by BioMarin to brokers and agents in
      connection with the arrangement;

  .   intellectual property matters pertaining to BioMarin and its subsidiaries;

  .   the opinion received by BioMarin from UBS Warburg; and

  .   approvals and recommendations by BioMarin's board of directors in
      connection with the arrangement.

   Many of the representations and warranties are qualified by thresholds of
materiality or to a level of a material adverse effect, and all such
representations and warranties expire upon completion of the arrangement.

   The representations and warranties contained in the Acquisition Agreement
are complicated and not easily summarized. You are urged to carefully read
Article 3 of the Acquisition Agreement entitled "Representations and Warranties
of BioMarin and BioMarin Nova Scotia."

Glyko's Conduct of Business Before Completion of the Arrangement

   Under the terms of the Acquisition Agreement Glyko agreed that, until the
earlier of the completion of the arrangement or termination of the Acquisition
Agreement, Glyko, except to the extent BioMarin consents in writing, will:

  .   carry on its business in the ordinary course, consistent with past
      practice and in compliance with applicable laws in all material respects;

  .   pay or perform its material obligations when due;

  .   preserve intact its present business organization;

  .   keep available the services of its present officers and employees;

  .   preserve its relationships and goodwill with all persons with whom it has
      business relationships;

  .   cause its officers to report regularly to BioMarin concerning the status
      of Glyko's business;

  .   maintain its books of account in the usual manner in accordance with
      Canadian generally accepted accounting principles; and

  .   provide BioMarin and its representatives access during normal business
      hours to Glyko's representatives, personnel, books and records.

   Under the terms of the Acquisition Agreement, Glyko also agreed that,
subject to certain exceptions, until the earlier of the completion of the
arrangement or termination of the Acquisition Agreement, or unless BioMarin
consents in writing, Glyko will comply with certain specific restrictions
relating to the operation of its business, including restrictions relating to
the following:

  .   declaring or paying dividends or other distributions on shares of Glyko;

  .   purchasing, redeeming or otherwise acquiring shares of Glyko;

                                      90



  .   issuing shares of Glyko or securities convertible into shares of Glyko;

  .   changes with respect to Glyko's stock option plan or any options
      thereunder;

  .   granting or amending severance and termination payments;

  .   modifying the articles of incorporation or bylaws of Glyko;

  .   reorganizing or merging Glyko, other than in connection with the
      Acquisition Agreement;

  .   acquiring any interest in any entity;

  .   selling, leasing, licensing or disposing of assets;

  .   making capital expenditures above $25,000 in the aggregate;

  .   granting loans or purchasing equity interests in other persons;

  .   incurring indebtedness;

  .   adopting or amending employee benefit plans or bonus plans;

  .   increasing the amount of remuneration payable to directors, officers or
      employees;

  .   commencing or settling litigation or liabilities;

  .   modifying material contracts or waiving material rights under material
      contracts other than in the ordinary course of business;

  .   changing accounting policies and procedures;

  .   making certain tax elections; and

  .   entering into any material transaction or taking any other material
      action outside the ordinary course of business or inconsistent with past
      practices based on Glyko's operating history since June 30, 2000.

   The agreements related to the conduct of Glyko's business (prior to the
effective time of the arrangement) in the Acquisition Agreement are complicated
and not easily summarized. You are urged to carefully read Article 4 of the
Acquisition Agreement entitled "Conduct Prior to the Effective Time."

Glyko Shareholder Approval and BioMarin Stockholder Approval

   In connection with obtaining Glyko shareholder approval and BioMarin
stockholder approval, each of BioMarin and Glyko agreed to provide to the other
such information concerning its business, financial and other affairs as was
required for inclusion in this Joint Proxy Circular. BioMarin and Glyko agreed
to cooperate in all respects to ensure that all information provided for
inclusion in this Joint Proxy Circular is true, and that all filings required
to be made pursuant to the requirements of the Canada Business Corporations
Act, the interim order of the Superior Court of Justice (Ontario), applicable
Canadian securities legislation, the Toronto Stock Exchange and any other
Canadian, U.S. or other laws are filed in accordance with such laws.

   You are urged to read carefully Article 5 of the Acquisition Agreement
entitled "Glyko Shareholder Approval and BioMarin Stockholder Approval" to
understand more fully the provisions contained therein.

Material Covenants

  Confidentiality and Access to Information

   The terms of the Acquisition Agreement incorporate by reference a previously
executed mutual confidentiality agreement, dated as of January 10, 2002. In the
event of an inconsistency in the terms and conditions of the Acquisition
Agreement and the terms and conditions of the confidentiality agreement, the
Acquisition Agreement prevails.

                                      91



  Solicitations by Glyko

   Under the terms of the Acquisition Agreement, Glyko agreed to cease and
terminate, as of the date of the Acquisition Agreement, any and all existing
discussions with any parties other than BioMarin with respect to any
Acquisition Proposal.

   Under the terms of the Acquisition Agreement, an Acquisition Proposal is any
offer or proposal relating to any Acquisition Transaction. An Acquisition
Transaction is any transaction or series of related transactions involving any
of the following:

  .   any merger, consolidation, amalgamation, share exchange, business
      combination, issuance of securities, acquisition of securities, tender
      offer, exchange offer or other similar transaction involving Glyko or the
      acquisition or purchase from Glyko by any person or group of more than
      20% of any class of voting securities of Glyko;

  .   any sale, lease, exchange, transfer, license, acquisition or other
      disposition of more than 20% of the assets of Glyko; or

  .   any liquidation or dissolution of Glyko.

   Until the acquisition is completed or the Acquisition Agreement is
terminated, under the terms of the Acquisition Agreement, Glyko further agreed
that it will not (nor will it authorize or permit any of its officers,
directors or employees, or any of its investment bankers, attorneys or other
advisors or representatives to):

  .   solicit, initiate, knowingly encourage, induce or otherwise knowingly
      facilitate any Acquisition Proposal or any inquiries or proposals
      relating to an Acquisition Proposal;

  .   furnish any confidential information regarding Glyko to any person in
      connection with or in response to an Acquisition Proposal;

  .   engage in discussions or negotiations with any person with respect to any
      Acquisition Proposal;

  .   approve, endorse or recommend any Acquisition Proposal; or

  .   enter into any letter of intent or similar document or any contract
      contemplating or otherwise relating to any Acquisition Transaction.

   Prior to the adoption and approval of the arrangement by the Glyko
shareholders, Glyko and its representatives are not prohibited by (and shall
not be considered to have violated) the above-mentioned provisions from (i)
furnishing nonpublic information regarding Glyko to any person in response to
an Acquisition Proposal that is submitted by such person (and not withdrawn),
or (ii) entering into discussions with any person in response to an Acquisition
Proposal that is submitted by such person (and not withdrawn), if (1) in the
case of (i), the board of directors of Glyko has first made a good faith
determination that the furnishing of such nonpublic information to such person
is reasonably likely to lead to the submission of a Superior Offer from such
person, (2) neither Glyko nor any representative of Glyko shall have violated
any of the restrictions set forth above, (3) the board of directors of Glyko
concludes in good faith, based upon the advice of its outside legal counsel,
that the failure to take such action is inconsistent with its fiduciary
obligations under applicable law, (4) prior to furnishing any such nonpublic
information to, or entering into discussions with, such person, Glyko gives
BioMarin written notice of the identity of such person and of Glyko's intention
to furnish nonpublic information to, or enter into discussions with, such
person, and Glyko receives from such person an executed confidentiality
agreement containing customary limitations on the use and disclosure of all
nonpublic written and oral information furnished to such person by or on behalf
of Glyko and following which, Glyko keeps BioMarin fully informed with respect
to the status of any such Acquisition Proposal and any modification or proposed
modification thereto, and (5) prior to furnishing any such nonpublic
information to such person, Glyko furnishes such nonpublic information to
BioMarin (to the extent such nonpublic information has not been previously
furnished by Glyko to BioMarin).

                                      92



   Under the terms of the Acquisition Agreement, a Superior Offer is an
unsolicited, bona fide written offer made by a third party (other than BioMarin
or its affiliates) which, if consummated, would result in such third party
acquiring, directly or indirectly, securities representing more than 50% of the
voting power of the shares of Glyko or the resulting entity of such transaction
or all or substantially all of the assets of Glyko, in each case on terms which
the board of directors of Glyko reasonably determines (following receipt of
advice from its financial advisors of nationally recognized reputation and
outside counsel) to be more favorable to Glyko's shareholders than the terms of
the arrangement.

Conditions to Completion of the Arrangement

   The obligations of BioMarin and Glyko to complete the arrangement and the
other transactions contemplated by the Acquisition Agreement are subject to the
satisfaction at or prior to the closing date of the arrangement of each of the
following conditions:

  .   the arrangement and the continuance under the laws of British Columbia
      must have been approved by the requisite vote of holders of Glyko common
      shares and in accordance with any additional conditions which may be
      imposed by the interim order of the Superior Court of Justice (Ontario);

  .   the arrangement including, without limitation, the issuance of shares of
      BioMarin common stock in connection with the arrangement must have been
      approved by the requisite vote of stockholders of BioMarin;

  .   the interim order and the final order of the Superior Court of Justice
      (Ontario) with respect to the arrangement shall each have been obtained
      in form and on terms satisfactory to Glyko and BioMarin;

  .   upon receipt of the interim order and the final order of the Superior
      Court of Justice (Ontario), no shares of BioMarin common stock to be
      issued at the effective time of the arrangement will require registration
      pursuant to the United States Securities Act of 1933;

  .   the requisite discretionary orders of the securities regulatory
      authorities exempting certain trades contemplated by the Plan of
      Arrangement from the registration and prospectus requirements of
      applicable Canadian securities legislation shall have been obtained;

  .   the shares of BioMarin common stock to be issued under the arrangement
      shall have been authorized for listing on Nasdaq;

  .   BioMarin, its subsidiaries and Glyko shall have obtained all approvals,
      waivers and consents from each governmental entity, the failure of which
      would cause consummation of the arrangement to be prohibited;

  .   no governmental body shall have enacted, issued, enforced or entered any
      statute, rule, regulation, executive order, decree, judgment or other
      order which has the effect of restraining or prohibiting consummation of
      the transactions contemplated by the Acquisition Agreement or of making
      the arrangement illegal; and

  .   no legal proceeding shall be pending or threatened in which a
      governmental body is or is threatened to become a party or is otherwise
      involved, and neither BioMarin nor Glyko shall have received any
      communication from any governmental body in which the governmental body
      indicated the possibility of commencing a legal proceeding or taking any
      other action (i) challenging or seeking to restrain or prohibit the
      consummation of the arrangement or any of the other transactions
      contemplated by the Acquisition Agreement; (ii) relating to the
      arrangement and seeking to obtain from BioMarin or any of its
      subsidiaries, or Glyko, any damages or other relief that may be material
      to BioMarin; (iii) seeking to prohibit or limit in any material respect
      BioMarin's ability to vote, receive dividends with respect to or
      otherwise exercise ownership rights with respect to the stock of Glyko;
      or (iv) which would materially and adversely affect the right of BioMarin
      or of Glyko to own the assets or operate the business of Glyko.

                                      93



   Glyko's obligations to complete the arrangement and the other transactions
contemplated by the Acquisition Agreement are subject to the satisfaction or
waiver, in writing, of each of the following additional conditions:

  .   each of BioMarin's and BioMarin Nova Scotia's representations and
      warranties shall have been true and correct in all material respects as
      of the date of the Acquisition Agreement, and shall be true and correct
      in all material respects on and as of the date the arrangement is to be
      completed as if made on such date (except to the extent made only as of a
      particular date, in which case they must be true and correct only as of
      that date);

  .   BioMarin and BioMarin Nova Scotia shall have performed or complied in all
      material respects with all of their agreements and covenants required by
      the Acquisition Agreement to be performed or complied with by BioMarin
      and BioMarin Nova Scotia;

  .   there shall have occurred no material adverse change with respect to
      BioMarin since the date of the Acquisition Agreement;

  .   Glyko shall have received a certificate executed on behalf of BioMarin by
      its Chief Executive Officer confirming satisfaction of these above listed
      conditions; and

  .   Glyko shall have received an opinion of U.S. counsel and Canadian counsel
      to BioMarin satisfactory to Glyko.

   BioMarin's obligations to complete the arrangement and the other
transactions contemplated by the Acquisition Agreement are subject to the
satisfaction or waiver, in writing, of each of the following additional
conditions:

  .   each of Glyko's representations and warranties shall have been true and
      correct in all material respects as of the date of the Acquisition
      Agreement, and shall continue to be true and correct in all material
      respects on and as of the date the arrangement is to be completed as if
      made on such date (except to the extent made only as of a particular
      date, in which case they must be true and correct only as of that date);

  .   Glyko shall have performed or complied in all material respects with all
      of its agreements and covenants required by the Acquisition Agreement to
      be performed or complied with by Glyko;

  .   the holders of no more than one percent in the aggregate of the issued
      and outstanding Glyko common shares shall have exercised and not
      withdrawn their dissent rights with respect to the arrangement or the
      continuance;

  .   there shall have occurred no material adverse change with respect to
      Glyko since the date of the Acquisition Agreement;

  .   BioMarin shall have received a certificate executed on behalf of Glyko by
      its Chairman confirming satisfaction of these above listed conditions;

  .   BioMarin shall have received the written resignations of all directors
      and officers of Glyko, effective as of the effective time of the
      arrangement; and

  .   BioMarin shall have received an opinion of U.S. counsel and Canadian
      counsel to Glyko reasonably satisfactory to BioMarin.

   Some of the conditions to completion of the arrangement may be waived by the
party entitled to assert the benefit of the condition. Neither BioMarin nor
Glyko intends to solicit shareholder approval of the transaction based on a
waived condition, unless its board of directors determines in good faith that
the waiver of such condition is sufficiently material as to warrant seeking
further shareholder approval.

                                      94



Termination of the Acquisition Agreement

   The Acquisition Agreement may be terminated at any time prior to completion
of the arrangement, whether before or after the requisite approval of the
shareholders of Glyko or stockholders of BioMarin:

  .   by mutual written consent duly authorized by the boards of directors of
      BioMarin and Glyko;

  .   by either BioMarin or Glyko, if the arrangement is not completed by
      August 30, 2002 for any reason, provided that either party's right to
      terminate the Acquisition Agreement under this provision will not be
      available to any party whose action or failure to act has been a
      principal cause of or resulted in the failure of the arrangement to occur
      on or before that date, and such action or failure to act constitutes a
      breach of the Acquisition Agreement;

  .   by either BioMarin or Glyko, if a governmental body has issued an order,
      decree or ruling or taken any other action, which permanently restrains,
      enjoins or otherwise prohibits the arrangement and which is final and
      non-appealable;

  .   by either BioMarin or Glyko, if Glyko's shareholders fail to approve the
      Glyko arrangement resolution or the Glyko continuance resolution at the
      Glyko shareholders meeting or at any adjournment or postponement of that
      meeting;

  .   by either BioMarin or Glyko, if BioMarin's stockholders fail to approve
      the arrangement, including the issuance of BioMarin common stock, at the
      BioMarin stockholders meeting or at any adjournment or postponement of
      that meeting;

  .   by Glyko, upon a material breach of any representation, warranty,
      covenant or agreement on the part of BioMarin or BioMarin Nova Scotia in
      the Acquisition Agreement, or if any of BioMarin's or BioMarin Nova
      Scotia's representations or warranties become untrue such that the
      condition to Glyko's obligation to complete the arrangement relating to
      the continued accuracy of BioMarin's or BioMarin Nova Scotia's
      representations and warranties would not be satisfied. However, if the
      breach or inaccuracy is curable by BioMarin or BioMarin Nova Scotia
      through the exercise of its commercially reasonable efforts, and BioMarin
      continues to exercise such commercially reasonable efforts to cure the
      breach, Glyko may not terminate the Acquisition Agreement for 30 days
      after delivery of written notice to BioMarin of the breach. If the breach
      or inaccuracy is cured during those 30 days, Glyko may not terminate the
      Acquisition Agreement under this provision;

  .   by BioMarin, upon a material breach of any representation, warranty,
      covenant or agreement on the part of Glyko set forth in the Acquisition
      Agreement, or if any of Glyko's representations or warranties become
      untrue such that the condition to BioMarin's obligation to complete the
      arrangement relating to the continued accuracy of Glyko's representations
      and warranties would not be satisfied. However, if the breach or
      inaccuracy is curable by Glyko through the exercise of its commercially
      reasonable efforts, and Glyko continues to exercise such commercially
      reasonable efforts to cure the breach, BioMarin may not terminate the
      Acquisition Agreement for 30 days after delivery of written notice to
      Glyko of the breach. If the breach or inaccuracy is cured during those 30
      days, BioMarin may not terminate the Acquisition Agreement under this
      provision; and

  .   by BioMarin, if Glyko has breached the provisions of Section 6.2 of the
      Acquisition Agreement that prohibit the solicitation of, and restrict
      (subject to certain exceptions) discussions and negotiations with respect
      to, Acquisition Proposals.

Payment of Termination Fee

   Under the terms of the Acquisition Agreement, Glyko must pay BioMarin a
termination fee of $1.0 million within two business days after written demand
by BioMarin, if the Acquisition Agreement is terminated by BioMarin because of
a material breach of any representation, warranty, covenant or agreement of
Glyko as described in Section 8.1(g) of the Acquisition Agreement. Glyko must
also pay BioMarin the termination fee of

                                      95



$1.0 million upon termination of the Acquisition Agreement by BioMarin or Glyko
if the Glyko shareholders do not approve either the arrangement or the
continuance and (i) an Acquisition Proposal has been publicly announced or
otherwise communicated to the Glyko board of directors or the Glyko
shareholders prior to the date of the special meeting of the Glyko
shareholders, and (ii) Glyko enters into a definitive agreement with respect to
an Acquisition Transaction prior to the expiration of six months after
termination of the Acquisition Agreement, and, in the case of an Acquisition
Transaction relating to, among other things, any merger, consolidation,
amalgamation, business combination or sale of the assets or outstanding
securities of any class of voting securities of Glyko, such transaction results
in person(s) directly or indirectly acquiring more than 50% of the assets or
outstanding securities of Glyko.

   In addition, BioMarin must pay Glyko a termination fee of $1.0 million
within two business days after a written demand by Glyko, if the Acquisition
Agreement is terminated by Glyko because of a material breach of any
representation, warranty, covenant or agreement of BioMarin as described in
Section 8.1(f) of the Acquisition Agreement.

Extension, Waiver and Amendment of the Acquisition Agreement

   BioMarin and Glyko, with the approval of their respective boards of
directors, may amend the Acquisition Agreement at any time whether before or
after the approval of the arrangement by the shareholders of Glyko or
stockholders of BioMarin. However, after any such approval of the arrangement
by the stockholders of BioMarin or shareholders of Glyko, no amendment shall be
made which by law requires further approval of the stockholders of BioMarin or
shareholders of Glyko, as the case may be, without such approval.

   Prior to completion of the arrangement, either BioMarin or Glyko may, to the
extent legally permitted, extend the other party's time for the performance of
any of the obligations or other acts under the Acquisition Agreement, waive any
inaccuracies in the other's representations and warranties and waive compliance
by the other party with any of the agreements or conditions for the benefit of
such party contained in the Acquisition Agreement. Such extensions and waivers
must be set forth in a written instrument signed by the party granting such
extension or waiver.

Expenses

   Except with respect to the termination fee described above, all fees and
expenses incurred in connection with the Acquisition Agreement and the
transactions contemplated thereby will be paid by the party incurring such
expenses whether or not the arrangement is consummated.

                                      96



                             TRANSACTION MECHANICS

   The following is a summary of the Plan of Arrangement. Glyko shareholders
and BioMarin stockholders are urged to read the Plan of Arrangement in its
entirety. The Plan of Arrangement is attached to this Joint Proxy Circular as
Annex B.

The Arrangement

   Pursuant to the terms of the Plan of Arrangement, at the implementation time
of the arrangement, the following events will occur:

    1. Each outstanding Glyko common share held by a Glyko shareholder, other
       than Glyko common shares in respect of which the holder has exercised
       dissent rights and is ultimately entitled to be paid the fair value,
       shall be transferred to BioMarin Nova Scotia in exchange for 0.3309 of a
       share of BioMarin common stock.

    2. Each Glyko option will be exchanged for an option to purchase that
       number of shares of BioMarin common stock equal to the product of 0.3309
       and the number of Glyko common shares subject to such Glyko option,
       whether exercisable or unexercisable, immediately prior to the
       implementation time of the arrangement, rounded down to the nearest
       whole number of shares. The replacement option will provide for an
       exercise price per share of BioMarin common stock equal to the U.S.
       dollar equivalent of the per share exercise price of each Glyko option
       divided by 0.3309, rounded down to the nearest whole cent. The term and
       vesting schedule of such replacement option shall be equivalent to those
       of the Glyko option it replaces.

   Subject to the provisions of the Plan of Arrangement allowing for adjustment
of the exchange ratio for anti-dilution purposes upon the occurrence of certain
events, the maximum number of shares of BioMarin common stock issuable in
connection with the exchange of Glyko common shares for BioMarin common stock
shall be 11,367,617.

The Continuance

   Immediately following the effectiveness of the arrangement but prior to the
implementation of its terms, Glyko will be continued under the laws of British
Columbia. The continuance will not proceed unless both the arrangement
resolution and the continuance resolution are passed by the requisite majority
of Glyko shareholders.

Share Certificates

   Promptly after the implementation time of the arrangement, BioMarin shall
cause BioMarin Nova Scotia to deposit with Computershare Trust Company of
Canada certificates representing the BioMarin common stock issued pursuant to
the Plan of Arrangement in exchange for the Glyko common shares together with
cash in an amount sufficient for payment in lieu of fractional shares. Upon
surrender to Computershare Trust Company of Canada for cancellation of a
certificate which, immediately prior to the implementation time of the
arrangement, represented one or more Glyko common shares that were exchanged
for BioMarin common stock under the arrangement, together with other required
documents, a Glyko shareholder will be entitled to receive a certificate
representing that number of shares of BioMarin common stock which such Glyko
shareholder has the right to receive.

   In the event of a transfer of ownership of Glyko common shares prior to the
implementation time of the arrangement that is not registered in the transfer
records of Glyko, a certificate representing the proper number of shares of
BioMarin common stock may be issued to the transferee if the certificate
representing such Glyko common shares is presented to Computershare Trust
Company of Canada, accompanied by all documents required to evidence such
transfer.

                                      97



   Until Glyko common share certificates are surrendered as contemplated in the
Plan of Arrangement, each Glyko common share held after the implementation time
shall represent only the right to receive, upon such surrender, the
certificates representing shares of BioMarin common stock, the cash payments in
lieu of any fractional shares and any dividends or distributions payable on the
shares of BioMarin common stock. No dividends or distributions declared or made
after the implementation time of the arrangement shall be paid to the holder of
Glyko common shares until the holder of such certificates surrenders the
certificates to Computershare Trust Company of Canada.

   Any certificates formerly representing Glyko common shares that, following
the effective date of the arrangement, are not deposited with Computershare
Trust Company of Canada, together with a duly executed letter of transmittal,
within six years after the effective date of the arrangement, shall cease to
represent a right or claim of any kind.

   In addition, as soon as practicable after the effective date of the
arrangement, the holders of outstanding Glyko options shall be provided with
documentation evidencing replacement options to acquire common stock of
BioMarin.

   Glyko shareholders are advised to review carefully the information contained
in the letter of transmittal accompanying this Joint Policy Circular and the
instructions included therein for a more detailed description of the procedures
to be followed by Glyko shareholders in order to obtain certificates
representing the shares of BioMarin common stock issuable under the arrangement.

Fractional Shares

   No fractional shares of BioMarin common stock will be issued pursuant to the
arrangement. Furthermore, no dividend, stock split or other change in the
capital structure of BioMarin shall relate to any such fraction and any
fractional interests shall not entitle the owner to vote or to exercise any
rights as a shareholder of BioMarin. In lieu of any such fractional shares,
each Glyko shareholder otherwise entitled to a fractional interest in a share
of BioMarin common stock shall, upon surrender of such holder's certificates
representing Glyko common shares, receive from BioMarin Nova Scotia a cash
payment (rounded to the nearest whole cent), without interest, equal to the
product of such fraction (or, at the option of BioMarin Nova Scotia, the
Canadian dollar equivalent of such product) and the average closing price of
shares of BioMarin common stock as quoted on Nasdaq during the period of 20
consecutive trading days ending on the second trading day immediately preceding
the effective date of the arrangement.

Rights of Dissent

   Glyko common shareholders may, in connection with the arrangement, exercise
rights of dissent with respect to such shares pursuant to and in the manner set
forth in Section 190 of the Canada Business Corporations Act. Those Glyko
common shareholders who exercise their dissent rights and are determined to be
entitled to be paid the fair value of their Glyko common shares, shall be
deemed to have transferred such Glyko common shares to Glyko without further
act or formality and free of all liens and encumbrances and such shares shall
be cancelled at the implementation time of the arrangement. Any Glyko common
shareholders who exercise dissent rights and are determined to be entitled to
be paid fair value for their Glyko common shares shall be paid solely from the
assets of Glyko.

Withholding Rights

   Each of Glyko, BioMarin Nova Scotia and Computershare Trust Company of
Canada shall be entitled to deduct and withhold from the consideration payable
such amount as may be required by law under the Income Tax Act (Canada), the
United States Code or under any other provision of United States or Canadian
federal, state, provincial, regional, local or foreign tax law. Where such
amounts are deducted or withheld, such amounts

                                      98



shall be treated for all purposes under the arrangement as having been paid to
the holder of the shares, provided that such amounts are actually remitted to
the appropriate taxing authority and the holder is provided with a receipt
evidencing such remittance.

   The terms and conditions contained in the Plan of Arrangement are
complicated and not easily summarized. You are urged to carefully read the Plan
of Arrangement attached as Annex B in its entirety to gain a more complete
understanding of its terms.

                                      99



                            BIOMARIN CAPITAL STOCK

   BioMarin's certificate of incorporation authorizes 1,000,000 shares of
preferred stock, and 75,000,000 shares of common stock. The only equity
securities currently outstanding are shares of common stock. As of           ,
2002, there were approximately [53,357,644] shares of BioMarin common stock
issued and outstanding. The following description is only a summary and is
qualified by reference to the complete text set forth in BioMarin's certificate
of incorporation.

BioMarin Preferred Stock

   Shares of BioMarin preferred stock have a par value of $0.001 per share. The
BioMarin board of directors is authorized to provide for the issuance of shares
of preferred stock in one or more series, and to establish from time to time
the number of shares to be included in each such series, to fix the
designation, powers, preferences and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof. BioMarin currently
intends that the shares of Series A Preferred Stock of BioMarin to be
transferred to Glyko following the completion of the transaction in exchange
for the 11,367,617 shares of BioMarin common stock owned by Glyko shall be
redeemable, retractable, non-voting, non-convertible, and entitled to receive
non-cumulative dividends as and when declared by the BioMarin board of
directors at a rate of 5% per annum.

BioMarin Common Stock

   Shares of BioMarin common stock have a par value of $0.001 per share. The
holders of BioMarin common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of stockholders. The holders of
BioMarin common stock are entitled to receive such dividends as may be declared
by the BioMarin board of directors out of funds legally available therefor and
are entitled upon any liquidation, dissolution or winding-up of BioMarin to
receive ratably the net assets of BioMarin available for distribution. No
pre-emptive rights, conversion rights, redemption rights or sinking fund
provisions are applicable to the BioMarin common stock.

                              GLYKO SHARE CAPITAL

   Glyko's authorized capital is comprised of an unlimited number of common
shares and an unlimited number of preference shares, issuable in series. As of
          , 2002, [34,352,823] Glyko common shares, options to acquire an
additional 81,397 Glyko common shares and no preference shares were issued and
outstanding. The following description is only a summary and is qualified by
reference to the complete text set forth in Glyko's articles of incorporation.

Common Shares

   Each Glyko common share entitles the holder thereof to receive notice of and
to attend meetings of Glyko's shareholders, and to one vote with the exception
of meetings where only the holders of another class or series of shares are
entitled to vote. Holders of Glyko common shares are entitled to receive any
dividends declared on such shares by Glyko's board of directors and to
participate in the distribution of Glyko's residual assets in the event of
liquidation or dissolution of Glyko or other distribution of Glyko's assets.

Preference Shares

   Glyko preference shares may be issued from time to time in one or more
series, each series comprising the number of shares, designation, rights,
privileges, restrictions and conditions which the board of directors of Glyko
determines by resolution. Any Glyko preference shares would rank prior to the
Glyko common shares with respect to payment of dividends and distributions in
the event of the liquidation, dissolution or winding-up of Glyko, whether
voluntary or involuntary. The holders of Glyko preference shares as a class
would not be entitled to receive notice of, to attend, or to vote at any
meetings of the shareholders of Glyko except upon a

                                      100



proposal to: (i) increase or decrease any maximum number of authorized
preference shares or increase any maximum number of authorized shares of any
class of shares having rights or privileges equal or superior to the preference
shares; (ii) effect an exchange, reclassification or cancellation of all or
part of the preference shares equal to or superior to the preference shares; or
(iii) create a new class of shares equal to or superior to the preference
shares.

                      THE COMPANIES AFTER THE TRANSACTION

General

   Upon completion of the transaction, Glyko will become a wholly-owned
subsidiary of BioMarin Nova Scotia. BioMarin Nova Scotia will continue to exist
as a wholly-owned subsidiary of BioMarin Acquisition (Del.) Inc., a Delaware
corporation and a wholly-owned subsidiary of BioMarin. BioMarin's principal
executive office will continue to be located at 371 Bel Marin Keys Boulevard,
Suite 210, Novato, California 94949 (telephone number (415) 884-6700). After
the consummation of the arrangement, BioMarin will indirectly own all of the
securities of Glyko, which will become a corporation governed by the Company
Act (British Columbia).

Directors and Officers

   The directors and officers of BioMarin and BioMarin Nova Scotia,
respectively, will not change as a result of the transaction.

Pro Forma Security Ownership of Certain Beneficial Owners

   The following table sets forth certain information on a pro forma basis with
respect to the beneficial ownership of BioMarin's common stock immediately
following the completion of the transaction as to (i) each person, or group of
affiliated persons, who is known by BioMarin to own beneficially more than 5%
of BioMarin's common stock; (ii) each of BioMarin's directors; and (iii) all of
BioMarin's directors and current executive officers as a group.

   Except as otherwise noted, the persons or entities in this table have sole
voting and investing power with respect to all the shares of BioMarin's common
stock beneficially owned by them subject to community property laws, where
applicable. The information with respect to each person specified is as
supplied or confirmed by such person, based upon statements filed with the U.S.
Securities and Exchange Commission or based upon the actual knowledge of
BioMarin.



                                                    Number of Shares      Number of Shares     Percentage of
            Name of Beneficial Owner              Beneficially Owned(1) Subject To Options(2) Common Stock(3)
            ------------------------              --------------------- --------------------- ---------------
                                                                                     
Franklin Resources Inc...........................       3,246,245                     0             6.0%
Fredric D. Price.................................         326,066               309,399               *
Franz L. Cristiani...............................               0                     0              --
Phyllis I. Gardner, M.D..........................          10,000                10,000               *
Erich Sager......................................       1,149,153               122,886             2.1%
Vijay B. Samant..................................               0                     0              --
Gwynn R. Williams................................       1,011,315                68,750               *
All current executive officers and directors as a
  group (8 persons)..............................       3,438,464             1,069,950            [6.0%]

--------
 *  Represents less than 1% of BioMarin's outstanding common stock.

(1) The "Number of Shares Beneficially Owned" column is based on shares of
    common stock outstanding at           , 2002. Shares of common stock
    subject to options or warrants that are exercisable within 60 days of
              , 2002 (the "Number of Shares Beneficially Owned") are deemed to
    be outstanding and to be beneficially owned by the person holding the
    options or warrants for the purpose of computing the percentage ownership
    of the person but are not treated as outstanding for the purpose of
    computing the percentage ownership of any other person.

                                      101



(2) The "Number of Shares Subject to Options" enumerates for each 5%
    stockholder, director and current executive officer and for all officers
    and directors in the aggregate, the shares of common stock subject to
    options exercisable within 60 days of           , 2002. These shares are in
    the calculation of the "Number of Shares Beneficially Owned."

(3) Based on the projected number of shares of BioMarin's common stock that
    would be outstanding after taking into account: (i) the number of shares of
    BioMarin common stock to be issued pursuant to the transaction; and (ii)
    the cancellation of shares of BioMarin common stock currently held by Glyko
    in exchange for shares of BioMarin preferred stock to be issued to Glyko in
    exchange therefor.

Dividend Policy

   BioMarin has not paid or declared dividends on its shares and does not
anticipate paying dividends in the foreseeable future.

Independent Auditors

   Effective on June 11, 2002, KPMG LLP, was appointed to serve as independent
auditors of BioMarin and its subsidiaries.

Transfer Agent and Registrar

   It is anticipated that Mellon Investor Services LLC will continue as
BioMarin's transfer agent and registrar for the BioMarin common stock in the
United States after the completion of the arrangement.

                                      102



                             BUSINESS OF BIOMARIN

Overview

   BioMarin develops enzyme therapies to treat serious, life-threatening
diseases and conditions. BioMarin leverages its expertise in enzyme biology to
develop product candidates for the treatment of genetic diseases, including MPS
I, MPS VI and PKU, as well as other critical care situations such as
cardiovascular surgery and serious burns. BioMarin's product candidates address
markets for which no products are currently available or where current products
have been associated with major deficiencies. BioMarin focuses on conditions
with well-defined patient populations, including genetic diseases, which
require chronic therapy.

   BioMarin's lead product candidate, Aldurazyme(TM), which recently completed
a Phase 3 trial, 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 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 discussed under
"--Government Regulation." BioMarin is developing Aldurazyme through a joint
venture with Genzyme Corporation. In collaboration with Genzyme, BioMarin
completed a double-blinded, placebo-controlled Phase 3 clinical trial of
Aldurazyme in August 2001. On November 2, 2001, BioMarin announced positive
results from this trial. On April 1, 2002, BioMarin announced that together
with its joint venture partner, Genzyme, BioMarin has filed with European
regulatory authorities for approval to market Aldurazyme. The joint venture
submitted a Marketing Authorization Application (MAA) to the European Medicines
Evaluation Agency (European Union) (or EMEA) on March 1, 2002. The EMEA has
accepted BioMarin's 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 BioMarin 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. BioMarin anticipates a response from the FDA regarding the application
to market Aldurazyme in the United States during the first half of 2003.

   BioMarin is developing its second product candidate, Neutralase(TM), for
reversal of anticoagulation by heparin in patients undergoing Coronary Artery
Bypass Graft, or CABG, surgery and angioplasty. BioMarin acquired rights to
Neutralase through its recent 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, BioMarin
plans to initiate a Phase 3 trial in CABG surgery in the third quarter of 2002.

   In addition to Aldurazyme and Neutralase, BioMarin is developing other
enzyme-based therapeutics for the treatment of a variety of diseases and
conditions. In 2001, BioMarin announced 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, BioMarin
initiated a Phase 2 trial of Aryplase in March 2002. BioMarin is 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. BioMarin initiated a Phase 1 clinical trial
of Vibrilase in the United Kingdom in the fourth quarter of 2001, and expects
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, BioMarin
is pursuing preclinical development of other enzyme product candidates for
genetic and other diseases.

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Recent Developments

   On April 22, 2002, BioMarin announced that it had begun dosing patients in a
Phase 2 clinical trial of Aryplase for the treatment of MPS VI. 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 1.0 mg/kg of Aryplase in 10 MPS VI patients. This dose represents
the higher level of two doses administered in the six-patient Phase 1 trial.

   On April 15, 2002, Genzyme and BioMarin 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. BioMarin plans
to complete the BLA filing in the third quarter of this year. The 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. Patients from both the treatment and placebo arms of the Phase 3
trial had received at least six months of weekly Aldurazyme infusions in the
open-label extension study as of February 8, 2002. Genzyme and BioMarin
anticipate a response from the FDA regarding the application to market
Aldurazyme in the United States during the first half of 2003.

   On April 1, 2002, BioMarin announced that together with its joint venture
partner, Genzyme, BioMarin has filed with European regulatory agencies for
approval to market Aldurazyme. BioMarin's joint venture submitted an MAA to the
EMEA on March 1, 2002. The EMEA has accepted BioMarin's 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 March 21, 2002, BioMarin acquired Synapse Technologies Inc. Synapse owns
the rights to certain 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, BioMarin purchased 100% of the
outstanding shares of Synapse for approximately $10.2 million payable in
885,242 shares of its common stock. BioMarin also may make future contingent
payments of up to approximately $6 million. These payments are payable in cash
or stock, at BioMarin's option.

   On February 7, 2002, BioMarin announced that it had reached a definitive
agreement to acquire all of the outstanding capital stock of Glyko pursuant to
the Acquisition Agreement as described in this Joint Proxy Circular.

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

   On December 12, 2001, BioMarin completed a public offering of its common
stock. In the offering, BioMarin sold 8,050,000 shares, including 1,050,000
shares to cover underwriters' over-allotments, at a price to the public of
$12.00 per share, or a total offering price of $96.6 million. The net proceeds,
after expenses and underwriting discounts, were approximately $90.4 million.
BioMarin intends to use the net proceeds from this sale of shares for:

  .   the development and commercialization of its lead product candidate,
      Aldurazyme;

  .   additional clinical trials and manufacturing of Neutralase;

  .   preclinical studies and clinical trials for its other product candidates;

  .   potential licenses and other acquisitions of complementary technologies
      and products;


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  .   general corporate purposes; and

  .   working capital.

   On November 2, 2001, BioMarin and Genzyme announced positive results from a
preliminary analysis of data from the Phase 3 clinical trial of Aldurazyme for
the treatment of MPS I. Patients were evaluated at defined intervals to assess
progress in meeting two primary endpoints. The preliminary data analysis showed
a statistically significant increase in pulmonary capacity (p=0.028) and
demonstrated a positive trend in endurance as measured by a six-minute walk
test (p=0.066). Among other endpoints measured in the trial, the main findings
of an earlier open-label study of Aldurazyme were confirmed: a reduction in
liver size and a reduction in excretion of urinary glycosaminoglycans, or GAGs,
the carbohydrate substances that accumulate in patients with MPS I. Based on
the strength of the trial's results, BioMarin, along with Genzyme, has met with
U.S. and European regulatory authorities to discuss applications to market
Aldurazyme. Based on these discussions, the MAA has been submitted to the EMEA.
BioMarin plans to file the BLA with the FDA as soon as possible.

   On October 31, 2001, BioMarin acquired the pharmaceutical assets of IBEX
Technologies Inc. and its subsidiaries. The product candidates and technologies
that BioMarin gained in this transaction, primarily the Neutralase and
Phenylase programs, are complementary to BioMarin's existing product portfolio
and core competencies. Under the terms of the agreements, BioMarin acquired
these assets in exchange for consideration of $10.4 million, with $8.4 million
payable in shares of its common stock and $2.0 million payable in cash. In
addition, BioMarin agreed to make contingent cash payments of up to
approximately $9.5 million to IBEX upon FDA approval of products acquired from
IBEX.

  Lead Product Development Programs

    Aldurazyme

   BioMarin's lead product candidate, Aldurazyme, is being developed for the
treatment of MPS I. MPS I is a genetic disease caused by the deficiency of
(alpha)-L-iduronidase. Patients with MPS I have multiple debilitating symptoms
resulting from the buildup of carbohydrate residues in all tissues in the body.
These symptoms include delayed physical growth, enlarged livers and spleens,
skeletal and joint deformities, airway obstruction, heart disease, reduced
endurance and pulmonary function, impaired hearing and vision, and in some
cases, delayed mental development. Most patients with MPS I will die from
complications associated with the disease as children or teenagers. About 3,400
individuals in developed countries have MPS I, including about 1,000 in the
United States and Canada.

   There are currently no approved drugs for the treatment of MPS I. Bone
marrow transplantation has been used to treat severely affected patients,
generally under the age of two, with limited success. Bone marrow
transplantation is associated with high morbidity and mortality rates as well
as with problems inherent in the procedure itself, including graft vs. host
disease, graft rejection, and donor availability, which severely limit its
utility and application.

   Aldurazyme is a specific form of recombinant human (alpha)-L-iduronidase
that replaces a genetic deficiency of (alpha)-L-iduronidase in MPS I patients,
thus reducing or eliminating the build-up of certain carbohydrates in the
lysosomes of cells. By eliminating this carbohydrate build-up, Aldurazyme is
able to significantly reduce physical symptoms experienced by these patients.
The Phase 1 trial results of this product candidate reported no neutralizing
antibodies, indicating its applicability for chronic administration. In
collaboration with Genzyme, BioMarin completed a 45-patient, double-blinded,
placebo-controlled Phase 3 clinical trial of Aldurazyme in August 2001, which
was conducted at five sites in the U.S., Europe and Canada. All patients
completed the trial and elected to receive Aldurazyme in an open label
extension study. On November 2, 2001, BioMarin announced positive results from
this trial. BioMarin intends to continue the development of this drug and
recently filed an MAA with the EMEA and a "rolling" BLA with the FDA.

                                      105



   Aldurazyme has received fast track designation from the FDA for the
treatment of MPS I. The FDA has granted Aldurazyme orphan drug designation,
which will result in exclusive rights to market Aldurazyme to treat MPS I for
seven years from the date of FDA approval if Aldurazyme is the first product to
be approved by the FDA for the treatment of MPS I. In addition, the European
Commission has designated Aldurazyme for the treatment of MPS I as an orphan
medicinal product, giving the potential for market exclusivity in Europe for
10 years. In September 1998, BioMarin formed a 50/50 joint venture with Genzyme
for the worldwide development and commercialization of Aldurazyme. Genzyme is
responsible for regulatory submissions in international markets and marketing,
distribution, sales and obtaining reimbursement for Aldurazyme worldwide.
BioMarin is responsible for U.S. regulatory submissions and the development and
manufacturing of (alpha)-L-iduronidase.

    Neutralase

   BioMarin is developing Neutralase for the reversal of anticoagulation by
heparin in patients undergoing Coronary Artery Bypass Graft, or CABG, surgery
and angioplasty. Patients undergoing CABG surgery and angioplasty are treated
with heparin to prevent coagulation during surgery. Once the procedure is
completed, anticoagulant reversal agents are administered to prevent excessive
bleeding. Currently, protamine is the only product commercially available for
the reversal of heparin anticoagulation. In medical studies, protamine has been
associated with adverse side effects, such as abnormal changes in blood
pressure, depression of heart function and acute allergic reactions. There were
approximately 571,000 CABG procedures and 1,069,000 angioplasties in the United
States in 1999 (as published by the American Heart Association in their 2002
Heart and Stroke Statistical Update) that could have potentially benefited from
heparin reversal. BioMarin believes that an additional substantial market
opportunity exists in Europe and the rest of the world.

   BioMarin believes Neutralase has the potential to reverse heparin
anticoagulation without many of the serious side-effects associated with
protamine. Neutralase is a carbohydrate-modifying enzyme that breaks down
heparin in a manner that inactivates heparin's anticoagulation effect and
restores the normal coagulation of blood. Neutralase has the potential for use
as a reversal agent for heparin anticoagulation in open-heart surgery such as
CABG procedures, interventional cardiology procedures such as angioplasty, and
in other procedures where heparin or heparin-like anticoagulants are used, such
as in hip and knee surgeries.

   Data from Phase 1 and Phase 2 clinical trials suggest that Neutralase can
reverse heparin anticoagulation without the adverse changes in blood pressure
associated with protamine usage. Building on the work undertaken so far,
BioMarin intends to initiate a Phase 3 trial for CABG in the third quarter of
2002, followed by a Phase 2B trial for angioplasty.

  Other Product Development Programs

    Aryplase

   BioMarin is developing recombinant, human N-acetylgalactosamine 4-sulfatase
(Aryplase) for the treatment of MPS VI, a debilitating genetic disease similar
to MPS I. Aryplase has received fast track designation from the FDA as well as
orphan drug designation for the treatment of MPS VI in the United States and in
the European Union. Based on clinical data to date, BioMarin initiated a Phase
2 trial of Aryplase in March 2002.

    Vibrilase

   BioMarin is developing Vibrilase for use in removing burned skin in
preparation for skin grafting or other therapy. In the fourth quarter of 2001,
BioMarin initiated a Phase 1 clinical trial of this product candidate in the
United Kingdom, and expects to begin a Phase 2 clinical trial in either the
United States or the United Kingdom following the completion of this Phase 1
trial.


                                      106



    Phenylase

   BioMarin is developing Phenylase as an oral enzyme therapy for patients with
phenylketonuria (PKU) a genetic disease in which the body cannot properly
metabolize the amino acid phenylalanine. If left untreated, elevated levels of
phenylalanine lead to brain damage and severe mental retardation. Phenylase is
currently in preclinical development.

BioMarin's Strategy

   BioMarin's strategy is to develop therapeutic enzyme products to treat a
variety of diseases and conditions. The principal elements of this strategy are
to:

  Develop and successfully commercialize its lead product candidates

   BioMarin is seeking to develop and globally commercialize Aldurazyme for the
treatment of MPS I, Neutralase for the reversal of anticoagulation agents,
Aryplase for MPS VI, and Vibrilase for serious burns, each of which is in human
clinical testing. With regard to Aldurazyme, in concert with its joint venture
partner, Genzyme, BioMarin is developing strategies for the effective launch of
this product. BioMarin believes it will benefit from Genzyme's marketing
organization, which has extensive world-wide experience marketing drugs to
well-defined patient populations with chronic genetic diseases.

  Continue to build a diversified portfolio of product candidates

   In addition to the products in human clinical testing noted above, BioMarin
is conducting research on other enzyme products, including those intended to
treat PKU (Phenylase), ischemia (Extravase), and diseases in which it is
necessary to treat the brain (NeuroTrans).

  Target underserved markets

   BioMarin intends to continue to target market opportunities where there is
little or no competition, such as the markets for MPS I and MPS VI. BioMarin
also targets markets where it believes that its technology will enable it to
become a market leader in a relatively short time period, such as the market
for Neutralase. BioMarin's strategy is to avoid situations where market
differentiation is a function of marketing strength and not technical expertise.

  Seek to license or acquire complementary products and technologies

   BioMarin intends to supplement its internal drug discovery efforts through
the acquisition of products and technologies that complement its general
product development strategy. Two examples of this are BioMarin's recent
acquisition of the pharmaceutical assets of IBEX Technologies, which added
three complementary product candidates to BioMarin's portfolio and its
acquisition of Synapse Technologies Inc., which added technology intended to
enable certain drug products to cross the blood-brain-barrier by means of
traditional intravenous injection. BioMarin intends to continue to identify,
evaluate and pursue the licensing or acquisition of other strategically
valuable products and organizations.

  Leverage BioMarin's core competencies

   BioMarin believes that it has significant expertise in enzyme biology and
manipulation, which it has used to establish a strong platform for the
development of enzyme-related pharmaceutical products. BioMarin intends to
leverage these competencies to develop high-value products for markets with
unmet medical needs. When strategically advantageous, BioMarin may seek
partnerships with industry leaders for the further advancement of its product
candidates.


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Manufacturing

   The drug candidates BioMarin is currently developing require the manufacture
of recombinant enzymes. For BioMarin's genetic disease programs, BioMarin
expects to manufacture the bulk enzymes. BioMarin believes that it will be able
to manufacture sufficient quantities of its genetic disease drug products for
clinical trials and commercial sales in part because relatively low doses are
required for treatment and because the targeted patient populations are small.
In general, BioMarin expects to contract with outside service providers for
certain manufacturing services, including final product fill and finish
operations and bulk enzyme production for clinical and early commercial
production where the production requirements exceed its manufacturing capacity.

   In the first quarter of 2000, BioMarin began production of Aldurazyme for
clinical requirements including the Phase 3 clinical trial and other clinical
studies. The bulk production is being done in BioMarin's Galli Drive (Novato,
California) manufacturing facility. Following the recently completed expansion,
Galli is a 51,800 square foot cGMP production facility including support areas,
housing utilities, laboratories and administrative functions. BioMarin expects
to support the commercial launch of Aldurazyme from this facility. Vialing and
packaging will be performed using either BioMarin's joint venture partner or
contract manufacturers.

   In 2000, the manufacturing facilities in Novato were inspected and
subsequently licensed by the State of California Food and Drug Branch for the
production of clinical trial material. These facilities will be inspected by
the FDA and other regulatory agencies in connection with the BLA and other
marketing application. These facilities, and those of any third-party
manufacturers, will be subject to periodic inspections confirming compliance
with applicable law. BioMarin's facilities must be cGMP certified before it can
manufacture its drugs for commercial sales. Failure to comply with these
requirements could result in the shutdown of BioMarin's facilities, fines or
other penalties.

Sales and Marketing

   BioMarin has no experience marketing or selling pharmaceutical products. To
commercially market its products once the necessary regulatory approvals are
obtained, BioMarin must either develop its own sales and marketing force or
enter into arrangements with third parties.

   BioMarin established a joint venture with Genzyme for the worldwide
development and commercialization of Aldurazyme for the treatment of MPS I.
Under the joint venture, Genzyme will be responsible for marketing,
distribution, sales and obtaining reimbursement of Aldurazyme worldwide.

   In the future, BioMarin may develop the capability to market and sell its
drug products that are targeted at small or concentrated patient populations.
In many cases, BioMarin believes that these patient populations are typically
well-informed and well-connected to the medical community. Often family/patient
groups suffering from niche diseases are capable users of the Internet to share
experiences and gather information. BioMarin believes that direct marketing to
these families or patients would be effective. BioMarin may also market its
products through distributors or other collaborators, particularly for those
products targeted at larger patient populations or for countries where the
development of an infrastructure is not economically attractive.

Patents and Proprietary Rights

   BioMarin's success depends in part on its ability to:

  .   Obtain patents

  .   Protect trade secrets

  .   Operate without infringing the proprietary rights of others

  .   Prevent others from infringing on BioMarin's proprietary rights

   BioMarin may obtain licenses to patents and patent applications from others.

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   BioMarin has thirteen patent applications presently pending in the United
States Patent and Trademark Office. BioMarin has filed six foreign counterpart
applications and expects to file a foreign counterpart to one of the other
pending U.S. patent applications at the proper time.

   Glyko, Inc. owns twelve issued U.S. patents. In addition, Glyko, Inc. has
licensed four U.S. patents and their foreign counterparts from AstroMed Ltd.
and its successor Astroscan Ltd. on an exclusive, worldwide, perpetual and
royalty-free basis. Glyko, Inc. has also licensed six U.S. patents from
Glycomed Incorporated on an exclusive, worldwide, perpetual and royalty-free
basis. These patents are all related to Glyko, Inc.'s products and services.

Government Regulation

  Food and Drug Administration Modernization Act of 1997

   The Food and Drug Administration Modernization Act of 1997 was enacted, in
part, to ensure the availability of safe and effective drugs, biologics and
medical devices by expediting the FDA review process for new products. The
Modernization Act establishes a statutory program for the approval of fast
track products, including biologics. The fast track provisions essentially
codify the FDA's accelerated approval regulations for drugs and biologics. A
fast track product is defined as a new drug or biologic intended for the
treatment of a serious or life-threatening condition that demonstrates the
potential to address unmet medical needs for this condition. Under the fast
track program, the sponsor of a new drug or biologic may request the FDA
designate the drug or biologic as a fast track product at any time during the
clinical development of the product. The Modernization Act specifies that the
FDA must determine if the product qualifies for fast track designation within
60 days of receipt of the sponsor's request.

   Approval of a license application for a fast track product can be based on
an effect on a clinical endpoint or on a surrogate endpoint that is reasonably
likely to predict clinical benefit. Approval of a license application for a
fast track product based on a surrogate endpoint may be subject to:

  .   Post-approval studies to validate the surrogate endpoint or confirm the
      effect on the clinical endpoint

  .   Prior review of all promotional materials

   If a preliminary review of the clinical data suggests that the product is
effective, the FDA may initiate review of sections of a license application for
a fast track product before the application is complete. This rolling review is
available if the applicant provides a schedule for submission of remaining
information and pays applicable user fees. However, the time period specified
in the Prescription Drug User Fees Act, which governs the time period goals the
FDA has committed to reviewing a license application, does not begin until the
complete application is submitted.

   In September 1998, the FDA designated Aldurazyme a fast track product for
the more severe forms of MPS I. In June 2000, the FDA designated Aryplase a
fast track product for the treatment of MPS VI. BioMarin cannot predict the
ultimate impact, if any, of the fast track process on the timing or likelihood
of FDA approval of Aldurazyme, Aryplase or any of BioMarin's other potential
products.

  Orphan Drug Designation

   In September 1997, Aldurazyme received orphan drug designation from the FDA.
In February 1999, Aryplase received orphan drug designation from the FDA.
Orphan drug designation is granted by the FDA to drugs intended to treat a rare
disease or condition, which for this program is defined as having a prevalence
less than 200,000 individuals in the United States. Orphan drug designation
must be requested before submitting a biologics license application. After the
FDA grants orphan drug designation, the generic identity of the therapeutic
agent and its potential orphan use are disclosed publicly by the FDA. A similar
system for orphan drug designation exists in the European Community. Both
Aldurazyme and Aryplase received designation as orphan medicinal products by
the European Commission in February 2001.


                                      109



   Orphan drug designation does not shorten the regulatory review and approval
process for an orphan drug, nor does it give that drug any advantage in the
regulatory review and approval process. If an orphan drug later receives
approval for the indication for which it has designation, the relevant
regulatory authority may not approve any other applications to market the same
drug for the same indication, except in very limited circumstances, for seven
years in the U.S. and ten years in Europe. Although obtaining approval to
market a product with orphan drug exclusivity may be advantageous, BioMarin
cannot be certain:

  .   that BioMarin will be the first to obtain approval for any drug for which
      it obtains orphan drug designation,

  .   that orphan drug designation will result in any commercial advantage or
      reduce competition, nor

  .   that the limited exceptions to this exclusivity will not be invoked by
      the relevant regulatory authority.

Competition

   The biopharmaceutical industry is rapidly evolving and highly competitive.
BioMarin has not yet received governmental approval to commercially market any
of its pharmaceutical products. Accordingly, it has no share of markets for any
of its product programs. For each of BioMarin's major biopharmaceutical product
programs, the following is an analysis of the known competitive threats
BioMarin expects to possibly face when, and if, those products are approved for
commercial sale.

  Aldurazyme for MPS I

   On November 21, 2000 and May 29, 2001, respectively, Transkaryotic
Therapies, Inc. (TKTX) announced that two U.S. patents on (alpha)-L-iduronidase
had been issued and that these patents had been exclusively licensed to TKTX.
BioMarin has examined the patents, the patent files, the prior art and other
information. BioMarin believes that the patents may not survive a challenge.
However, the processes of patent law are uncertain and any patent proceeding is
subject to multiple unanticipated outcomes. BioMarin believes that it is in the
best interests of its joint venture with Genzyme to pursue the development of
Aldurazyme with commercial diligence, concurrent with BioMarin's challenge of
the patents, in order to gain marketing approvals as rapidly as possible and to
provide MPS I patients with the benefits of Aldurazyme. If either or both of
the patents are deemed (or ruled) to be valid, the joint venture will need to
reach an accommodation with the holder of the license to the patent.

   These patents do not affect BioMarin's ability to market Aldurazyme in
Europe or Japan, both major pharmaceutical markets. A patent making the same
claims was rejected by the European Community and cannot be refiled.

   A small private company announced that it has novel enzymatic technology to
make enzymes with proper glycosylation and phosphorylation. Since that
announcement, that company has been acquired by BioMarin's joint venture
partner, Genzyme. Pursuant to BioMarin's joint venture agreement with Genzyme,
both Genzyme and BioMarin must mutually agree on any technological developments
relating to Aldurazyme. The proper carbohydrate and phosphate structural
elements of the enzyme are essential to facilitate uptake of the enzyme by the
patient's cells to have efficient enzyme replacement therapy. BioMarin's
preclinical analysis indicates that Aldurazyme is highly efficient in being
taken up by cells during enzyme replacement therapy as a result of the proper
mannose-6-phosphate ligands (glycosylation and phosphorylation) on the enzyme.
BioMarin does not have any comparative data to assess directly the relative
potential therapeutic qualities of Aldurazyme and the other enzyme.

  Neutralase for Anticoagulation Reversal

   Currently protamine sulfate, in the U.S., and protamine chloride, in the
European Union, are the only products used to reverse heparin. Neutralase, if
approved, would have to compete with protamine in the market place.

                                      110



Protamine is relatively inexpensive; and so for Neutralase to achieve
significant market share, clinical data will be needed to demonstrate
advantages in safety or efficacy or both for the reversal of heparin. BioMarin
believes that Neutralase has superior characteristics but cannot predict that
clinical studies will demonstrate this superiority. Other than protamine, there
are no significant competitive drugs in clinical trials for the reversal of
heparin.

   An alternative source of competition comes from substitutes for heparin, and
hence reducing the need for Neutralase. The Medicines Company has an approved
drug Angiomax(TM) (hirudin) that is a substitute for heparin in angioplasty and
potentially other indications. BioMarin cannot predict how much this competitor
will reduce the potential market size of Neutralase for angioplasty or other
indications. One additional source of competition comes from changes in medical
practice that may decrease the use of procedures that require heparin and so
Neutralase. Off-pump coronary artery bypass surgery has increased in frequency
and the amount of heparin used is less, though heparin is still used. Increased
off-pump CABG could reduce the use of heparin to some degree and therefore
decrease the market for Neutralase. Other unpredictable changes in medical
practice or other non-heparin-like anticoagulants could occur or be approved
and potentially reduce the market for Neutralase. At this time, BioMarin does
not foresee a large competitive challenge to heparin or the need for heparin
reversal.

  Aryplase for MPS VI

   BioMarin knows of no active competitive program for enzyme replacement
therapy for MPS VI that has entered clinical trials.

   Gene therapy is a potential competitive threat to enzyme replacement
therapies for both MPS I and MPS VI. BioMarin knows of no competitive program
using gene therapy for the treatment of either MPS I or MPS VI that has entered
clinical trials.

  Vibrilase for debridement of serious burns

   Other enzymatic products exist which might be possibly used for the
debridement of serious second or third degree burns. Those products in their
current form have not captured any meaningful share of the debridement function
in the treatment of burn patients. BioMarin knows of no clinical program of a
new enzymatic product for the debridement of serious burns. The primary
competition for Vibrilase continues to be surgical debridement.

   See "Factors that May Affect Future Results--If BioMarin fails to compete
successfully, its revenues and operating results will be adversely affected."

Employees

   As of [March 31, 2002], BioMarin had 216 full-time employees, 111 of whom
are in operations, 80 of whom are in research and development and 25 of whom
are in administration.

   BioMarin considers its employee relations to be good. BioMarin's employees
are not covered by a collective bargaining agreement. BioMarin has not
experienced employment related work stoppages. BioMarin cannot provide any
assurance that it will be able to continue attracting qualified personnel in
sufficient numbers to meet its needs.

Directors of BioMarin

   The current directors of BioMarin are Fredric D. Price, Franz L. Cristiani,
Phyllis I. Gardner, M.D., Erich Sager, Vijay B. Samant and Gwynn R. Williams.
For certain information regarding these persons, see the section entitled "The
Annual Meeting of BioMarin Stockholders--Proposal One: Election of Directors."

                                      111



Executive Officers and Other Significant Employees of BioMarin

   The following table sets forth certain information concerning BioMarin's
executive officers (other than Fredric D. Price) and other significant
employees as of [March 31, 2002].



             Name               Age              Position with BioMarin
             ----               ---              ----------------------
                              
Christopher M. Starr, Ph.D..... 49  Senior Vice President, Research and Development
Emil D. Kakkis, M.D., Ph.D..... 42  Senior Vice President, Scientific Affairs
Robert A. Baffi, Ph.D.......... 46  Vice President, Quality Assurance/Quality Control
Brian K. Brandley, Ph.D........ 45  Vice President, Pharmacology and Toxicology
Reinhard Gabathuler, Ph.D...... 48  Vice President, Brain Research
Robert A. Heft, Ph.D........... 47  Vice President, Product Development
John L. Jost, Ph.D............. 57  Vice President, Manufacturing
Jeffrey I. Landau.............. 59  Vice President, Administration
Matthew R. Patterson........... 30  Vice President, Regulatory and Government
                                      Affairs
Stuart J. Swiedler, M.D., Ph.D. 46  Vice President, Clinical Affairs
Kim R. Tsuchimoto, C.P.A....... 39  Vice President, Controller


  Christopher M. Starr, Ph.D., Co-Founder and Senior Vice President, Research
  And Development

   Dr. Starr co-founded BioMarin and currently serves as Senior Vice President,
Research and Development since January 2002. He served as a Vice President,
Research and Development from April 1998 to January 2002. From July 1991 to
April 1998, Dr. Starr served as Vice President, Research and Development for
Glyko, Inc. Prior to that, Dr. Starr was a National Research Council Associate
at the National Institutes of Health (NIH). He has published numerous
peer-reviewed articles, including research papers on Fluorophore-Assisted
Carbohydrate Electrophoresis (FACE) in the diagnosis of lysosomal storage
diseases and in the identification of patients with MPS I. His work in the
development of diagnostic tests for lysosomal storage diseases has been funded
by several grants from the NIH and other institutions. Dr. Starr holds a Ph.D.
in biochemistry and molecular biology from the State University of New York
Health Science Center and a B.S. from Syracuse University.

  Emil D. Kakkis, M.D., Ph.D., Senior Vice President, Scientific Affairs

   Dr. Kakkis serves as BioMarin's Senior Vice President, Scientific Affairs
since January 2002. He served as a Vice President of BioMarin from September
1998 to January 2002. In 1996, together with his colleague, Elizabeth F.
Neufeld, Ph.D., of the University of California at Los Angeles (UCLA), Dr.
Kakkis developed Aldurazyme, a recombinant form of (alpha)-L-iduronidase, the
enzyme deficient in MPS I patients. From July 1994 to August 1998, Dr. Kakkis
held the position of Assistant Professor at the Harbor-UCLA Medical Center,
Division of Genetics, Department of Pediatrics. From June 1991 to July 1994,
Dr. Kakkis completed a fellowship in genetics at the UCLA Intercampus Medical
Genetics training program and, prior to that, conducted his pediatric residency
at the Harbor-UCLA Medical Center. Dr. Kakkis is the author of numerous
published articles and abstracts on MPS I and (alpha)-L-iduronidase. He holds
an M.D. and a Ph.D. in biological chemistry from the Medical Scientist training
program at the UCLA School of Medicine. Dr. Kakkis is board-certified in
pediatrics and medical genetics.

  Robert A. Baffi, Ph.D., Vice President, Quality Assurance and Quality Control

   Dr. Baffi joined BioMarin as Vice President of Quality Assurance and Quality
Control in May 2000. From February 1986 to May 2000, Dr. Baffi served in a
number of progressively more responsible positions at Genentech, Inc., a
biotechnology company, primarily in the functional area of quality control.
Prior to Genentech, Dr. Baffi worked for Cooper BioMedical as a research
scientist and at Becton Dickinson Research Center as a post-doctoral fellow.
Dr. Baffi has contributed to more than 20 major regulatory submissions for

                                      112



product approval in the United States and Europe and to more than 50 regulatory
submissions for investigational new drug testing. Dr. Baffi received a Ph.D. in
biochemistry, as well as an M.Phil. and a B.S. in biochemistry from the City
University of New York.

  Brian K. Brandley, Ph.D, Vice President, Pharmacology and Toxicology

   Dr. Brandley has served as a Vice President of BioMarin since October 1998.
Dr. Brandley served as the Managing Director of Glyko Inc. since April 1998.
From July 1995 to April 1998, Dr. Brandley served as Assistant Professor in the
Department of Pharmacology at Rush University. Dr. Brandley served as Senior
Scientist and Head of the Cell Biology Laboratory at Glycomed, Incorporated, a
biotechnology company, from July 1988 to July 1995. He also has five years of
post-doctoral research experience at the Medical University of South Carolina
and the Johns Hopkins University School of Medicine. Dr. Brandley is the author
of 27 publications in peer-reviewed journals and holds 14 patents. He earned a
Ph.D. in biology from the University of Sydney, an M.S. in biology from the
University of Miami, and a B.S. with honors from the University of Miami.

  Reinhard Gabathuler, Ph.D., Vice President, Brain Research

   Dr. Gabathuler has served as Vice President, Brain Research since March 2002
when BioMarin acquired Synapse Technologies Inc. Prior to joining BioMarin, Dr.
Gabathuler served as Vice President, Research at Synapse Technologies Inc.
since May 2001 and Director of Blood-Brain Barrier Research at Synapse
Technologies Inc. from June 1998 to May 2001. From September 1993 to June 1998,
Dr. Gabathuler served as a consultant for Synapse Technologies Inc. From June
1991 to June 1998, Dr. Gabathuler served as Senior Research Associate at
Biotechnology Laboratory at the University of British Columbia. Dr. Gabathuler
holds a Ph.D. in biochemistry from the University of Lausanne, Switzerland. Dr.
Gabathuler completed Post-Doctoral research at the University of Washington,
the Swiss Institute for Experimental Cancer Research in Lausanne and the Ludwig
Institute for Cancer Research in Stockholm, Sweden.

  Robert A. Heft, Ph.D., Vice President, Product Development

   Dr. Heft has served as Vice President, Product Development since October
2001 when BioMarin acquired the pharmaceutical assets of IBEX Technologies Inc.
In January 1986, Dr. Heft founded IBEX and was its President and Chief
Scientist until joining BioMarin. While at IBEX, Dr. Heft directed the
preclinical and clinical development of several enzymes for cardiovascular
disease and metabolic disorders, was awarded several patents for work related
to these enzymes, and authored related papers. Dr. Heft is a member of the
Board of Directors of the Canadian Genetic Diseases Network. Dr. Heft received
a Bachelor of Mechanical Engineering from McGill University and a Masters
degree in nuclear engineering from Cornell University before obtaining his
Ph.D. from the Massachusetts Institute of Technology in genetic
engineering/radiological sciences.

  John L. Jost, Ph.D., Vice President, Manufacturing

Dr. Jost joined BioMarin as Vice President, Manufacturing in June 1999. Dr.
Jost devoted his time from November 1997 to June 1999 to personal affairs. From
February 1983 to November 1997, Dr. Jost held a variety of management and
scientific positions at Genentech, Inc., a biotechnology company. During his
tenure at Genentech, Dr. Jost also led a variety of development projects
focusing on products such as Tumor Necrosis Factor (TNF), Gamma Interferon,
Human Growth Hormone (hGH), animal interferons, and human serum albumin. These
programs contributed to numerous investigational new drug applications (IND),
new drug applications (NDA), BLA, and BLA supplement submissions. From 1971 to
1983, Dr. Jost served in various scientific positions in process development at
The Upjohn Company, culminating in his role as a senior research scientist. Dr.
Jost received a Ph.D. and B.S. in chemical engineering from the University of
Minnesota.

                                      113



  Jeffrey I. Landau, Vice President, Administration

   Mr. Landau joined BioMarin as a consultant in October 2001 and has served as
Vice President, Administration since April 2002. From March 2000 to October
2001, Mr. Landau served as Chief Operating Officer for Transition/1 Management
Accounting Systems, Inc., a computer software company. From December 1999 to
March 2000, Mr. Landau acted as an independent consultant. From June 1998 to
December 1999, Mr. Landau served as Chief Operating Officer for GlobeNet
Technologies, Inc., a computer software company. From March 1996 to June 1998,
Mr. Landau served as Chief Information Officer for Walt Disney Consumer
Products. Mr. Landau received an M.S. in computer science and operations
research, and a B.S. in mathematics from New York University.

  Matthew R. Patterson, Vice President, Regulatory and Government Affairs

   Mr. Patterson was promoted to Vice President, Regulatory and Government
Affairs from Director, Regulatory Affairs in January 2002, having joined
BioMarin in August 1998. He served as Regulatory Affairs Manager from August
1998 to July 1999, and as Director of Regulatory Affairs from July 1999 to
January 2002. Prior to joining BioMarin, Mr. Patterson worked for Genzyme
Corporation, a biotechnology company, first in Manufacturing (from December
1993 to May 1995) and then Regulatory Affairs (from May 1995 to July 1998),
where he contributed to the development and global licensing of multiple
biotechnology products. Mr. Patterson received a B.A. in biochemistry from
Bowdoin College.

  Stuart J. Swiedler, M.D., Ph.D., Vice President, Scientific and Clinical
  Affairs

   Dr. Swiedler has served as Vice President, Clinical Affairs of BioMarin
since June 1998. From November 1997 to June 1998, Dr. Swiedler was an
independent technology consultant. From May 1995 to November 1997, Dr. Swiedler
served as Vice President, Research Programs at Glycomed, Incorporated, a
biotechnology company. Dr. Swiedler's biotechnology experience includes six
years of post-doctoral work at the Yale University and Duke University schools
of medicine. He is board-certified in anatomic pathology and has conducted
extensive research in the molecular biology of carbohydrate enzymes. Dr.
Swiedler holds five patents and is the author of 20 peer-reviewed journal
articles. Dr. Swiedler holds a Ph.D. from the Johns Hopkins University School
of Medicine, Biochemistry, Cellular, and Molecular Biology training program, an
M.D. from the Johns Hopkins School of Medicine, and a B.S. from the State
University of New York at Albany.

  Kim R. Tsuchimoto, C.P.A., Vice President, Controller

   Ms. Tsuchimoto was promoted to Vice President, Controller in January 2002,
having joined BioMarin in February 1997 as BioMarin's Controller. From November
1993 to November 1996, Ms. Tsuchimoto served as Controller for Dodd Smith Dann
Inc., a fundraising and marketing consultant for non-profit organizations.
Prior to that, Ms. Tsuchimoto served as Controller from January 1990 to October
1993 and Assistant Controller from January 1988 to January 1990 for Partech
International (formerly Paribas Technology), a venture capital firm affiliated
with Banque Paribas. Ms. Tsuchimoto is a licensed California certified public
accountant and received a B.S. in business administration from San Francisco
State University.

Security Ownership Of Certain Beneficial Owners

   The following table sets forth certain information with respect to the
beneficial ownership of BioMarin's common stock as of March 31, 2002 as to (i)
each person, or group of affiliated persons, who is known by BioMarin to own
beneficially more than 5% of BioMarin's common stock; (ii) each of BioMarin's
directors; (iii) each of BioMarin's executive officers named in the Summary
Compensation Table set forth herein under the caption "Executive and Director
Compensation"; and (iv) all of BioMarin's directors and current executive
officers as a group.

                                      114



   Except as otherwise noted, the persons or entities in this table have sole
voting and investing power with respect to all the shares of BioMarin's common
stock beneficially owned by them subject to community property laws, where
applicable. The information with respect to each person specified is as
supplied or confirmed by such person, based upon statements filed with the U.S.
Securities and Exchange Commission, or based upon the actual knowledge of
BioMarin.



                                                          Number of Shares      Number of Shares    Percentage of
               Name of Beneficial Owner                 Beneficially Owned(1) Subject To Options(2) Common Stock
               ------------------------                 --------------------- --------------------- -------------
                                                                                           
Glyko Biomedical Ltd...................................      11,367,617                     0            21.3%
 Box 25, Commerce Court West
 199 Bay Street
 Toronto, Ontario
 Canada M5L 1A9

Franklin Resources Inc.................................       3,246,245                     0             6.0%
 One Franklin Parkway
 San Mateo, CA 94403

Fredric D. Price(3)....................................         326,066               309,399               *

Brian K. Brandley, Ph.D.(3)............................          88,076                87,447               *

Robert A. Baffi, Ph.D.(3)..............................         128,537               127,271               *

Franz L. Cristiani(3)..................................               0                     0              --

Phyllis L. Gardner, M.D.(3)............................          10,000                10,000               *

John L. Jost, Ph.D.(3).................................         174,915               170,414               *

Emil D. Kakkis, M.D., Ph.D.(3).........................         261,399               258,598               *

Erich Sager(3)(4)......................................      11,565,267               118,750            21.6%

Vijay B. Samant(3).....................................               0                     0              --

Christopher M. Starr, Ph.D.(3).........................         680,531               300,317             1.3%

Stuart J. Swiedler, M.D., Ph.D.(3).....................         172,215               162,215               *

Gwynn R. Williams(3)...................................          68,750                68,750               *

All current executive officers and directors as a group
  (8 persons)(4).......................................      12,912,013             1,065,814           [26.7%]

--------
 * Represents less than 1% of BioMarin's outstanding common stock.

(1) The "Number of Shares Beneficially Owned" column is based on shares of
    common stock outstanding at         , 2002. Shares of common stock subject
    to options or warrants that are exercisable within 60 days of         ,
    2002 (the "Number of Shares Beneficially Owned") are deemed to be
    outstanding and to be beneficially owned by the person holding the options
    or warrants for the purpose of computing the percentage ownership of the
    person but are not treated as outstanding for the purpose of computing the
    percentage ownership of any other person.

(2) The "Number of Shares Subject to Options" enumerates for each 5%
    stockholder, director and Named Executive Officer and for all officers and
    directors in the aggregate, the shares of common stock subject to options
    exercisable within 60 days of         , 2002. These shares are in the
    calculation of the "Number of Shares Beneficially Owned." This table does
    not include the beneficial ownership of shares held by Raymond W. Anderson,
    BioMarin's former Chief Operating Officer, Chief Financial Officer,
    Secretary and Vice President, Finance and Administration who has not been
    employed by BioMarin since January 2002.

(3) The mailing address for such stockholder is c/o BioMarin Pharmaceutical
    Inc., 371 Bel Marin Keys Blvd., Suite 210, Novato, California 94949.

(4) Includes 11,367,617 shares held by Glyko of which Mr. Sager is an officer.
    Mr. Sager disclaims beneficial ownership of these shares, except to the
    extent of his pecuniary interest.

                                      115



   For pro forma ownership of BioMarin's common stock following the completion
of the transaction, see table under "The Companies After The Transaction--Pro
Forma Security Ownership of Certain Beneficial Owners."

Executive and Director Compensation

  Summary Compensation Table

   BioMarin is required by the U.S. Securities and Exchange Commission to
disclose compensation awarded to, earned by, or paid for services rendered to
it in all capacities during the last three fiscal years to (i) its Chief
Executive Officer; (ii) its four most highly compensated executive officers,
other than the Chief Executive Officer, who were serving as executive officers
at the end of fiscal year 2001; and (iii) up to two additional individuals for
whom such disclosure would have been provided under clause (i) and (ii) above
but for the fact that the individual was not serving as an executive officer of
BioMarin at the end of fiscal year 2001; provided, however, that no disclosure
need be provided for any executive officer, other than the CEO, whose total
annual salary and bonus does not exceed $100,000.

   Accordingly, the following table discloses compensation paid by BioMarin
during the last three fiscal years to (i) Fredric D. Price, its Chief Executive
Officer; and (ii) Raymond W. Anderson, Christopher M. Starr, Ph.D., Emil D.
Kakkis, M.D., Ph.D. and John L. Jost, Ph.D., the four most highly-compensated
executive officers, other than the Chief Executive Officer, who were serving as
executive officers at the end of fiscal year 2001 and whose salary and bonus
exceeded $100,000. BioMarin refers to all of these officers as the "Named
Executive Officers."

                                      116



   The entries under the column "Other Annual Compensation" for Mr. Price,
include the value of his restricted stock grant issued upon his employment
commencement, a tax gross-up benefit relating to the compensation earned from
the restricted stock grant and payments for temporary housing. Each of these
amounts paid to Mr. Price is described in more detail in the section captioned
"Employment Agreements." The entries under the column "All Other Compensation"
in the table represent the premiums paid for life insurance benefits and vested
401(k) matching for each Named Executive Officer.

                          Summary Compensation Table



                                                                                    Long-Term
                                                                                   Compensation
                                                    Annual Compensation               Awards
                                           ------------------------------------- ----------------
                                                                                    Securities
                                                                  Other annual      Underlying       All Other
    Name and Principal Position       Year Salary ($) Bonus ($) compensation ($) Options/SARs (#) Compensation ($)
    ---------------------------       ---- ---------- --------- ---------------- ---------------- ----------------
                                                                                
Fredric D. Price(1).................. 2001  408,269    278,500           --          175,000              989
  Chairman and Chief Executive        2000   99,487    100,000      578,424          523,288               --
  Officer                             1999       --         --           --               --               --
Christopher M. Starr, Ph.D(2)........ 2001  250,000         --           --           25,000            2,294
  Senior Vice President, Research     2000  190,000     75,000           --           75,194            1,614
  and Development                     1999  150,000    150,000           --           94,189              876
Emil D. Kakkis, M.D., Ph.D.(2)....... 2001  245,000         --           --           25,000            1,869
  Senior Vice President, Scientific   2000  229,327     50,000           --           50,000            1,009
  Affairs                             1999  225,000         --           --           64,502              336
Stuart J. Swiedler, M.D., Ph.D. (2).. 2001  230,000         --           --           20,000            1,869
  Vice President, Scientific and      2000  192,769         --           --           45,233            1,317
  Clinical Affairs                    1999  154,000         --           --           32,661              624
Raymond W. Anderson(2)(3)............ 2001  250,000         --           --            5,000           15,908
  Former Chief Operating Officer,     2000  222,466     25,000           --           58,469            1,893
  Chief Financial Officer,            1999  189,625    100,000           --           72,658            2,352
  Secretary and Vice President,
  Finance and Administration

--------
(1) Mr. Price was appointed as the Chief Executive Officer effective October
    31, 2000.

(2) Options were earned for the fiscal year 2001 and granted on December 14,
    2001. Long-term options vest 6/48ths at June 30, 2002 and  1/48ths per
    month thereafter. No short-term options were granted during the fiscal year
    2001.

(3) As of January 2002, Mr. Anderson is no longer employed by BioMarin in any
    capacity. A portion of "All Other Compensation" was paid to Mr. Anderson in
    January 2002, relating to his accrued vacation at the time of termination
    of his employment.

                                      117



  Stock Option Grants Table

   The following table sets forth certain information for each grant of options
to purchase BioMarin's common stock during fiscal 2001 to each of the Named
Executive Officers. Except as otherwise noted, all these options were granted
under the 1997 Stock Plan and have a term of 10 years subject to early
termination in the event the officer's services to the Company cease.

                        Fiscal 2001 Stock Option Grants



                                                                                  Potential Realizable
                                                                                  Value at Assumed Annual
                                Number of   Percent of   Exercise                 Rates of Stock Price
                                Securities Total Options  Price                   Appreciation for Option
                                Underlying  Granted to     Per                        Term ($)(3)
                                 Options   Employees in   Share     Option Term   -----------------------
             Name                Granted      2001(1)     ($)(2)  Expiration Date    5%          10%
             ----               ---------- ------------- -------- ---------------  ---------   ---------
                                                                            

Fredric D. Price...............  175,000        10%       13.24      12/14/11     1,457,149   3,692,701

Christopher M. Starr, Ph.D.....   25,000         1%       13.24      12/14/11       208,164     527,529

Emil D. Kakkis, M.D., Ph.D.....   25,000         1%       13.24      12/14/11       208,164     527,529

Stuart J. Swiedler, M.D., Ph.D.   20,000         1%       13.24      12/14/11       166,531     422,023

Raymond W. Anderson(4).........    5,000         *        13.24      12/14/11        41,633     105,506

--------
 * Represents less than 1% of the total options granted to BioMarin employees
   in 2001.

(1) Based on an aggregate of 1,801,681 shares subject to options granted by
    BioMarin during fiscal year 2001 to employees, consultants and the Named
    Executive Officers.

(2) Options were granted at an exercise price equal to the greater of the
    closing price of the BioMarin common stock on Nasdaq on the date of the
    grant or January 2, 2002.

(3) The 5% and 10% assumed annual rates of compounded stock price appreciation
    are mandated by rules of the Securities and Exchange Commission. BioMarin
    cannot assure any Named Executive Officer or any other holder of its
    securities that the actual stock price appreciation over the option term
    will be at the assumed 5% and 10% levels or at any other defined level.
    Unless the market price of its common stock appreciates over the option
    term, no value will be realized from the option grants made to the Named
    Executive Officers. The potential realizable value is calculated by
    assuming that the closing price per share on the date of grant appreciates
    at the indicated rate for the entire term of the option and that the option
    is exercised at the exercise price and sold on the last day of its term at
    the appreciated price. The potential realizable value computation is net of
    the applicable exercise price, but does not take into account applicable
    federal or state income tax consequences and other expenses of option
    exercises or sales of appreciated stock. The values shown do not consider
    non-transferability or termination of the options upon termination of such
    employee's employment with BioMarin.

(4) Pursuant to the terms of Mr. Anderson's separation agreement, these options
    will expire on December 31, 2002 unless sooner exercised.

                                      118



  Fiscal Year Option Exercises and Option Value Table

   The following table sets forth the number of shares covered by both
exercisable and unexercisable stock options held by each of the Named Executive
Officers at December 31, 2001.

   Options Exercised During Year 2001 and Fiscal Year-End Option Value Table



                                                       Number of Securities      Value of Unexercised
                                                      Underlying Unexercised     In-the-Money Options
                                  Shares     Value      Options at Year-End         at Year-End(2)
                                 Acquired   Realized ------------------------- -------------------------
   Name of Executive Officer    on Exercise  ($)(1)  Exercisable Unexercisable Exercisable Unexercisable
   -------------------------    ----------- -------- ----------- ------------- ----------- -------------
                                                                         
Fredric D. Price...............       --         --    252,107      321,181    $  269,970    $348,785
Christopher M. Starr, Ph.D.....   17,597    184,945    281,567       70,834    $2,003,818    $315,545
Emil D. Kakkis, M.D., Ph.D.....       --         --    229,084       85,418    $1,823,133    $423,529
Stuart J. Swiedler, M.D., Ph.D.       --         --    139,169       66,797    $1,005,284    $335,254
Raymond W. Anderson(3).........       --         --    244,959       79,168    $1,914,186    $358,280

--------
(1) Based on closing price on December 3, 2001, the date of exercise of $11.50
    per share less exercise price per share.
(2) Based on closing price on December 31, 2001 of $13.44 per share less
    exercise price per share.
(3) As of January 2002, Mr. Anderson is no longer employed by BioMarin in any
    capacity.

  Employment Agreements

   BioMarin is party to employment agreements with each current executive
officer on the terms enumerated on the chart below. Each of these employment
agreements is terminable without cause by BioMarin upon six months prior
written notice to the officer, or by the officer upon three months prior
written notice to BioMarin. BioMarin is obligated to pay the officer's salary
and benefits until this termination. Except in the case of Mr. Price, in the
event that the officer is involuntarily terminated within one year of a change
of control of BioMarin, he will receive (i) a severance payment equal to six
months of his annual salary; (ii) a bonus equal to 50% of the annual bonus that
he would otherwise be entitled to, and (iii) immediate vesting of 50% of the
unvested portion of his outstanding options to purchase BioMarin common stock.



                             2001 Annual                         Initial Grant of Right to     Agreement
 Name of Executive Officer  Salary Rate(1)     Annual Bonus      Purchase Equity Securities Termination Date
 -------------------------  -------------- --------------------- -------------------------- ----------------
                                                                                
Fredric D. Price...........    $450,000    Annual bonus,         Option to purchase up to   October 30, 2003
                                            payable in cash       500,000 shares of
                                            based on              BioMarin's common
                                            performance.          stock at a purchase price
                                                                  of $12.50 per share.

Christopher M. Starr, Ph.D.    $250,000    Annual bonus,         400,000 shares of          June 26, 2003
                                            payable in cash       BioMarin's common
                                            or stock.             stock at a purchase price
                                                                  of $1.00 per share.

Emil D. Kakkis, M.D., Ph.D.    $245,000    Eligible to receive a Option to purchase up to   None
                                            cash bonus based      200,000 shares of
                                            on achievement        BioMarin's common
                                            of milestones and     stock at a purchase price
                                            an annual bonus,      of $4.00 per share.
                                            payable in cash
                                            or stock.


                                      119





                              2001 Annual                    Initial Grant of Right to     Agreement
 Name of Executive Officer   Salary Rate(1)   Annual Bonus   Purchase Equity Securities Termination Date
 -------------------------   -------------- ---------------- -------------------------- ----------------
                                                                            

Stuart Swiedler, M.D., Ph.D.    $230,000    Annual bonus,    Option to purchase up to         None
                                             payable in cash  150,000 shares of
                                             or stock.        BioMarin's common
                                                              stock at a purchase price
                                                              of $4.00 per share.

Robert A. Baffi, Ph.D.......    $220,000    Annual bonus,    Option to purchase up to         None
                                             payable in cash  210,000 shares of
                                             or stock.        BioMarin's common
                                                              stock at a purchase price
                                                              of $22.00 per share.

John L. Jost, Ph.D..........    $220,000    Annual bonus,    Option to purchase up to         None
                                             payable in cash  200,000 shares of
                                             or stock.        BioMarin's common
                                                              stock at a purchase price
                                                              of $13.00 per share.

Brian K. Brandley, Ph.D.....    $155,000    Annual bonus,    Option to purchase up to         None
                                             payable in cash  150,000 shares of
                                             or stock.        Glyko's common stock.
                                                              Now exercisable for
                                                              65,415 shares of
                                                              BioMarin's common
                                                              stock at a purchase price
                                                              of $5.27 per share.

--------
(1) 2001 Annual Salary Rate reflected in the above table reflects 2001 annual
    salary rate as of December 31, 2001. The table entitled "Summary
    Compensation Table" reflects actual salaries paid in 2001 and includes
    mid-year salary adjustments.

   Effective October 31, 2000, in connection with Mr. Price's employment,
BioMarin entered into an employment agreement with him which provides for an
initial payment to Mr. Price of $357,624, an annual base salary of $400,000 in
the first year, $450,000 in the second year, and $500,000 in the third year,
and a bonus of $200,000 in the first year and a performance bonus of between
25% and 100% of his respective annual base salary for each of the second and
third years. In addition, BioMarin granted Mr. Price 25,000 restricted shares
of BioMarin's common stock (which vest in three equal annual installments
commencing on January 1, 2001), BioMarin granted Mr. Price an option to
purchase 500,000 shares of its stock, at a purchase price of $12.50 per share
(which vests monthly over 36 months, commencing October 30, 2000) and BioMarin
further agreed to grant Mr. Price additional options on each anniversary of the
agreement, in an amount to be determined by the Board. BioMarin also agreed to
reimburse Mr. Price for all expenses incurred in relocating to the area with a
tax gross-up adjustment and to extend him a $1,500,000 interest-deferred loan
for the purchase of a house.

   The agreement has a three-year term, which will automatically renew for an
additional three-year period unless either Mr. Price or BioMarin give the other
notice of its/his intent not to renew the agreement. If BioMarin decides not to
renew the agreement, BioMarin must pay Mr. Price an amount such that BioMarin's
net payment after deduction of all payroll taxes and all income taxes at the
highest marginal rates applicable to Mr. Price will equal the base salary and
bonus BioMarin paid him in the third year of the agreement. Additionally, the
expiration for any vested options will be one year from the termination of the
agreement and all unvested options will remain unvested and unexercisable.

   Either party can terminate the agreement on sixty days' notice. However, in
the event there is a change in control which results in Mr. Price's actual or
constructive termination, he is entitled to a severance payment equal to twice
the aggregate of his annual base salary and bonus payable in the year in which
termination occurs,

                                      120



forgiveness of all outstanding principal and interest on the interest-deferred
loan, acceleration of the full unvested portion of his 25,000 share restricted
stock grant and all stock options and an additional payment equal to
Mr. Price's maximum total income tax liability applicable to the total
severance package. If Mr. Price is terminated other than for cause, he is
entitled to receive a severance payment equal to twice his applicable annual
base salary and bonus if he is terminated in the first year of the agreement
and equal to his applicable annual base salary and bonus if he is terminated in
a subsequent year, forgiveness of all outstanding principal and interest on the
interest deferred-loan and acceleration of the full unvested portion of his
25,000 share restricted stock grant and all stock options. Additionally, if he
is terminated other than for cause prior to the second anniversary of the
agreement, he is entitled to an additional payment equal the maximum income tax
liability associated with forgiveness of the loan and such additional payment.

   BioMarin provided a three-year loan to Dr. Starr for the purchase of his
shares referenced in column four of the table above and to Mr. Denison for the
purchase of 1,300,000 shares of the Company's common stock all of which were
purchased pursuant to the Founders' Stock Purchase Agreement described below.
Each loan bears interest at a rate of 6%. For each of them, respectively, if
his employment is terminated by BioMarin for any reason, he has the right to
sell any or all of these shares of common stock to BioMarin at a price per
share equal to the lesser of the then-current per share market price of the
shares or the original per share purchase price of $1.00.

   Dr. Brandley's employment agreement was originally with Glyko, Inc. but was
assigned to BioMarin in connection with BioMarin's acquisition of Glyko, Inc.

   Through June 30, 2000, Dr. Starr's cash bonus was based on the difference
between a minimum market capitalization and BioMarin's quarterly market
capitalization. The cash bonus is calculated as follows:

   The Board of Directors established a minimum market capitalization of $20.0
million for the first quarter of 1998. The minimum market capitalization
increases by $1.0 million per quarter until the end of the agreement in the
second quarter of 2000. BioMarin's quarterly market capitalization is
calculated at the end of each calendar quarter by multiplying the number of
BioMarin's common shares outstanding times the average closing price of
BioMarin's common stock for the last 10 trading days of the quarter. If
BioMarin's common stock is not publicly traded the quarterly market
capitalization is determined by multiplying the shares of BioMarin's common
stock outstanding by the price at which BioMarin's common stock was sold in the
latest significant investment by an independent third-party investor. For each
full $5.0 million that the quarterly market capitalization exceeds the minimum
market capitalization, Dr. Starr received a cash bonus of $1,200 in the first
calendar quarter and $1,250 in the second quarter. Dr. Starr's cash bonus is
the sum of the two quarterly bonuses for 2000.

   Dr. Starr's total cash bonus was limited to 100% of his base salary in any
year. Additional amounts beyond the cash limit that may be earned in a year
were paid in stock options using the Black-Scholes option pricing model to
calculate the value of the stock option based on period-end parameters.

   In December 1998, the Board approved a form of indemnification agreement to
be entered into between BioMarin and each of its officers and directors. This
indemnification agreement requires BioMarin, among other things, to indemnify
officers and directors against liabilities that may arise by reason of their
status or performance of their duties as officers or directors and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified.

   For a description of other transactions between BioMarin and its affiliates
of the Company, see "Certain Relationships and Related Transactions."

                                      121



  Section 162(m)

   BioMarin has considered the potential future effects of Section 162(m) of
the Internal Revenue Code on the compensation paid to its executive officers.
Section 162(m) disallows a tax deduction for any publicly held corporation for
individual compensation exceeding $1.0 million in any taxable year for any of
the Named Executive Officers, unless compensation is performance-based.
BioMarin has adopted a policy that, where reasonably practicable, it will seek
to qualify the variable compensation paid to its executive officers for an
exemption from the deductibility limitations of Section 162(m).

  Director Compensation

   Directors do not receive cash compensation for their services as directors
of BioMarin but are reimbursed for their reasonable expenses in attending
meetings of the Board and while performing services for BioMarin. In October
2001, under the 1998 Director Option Plan, BioMarin issued to Mr. Denison
options to purchase 15,000 shares of common stock with an exercise price set at
the fair market value (closing price of common stock on Nasdaq) on the date of
grant, which was $11.40. In November 2001, under the 1998 Director Option Plan,
BioMarin issued to Messrs. Sager and Williams options to purchase 15,000 shares
of common stock with an exercise price set at the fair market value (closing
price of common stock on Nasdaq) on the date of grant, which was $12.00 as
consideration for their ongoing services to BioMarin as directors. In September
2001, under the 1998 Director Option Plan, BioMarin issued to Dr. Gardner
option to purchase 20,000 shares of common stock with an exercise price set at
the fair market value (closing price of common stock on Nasdaq) on the date of
grant, which was $12.34, as consideration for her initial year of services to
BioMarin as a director.

  1998 Director Option Plan

   The 1998 Director Option Plan was adopted by the Board in December 1998. It
was approved by BioMarin's stockholders as of January 15, 1999. The plan
provides for the grant of nonstatutory stock options to non-employee directors.
A total of 500,000 shares of BioMarin common stock have been reserved for
issuance under the plan. The plan also provides for an annual increase in this
number of shares equal to the lesser of: (1) 0.5% of the BioMarin's outstanding
capital stock, (2) 200,000 shares, or (3) a lesser amount determined by the
Board.

   In fiscal year 2001, options to purchase, in the aggregate, 65,000 shares
were issued to directors.

   The 1998 Director Option Plan provides that each non-employee director shall
automatically be granted an option to purchase 20,000 shares of BioMarin common
stock on the date which that person first becomes a non-employee director. This
option shall have a term of 10 years. The shares subject to this initial option
shall vest quarterly over one year. Each non-employee director shall thereafter
also be automatically granted an option to purchase 15,000 shares of BioMarin
common stock on the first anniversary of the date of their respective initial
appointments to the Board and each anniversary thereafter, provided that he or
she retains the Board seat on his or her anniversary date. The shares subject
to this annual option shall vest in full one year from the date of grant and
shall have a term of 10 years. These options shall continue to vest quarterly
only while the director serves. The exercise price per share of each of these
options shall be 100% of the fair market value of a share of BioMarin common
stock at the date of the grant of the option.

   In the event of a merger or the sale of substantially all of the assets of
BioMarin, each option may be assumed or substituted by the successor
corporation. If an option is assumed or substituted, it shall continue to vest
as provided in the plan. However, if a non-employee director's status as a
director of BioMarin or the successor corporation, as applicable, is
terminated, other than upon a voluntary resignation by the non-employee
director, the option shall immediately become fully vested and exercisable. If
the successor corporation does not agree to assume or substitute the option,
each option shall become fully vested and exercisable for a period of 30 days
from the date the Board notifies the optionee of the option's full
exercisability, after which period the option shall terminate.

                                      122



   Options granted under the plan must be exercised within three months of the
end of the optionee's tenure as a director, or within 12 months after
termination by death or disability, but in no event later than the expiration
of the option's ten-year term. No option granted under the plan is transferable
by the optionee other than by will or the laws of descent or distribution. Each
option is exercisable, during the lifetime of the optionee, only by the
optionee. Unless sooner terminated by the Board, the plan will terminate
automatically 10 years from the effective date of the plan.

  Equity Compensation Plans

   The following table provides certain information with respect to all of
BioMarin's equity compensation plans in effect as of December 31, 2001.

                     Equity Compensation Plan Information



                                                        Number of securities  Weighted average  Number of securities
                                                         to be issued upon    exercise price of  remaining available
                                                            exercise of          outstanding     for future issuance
                                                        outstanding options,  options, warrants     under equity
Plan Category                                          warrants and rights(1)    and rights     compensation plans(2)
-------------                                          ---------------------- ----------------- ---------------------
                                                                                       
Equity compensation plans approved by stockholders....       7,766,678             $11.18             1,755,138
Equity compensation plans not approved by stockholders              --                 --                    --
       Total..........................................       7,766,678             $11.18             1,755,138

--------
(1) Does not include any shares of BioMarin common stock issuable under its
    1998 Employee Stock Purchase Plan. BioMarin issues shares under this plan
    once every six months based on employee elections in the preceding six
    months. Pursuant to the terms of this plan, the number of shares to be
    issued and the price per share is not determined until immediately before
    the date of issuance.

(2) Includes options and shares of common stock issuable pursuant to BioMarin's
    1997 Stock Plan, as amended, 1998 Director Option Plan and 1998 Employee
    Stock Purchase Plan. Pursuant to the terms of these plans, the number of
    shares of common stock available for future issuance under these plans
    increases on the first day of each fiscal year of BioMarin or, January 1 of
    each year. On the first day of each fiscal year of BioMarin, the common
    stock available for future issuance under the 1997 Stock Plan increases by
    the lesser of (i) 4% of the then outstanding capital stock of BioMarin,
    (ii) 2,000,000 shares, or (iii) a lower amount set by the BioMarin board of
    directors. On the first day of each fiscal year of BioMarin, the common
    stock available for future issuance under each of the 1998 Director Option
    Plan and the 1998 Employee Stock Purchase Plan increases by the lesser of
    (i) 200,000 shares, (ii) 0.5% of the then outstanding capital stock of
    BioMarin, or (iii) a lower amount set by the BioMarin board of directors.

Report of Audit Committee

   The Audit Committee reviews BioMarin's financial reporting process on behalf
of the board of directors. Management has the primary responsibility for the
financial statements and the reporting process, including the system of
internal controls.

   In this context, the Committee has met and held discussions with management
and the independent auditors. Management represented to the Committee that
BioMarin's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Committee has reviewed and
discussed the consolidated financials statements with management and the
independent auditors. The Committee discussed with the independent auditors
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication With Audit Committees).

   In addition, the Committee has discussed with the independent auditors, the
auditor's independence from BioMarin and its management, including the matters
in the written disclosures required by the Independence Standards Board
Standard No. 1 (Independent Discussions With Audit Committees).


                                      123



   The Committee discussed with management and the independent auditors the
overall scope and plans for the 2001 annual audit. The Committee meets with
management and the independent auditors, with and without management present,
to discuss the results of their examination, the evaluations of BioMarin's
internal controls, and the overall quality of BioMarin's financial reporting.

   In reliance on the reviews and discussions referred to above, the Committee
recommended to the board of directors, and the board has approved, that the
audited financial statements be included in BioMarin's Annual Report on Form
10-K for the year ended December 31, 2001, for filing with the U.S. Securities
and Exchange Commission and the Swiss SWX New Market. The Committee recommended
to the board of directors and the board has approved the selection of
BioMarin's independent auditors for the year ending December 31, 2002. However,
the Committee recommended that the Committee and the board of directors
continue to monitor developments affecting Arthur Andersen LLP.

   Respectfully submitted on March 25, 2002 by the members of the Audit
Committee of the Board of Directors:

Gwynn R. Williams
Erich Sager
Phyllis I. Gardner, M.D.

Report of Compensation Committee

   The Compensation Committee is responsible for setting general compensation
goals and operational guidelines for BioMarin personnel, for setting all
elements of the compensation of the executive officers of BioMarin, and for
approving grants of stock options for BioMarin. At all meetings of the
Compensation Committee in 2001, the Compensation Committee was composed of the
three outside, non-management members of the board of directors.

  Compensation Goals and Policies

   The goal of BioMarin's compensation policies is to provide compensation
sufficient to attract, motivate and retain executives and staff of outstanding
ability and potential. Compensation policies are intended to establish an
appropriate relationship between executive compensation and the creation of
stockholder value as measured by the equity markets. BioMarin uses the
following principles to help achieve that goal:

   (1) BioMarin provides competitive compensation packages incorporating all
       compensation elements for executives and staff based upon BioMarin's
       internal policies and compensation packages at similarly situated
       pharmaceutical and biotechnology companies in the San Francisco Bay Area.

   (2) BioMarin rewards executives and senior staff for outstanding performance
       by the individual and by BioMarin.

   (3) BioMarin seeks to align the long-term interests of the stockholder and
       the executives and the senior staff through the use of employee stock
       options and other stock priced related compensation, such as its
       Employee Stock Purchase Program.

  Considerations for 2001 Compensation

   Increases in base salary for 2001 were made effective January 2001 primarily
based on the progress and achievements of BioMarin during 2000 and competitive
conditions in the job marketplace for biotechnology expertise in the San
Francisco Bay Area marketplace.

   The Compensation Committee took particular note of 2000 achievements
including the initiation of a Phase 3 trial of Aldurazyme and a Phase 1 trial
of Aryplase (formerly rhASB). However, the Compensation Committee also noted
the lack of corporate activity during the first half of 2000.

                                      124



   Based on the Compensation Committee's judgment as to the value of these
events and other less visible internal developments, the Compensation Committee
awarded long-term compensation stock option grants to the executives and staff
of BioMarin. Except for Mr. Price, who is covered under a separate employment
agreement, the Compensation Committee also granted short-term incentive stock
options as a reward for BioMarin's program in comparison to plan in 2000.
Grants under both programs were pro-rated for the portion of the year that the
employee was in the service of BioMarin.

   Salary compensation for the staff below the rank of officer was generally
increased by an average of 5%, which approximated the reported average salary
increase in the biotechnology industry in the San Francisco Bay Area and which
was also pro-rated for time in service during the year. The Compensation
Committee deemed that these compensation actions were appropriate for the
progress made by BioMarin in 2000 and maintained a competitive balance with
biotechnology companies of similar size and state of development in the region.

   With respect to officer salary, the Compensation Committee determined that,
based on the factors described above, it was appropriate and elected to
increase salaries by an average of 15%. Additionally, due to the size of prior
grants of stock options to officers, the Compensation Committee determined that
the prior option grants provided the current officers with significant
motivation and sufficiently linked their compensation to the performance of
BioMarin. The Compensation Committee expressed concerns about limiting the
availability of options for non-officer employees and possible dilution of
current stockholders. Accordingly, the Compensation Committee reduced new
option grants to current officers by an average of one-half.

  Chief Executive Officer Compensation

   Effective October 31, 2000, Mr. Fredric D. Price was elected by the Board of
Directors to the position of Chief Executive Officer and Chairman of the Board.
At that time, the Compensation Committee negotiated a three year employment
agreement, which included a competitive compensation package appropriate to
Mr. Price's demonstrated leadership capabilities and achievements. Mr. Price's
base salary for 2001 was set by this employment agreement. Pursuant to the
terms of his employment contract, Mr. Price was also entitled to a bonus of
$200,000 and an additional stock option grant to purchase 100,000 shares for
his first year of service.

   The terms of Mr. Price's compensation for 2001 were primarily determined
prior to his service with BioMarin. However, the Compensation Committee
believes that, during 2001, Mr. Price has amply demonstrated that his skills
merit his remuneration. In particular, the Compensation Committee notes the
consummation of three financing facilities, which raised more than $156 million
in gross proceeds for BioMarin, the acquisition by BioMarin of the IBEX
pharmaceutical product programs and the advancement of two additional internal
product programs from the lab to clinical trials. In light of these
accomplishments, and in particular the follow on public offering of BioMarin's
common stock the Compensation Committee awarded Mr. Price an additional bonus
of $78,500.

   The Compensation Committee believes that the above authorized compensation
actions based upon BioMarin achievements and competitive compensation levels
will serve to help retain a highly qualified and motivated staff led by
excellent senior management that is a requirement for the prosperity of
BioMarin and the creation of stockholder value.

   Respectfully submitted on March 25, 2002 by the members of the Compensation
Committee of the board of directors:

Erich Sager
Phyllis I. Gardner, M.D.
Gwynn R. Williams

                                      125



Performance Graph

   The following graph compares the cumulative total stockholder return with
the cumulative total return of the Nasdaq Stock Market (U.S.) and the Nasdaq
Pharmaceutical Index of stocks in Standard Industry Code (SIC) 283,
encompassing primarily biotechnology, pharmaceutical and medical specialty
companies, assuming a $100 investment in common stock on July 31, 1999 and
reinvestment of dividends during the period. The period covered by the graph
includes that portion of the fiscal year ended December 31, 1999 during which
BioMarin was publicly traded.

                                    [CHART]


                                    Nasdaq                      Nasdaq
              BioMarin        Stock Market (U.S.)       Pharmaceutical Index
                                                            
7/31/1999       100                  100                         100
                119                  104                         108
                134                  104                         103
                118                  113                         104
                103                  126                         117
                 90                  154                         150
1/31/2000       112                  149                         172
                240                  177                         242
                273                  173                         184
                137                  146                         162
                129                  128                         159
                131                  151                         205
                144                  142                         190
                130                  159                         228
                141                  139                         225
                100                  127                         203
                 75                   98                         180
                 75                   93                         187
1/31/2001        92                  104                         179
                 65                   81                         170
                 57                   69                         139
                 83                   80                         156
                 89                   80                         169
                102                   82                         172
                 91                   76                         159
                 94                   68                         159
                 75                   57                         139
                 88                   64                         153
                 92                   73                         167
                103                   74                         160
1/31/2002



Certain Relationships and Related Transactions

   Since January 1, 2001, there has not been nor is there currently proposed
any transaction or series of similar transactions to which BioMarin was or is
to be a party in which the amount involved exceeds $60,000 and in which any
director, executive officer, holder of more than 5% of BioMarin common stock or
any member of the immediate family of any of the foregoing persons had or will
have a direct or indirect material interest other than (i) compensation
agreements and other arrangements, which are described elsewhere in this Joint
Proxy Circular and (ii) the transaction described below.

  Transactions with Directors, Executive Officers and 5% Stockholders

   During 2001, Glyko paid BioMarin $7,700 per month in management fees for
accounting and related regulatory reporting services.

  Indebtedness Of Directors And Executive Officers

   Other than as described below, no director or executive officer of BioMarin
or associate of any director or executive officer is, or at any time since the
beginning of the most recently completed fiscal year has been, indebted to
BioMarin.

   In April 2001, pursuant to the terms of the employment agreement between
BioMarin and Fredric D. Price, its Chairman and Chief Executive Officer,
BioMarin loaned Mr. Price $860,000 to purchase a local residential property
evidenced by a promissory note secured by the property. The note matures on
October 31, 2004 (subject to various conditions in the employment agreement)
and bears interest at the Federal mid-term rate, adjusted on December 31 of
each year. As of December 31, 2001, this equaled 3.97% per annum, compounded
annually.

   In February 2002, BioMarin loaned $300,000 to Christopher M. Starr, Ph.D.
This loan is evidenced by a promissory note secured by 30,000 otherwise
unencumbered shares of BioMarin common stock held by

                                      126



Dr. Starr. The note matures on October 31, 2002 and bears interest at the rate
of 2.74% per annum, the relevant Applicable Federal Rate as of February 2002.

   Pursuant to the Stock Purchase Agreements under which BioMarin sold stock
("Founders' Shares") to two founding officers of BioMarin, BioMarin has loaned
$1,300,000 and $400,000 to Mr. Denison and Dr. Starr, respectively, to purchase
common stock of BioMarin. The loans are evidenced by interest bearing
promissory notes due on demand and are fully recourse.

   The following table sets forth any indebtedness of directors or executive
officers of BioMarin entered into in connection with the purchase of the
Founders' shares.



                                                                  Outstanding            Security for
                                                      Largest     Indebtedness Number of Indebtedness
                                                     Amount of       as of      Common    Number of
                                                    Outstanding   December 31,  Shares    Shares of
           Name of Borrower               Lender  Indebtedness(1)   2001(1)    Purchased Common Stock
           ----------------              -------- --------------- ------------ --------- ------------
                                                                          
Grant W. Denison, Jr.(2)................ BioMarin   $1,631,660     $1,631,660  1,300,000  1,300,000
Christopher M. Starr, Ph.D.............. BioMarin   $  430,452     $  430,452    400,000    342,956

--------
(1) Includes accrued interest at 6% per annum.
(2) Mr. Denison resigned from the BioMarin board of directors as of May 29,
    2002.

Legal Proceedings

   BioMarin has no material legal proceedings pending.

Auditors, Registrar and Transfer Agent

   The auditors of BioMarin are KPMG LLP, independent certified public
accountants. The transfer agent and registrar for BioMarin's common stock is
Mellon Investor Services LLC, 95 Challenger Road, Ridgefield Park, New Jersey
07660.

                                      127



                 BIOMARIN MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

   BioMarin develops enzyme therapies to treat serious, life-threatening
diseases and conditions. BioMarin leverages its expertise in enzyme biology to
develop product candidates for the treatment of genetic diseases, including MPS
I, MPS VI and PKU, as well as other critical care situations such as
cardiovascular surgery and serious burns. BioMarin's product candidates address
markets for which no products are currently available or where current products
have been associated with major deficiencies. BioMarin focuses on conditions
with well-defined patient populations, including genetic diseases, which
require chronic therapy.

   BioMarin's lead product candidate, Aldurazyme,(TM) which recently completed
a Phase 3 trial, is being developed for the treatment of Mucopolysaccharidosis
I (MPS I) disease.

   BioMarin is developing its second product candidate, Neutralase(TM), for
reversal of anticoagulation by heparin in patients undergoing Coronary Artery
Bypass Graft, or CABG, surgery and angioplasty. BioMarin acquired rights to
Neutralase through its 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, BioMarin
plans to initiate a Phase 3 trial in CABG surgery in the third quarter of 2002.

   In addition to Aldurazyme and Neutralase, BioMarin is developing other
enzyme-based therapeutics for the treatment of a variety of diseases and
conditions. In 2001, BioMarin announced the results of a Phase 1 trial of
Aryplase(TM) for the treatment of MPS VI, another seriously debilitating
genetic disease. Based on data from the Phase 1 trial, BioMarin initiated a
Phase 2 trial of Aryplase in the first quarter of 2002. BioMarin is also
developing Vibrilase/TM/, a topical enzyme product for use in removing burned
skin tissue in preparation for skin grafting or other therapy. BioMarin
initiated a Phase 1 clinical trial of Vibrilase in the United Kingdom in the
fourth quarter of 2001, and expects to analyze the results from this trial in
the fourth quarter of 2002. In addition, BioMarin is pursuing preclinical
development of other enzyme product candidates for genetic and other diseases.

Results of Operations

   In December 2001, BioMarin decided to close the carbohydrate analytical
business portion of its wholly-owned subsidiary, Glyko, Inc., which provided
all of Glyko, Inc.'s revenues. The decision to close Glyko, Inc. has resulted
in the operations of Glyko Inc. being classified as discontinued operations in
BioMarin's consolidated financial statements and, accordingly, BioMarin has
segregated the assets and liabilities of the discontinued operations in its
consolidated balance sheets. In addition, BioMarin has segregated the operating
results in its consolidated statements of operations and has segregated cash
flows from discontinued operations in its consolidated statements of cash flows.

  The Quarters Ended March 31, 2002 and 2001

   For the quarters ended March 31, 2002 and 2001, BioMarin's revenues were
$3.8 million and $2.7 million, respectively, which came exclusively from its
joint venture with Genzyme. The increase in joint venture revenues in the first
quarter of 2002 compared to the same period in 2001 was caused by increased
manufacturing activities in support of BioMarin's Phase 1 and Phase 3 extension
studies of $1.1 million, increased regulatory, clinical and plant and process
validation efforts in preparation for the rolling BLA submission that commenced
in April 2002 of $0.1 million offset by a reduction in process development
activities of $0.1 million.

                                      128



   Research and development expenses increased to $13.2 million in the first
quarter of 2002 from $9.7 million in the comparable period of 2001. The major
factors in the growth of research and development expenses include $2.2 million
of increased expenses for the Aldurazyme joint venture with Genzyme, especially
manufacturing, regulatory and clinical requirements, $0.9 million for
manufacturing and clinical requirements to support BioMarin's Phase 2 clinical
trial and Phase 1 extension study of Aryplase and $0.4 million for the
increased manufacturing and research staff to support its product programs,
including the addition of scientific staff in Montreal, Canada in October 2001
supporting Neutralase and Phenylase and in Vancouver, Canada in March 2002
supporting the technology purchased from Synapse. BioMarin anticipates research
and development expenditures to continue to increase in the future in order to
further develop its drug product candidates.

   General and administrative expenses increased to $3.9 million in the first
quarter of 2002 from $1.5 million in the comparable period of 2001. This
increase was primarily due to costs incurred in the first quarter of 2002 for
legal and other fees associated with the Synapse acquisition of $1.0 million
and the potential acquisition of all of the outstanding capital stock of Glyko
by BioMarin of $0.8 million (in exchange for BioMarin's common stock),
increased staffing in finance, business development, information systems and
purchasing of $0.2 million and expenses related to the implementation of an
improved financial reporting and budgeting software system of $0.2 million.
Over the next year, BioMarin anticipates that general and administrative
expenditures will increase approximately 30%, exclusive of the extraordinary
costs associated with the acquisitions and the implementation of the financial
reporting system. This increase will primarily be due to increased headcount
and facilities to support the growth of BioMarin.

   In-process research and development totaling $11.2 million represents the
majority of the purchase price of BioMarin's acquisition of all of the
outstanding stock of Synapse Technologies Inc. in March 2002 plus related
expenses. On March 21, 2002, BioMarin purchased Synapse including its
development activities and preclinical data on NeuroTrans, a technology that
may allow drugs to cross the blood brain barrier, for $10.2 million in BioMarin
common stock at a deemed price of $11.50 per share (885,240 shares). In
connection with the Synapse purchase, BioMarin issued options and warrants to
purchase 80,221 and 27,419 shares of its common stock, respectively. These
options and warrants were valued using the Black-Scholes option pricing model
and the resulting valuations of $561,000 and $85,000, respectively, were
included as additional purchase price. The purchase agreement includes up to
Cdn. $8 million (which equaled approximately U.S. $5 million as of May 1, 2002)
in contingency payments upon certain regulatory and licensing milestones if
they occur before March 21, 2012.

   Interest income decreased by $88,000 to $380,000 in the first quarter of
2002 from $468,000 in the first quarter of 2001 primarily due to the decrease
in interest rates available on short-term investments, offset in part by higher
cash balances resulting from BioMarin's recent financing activities.

   Interest expense for the first quarter of 2002 was $91,000 and $2,000 in the
comparable period of 2001. The increase was due to equipment loans executed for
$5.5 million in December 2001.

   BioMarin's equity in the loss of its joint venture with Genzyme was $2.3
million for the first quarter of 2002 compared to $1.1 million for the first
quarter of 2001, as the joint venture continued extension studies of the
original Phase 1 clinical trial and the Phase 3 clinical trial of Aldurazyme
and filed an MAA in Europe.

   Net loss from continuing operations was $26.6 million ($0.51 per share,
basic and diluted) and $9.1 million ($0.24 per share, basic and diluted) for
the first quarter of 2002 and 2001, respectively.

   Income (loss) from discontinued operations relating to the Glyko, Inc.
analytics business was $122,000 in the first quarter of 2002 and $(617,000) in
the comparable period of 2001. The increase to income in 2002 was due to an
increase in sales to customers in anticipation of a possible sale or
discontinuance of the analytics business of Glyko, Inc.

                                      129



   Loss from disposal of discontinued operations represents the Glyko, Inc.
closure expense of $141,000 in the first quarter of 2002 consisting primarily
of accrued severance to personnel who did not become BioMarin's employees and
marketing and investment banking fees incurred in connection with the potential
sale of the analytics business of Glyko, Inc.

   Net loss was $26.6 million ($0.51 per share, basic and diluted) and $9.7
million ($0.26 per share, basic and diluted) for the first quarters of 2002 and
2001, respectively.

  Years Ended December 31, 2001 and 2000

   For the years ended December 31, 2001 and 2000, revenues were $11.7 million
and $9.7 million, respectively. Revenues from BioMarin's joint venture with
Genzyme were $11.3 million and $9.7 million, and other revenues were $0.4
million and zero representing grant revenues for the years ended December 31,
2001 and 2000, respectively. The increase in joint venture revenues in 2001 was
primarily the result of increased manufacturing activities in support of
BioMarin's Phase 3 clinical trial and its Phase 1 and Phase 3 extension
studies, increased regulatory, clinical and plant and process validation
efforts in preparation for a BLA that will be filed as soon as possible.

   Research and development expenses increased to $45.3 million in 2001 from
$34.5 million in 2000. The major factors in the growth of research and
development expenses include increased expenses in support of the Aldurazyme
joint venture with Genzyme, especially manufacturing, regulatory and clinical
requirements, manufacturing and clinical requirements to support BioMarin's
Phase 1 clinical trial of Aryplase, of the contract manufacturing requirements
to support BioMarin's Phase 1 clinical trial of Vibrilase and the increased
manufacturing and research staff, including the scientific staff BioMarin
assumed in Montreal, Canada in its purchase of the therapeutic assets of IBEX
Technologies, Inc. and its subsidiaries in October 2001, to support BioMarin's
product programs. BioMarin anticipates research and development expenditures to
increase in the future relating to the increased headcount and facilities to
support its growth.

   General and administrative expenses increased to $6.7 million in 2001 from
$6.5 million in 2000. This increase was primarily due to the costs incurred in
2001 in legal and other fees associated with the potential purchase of all of
the outstanding capital stock of Glyko Biomedical Ltd. by BioMarin (in exchange
for BioMarin common stock) anticipated to close in the second quarter of 2002,
increased staffing in finance, business development, information systems and
purchasing, partially offset savings due to the elimination of the President
position from BioMarin's executive team. BioMarin anticipates general and
administrative expenditures to increase in the future relating to the increased
headcount and facilities to support its growth.

   In-process research and development represents all of the purchase price of
BioMarin's acquisition of the IBEX therapeutic assets in October 2001 plus
related expenses totaling $11.7 million. On October 31, 2001, BioMarin
purchased from IBEX Technologies Inc. and its subsidiaries the development
activities associated with the IBEX therapeutic enzyme drug products (including
Neutralase and Phenylase). The purchase agreement called for a total purchase
price of $10.4 million, consisting of $2 million in cash and $8.4 million of
common stock. In accordance with the purchase agreement, the number of common
shares was based on the average share price from September 5, 2001 to October
8, 2001, which resulted in the issuance of 814,467 shares. In connection with
the transaction, BioMarin issued options to purchase 43,861 shares of its
common stock. These options were valued using the Black-Scholes option pricing
model and the resulting valuation of $291,000 was included as additional
purchase price. The purchase agreement includes up to approximately $9.5
million in contingency payments upon regulatory approval of Neutralase and
Phenylase, provided that approval occurs prior to October 31, 2006.

   Facility closure in 2000, represents a charge of $4.4 million for the
closure of its Carson Street clinical manufacturing facility. The charge
primarily consisted of impairment reserves for leasehold improvements and
equipment located in the Carson Street facility.

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   Interest income decreased by $1.1 million to $1.9 million in 2001 from $3.0
million in 2000 primarily due to the decrease in cash available for investment
through most of the 2001 (as BioMarin's significant follow-on offering occurred
in December 2001) and the decrease in interest rates available on short-term
investments.

   Interest expense for 2001 and 2000 were immaterial. BioMarin expects
interest expense to increase in future years due to equipment loans, executed
for a total of $5.5 million in December 2001.

   BioMarin's equity in the loss of its joint venture with Genzyme was $7.3
million for 2001 compared to $2.9 million for 2000, as the joint venture
conducted a multi-site, placebo-controlled Phase 3 clinical trial of
45 patients which commenced in December 2000 and continued extension studies of
the original Phase 1 clinical trial and the Phase 3 clinical trial of
Aldurazyme.

   Net loss from continuing operations was $57.4 million ($1.40 per share,
basic and diluted) and $35.6 million ($0.99 per share, basic and diluted) for
2001 and 2000, respectively.

   Loss from discontinued operations relating to the Glyko, Inc. analytics
business increased by $0.6 million to $2.3 million in 2001 compared to $1.7
million in 2000 due to the increased sales and production staff in 2001 in an
attempt to grow the core analytics business.

   Loss from disposal of discontinued operations represents the Glyko, Inc.
closure expense of $7.9 million in 2001 consisting primarily of an impairment
reserve against the unamortized balance of goodwill and other intangible assets
related to the initial acquisition of Glyko, Inc. The majority of the Glyko,
Inc. employees will be incorporated into the BioMarin business and such
employees will continue to provide necessary analytic and diagnostic support to
BioMarin's therapeutic products.

   Net loss was $67.6 million ($1.65 per share, basic and diluted) and $37.4
million ($1.04 per share, basic and diluted) for 2001 and 2000, respectively.

  Years Ended December 31, 2000 and 1999

   For the years ended December 31, 2000 and 1999, revenues were $9.7 million
and $5.3 million, respectively representing revenues from BioMarin's joint
venture with Genzyme. The increase in joint venture revenues in 2000 was
primarily the result of increased manufacturing activities as BioMarin began
enzyme production in its new Galli Drive manufacturing facility in Novato,
California.

   Research and development expenses increased to $34.5 million in 2000 from
$26.3 million in 1999. Increased expenses in support of the Aldurazyme joint
venture with Genzyme, especially manufacturing requirements, and of the
Aryplase program were the major factors in the growth of research and
development expenses.

   General and administrative expenses increased to $6.5 million in 2000 from
$4.8 million in 1999. This increase was partially due to the increase in
staffing and facilities in 2000.

   In the first quarter of 2000, BioMarin recorded a charge of $4.4 million for
the closure of its Carson Street clinical manufacturing facility. The facility
was no longer required for the production of Aldurazyme, the initial purpose of
the plant, after a decision by the BioMarin/Genzyme LLC joint venture to use
BioMarin's Galli Drive facility for the manufacture of bulk Aldurazyme both for
the Phase 3 trial and for the commercial launch of Aldurazyme. This decision
was based in part on FDA guidance to use an improved production process, which
was installed in the Galli facility, for the clinical trial, for the BLA
submission and for the commercial production. The majority of BioMarin's
technical staff at the Carson Street facility transferred to the Galli Drive
facility in Novato, California in May 2000. The charge primarily consisted of
impairment reserves for leasehold improvements and equipment located in the
Carson Street facility.

                                      131



   Interest income increased to $3.0 million in 2000 from $1.8 million in 1999
primarily due to increased cash reserves resulting from BioMarin's initial
public offering (concurrent with an investment by Genzyme) in July 1999 and
funds received from exercise of stock options and warrants.

   Interest expense decreased by $0.7 million in 2000 compared to 1999 due to
the interest accrued in 1999 from April through July on BioMarin convertible
notes payable which, along with the accrued interest converted into BioMarin
common stock issued to note holders concurrent with BioMarin's initial public
offering.

   BioMarin's equity in the loss of its joint venture with Genzyme was $2.9
million for 2000 compared to $1.7 million for 1999, as the joint venture
continued the original clinical trial of Aldurazyme and began a Phase 3
clinical trial.

   Net loss from continuing operations was $35.6 million ($0.99 per share,
basic and diluted) and $26.4 million ($0.88 per share, basic and diluted) for
2000 and 1999, respectively.

   Loss from discontinued operations was $1.7 million for 2000 and 1999
representing the Glyko, Inc. analytics business.

   The net loss was $37.4 million ($1.04 per share, basic and diluted) and
$28.1 million ($.94 per share, basic and diluted) for 2000 and 1999,
respectively.

Liquidity and Capital Resources

   BioMarin has financed its operations since its inception by the issuance of
common stock and convertible notes, equipment financing and the related
interest income earned on cash balances available for short-term investment.
Since inception, BioMarin has raised aggregate net proceeds of approximately
$286 million. BioMarin was initially funded by and investment from Glyko.
BioMarin has since raised additional capital from the sale of its common stock
in both public and private offerings and the sale of its other securities, all
of which have since converted into common stock.

   As of March 31, 2002, BioMarin's combined cash, cash equivalents and
short-term investments totaled $114.8 million, a decrease of $16.3 million from
$131.1 million at December 31, 2001. The primary uses of cash during the
quarter ended March 31, 2002 were to finance operations, fund the joint venture
with Genzyme, purchase leasehold improvements and equipment and expenses
associated with the purchase of Synapse (primarily legal fees). The primary
sources of cash during the quarter were the issuance of common stock pursuant
to the exercise of stock options under the 1997 Stock Plan, the aggregate
exercise price of which totaled approximately $0.4 million.

   BioMarin's combined cash, cash equivalents and short-term investments
totaled $114.8 million at March 31, 2002 a decrease of $16.3 million from
$131.1 million at December 31, 2001. The primary use of cash during the quarter
ended March 31, 2002 was to finance operations, fund the joint venture,
purchase leasehold improvements and equipment and expenses associated with the
purchase of Synapse (primarily legal fees). The primary sources of cash during
the quarter were:

  .   equipment financing of $5.5 million; and

  .   the issuance of common stock pursuant to the exercise of stock options
      under the 1997 Stock Plan, the aggregate exercise price of which totaled
      approximately $0.4 million.

   From its inception through March 31, 2002, BioMarin has purchased
approximately $53.3 million of leasehold improvements and equipment. BioMarin
expects that its investment in leasehold improvements and equipment will
increase significantly during the next two years because it will provide
facilities and equipment for a larger staff and increase manufacturing capacity.

                                      132



   BioMarin plans to make substantial commitments to capital projects,
including developing new research and development facilities and expanding its
administrative and support offices.

   For the years ended December 31, 1999, 2000 and 2001, BioMarin's total
research and development expenses were $26.3 million, $34.5 million and $45.3
million, respectively. BioMarin anticipates that research and development
expenditures will continue to increase in the future due to increased head
count and expansion of its facilities to support growth and development of our
drug product candidates.

   As of March 31, 2002, BioMarin's total research and development expense to
date was $131.5 million which was allocated $65.0 million to Aldurazyme, $0.6
million to Neutralase, $14.9 million to Aryplase, $6.6 million to Vibrilase and
$44.4 million to research and development costs not allocated to specific
projects or related to projects that have been abandoned.

   In the first quarter of 2002, BioMarin's research and development expense of
$13.2 million was allocated $7.7 million to Aldurazyme, $0.4 million to
Neutralase, $2.1 million to Aryplase, $0.4 million to Vibrilase and $2.6
million to research and development costs not allocated to specific projects.

   In the year ended December 31, 2001, BioMarin's research and development
expense of $45.3 million was allocated $22.5 million to Aldurazyme, $0.2
million to Neutralase, $8.0 million to Aryplase, $2.8 million to Vibrilase and
$11.8 million to research and development costs not allocated to specific
projects.

   In the year ended December 31, 2000, BioMarin's research and development
expense of $34.5 million was allocated $19.5 million to Aldurazyme, $3.9
million to Aryplase, $0.8 million to Vibrilase and $10.3 million to research
and development costs not allocated to specific projects.

   In the year ended December 31, 1999, BioMarin's research and development
expense of $26.3 million was allocated $10.6 million to Aldurazyme, $0.9
million to Aryplase, $2.6 million to Vibrilase and $12.2 million to research
and development costs not allocated to specific projects or related to projects
that have been abandoned.

   Due to the uncertainty of the development of, and the complications of
obtaining regulatory approval for the commercialization of, pharmaceutical
products, it is impossible to estimate the future costs associated with the
completion of any of BioMarin's product programs, the anticipated completion
date, or the date by which the project will generate significant revenue from
sales, if at all. See "Risk Factors--Risks Relating to BioMarin" and, in
particular, the discussions captioned "If BioMarin fails to obtain regulatory
approval to commercially manufacture or sell any of its future drug products,
or if approval is delayed..."; "To obtain regulatory approval to market
BioMarin's products, preclinical studies and costly and lengthy clinical trials
will be required..."; and "If BioMarin is unable to manufacture its drug
products in sufficient quantities and at acceptable cost..." in that section.

   In September 1998, BioMarin established a joint venture with Genzyme for the
worldwide development and commercialization of Aldurazyme for the treatment of
MPS I. BioMarin shares expenses and profits from the joint venture equally with
Genzyme. Genzyme has committed to pay BioMarin an additional $12.1 million upon
approval of the BLA for Aldurazyme.

   On May 16, 2001, BioMarin sold 4,763,712 shares of BioMarin common stock at
$9.45 per share and, for no additional consideration, issued three-year
warrants to purchase 714,554 shares of common stock at an exercise price of
$13.10 per share and received net proceeds of approximately $41.6 million.
Also, on May 17, 2001, a fund managed by Acqua Wellington purchased 105,821
shares of common stock and received warrants to purchase 15,873 shares of
common stock on the same price and terms as the May 16, 2001 transaction;
BioMarin received net proceeds of approximately $1 million.

   In August 2001, BioMarin signed an amended agreement with Acqua Wellington
North American Equities Fund Ltd. (Acqua Wellington) for an equity investment
in BioMarin. The agreement allows for the purchase of

                                      133



up to $27.7 million. Under the terms of the agreement, BioMarin will have the
option to request that Acqua Wellington invest in BioMarin through sales of
registered common stock at a small discount to market price. The maximum amount
that BioMarin may request to be bought in any one month is dependent upon the
market price of the stock (or an amount that can be mutually agreed-upon by
both parties) and is referred to as the "Draw Down Amount." Subject to certain
conditions, Acqua Wellington is obligated to purchase this amount if requested
to do so by BioMarin. In addition, BioMarin may, at its discretion, grant a
"Call Option" to Acqua Wellington for an additional investment in an amount up
to the "Draw Down Amount" which Acqua Wellington may or may not choose to
exercise. During 2001, Acqua Wellington purchased 1,344,194 shares for $13.5
million ($13.2 million net of issuance costs). Under this agreement, Acqua
Wellington may also purchase stock and receive similar terms of any other
equity financing by BioMarin.

   On December 13, 2001, BioMarin completed a follow-on public offering of
BioMarin common stock. In the offering, BioMarin sold 8,050,000 shares,
including 1,050,000 shares to cover over-allotments, at a price to the public
of $12.00 per share. The net proceeds to BioMarin were approximately $90.4
million.

   During December 2001, BioMarin entered into three separate agreements with
General Electric Capital Corporation for secured loans totaling $5.5 million.
The notes bear interest (ranging from 9.1% to 9.31%) and are secured by certain
manufacturing and laboratory equipment. Additionally, one of the agreements is
subject to a covenant that requires BioMarin to maintain a minimum unrestricted
cash balance of $25 million. Should the unrestricted cash balance fall below
$25 million, the note is subject to prepayment, including prepayment penalties
ranging from 1% to 4%.

   The net proceeds from any sales of BioMarin common stock or equipment
financing will be used to fund operating costs, capital expenditures and
working capital requirements, which may include costs associated with
BioMarin's lead clinical programs including Aldurazyme for MPS I, Neutralase
for heparin reversal, Aryplase for MPS VI and Vibrilase for burn wounds. In
addition, net proceeds may also be used for research and development of other
pipeline products, building of BioMarin's supporting infrastructure, and other
general corporate purposes.

   BioMarin expects its current funds to last through 2003. BioMarin does not
expect to generate positive cash flow from operations at least through 2004
because BioMarin expects to increase operational expenses and manufacturing
investment for the joint venture and to increase research and development
activities, including:

  .   preclinical studies and clinical trials;

  .   process development, including quality systems for product manufacture;

  .   regulatory processes in the United States and international jurisdictions;

  .   clinical and commercial scale manufacturing capabilities; and

  .   expansion of sales and marketing activities.

   Until BioMarin can generate sufficient levels of cash from its operations,
it expects to continue its operations through the expenditure of its current
cash, cash equivalents and short-term investments and possibly supplement its
cash, cash equivalents and short-term investments through:

  .   the sale of equity securities;

  .   equipment-based financing; and

  .   collaborative agreements with corporate partners.

   BioMarin anticipates a need for additional financing to fund the future
operations of its business, including the commercialization of BioMarin's drug
products currently under development. BioMarin cannot assure you that
additional financing will be obtained or, if obtained, will be available on
reasonable terms or in a timely manner.

                                      134



   BioMarin's future capital requirements will depend on many factors,
including, but not limited to:

  .   The progress, timing and scope of BioMarin's preclinical studies and
      clinical trials

  .   The time and cost necessary to obtain regulatory approvals

  .   The time and cost necessary to develop commercial manufacturing
      processes, including quality systems and to build or acquire
      manufacturing capabilities

  .   The time and cost necessary to respond to technological and market
      developments

  .   Any changes made or new developments in BioMarin's existing
      collaborative, licensing and other commercial relationships or any new
      collaborative, licensing and other commercial relationships that BioMarin
      may establish

   BioMarin plans to continue its policy of investing available funds in
government securities and investment grade, interest-bearing securities.
BioMarin does not invest in derivative financial instruments, as defined by
Statement of Financial Accounting Standards No. 119.

New Accounting Pronouncements

  SFAS No. 141

   On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Intangible Assets. Major
provisions of these Statements are as follows: all business combinations
initiated after June 30, 2001 must use the purchase method of accounting;
intangible assets acquired in a business combination must be recorded
separately; all acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; effective January 1,
2002, goodwill and intangible assets with indefinite lives will not be
amortized but will be tested for impairment annually using a fair value
approach; other intangible assets will continue to be valued and amortized over
their estimated lives; in-process research and development acquired in business
combinations will continue to be written off immediately. BioMarin does not
expect this standard to have a material impact on its consolidated financial
position or results of operations.

  SFAS No. 143

   In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." BioMarin does not expect this standard to have a material impact
on its consolidated financial position or results of operations.

  SFAS No. 144

   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." SFAS No. 144 broadens the presentation of
discontinued operations to include more transactions and eliminates the need to
accrue for future operating losses. Additionally, SFAS No. 144 prohibits the
retroactive classification of assets as held for sale and requires revisions to
the depreciable lives of long-lived assets to be abandoned. SFAS No. 144 will
be effective January 1, 2002 for BioMarin. BioMarin does not expect this
standard to have a material impact on its consolidated financial position or
results of operations.

Critical Accounting Policies

  Investment in BioMarin/Genzyme LLC and Related Revenue

   Under the terms of BioMarin's joint venture agreement with Genzyme, BioMarin
and Genzyme have each agreed to provide 50 percent of the funding for the joint
venture. All research and development, sales and

                                      135



marketing, and other activities performed by Genzyme and BioMarin on behalf of
the joint venture are billed to the joint venture at cost. Any profits or
losses of the joint venture are shared equally by the two parties. BioMarin
provided $43.9 million in funding to the joint venture from inception through
March 31, 2002.

   During the years ended December 31, 1999, 2000, 2001 and for the period from
March 21, 1997 (inception) through December 31, 2001, BioMarin incurred
expenses and billed $10.6 million, $19.4 million, $22.6 million and $54.4
million, respectively, for services provided to the joint venture under
BioMarin's Agreement. Of these amounts, $5.3 million, $9.7 million, $11.3
million and $27.2 million, respectively, or 50 percent, was recognized as
revenue in accordance with BioMarin's policy of recognizing revenue to the
extent that research and development costs billed to the joint venture have
been funded by Genzyme. At December 31, 2000, and 2001, BioMarin had
receivables of $1.8 million and $3.1 million, respectively, related to these
billings.

   BioMarin accounts for its investment in the joint venture using the equity
method. Accordingly, BioMarin records a reduction in its investment in the
joint venture for its 50 percent share of the loss of the joint venture. The
percentage of the costs incurred by BioMarin and billed to the joint venture
that are funded by BioMarin (50 percent), is recorded as a credit to BioMarin's
equity in the loss of the joint venture.

  Discontinued Operations

   The decision to close Glyko, Inc. has resulted in the operations of Glyko
Inc. being classified as discontinued operations in BioMarin's consolidated
financial statements and, accordingly, BioMarin has segregated the assets and
liabilities of the discontinued operations in its consolidated balance sheets
as of December 31, 2000 and 2001. In addition, BioMarin has segregated the
operating results in its consolidated statements of operations and has
segregated cash flows from discontinued operations in its consolidated
statements of cash flows for all periods presented. The notes to BioMarin's
consolidated financial statements reflect the classification of Glyko Inc.
operations as discontinued operations.

   The loss on disposal of discontinued operations included in BioMarin's
consolidated statement of operations reflects certain adjustments required at
December 31, 2001 primarily to record an impairment reserve against the
unamortized goodwill related to Glyko, Inc. of approximately $7.8 million.

  Goodwill and Other Intangible Assets

   In connection with the acquisition of Glyko, Inc. in 1998, BioMarin recorded
intangible assets of $11.7 million. Additional intangible assets of $891,000
were recorded in connection with the acquisition by Glyko, Inc. of the key
assets of the bio-chemical research reagent division of Oxford GlycoSciences
Plc. (OGS), a company not related to Glyko, Inc. During 2000, BioMarin revised
its estimate of the useful life of these intangible assets downward to 7 years;
the effect of this change increased amortization expense in 2000. BioMarin
recorded an impairment reserve against the unamortized balance of $7.8 million
at December 31, 2001 as a result of its decision to close the business.

  Impairment of Long-Lived Assets

   BioMarin regularly reviews long-lived assets and identifiable intangibles
whenever events or circumstances indicate that the carrying amount of such
assets may not be fully recoverable. BioMarin evaluates the recoverability of
long-lived assets by measuring the carrying amount of the assets against the
estimated undiscounted future cash flows associated with them. At the time such
evaluations indicate that the future undiscounted cash flows of certain
long-lived assets are not sufficient to recover the carrying value of such
assets, the assets are adjusted to their fair values.

                                      136



  Income Taxes

   BioMarin records a valuation allowance to reduce its deferred tax assets to
the amount that is more likely than not to be realized. For all periods
presented, BioMarin has recorded a full valuation allowance against its net
deferred tax asset. While BioMarin has considered future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the need for
the valuation allowance, in the event it were to determine that it would be
able to realize its deferred tax assets in the future in excess of its net
recorded amount, an adjustment to the deferred tax asset would increase income
in the period such determination was made.

Quantitative and Qualitative Disclosure about Market Risk

   BioMarin's exposure to market risk for changes in interest rates relates
primarily to its investment portfolio. By policy, BioMarin places its
investments with highly rated credit issuers and limits the amount of credit
exposure to any one issuer. As stated in BioMarin's policy, BioMarin seeks to
improve the safety and likelihood of preservation of its invested funds by
limiting default risk and market risk. BioMarin has no investments denominated
in foreign country currencies and therefore is not subject to foreign exchange
risk.

   BioMarin mitigates default risk by investing in high credit quality
securities and by positioning its portfolio to respond appropriately to a
significant reduction in a credit rating of any investment issuer or guarantor.
The portfolio includes only marketable securities with active secondary or
resale markets to ensure portfolio liquidity.

   Based on BioMarin's investment portfolio and interest rates at March 31,
2002, BioMarin believes that a 100 basis point change in interest rates would
result in a decrease or increase of approximately $1.1 million, respectively,
in the fair value of the investment portfolio. Changes in interest rates may
affect the fair value of the investment portfolio; however, BioMarin will not
recognize such gains or losses unless the investments are sold. Moreover, such
gains or losses in income have historically been immaterial, because BioMarin
has generally held the majority of such investments to maturity, a practice
BioMarin currently intends to continue.

   The table below presents the carrying value for BioMarin's investment
portfolio. The carrying value approximates fair value at December 31, 2001 and
March 31, 2002 (unaudited).

   Investment portfolio:



                                              Dec. 31, 2001 March 31, 2002
                                              ------------- --------------
                                                     Carrying value
                                              --------------------------
                                                     (in thousands)
                                                      
     Cash and cash equivalents...............   $ 12,528       $ 18,202
     Short-term investments..................    118,569*        96,596**
                                                --------       --------
        Total................................   $131,097       $114,798
                                                ========       ========

--------
*  19% invested in A1/P1 rated commercial paper and 81% in United States agency
   securities.
** 33% invested in a bond mutual fund, 4% in corporate bonds, 47% in callable
   and non-callable Federal agencies and 16% in money market funds.

                                      137



                               BUSINESS OF GLYKO

Overview

   Glyko filed its certificate and articles of incorporation under the laws of
Canada on June 26, 1992. Glyko's registered office is Box 25, Commerce Court
West, 199 Bay Street, Toronto, Ontario, Canada M5L 1A9. Glyko's principal
executive office is 371 Bel Marin Keys Blvd., Suite 210, Novato, CA 94949. On
December 21, 1992, simultaneously with the initial public offering of its
common shares and listing on the Toronto Stock Exchange, Glyko acquired 100% of
the outstanding shares of Glyko, Inc., a company incorporated under the laws of
Delaware. At the time of acquisition, Glyko, Inc. was involved with original
scientific research aimed at developing novel analytic research instrumentation
for carbohydrate research and for human medical diagnosis. Glyko was
incorporated for the sole purpose of acquiring Glyko, Inc.

   On October 25, 1996, Glyko formed BioMarin to develop its pharmaceutical
products. On October 7, 1998, Glyko sold Glyko, Inc. to BioMarin. Glyko, Inc.
continues to be a wholly-owned subsidiary of BioMarin producing certain
carbohydrate analytical products. As a result of its sale of Glyko, Inc., Glyko
has no operating activities or operational employees. Glyko's only significant
asset, other than cash, and cash equivalents, is its investment in BioMarin. As
of March 31, 2002, Glyko's ownership percentage of BioMarin is approximately
21.3% based on the number of issued and outstanding shares of BioMarin common
stock as of such date.

   Since its inception, Glyko has recorded retained earnings of approximately
$16.2 million and, in the event the arrangement does not proceed, expects to
incur losses due to its share of BioMarin's net loss resulting from the ongoing
research and development of BioMarin's pharmaceutical product candidates.

   Since October 8, 1998, Glyko has agreed to pay BioMarin a monthly management
fee of $7,700 for its services to Glyko primarily relating to management,
accounting, finance and government reporting.

Security Ownership of Certain Beneficial Owners and Management

   The following table sets forth, to Glyko's knowledge, information regarding
holdings of Glyko's common shares as of         , 2002, by:

  .   persons beneficially owning, directly or indirectly, or exercising
      control or direction over, more than 5% of Glyko's common shares;

  .   directors and officers individually; and

  .   directors and officers as a group.



                                      Number of Glyko Percentage of Glyko
      Name & Address of Shareholder    Common Shares     Common Shares
      -----------------------------   --------------- -------------------
                                                
      EquityfourLife (Bahamas) Ltd...    3,000,000            8.7%
       P.O. Box N-7168
       Ambassador House, Bank Lane
       Nassau, Bahamas

      A&A Actienbank.................    2,863,000(1)         8.3%
       Baarerstrasse 57
       P.O. Box 4639
       6304 Zug, Switzerland

      Gwynn R. Williams..............    2,848,488            8.3%
       c/o Life Science Research Ltd.
       3rd Floor Salisbury House
       15 Victoria Street
       Douglas, Isle of Man
       British Isles, UK


                                      138





                                         Number of Glyko Percentage of Glyko
   Name & Address of Shareholder          Common Shares     Common Shares
   -----------------------------         --------------- -------------------
                                                   

   Joerg Gruber.........................     148,441(2)           *
    c/o Clubb Capital Ltd.
    112/113 The Chambers
    Chelsea Harbour
    London, SW10 0XF
    England

   Johannes M. Glaus....................     102,451(3)           *
    c/o Wyler Lustenberger Glaus
    Sempacherstrasse 15
    CH-8032
    Zurich, Switzerland

   Erich Sager..........................      20,000(4)           *
    c/o A&A Actienbank
    Baarerstrasse 57
    P.O. Box 4639
    6304 Zug, Switzerland

   Urs Specker..........................      20,000(4)           *
    c/o Ansbacher (Switzerland), Limited
    PO Box 2071, Muhlebachstasse 54
    CH-8032
    Zurich, Switzerland

   John A. Kolada.......................      10,000(4)           *
    c/o Blake, Cassels & Graydon LLP
    Box 25, Commerce Court West
    199 Bay Street
    Toronto, Ontario
    Canada M5L 1A9

   Jeffrey C. Trossman..................      10,000(4)           *
    c/o Blake, Cassels & Graydon LLP
    Box 25, Commerce Court West
    199 Bay Street
    Toronto, Ontario
    Canada M5L 1A9

   David G.P. Allan.....................       3,897(5)           *
    c/o YM BioSciences Inc.
    5045 Orbitor Drive
    Building 11, Suite 400
    Mississauga, Ontario
    Canada L4W 4Y4

   All Officers and Directors...........     314,789(6)           *

--------
 *  Less than 1%.

(1) Includes 300,500 common shares held beneficially by A&A Actienbank. The
    remainder of common shares are held in discretionary accounts for the
    benefit of clients of A&A Actienbank.


(2) Includes 100,441 common shares held by Clubb Capital Ltd., and 38,000
    common shares held by Clubb BioCapital Ltd., both of which Mr. Gruber is an
    affiliate. Mr. Gruber disclaims beneficial ownership of the

                                      139



   shares held by the companies except to the extent of his pecuniary interest.
   Includes 10,000 common shares issuable upon exercise of options within 60
   days of [       2002]. In the event that the transaction with BioMarin is
   completed, an additional 2,500 common shares will be issuable upon exercise
   of options that will immediately become exercisable.

(3) Includes 10,000 common shares issuable upon exercise of options within 60
    days of [      , 2002]. In the event that the transaction with BioMarin is
    completed, an additional 2,500 common shares will be issuable upon exercise
    of options that will immediately become exercisable.

(4) Includes 10,000 common shares issuable upon exercise of options within 60
    days of [      , 2002]. In the event that the transaction with BioMarin is
    completed, an additional 2,500 common shares will be issuable upon exercise
    of options that will immediately become exercisable.

(5) Includes 3,897 common shares issuable upon exercise of options within 60
    days of [      , 2002]. In the event that the transaction with BioMarin is
    completed, an additional 2,500 common shares will be issuable upon exercise
    of options that will immediately become exercisable.

(6) Includes 63,897 common shares issuable upon exercise of options within 60
    days of [      , 2002]. In the event that the transaction with BioMarin is
    completed, an additional 17,500 common shares will be issuable upon
    exercise of options that will immediately become exercisable.

Management of Glyko

   The following table sets forth information with respect to the directors and
executive officers of Glyko.



                                                                     Year Joined
     Name                  Age               Position                  Company
     ----                  ---               --------                -----------
                                                            
Joerg Gruber.............. 41  Chairman and Director                    2000
John A. Kolada(1)......... 37  Secretary and Director                   2000
Jeffrey C. Trossman(1).... 41  Director                                 2000
Johannes M. Glaus(1)...... 48  Director                                 2000
Urs Specker............... 48  Director                                 2000
David G. P. Allan......... 60  Director                                 2001
Erich Sager............... 43  President and Chief Executive Officer    2000

--------
(1) Member of the Audit Committee.

   All directors hold office until the next annual meeting of shareholders or
until their successors are elected and qualified. Officers are appointed by the
board of directors and serve at the discretion of the board. There are no
family relationships among Glyko's officers and directors.

   Joerg Gruber has served as Glyko's Chairman and one of Glyko's directors
since June 2000 and is Chairman of Clubb Capital Limited and Clubb BioCapital
Limited, London, England. He was co-founder of Clubb Capital in 1995 and
founded Clubb BioCapital in 1999 which specializes in financing biotechnology
and pharmaceutical companies. Clubb Capital has acted as agent to Glyko and to
BioMarin in raising substantial amounts of equity capital on a private
placement basis. Before joining Clubb Capital, Mr. Gruber was an independent
venture consultant for five years. Prior to that, he had responsibility for
fixed income sales, first with Goldman Sachs and later with Shearson Lehman.
Mr. Gruber started his career with Union Bank of Switzerland where, over a
nine-year period, he moved from its management-training program to
responsibility for Swiss equity sales to a number of European countries.

   John A. Kolada has served as Glyko's Secretary and one of Glyko's directors
since June 2000. Mr. Kolada has been a partner in Blake, Cassels & Graydon LLP
since 1996 and a solicitor with that firm since 1992,

                                      140



specializing in corporate finance, mergers and acquisitions and other corporate
and commercial matters with extensive experience in advising biotechnology and
pharmaceutical industry participants. He was based in the U.K. office of Blake,
Cassels & Graydon LLP in London from 1996 to July 2000, at which time he
returned to the firm's Toronto office.

   Jeffrey C. Trossman has served as one of Glyko's directors since June 2000.
Mr. Trossman has been a partner in Blake, Cassels & Graydon LLP since 1997 and
a solicitor with that firm since 1991. Mr. Trossman's practice focuses on all
aspects of income tax planning, including corporate re-organizations, corporate
financing transactions, international taxation and the taxation of mutual funds
and other investment vehicles. He has acted as counsel for a wide variety of
public and private companies and is based in the firm's head office in Toronto.

   Johannes M. Glaus has served as one of Glyko's directors since June 2000 and
has been a partner in the Zurich law firm Wyler Lustenberger Glaus since 1999.
Mr. Glaus was a partner in the Zurich law firm Rinderknecht Glaus & Stadelhofer
from 1988 to 1998 and prior to that time he was a solicitor with the Zurich law
firm Pestalozzi Gmuer & Patry and the U.S. law firm O'Melveny & Myers, based in
New York. Mr. Glaus has been admitted to the Bars of Zurich and New York. He
also serves on the boards of a number of companies based in Switzerland and
elsewhere including SMS Securities, a licensed Swiss securities dealer.

   David G.P. Allan has been Chief Executive Officer of YM BioSciences Inc.
since April, 1998. Prior to April, 1998, Mr. Allan was Executive Director,
Yorkton Securities Inc. In 1992 he founded the Knowledge-Based Industries Group
of a Canadian investment banking firm, organized as the first entity in Canada
involved in financing, analyzing and creating strategic alliances for life
sciences and information technology companies. He has been in the investment
banking industry in Canada since 1961. He has been a governor of The Toronto
Stock Exchange, a member of the Toronto Society of Financial Analysts and the
Canadian Healthcare Licensing Association.

   Urs Specker has served as one of Glyko's directors since June 2000 and has
served as Chief Executive Officer of Ansbacher (Switzerland) Limited since
1991. Ansbacher (Switzerland) Limited is a member of the Henry Ansbacher Group,
a well-established private specialist banking organization. Prior to that he
worked with a Paribas Group Company where he became Managing Director in 1989.
From October 1982 to December 1986, Mr. Specker was with BBC AG Brow, Boveri &
Cie (now ABB), undertaking assignments both in sales of large turnkey projects
and as a management consultant. Prior to that he worked with another Swiss
industrial group with assignments in Geneva and Birmingham, England. Mr.
Specker serves on the boards of several other companies.

   Erich Sager has served as Glyko's President and Chief Executive Officer
since June 2000. Since September 1996, Mr. Sager has served as the Chairman of
LaMont Asset Management SA, a private investment management firm. From April
1994 to August 1996, Mr. Sager served as Senior Vice President, Head of Private
Banking for Dresdner Bank (Switzerland) Ltd. From September 1991 to March 1994,
Mr. Sager served as Vice President, Private Banking-Head German Desk for
Deutsche Bank (Switzerland) Ltd. From 1981 to 1989, Mr. Sager held various
positions at a number of banks in Switzerland. Mr. Sager serves as a director
of BioMarin, Restoragen, Inc., Dentalview, Inc., Kimsa Holding, LaMont Asset
Management, SA and Sermont Asset Management, SA. Mr. Sager received a Business
Degree from the School of Economics and Business Administration in Zurich,
Switzerland.

Meetings of the Board and its Committees

   The board of directors manages the business of Glyko. It establishes overall
policies and standards for Glyko and reviews the performance of management. In
addition, the board has established an audit committee whose functions are
briefly described below. The board has not established a nominating committee.
In June 2000, the board decided to assume the responsibilities of the
compensation committee for making determinations regarding salaries, bonuses
and other compensation and making decisions with respect to awards, including
but

                                      141



not limited to stock option grants to Glyko's directors and officers. The
directors are kept informed of Glyko's operations at meetings of the board and
its committees through reports and analyses from, and discussions with,
management.

   During the fiscal year ended December 31, 2001, the board of directors met
on 13 occasions and took action by unanimous written consent on one occasion.

Audit Committee

   The audit committee provides oversight of (i) Glyko's financial reporting
processes, system of internal controls and audit process and (ii) Glyko's
independent auditors. The audit committee also recommends to the board of
directors the appointment of the independent certified public accountants. As
of December 31, 2001, the members of the audit committee were Mr. Kolada, Mr.
Trossman and Mr. Glaus. During the fiscal year ended December 31, 2001, the
audit committee met once.

Compensation of Directors

   On January 29, 2001, each of the then directors and officers of Glyko was
granted an option to purchase 5,000 common shares at an exercise price of
Cdn.$4.50 per share, in lieu of monetary compensation, for services rendered
and to be rendered in their capacity as directors and officers for 2001. David
Allan, who was elected as a director of Glyko on September 20, 2001, was
granted an option on January 15, 2002 to purchase 1,397 common shares at an
exercise price of Cdn.$6.75 per share for services rendered in his capacity as
a director of Glyko for the portion of 2001 that he served as such.

   On January 15, 2002, each director and officer of Glyko as of December 31,
2001, was granted an option to purchase 5,000 common shares at an exercise
price of Cdn.$6.75, in lieu of monetary compensation, for services to be
rendered in their capacity as directors and officers for 2002.

Directors' and Officers' Insurance

   Glyko has purchased a Cdn.$5,000,000 policy to insure against liabilities
incurred by its directors and officers in connection with the performance of
their duties. Glyko currently pays a premium of Cdn.$22,680 per year in respect
of directors' and officers' insurance, which is subject to adjustment on the
yearly renewal date. The policy carries a Cdn.$50,000 deductible with respect
to all claims other than securities claims, which carry a Cdn.$75,000
deductible.

Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the United States Securities Exchange Act of 1934 requires
Glyko officers and directors, as well as persons who own 10 percent or more of
a registered class of Glyko's equity securities, to file with the U.S.
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Glyko's common shares. Officers, directors and 10% or
more shareholders are required by U.S. Securities and Exchange Commission
regulations to furnish Glyko with copies of all Section 16(a) forms they file.

   To Glyko's knowledge, based solely on review of the copies of such reports
furnished to Glyko or written representations that no other reports were
required, during the fiscal year ended December 31, 2001, all officers,
directors, and 10% shareholders complied with all Section 16(a) filing
requirements.

                                      142



Executive Compensation

   Glyko is required to disclose compensation paid by it during the last three
fiscal years to (i) its Chief Executive Officer; (ii) its four most highly
compensated executive officers, other than the Chief Executive Officer, who
were serving as executive officers at the end of fiscal 2001; and (iii) any
additional individual for whom such disclosure would have been provided under
(ii) above but for the fact that the individual was not serving as an executive
officer at the end of fiscal 2001; provided, however, that no disclosure need
be provided for any executive officer, other than the CEO, whose total annual
salary and bonus does not exceed Cdn.$100,000.

   Glyko's officers receive no cash compensation. No executive officer received
total compensation, including salary, bonus, or other compensation, in excess
of Cdn.$100,000 during the year ended December 31, 2001. Accordingly, the
following table discloses compensation paid by Glyko during the last three
fiscal years to (i) Mr. Erich Sager, Glyko's Chief Executive Officer beginning
in June 2000; and (ii) Dr. John C. Klock, Glyko's Chief Executive Officer until
June 2000. These officers are the "Named Executive Officers."

                          Summary Compensation Table



                                                                             Long-Term
                                                                            Compensation
                                            Annual Compensation               (Cdn.$)
                                   ------------------------------------- ------------------
                                                                          Number of Shares   All Other
                                                          Other Annual   Underlying Options Compensation
 Name and Principal Position  Year Salary ($) Bonus ($) Compensation ($)    Granted (#)       (Cdn.$)
 ---------------------------  ---- ---------- --------- ---------------- ------------------ ------------
                                                                          
 Erich Sager(1).............. 2001     --        --            --              5,000           18,000(3)
   President and              2000     --        --            --              2,500           10,500(3)
  Chief Executive Officer     1999     --        --            --                 --               --
 John C. Klock, M.D.(2)...... 2001     --        --            --                 --               --
   Former President and       2000     --        --            --              5,000               --
  Chief Executive Officer     1999     --        --            --              4,000               --

--------
(1) Mr. Sager was appointed President and Chief Executive Officer in June 2000
    following the election of directors at the annual meeting of shareholders.

(2) Dr. Klock served as Glyko's President and Chief Executive Officer from
    December 1992 until June 2000.

(3) Mr. Sager is entitled to receive Cdn.$1,500 per month in connection with
    fees and expenses incurred as President and Chief Executive Officer of
    Glyko, which entitlement commenced in June 2000. Mr. Sager received a lump
    sum pre-payment of approximately Cdn.$42,300 in late 2000 for these fees
    and expenses. As a result, as of May 2002, Mr. Sager has an outstanding
    prepaid balance of Cdn.$6,300.

Stock Option Plan

   Glyko has a stock option plan under which Glyko's board of directors may
grant options to purchase shares of Glyko common shares to its directors,
officers, consultants and key employees. The plan is administered by the board
of directors. Options granted under the plan have an exercise price not less
than the closing price of Glyko common shares on the Toronto Stock Exchange on
the trading day immediately prior to the date of grant or the average of the
bid and ask prices if no sales are reported on the Toronto Stock Exchange on
such trading day. Options are exercisable over a number of years specified at
the time of the grant which cannot exceed 10 years. The aggregate number of
common shares subject to options granted under the plan cannot exceed 3,000,000
common shares without shareholder approval and no one optionee is entitled to
hold options exceeding 5% of the common shares outstanding. Also, the maximum
number of shares which may be reserved for issuance under the plan may not
exceed 10% of the Glyko common shares outstanding without shareholder approval.

   In general, stock options granted under the plan terminate within 90 days of
the termination of an optionee's employment. Options also terminate within 6
months of the death of the optionee. Options granted under the plan

                                      143



are not transferable. As of the date hereof, 81,397 options (net of exercised
and cancelled options) have been approved by the board of directors.

   Options are only granted in compliance with applicable securities
legislation, and the plan is operated in conformity with the requirements of
the Toronto Stock Exchange.

Fiscal 2001 Option Grants

   The following table shows stock option grants to the Named Executive
Officers during fiscal 2001.



              Stock Option Grants in the Most Recently Completed Financial Year
---------------------------------------------------------------------------------------------
              Number of
              Securities                  Exercise
              Underlying Percent of Total   Price                    Market Value of Securities
               Options   Options Granted  Per Share   Option Term    Underlying Options on the
  Name         Granted       in 2001       ($) (1)  Expiration Date  Date of Grant ($/Share)(1)
  ----        ---------- ---------------- --------- ---------------- --------------------------
                                                      
Erich Sager..   5,000           17%         4.50    January 28, 2005            5.00

--------
(1) All dollar values are stated in Canadian dollars. As of December 31, 2001,
    the U.S. dollar to Canadian dollar exchange rate was $1.00 = Cdn. $0.6279.

Options Exercises/Fiscal Year Ended Value

   The following table shows stock option exercises and the value of
unexercised stock options held by the Named Executive Officers during fiscal
2001.

                AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL
                       YEAR AND FY-END OPTION/SAR VALUES



                                       Number of Securities Underlying       Value of Unexercised
                                        Unexercised Options at              in-the-money Options at
                Shares                     December 31, 2001               December 31, 2001 (1)(2)
              Acquired on    Value     ------------------------------- ---------------------------------
  Name         Exercise   Realized ($) Exercisable    Unexercisable    Exercisable ($) Unexercisable ($)
  ----        ----------- ------------ -----------    -------------    --------------- -----------------
                                                                     
Erich Sager..     --           --         7,500            --              18,750             --

--------
(1) Represents the positive difference between the closing price of Glyko's
    common shares on December 31, 2001 of Cdn.$7.00 per share and the exercise
    price of the options.

(2) All dollar values are stated in Canadian dollars. As of December 31, 2001,
    the U.S. dollar to Canadian dollar exchange rate was $1.00 = Cdn.$0.6279.

Employment Contracts and Termination of Employment and Change of Control
Arrangements

   None of the Named Executive Officers is a party to an employment agreement
with Glyko.

                                      144



Performance Graph

   The following graph compares the cumulative total shareholder return on
Glyko common shares for the last five fiscal years with the cumulative total
return on (i) the Toronto Stock Exchange 300 Composite Index and (ii) the
Nasdaq Pharmaceutical Index.

                   COMPARISON OF CUMULATIVE TOTAL RETURN(1)

                                    [CHART]


                 The Company          TSE         Nasdaq Pharmaceutical Index
                                         

1996                100               100                     100
1997                313               113                     151
1998               1688               109                     223
1999               1500               142                     200
2000               1013               151                     275
2001               1750               130                     227





--------
(1) The graph assumes that the value of the investment in the common shares and
    in each index was $100 at December 31, 1996. Does not give effect to
    fluctuations in the currency exchange rate between the U.S. and Canadian
    dollar.

   The comparisons in this table are required by the securities regulatory
authorities and, therefore, are not intended to forecast or be indicative of
possible future performance of Glyko common shares.

Certain Relationships and Related Transactions

   Since October 8, 1998, Glyko has agreed to pay BioMarin a monthly management
and reporting fee for its services to Glyko primarily relating to management,
accounting, finance and government reporting.

   During 2001, Glyko paid BioMarin $7,700 per month with respect to this
management fee.

   Glyko pays legal fees to Blake, Cassels and Graydon LLP in which two of its
directors, Mr. Kolada and Mr. Trossman, are partners. These legal fees include
fees for general corporate services and expenses incurred with respect to the
transaction described herein.

                                      145



                 GLYKO MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   You should read the following in conjunction with Glyko's financial
statements and the notes thereto appearing elsewhere in this Joint Proxy
Circular. The forward-looking statements in this Joint Proxy Circular, Glyko's
expectations regarding its future performance, liquidity and capital resources
and other non-historical statements in this discussion include numerous risks
and uncertainties, as described in the "Risk Factors" section of this Joint
Proxy Circular. Glyko's actual results may differ materially from those
contained in any forward-looking statements. You should read this discussion
completely and with the understanding that Glyko's actual future results may be
materially different from what it expects. Glyko may not update these
forward-looking statements after the date of this Joint Proxy Circular, even
though its situation will change in the future. All forward-looking statements
attributable to Glyko are expressly qualified by these cautionary statements.

   Glyko's management discussion and analysis of operations is based on Glyko's
financial statements which, in order to comply with Canadian securities
regulatory requirements, are prepared in accordance with Canadian GAAP and are
attached hereto as Annex J.

Overview

   As a result of Glyko's sale of Glyko, Inc. to BioMarin as of October 7,
1998, Glyko has no operating activities and its principal asset is its
investment in BioMarin. At this time, Glyko has no plans to commence any
operating activities or to diversify its assets. Glyko is a Canadian holding
company that at March 31, 2002 owned approximately 21.3% of the capital stock
of BioMarin. Glyko records BioMarin's results of operations using the equity
method of accounting.

   On February 7, 2002, Glyko announced that it had reached a definitive
agreement with BioMarin under which all of Glyko's outstanding shares will be
acquired by BioMarin in exchange for up to 11,367,617 shares of BioMarin common
stock. If the proposed purchase by BioMarin is approved by stockholders of
BioMarin, Glyko shareholders, relevant regulatory authorities and the Superior
Court of Justice (Ontario), Glyko will become a wholly-owned indirect
subsidiary of BioMarin and will concurrently continue into British Columbia as
a company with no operations.

   In 1999, 2000 and 2001, Glyko recognized equity in losses of BioMarin of
$10.2 million, $11.9 million and $18.9 million, respectively. These losses were
offset by gains on reduction of share ownership of BioMarin of $26.8 million,
$1.4 million and $30.5 million, respectively, generated by BioMarin stock sales
to third parties. Glyko expects to continue to incur losses due to its share of
BioMarin's net loss from the ongoing research and development of BioMarin's
pharmaceutical product candidates through the second quarter of 2002 (until the
proposed purchase of Glyko by BioMarin discussed above). The BioMarin losses do
not have an impact on Glyko's cash position. BioMarin has an accumulated
deficit of $174.7 million at March 31, 2002 and is expected to incur
significant losses through 2004. However, based on the financings that BioMarin
completed and its market capitalization, Glyko does not believe that there has
been any impairment of its investment in BioMarin.

Results of Operations

  Quarters Ended March 31, 2002 and 2001

   Glyko does not engage in any operating activities, there were no revenues or
cost of revenues for the quarters ended March 31, 2002 and 2001 and there were
no research and development expenses for the quarters ended March 31, 2002 and
2001.

   Glyko's general and administrative expenses were $295,114 for the quarter
ended March 31, 2002, an increase of $224,779 from general and administrative
expenses of $70,335 incurred for the quarter ended

                                      146



March 31, 2001. This increase was primarily due to additional legal and other
expenses associated with the proposed acquisition of Glyko by BioMarin. Glyko's
general and administrative expenses for the quarters ended March 31, 2002 and
2001 primarily represented legal fees, fees billed by BioMarin for management,
accounting, finance and government reporting, and other expenses including
press releases, transfer agent and audit and tax fees.

   Glyko's equity in loss of BioMarin for the quarter ended March 31, 2002 was
$3.3 million compared to $3.1 million for the quarter ended March 31, 2001, an
increase of $0.2 million. This increase is due primarily to Glyko's percentage
of the research and development expenses incurred by BioMarin in the first
quarter of 2002, in support of BioMarin's Aldurazyme, Aryplase, Neutralase and
Vibrilase product development programs.

   Glyko recorded a gain on reduction of share ownership in BioMarin of $2.5
million for the quarter ended March 31, 2002 compared to a gain of $0.4 million
for the same period of 2001. The increase was due to BioMarin's issuance of
shares to Synapse shareholders relating to BioMarin's purchase of 100% of the
outstanding stock of Synapse Technologies Inc.

   Glyko's interest income earned for the quarters ended March 31, 2002 and
2001 of $686 and $36,407, respectively, resulted from earnings on cash invested
in short-term interest bearing accounts. The decrease in interest income in the
first quarter of 2002 as compared to the same period in 2001 resulted from a
decrease in interest rates.

  Years Ended December 31, 2001 and 2000

   Glyko's general and administrative expenses were $462,018 for 2001, an
increase of $73,645 from the general and administrative expenses of $388,373
incurred in 2000. The increase was primarily due to the additional legal
expenses associated with the proposed acquisition of Glyko by BioMarin,
Canadian taxes on interest due on the note receivable from shareholder, a new
directors' and officers' liability insurance policy, and web site development
and implementation expenses incurred in 2001, offset somewhat by reduced board
of directors travel expenses in 2001. General and administrative expenses for
the years ended December 31, 2001 and 2000 represented legal fees, fees billed
by BioMarin for management, accounting, finance and government reporting, board
of directors travel, Canadian tax on note receivable interest and other
expenses including press releases, website expenses, insurance, transfer agent,
printing, audit and tax, and postage.

   Glyko's equity in loss of BioMarin for 2001 was $18.9 million compared to
$11.9 million for 2000, an increase of $7 million. The increase is due
primarily to Glyko's percentage of the research and development expenses
incurred by BioMarin in 2001, in support of BioMarin's Aldurazyme, Aryplase,
Vibrilase and Neutralase product development programs, offset by a portion of
the $4.4 million charge in the first quarter of 2000 associated with the
closure of one of BioMarin's facilities.

   Glyko recorded a gain on reduction of share ownership in BioMarin of $30.5
million in 2001 compared to a gain of $1.4 million in 2000 generated by
BioMarin stock sales to third parties. The increase was due to BioMarin's $96.6
million follow-on offering in December 2001.

   Glyko's interest income earned in 2001 and 2000 of $123,491 and $120,518,
respectively, resulted from earnings on cash invested in short-term interest
bearing accounts and interest on a shareholder note receivable.

  Years Ended December 31, 2000 and 1999

   Glyko's general and administrative expenses were $388,373 for 2000, an
increase of $189,071 from the general and administrative expenses of $199,302
incurred in 1999. The increase was primarily due to the additional legal
expenses associated with the annual shareholder meeting and additional board
travel expenses in connection with the election of a new slate of board members
in June 2000. General and administrative expense

                                      147



includes legal fees, board expenses, fees billed by BioMarin for management,
accounting, finance and government reporting, and other outside administrative
support expenses.

   Glyko's equity in loss of BioMarin for 2000 was $11.9 million compared to
$10.2 million for 1999, an increase of $1.8 million. The increase was due to
the increased net loss of BioMarin resulting from BioMarin's increased spending
on its product candidates including Aldurazyme, Aryplase and Vibrilase.

   Glyko's gain on reduction of share ownership of BioMarin for 2000 was $1.4
million compared to $26.8 million for 1999. These amounts result from issuance
of common stock by BioMarin to third parties. The amount reflected in 1999
resulted from BioMarin's initial public offering and other private placements
concurrent with its initial public offering in July 1999.

   Glyko's interest income earned in 2000 and 1999 of $120,518 and $186,953,
respectively, resulted from earnings on cash invested in short-term interest
bearing accounts and, in 1999, includes interest earned on Glyko's convertible
note from BioMarin until its conversion on July 23, 1999, and a note from a
shareholder. The decrease in interest income in 2000 resulted from lower cash
balances available for investment due to an additional investment in BioMarin
of $4.4 million in April 1999.

Liquidity and Capital Resources

   As compared to December 31, 2001, Glyko's combined cash and short-term
investments position decreased by $25,427 in the first quarter of 2002 to $2.4
million as of March 31, 2002 due to the use of cash for ordinary expenses.

   Glyko's combined cash and short-term investments position increased by
$639,074 in 2001 to $2.4 million due to the repayment of a note receivable and
accrued interest from a former officer of $880,000, offset by the use of cash
for operating activities during the year ended December 31, 2001 of $241,000.

   From Glyko's inception to March 31, 2002, it has recorded retained earnings
of approximately $15.1 million and it expects to incur losses due to its share
of BioMarin's net loss resulting from the ongoing research and development of
BioMarin's pharmaceutical product candidates until the proposed purchase of
Glyko by BioMarin discussed above.

   Glyko has no operating activities or operational employees. Since October 8,
1998, Glyko has agreed to pay BioMarin a monthly fee for its services to Glyko
primarily relating to management, accounting, finance and government reporting.
BioMarin had accrued receivables relating to these services of $23,000 and zero
at March 31, 2002 and December 31, 2001, respectively. Accordingly, without
further investment in other companies or technologies, Glyko believes that it
has sufficient cash to sustain planned operations for the foreseeable future.

Summary of Significant Accounting Policies

  Income Taxes

   Because Glyko recognizes gains on the reduction of its share ownership of
BioMarin when BioMarin sells stock to third parties, Glyko has reported
significant cumulative net income. However, because BioMarin is expected to
consume the majority of its stock sales proceeds in its research and
development activities in coming years, Glyko does not expect that tax
liabilities will ever crystallize related to these gains. Accordingly, no
deferred taxes have been provided.

   At December 31, 2001, Glyko had net operating loss carryforwards for
Canadian income tax purposes of approximately $1.7 million, which began to
expire in 2000. A valuation allowance is placed on the net deferred tax assets
to reduce them to an assumed net realizable value of zero.

                                      148



Quantitative and Qualitative Disclosure about Market Risk

   As of March 31, 2002 and December 31, 2001, Glyko held 11,367,617 shares of
BioMarin's common stock representing 21.3% and 21.7%, respectively, of
BioMarin's outstanding common stock. These securities represent substantially
Glyko's only asset. These securities have been acquired for investment purposes
rather than for trading purposes. The value of Glyko's common stock may be
substantially influenced by the value of BioMarin's common stock. Following
BioMarin's initial public offering in July 1999, BioMarin's common stock is
traded on Nasdaq and the Swiss SWX New Market. There are many risks associated
with the listing of these securities on two markets and with BioMarin's
business itself. If the proposed acquisition of Glyko by BioMarin closes,
Glyko's current shareholders will become direct stockholders of BioMarin.

   Also as of March 31, 2002 and December 31, 2001, Glyko held $2.4 million and
$2.4 million in cash, respectively. Glyko believes there is no market exposure
risk to the cash as it is currently in a liquid operating account.

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                 TAX CONSIDERATIONS FOR GLYKO SECURITYHOLDERS

Canadian Tax Considerations for Glyko Shareholders

   In the opinion of Blake, Cassels & Graydon LLP, Canadian counsel to Glyko,
the following is a summary of the principal Canadian federal income tax
considerations under the Income Tax Act (Canada) generally applicable to a
Glyko shareholder who participates in the arrangement and who, for purposes of
such Act and at all relevant times, holds Glyko common shares and shares of
BioMarin common stock as capital property, and who deals at arm's length with,
and is not and will not be affiliated with, any of Glyko, BioMarin or BioMarin
Nova Scotia. Glyko common shares and shares of BioMarin common stock will
generally constitute capital property to a holder thereof unless the holder
holds such securities in the course of carrying on a business or has acquired
such securities in a transaction or transactions considered to be an adventure
or concern in the nature of trade.

   This summary does not apply to a Glyko shareholder in respect of whom
BioMarin is or will be a foreign affiliate within the meaning of the Income Tax
Act (Canada), nor does it apply to holders of Glyko common shares who acquired
such shares on the exercise of options to acquire Glyko common shares.

   The Income Tax Act (Canada) contains "mark-to-market" provisions relating to
securities held by certain financial institutions. This summary does not take
into account such mark-to-market rules and does not apply to any holders
subject to such rules. Glyko shareholders that are "financial institutions" for
purposes of such rules should consult their own tax advisors.

   This summary is based upon the current provisions of the Income Tax Act
(Canada), the regulations adopted thereunder and counsel's understanding of the
current published administrative policies and assessing practices of the Canada
Customs and Revenue Agency, all in effect as of the date hereof and a
certificate of an officer of BioMarin with respect to certain factual matters.
This summary also takes into account any proposed changes to the Income Tax Act
(Canada) and regulations thereunder that have been publicly announced by the
Canadian Minister of Finance prior to the date hereof and assumes that all such
changes will be enacted as proposed. However, no assurances can be given that
any such proposed changes to the Income Tax Act (Canada) and regulations will
be enacted as proposed, or at all.

   This summary is not exhaustive of all possible Canadian federal income tax
considerations and, except for any proposed changes to the Income Tax Act
(Canada) and regulations thereunder that are publicly announced by the Canadian
Minister of Finance prior to the date hereof, does not take into account or
anticipate any changes in law, whether by legislative, governmental or judicial
decision or action, or any changes in the administrative policies and assessing
practices of the Canada Customs and Revenue Agency. This summary does not take
into account tax legislation or considerations of any province, territory or
foreign jurisdiction. Provisions of provincial income tax legislation vary from
province to province in Canada and may differ from federal income tax
legislation. No advance income tax ruling has been sought or obtained from the
Canada Customs and Revenue Agency to confirm the tax consequences of any of the
transactions herein described.

   This summary is of a general nature only and is not intended to be, nor
should it be construed to be, legal, business or tax advice to any particular
Glyko shareholder or BioMarin stockholder. Accordingly, Glyko shareholders and
BioMarin stockholders should consult their own tax advisors for advice with
respect to the income tax consequences to them of the transactions described
herein having regard to their own particular circumstances.

   For purposes of the Income Tax Act (Canada), all amounts relating to the
acquisition, holding or disposition of Glyko common shares and shares of
BioMarin common stock must be expressed in Canadian dollars, including
dividends, adjusted cost base and proceeds of disposition. Amounts denominated
in United States dollars must be converted into Canadian dollars based on the
prevailing United States dollar exchange rate at the time such amounts arise.

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Glyko Shareholders Resident in Canada

   The following portion of this summary is applicable to a Glyko shareholder
who, for the purposes of the Income Tax Act (Canada) and any applicable income
tax treaty or convention, at all relevant times, is or is deemed to be a
resident of Canada while holding Glyko common shares or shares of BioMarin
common stock.

   Certain Glyko shareholders whose Glyko common shares might not otherwise
qualify as capital property may be able to make an irrevocable election in
accordance with subsection 39(4) of the Income Tax Act (Canada) to have every
"Canadian security" (as defined in the Income Tax Act (Canada) and regulations
thereunder) owned by such Glyko shareholder (which may include the Glyko common
shares) in the taxation year of the election and in all subsequent taxation
years deemed to be capital property. Glyko shareholders who do not hold their
Glyko common shares as capital property should consult their own tax advisors
for advice with respect to whether an election under subsection 39(4) is
available and/or advisable in their particular circumstances.

  Exchange of Glyko common shares for Shares of BioMarin common stock

   A Glyko shareholder who exchanges Glyko common shares for shares of BioMarin
common stock will be considered to have disposed of such Glyko common shares
for proceeds of disposition equal to the aggregate of (i) the fair market value
of the shares of BioMarin common stock acquired by such Glyko shareholder on
the exchange determined at the implementation time, and (ii) the amount of any
cash receivable by such holder in respect of a fractional share of BioMarin
common stock. Such Glyko shareholder will realize a capital gain (or capital
loss) equal to the amount by which the proceeds of disposition of such Glyko
common shares, net of any reasonable costs of disposition, exceed (or are less
than) the adjusted cost base to the Glyko shareholder of such Glyko common
shares immediately before the exchange (see "Taxation of Capital Gain or
Capital Loss" below). The cost to a Glyko shareholder of shares of BioMarin
common stock acquired on the exchange will be equal to the fair market value of
such shares of BioMarin common stock at the time of the acquisition, to be
averaged at any given time with the adjusted cost base of any other shares of
BioMarin common stock held by the Glyko shareholder as capital property for the
purposes of determining the holder's adjusted cost base of such shares of
BioMarin common stock.

   In an Economic Statement released on October 18, 2000, the Canadian Minister
of Finance announced a proposal to formulate and introduce a rule to permit
shares of a Canadian corporation held by a Canadian resident to be exchanged
for shares of a foreign corporation on a tax-deferred basis. This statement
included no details of the circumstances in which such tax-deferred
share-for-share exchanges could occur but rather indicated that these rules
would be developed in consultation with the private sector. The Minister's
statement indicated that any such rule would not be effective before the public
release of draft legislation including such rule.

   It is not possible to accurately predict whether or not draft legislation
containing the proposed rule described above will be released in time to affect
the exchange by holders of their Glyko common shares for shares of BioMarin
common stock, and it is unclear whether such rule (if developed and released in
time) would apply to a holder on the exchange. However, holders of Glyko common
shares should consult their own tax advisors if the draft legislation is
released to determine how it might apply to their particular circumstances.

  Shares of BioMarin common stock

   (a) Dividends on Shares of BioMarin common stock

   Dividends on shares of BioMarin common stock will be required to be included
in the recipient's income for Canadian income tax purposes. Such dividends
received by a Glyko shareholder who is an individual will not be subject to the
gross-up and dividend tax credit rules in the Income Tax Act (Canada). A Glyko
shareholder that is a corporation will include such dividends in computing its
income and will not be entitled to deduct the amount of such dividends in
computing its taxable income. A Glyko shareholder that is a Canadian-controlled
private corporation may be liable to pay an additional refundable tax of 6 2/3%
on such dividends. United States

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non-resident withholding tax on dividends may be eligible for foreign tax
credit or deduction treatment where applicable under the Income Tax Act
(Canada). See the commentary below under the heading "United States Federal
Income Tax Considerations for Glyko Shareholders."

   (b) Acquisition and Disposition of Shares of BioMarin common stock

   A disposition or deemed disposition of shares of BioMarin common stock by a
holder will generally result in a capital gain (or capital loss) to the extent
that the proceeds of disposition, net of any reasonable costs of disposition,
exceed (or are less than) the adjusted cost base to the holder of those shares
of BioMarin common stock immediately before the disposition. See "Taxation of
Capital Gain or Capital Loss."

  Taxation of Capital Gain or Capital Loss

   Pursuant to the Income Tax Act (Canada), a Glyko shareholder will be
required to include in income for the year of disposition one-half of any
capital gain (a "taxable capital gain") and will generally be entitled to
deduct one-half of any capital loss (an "allowable capital loss") from taxable
capital gains realized in the year by the Glyko shareholder to the extent and
in the circumstances described in the Income Tax Act (Canada). In addition, the
portion of any such allowable capital loss, computed in accordance with the
rules provided for in the Income Tax Act (Canada), which exceeds and is not
otherwise deducted from taxable capital gains realized in the year, may
generally be deducted from taxable capital gains realized in any of the three
preceding taxation years or in any subsequent taxation year to the extent and
in the circumstances described in the Income Tax Act (Canada). Any such capital
loss may, in certain circumstances, be reduced by the amount of any dividends,
including deemed dividends, which have been received by a Glyko shareholder
that is a corporation on such shares (or shares substituted for such shares) to
the extent and in the manner provided for in the Income Tax Act (Canada).
Similar rules may apply where a corporation is a member of a partnership or a
beneficiary of a trust that owns such shares, or where a trust or partnership
of which a corporation is a beneficiary or a member is a member of a
partnership or a beneficiary of a trust that owns such shares.

   Capital gains realized by an individual including a trust, other than
certain trusts, may give rise to alternative minimum tax under the Income Tax
Act (Canada). A Glyko shareholder that is a "Canadian-controlled private
corporation" (as defined in the Income Tax Act (Canada)) may be liable to pay
an additional refundable tax of 6 2/3% on taxable capital gains.

  Foreign Property Information Reporting

   In general, a "specified Canadian entity," as defined in the Income Tax Act
(Canada), for a taxation year or fiscal period whose total cost amount of
"specified foreign property," as defined in the Income Tax Act (Canada), at any
time in the year or fiscal period exceeds $100,000, is required to file an
information return for the year or period disclosing prescribed information,
including the cost amount, any dividends received in the year, and any gains or
losses realized in the year, in respect of such property. With some exceptions,
a taxpayer resident in Canada in the year will be a specified Canadian entity.
Shares of BioMarin common stock will constitute specified foreign property to a
holder. Accordingly, holders of shares of BioMarin common stock should consult
their own tax advisors regarding compliance with these rules.

  Dissenting Glyko Shareholders

   A Glyko shareholder who dissents from the arrangement or the continuance (in
accordance with the interim order or the Canada Business Corporations Act, as
applicable) is entitled, if the arrangement and continuance become effective,
to receive from Glyko the fair value of the Glyko common shares held by such
dissenting Glyko shareholder. The dissenting shareholder will be considered to
have disposed of the Glyko common shares for proceeds of disposition equal to
the amount received by such shareholder less the aggregate of the amount of any
deemed dividend referred to below and the amount of any interest awarded by a
Court (see "Taxation of

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Capital Gain or Capital Loss" above). The dissenting shareholder will also be
deemed to receive a taxable dividend equal to the amount by which the amount
received (other than in respect of interest awarded by a Court) exceeds the
paid-up capital (for purposes of the Income Tax Act (Canada)) of such
shareholder's Glyko common shares. In the case of a Glyko shareholder that is a
corporation, in some circumstances, the amount of any such deemed dividend may
be treated as proceeds of disposition and not as a dividend. Any interest
awarded to a dissenting shareholder by a Court will be included in such
shareholder's income for Canadian income tax purposes.

  Proposed Amendments Relating to Foreign Investment Entities

   On August 2, 2001, the Minister of Finance of Canada released revised draft
legislation addressing the taxation of investments in certain non-resident
entities which constitute "foreign investment entities." In general, the
proposed rules apply to persons owning a "participating interest" (including
shares, or rights to acquire shares) of a foreign investment entity that is not
an "exempt interest" as defined. If BioMarin is a foreign investment entity,
the shares of BioMarin common stock owned by a holder would potentially be
subject to the proposed rules unless they constitute exempt interests. The
proposed rules require an annual determination of whether BioMarin is a foreign
investment entity and, if it is such an entity, whether the BioMarin common
stock satisfies the exempt interest exemption referred to above.

   If the proposed rules apply, a holder of BioMarin common stock would
generally be required to take into account in computing income, on an annual
basis, any increase or decrease in the fair market value of BioMarin common
stock owned by such holder under a new "mark-to-market" rule, and the holder
would be required to recognize as ordinary income or loss, rather than as a
capital gain or loss, any gain or loss realized on the disposition of such
BioMarin common stock. In certain circumstances, alternative treatment would be
available on an elective basis.

   BioMarin would not constitute a foreign investment entity at a particular
time, and accordingly these proposed rules would not apply to holders of
BioMarin common stock, if, at the end of BioMarin's taxation year that includes
the particular time, the "carrying value" of BioMarin's "investment property"
is not greater than one-half of the "carrying value" of all of its property, or
BioMarin's principal business is not an "investment business," as contemplated
by these new rules. BioMarin has advised counsel that if the arrangement were
completed today, it believes it would not, following the completion thereof, be
a "foreign investment entity."

   In any event, these rules will not apply to a holder if the holder's
BioMarin common stock constitutes an "exempt interest." A holder's BioMarin
common stock will constitute an exempt interest provided BioMarin is a resident
of the United States and the shares of BioMarin common stock are widely held
(within the meaning of the draft legislation) and actively traded (within the
meaning of the draft legislation) and listed on a prescribed stock exchange
(which currently includes Nasdaq) throughout the period during which the holder
holds the BioMarin common stock, unless it is reasonable to conclude that the
holder had a tax avoidance motive in acquiring the BioMarin common stock.
BioMarin has advised counsel that it is of the view that, as of the date
hereof, BioMarin is a resident of the United States and the shares of BioMarin
common stock are widely held and actively traded. For these purposes, a holder
will generally be considered to have a tax avoidance motive in acquiring the
BioMarin common stock if it is reasonable to conclude that the main reasons for
acquiring the shares of BioMarin common stock include deriving a benefit
attributable to income derived from investment property, to profits or gains
from the disposition of investment property or to an increase in value of
investment property and the deferral or reduction of Canadian income tax that
would have been payable by the holder had such holder realized such income,
profits or gains at the time such income, profit or gains were realized by the
owner of the investment property.

   The determination of whether BioMarin is a foreign investment entity and
whether the BioMarin common stock constitutes an exempt interest must be made
on an annual basis at the end of BioMarin's taxation year. Although no
assurances can be given in this regard, BioMarin has advised counsel that it is
not aware of any

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circumstances that would cause it to become a "foreign investment entity" or
that would cause the relevant factors used in determining the status of
BioMarin common stock as "exempt interests" (which are based on BioMarin's
residence and the listing, holding and trading of shares of BioMarin common
stock) to change.

   On December 17, 2001, the Canadian Minister of Finance announced a one-year
delay of the effective date of the proposed rules such that the rules are now
proposed to apply to taxation years beginning after 2002. The Minister
indicated that this delay will allow for full consideration of submissions that
have been received concerning the proposed rules. It is impossible to
accurately predict what changes, if any, may be made in the draft legislation,
or indeed whether the draft legislation will be enacted in its current form or
at all. Holders of BioMarin common stock are advised to consult their own tax
advisors with respect to the potential effects, if any, to them of the proposed
rules in their own circumstances.

  Eligibility for Investment in Canada

   Provided that the shares of BioMarin common stock are on a particular date
listed on a prescribed stock exchange for purposes of the Income Tax Act
(Canada) (which currently includes Nasdaq), the shares will, on such date, be
qualified investments under the Income Tax Act (Canada) for trusts governed by
registered retirement savings plans, registered retirement income funds,
deferred profit sharing plans and registered education savings plans.

   Shares of BioMarin common stock will be foreign property for purposes of
Part XI of the Income Tax Act (Canada). Registered investments and trusts
governed by registered retirement savings plans, registered retirement income
funds, deferred profit sharing plans, registered pension plans and certain
other persons described in Part XI of the Income Tax Act (Canada) are generally
subject to a penalty tax on the cost amount of foreign property that they own
in excess of certain limits. Under the current provisions of the Income Tax Act
(Canada), the general limit is 30% of the cost amount of all property owned.

Glyko Shareholders Not Resident in Canada

   The following portion of the summary is applicable to holders of Glyko
common shares who, for purposes of the Income Tax Act (Canada) and any
applicable income tax treaty or convention, are not, have not been and will not
be resident or deemed to be resident in Canada at any time while holding Glyko
common shares or shares of BioMarin common stock, who do not use or hold and
are not deemed to use or hold at any time their Glyko common shares or shares
of BioMarin common stock in carrying on a business in Canada, do not (and will
not) hold Glyko common shares or shares of BioMarin common stock at any time as
part of the business property of a permanent establishment in Canada or in
connection with a fixed base in Canada, hold Glyko shares and shares of
BioMarin capital stock at all times as capital property, and deal at arm's
length with Glyko, BioMarin and BioMarin Nova Scotia and are not affiliated
with any of these entities. Special rules, which are not discussed in this
summary, may apply to a non-resident Glyko shareholder that is an insurer
carrying on business in Canada and elsewhere.

  Disposition or Exchange of Glyko Common Shares or BioMarin Common Stock

   A non-resident Glyko shareholder will not be subject to tax under the Income
Tax Act (Canada) on the exchange of Glyko common shares for shares of BioMarin
common stock provided that the Glyko common shares either do not constitute
"taxable Canadian property" or constitute taxable Canadian property that is
"treaty-protected property" of the holder for purposes of the Income Tax Act
(Canada). Such holder will not be subject to tax under the Income Tax Act
(Canada) on a sale or other disposition of shares of BioMarin common stock
provided such shares do not constitute "taxable Canadian property," or
constitute taxable Canadian property that is "treaty-protected property."

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   Generally, Glyko common shares will not be taxable Canadian property to a
non-resident holder at a particular time provided that the Glyko common shares
are not deemed to be taxable Canadian property to the holder pursuant to the
provisions of the Income Tax Act (Canada) and the Glyko common shares are
listed on a prescribed stock exchange (which currently includes The Toronto
Stock Exchange and Nasdaq), and the holder, persons with whom the holder does
not deal at arm's length, or the holder together with such persons, does not
own and has not owned (or had under option or an interest in) 25% or more of
the issued shares of any class or series of the capital stock of Glyko at any
time during the 60-month period immediately preceding the particular time.
Provided BioMarin remains a non-resident corporation, shares of BioMarin common
stock will not be taxable Canadian property unless more than 50% of the fair
market value of such shares is derived from real property situated in Canada,
Canadian resource properties or timber resource properties, or any combination
thereof. Even if the Glyko common shares or shares of BioMarin common stock are
considered to be taxable Canadian property, such shares will be considered
treaty-protected property of a holder at any time for purposes of the Income
Tax Act (Canada) if any income or gain from the disposition of such shares by
the holder at that time would be exempt from tax under Part I of the Income Tax
Act (Canada) under the terms of an applicable income tax treaty or convention.
Shareholders whose shares constitute taxable Canadian property should consult
their own tax advisors with respect to the availability of any relief under the
terms of any applicable income tax treaty or convention in their particular
circumstances. If the Glyko common shares or shares of BioMarin common stock,
as applicable, do not constitute taxable Canadian property or are listed on a
prescribed stock exchange for purposes of the Income Tax Act (Canada) at the
time that they are disposed of by a non-resident holder, the non-resident
holder will not be required to comply with the provisions of section 116 of the
Income Tax Act (Canada), which requires notification to be given to the Canada
Customs and Revenue Agency when certain property is disposed of.

  Dissenting Shareholders

   Where a non-resident Glyko shareholder receives an amount of interest or a
taxable dividend upon the exercise of a right to dissent to the implementation
of the arrangement or the continuance (see "Glyko Shareholders Resident in
Canada--Dissenting Glyko Shareholders") such amount will be subject to Canadian
withholding tax at a rate of 25% unless the rate is reduced under the
provisions of an applicable income tax treaty or convention.

United States Federal Income Tax Considerations for Glyko Shareholders

   The following describes the material United States federal income tax
consequences to U.S. Holders (as defined below) who receive BioMarin common
stock and to Non-U.S. Holders (as defined below, and together with U.S.
Holders, "Holders") who receive BioMarin common stock, all pursuant to the
arrangement.

   This discussion is limited to Holders who hold their Glyko common shares as
capital assets. It does not describe all of the tax consequences that may be
relevant to a Holder in light of the Holder's particular circumstances or to
Holders subject to special rules, such as:

  .   certain financial institutions;

  .   insurance companies;

  .   tax-exempt entities;

  .   partnerships or other entities classified as partnerships for U.S.
      federal income tax purposes;

  .   Holders who acquire Glyko common shares through the exercise of employee
      stock options or otherwise in connection with the performance of services;

  .   dealers in securities or foreign currencies;

  .   persons holding Glyko common shares as part of a hedge or as a position
      in a straddle;

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  .   persons who own (directly, indirectly or through attribution) 10% or more
      of Glyko common shares;

  .   U.S. Holders whose functional currency is not the U.S. dollar; or

  .   persons subject to the alternative minimum tax.

   This discussion is based on current law including the Internal Revenue Code
of 1986, as amended (the "Code"), administrative pronouncements, judicial
decisions and final, temporary and proposed Treasury Regulations, all as in
effect on the date of this Joint Proxy Circular, and all of which are subject
to change, retroactively or prospectively. Furthermore, no opinion of counsel
has been obtained and no advance income tax ruling has been obtained from the
U.S. Internal Revenue Service (the "IRS") regarding the tax consequences of any
of the transactions described herein, and we cannot assure you that the IRS
will take the same view of the tax consequences of the arrangement as the view
expressed herein. The discussion set forth below is for general information
only. The discussion does not address aspects of U.S. taxation other than U.S.
federal income taxation, nor does it address other federal, state, local or
non-U.S. tax consequences of the arrangement.

   Accordingly, Holders are urged to consult their tax advisors with regard
both to the application of the U.S. federal income tax laws to their particular
situations and to any tax consequences arising under the laws of any U.S.
federal, state, local or foreign taxing jurisdiction.

U.S. Federal Income Tax Consequences to U.S. Holders

   As used herein, the term "U.S. Holder" means a beneficial owner of Glyko
common shares that is, for U.S. federal income tax purposes:

  .   an individual citizen or resident of the U.S.;

  .   a corporation, or other entity taxable as a corporation for U.S. federal
      income tax purposes, created or organized in or under the laws of the
      U.S. or of any political subdivision thereof;

  .   an estate the income of which is subject to U.S. federal income tax
      regardless of its source; or

  .   a trust, in general, if a U.S. court is able to exercise primary
      supervision over its administration and one or more U.S. persons have the
      authority to control all substantial decisions of the trust.

   The term "U.S. Holder" also includes certain former citizens and residents
of the U.S. If a partnership holds common stock, the tax treatment of a partner
will generally depend upon the status of the partner and upon the activities of
the partnership.

  Exchange of Glyko common shares for BioMarin Common Stock

   The arrangement is intended to qualify as a "reorganization" within the
meaning of Section 368(a) of the Code. Subject to the "passive foreign
investment company" ("PFIC") rules (discussed below), which may materially
change the tax consequences of the arrangement to most U.S. Holders, and the
other qualifications discussed herein, if the arrangement qualifies as a
"reorganization," a U.S. Holder who exchanges its Glyko common shares in the
arrangement: (i) will not recognize gain or loss upon such exchange; (ii) the
aggregate tax basis of the BioMarin common stock received by a U.S. Holder will
be the same as the U.S. Holder's aggregate adjusted tax basis in the Glyko
common shares surrendered in exchange therefor; and (iii) the holding period of
the BioMarin common stock received by a U.S. Holder will include the period
during which the Glyko common shares surrendered in exchange were held.

   A successful IRS challenge to the "reorganization" status of the arrangement
would result in a U.S. Holder recognizing gain or loss with respect to the
Glyko common shares surrendered in the arrangement, equal to the difference
between the U.S. Holder's adjusted tax basis in such Glyko common shares and
the fair market value, as of the effective date of the arrangement, of the
BioMarin common stock received in exchange. Any such gain

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would be subject to tax in accordance with the PFIC rules discussed below. A
U.S. Holder's aggregate adjusted tax basis in the BioMarin common stock
received would equal the fair market value of such BioMarin common stock as of
the effective date of the arrangement, and the U.S. Holder's holding period for
such BioMarin common stock would begin the day after the effective date of the
arrangement.

  Passive Foreign Investment Company

   In general, a non-U.S. corporation such as Glyko will be a PFIC if (i) 75%
or more of its gross income in a taxable year falls within specific categories
of passive income, including interest, dividends or rents, or (ii) 50% or more
of the assets of the corporation in a taxable year consists of assets that
either produce, or are held for the production of, passive income. Generally,
capital stock held by a non-U.S. corporation is treated as an asset held for
the production of passive income; however, if a non-U.S. corporation holds
(directly or indirectly) at least 25% of the capital stock (by value) of
another corporation, the value of the subsidiary's stock generally is ignored
and the non-U.S. corporation's proportionate share of the subsidiary's assets
and income are treated as its own for the purpose of determining whether or not
such non-U.S. corporation is a PFIC.

   As of October 7, 1998, Glyko's principal asset has been (and continues to
be) BioMarin capital stock. From October 7, 1998 until approximately December
13, 2001, Glyko owned at least 25% of the capital stock (by value) of BioMarin.
As of approximately December 13, 2001 through the present, Glyko has owned (and
continues to own) less than 25% (by value) of the capital stock of BioMarin. As
a result, for its financial year beginning January 1, 2002, Glyko likely will
be a PFIC. In addition, although the matter is not free from doubt, for its
fiscal year ended December 31, 2001, Glyko may have been a PFIC. Glyko makes no
representations whether it was or was not a PFIC for any other fiscal year.
Glyko common shares will be treated as stock in a PFIC held by a U.S. Holder
if, at any time during the holding period of such stock, Glyko is a PFIC.

   In general, Glyko's status as a PFIC should not change the consequences
discussed above provided, among other things, the arrangement qualifies as a
"reorganization" within the meaning of Section 368(a) of the Code. Assuming the
arrangement qualifies as a "reorganization" and Glyko is a PFIC in 2002, under
proposed U.S. Treasury Regulations, a U.S. Holder will not recognize gain on
the exchange of Glyko common shares for BioMarin common stock if (i) the
adjusted tax basis of the exchanged Glyko common shares in the hands of the
actual owner for tax purposes, BioMarin Acquisition (Del.) Inc. in this case,
is no greater than the adjusted tax basis of the stock in the hands of the U.S.
Holder immediately prior to the exchange; (ii) BioMarin Acquisition (Del.)
Inc.'s holding period in the Glyko common shares will be at least as long as
the U.S. Holder's holding period immediately before the exchange; and (iii) the
aggregate ownership of the U.S. Holder and BioMarin Acquisition (Del.) Inc.
after the exchange is the same or greater than the U.S. Holder's proportionate
ownership immediately before the exchange. If any of these requirements is not
met, or if the arrangement fails to qualify as a "reorganization," U.S. Holders
will be treated as if they had disposed of their Glyko common shares in a
taxable transaction and will be required to recognize gain, if any, on the
receipt of the BioMarin common stock. U.S. Holders would be able to recognize a
loss only to the extent that a loss would be recognized under another provision
of the Code.

   Any gain recognized would generally be equal to the difference between (i)
the fair market value as of the effective date of the arrangement of the
BioMarin common stock received pursuant to the arrangement, and (ii) such U.S.
Holder's adjusted tax basis in its Glyko common shares surrendered pursuant to
the arrangement. Such gain will be calculated as if the gain were realized
ratably over the holding period during which such U.S. Holder held such Glyko
common shares. Gain treated as realized in the year of the disposition and each
year prior to the year during which Glyko first became a PFIC generally will be
taxable as ordinary income in the year of the disposition. Gain treated as
realized in each of the other years during which the U.S. Holder held such
Glyko common shares generally will be subject to U.S. federal income tax at the
maximum ordinary income tax rates applicable in the year to which the gain was
treated as realized, plus an interest-like charge. Such interest like charge
will apply to the tax amount for the period from the year to which the gain is
treated as realized through the due date of the U.S. Holder's federal income
tax return for the year that includes the date of the

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disposition. A U.S. Holder's resulting adjusted tax basis in the BioMarin
common stock received as a result of the arrangement will be equal to the fair
market value of such stock received as of the effective date of the arrangement
and its holding period would begin the day after the effective date of the
arrangement. Under proposed U.S. Treasury Regulations, this result would not
apply to a U.S. Holder who had made a timely election to treat Glyko as a
"qualified electing fund" ("QEF") that has been in effect for all of the
taxable years during such U.S. Holder's holding period that Glyko was a PFIC.
U.S. Holders of Glyko common shares that have not made such an election should
consult their tax advisors about making such an election. Special rules apply
if a U.S. Holder made a QEF election that was not effective as of the first
year during which such U.S. Holder's ownership of Glyko common shares
constituted stock in a PFIC.

   THE APPLICATION OF THE PFIC RULES IS COMPLEX AND OFTEN DISADVANTAGEOUS. U.S.
HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES OF
HOLDING AND DISPOSING OF STOCK OF A PFIC AND MAKING QEF ELECTIONS.

  Requirement of Notice Filings

   Any U.S. Holder who receives BioMarin common stock pursuant to the
arrangement may be required to file notices with the IRS providing certain
information relating to the arrangement, including the notices required under
Sections 1.367(b)-1 and 1.368-3 of the U.S. Treasury Regulations and Section
1.1291-6(g) of the proposed U.S. Treasury Regulations. In addition, U.S.
Holders may be required to file an IRS Form 8621. Pursuant to the terms of the
arrangement agreement, upon request of any former Holder of Glyko common
shares, BioMarin shall provide (or cause Glyko to provide) such Holder with any
information necessary for such Holder to comply with any U.S. tax filings
related to such Holder's ownership or disposition of Glyko common shares. Each
U.S. Holder is advised to consult its tax advisor with respect to the
requirements of such filings and any tax reporting requirements.

  Dissenting U.S. Holders

   Holders of Glyko common share are permitted to dissent from the arrangement
in the manner set out in Section 190 of the Canada Business Corporations Act. A
dissenting U.S. Holder will be entitled, in the event the arrangement becomes
effective, to receive from Glyko the fair value of the shares held by such U.S.
Holder. Subject to the PFIC rules described above, a U.S. Holder who exercises
rights of dissent in connection with the arrangement will generally recognize
gain or loss equal to the difference between the U.S. dollar value of any
payment other than interest received from Glyko (according to the dissenting
shareholder's method of accounting) and such dissenting U.S. Holder's aggregate
adjusted tax basis in the Glyko common shares in respect of which such
dissenting U.S. Holder dissented. Any interest will be taxed as ordinary income.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

   As used herein, the term "Non-U.S. Holder" means any person who holds Glyko
common shares other than a person who is a U.S. Holder.

  Sale or Exchange of Glyko Common Shares or BioMarin Common Stock

   A Non-U.S. Holder generally will not be subject to U.S. federal income tax
on any gain realized as a result of an exchange of Glyko common shares for
BioMarin common stock, cash or any combination thereof pursuant to the
arrangement, or on any gain realized as a result of a subsequent sale of
BioMarin common stock, unless (i) such gain is effectively connected with the
conduct by the Non-U.S. Holder of a trade or business in the U.S. or, if a tax
treaty applies, is attributable to a permanent establishment of the Non-U.S.
Holder in the U.S.; or (ii) in the case of gain recognized by an individual
Non-U.S. Holder, such individual is present in the U.S. for 183 days or more
during the taxable year of disposition and certain other conditions are met.
Non-U.S. Holders

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meeting either (i) or (ii) above will generally be taxed in the same manner as
U.S. Holders (see "Tax Consequences to U.S. Holders" above).

  Dividends Paid on BioMarin Common Stock

   Dividends, if any, paid to a Non-U.S. Holder of BioMarin common stock will
generally be subject to U.S. federal withholding tax at a rate of 30%, or such
lower rate as provided by an applicable treaty between the U.S. and the country
of residence of the Non-U.S. Holder. If the dividends are effectively connected
with the Non-U.S. Holder's conduct of a trade or business in the U.S. or, if a
tax treaty applies, are attributable to a permanent establishment of the
Non-U.S. Holder in the U.S., Non-U.S. Holders generally will be taxed in the
same manner as are U.S. Holders, at ordinary U.S. federal income tax rates. A
Non-U.S. Holder may be required to satisfy certain certification requirements
to claim treaty benefits or otherwise claim a reduction of, or exemption from,
the U.S. federal withholding tax described above. Any effectively connected
income of a corporate Non-U.S. Holder may be subject to an additional "branch
profits tax."

Backup Withholding and Information Reporting

   Generally, BioMarin or any other appropriate person must report annually to
the IRS the amount of dividends paid to or proceeds received by the recipient
from the sale of BioMarin's stock, the name and address of the recipient, and
the amount, if any, of tax withheld. A similar report is sent to the Holder.
Pursuant to tax treaties or other agreements, the IRS may make its reports
available to tax authorities in the recipient's country of residence.

   U.S. federal backup withholding tax is imposed on applicable payments to
persons that fail to establish that they are entitled to an exemption or to
provide a correct taxpayer identification number and other information to the
payer. This backup withholding tax is imposed at a rate of 30% during 2002 and
2003, with reductions thereafter.

   Under current U.S. Treasury Regulations, the payment of the proceeds of the
disposition of common stock to or through the U.S. office of a broker is
subject to information reporting and backup withholding unless the Holder
certifies its non-U.S. status under penalties of perjury or otherwise
establishes an exemption. Generally, the payment of the proceeds of the
disposition by a Non-U.S. Holder of common stock outside the U.S. to or through
a foreign office of a broker will not be subject to backup withholding but will
be subject to information reporting requirements if the broker is:

  .   a U.S. person;

  .   a "controlled foreign corporation" for U.S. federal income tax purposes;

  .   a foreign person 50% or more of whose gross income for certain periods is
      from the conduct of a U.S. trade or business; or

  .   a foreign partnership if at any time during its tax year, (a) one or more
      of its partners are U.S. persons, as defined for U.S. federal income tax
      purposes, who in the aggregate hold more than 50% of the income or
      capital interests in the partnership, or (b) the foreign partnership is
      engaged in a U.S. trade or business;

unless the broker has documentary evidence in its files of the Holder's
non-U.S. status and certain other conditions are met, or the holder otherwise
establishes an exemption. Neither backup withholding nor information reporting
generally will apply to a payment of the proceeds of a disposition of common
stock by or through a foreign office of a foreign broker not subject to the
preceding sentence.

   Backup withholding is not an additional tax. Rather, the U.S. federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained, provided that the required information is furnished to
the IRS.


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   TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE ARRANGEMENT TO
THE GLYKO SHAREHOLDERS WILL DEPEND ON THEIR PARTICULAR CIRCUMSTANCES, AS WELL
AS THE PFIC STATUS OF GLYKO. THIS DISCUSSION SHOULD NOT BE CONSIDERED TAX
ADVICE, AND HOLDERS ARE STRONGLY ADVISED TO CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE
ARRANGEMENT.

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                       COMPARISON OF SHAREHOLDER RIGHTS

   In the event that the transaction is consummated, holders of Glyko common
shares will have their Glyko common shares exchanged for shares of BioMarin
common stock.

   BioMarin is incorporated under the Delaware General Corporation Law and,
accordingly, is governed by Delaware law and the BioMarin certificate of
incorporation and bylaws. Glyko is incorporated under the Canada Business
Corporations Act and, accordingly, is governed by the laws of Canada and the
Glyko articles and bylaws.

   While the rights and privileges of stockholders of a Delaware corporation
are, in many instances, comparable to those of shareholders of a Canada
Business Corporations Act corporation, there are certain differences. The
following is a summary discussion of the most significant differences in
shareholder rights. These differences arise from differences between the
Delaware General Corporation Law and the Canada Business Corporations Act and
between the BioMarin certificate of incorporation and bylaws and the Glyko
articles and bylaws. This summary is not intended to be complete and is
qualified in its entirety by reference to Delaware law, Canadian law and the
governing corporate instruments of BioMarin and Glyko. For a description of the
respective rights of the holders of shares of BioMarin common stock and Glyko
common shares see, respectively, "BioMarin Capital Stock" and "Glyko Share
Capital."

Voting Rights

   Under the Delaware General Corporation Law, unless otherwise provided in the
bylaws or certificate of incorporation, each stockholder is entitled to one
vote per share held by such holder. The certificate of incorporation of
BioMarin does entitle each holder of BioMarin common stock to one vote per
share.

   Under the Canada Business Corporations Act, unless the articles provide
otherwise, each share of a corporation entitles the holder thereof to one vote
at a meeting of shareholders. With the exception of the election of directors
in which case cumulative voting rights apply as more fully described below, the
articles of incorporation of Glyko do not provide otherwise.

Required Vote for Extraordinary Transactions

   Under the Delaware General Corporation Law, a merger or consolidation of a
corporation such as BioMarin generally requires, in addition to the adoption of
a plan of merger by the board of directors, the adoption of the agreement by
the affirmative vote of a majority of the outstanding stock of such corporation
entitled to vote on the transaction, and, in certain situations, the
affirmative vote by the holders of a majority of all outstanding shares of
certain classes or series of stock. Where the corporation owns at least 90% of
the outstanding stock of each class of stock of another corporation,
stockholder approval is not required under the Delaware General Corporation Law
from either corporation to merge the subsidiary corporation into the parent
provided that such merger is permitted by the jurisdiction of incorporation of
each constituent corporation.

   Under the Canada Business Corporations Act, certain extraordinary corporate
actions, such as certain amalgamations (other than with a direct or indirect
wholly-owned subsidiary), continuances, and sales, leases or exchanges of all
or substantially all the property of a corporation other than in the ordinary
course of business, and other extraordinary corporate actions such as
liquidations, dissolutions and (if ordered by a court) arrangements, are
required to be approved by special resolution. A special resolution is a
resolution passed at a meeting by not less than two-thirds of the votes cast by
the shareholders who voted in respect of the resolution or signed by all
shareholders entitled to vote on the resolution. In certain cases, a special
resolution to approve an extraordinary corporate action is also required to be
approved separately by the holders of a class or series of shares, including in
certain cases a class or series of shares not otherwise carrying voting rights.

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Vote Required for Ordinary Transactions; Quorum

   Under the Delaware General Corporation Law, a corporation's certificate of
incorporation and bylaws may specify the number of shares necessary to
constitute a quorum at any meeting of shareholders; provided, however, that a
quorum may not consist of less than one-third of the shares entitled to vote at
the meeting. The BioMarin bylaws provide that the presence in person or by
proxy of the holders of a majority of the total voting power of BioMarin then
outstanding and entitled to vote at any meeting will constitute a quorum for
the transaction of business at that meeting.

   Under the Delaware General Corporation Law, matters requiring stockholder
approval generally must be approved by the vote of the holders of a majority of
the shares present in person or represented by proxy at the meeting and
entitled to vote on the matter.

   The Canada Business Corporations Act provides that, unless the bylaws of a
corporation otherwise provide, a quorum of shareholders is present at a meeting
of shareholders, irrespective of the number of persons actually present at the
meeting, if the holders of a majority of the shares entitled to vote at the
meeting are present in person or represented by a proxy at such meeting. The
bylaws of Glyko provide that a quorum for the transaction of business at any
meeting of shareholders shall be two persons present in person, each being a
shareholder entitled to vote or a duly appointed proxyholder, and together
holding or representing at least 33% of the outstanding shares of Glyko
entitled to vote at the meeting.

Cumulative Voting

   Under the Delaware General Corporation Law, cumulative voting in the
election of directors is not mandatory, and for cumulative voting to be
effective it must be expressly provided for in the certificate of
incorporation. In an election of directors under cumulative voting, each share
of stock normally having one vote is entitled to a number of votes equal to the
number of directors to be elected. A shareholder may then cast all such votes
for a single candidate or may allocate them among as many candidates as the
shareholder may choose. Without cumulative voting, the holders of a majority of
the shares present at an annual meeting would have the power to elect all the
directors to be elected at that meeting, and no person could be elected without
the support of holders of a majority of the shares. BioMarin's certificate of
incorporation and bylaws do not provide for cumulative voting in the election
of its directors.

   Under the Canada Business Corporations Act, unless a corporation's articles
provide otherwise, there is no cumulative voting for the election of directors.
Glyko's articles indicate that every shareholder entitled to vote at an
election of directors has the right to cast a number of votes equal to the
number of votes attached to the shares held by him or her multiplied by the
number of directors to be elected, and he or she may cast all such votes in
favour of one candidate or distribute them among the candidates in such manner
as he or she sees fit.

Calling a Stockholders' Meeting

   Under the Delaware General Corporation Law, a stockholders' meetings may be
called by the directors or any other person authorized to do so in the
certificate of incorporation or the bylaws of the corporation. The certificate
of incorporation and bylaws of BioMarin state that a stockholders' meetings may
be called by the Chairman of BioMarin's board of directors or by a majority of
the then current members of the board of directors. Under the Delaware General
Corporation Law an annual meeting of stockholders may be mandated by the
Delaware Court of Chancery upon application by a stockholder or a director if
there is a failure to hold the annual meeting or to take action by written
consent to elect directors in lieu of an annual meeting for a period of 30 days
after the date designated for the annual meeting or, if no date has been
designated, for a period of 13 months after the latest to occur of the
organization of the corporation, its last annual meeting or the last action by
written consent to elect directors in lieu of an annual meeting.

   Under the Canada Business Corporations Act, the holders of not less than 5%
of the issued shares of a corporation that carry the right to vote at the
meeting sought to be held may requisition the directors to call a

                                      162



meeting of shareholders. Upon meeting the technical requirements set out in the
Canada Business Corporations Act for making such a requisition, the directors
of the corporation must call a meeting of shareholders within 21 days from
receipt of the requisition. If they do not, the shareholders who made the
requisition may call the meeting.

Amendment of Certificate of Incorporation or Articles of Incorporation

   The Delaware General Corporation Law provides that in addition to approval
of a proposed amendment by a corporation's board of directors, the vote of
holders of a majority in voting power of the outstanding shares entitled to
vote is generally required to amend a corporation's certificate of
incorporation, unless a greater proportion is otherwise specified in the
corporation's certificate of incorporation. The Delaware General Corporation
Law further provides that the holders of shares of a class shall be entitled to
vote and to vote as a class on a proposed amendment to the certificate of
incorporation if the amendment would exclude or limit their right to vote in
any matter, subordinate their right by authorizing shares that have superior
rights, increase or decrease the number of authorized shares of such class,
change the par value of the shares of such class, or alter or change the
relative rights, preferences or limitations of the shares of such class so as
to affect them adversely.

   Under the Canada Business Corporations Act, any amendment to the articles
generally requires approval by special resolution.

Amendment of Bylaws

   Under the Delaware General Corporation Law, stockholders entitled to vote
have the power to adopt, amend or repeal bylaws. In addition, a corporation
may, in its certificate of incorporation, confer such power upon the board of
directors.

   The BioMarin bylaws provide that the provisions of BioMarin's bylaws may be
amended or repealed or new bylaws may be adopted by the BioMarin stockholders
entitled to vote; provided, however, BioMarin may, in its certificate of
incorporation, confer the power to adopt, amend or repeal the bylaws upon its
directors. BioMarin's certificate of incorporation authorizes its board of
directors to make, alter, amend or repeal the bylaws of BioMarin. The fact that
such power is conferred upon the directors does not divest the stockholders of
the power, nor limit their power to adopt, amend or repeal bylaws.

   The Canada Business Corporations Act provides that unless the articles,
bylaws or a unanimous shareholder agreement otherwise provide, the directors
may, by resolution, make, amend or repeal any bylaws that regulate the business
or affairs of a corporation. Where the directors make, amend or repeal a bylaw,
they are required under the Canada Business Corporations Act to submit the
bylaw, amendment or repeal to the shareholders at the next meeting of
shareholders, and the shareholders may confirm, reject or amend the bylaw,
amendment or repeal by an ordinary resolution, which is a resolution passed by
a majority of the votes cast by shareholders who voted in respect of the
resolution. If the directors of a corporation do not submit a bylaw, an
amendment or a repeal to the shareholders at the next meeting of shareholders,
the bylaw, amendment or repeal will cease to be effective, and no subsequent
resolution of the directors to adopt, amend or repeal a bylaw having
substantially the same purpose and effect is effective until it is confirmed or
confirmed as amended by the shareholders.

Dissenters' Appraisal Rights

   The Delaware General Corporation Law provides that a stockholder of a
corporation who has not voted for, or consented in writing to, a merger or
consolidation of, sale of all or substantially all the assets of, or share
exchange involving that corporation has the right to receive payment of the
fair value of his shares, except that the right to receive payment of the fair
value of his shares shall not be available:

  .   to a stockholder of the parent corporation in a merger of the parent and
      its 90 percent owned subsidiary,


                                      163



  .   to a stockholder of the surviving corporation in a merger except when
      such merger effects changes in the preferential, preemptive or voting
      rights of the shares held by such stockholder; or

  .   to a stockholder for the shares of any class or series of stock, which
      shares or depository receipts in respect thereof, at the record date
      fixed to determine the stockholders entitled to receive notice of the
      meeting of stockholders to vote upon the plan of merger or consolidation,
      were listed on a national securities exchange or designated as a national
      market system security on an interdealer quotation system by the National
      Association of Securities Dealers, Inc. or held of record by more than
      2,000 holders.

   The Canada Business Corporations Act provides that shareholders of a
corporation governed thereunder who are entitled to vote on certain matters are
entitled to exercise dissent rights and to be paid the fair value of their
shares in connection therewith. The Canada Business Corporations Act does not
distinguish for this purpose between listed and unlisted shares. Such matters
include:

  .   any amalgamation with another corporation (other than with certain
      affiliated corporations);

  .   an amendment to the corporation's articles to add, change or remove any
      provisions restricting the issue, transfer or ownership of shares;

  .   an amendment to the corporation's articles to add, change or remove any
      restriction upon the business or businesses that the corporation may
      carry on;

  .   a continuance under the laws of another jurisdiction;

  .   a sale, lease or exchange of all or substantially all the property of the
      corporation other than in the ordinary course of business;

  .   a court order permitting a shareholder to dissent in connection with an
      application to the court for an order approving an arrangement proposed
      by the corporation;

  .   certain amendments to the articles of a corporation which require a
      separate class or series vote, provided that a shareholder is not
      entitled to dissent if an amendment to the articles is effected by a
      court order approving a reorganization or by a court order made in
      connection with an action for an oppression remedy; or

  .   carrying out a going-private transaction or a squeeze-out transaction.

Oppression Remedy

   The Delaware General Corporation Law does not provide for an oppression
remedy.

   The Canada Business Corporations Act provides an oppression remedy that
enables a court to make any order, both interim and final, to rectify the
matters complained of if the court is satisfied upon application by a
complainant (as defined below) that:

  .   any act or omission of the corporation or an affiliate effects a result;

  .   the business or affairs of the corporation or an affiliate are or have
      been carried on or conducted in a manner; or

  .   the powers of the directors of the corporation or an affiliate are or
      have been exercised in a manner,

that is oppressive or unfairly prejudicial to or that unfairly disregards the
interest of any security holder, creditor, director or officer.

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   A complainant includes:

  .   a present or former registered holder or beneficial owner of securities
      of a corporation or any of its affiliates;

  .   a present or former officer or director of the corporation or any of its
      affiliates;

  .   the director under the Canada Business Corporations Act; and

  .   any other person who in the discretion of the court is a proper person to
      make such application.

   The oppression remedy provides the court with an extremely broad and
flexible jurisdiction to intervene in corporate affairs to protect shareholders
and other complainants. While conduct which is in breach of fiduciary duties of
directors or that is contrary to the legal right of a complainant will normally
trigger the court's jurisdiction under the oppression remedy, the exercise of
that jurisdiction does not depend on a finding of a breach of such legal and
equitable rights. Furthermore, the court may order a corporation to pay the
interim expenses of a complainant seeking an oppression remedy, but the
complainant may be held accountable for such interim costs on final disposition
of the complaint (as in the case of a derivative action). The complainant is
not required to give security for costs in an oppression action.

Shareholder Derivative Actions

   Under the Delaware General Corporation Law, stockholders may bring an action
in the right of a corporation, so long as the stockholder was a stockholder of
the corporation at the time of the conduct in question or he or she obtained
the stock thereafter by operation of law.

   Under the Canada Business Corporations Act, a complainant may apply to the
court for leave to bring an action in the name of and on behalf of a
corporation or any subsidiary, or to intervene in an existing action to which
any such corporation or subsidiary is a party, for the purpose of prosecuting,
defending or discontinuing the action on behalf of the corporation or
subsidiary. Under the Canada Business Corporations Act, no action may be
brought and no intervention in an action may be made unless the court is
satisfied that the complainant has given not less than 14 days notice to the
directors of the corporation or its subsidiary of the complainant's intention
to apply to the court and (i) the directors of the corporation or its
subsidiary do not bring, diligently prosecute or defend or discontinue the
action; (ii) the complainant is acting in good faith; and (iii) it appears to
be in the interests of the corporation or its subsidiary that the action be
brought, prosecuted, defended or discontinued. Under Canadian law, the court in
a derivative action may make any order it thinks fit. In addition, under
Canadian law, a court may order a corporation or its subsidiary to pay the
complainant's interim costs, including reasonable legal fees and disbursements.
Although the complainant may be held accountable for the interim costs on final
disposition of the complaint, it is not required to give security for costs in
a derivative action.

Director Qualifications

   The Delaware General Corporation Law does not have any residency
requirements.

   Twenty-five percent of the directors of most corporations governed by the
Canada Business Corporations Act generally must be resident Canadians. If a
corporation has less than 4 directors, at least one has to be a resident
Canadian. The Canada Business Corporations Act also requires that a corporation
whose securities are publicly traded shall have not fewer than three directors,
at least two of whom are not officers or employees of the company or any of its
affiliates.

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Election of Directors

   Under the Delaware General Corporation Law directors are elected at each
annual stockholders meeting unless their terms are staggered. The certificate
of incorporation may authorize the election of certain directors by one or more
classes or series of shares, and the certificate of incorporation, an initial
bylaw or a bylaw adopted by the required vote of stockholders may provide for
staggered terms for the directors. The certificate of incorporation of BioMarin
provides that the election of directors need not be by written ballot unless
the bylaws of BioMarin shall at the time of any such election so provide. The
bylaws of BioMarin provide that directors shall be elected at each annual
meeting of stockholders to hold office until the next annual meeting.

   Under the Canada Business Corporations Act, a director may be elected for up
to a three-year term or until the director's successor is elected. A director
not elected for an expressly stated term holds office until the close of the
first annual meeting of shareholders following his election or until his
successor is elected.

Fiduciary Duties of Directors

   Directors of corporations organized under the Delaware General Corporation
Law have fiduciary obligations to the corporation and to its stockholders.
Pursuant to these fiduciary obligations, the directors must act in good faith
and with the degree of care which an ordinarily prudent person in a like
position would use under similar circumstances.

   Directors of corporations governed by the Canada Business Corporations Act
have fiduciary obligations to the corporation. Under the Canada Business
Corporations Act, directors must act honestly and in good faith with a view to
the best interests of the corporation, and must exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances.

Removal of Directors

   Under the Delaware General Corporation Law, directors generally may be
removed, with or without cause, by a vote of the holders of the majority of the
shares being voted. The bylaws of BioMarin provide that unless otherwise
restricted by statute, by the certificate of incorporation or by the bylaws,
any director or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at an
election of directors.

   Under the Canada Business Corporations Act, provided that articles of the
corporation do not provide for cumulative voting, shareholders of a corporation
may by ordinary resolution passed at a special meeting remove any director or
directors from office. If holders of a class or series of shares have the
exclusive right to elect one or more directors, a director elected by them may
only be removed by an ordinary resolution at a meeting of the shareholders of
that class or series.

Filling Vacancies on the Board of Directors

   As permitted by the Delaware General Corporation Law, the BioMarin bylaws
provide that any vacancy on the BioMarin board may be filled by the BioMarin
board.

   Under the Canada Business Corporations Act, subject to the articles of the
corporation, a vacancy among the directors may be filled at a meeting of
shareholders or by a quorum of directors except when the vacancy results from
an increase in the number or minimum or maximum number of directors or from a
failure to elect the appropriate number of directors required by the articles.
Each director appointed holds office for the unexpired term of his or her
predecessor unless his or her office is vacated earlier.

                                      166



Stockholder Action by Written Consent

   Under the Delaware General Corporation Law, unless otherwise provided in the
certificate of incorporation, any action required to be taken or which may be
taken at an annual or special meeting of stockholders may be taken without a
meeting if a consent in writing is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present. BioMarin's certificate of incorporation provides that no
action shall be taken by the stockholders of BioMarin except at an annual or
special meeting of the stockholders called in accordance with the bylaws of
BioMarin.

   Under the Canada Business Corporations Act, shareholder action without a
meeting may be taken by written resolution signed by all shareholders who would
be entitled to vote thereon at a meeting.

Indemnification of Officers and Directors

   The Delaware General Corporation Law permits indemnification against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with actions, suits,
or proceedings in which an officer, director, employee or agent is a party by
reason of the fact that he is or was such a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another entity or
enterprise, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, in respect
of any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. However, in connection with actions by or in the right of
the corporation, such indemnification is not permitted if such action has been
settled or if such person has been adjudged liable to the corporation, unless
the court in which the action or suit was brought determines that, under all of
the circumstances such person is nonetheless fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. Under the BioMarin
bylaws, BioMarin will indemnify directors and officers to the fullest extent
permitted by law.

   The Delaware General Corporation Law also permits a corporation to purchase
and maintain insurance on behalf of its directors, officers, employees and
agents against any liability which may be asserted against, or incurred by,
such persons in their capacities as such, whether or not the corporation would
have the power to indemnify such persons against such liabilities. BioMarin has
purchased such insurance. The Delaware General Corporation Law further provides
that the statutory provisions regarding indemnification are not exclusive of
any right which may exist under any by-law, agreement vote of stockholders or
independent directors, or otherwise.

   The Canada Business Corporations Act provides that a corporation may advance
monies to a director, or officer or other individual for the costs, charges and
expenses of a proceeding for which the corporation is permitted to indemnify
such a person. The individual shall repay such monies if he or she does not
fulfill the conditions for indemnification.

   Under the Canada Business Corporations Act, a corporation may indemnify a
director or officer, a former director or officer or a person who acts or acted
at the corporation's request as a director or officer of another body corporate
(an "indemnifiable person"), against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgment, reasonably incurred
by him or her in respect of any civil, criminal, investigative or
administrative action or proceeding in which the indemnifiable person is
involved because of their association with the corporation or such body
corporate, if he or she was not judged by the court or other competent
authority to have committed any fault or omitted to do anything that the
individual ought to have done and: (i) he or she acted honestly and in good
faith with a view to the best interests of such corporation; and (ii) in the
case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, he or she had reasonable grounds for believing that his or
her conduct was lawful. An indemnifiable person is entitled under the Canada
Business Corporations Act to such indemnity from the corporation if he or she
was substantially successful on the merits in his or her defense of the action
or proceeding and fulfilled the conditions set out in (i) and (ii) above. A
corporation may, with the approval of a court, also indemnify an indemnifiable
person in

                                      167



respect of an action by or on behalf of the corporation or body corporate to
procure a judgment in its favor, to which such person is made a party by reason
of being or having been a director or an officer of the corporation or body
corporate, if he or she fulfills the conditions set forth in (i) and (ii),
above.

Director Liability

   The Delaware General Corporation Law provides that the charter of a
corporation may include a provision which limits or eliminates the liability of
directors to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided such liability does not arise
from certain prescribed conduct, including acts or omissions not in good faith
or which involve intentional conduct, breach of the duty of loyalty, a knowing
violation of law or gain of a financial profit or other advantage to which such
director was not legally entitled. The BioMarin certificate of incorporation
contains a provision, as permitted by the Delaware General Corporation Law,
eliminating the personal monetary liability of directors for breach of duties
as a director to the fullest extent permitted under the Delaware General
Corporation Law.

   The Canada Business Corporations Act does not permit any such limitation of
a director's liability.

Anti-Takeover Provisions and Interested Stockholders

   Certain anti-takeover provisions of the Delaware General Corporation Law and
BioMarin's charter documents as currently in effect may make a change in
control of the company more difficult, even if a change in control would be
beneficial to the stockholders. BioMarin's anti-takeover provisions include
provisions in the certificate of incorporation providing that stockholders'
meetings may only be called by the Chairman of BioMarin's board of directors or
by a majority of the then current members of the board of directors and
providing that the stockholders may not take action by written consent.
Additionally, its 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 its
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 the outstanding voting
stock of the company. The Delaware General Corporation 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. The Board of Directors may use these provisions to prevent changes
in the management and control of its company. Also, under applicable the
Delaware General Corporation Law, its Board of Directors may adopt additional
anti-takeover measures in the future.

   The Canada Business Corporations Act does not contain a comparable provision
with respect to business combinations. However, policies of certain Canadian
securities regulatory authorities, including Rule 61-501 of the Ontario
Securities Commission, contain requirements in connection with "related party
transactions." A related party transaction means, generally, any transaction by
which an issuer, directly or indirectly, acquires or transfers an asset or
acquires or issues treasury securities or assumes or transfers a liability from
or to, as the case may be, a related party by any means in any one or any
combination of transactions. "Related party" is defined in OSC Rule 61-501 and
includes directors, senior officers and holders of at least 10% of the voting
securities or of a sufficient number of any securities of the issuer to
materially affect control of the issuer.

   OSC Rule 61-501 requires more detailed disclosure in the proxy material sent
to securityholders in connection with a related party transaction, and, subject
to certain exceptions, the preparation of a formal valuation of the subject
matter of the related party transaction and any non-cash consideration offered
therefor and the inclusion of a summary of the valuation in the proxy material.
OSC Rule 61-501 also requires that, subject to certain exceptions, an issuer
shall not engage in a related party transaction unless minority approval for
the related party transaction has been obtained.


                                      168



Transactions with Interested Directors or Officers

   The Delaware General Corporation Law provides that a contract or transaction
("transaction") between a Delaware corporation and one or more of its directors
or officers (an "interested person"), or an entity in which such person is an
officer or director or has a financial interest, is not void or voidable solely
because of such interest, or solely because such interested person is present
at or participates in a board or committee meeting approving the transaction or
solely because such interested person's votes are counted for such purposes if:

   (a) the material facts of the relationship or interest and the transaction
       are disclosed in good faith or are known to the board or committee and
       the board or committee authorizes the transaction by a majority of the
       disinterested directors even though the disinterested directors be less
       than a quorum;

   (b) the material facts of the relationship or interest and the transaction
       are disclosed in good faith or are known to, and the transaction is
       approved by, the stockholders; or

   (c) the transaction is fair as to the corporation at the time it is
       authorized, approved or ratified.

   Under the Canada Business Corporations Act, a director or officer must
disclose any interest he or she has in a material contract or transaction with
the corporation if the director or officer (i) is a party to the contract or
transaction; (ii) is a director or an officer, or an individual acting in a
similar capacity, of a party to the contract or transaction; or (iii) has a
material interest in a party to the contract or transaction. This disclosure
must describe the nature and extent of the interest in writing and must be
provided in a timely manner. A director or officer with a material interest as
so described may not generally vote on any resolution to approve such a
contract, unless the contract or transaction (i) relates primarily to his or
her remuneration as a director, officer, employee or agent of the corporation
or an affiliate; (ii) is for indemnity or insurance; or (iii) is with an
affiliate.

                                      169



                         DISSENTING SHAREHOLDER RIGHTS

BioMarin

   Under the Delaware General Corporation Law, stockholders of BioMarin will
not have dissenters' appraisal rights in connection with the transaction.

Glyko

   Section 190 of the Canada Business Corporations Act provides shareholders
with the right to dissent from certain resolutions of a corporation which
effect extraordinary corporate transactions or fundamental corporate changes
including resolutions approving a continuance, but does not expressly include
resolutions approving an arrangement. However, the interim order expressly
provides registered Glyko shareholders with the right to dissent from the Glyko
arrangement resolution in accordance with the provisions of Section 190 of the
Canada Business Corporations Act and the Plan of Arrangement. Any Glyko
shareholder who dissents from the Glyko arrangement resolution in compliance
with the interim order and Section 190 of the Canada Business Corporations Act
and the Plan of Arrangement will be entitled, in the event the arrangement
becomes effective, to be paid by Glyko the fair value of the Glyko common
shares held by such dissenting shareholder determined as of the close of
business on the day before the Glyko arrangement resolution is adopted.

   Any Glyko shareholder who dissents from the Glyko continuance resolution in
compliance with Section 190 of the Canada Business Corporations Act will be
entitled, in the event the continuance becomes effective, to be paid by Glyko
the fair value of the Glyko common shares held by such dissenting shareholder
determined as of the close of business on the day before the Glyko continuance
resolution is adopted. Glyko shareholders may dissent from either or both of
the arrangement and the continuance resolutions.

   The interim order and Section 190 provides that a shareholder may only make
a claim under that section with respect to all the shares of a class held by
the shareholder on behalf of any one beneficial owner and registered in the
shareholder's name. One consequence of this provision is that a Glyko
shareholder may only exercise the right to dissent under Section 190 in respect
of Glyko common shares which are registered in that shareholder's name. In many
cases, shares beneficially owned by a person (a "non-registered holder") are
registered either: (a) in the name of an intermediary that the non-registered
holder deals with in respect of the shares (such as banks, trust companies,
securities dealers and brokers, trustees or administrators of self-administered
registered retirement savings plans (as defined under the Income Tax Act
(Canada)), registered retirement income funds (as defined under the Income Tax
Act (Canada)), registered education savings plans and similar plans, and their
nominees); or (b) in the name of a clearing agency (such as The Canadian
Depository for Securities Limited, or CDS) of which the intermediary is a
participant. Accordingly, a non-registered holder will not be entitled to
exercise the right to dissent under the interim order or Section 190 directly
(unless the shares are re-registered in the non-registered holder's name). A
non-registered holder who wishes to exercise the right to dissent should
immediately contact the intermediary with whom the non-registered holder deals
in respect of the shares and either:

  .   instruct the intermediary to exercise the right to dissent on the
      non-registered holder's behalf (which, if the shares are registered in
      the name of CDS or other clearing agency, would require that the share
      first be re-registered in the name of the intermediary); or

  .   instruct the intermediary to re-register the shares in the name of the
      non-registered holder, in which case the non-registered holder would have
      to exercise the right to dissent directly.

   A registered holder of Glyko common shares who wishes to dissent in respect
of its Glyko common shares must provide a dissent notice specifying the
resolution against which he or she wishes to dissent to Glyko Biomedical Ltd.,
199 Bay Street, Box 25, Commerce Court West, Suite 2800, Toronto, Ontario,

                                      170



M5L 1A9, attention John A. Kolada, facsimile number (416) 863-2653, at or prior
to the Glyko special meeting (or any adjournment thereof).

   Glyko is required, within 10 days after the Glyko shareholders adopt the
Glyko arrangement resolution or the Glyko continuance resolution, to notify
each dissenting shareholder that the Glyko arrangement resolution or the Glyko
continuance resolution, as applicable, has been adopted. Such notice is not
required to be sent to any Glyko shareholder who voted for the Glyko
arrangement resolution, if such resolution is adopted, or any Glyko shareholder
who voted for the Glyko continuance resolution, if such resolution is adopted,
or who has withdrawn his or her dissent notice.

   A dissenting shareholder who has not withdrawn his or her dissent notice
must then, within 20 days after receipt of notice that the Glyko arrangement
resolution and/or the Glyko continuance resolution, as applicable, has been
adopted or, if the dissenting shareholder does not receive such notice, within
20 days after he or she learns that the Glyko arrangement resolution and/or the
Glyko continuance resolution has been adopted, send to Glyko a written notice
containing his or her name and address, the number and class of Glyko common
shares in respect of which he or she dissents, and a demand for payment of the
fair value of such Glyko common shares. Within 30 days after sending a demand
for payment, the dissenting shareholder must send to Glyko the certificates
representing the Glyko common shares in respect of which he or she dissents. A
dissenting shareholder who fails to send certificates representing the Glyko
common shares in respect of which he or she dissents forfeits his or her right
to dissent. The Glyko transfer agent will endorse on share certificates
received from a dissenting shareholder a notice that the holder is a dissenting
shareholder and will forthwith return the share certificates to the dissenting
shareholder.

   After sending a demand for payment, a dissenting shareholder ceases to have
any rights as a holder of the Glyko common shares in respect of which the
shareholder has dissented other than the right to be paid the fair value of
such shares as determined under the interim order and Section 190 of the Canada
Business Corporations Act, unless:

  .   the dissenting shareholder withdraws the demand for payment before Glyko
      makes a written offer to pay;

  .   Glyko fails to make a timely offer to pay to the dissenting shareholder
      and the dissenting shareholder withdraws his or her demand for payment; or

  .   the directors of Glyko revoke the Glyko arrangement resolution and/or the
      Glyko continuance resolution, as applicable, in all of which cases the
      dissenting shareholder's rights as a shareholder are reinstated and such
      shares shall be subject to the arrangement and/or the continuance if
      either has been completed.

   In addition, pursuant to the Plan of Arrangement, Glyko registered
shareholders who duly exercise such right of dissent and who:

  .   are ultimately determined to be entitled to be paid fair value for their
      Glyko common shares shall be deemed to have transferred their Glyko
      common shares to Glyko immediately prior to the implementation time of
      the arrangement, to the extent the fair value therefor is paid by Glyko,
      and such Glyko common shares shall be cancelled as of the implementation
      time of the arrangement, or

  .   are ultimately not entitled, for any reason, to be paid fair value for
      their Glyko common shares, shall be deemed to have participated in the
      arrangement on the same basis as any non-dissenting holder of
      Glyko common shares and shall receive BioMarin common stock in accordance
      with the Plan of Arrangement.

   Glyko is required, not later than seven days after the later of (i) the
earlier of the effective date of the arrangement and the continuance and (ii)
the date on which Glyko received the demand for payment of a

                                      171



dissenting shareholder, to send to each dissenting shareholder who has sent a
demand for payment, an offer to pay for his or her Glyko common shares in an
amount considered by the Glyko board of directors to be the fair value thereof,
accompanied by a statement showing the manner in which the fair value was
determined. Every offer to pay must be on the same terms. Glyko must pay for
the Glyko common shares of a dissenting shareholder within 10 days after an
offer to pay has been accepted by a dissenting shareholder, but any such offer
lapses if Glyko does not receive an acceptance thereof within 30 days after the
offer to pay has been made.

   If Glyko fails to make an offer to pay for a dissenting shareholder's Glyko
common shares, or if a dissenting shareholder fails to accept an offer which
has been made, Glyko may, within 50 days after the effective date of the
earlier of the arrangement and the continuance or within such further period as
a court may allow, apply to a court to fix a fair value for the Glyko common
shares of dissenting shareholders. If Glyko fails to apply to a court, a
dissenting shareholder may apply to a court for the same purpose within a
further period of 20 days or within such further period as a court may allow. A
dissenting shareholder is not required to give security for costs in such an
application. An application to the court by Glyko must be to the Superior Court
of Justice (Ontario) and an application to the court by a dissenting
shareholder must also be to the Superior Court of Justice (Ontario).

   Upon an application to a court, all dissenting shareholders whose Glyko
common shares have not been purchased by Glyko will be joined as parties and
bound by the decision of the court, and Glyko will be required to notify each
affected dissenting shareholder of the date, place and consequences of the
application and of his or her right to appear and be heard in person or by
counsel. Upon any such application to a court, the court may determine whether
any person is a dissenting shareholder who should be joined as a party, and the
court will then fix a fair value for the Glyko common shares of all dissenting
shareholders. The final order of a court will be rendered against Glyko in
favor of each dissenting shareholder and for the amount of the fair value of
his or her Glyko common shares as fixed by the court. The court may, in its
discretion, allow a reasonable rate of interest on the amount payable to each
dissenting shareholder from the effective date of the arrangement until the
date of payment.

   The foregoing is only a summary of the dissenting shareholder provisions of
the interim order, Canada Business Corporations Act and the Plan of
Arrangement, which are technical and complex. A complete copy of Section 190 of
the Canada Business Corporations Act is attached to this Joint Proxy Circular
as Annex H. It is recommended that any Glyko shareholder wishing to avail
himself or herself of his or her dissent rights under those provisions seek
legal advice as failure to comply strictly with the provisions of the interim
order, Canada Business Corporations Act and the Plan of Arrangement may
prejudice the right of dissent. For a general summary of certain income tax
implications to a dissenting shareholder, see "Tax Considerations for
Glyko Securityholders--Glyko Shareholders Resident in Canada--Dissenting Glyko
Shareholders" and "Tax Considerations for Glyko Securityholders--Glyko
Shareholders Not Resident in Canada--Dissenting Shareholders" and "Tax
Considerations for Glyko Securityholders--U.S. Federal Income Tax
Considerations for Glyko Shareholders--Dissenting U.S. Holders."

                                      172



                                 LEGAL MATTERS

   Certain legal matters in connection with the arrangement will be passed upon
by Paul, Hastings, Janofsky & Walker LLP, Los Angeles, California, United
States and Cassels Brock & Blackwell LLP, Toronto, Ontario, Canada on behalf of
BioMarin and by Blake, Cassels & Graydon LLP, Toronto, Ontario, Canada and
Testa, Hurwitz & Thibeault LLP, Boston, Massachusetts, United States on behalf
of Glyko. As of the date hereof, none of the partners or associates of the
foregoing law firms owned beneficially, directly or indirectly, in excess of
one percent of the Glyko common shares or the BioMarin common stock.

                                    EXPERTS

   The BioMarin consolidated financial statements included in Annex I to this
Joint Proxy Circular and the IBEX Therapeutic Enzymes Division audited
financial statements included in Annex L to this Joint Proxy Circular have been
audited by Arthur Andersen LLP, independent certified public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

   The Glyko financial statements included in Annexes J and K to this Joint
Proxy Circular have been audited by Arthur Andersen LLP, independent certified
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.

   Neither BioMarin nor Glyko has been able to obtain, after reasonable
efforts, the reissued reports of Arthur Andersen LLP with respect to the
financial statements included in this Joint Proxy Circular as Annexes I, J, K
and L because, among other reasons, the partner and the audit manager in charge
of auditing BioMarin and Glyko 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, BioMarin and Glyko have
dispensed with the requirement to file with this Joint Proxy Circular, the
reissued reports of Arthur Andersen with respect to these financial statements.
As a result, the BioMarin stockholders and the Glyko shareholders 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.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

   You should rely only on the information contained in this Joint Proxy
Circular or to which BioMarin or Glyko has referred you in this Joint Proxy
Circular. Neither BioMarin nor Glyko has authorized anyone to provide you with
information that is different.

   BioMarin and Glyko are subject to the informational requirements of the
United States Securities Exchange Act of 1934. Accordingly, BioMarin files
reports, proxy statements and other information with the Securities and
Exchange Commission. Glyko files reports and other information with the
Securities and Exchange Commission. Such reports, proxy statements and other
information can be inspected and copied at the locations described above.
Copies of these materials can be obtained from the public reference rooms of
the Securities and Exchange Commission at the locations noted below, at
prescribed rates. You can call the Securities and Exchange Commission at
1-800-732-0330 for further information about the public reference room. The
Securities and Exchange Commission maintains a web site that contains the
registration statement, reports, proxy statements and other information
regarding BioMarin at http://www.sec.gov. You may obtain further information
with respect to BioMarin by reviewing this Joint Proxy Circular and the
attached exhibits, which you may read and copy in the public reference room at
the following location of the Securities and Exchange Commission:

                             Public Reference Room
                                Judiciary Plaza
                            450 Fifth Street, N.W.
                                   Room 1024
                            Washington, D.C. 20549

                                      173



   BioMarin stockholders should contact Morrow & Co., Inc., BioMarin's proxy
solicitor at the address or telephone number listed below with any questions
about the transaction.

                              Morrow & Co., Inc.
                          445 Park Avenue--5th Floor
                              New York, NY 10022
                                1-800-607-0088

   Any BioMarin stockholder who needs additional copies of this Joint Proxy
Circular or voting material should contact Morrow & Co., Inc. as described
above.

   Glyko also files reports, proxy statements and other information concerning
Glyko with securities regulatory authorities in Canada which are available on
the System for Electronic Document Analyses and Retrieval of the Canadian
Securities Administrators at http://www.sedar.com.

   Glyko shareholders should contact:


                
   Shareholder Services Call Centre
   Computershare Trust of Canada

   Telephone:      (800) 663-9097 (toll free in Europe, the United States and Canada)
                   (514) 982-7270 (Montreal)

   Email:          caregistryinfo@computershare.com


with any questions related to the transaction or with any request for any
documentation referred to herein.

   Reports, proxies and statements and other information concerning BioMarin
also can be inspected at the offices of Nasdaq located at:

                                    Nasdaq
                              1735 K Street, N.W.
                            Washington, D.C. 20006

   You should rely only on the information contained in this Joint Proxy
Circular to vote your shares at the meetings. The companies have not authorized
anyone to provide you with information that is different from what is contained
in the Joint Proxy Circular. This Joint Proxy Circular is dated April 24, 2002.
You should not assume that the information contained in the Joint Proxy
Circular is accurate as of any date other than that date.

   The Joint Proxy Circular and the sending, communication and delivery thereof
to the holders of BioMarin common stock has been authorized and approved by the
board of directors of BioMarin. The Joint Proxy Circular and the sending,
communication and delivery thereof to the holders of Glyko common shares has
been authorized and approved by the board of directors of Glyko.


                                           
By Order of the Board of Directors of         By Order of the Board of Directors of
  BioMarin Pharmaceutical Inc.                  Glyko Biomedical Ltd.

/s/  CHRISTOPHER M. STARR                     /s/  JOHN A. KOLADA
------------------------------------          ------------------------------------
Christopher M. Starr, Ph.D.                   John A. Kolada
Secretary                                     Secretary

     /S/\\H\\, 2002                                /S/\\H\\, 2002


                                      171



          NOTICE TO CANADIAN SHAREHOLDERS AND OPTIONHOLDERS OF GLYKO

   BioMarin is organized under the laws of the State of Delaware, United
States. All of the directors and executive officers of BioMarin and many of the
experts named in the Joint Proxy Circular are not residents of Canada. In
addition, substantial portions of the assets of BioMarin and of such
individuals and experts are located outside of Canada. As a result, it may be
difficult or impossible for persons who become stockholders of BioMarin to
effect service of process upon such persons within Canada with respect to
matters arising under Canadian securities laws or to enforce against them in
Canadian courts judgments predicated upon the civil liability provisions of
Canadian securities laws. There is some doubt as to the enforceability in the
United States in original actions, or in actions for enforcement of judgments
of Canadian courts, of civil liabilities predicated upon Canadian securities
laws. In addition, awards of punitive damages in actions brought in Canada or
elsewhere may be unenforceable in the United States.

   Disclosure in the Joint Proxy Circular relating to BioMarin has been
prepared in accordance with U.S. securities laws. Shareholders should be aware
that these requirements may differ from Canadian requirements. The financial
statements of BioMarin included in the Joint Proxy Circular have not been
prepared in accordance with Canadian generally accepted accounting principles
and may not be comparable to financial statements of Canadian companies.

                                      175



        NOTICE TO UNITED STATES SHAREHOLDERS AND OPTIONHOLDERS OF GLYKO

   This solicitation of proxies by Glyko is not subject to the requirements of
Section 14(a) of the United States Securities Exchange Act of 1934.
Accordingly, the solicitation and transactions contemplated in the Joint Proxy
Circular are made in the United States for securities of a Canadian foreign
private issuer in accordance with Canadian corporate and securities laws, and
the Joint Proxy Circular has been prepared in accordance with disclosure
requirements applicable in Canada. Glyko shareholders in the United States
should be aware that such requirements are different from those of the United
States applicable to registration statements under the United States Securities
Act of 1933 and proxy statements under the United States Securities Exchange
Act of 1934.

   Except as set forth herein, the historical Glyko financial information
included in the Joint Proxy Circular is presented in U.S. dollars and has been
prepared in accordance with Canadian generally accepted accounting principles,
which differ from United States generally accepted accounting principles in
certain material respects, and thus may not be comparable to the unaudited pro
forma consolidated condensed financial statements and the consolidated
financial statements and historical consolidated financial information of
BioMarin. Historical Glyko financial information prepared in accordance with
United States generally accepted accounting principles is contained in Glyko's
annual reports on Form 10-K and quarterly reports on Form 10-Q and may be
obtained for review as described under "Where You Can Find Additional
Information."

   All of the directors and officers of Glyko, as well as certain experts named
herein, are resident outside the United States. As a result, it may be
difficult for holders of Glyko common shares to effect service within the
United States upon such directors, officers and experts who are not residents
of the United States. There is some doubt as to the enforceability in Canada
against Glyko or any of its directors, officers or experts who are not
residents of the United States in original actions or in actions for
enforcement of judgments of United States courts, of liabilities predicated
solely upon United States federal securities laws.

                                      176



                                    ANNEX A


                ACQUISITION AGREEMENT FOR A PLAN OF ARRANGEMENT

                                 BY AND AMONG

                         BIOMARIN PHARMACEUTICAL INC.,

                  BIOMARIN ACQUISITION (NOVA SCOTIA) COMPANY,

                                      AND

                             GLYKO BIOMEDICAL LTD.



                         Dated as of February 6, 2002

                                      A-1



                               TABLE OF CONTENTS



    ARTICLE 1  THE PLAN OF ARRANGEMENT................................  A-6
                                                                 
       1.1   Implementation Steps by Glyko............................  A-6
       1.2   Implementation Steps by BioMarin and BioMarin Nova Scotia  A-6
       1.3   Interim Order............................................  A-6
       1.4   Effect of the Arrangement................................  A-6
       1.5   Effect on Capital Stock..................................  A-7
       1.6   Dissenting Shares........................................  A-7
       1.7   Surrender of Certificates................................  A-8
       1.8   No Further Ownership Rights in Glyko Common Shares.......  A-9
       1.9   Lost, Stolen or Destroyed Certificates...................  A-9
       1.10  Tax Consequences.........................................  A-9
       1.11  Closing..................................................  A-9

    ARTICLE 2  REPRESENTATIONS AND WARRANTIES OF GLYKO................ A-10
       2.1   Organization, Standing and Power; Subsidiaries........... A-10
       2.2.  Articles of Incorporation and Bylaws..................... A-10
       2.3   Share Capital............................................ A-10
       2.4   Authority; Binding Nature of Agreement................... A-11
       2.5   No Conflict; Required Filings and Consents............... A-12
       2.6   Compliance; Permits...................................... A-13
       2.7   Canadian Securities Filings; Financial Statements........ A-13
       2.8   No Undisclosed Liabilities............................... A-14
       2.9   Absence of Certain Changes or Events..................... A-14
       2.10  Legal Proceedings; Orders................................ A-14
       2.11  Employee Benefit Plans................................... A-15
       2.12  Labor Matters............................................ A-15
       2.13  Restrictions on Business Activities...................... A-15
       2.14  Title to Property........................................ A-15
       2.15  Taxes.................................................... A-15
       2.16  Environmental Matters.................................... A-16
       2.17  Brokers.................................................. A-16
       2.18  Intellectual Property.................................... A-16
       2.19  Contracts................................................ A-16
       2.20  Insurance................................................ A-17
       2.21  Opinion of Financial Advisor............................. A-17
       2.22  Board Approval........................................... A-17
       2.23  Vote Required............................................ A-17
       2.24  Minute Books............................................. A-17
       2.25  Indemnification Obligations.............................. A-17
       2.26  Change of Control Payments............................... A-17
       2.27  Interested Party Transactions............................ A-17

    ARTICLE 3  REPRESENTATIONS AND WARRANTIES OF BIOMARIN AND BIOMARIN
      NOVA SCOTIA..................................................... A-18
       3.1   Organization, Standing and Power......................... A-18
       3.2   Articles of Incorporation and Bylaws..................... A-18
       3.3   Share Capital............................................ A-18
       3.4   Subsidiaries............................................. A-19
       3.5   Ownership of Securities.................................. A-19
       3.6   No Conflict; Required Filings and Consents............... A-19
       3.7   Authority; Binding Nature of Agreement................... A-20


                                      A-2




                                                                     
   3.8   SEC Filings; Financial Statements................................ A-20
   3.9   No Undisclosed Liabilities....................................... A-20
   3.10  Valid Issuance................................................... A-21
   3.11  Listing.......................................................... A-21
   3.12  Legal Proceedings; Orders........................................ A-21
   3.13  Absence of Certain Changes and Events............................ A-21
   3.14  Environmental Matters............................................ A-21
   3.15  Compliance; Permits.............................................. A-21
   3.16  Taxes............................................................ A-22
   3.17  Contracts........................................................ A-23
   3.18  Vote Required.................................................... A-23
   3.19  Brokers.......................................................... A-23
   3.20  Intellectual Property............................................ A-23
   3.21  Opinion of Financial Advisor..................................... A-23
   3.22  Board Approval................................................... A-24

ARTICLE 4  CONDUCT PRIOR TO THE EFFECTIVE TIME............................ A-24
   4.1   Access and Investigation......................................... A-24
   4.2   Operation of Glyko's Business.................................... A-24

ARTICLE 5  GLYKO SHAREHOLDER APPROVAL AND BIOMARIN STOCKHOLDER
  APPROVAL................................................................ A-25
   5.1   Joint Proxy Circular; Board Recommendations; Other Filings....... A-25
   5.2   Meeting of Glyko Shareholders.................................... A-26
   5.3   Meeting of BioMarin Stockholders................................. A-28

ARTICLE 6  ADDITIONAL AGREEMENTS.......................................... A-28
   6.1   Confidentiality; Access to Information........................... A-28
   6.2   No Solicitation.................................................. A-28
   6.3   Public Disclosure................................................ A-29
   6.4   Reasonable Efforts............................................... A-29
   6.5   Notification..................................................... A-29
   6.6   Third Party Consents............................................. A-30
   6.7   Nasdaq and SWX Swiss Exchange Listing............................ A-30
   6.8   Glyko Affiliate Agreement........................................ A-30
   6.9   Listing of Glyko Common Shares................................... A-31
   6.10  Indemnification of Directors and Officers........................ A-31
   6.11  Stock Options.................................................... A-31
   6.12  Treatment as a Reorganization for U.S. Tax Purposes.............. A-32

ARTICLE 7  CONDITIONS TO THE ARRANGEMENT.................................. A-32
   7.1   Conditions to Obligations of Each Party to Effect the Arrangement A-32
   7.2   Additional Conditions to Obligations of Glyko.................... A-33
   7.3   Additional Conditions to the Obligations of BioMarin............. A-34

ARTICLE 8  TERMINATION, AMENDMENT AND WAIVER.............................. A-35
   8.1   Termination...................................................... A-35
   8.2   Notice of Termination; Effect of Termination..................... A-36
   8.3   Fees and Expenses................................................ A-36
   8.4   Amendment........................................................ A-37
   8.5   Extension; Waiver................................................ A-37

ARTICLE 9  GENERAL PROVISIONS............................................. A-37
   9.1   Non-Survival of Representations and Warranties................... A-37
   9.2   Notices.......................................................... A-37
   9.3   Interpretation................................................... A-39


                                      A-3




                                                          
              9.4   Counterparts............................... A-39
              9.5   Entire Agreement; Third Party Beneficiaries A-39
              9.6   Severability............................... A-39
              9.7   Governing Law.............................. A-39
              9.8   Rules of Construction...................... A-39
              9.9   Assignment................................. A-40
              9.10  WAIVER OF JURY TRIAL....................... A-40
              9.11  Currency................................... A-40
              9.12  Glyko Disclosure Letter.................... A-40
              9.13  BioMarin Disclosure Letter................. A-40
              9.14  Attorneys' Fees............................ A-40

           ARTICLE 10  ADDITIONAL DEFINITIONS.................. A-40
              10.1  Additional Definitions..................... A-40


                                      A-4



                ACQUISITION AGREEMENT FOR A PLAN OF ARRANGEMENT

   This ACQUISITION AGREEMENT FOR A PLAN OF ARRANGEMENT (this "Agreement") is
made and entered into as of February 6, 2002, among BIOMARIN PHARMACEUTICAL
INC. ("BioMarin"), a corporation existing under the laws of Delaware, BIOMARIN
ACQUISITION (NOVA SCOTIA) COMPANY, an unlimited liability company existing
under the Companies Act (Nova Scotia) and a wholly owned Subsidiary of BioMarin
("BioMarin Nova Scotia") and GLYKO BIOMEDICAL LTD., a corporation existing
under the laws of Canada ("Glyko").

                                   RECITALS

   A.  Upon the terms and subject to the conditions of this Agreement and in
accordance with the Canada Business Corporations Act (the "CBCA") and the
Company Act (British Columbia) (the "BC Act"), BioMarin, BioMarin Nova Scotia
and Glyko intend to enter into a business combination transaction by way of the
Arrangement whereby:

   (i) Glyko shall be continued (the "Continuance") under the laws of British
       Columbia; and

  (ii) each outstanding Glyko Common Share that is not held by a holder who has
       exercised its Dissenters' Rights and is ultimately entitled to be paid
       the fair value of its Glyko Common Shares shall be exchanged for 0.3309
       shares of BioMarin Common Stock.

   B.  The Board of Directors of Glyko has (i) received an opinion from TD
Securities Inc. (the "Financial Advisor") dated the date hereof that the
consideration to be received by Glyko shareholders under the Arrangement is
fair to the shareholders of Glyko from a financial point of view; (ii)
determined that the Arrangement is fair to Glyko shareholders and in the best
interests of Glyko; (iii) unanimously approved this Agreement, the Arrangement
and the other transactions contemplated by this Agreement; and (iv) determined
to recommend that the shareholders of Glyko approve the Arrangement.

   C.  The Board of Directors of each of BioMarin and BioMarin Nova Scotia have
unanimously approved this Agreement, the Arrangement and the other transactions
contemplated by this Agreement and the Board of Directors of BioMarin has
determined to recommend that holders of BioMarin Common Stock vote in favour of
the Arrangement including, without limitation, the issuance of BioMarin Common
Stock in connection with the Arrangement.

   D.  Concurrently with the execution of this Agreement, and as a condition
and inducement to BioMarin's willingness to enter into this Agreement, certain
shareholders of Glyko are entering into shareholder support agreements (the
"Glyko Shareholder Support Agreements").

   E.  As a condition and inducement to BioMarin's willingness to enter into
this Agreement, certain affiliates of Glyko will enter into Glyko affiliate
agreements (the "Glyko Affiliate Agreements").

   F.  The parties intend, by executing this Agreement, to adopt a plan of
reorganization within the meaning of Section 368 of the United States Internal
Revenue Code of 1986, as amended (the "United States Code").

   G.  Capitalized terms used herein, if not otherwise defined, shall have the
meanings given to them in Article 10 below.

   NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

                                      A-5



                                   ARTICLE 1

                            THE PLAN OF ARRANGEMENT

   1.1  Implementation Steps by Glyko.  Glyko covenants in favor of BioMarin
and BioMarin Nova Scotia that Glyko shall:

     (a)  as soon as reasonably practicable, apply in a manner acceptable to
          BioMarin under Section 192 of the CBCA for the Interim Order, and
          thereafter proceed with and diligently pursue the obtaining of the
          Interim Order;

     (b)  convene and hold the Glyko Shareholders Meeting for the purpose of
          considering the Continuance Resolution and the Arrangement Resolution
          (and for any other proper purpose as may be set out in the notice for
          such meeting);

     (c)  subject to obtaining such shareholder approval as is required by the
          CBCA and the Interim Order, diligently pursue the application to the
          Court for the Final Order;

     (d)  subject to obtaining the Final Order and the satisfaction or waiver
          of the other conditions herein contained in favor of Glyko, file with
          the Director Articles of Arrangement and such other documents as may
          be required in connection therewith under the CBCA to give effect to
          the Arrangement; and

     (e)  subject to obtaining such shareholder approval as is required by the
          CBCA, file with the Registrar Articles of Continuance and such other
          documents as may be required under the BC Act and the CBCA to give
          effect to the Continuance.

   1.2  Implementation Steps by BioMarin and BioMarin Nova Scotia.  BioMarin
and BioMarin Nova Scotia, as appropriate, jointly and severally covenant in
favor of Glyko that BioMarin shall convene and hold the BioMarin Stockholders
Meeting for the purpose of considering the approval of the Arrangement
including, without limitation, the issuance of BioMarin Common Stock in
connection with the Arrangement.

   1.3  Interim Order.  The notice of motion for the application referred to in
Section 1.1(a) shall request that the Interim Order provide:

     (a)  for the class or classes of Persons to whom notice is to be provided
          in respect of the Arrangement and the Glyko Shareholders Meeting and
          for the manner in which such notice is to be provided;

     (b)  that the requisite shareholder approval for the Arrangement
          Resolution shall be 66 2/3 percent of the votes cast on the
          Arrangement Resolution by holders of Glyko Common Shares present in
          Person or by proxy at the Glyko Shareholders Meeting;

     (c)  that, in all other respects, the terms, restrictions and conditions
          of the bylaws and articles of Glyko, including quorum requirements
          and all other matters, shall apply in respect of the Glyko
          Shareholders Meeting; and

     (d)  for the grant of the Dissenters' Rights.

   1.4  Effect of the Arrangement.  At the Effective Time, the effect of the
Arrangement shall be as provided in this Agreement and the Plan of Arrangement
and the applicable provisions of the CBCA.

                                      A-6



   1.5  Effect on Capital Stock.  Subject to the terms and conditions of this
Agreement and the Plan of Arrangement, by virtue of the Arrangement, the
following events or transactions shall occur:

      (a) Exchange of Glyko Common Shares.  Each Glyko Common Share issued and
          outstanding immediately prior to the Implementation Time, other than
          any Dissenting Shares (as defined in and to the extent provided in
          Section 1.6(a)), will be automatically exchanged (subject to
          Section 1.5(d)) such that the Glyko Common Shares will be transferred
          to BioMarin Nova Scotia in exchange for the delivery by BioMarin Nova
          Scotia of that portion of a share of BioMarin Common Stock equal to
          the Exchange Ratio. In no event will BioMarin Nova Scotia be required
          to transfer to holders of Glyko Common Shares more than 11,367,617
          shares of BioMarin Common Stock in connection with the rights of
          exchange provided for pursuant to this Agreement. If any Glyko Common
          Shares outstanding immediately prior to the Implementation Time are
          unvested or are subject to a repurchase option, risk of forfeiture or
          other condition under any applicable restricted shares purchase
          agreement or other agreement with Glyko, then the BioMarin Common
          Stock delivered to holders of Glyko Common Shares in exchange for
          such Glyko Common Shares will also be unvested and subject to the
          same repurchase option, risk of forfeiture or other condition, and
          the certificates representing such BioMarin Common Stock may
          accordingly be marked with appropriate legends. Glyko shall take all
          action that may be necessary to ensure that, from and after the
          Implementation Time, BioMarin Nova Scotia is entitled to exercise any
          such repurchase option or other right set forth in any such
          restricted shares purchase agreement or other agreement.

      (b) Stock Options.  Each Option to purchase Glyko Common Shares then
          outstanding under the Stock Option Plan shall be replaced by an
          Option to purchase BioMarin Common Stock in accordance with Section
          6.11 hereof.

      (c) Adjustments to Exchange Ratio.  The Exchange Ratio shall be adjusted
          to reflect appropriately the effect of any stock split, reverse stock
          split, stock dividend (including any dividend or distribution of
          securities convertible into BioMarin Common Stock or Glyko Common
          Shares), extraordinary cash dividends, reorganization,
          recapitalization, reclassification, combination, exchange of shares
          or other like change with respect to BioMarin Common Stock or Glyko
          Common Shares occurring on or after the date hereof and prior to the
          Effective Time.

      (d) Fractional Shares.  No fraction of a share of BioMarin Common Stock
          will be issued by virtue of the Arrangement, but in lieu thereof each
          holder of Glyko Common Shares who would otherwise be entitled to a
          fraction of a share of BioMarin Common Stock (after aggregating all
          fractional shares of BioMarin Common Stock that otherwise would be
          received by such holder) shall, upon surrender of such holder's
          Certificates(s) receive from BioMarin Nova Scotia an amount of cash
          (rounded to the nearest whole cent), without interest, equal to the
          product of (i) such fraction, and (ii) the average closing price of
          one share of BioMarin Common Stock for the twenty (20) most recent
          days that BioMarin Common Stock has traded ending on the second
          trading day immediately prior to the Effective Date, as reported on
          the Nasdaq National Market ("Nasdaq").

   1.6  Dissenting Shares.

      (a) Notwithstanding any provision of this Agreement to the contrary, the
          shares of any holder of Glyko Common Shares who has demanded and
          perfected appraisal and dissent rights ("Dissenters' Rights") in
          respect of such Glyko Common Shares in accordance with the Interim
          Order and the CBCA and who, as of the Effective Time, has not
          effectively withdrawn or lost such appraisal and dissent rights
          ("Dissenting Shares"), shall not be converted into or represent a
          right to receive BioMarin Common Stock pursuant to Section 1.5, but
          the holder thereof shall only be entitled to such rights as are
          granted by the Interim Order or the CBCA, as the case may be.

                                      A-7



      (b) Notwithstanding the provisions of subsection (a), if any holder of
          Glyko Common Shares who demands appraisal of such shares under the
          CBCA shall effectively withdraw (or otherwise by law not be entitled
          to) the right to appraisal, then, as of the later of the Effective
          Time and the occurrence of such event, such holder's shares shall
          automatically be exchanged for and represent only the right to
          receive BioMarin Common Stock, without interest thereon, upon
          surrender of the certificate representing such shares.

      (c) Glyko shall give BioMarin (i) prompt notice of any written demands
          for appraisal of any Glyko Common Shares, withdrawals of such
          demands, and any other instruments served pursuant to the Interim
          Order and the CBCA and received by Glyko which relate to any such
          demand for appraisal and (ii) the opportunity to participate in all
          substantial negotiations and proceedings which take place prior to
          the Effective Time with respect to demands for appraisal and dissent
          under the CBCA. Glyko shall not, except with the prior written
          consent of BioMarin (not to be unreasonably withheld or delayed),
          voluntarily make any payment with respect to any demands for
          appraisal of Glyko Common Shares or offer to settle or settle any
          such demands.

      (d) Any payments made to holders of Glyko Common Shares pursuant to
          Section 1.6(a) shall be made solely from the assets of Glyko.

   1.7  Surrender of Certificates.

      (a) Depositary.  BioMarin shall select a bank or trust company reasonably
          acceptable to Glyko to act as the depositary (the "Depositary").

      (b) BioMarin to Provide BioMarin Common Stock.  Promptly after the
          Effective Time, BioMarin shall cause BioMarin Nova Scotia to make
          available to the Depositary, for exchange in accordance with this
          Article I, the BioMarin Common Stock issuable pursuant to Section 1.5
          in exchange for outstanding Glyko Common Shares, and cash in an
          amount sufficient for payment in lieu of fractional shares pursuant
          to Section 1.5(d).

      (c) Exchange Procedures.  Promptly after the Effective Time, each holder
          of record (as of the Effective Time) of a certificate or certificates
          (the "Certificates"), which immediately prior to the Effective Time
          represented outstanding Glyko Common Shares, shall be required to
          send to the Depositary (i) a duly completed and validly executed
          letter of transmittal in customary form (which shall specify that
          delivery shall be effected, and risk of loss and title to the
          Certificates shall pass, only upon delivery of the Certificates to
          the Depositary and shall contain such other provisions as BioMarin
          may reasonably specify) and (ii) instructions for use in effecting
          the surrender of the Certificates in exchange for certificates
          representing BioMarin Common Stock, and cash in lieu of any
          fractional shares pursuant to Section 1.5(d). Upon surrender of
          Certificates for cancellation to the Depositary or to such other
          agent or agents as may be appointed by BioMarin, together with such
          letter of transmittal, duly completed and validly executed in
          accordance with the instructions thereto, the holders of such
          Certificates shall be entitled to receive in exchange therefor
          certificates representing the number of whole shares of BioMarin
          Common Stock into which their Glyko Common Shares were exchanged at
          the Effective Time, together with payment in lieu of fractional
          shares which such holders have the right to receive pursuant to
          Section 1.5(d), and the Certificates so surrendered shall forthwith
          be cancelled. Until so surrendered, outstanding Certificates will be
          deemed from and after the Effective Time, for all corporate purposes,
          subject to Section 1.5(d), to evidence only the right to receive upon
          such surrender a certificate evidencing the number of whole shares of
          BioMarin Common Stock into which such Glyko Common Shares are
          entitled to be exchanged and the right to receive an amount in cash
          in lieu of the issuance of any fractional shares in accordance with
          Section 1.5(d).

                                      A-8



      (d) Required Withholding.  Each of the Depositary, BioMarin Nova Scotia
          and Glyko shall be entitled to deduct and withhold from any
          consideration payable or otherwise deliverable pursuant to this
          Agreement to any holder or former holder of Glyko Common Shares such
          amounts as may be required by law (as advised by outside tax counsel
          for BioMarin) to be deducted or withheld therefrom under the United
          States Code, the Income Tax Act (Canada) or under any provision of
          United States or Canadian federal, state, provincial, regional, local
          or foreign tax law or under any other applicable legal requirement.
          To the extent such amounts are so deducted or withheld and remitted
          to the appropriate taxing authority in accordance with applicable
          law, such amounts shall be treated for all purposes under this
          Agreement as having been paid to the Person to whom such amounts
          would otherwise have been paid, provided that such person shall be
          provided with a receipt evidencing remittance of such withheld amount
          to the appropriate taxing authority.

      (e) No Liability.  Notwithstanding anything to the contrary in this
          Section 1.7, none of the Depositary, BioMarin, BioMarin Nova Scotia,
          Glyko or any party hereto shall be liable to a holder of shares of
          BioMarin Common Stock or Glyko Common Shares for any amount properly
          paid to a public official pursuant to any applicable abandoned
          property, escheat or similar law.

   1.8  No Further Ownership Rights in Glyko Common Shares.  All shares of
BioMarin Common Stock issued in accordance with the terms hereof (including any
cash paid in respect thereof pursuant to Section 1.5(d)) shall be deemed to
have been issued in full satisfaction of all rights pertaining to such Glyko
Common Shares, and, following the Effective Time, there shall be no further
registration of transfers on the records of Glyko of Glyko Common Shares which
were outstanding immediately prior to the Effective Time. If, after the
Effective Time, Certificates are presented to Glyko for any reason, they shall
be cancelled and exchanged as provided in this Article 1.

   1.9  Lost, Stolen or Destroyed Certificates.  In the event that any
Certificates shall have been lost, stolen or destroyed, the Depositary shall
issue in exchange for such lost, stolen or destroyed Certificates, upon the
making of an affidavit of that fact by the holder thereof, certificates
representing the BioMarin Common Stock into which the Glyko Common Shares
represented by such Certificates were exchanged pursuant to Section 1.5, and
cash for fractional shares, if any, as may be required pursuant to Section
1.5(d); provided, however, that Glyko and BioMarin may, in their discretion and
as a condition precedent to the issuance of such certificates representing
BioMarin Common Stock and cash, require the owner of such lost, stolen or
destroyed Certificates to deliver a bond in such sum as either of them may
reasonably direct as indemnity against any claim that may be made against
BioMarin or Glyko or the Depositary with respect to the Certificates alleged to
have been lost, stolen or destroyed.

   1.10  Tax Consequences.  It is intended by the parties hereto that the
Arrangement shall constitute a reorganization within the meaning of Section 368
of the United States Code. The parties hereto adopt this Agreement as a "plan
of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of
the United States Treasury Regulations.

   1.11  Closing.  The closing of the Arrangement (the "Closing") (other than
obtaining the Final Order and the filing with the Director of the Articles of
Arrangement) shall take place at the offices of Cassels Brock & Blackwell LLP,
at a time and date to be specified by the parties, which shall be no later than
the second business day after the satisfaction or waiver of the conditions set
forth in Article 7, or at such other time, date and location as the parties
hereto agree in writing (the "Closing Date").

                                      A-9



                                   ARTICLE 2

                    REPRESENTATIONS AND WARRANTIES OF GLYKO

   As of the date hereof, Glyko represents and warrants to BioMarin and
BioMarin Nova Scotia as follows, subject to such exceptions as are specifically
disclosed in the disclosure letter prepared by Glyko and delivered to BioMarin,
which disclosure letter shall provide an exception to or otherwise qualify the
representations or warranties of Glyko specifically referred to in such
disclosure letter (the "Glyko Disclosure Letter"), and acknowledges that
BioMarin and BioMarin Nova Scotia are relying upon such representations and
warranties in connection with the matters contemplated by this Agreement:

   2.1  Organization, Standing and Power; Subsidiaries.

      (a) Glyko does not have any Subsidiaries and Glyko does not own capital
          stock of, or any equity interest of any nature in, any other Entity
          other than BioMarin. Glyko is a corporation validly existing under
          the laws of the jurisdiction of its incorporation and has all
          necessary corporate power and authority: (i) to conduct its business
          in the manner in which its business is currently being conducted;
          (ii) to own and use its assets in the manner in which its assets are
          currently owned and used; and (iii) to perform its obligations under
          all Contracts by which it is bound.

      (b) Glyko has not agreed to, is not obligated to make and is not bound by
          any Contract under which it may become obligated to make, any future
          investment in or capital contribution to any other Entity. Glyko is
          not a general partner of, and is not otherwise liable for any of the
          debts or other obligations of, any general partnership, limited
          partnership or other Entity. Glyko does not directly or indirectly
          own any equity or similar interest in or any interest convertible,
          exchangeable or exercisable for, any equity or similar interest in,
          any Entity.

      (c) Glyko is in possession of all Approvals necessary to own, lease and
          operate the properties it purports to own, operate or lease and to
          carry on its business as it is now being conducted, except where the
          failure to have such Approvals would not, individually or in the
          aggregate, have a Material Adverse Effect on Glyko.

      (d) Glyko's sole undertaking is the holding of shares of BioMarin Common
          Stock. Glyko is qualified to do business as a foreign corporation and
          is in good standing in the State California.

      (e) Glyko: (i) is not subject to tax or filing requirements under the
          United States Code or any state tax legislation of the United States
          of America except in the State of California; (ii) is not required to
          make any filings under the United States Code or any state tax
          legislation, except in the State of California; (iii) does not have
          any employees in the United States of America; and (iv) does not
          otherwise carry on business in a manner which would make it subject
          to any requirements of United States laws except in the State of
          California insofar as any labor matters, ERISA matters or matters
          relating to the United States Code or state tax legislation are
          concerned.

   2.2  Articles of Incorporation and Bylaws.  Glyko has previously furnished
to BioMarin a complete and correct copy of its Articles of Incorporation and
Bylaws as amended to date (together, the "Glyko Charter Documents"). Such Glyko
Charter Documents are in full force and effect. Glyko is not in violation of
any of the provisions of the Glyko Charter Documents.

   2.3  Share Capital.

      (a) The authorized capital of Glyko consists of an unlimited number of
          Glyko Common Shares. At the close of business on February 5, 2002 (i)
          34,352,823 Glyko Common Shares were issued and outstanding, all of
          which are validly issued, fully paid and non-assessable and (ii)
          81,397 Glyko

                                     A-10



          Common Shares were reserved for issuance upon the exercise of
          outstanding options to purchase Glyko Common Shares under the Stock
          Option Plan. Except as disclosed in the Glyko Disclosure Letter,
          there is no Glyko Contract relating to any Glyko Stock Option or to
          the voting of, or restricting any Person from purchasing, selling,
          pledging or otherwise disposing of (or granting any Option or similar
          right with respect to), or granting any Options or other rights to
          acquire, any Glyko Common Shares. Glyko has made available to
          BioMarin an accurate and complete copy of the Stock Option Plan. All
          outstanding Glyko Stock Options have been issued and granted in
          compliance with all applicable securities laws and other applicable
          Legal Requirements.

      (b) Except as disclosed in the Glyko Disclosure Letter or as described in
          the immediately preceding paragraph, there are no options, warrants,
          conversion privileges or other rights, agreements, arrangements or
          commitments (pre-emptive, contingent or otherwise) obligating Glyko
          to issue or sell Glyko Common Shares or other securities or
          securities or obligations of any kind convertible into or
          exchangeable for directly or indirectly any Glyko Common Shares or
          other securities, nor is there outstanding any stock appreciation
          rights, phantom equity or similar rights, agreements, arrangements or
          commitments based upon the book value, income or any other attribute
          of Glyko. There are no outstanding bonds, debentures or other
          evidences of indebtedness of Glyko having the right to vote (or that
          are convertible for or exercisable into securities having the right
          to vote) with the holders of the Glyko Common Shares on any matter.
          There are no outstanding contractual obligations of Glyko to
          repurchase, redeem or otherwise acquire any of its outstanding
          securities. No holder of securities issued by Glyko has any right to
          compel Glyko to register or otherwise qualify such securities for
          public sale in Canada or the United States.

      (c) Glyko owns free and clear of all Encumbrances (except for any
          restrictions on resale under applicable securities laws) 11,367,617
          shares of BioMarin Common Stock with good and marketable title
          thereto. There are no subscriptions, options, calls, warrants,
          similar ownership interests, rights, commitments or agreements of any
          character (whether or not currently exercisable) to which Glyko is a
          party or by which it is bound obligating Glyko to deliver or sell, or
          cause to be delivered or sold, any shares of BioMarin Common Stock or
          obligating Glyko to grant, extend, or enter into any such
          subscription, options, warrant, call, right, commitment or agreement
          and to Glyko's Knowledge there is no condition or circumstance that
          may give rise to or provide a basis for the assertion of a claim by
          any Person to the effect that such Person is entitled to acquire or
          receive any shares of BioMarin Common Stock held by Glyko. There is
          no voting trust, proxy, or other agreement or understanding to which
          Glyko is a party or by which it is bound with respect to any share of
          BioMarin Common Stock.

      (d) Glyko has received a report dated January 21, 2002 from Independent
          Investor Communications Corporation (a copy of which has been
          provided to BioMarin ) disclosing that Persons who are resident in
          the Province of Ontario do not beneficially own more than two (2)
          percent of the outstanding Glyko Common Shares. To Glyko's Knowledge,
          there are no Persons who are resident in the Province of Ontario who
          beneficially own Glyko Common Shares which are held by registered
          holders or nominees who are not resident in the Province of Ontario.

   2.4  Authority; Binding Nature of Agreement.  Glyko has the requisite
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and, subject to obtaining the Required Glyko
Shareholder Vote and the approval of the Court to the Arrangement, to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by Glyko and the consummation by Glyko of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of Glyko and no other corporate proceedings on the
part of Glyko are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby (other than all proceedings related to the
approval and adoption of this Agreement and the Continuance and the Arrangement
by the Required Glyko Shareholder Vote and Court approval of the Arrangement).
This Agreement has been duly

                                     A-11



and validly executed and delivered by Glyko and, assuming the due
authorization, execution and delivery by BioMarin and BioMarin Nova Scotia,
constitutes a legal and binding obligation of Glyko, enforceable against Glyko
in accordance with its terms subject to (i) laws of general application
relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of
law governing specific performance, injunctive relief and other equitable
remedies.

   2.5  No Conflict; Required Filings and Consents.

      (a) Neither (1) the execution, delivery or performance of this Agreement
          or any of the other agreements referred to in this Agreement to which
          Glyko will be a party, nor (2) the consummation of the Arrangement or
          any of the other transactions contemplated by this Agreement, will
          (with or without notice or lapse of time):

           (i)  contravene, conflict with or result in a violation of (A) any
                of the provisions of the Glyko Charter Documents, or (B) any
                resolution adopted by the shareholders, the Board of Directors
                or any committee of the Board of Directors of Glyko;

           (ii) contravene, conflict with or result in a violation of any
                applicable Legal Requirement or any order, writ, injunction,
                judgment or decree to which Glyko, or any of the assets owned
                or used by Glyko is subject;

          (iii) other than as contemplated under this Agreement or the
                Arrangement (including, without limitation, the exercise of
                Dissenters' Rights), contravene, conflict with or result in a
                violation or breach of, or result in a default under, any
                provision of any Glyko Contract, or give any Person the right
                to (A) declare a default or exercise any remedy under any such
                Glyko Contract, (B) accelerate the maturity or performance of
                any such Glyko Contract, or (C) cancel, terminate or modify any
                term of such Glyko Contract;

           (iv) result in the imposition or creation of any Encumbrance upon or
                with respect to any asset owned or used by Glyko;

           (v)  give rise to any right of termination or acceleration of
                indebtedness, or cause any third party indebtedness to become
                due before its stated maturity or cause any available credit to
                cease to be available; or

           (vi) result in any payment (including severance, unemployment
                compensation, golden parachute, bonus or otherwise) becoming
                due to any director or employee of Glyko other than as a
                shareholder of Glyko or holder of Glyko Stock Options under the
                terms of the Arrangement.

      (b) The execution and delivery of this Agreement by Glyko does not, and
          the performance of this Agreement by Glyko shall not, require any
          Consent or any filing with or notification to, any court or
          Governmental Body except: (i) approval by the Court of the Plan of
          Arrangement; (ii) the Appropriate Regulatory Approvals; and
          (iii) such other filings, registrations, permits, authorizations,
          consents or approvals that if not obtained, made or given, could not,
          individually or in the aggregate, reasonably be expected to have a
          Material Adverse Effect on Glyko, or prevent consummation of the
          transactions or otherwise prevent Glyko from performing its
          obligations under this Agreement.

      (c) Glyko (i) does not hold $15 million or more of assets, excluding the
          shares of BioMarin Common Stock held by Glyko and other investment
          assets, located in the United States and (ii) did not make sales in
          or into the United States of $25 million or more in its last
          completed fiscal year.

                                     A-12



   2.6  Compliance; Permits.

      (a) Except as could not reasonably be expected to have a Material Adverse
          Effect on Glyko, Glyko is not in conflict with, or in default or
          violation of, (i) any Legal Requirement or Government or Governmental
          Authorization applicable to Glyko or by which its properties are
          bound or affected, or (ii) any Contract, Governmental Authorization
          or other instrument or obligation to which Glyko is a party or by
          which Glyko or its properties are bound or affected. To Glyko's
          Knowledge, no investigation or review by any Governmental Body is
          pending or, threatened against Glyko, nor has any Governmental Body
          indicated to Glyko an intention to conduct the same. Since June 30,
          2000, Glyko has not received any notice or other communication from
          any Governmental Body or other Person regarding any actual or
          possible violation of, or failure to comply with, any Legal
          Requirement except as could not reasonably be expected to have a
          Material Adverse Effect on Glyko.

      (b) Glyko holds all Governmental Authorizations necessary to enable Glyko
          to conduct its businesses in the manner in which such business is
          currently being conducted, except where the failure to hold such
          Governmental Authorizations has not had and would not reasonably be
          expected to have a Material Adverse Effect on Glyko. All such
          Governmental Authorizations are valid and in full force and effect.
          Glyko is, and since June 30, 2000 has been, in substantial compliance
          with the terms and requirements of such Governmental Authorizations,
          except where the failure to be in compliance with the terms and
          requirements of such Governmental Authorizations has not had and
          could not reasonably be expected to have a Material Adverse Effect on
          Glyko. Since June 30, 2000, Glyko has not received any notice or
          other communication from any Governmental Body regarding (i) any
          actual or possible violation of or failure to comply with any term or
          requirement of any material Governmental Authorization, or (ii) any
          actual or possible revocation, withdrawal, suspension, cancellation,
          termination or modification of any material Governmental
          Authorization.

   2.7  Canadian Securities Filings; Financial Statements.

      (a) Glyko has made available to BioMarin (including through the SEDAR
          System of the Canadian securities administrators) an accurate and
          complete copy of each Glyko Regulatory Report filed by Glyko since
          December 31, 1998, which include all the Glyko Regulatory Reports
          required to be filed by Glyko since June 30, 2000 and, prior to the
          Effective Time, Glyko will have made available to BioMarin (including
          through the SEDAR System of the Canadian securities administrators)
          with accurate and complete copies of any additional Glyko Regulatory
          Reports filed hereafter by Glyko prior to the Effective Time. Since
          September 30, 2001, Glyko has not filed any confidential material
          change report under any Canadian Securities Legislation or with any
          stock exchange or other self-regulatory authority which at the date
          hereof remains confidential. The Glyko Regulatory Reports filed since
          June 30, 2000 (including the financial statements contained therein)
          (i) were prepared in accordance with the then existing requirements
          of Canadian Securities Legislation, the TSE and the CBCA, as the case
          may be; and (ii) did not at the time they were filed (and if amended
          or superseded by a filing prior to the date of this Agreement then on
          the date of such filing) contain any untrue statement of a material
          fact or omit to state a material fact required to be stated therein
          or necessary in order to make the statements therein, in light of the
          circumstances under which they were made, not misleading.

      (b) Each set of financial statements (including, in each case, any
          related notes thereto) contained in Glyko Regulatory Reports and
          Glyko's audited financial statements as at and for the year ended
          December 31, 2000 and Glyko's unaudited financial statements as at
          and for the period ended September 30, 2001 (the "Glyko Interim
          Financial Statements") comply as to form in all material respects
          with the published rules and regulations of the OSC applicable
          thereto and were

                                     A-13



          prepared in accordance with Canadian GAAP applied on a consistent
          basis throughout the periods involved (subject, in the case of
          unaudited interim financial statements, to the absence of note
          disclosure and year-end adjustments) and each fairly presents the
          financial position of Glyko at the dates thereof and the results of
          its operations and cash flows for the periods indicated.

      (c) Glyko is a "reporting issuer" or its equivalent for the purposes of
          Canadian Securities Legislation in Ontario, British Columbia,
          Alberta, Manitoba, Saskatchewan, Nova Scotia and New Brunswick and is
          not in violation of any requirement under Canadian Securities
          Legislation.

   2.8  No Undisclosed Liabilities.  Glyko does not have any liabilities
(absolute, accrued, contingent or otherwise) of a nature required to be
disclosed on a balance sheet or in the related notes to the financial
statements prepared in accordance with Canadian GAAP except: (a) liabilities
provided for in the Glyko Interim Financial Statements; (b) normal and
recurring current liabilities incurred since the date of the Glyko Interim
Financial Statements in the ordinary course of business and consistent with
past practices; (c) liabilities incurred in connection with the Arrangement; or
(d) as could not reasonably be expected to have a Material Adverse Effect on
Glyko.

   2.9  Absence of Certain Changes or Events.  Since December 31, 2000:

      (a) there has not been any Material Adverse Effect relating to Glyko;

      (b) Glyko has not (i) declared, accrued, set aside or paid any dividend
          or made any other distribution in respect of any shares of capital
          stock or (ii) repurchased, redeemed or otherwise reacquired any
          shares of capital stock or other securities;

      (c) Glyko has not sold, issued or granted, or authorized the issuance of:
          (i) any capital stock or other security (except for Glyko Common
          Shares issued upon the valid exercise of outstanding Glyko Stock
          Options in accordance with the terms of the Stock Option Plan); (ii)
          any Option, warrant or right to acquire any capital stock or any
          other security except for Glyko Stock Options; or (iii) any
          instrument convertible into or exchangeable for any capital stock or
          other security;

      (d) there has been no amendment to the Glyko Charter Documents, and Glyko
          has not effected or been a party to any merger, consolidation,
          amalgamation, share exchange, business combination, recapitalization,
          reclassification of shares, stock split, division or subdivision of
          shares, reverse stock split, consolidation of shares or similar
          transaction;

      (e) Glyko has not received any Acquisition Proposal other than the
          Acquisition Proposal set forth herein; and

      (f) Glyko has conducted its business only in the ordinary course of
          business consistent with past practice (except in connection with the
          transactions contemplated by this Agreement).

   2.10  Legal Proceedings; Orders.

      (a) There is no pending Legal Proceeding, and to Glyko's Knowledge no
          Person has threatened to commence any Legal Proceeding (i) that
          involves Glyko or any of the assets owned or used by Glyko, except as
          disclosed in the Glyko Disclosure Letter or (ii) that challenges, or
          that may have the effect of preventing, delaying, making illegal or
          otherwise interfering with, the Arrangement or any of the other
          transactions contemplated by this Agreement. To Glyko's Knowledge, no
          event has occurred, and no claim, dispute or other condition or
          circumstance exists, that could reasonably be expected to, give rise
          to or serve as a basis for the commencement of any such Legal
          Proceeding.

      (b) There is no material order, writ, injunction, judgment or decree to
          which Glyko, or any of the assets owned or used by Glyko, is subject.
          To Glyko's Knowledge, no officer or director of Glyko

                                     A-14



          is subject to any order, writ, injunction, judgment or decree that
          prohibits such officer or director from engaging in or continuing any
          conduct, activity or practice relating to the business of Glyko.

   2.11  Employee Benefit Plans.  Other than the Stock Option Plan, Glyko has
no employee benefit, health, welfare, supplemental employment benefit, bonus,
pension, profit sharing, deferred compensation, stock compensation, stock
purchase, retirement, hospitalization insurance, medical, dental, legal,
disability and similar plans or arrangements or practices applicable to any of
Glyko's current or former employees, officers, directors or consultants.

   2.12  Labor Matters.  There are no material controversies, complaints,
claims, labor disputes or grievances pending or, to Glyko's Knowledge,
threatened, between Glyko and any of its current or former employees, officers,
directors or consultants. Glyko is not a party to any collective bargaining
agreement or other labor union contract or employee association applicable to
Persons employed by Glyko. Glyko is in material compliance with all applicable
Legal Requirements relating to employment, employment practices, terms and
conditions of employment and wages.

   2.13  Restrictions on Business Activities.  There is no agreement,
commitment, judgment, injunction, order or decree binding upon Glyko or to
which Glyko is a party which has or could reasonably be expected to have the
effect of prohibiting or materially impairing any business practice of Glyko,
any acquisition of property by Glyko or the conduct of business by Glyko as
currently conducted.

   2.14  Title to Property.  Glyko owns, and has good and marketable title to,
all assets reflected on the Glyko Interim Financial Statements. All of said
assets are owned by Glyko free and clear of any Encumbrances, except for (a)
any lien for current taxes not yet due and payable and (b) in respect of assets
other than shares of BioMarin Common Stock, minor liens that have arisen in the
ordinary course of business. Glyko is not a party to or otherwise bound by any
lease pursuant to which Glyko leases from others material real or personal
property.

   2.15  Taxes.

      (a) Glyko has timely filed all Returns relating to Taxes required to be
          filed by Glyko with any Governmental Body, and such Returns have been
          completed in accordance with Legal Requirements.

      (b) As of the Effective Time, except as disclosed in the Glyko Disclosure
          Letter, Glyko (i) will have paid within the time required by law, or
          accrued all Taxes it is required by law to pay or accrue and (ii)
          will have withheld from each payment made to its past or present
          employees, officers, directors and independent contractors,
          creditors, shareholders or other third parties all Taxes and other
          material deductions required by law to be withheld and have, within
          the time required by law, paid such withheld amounts to the proper
          Governmental Bodies.

      (c) Except as disclosed in the Glyko Disclosure Letter, Glyko has not
          been delinquent in the payment of any Tax nor is there any Tax
          deficiency outstanding, nor to Glyko's Knowledge, proposed or
          assessed against Glyko, nor has Glyko executed any waiver of any
          statute of limitations on or extensions of the period for the
          assessment or collection of any Tax. There are no matters relating to
          Taxes under discussion between any Governmental Body and Glyko.

      (d) To Glyko's Knowledge, no audit or other examination of any Return of
          Glyko is currently in progress, nor has Glyko been notified of any
          request for such an audit or other examination, nor is any taxing
          authority asserting, or threatening to assert against Glyko any claim
          for Taxes.

      (e) There are no Encumbrances of any sort on the assets of Glyko relating
          to or attributable to Taxes except for liens for Taxes not yet due
          and payable.

                                     A-15



      (f) Glyko is not a party to a tax sharing or allocation agreement and is
          not liable for the Taxes of any other Person, whether as a transferee
          or successor or by contract or otherwise, nor does Glyko owe any
          amount under any such agreement.

      (g) Except as disclosed in the Glyko Disclosure Letter, to Glyko's
          Knowledge, no adjustment relating to any Returns filed by Glyko has
          been proposed in writing, formally or informally, by any Government
          Body to Glyko or any Representative.

      (h) Glyko does not have any liability for any unpaid Taxes which has not
          been accrued for or reserved on the Glyko balance sheet dated
          September 30, 2001 in accordance with Canadian GAAP, whether asserted
          or unasserted, contingent or otherwise, other than any liability for
          unpaid Taxes that may have accrued since September 30, 2001 and that
          are not yet payable.

      (i) Since June 30, 2000, to Glyko's Knowledge, Glyko has not deducted any
          amounts in computing its income in a taxation year which may be
          included in a subsequent taxation year under Section 78 of the Income
          Tax Act (Canada).

      (j) Since June 30, 2000, to Glyko's Knowledge, Glyko has not made any
          material Tax election.

   2.16  Environmental Matters.  All operations of Glyko are being conducted
and, to Glyko's Knowledge have been conducted, in material compliance with all
Environmental Laws. Glyko is not subject to:

      (a) any governmental or regulatory remedial or control action,
          proceeding, application, order or directive which relates to
          environmental, health or safety matters or any investigation or
          evaluation concerning environmental, health or safety matters; or

      (b) (i) any demand or notice with respect to the breach of, or liability
          under, any Environmental Laws and (ii) to Glyko's Knowledge, there
          are no facts or circumstances that could reasonably be expected to
          result in any such action, proceeding, application, order, directive,
          demand, or notice to which it would be subject which in any case
          could reasonably be expected to have a Material Adverse Effect on
          Glyko.

   2.17  Brokers.  Except for TD Securities Inc., no broker, finder or
investment banker is entitled to any brokerage, finder's or other fee or
commission in connection with the Arrangement or any of the other transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
Glyko. Glyko has furnished to BioMarin accurate and complete copies of all
agreements under which any such fees, commissions or other amounts have been
paid or may become payable and all indemnification and other agreements related
to the engagement of TD Securities Inc.

   2.18  Intellectual Property.  Glyko does not own and is not licensed to use
any Intellectual Property. There is no Intellectual Property that is required
to be used by Glyko in carrying on its business as presently conducted.

   2.19  Contracts.

      (a) Other than this Agreement, in connection with the Arrangement, or as
          disclosed in the Glyko Disclosure Letter, there is no Glyko Contract
          that constitutes a Material Contract.

      (b) (i) Glyko has not violated or breached, or committed any default
          under, any Glyko Contract, except for violations, breaches and
          defaults that have not had and would not reasonably be expected to
          have a Material Adverse Effect on Glyko; and, to Glyko's Knowledge,
          no other Person has violated or breached, or committed any default
          under, any Glyko Contract, except for violations, breaches or
          defaults that have not had and would not reasonably be expected to
          have a Material Adverse Effect on Glyko; and (ii) other than in
          respect of the exercise of Dissenters'

                                     A-16



          Rights, to Glyko's Knowledge, no event has occurred, and no
          circumstance or condition exists, that (with or without notice or
          lapse of time) will, or could reasonably be expected to, (A) result
          in a violation or breach of any of the provisions of any Glyko
          Contract, (B) give any Person the right to declare a default or
          exercise any remedy under any Glyko Contract, (C) give any Person the
          right to accelerate the maturity or performance of any Glyko
          Contract, or (D) give any Person the right to cancel, terminate or
          modify any Glyko Contract, except in each such case for defaults,
          acceleration rights, termination rights and other rights that have
          not had and would not reasonably be expected to have a Material
          Adverse Effect on Glyko.

   2.20  Insurance.  Other than directors' and officers' insurance issued by
American Home Assurance Company, Glyko has no material insurance policies or
material self insurance programs and arrangements relating to the business,
assets and operations of Glyko. Such insurance policy is in full force and
effect. Since December 31, 2000, Glyko has not received any written notice
regarding any actual: (a) cancellation or invalidation of any insurance policy;
(b) refusal of any coverage or rejection of any material claim under any
insurance policy; or (c) except as disclosed in the Glyko Disclosure Letter,
material adjustment in the amount of the premiums payable with respect to any
insurance policy.

   2.21  Opinion of Financial Advisor.  The Board of Directors of Glyko has
received the opinion of TD Securities Inc., financial advisor to Glyko, dated
the date of this Agreement, to the effect that, as of such date, the
consideration to be received by shareholders of Glyko under the Arrangement is
fair to the shareholders of Glyko from a financial point of view (the "Glyko
Opinion"). Glyko will furnish an accurate and complete copy of said opinion to
BioMarin for informational purposes only after receipt thereof by Glyko.

   2.22  Board Approval.  The Board of Directors of Glyko (at a meeting duly
called and held) has (a) determined (pursuant to a unanimous vote of all
members of the Board of Directors of Glyko entitled to vote thereon) that the
Arrangement and the other transactions contemplated by this Agreement are fair
to shareholders of Glyko and in the best interests of Glyko and (b) determined
as of the date hereof to recommend that the holders of Glyko Common Shares vote
in favor of the Arrangement.

   2.23  Vote Required.  Subject to the terms of the Interim Order, the
Required Glyko Shareholder Vote is the only vote of the holders of any class or
series of shares of Glyko necessary to approve the Arrangement and the
transactions contemplated thereby.

   2.24  Minute Books.  The minute books of Glyko made available to counsel for
BioMarin are the complete minute books of Glyko and, to Glyko's Knowledge,
contain the accurate text of all resolutions passed by Glyko's Board of
Directors (or committees thereof) and shareholders either at meetings or by
written consent.

   2.25  Indemnification Obligations.  There are no actions, proceedings or
other events pending or, to Glyko's Knowledge, threatened against any officer,
director or agent or former officer, director, employee or agent of Glyko which
would give rise to any indemnification obligation of Glyko to its current or
former officers, directors, employees or agents under the Glyko Charter
Documents or any agreement between Glyko and any of its current or former
officers, directors, employees or agents.

   2.26  Change of Control Payments.  Other than as a result of the
acceleration of vesting of Glyko Stock Options in accordance with their terms,
there are no amounts that may become payable in cash or otherwise (whether
currently or in the future) to current or former consultants, officers,
directors or employees of Glyko as a result of or in connection with the
Arrangement.

   2.27  Interested Party Transactions.  Except in connection with the
transactions contemplated by this Agreement and the Arrangement, no officer or
director of Glyko (nor any ancestor, sibling, descendant or spouse of any of
such Person, or any trust, partnership or corporation in which any such Person
has an economic interest), has, directly or indirectly, a beneficial interest
in any Glyko Contract. Except as disclosed in the Glyko

                                     A-17



Disclosure Letter, there are no receivables of Glyko owing by any past or
present director, officer, employee of, consultant to Glyko (or any ancestor,
sibling, descendant or spouse of any such Persons, or any trust, partnership or
corporation in which any of such Persons has an economic interest), other than
advances in the ordinary and usual course of business for reimbursable business
expenses (as determined in accordance with Glyko's established employee
reimbursement policies and consistent with past practice). None of Glyko's
shareholders has agreed to, or assumed, any obligation or duty to guaranty or
otherwise assume or incur any obligation or liability of Glyko.

                                   ARTICLE 3

                REPRESENTATIONS AND WARRANTIES OF BIOMARIN AND
                             BIOMARIN NOVA SCOTIA

   As of the date hereof, BioMarin and BioMarin Nova Scotia jointly and
severally represent and warrant to Glyko as follows, subject to such exceptions
as are specifically disclosed in the disclosure letter prepared by BioMarin and
delivered to Glyko, which disclosure letter shall provide an exception to or
otherwise qualify the representations or warranties of BioMarin specifically
referred to in such disclosure letter (the "BioMarin Disclosure Letter"), and
acknowledges that Glyko is relying upon such representations and warranties in
connection with the matters contemplated by this Agreement:

   3.1  Organization, Standing and Power.

      (a) Each of BioMarin and BioMarin Nova Scotia is a corporation validly
          existing under the laws of its jurisdiction of incorporation and has
          all necessary corporate power and authority: (i) to conduct its
          business in the manner in which its business is currently being
          conducted; (ii) to own and use its assets in the manner in which its
          assets are currently owned and used; and (iii) to perform its
          obligations under all Contracts by which it is bound.

      (b) Each of BioMarin and BioMarin Nova Scotia is in possession of all
          Approvals necessary to own, lease and operate the properties it
          purports to own, operate or lease and to carry on its business as it
          is now being conducted, except where the failure to have such
          Approvals would not, individually or in the aggregate, have a
          Material Adverse Effect on either BioMarin or BioMarin Nova Scotia.

      (c) Each of BioMarin and BioMarin Nova Scotia is duly qualified to do
          business as a foreign corporation, and is in good standing, under the
          laws of all jurisdictions where the nature of its business requires
          such qualification and where the failure to be so qualified would
          have a Material Adverse Effect on BioMarin.

      (d) BioMarin Nova Scotia was formed on February 6, 2002 solely for the
          purpose of engaging in the transactions contemplated hereby, has
          engaged in no other business activities and has conducted its
          operations only as contemplated hereby.

   3.2  Articles of Incorporation and Bylaws.  BioMarin has previously
furnished to Glyko a complete and correct copy of its Articles of Incorporation
and Bylaws as amended to date (together, the "BioMarin Charter Documents").
Such BioMarin Charter Documents are in full force and effect. BioMarin is not
in violation of any of the provisions of the BioMarin Charter Documents.

   3.3  Share Capital.  The authorized capital of BioMarin consists of (i)
1,000,000 shares of preferred stock, par value $0.001 per share; and (ii)
75,000,000 shares of BioMarin Common Stock. At the close of business on
February 5, 2002 (i) 7,765,076 shares of BioMarin Common Stock were reserved
for issuance upon the exercise of outstanding options to purchase BioMarin
Common Stock under all stock option or other incentive plans; and

                                     A-18



(ii) 52,432,167 shares of BioMarin Common Stock were issued and outstanding,
all of which are validly issued, fully paid and non-assessable and no shares of
preferred stock were issued and outstanding. As of the date of this Agreement,
the number of shares of BioMarin Common Stock which have been reserved for
issuance in connection with options, warrants, conversion privileges or other
rights, agreements, arrangements or other commitments obligating BioMarin to
issue or sell any shares of BioMarin Common Stock or securities or obligations
convertible into or exchangeable for any shares of BioMarin Common Stock is as
set forth in the BioMarin Disclosure Letter.

   3.4  Subsidiaries.  Each Subsidiary of BioMarin is a corporation, limited
liability company or unlimited liability company duly incorporated or
organized, and validly existing under the laws of its jurisdiction of
incorporation or organization and has all necessary corporate, limited
liability company or unlimited liability company, as the case may be, power and
authority: (a) to conduct its business in the manner in which its business is
currently being conducted; (b) to own and use its assets in the manner in which
its assets are currently owned and used; and (c) to perform its obligations
under all Contracts by which it is bound. Each Subsidiary of BioMarin is duly
qualified to do business as a foreign corporation, unlimited liability company
or limited liability company under the laws of all jurisdictions where the
nature of its business requires such qualification and where the failure to be
so qualified would have a Material Adverse Effect on BioMarin.

   3.5  Ownership of Securities.  Other than as disclosed in the BioMarin
Disclosure Letter, BioMarin is the beneficial owner of all of the issued and
outstanding shares or other interests of each of its Subsidiaries with good and
marketable title thereto, free and clear of all Encumbrances (except for any
restrictions on resale under applicable securities laws).

   3.6  No Conflict; Required Filings and Consents.

      (a) Neither (1) the execution and delivery of this Agreement or any of
          the other agreements referred to in this Agreement by BioMarin and
          BioMarin Nova Scotia nor (2) the consummation by BioMarin and
          BioMarin Nova Scotia of the Arrangement or any of the transactions
          contemplated hereby or thereby will (with or without notice or lapse
          of time):

           (i)  contravene, conflict with or result in any breach or violation
                of (A) any provision of the BioMarin Charter Documents or the
                certificate of incorporation or bylaws of BioMarin Nova Scotia
                or (B) any resolution adopted by the shareholders, the Board of
                Directors or any committee of the Board of Directors of
                BioMarin or BioMarin Nova Scotia;

           (ii) contravene, conflict with or result in a violation of any
                applicable Legal Requirement or any order, writ, injunction,
                judgment or decree to which BioMarin or BioMarin Nova Scotia,
                or any of the assets owned or used by BioMarin, is subject,
                except in each case as would not have a Material Adverse Effect
                on BioMarin;

          (iii) contravene, conflict with or result in a violation or breach
                of, or result in a default under, any provision of any Contract
                to which BioMarin or any of its Subsidiaries is a party or by
                which BioMarin or any of its Subsidiaries is otherwise bound,
                or give any Person the right to (A) declare a default or
                exercise any remedy under any such BioMarin Contract,
                (B) accelerate the maturity or performance of any such BioMarin
                Contract, or (C) cancel, terminate or modify any term of such
                BioMarin Contract, in each case which could reasonably be
                expected to have a Material Adverse Effect on BioMarin;

           (iv) result in the imposition or creation of any Encumbrance upon or
                with respect to any asset owned or used by BioMarin; or

           (v)  give rise to any right of termination or acceleration of
                indebtedness, or cause any third party indebtedness to become
                due before its stated maturity or cause any available credit to
                cease to be available;

                                     A-19



      (b) The execution and delivery of this Agreement by BioMarin and BioMarin
          Nova Scotia does not, and the performance of this Agreement by
          BioMarin and BioMarin Nova Scotia shall not, require any Consent or
          any filing with or notification to, any Governmental Body except: (i)
          applicable filings with Nasdaq; (ii) the Appropriate Regulatory
          Approvals; and (iii) such other filings, negotiations, permits,
          authorizations, consents or approvals that if not obtained, made or
          given, could not, individually or in the aggregate, reasonably be
          expected to have a Material Adverse Effect on BioMarin, or prevent
          consummation of the transactions or otherwise prevent BioMarin from
          performing its obligations under this Agreement.

   3.7  Authority; Binding Nature of Agreement.  BioMarin and BioMarin Nova
Scotia have the requisite corporate power and authority to perform their
obligations hereunder and, subject to obtaining the Required BioMarin
Stockholder Vote, to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by each of BioMarin and BioMarin Nova
Scotia and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all necessary action on the part of BioMarin and
BioMarin Nova Scotia and their respective Boards of Directors and no further
corporate proceedings on the part of either of these companies is required to
authorize this Agreement or the transactions contemplated hereby other than the
Required BioMarin Stockholder Vote. This Agreement has been duly and validly
executed and delivered by BioMarin and BioMarin Nova Scotia, and, assuming the
due authorization, execution and delivery by Glyko, constitutes a legal and
binding obligation of BioMarin and BioMarin Nova Scotia, enforceable against
each of them in accordance with its terms, subject to (i) laws of general
application relating to bankruptcy, insolvency and the relief of debtors, and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

   3.8  SEC Filings; Financial Statements.

      (a) BioMarin has filed with the SEC and has delivered or made available
          to Glyko (including through the SEC EDGAR system) accurate and
          complete copies (excluding copies of exhibits not available through
          the SEC EDGAR System) of all documents, including each report,
          registration statement and definitive proxy statement required to be
          filed by BioMarin with the SEC since January 1, 2000 (the "BioMarin
          SEC Documents"). As of the time it was filed with the SEC (or, if
          amended or superseded by a filing prior to the date of this
          Agreement, then on the date of such filing): (i) each of the BioMarin
          SEC Documents complied in all material respects with the applicable
          requirements of the United States 1933 Act or the United States 1934
          Act (as the case may be); and (ii) none of the BioMarin SEC Documents
          (including the financial statements contained therein) contained any
          untrue statement of a material fact or omitted to state a material
          fact required to be stated therein or necessary in order to make the
          statements therein, in the light of the circumstances under which
          they were made, not misleading.

      (b) Each set of financial statements (including, in each case, any
          related notes thereto) contained in BioMarin SEC Documents and
          BioMarin's audited financial statements as at and for the periods
          ended through December 31, 2000 and BioMarin's unaudited financial
          statements as at and for the period ended through September 30, 2001
          (the "BioMarin Interim Financial Statements") comply as to form in
          all material respects with the published rules and regulations of the
          SEC applicable thereto and were prepared in accordance with U.S. GAAP
          applied on a consistent basis throughout the periods involved
          (subject, in the case of unaudited interim financial statements, to
          the absence of note disclosure and year end adjustments) and each
          fairly presents the financial position of BioMarin at the dates
          thereof and the results of its operations and cash flows for the
          periods indicated.

   3.9  No Undisclosed Liabilities.  Except as disclosed in the BioMarin
Disclosure Letter, BioMarin does not have any liabilities (absolute, accrued,
contingent or otherwise) of a nature required to be disclosed on a balance
sheet or in the related notes to the financial statements prepared in
accordance with U.S. GAAP except: (a) liabilities provided for in the BioMarin
Interim Financial Statements; (b) normal and recurring current

                                     A-20



liabilities incurred since September 30, 2001 in the ordinary course of
business and consistent with past practices; (c) liabilities incurred in
connection with the Arrangement; or (d) as could not reasonably be expected to
have a Material Adverse Effect on BioMarin.

   3.10  Valid Issuance.  The BioMarin Common Stock to be issued under the
Arrangement will, when issued in accordance with the provisions of this
Agreement in all cases, be validly issued, fully paid and non-assessable and
not subject to any preemptive rights or similar contractual rights granted by
BioMarin.

   3.11  Listing.  The BioMarin Common Stock is listed on Nasdaq and the SWX
Swiss Exchange.

   3.12  Legal Proceedings; Orders.

      (a) There is no pending Legal Proceeding, and to BioMarin's Knowledge no
          Person has threatened to commence any Legal Proceeding (i) that
          involves BioMarin or any of the assets owned or used by BioMarin,
          except as disclosed in the BioMarin Disclosure Letter or (ii) that
          challenges, or that may have the effect of preventing, delaying,
          making illegal or otherwise interfering with, the Arrangement or any
          of the other transactions contemplated by this Agreement. To
          BioMarin's Knowledge, no event has occurred, and no claim, dispute or
          other condition or circumstance exists, that could reasonably be
          expected to, give rise to or serve as a basis for the commencement of
          any such Legal Proceeding.

      (b) There is no material order, writ, injunction, judgment or decree to
          which BioMarin, or any of the assets owned or used by BioMarin, is
          subject. To BioMarin's Knowledge, no officer of BioMarin is subject
          to any order, writ, injunction, judgment or decree that prohibits
          such officer from engaging in or continuing any conduct, activity or
          practice relating to the business of BioMarin.

   3.13  Absence of Certain Changes and Events.  Except as disclosed in the
BioMarin Disclosure Letter and BioMarin SEC Documents filed during the calendar
year 2001, since December 31, 2000 BioMarin has conducted its business only in
the ordinary course and there has not been any event, change or effect that has
had or could reasonably be expected to have a Material Adverse Effect relating
to BioMarin.

   3.14  Environmental Matters.  All operations of BioMarin are being conducted
and, to BioMarin's Knowledge, have been conducted in compliance in all material
respects with all Environmental Laws. Except as BioMarin has publicly disclosed
in the BioMarin SEC Documents, BioMarin is not subject to:

      (a) any governmental or regulatory remedial or control action,
          proceeding, application, order or directive which relates to
          environmental, health or safety matters or any investigation or
          evaluation concerning environmental, health or safety matters; or

      (b) (i) any demand or notice with respect to the breach of, or liability
          under, any Environmental Laws and, (ii) to BioMarin's Knowledge,
          there are no facts or circumstances that could reasonably be expected
          to result in any such action, proceeding, application, order,
          directive, demand, or notice to which it would be subject which in
          any case would have a Material Adverse Effect on BioMarin.

   3.15  Compliance; Permits.

      (a) Except as could not reasonably be expected to have a Material Adverse
          Effect on BioMarin, BioMarin is not in conflict with, or in default
          or violation of, (i) any Legal Requirement or Governmental
          Authorization applicable to BioMarin or by which its properties is
          bound or affected, or (ii) any Contract, to which BioMarin is a
          party, except for any conflicts, defaults or violations that
          (individually or in the aggregate) could not cause BioMarin to lose
          any material benefit or incur any material liability. Since January
          1, 2000, BioMarin has not received any

                                     A-21



          notice or other communication from any Governmental Body or other
          Person regarding any actual or possible violation of, or failure to
          comply with, any Legal Requirement except as could not reasonably be
          expected to have a Material Adverse Effect on BioMarin.

      (b) Except as disclosed in the BioMarin SEC Documents, BioMarin holds all
          Governmental Authorizations necessary to enable BioMarin to conduct
          its business in the manner in which such business is currently being
          conducted, except where the failure to hold such Governmental
          Authorizations has not had and would not reasonably be expected to
          have a Material Adverse Effect on BioMarin. All such Governmental
          Authorizations are valid and in full force and effect. BioMarin is,
          and at all times has been, in substantial compliance with the terms
          and requirements of such Governmental Authorizations, except where
          the failure to be in compliance with the terms and requirements of
          such Governmental Authorizations has not had and would not reasonably
          be expected to have a Material Adverse Effect on BioMarin. Since
          January 1, 2000, BioMarin has not received any notice or other
          communication from any Governmental Body regarding (i) any actual or
          possible violation of or failure to comply with any term or
          requirement of any material Governmental Authorization, or (ii) any
          actual or possible revocation, withdrawal, suspension, cancellation,
          termination or modification of any material Governmental
          Authorization.

   3.16  Taxes.

      (a) BioMarin has timely filed all Returns relating to Taxes required to
          be filed by BioMarin with any Governmental Body, and such Returns
          have been completed in accordance with Legal Requirements.

      (b) BioMarin as of the Effective Time (i) will have paid within the time
          required by law, or accrued all Taxes it is required by law to pay or
          accrue and (ii) will have withheld from each payment made to its past
          or present employees, officers, directors and independent
          contractors, creditors, stockholders or other third parties all Taxes
          and other material deductions required by law to be withheld and
          have, within the time required by law, paid such withheld amounts to
          the proper Governmental Bodies.

      (c) BioMarin has not been delinquent in the payment of any Tax nor is
          there any Tax deficiency outstanding, proposed or assessed against
          BioMarin, nor has BioMarin executed any waiver of any statute of
          limitations on or extensions of the period for the assessment or
          collection of any Tax. There are no matters relating to Taxes under
          discussion between any Governmental Bodies and BioMarin.

      (d) To BioMarin's Knowledge, no audit or other examination of any Return
          of BioMarin is currently in progress, nor has BioMarin been notified
          of any request for such an audit or other examination, nor is any
          taxing authority asserting or threatening to assert against BioMarin
          any claim for Taxes.

      (e) BioMarin does not have any liability for any unpaid Taxes which has
          not been accrued for or reserved on the BioMarin balance sheet dated
          September 30, 2001 in accordance with U.S. GAAP, whether asserted or
          unasserted, contingent or otherwise, other than any liability for
          unpaid Taxes that may have accrued since September 30, 2001 and that
          are not yet payable.

      (f) To BioMarin's Knowledge, the BioMarin Common Stock issued pursuant to
          the Arrangement will not constitute a "participating interest" in a
          "foreign investment entity" (as such terms are defined in the draft
          legislation to amend the Income Tax Act (Canada) released on August
          2, 2001) at the time of issuance. Based on its current business plan,
          BioMarin expects that the BioMarin Common Stock issued pursuant to
          the Arrangement will not constitute in the future a "participating
          interest" in a "foreign investment entity" (as so defined).

                                     A-22



      (g) Other than liabilities incurred in connection with the Arrangement,
          BioMarin Nova Scotia does not have material liabilities of any kind,
          including, without limitation, liabilities for Taxes.

      (h) BioMarin Nova Scotia has been and will be at all times, from the date
          of its formation through and including the Effective Date and at all
          other relevant times, treated as a "disregarded entity" within the
          meaning of United States Treasury Regulation Section 301.7701-3(2)(C)
          for United States federal income tax purposes.

   3.17  Contracts.  (a) BioMarin has not violated or breached, or committed
any default under, any BioMarin Contract, except for violations, breaches and
defaults that have not had and would not reasonably be expected to have a
Material Adverse Effect on BioMarin; and, to BioMarin's Knowledge, no other
Person has violated or breached, or committed any default under, any BioMarin
Contract, except for violations, breaches or defaults that have not had and
would not reasonably be expected to have a Material Adverse Effect on BioMarin;
and (b) to BioMarin's Knowledge, no event has occurred, and no circumstance or
condition exists, that (with or without notice or lapse of time) will, or could
reasonably be expected to, (i) result in a violation or breach of any of the
provisions of any BioMarin Contract, (ii) give any Person the right to declare
a default or exercise any remedy under any BioMarin Contract, (iii) give any
Person the right to accelerate the maturity or performance of any BioMarin
Contract, or (iv) give any Person the right to cancel, terminate or modify any
BioMarin Contract, except in each such case for defaults, acceleration rights,
termination rights and other rights that have not had and would not reasonably
be expected to have a Material Adverse Effect on BioMarin.

   3.18  Vote Required.  The Required BioMarin Stockholder Vote is the only
vote of the holders of any class or series of BioMarin's shares necessary to
approve the transactions contemplated hereby.

   3.19  Brokers.  Except for UBS Warburg LLC, no broker, finder or investment
banker is entitled to any brokerage, finder's or other fee or commission in
connection with the Arrangement or any of the other transactions contemplated
by this Agreement based upon arrangements made by or on behalf of BioMarin.
BioMarin has furnished to Glyko accurate and complete copies of all agreements
under which any such fees, commissions or other amounts have been paid or may
become payable and all indemnification and other agreements related to the
engagement of UBS Warburg LLC.

   3.20  Intellectual Property.  Except as disclosed in the BioMarin Disclosure
Letter or the BioMarin SEC Documents:

      (a) To BioMarin's Knowledge, BioMarin owns or possesses sufficient legal
          rights to all Intellectual Property used in BioMarin's business as
          currently conducted and material thereto;

      (b) to BioMarin's Knowledge, the BioMarin Intellectual Property and the
          conduct of the business of BioMarin do not infringe upon, violate or
          breach the Intellectual Property rights of any other Person;

      (c) to BioMarin's Knowledge, no Person is infringing any of the BioMarin
          Intellectual Property; and

      (d) BioMarin has not received any written notice or claim challenging
          BioMarin respecting the validity of, use of or ownership of the
          BioMarin Intellectual Property, and to BioMarin's Knowledge, there
          are no facts upon which such a challenge could be made which could
          reasonably be expected to have a Material Adverse Effect on BioMarin.

   3.21  Opinion of Financial Advisor.  The Board of Directors of BioMarin has
received the opinion of UBS Warburg LLC, financial advisor to BioMarin, dated
the date of this Agreement, to the effect that, as of such date, the Exchange
Ratio is fair to BioMarin from a financial point of view (the "BioMarin
Opinion"). BioMarin will furnish an accurate and complete copy of said opinion
to Glyko solely for informational purposes after receipt thereof by BioMarin.

                                     A-23



   3.22  Board Approval.  The Board of Directors of BioMarin (at a meeting duly
called and held) has (a) determined (pursuant to a unanimous vote of all
members of the Board of Directors of BioMarin entitled to vote thereon) that
the issuance of BioMarin Common Stock in connection with the Arrangement is
fair to shareholders of BioMarin and in the best interests of BioMarin and (b)
determined as of the date hereof to recommend that the holders of BioMarin
Common Stock vote in favor of the issuance of BioMarin Common Stock in
connection with the Arrangement.

                                   ARTICLE 4

                      CONDUCT PRIOR TO THE EFFECTIVE TIME

   4.1  Access and Investigation.  During the period from the date of this
Agreement through the Effective Time (the "Pre-Closing Period"), Glyko shall:
(a) provide BioMarin and BioMarin's Representatives with reasonable access
during normal business hours to Glyko's Representatives, personnel and to all
existing books, records, Tax Returns, work papers and other documents and
information relating to Glyko; and (b) provide BioMarin and BioMarin's
Representatives with such copies of the existing books, records, Tax Returns,
work papers and other documents and information relating to Glyko, and with
such additional financial, operating and other data and information regarding
Glyko, as BioMarin may reasonably request at BioMarin's expense.

   4.2  Operation of Glyko's Business.

      (a) During the Pre-Closing Period: (i) Glyko shall conduct its business
          and operations (A) in the ordinary course and in accordance with past
          practices based on Glyko's operating history since June 30, 2000 and
          (B) in compliance with all applicable Legal Requirements and the
          requirements of all Glyko Contracts that constitute Material
          Contracts (ii) Glyko shall preserve intact its current business
          organization, keep available the services of its current officers and
          other employees and maintain its relations and goodwill with all
          Persons having business relationships with Glyko; (iii) Glyko shall
          (to the extent requested by BioMarin) cause its officers to report
          regularly to BioMarin concerning the status of Glyko's business; and
          (iv) Glyko shall maintain its books of account and records in the
          usual, regular and ordinary manner, in accordance with Canadian GAAP
          applied on a consistent basis.

      (b) During the Pre-Closing Period, Glyko shall not except: (1) with the
          prior written consent of BioMarin not to be unreasonably withheld;
          (2) with respect to any matters disclosed in the Glyko Disclosure
          Letter; or (3) with respect to any matter expressly contemplated by
          this Agreement or the Arrangement:

           (i)  declare, accrue, set aside or pay any dividend or make any
                other distribution in respect of any shares of capital stock,
                or repurchase, redeem or otherwise reacquire any shares of
                capital stock or other securities;

           (ii) sell, issue, grant or authorize the issuance or grant of (A)
                any capital stock or other security, (B) any Option, call,
                warrant or right to acquire any capital stock or other
                security, or (C) any instrument convertible into or
                exchangeable for any capital stock or other security (except
                that Glyko may issue Glyko Common Shares upon the valid
                exercise of Glyko Stock Options outstanding as of the date of
                this Agreement);

          (iii) amend or waive any of its rights under, or accelerate the
                vesting under, any provision of the Stock Option Plan, or
                otherwise modify any of the terms of any outstanding Option,
                warrant or other security or any related Contract other than as
                contemplated in Section 6.11;

           (iv) amend or permit the adoption of any amendment to the Glyko
                Charter Documents, or effect or become a party to any merger,
                consolidation, amalgamation, share exchange,

                                     A-24



                business combination, recapitalization, reclassification of
                shares, stock split, division or subdivision of shares, reverse
                stock split, consolidation of shares or similar transaction;

           (v)  form any Subsidiary or acquire any equity interest or other
                interest in any other Entity;

           (vi) make capital expenditures above $25,000 in aggregate;

          (vii) enter into or become bound by, or permit any of the assets
                owned or used by it to become bound by, any Material Contract,
                or amend or terminate, or waive or exercise any material right
                or remedy under, any Material Contract, other than in the
                ordinary course of business consistent with past practices;

         (viii) acquire, lease or license any right or other asset from any
                other Person or sell or otherwise dispose of, or lease or
                license, any right or other asset to any other Person, or waive
                or relinquish any material right;

           (ix) lend money to any Person, or incur or guarantee any
                indebtedness;

           (x)  establish, adopt or amend any employee benefit plan, pay any
                bonus, make any severance payment or benefit or make any
                profit-sharing or similar payment to, or increase the amount of
                the wages, salary, commissions, fringe benefits or other
                compensation or remuneration payable to, any of its directors,
                officers or employees;

           (xi) hire any employee;

          (xii) change any of its personnel policies or other business
                policies, or any of its methods of accounting or accounting
                practices in any respect;

         (xiii) make any Tax election;

          (xiv) commence or settle any Legal Proceeding;

           (xv) enter into any material transaction or take any other material
                action outside the ordinary course of business or inconsistent
                with past practices based on Glyko's operating history since
                June 30, 2000; or

          (xvi) agree or commit to take any of the actions described in clauses
                "(i)" through "(xv)" of this Section 4.2(b).

                                   ARTICLE 5

         GLYKO SHAREHOLDER APPROVAL AND BIOMARIN STOCKHOLDER APPROVAL

   5.1  Joint Proxy Circular; Board Recommendations; Other Filings.

      (a) As promptly as practicable after the execution of this Agreement,
          BioMarin and Glyko will prepare the Joint Proxy Circular. Each of
          BioMarin and Glyko shall provide promptly to the other such
          information concerning its business and financial and other affairs
          as, in the reasonable judgment of the requesting party or its
          counsel, may be required or appropriate for inclusion in the Joint
          Proxy Circular, or in any amendments or supplements thereto, and to
          cause its counsel and auditors to cooperate with the other's counsel
          and auditors in the preparation of the Joint Proxy Circular. Glyko
          will afford BioMarin an opportunity to review all materials to be
          submitted to the Court, and shall make all such changes as are
          reasonably requested by BioMarin. Glyko will respond to any comments
          of the Court with the assistance of BioMarin, and will use its
          commercially reasonable efforts to have the Interim Order issued as
          promptly as practicable after such filing. Each of Glyko and BioMarin
          will cause the Joint Proxy Circular to be mailed to its shareholders
          at the earliest practicable time after the Interim Order has been
          granted by the Court. As promptly as practicable after the date of
          this Agreement, each of Glyko and BioMarin will

                                     A-25



          prepare and file any other filings required to be filed by it
          pursuant to the requirements of the CBCA, the Interim Order, Canadian
          Securities Legislation, the TSE and any other Canadian, United States
          or other laws relating to the Arrangement and the transactions
          contemplated by this Agreement (the "Other Filings"). Each of Glyko
          and BioMarin will notify the other promptly upon the receipt of any
          comments from the Court or its staff or any other government
          officials and of any request by the Court or its staff or any other
          government officials for amendments or supplements to the Joint Proxy
          Circular or any Other Filing or for additional information and will
          supply the other with copies of all correspondence between such party
          or any of its Representatives, on the one hand, and the Court or its
          staff or any other government officials, on the other hand, with
          respect to the Joint Proxy Circular, the Arrangement or any Other
          Filing. Each of Glyko and BioMarin will cause all documents that it
          is responsible for filing with the Court or other regulatory
          authorities under this Section 5.1(a) to comply in all material
          respects with all applicable requirements of law and the rules and
          regulations promulgated thereunder. Whenever any event occurs which
          is required to be set forth in an amendment or supplement to the
          Joint Proxy Circular or any Other Filing, Glyko or BioMarin, as the
          case may be, will promptly inform the other of such occurrence and
          cooperate in filing with the Court or its staff or any other
          government officials, and/or mailing to shareholders of Glyko and
          BioMarin, such amendment or supplement.

      (b) Each of Glyko and BioMarin shall ensure that the information supplied
          by it in writing for inclusion in the Joint Proxy Circular does not
          contain any untrue statement of a material fact or omit to state a
          material fact required to be stated therein or necessary to make the
          statements contained therein not misleading in light of the
          circumstances in which they are made.

      (c) Subject to Section 5.2(c), the Joint Proxy Circular will include (i)
          the recommendation of the Board of Directors of Glyko that Glyko
          shareholders vote in favor of approval of the Continuance and the
          Arrangement, (ii) the Glyko Opinion referred to in Section 2.21,
          (iii) the recommendation of the Board of Directors of BioMarin that
          BioMarin's stockholders vote in favor of the Arrangement including,
          without limitation, the issuance of the BioMarin Common Stock in
          connection with the Arrangement and (iv) the BioMarin Opinion
          referred to in Section 3.21.

      (d) As soon as practicable after the execution of this Agreement,
          BioMarin shall prepare, with the co-operation of Glyko, applications
          and will file such applications with the Commissions and exercise its
          commercially reasonable efforts to cause the Commissions to grant the
          Securities Exemption Orders. BioMarin and Glyko shall each use
          commercially reasonable efforts to cause such applications to comply
          with the requirements of Canadian Securities Legislation. Each of
          BioMarin and Glyko agrees to provide promptly to the other such
          information concerning its business and financial and other affairs
          as, in the reasonable judgment of the requesting party or its
          counsel, may be required or appropriate for inclusion in such
          applications, or in any amendments or supplements thereto, and to
          cause its counsel and auditors to co-operate with the other's counsel
          and auditors in the preparation of such application. Glyko will
          promptly advise BioMarin, and BioMarin will promptly advise Glyko, in
          writing, if at any time prior to the Effective Time either Glyko or
          BioMarin shall obtain knowledge of any facts that might make it
          necessary or appropriate to amend or supplement the applications in
          order to make the statements contained or incorporated by reference
          therein not misleading or to comply with applicable law.

   5.2  Meeting of Glyko Shareholders.

      (a) Promptly after the date hereof, Glyko will take all action pursuant
          to the requirements of the CBCA, the Interim Order, Canadian
          Securities Legislation (and all other applicable securities laws),
          the TSE and Glyko Charter Documents to convene the Glyko Shareholders
          Meeting to be held as promptly as practicable, and in any event Glyko
          will use its commercially reasonable

                                     A-26



          efforts to convene such meeting not later than May 31, 2002 for the
          purpose of voting upon the Continuance and the Arrangement. Glyko
          shall ensure that the Glyko Shareholders Meeting is called, noticed,
          convened, held and conducted, and that all proxies solicited in
          connection with the Glyko Shareholders Meeting are solicited, in
          compliance with all applicable Legal Requirements (including the
          Interim Order and Glyko Charter Documents). Glyko's obligation to
          call, give notice of, convene and hold the Glyko Shareholders Meeting
          in accordance with this Section 5.2(a) shall not be limited or
          otherwise affected by the commencement, disclosure, announcement or
          submission of any Superior Offer or other Acquisition Proposal.
          Subject to any withheld, withdrawn, amended or modified
          recommendation of the Glyko Board of Directors in accordance with
          Section 5.2(c), Glyko will use its commercially reasonable efforts to
          solicit from its shareholders proxies in favor of the approval of the
          Arrangement. Notwithstanding anything to the contrary contained in
          this Agreement, Glyko may adjourn or postpone the Glyko Shareholders
          Meeting to the extent necessary to ensure that any necessary
          supplement or amendment to the Joint Proxy Circular is provided to
          Glyko's shareholders in advance of a vote on the Continuance or the
          Arrangement or, if as of the time for which the Glyko Shareholders
          Meeting is originally scheduled (as set forth in the Joint Proxy
          Circular) there are insufficient Glyko Common Shares represented
          (either in Person or by proxy) to constitute a quorum necessary to
          conduct the business of the Glyko Shareholders Meeting.

      (b) Subject to Section 5.2(c), neither the Board of Directors of Glyko
          nor any committee thereof shall withhold, withdraw, amend or modify
          in a manner adverse to BioMarin, the recommendation of the Board of
          Directors of Glyko that Glyko's shareholders vote in favor of and
          adopt and approve the Arrangement and the Continuance.

      (c) Nothing in this Agreement shall prevent the Board of Directors of
          Glyko from: (i) complying with Section 99 of the Securities Act
          (Ontario) with regard to any Acquisition Transaction or making any
          other disclosure required by applicable law so long as any such
          disclosure rejects any Acquisition Transaction and reaffirms its
          recommendation of the transactions contemplated by this Agreement, or
          taking any other action to the extent ordered or otherwise mandated
          by any court of competent jurisdiction; or (ii) withholding,
          withdrawing, amending or modifying its recommendation in favor of the
          Arrangement if: (A) a Superior Offer is made to Glyko and is not
          withdrawn; (B) neither Glyko nor any of its Representatives shall
          have violated any of the restrictions set forth in Section 6.2 (a);
          (C) the Board of Directors of Glyko concludes in good faith, after
          consultation with its outside counsel, that, in light of such
          Superior Offer, the withholding, withdrawal, amendment or
          modification of such recommendation is required in order for the
          Board of Directors of Glyko to comply with its fiduciary obligations
          under applicable law; and (D) Glyko's Board of Directors does not
          withdraw, amend or modify its recommendation in favor of the
          Arrangement for at least 72 hours after Glyko provides BioMarin with
          the name of the Person making such Superior Offer and a copy of such
          Superior Offer. Nothing contained in this Section 5.2(c) shall limit
          Glyko's obligation to call, give notice of, convene and hold the
          Glyko Shareholders Meeting (regardless of whether the recommendation
          of the Board of Directors of Glyko shall have been withdrawn, amended
          or modified).

      (d) During the 72-hour period referred to in Section 5.2(c)(ii)(D), Glyko
          acknowledges that BioMarin shall have the opportunity, but not the
          obligation, to offer to amend the terms of this Agreement and the
          Arrangement. The Glyko Board of Directors will review any offer by
          BioMarin to amend the terms of this Agreement in good faith in order
          to determine, in its discretion in the exercise of its fiduciary
          obligations, whether BioMarin's offer to amend the terms of this
          Agreement upon acceptance by Glyko would result in the Superior Offer
          continuing to be a Superior Offer. If the Glyko Board of Directors
          determines that the Superior Offer is no longer a Superior Offer in
          light of BioMarin's amended offer, the parties hereto will enter into
          an amended agreement reflecting BioMarin's amended offer.

                                     A-27



   5.3  Meeting of BioMarin Stockholders.  Promptly after the date hereof,
BioMarin will take all action pursuant to the requirements of the Delaware
General Corporation Law, the United States 1933 Act, the United States 1934 Act
(and all other applicable securities laws), Nasdaq, SWX Swiss Exchange and
BioMarin Charter Documents to convene the BioMarin Stockholders Meeting to be
held as promptly as practicable, and in any event BioMarin will use its
commercially reasonable efforts to convene such meeting not later than May 31,
2002 for the purpose of considering the approval of the Arrangement including,
without limitation, the issuance of the BioMarin Common Stock in connection
with the Arrangement.

                                   ARTICLE 6

                             ADDITIONAL AGREEMENTS

   6.1  Confidentiality; Access to Information.

      (a) The parties acknowledge that Glyko and BioMarin have previously
          executed a Mutual Confidentiality Agreement, dated as of January 10,
          2002 (the "Confidentiality Agreement"), which Confidentiality
          Agreement (other than Sections 10, 11 and 12 thereof which shall
          terminate and be of no further force or effect) will continue in full
          force and effect in accordance with its terms. In the event of an
          inconsistency in the terms and conditions of this Agreement and the
          terms and conditions of the Confidentiality Agreement, the terms and
          conditions of this Agreement shall prevail.

      (b) Each of Glyko and BioMarin will afford the other and its respective
          auditors, counsel and other Representatives reasonable access during
          normal business hours, upon reasonable notice, to the properties,
          books, records and personnel of Glyko and BioMarin during the period
          prior to the Effective Time to obtain all information concerning the
          business of Glyko or BioMarin, as may be reasonably requested.
          Notwithstanding the foregoing, BioMarin shall not be obligated to
          provide Glyko and its Representatives with any information relating
          to product development efforts, clinical results and scientific
          information. No information or knowledge obtained by BioMarin or
          Glyko in any investigation pursuant to this Section 6.1 will affect
          or be deemed to modify any representation or warranty contained
          herein or the conditions to the obligations of the parties to
          consummate the Arrangement.

   6.2  No Solicitation.

      (a) Glyko shall not directly or indirectly, and shall not authorize or
          permit any Representative of Glyko directly or indirectly to: (i)
          solicit, initiate, knowingly encourage or induce the making,
          submission or announcement of any Acquisition Proposal; (ii) furnish
          any confidential information regarding Glyko to any Person in
          connection with or in response to an Acquisition Proposal; (iii)
          engage in discussions or negotiations with any Person with respect to
          any Acquisition Proposal; (iv) approve, endorse or recommend any
          Acquisition Proposal; or (v) enter into any letter of intent or
          similar document or any Contract contemplating or otherwise relating
          to any Acquisition Transaction; provided, however, that prior to the
          adoption and approval of the Arrangement by the Required Glyko
          Shareholder Vote, Glyko and its Representatives shall not be
          prohibited by (and shall not be considered to have violated) this
          Section 6.2(a) from (A) furnishing nonpublic information regarding
          Glyko to any Person in response to an Acquisition Proposal that is
          submitted by such Person (and not withdrawn), or (B) entering into
          discussions with any Person in response to an Acquisition Proposal
          that is submitted by such Person (and not withdrawn), if (1) in the
          case of clause (A) above, the Board of Directors of Glyko has first
          made a good faith determination that the furnishing of such nonpublic
          information to such Person is reasonably likely to lead to the
          submission of a Superior Offer from such Person, (2) neither Glyko
          nor any Representative of Glyko shall have violated any of the
          restrictions set forth in this

                                     A-28



          Section 6.2(a), (3) the Board of Directors of Glyko concludes in good
          faith, based upon the advice of its outside legal counsel, that the
          failure to take such action is inconsistent with its fiduciary
          obligations under applicable law, (4) prior to furnishing any such
          nonpublic information to, or entering into discussions with, such
          Person, Glyko gives BioMarin written notice of the identity of such
          Person and of Glyko's intention to furnish nonpublic information to,
          or enter into discussions with, such Person, and Glyko receives from
          such Person an executed confidentiality agreement containing
          customary limitations on the use and disclosure of all nonpublic
          written and oral information furnished to such Person by or on behalf
          of Glyko and following which, Glyko keeps BioMarin fully informed
          with respect to the status of any such Acquisition Proposal and any
          modification or proposed modification thereto, and (5) prior to
          furnishing any such nonpublic information to such Person, Glyko
          furnishes such nonpublic information to BioMarin (to the extent such
          nonpublic information has not been previously furnished by Glyko to
          BioMarin).

      (b) Glyko shall immediately cease and cause to be terminated any existing
          discussions between (i) Glyko and any of its Representatives and (ii)
          any other Person that relate to any Acquisition Proposal.

   6.3  Public Disclosure.  BioMarin and Glyko will consult with each other,
and to the extent practicable, agree, before issuing any press release or
otherwise making any public statement with respect to the Arrangement or this
Agreement and will not issue any such press release announcing this Agreement
and the transactions contemplated hereby or make any such public statement
prior to such consultation, except as may be required by law or any listing
agreement with a national securities exchange.

   6.4  Reasonable Efforts.  Upon the terms and subject to the conditions set
forth in this Agreement, each of the parties agrees to use all commercially
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other parties in doing,
all things necessary, proper or advisable to consummate and make effective, in
the most expeditious manner practicable, the Arrangement and the other
transactions contemplated by this Agreement, including using commercially
reasonable efforts to accomplish the following: (a) the taking of all
reasonable acts necessary to cause the conditions precedent set forth in
Article 7 to be satisfied; (b) the obtaining of the Appropriate Regulatory
Approvals and all other necessary actions, waivers, consents, approvals, orders
and authorizations from Governmental Bodies and the making of all necessary
registrations, declarations and filings (including registrations, declarations
and filings with Governmental Bodies, if any) and the taking of all reasonable
steps as may be necessary to avoid any suit, claim, action, investigation or
proceeding by any Governmental Body; (c) the obtaining of all consents,
approvals or waivers from third parties required as a result of the
transactions contemplated in this Agreement; (d) the defending of any suits,
claims, actions, investigations or proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the
transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Body
vacated or reversed; (e) the execution or delivery of any additional
instruments reasonably necessary to consummate the transactions contemplated
by, and to fully carry out the purposes of, this Agreement; and (f) the
preparation of the Joint Proxy Circular and the calling and holding of the
Glyko Shareholders Meeting and the BioMarin Stockholders Meeting.

   6.5  Notification.

      (a) Glyko shall give prompt notice to BioMarin in writing of: (i) the
          discovery of any event, condition, fact or circumstance that occurred
          or existed on or prior to the date of this Agreement and that caused
          or constitutes a material inaccuracy in any representation or
          warranty made by Glyko in this Agreement; (ii) any event, condition,
          fact or circumstance that occurs, arises or exists after the date of
          this Agreement and that would cause or constitute a material
          inaccuracy in any representation or warranty made by Glyko in this
          Agreement if (A) such representation or warranty had been made as of
          the time of the occurrence, existence or discovery of such event,

                                     A-29



          condition, fact or circumstance, or (B) such event, condition, fact
          or circumstance had occurred, arisen or existed on or prior to the
          date of this Agreement; (iii) any event, condition, fact or
          circumstance that would, or would be likely to, result in a material
          breach of any covenant or obligation of Glyko or that would make the
          timely satisfaction of any of the conditions set forth in Article 7
          impossible or unlikely or that has had or could reasonably be
          expected to have a Material Adverse Effect on Glyko; or (iv) any
          failure of Glyko to comply with or satisfy in any material respect
          any covenant, condition or agreement to be complied with or satisfied
          by it under this Agreement, in each case, such that the conditions
          set forth in Section 7.3(a) or 7.3(b) would not be satisfied. No
          notification given to BioMarin pursuant to this Section 6.5(a) shall
          limit or otherwise affect any of the representations, warranties,
          covenants or obligations of Glyko contained in this Agreement or any
          right or remedy of BioMarin with respect thereto.

      (b) BioMarin shall give prompt notice to Glyko in writing of: (i) the
          discovery of any event, condition, fact or circumstance that occurred
          or existed on or prior to the date of this Agreement and that caused
          or constitutes a material inaccuracy in any representation or
          warranty made by BioMarin or BioMarin Nova Scotia in this Agreement;
          (ii) any event, condition, fact or circumstance that occurs, arises
          or exists after the date of this Agreement and that would cause or
          constitute a material inaccuracy in any representation or warranty
          made by BioMarin or BioMarin Nova Scotia in this Agreement if (A)
          such representation or warranty had been made as of the time of the
          occurrence, existence or discovery of such event, condition, fact or
          circumstance, or (B) such event, condition, fact or circumstance had
          occurred, arisen or existed on or prior to the date of this
          Agreement; (iii) any event, condition, fact or circumstance that
          would, or would be likely to, result in a material breach of any
          covenant or obligation of BioMarin or BioMarin Nova Scotia or that
          would make the timely satisfaction of any of the conditions set forth
          in Article 7 impossible or unlikely or that has had or could
          reasonably be expected to have a Material Adverse Effect on BioMarin;
          or (iv) any failure of BioMarin or BioMarin Nova Scotia to comply
          with or satisfy in any material respect any covenant, condition or
          agreement to be complied with or satisfied by it under this
          Agreement, in each case, such that the conditions set forth in
          Section 7.2(a) or 7.2(b) would not be satisfied. No notification
          given to Glyko pursuant to this Section 6.5(b) shall limit or
          otherwise affect any of the representations, warranties, covenants or
          obligations of BioMarin and BioMarin Nova Scotia contained in this
          Agreement or any right or remedy of Glyko with respect thereto.

   6.6  Third Party Consents.  As soon as practicable following the date
hereof, BioMarin and Glyko will each use its commercially reasonable efforts to
obtain any consents, waivers and approvals under its or any of its or its
Subsidiaries' respective Contracts required to be obtained in connection with
the consummation of the transactions contemplated hereby.

   6.7  Nasdaq and SWX Swiss Exchange Listing.  BioMarin agrees to use
commercially reasonable efforts to cause the listing on Nasdaq and the SWX
Swiss Exchange of the shares of BioMarin Common Stock issuable in connection
with the Arrangement with effect as and from the Effective Date, in the case of
Nasdaq, and as soon as practicable thereafter, in the case of the SWX Swiss
Exchange.

   6.8  Glyko Affiliate Agreement.  Set forth in Glyko Disclosure Letter is a
list of those Persons who may be deemed to be, in Glyko's reasonable judgment
(which shall be concurred with by BioMarin), affiliates of Glyko (other than
BioMarin) within the meaning of Rule 145 promulgated under the United States
1933 Act (each, a "Glyko Affiliate"). Glyko will provide BioMarin with such
information and documents as BioMarin reasonably requests for purposes of
reviewing such list. Each Glyko Affiliate Agreement will be in full force and
effect as of the Effective Time. BioMarin will be entitled to place appropriate
legends on the certificates evidencing any BioMarin Common Stock to be received
by any Glyko Affiliate pursuant to the terms of this Agreement, and to issue
appropriate stop transfer instructions to the transfer agent for the BioMarin
Common Stock, consistent with the terms of any Glyko Affiliate Agreement.

                                     A-30



   6.9  Listing of Glyko Common Shares.  Glyko shall use commercially
reasonable efforts to ensure that the Glyko Common Shares remain listed on the
TSE up until and including the Effective Time.

   6.10  Indemnification of Directors and Officers.

      (a) From and after the Effective Date, BioMarin will cause Glyko to
          fulfill and honor in all respects the obligations of Glyko (or any
          predecessor corporation) pursuant to (i) each indemnification
          agreement currently in effect between Glyko and each person who is or
          was a director or officer of Glyko (or any predecessor corporation)
          prior to the Effective Date (the "Indemnified Parties") and (ii) any
          indemnification provision under the Glyko Charter Documents as in
          effect on the date hereof. The Articles of Incorporation and Bylaws
          of Glyko will contain provisions with respect to exculpation and
          indemnification that are at least as favorable to the Indemnified
          Parties as those contained in Glyko Charter Documents as in effect on
          the date hereof, which provisions will not be amended, repealed or
          otherwise modified for a period of six (6) years from the Effective
          Date in any manner that would adversely affect the rights thereunder
          of any Indemnified Party or of individuals who, immediately prior to
          the Effective Date, were employees or agents of Glyko, unless such
          modification is required by law.

      (b) For a period of six (6) years after the Effective Date, BioMarin will
          maintain or cause Glyko to maintain in effect, to the extent
          available, directors' and officers' liability insurance covering
          those persons who are currently covered by Glyko's directors' and
          officers' liability insurance policy on terms equivalent in all
          material respects to those applicable to the current directors and
          officers of Glyko; provided, however, that in no event will BioMarin
          or Glyko be required to expend an annual premium for such coverage in
          excess of 150 percent of the amount of the last annual premium paid
          by Glyko prior to the date of this Agreement for such coverage and
          provided, further, that if the annual premium payable for such
          insurance coverage exceeds such amount, BioMarin shall be obligated
          to obtain a policy with the greatest coverage available for an annual
          premium not exceeding such amount. The obligations of BioMarin under
          this Section 6.10 shall not be terminated or modified in such a
          manner as to adversely affect any Indemnified Party without the
          consent of such Indemnified Party (it being expressly agreed that the
          Indemnified Parties shall be third party beneficiaries of this
          Section 6.10).

   6.11  Stock Options.

      (a) Pursuant to the Plan of Arrangement, each Glyko Stock Option
          outstanding immediately before the Implementation Time shall be
          exchanged for a stock option (a "Replacement Option") of BioMarin
          granted in accordance with BioMarin's 1997 Stock Plan, as amended on
          December 22, 1998 (a copy of which has been made available for
          Glyko's review). In accordance with the Plan of Arrangement: (i) the
          number of shares of BioMarin Common Stock subject to each Replacement
          Option shall be equal to the number of Glyko Common Shares subject to
          the corresponding Glyko Stock Option immediately prior to the
          Implementation Time multiplied by the Exchange Ratio, rounding down
          to the nearest whole share; (ii) the per share exercise price under
          each Replacement Option shall be adjusted by dividing the U.S. Dollar
          Equivalent (calculated on the date of the Implementation Time) of the
          per share exercise price under the corresponding Glyko Stock Option
          by the Exchange Ratio and rounding up to the nearest cent; and
          (iii) any restriction on the exercise of any such Glyko Stock Option
          shall continue in full force and effect and the term and vesting
          schedule of such Glyko Stock Option shall otherwise remain unchanged,
          except for such changes as are triggered by the Plan of Arrangement.

      (b) Glyko shall take all action that may be necessary (under the Stock
          Option Plan and otherwise) to effectuate the provisions of this
          Section 6.11 and to ensure that, from and after the Effective Time,
          holders of Glyko Stock Options have no rights with respect thereto
          other than those specifically provided in this Section 6.11.

                                     A-31



      (c) The BioMarin Common Stock issuable upon exercise of the Replacement
          Options will be registered on a registration statement on Form S-8
          under the United States 1933 Act on the Effective Date.

   6.12  Treatment as a Reorganization for U.S. Tax Purposes.  BioMarin
represents, warrants and covenants:

      (a) BioMarin has not taken (and does not intend to take), and does not
          intend to cause Glyko to take, any action that reasonably would be
          expected (i) to cause the Arrangement to fail to qualify as a
          "reorganization" within the meaning of Section 368(a) of the United
          States Code or (ii) to cause Glyko to not be considered a corporation
          for United States federal income tax purposes.

      (b) Each of BioMarin and Glyko shall report the Arrangement as
          "reorganization" within the meaning of 368(a) of the United States
          Code for United States federal income tax purposes and comply with
          any applicable reporting requirements.

      (c) Upon request of any former holder of Glyko Common Shares, BioMarin
          shall provide (or cause Glyko to provide) such holder with any
          information necessary for such holder to comply with any United
          States Tax filings related to such holder's ownership or disposition
          of Glyko Common Shares.

      (d) After the Effective Time, BioMarin shall cause Glyko to pay any
          amounts owed in respect of Dissenting Shares out of Glyko's own
          funds. No funds will be supplied for that purpose (directly or
          indirectly) by BioMarin, nor will BioMarin (directly or indirectly)
          reimburse Glyko for any payments in respect of such Dissenting Shares.

      (e) The Arrangement is not part of the same plan pursuant to which Glyko
          transferred its assets to BioMarin on October 7, 1998 in exchange for
          BioMarin Common Stock and cash.

      (f) Other than payments in respect to Dissenting Shares and cash paid in
          lieu of fractional shares, BioMarin will acquire Glyko Common Shares
          solely in exchange for BioMarin voting stock. For purposes of this
          Section 6.12(f), (i) Glyko Common Shares redeemed for cash or other
          property furnished by BioMarin will be considered as acquired by
          BioMarin; (ii) any payments made to holders of Glyko Common Shares in
          respect of Dissenting Shares shall be made solely from Glyko's own
          funds; and (iii) the payment of cash in lieu of fractional shares is
          solely for the purpose of avoiding the expense and inconvenience to
          BioMarin of issuing fractional shares and does not represent
          separately bargained for consideration. Further, for United States
          federal income tax purposes, no liabilities of Glyko or the holders
          of Glyko Common Shares will be assumed by BioMarin.

                                   ARTICLE 7

                         CONDITIONS TO THE ARRANGEMENT

   7.1  Conditions to Obligations of Each Party to Effect the Arrangement.  The
respective obligations of each party to this Agreement to effect the
Arrangement shall be subject to the satisfaction at or prior to the Closing
Date of the following conditions:

      (a) Glyko Shareholder Approval.  The Continuance and the Arrangement
          shall have been duly approved by the Required Glyko Shareholder Vote,
          and in accordance with any additional conditions which may be imposed
          by the Interim Order and which are satisfactory to Glyko.

      (b) BioMarin Stockholder Approval.  The Arrangement including, without
          limitation, the issuance of the BioMarin Common Stock in connection
          with the Arrangement, shall have been duly approved by the Required
          BioMarin Stockholder Vote.

                                     A-32



(c)  Court Orders.  The Interim Order and the Final Order shall each have been
           obtained in form and on terms satisfactory to BioMarin and Glyko,
           and shall not have been set aside or modified in a manner
           unacceptable to such parties on appeal or otherwise; and upon
           receipt of the Interim Order and the Final Order, no shares of
           BioMarin Common Stock to be issued at the Effective Time will
           require registration pursuant to the United States 1933 Act and such
           shares will be exempt from registration pursuant to Section 3(a)(10)
           of the United States 1933 Act.

  (d)  No Order; HSR Act.  No Governmental Body shall have enacted, issued,
          promulgated, enforced or entered any statute, rule, regulation,
          executive order, decree, injunction or other order (whether
          temporary, preliminary or permanent) which is in effect and which has
          the effect of restraining or prohibiting consummation of the
          transactions contemplated by this Agreement. All waiting periods, if
          any, under the HSR Act and the Competition Act (Canada) relating to
          the transactions contemplated hereby will have expired or terminated
          early or all antitrust approvals under Canadian or other laws
          required to be obtained prior to the Arrangement in connection with
          the transactions contemplated hereby shall have been obtained.

(e)  Nasdaq Listing.  The BioMarin Common Stock issuable in connection with the
            Arrangement shall have been authorized for listing on Nasdaq.

(f)  Securities Exemption Orders.  The Securities Exemption Orders shall have
                been obtained and be in form and substance satisfactory to
                BioMarin and Glyko, acting reasonably.

  (g)  No Governmental Litigation.  There shall not be pending or threatened
          any Legal Proceeding in which a Governmental Body is or is threatened
          to become a party or is otherwise involved, and neither BioMarin nor
          Glyko shall have received any communication from any Governmental
          Body in which such Governmental Body indicates the possibility of
          commencing any Legal Proceeding or taking any other action: (i)
          challenging or seeking to restrain or prohibit the consummation of
          the Arrangement or any of the other transactions contemplated by this
          Agreement; (ii) relating to the Arrangement and seeking to obtain
          from BioMarin or any of its Subsidiaries, or Glyko, any damages or
          other relief that may be material to BioMarin; (iii) seeking to
          prohibit or limit in any material respect BioMarin's ability to vote,
          receive dividends with respect to or otherwise exercise ownership
          rights with respect to the stock of Glyko; or (iv) which would
          materially and adversely affect the right of BioMarin or of Glyko to
          own the assets or operate the business of Glyko.

(h)  Approvals.  All Appropriate Regulatory Approvals required under this
                     Agreement shall have been obtained (all of which shall be
                     in full force and effect), except where the failure to
                     obtain any Appropriate Regulatory Approval would not
                     prevent consummation of the Arrangement or otherwise
                     prevent any of the parties hereto from performing their
                     respective obligations under this Agreement, or could not
                     reasonably be expected to have a Material Adverse Effect
                     on BioMarin or Glyko.

   7.2  Additional Conditions to Obligations of Glyko.  The obligation of Glyko
to consummate and effect the Arrangement shall be subject to the satisfaction
at or prior to the Closing Date of each of the following conditions, any of
which may be waived in writing, exclusively by Glyko:

      (a) Representations and Warranties.  Each representation and warranty of
          BioMarin and BioMarin Nova Scotia contained in this Agreement (i)
          shall have been true and correct in all material respects as of the
          date of this Agreement and (ii) shall be true and correct in all
          material respects on and as of the Closing Date with the same force
          and effect as if made on the Closing Date except for (A) changes
          contemplated by this Agreement and (B) those representations and
          warranties which address matters only as of a particular date (which
          representations shall have been true and correct (subject to the
          qualifications as set forth in the preceding clause (A)) as of such
          particular date (it being understood that, for purposes of
          determining the accuracy of such representations and warranties, any
          representations and warranties subject to "materiality" or

                                     A-33



          "Material Adverse Effect" qualifiers shall be true and correct in all
          respects, and any minor update of or modification to the BioMarin
          Disclosure Letter made or purported to have been made after the date
          of this Agreement shall be disregarded).

      (b) Agreements and Covenants.  BioMarin and BioMarin Nova Scotia each
          shall have performed or complied in all material respects with all
          agreements and covenants required by this Agreement to be performed
          or complied with by it on or prior to the Closing Date.

      (c) No Material Adverse Change.  There shall have occurred no Material
          Adverse Change with respect to BioMarin since the date of this
          Agreement.

      (d) Certificate.  Glyko shall have received a certificate executed on
          behalf of BioMarin by its Chief Executive Officer confirming that the
          conditions set forth in Sections 7.2(a), (b) and (c) have been duly
          satisfied.

      (e) Legal Opinions.  Glyko shall have received (i) an opinion of United
          States counsel to BioMarin, in form and substance reasonably
          satisfactory to Glyko, with respect to the matters set forth in
          Exhibit D to this Agreement and (ii) an opinion of Canadian counsel
          to BioMarin, in form and substance satisfactory to Glyko, with
          respect to the matters set forth in Exhibit E to this Agreement.

   7.3  Additional Conditions to the Obligations of BioMarin.  The obligations
of BioMarin to consummate and effect the Arrangement shall be subject to the
satisfaction at or prior to the Closing Date of each of the following
conditions, any of which may be waived in writing, exclusively by BioMarin:

      (a) Representations and Warranties.  Each representation and warranty of
          Glyko contained in this Agreement (i) shall have been true and
          correct in all material respects as of the date of this Agreement and
          (ii) shall be true and correct in all material respects on and as of
          the Closing Date with the same force and effect as if made on and as
          of the Closing Date except (A) for changes contemplated by this
          Agreement and (B) for those representations and warranties which
          address matters only as of a particular date (which representations
          shall have been true and correct (subject to the qualifications as
          set forth in the preceding clause (A)) as of such particular date)
          (it being understood that, for purposes of determining the accuracy
          of such representations and warranties, any representations and
          warranties subject to "materiality" or "Material Adverse Effect"
          qualifiers shall be true and correct in all material respects and any
          minor update of or modification to the Glyko Disclosure Letter made
          or purported to have been made after the date of this Agreement shall
          be disregarded).

      (b) Agreements and Covenants.  Glyko shall have performed or complied in
          all material respects with all agreements and covenants required by
          this Agreement to be performed or complied with by it at or prior to
          the Closing Date.

      (c) Dissenters.  Holders of no more than one (1) percent in the aggregate
          of the issued and outstanding Glyko Common Shares shall have
          exercised (and not withdrawn such exercise) Dissenters' Rights in
          respect of the Arrangement or the Continuance.

      (d) No Material Adverse Change.  There shall have occurred no Material
          Adverse Change with respect to Glyko since the date of this Agreement.

      (e) Certificates and Resignations.  BioMarin shall have received:

           (i)  a certificate executed on behalf of Glyko by its Chairman
                confirming that the conditions set forth in Sections 7.3(a),
                (b), (c) and (d) have been duly satisfied; and

           (ii) the written resignations of all directors and officers of
                Glyko, effective as of the Effective Time.

                                     A-34



      (f) Legal Opinion.  BioMarin shall have received (i) an opinion of United
          States counsel to Glyko, in form and substance reasonably
          satisfactory to BioMarin, with respect to the matters set forth in
          Exhibit F hereto and (ii) an opinion of Canadian counsel to Glyko, in
          form and substance reasonably satisfactory to BioMarin, with respect
          to the matters set forth in Exhibit G to this Agreement.

                                   ARTICLE 8

                       TERMINATION, AMENDMENT AND WAIVER

   8.1  Termination.  This Agreement may be terminated at any time prior to the
Effective Time, whether before or after the requisite approval of the
shareholders of Glyko or stockholders of BioMarin:

      (a) mutual written consent duly authorized by the Boards of Directors of
          BioMarin and Glyko;

      (b) by either Glyko or BioMarin if the Arrangement shall not have been
          consummated by June 15, 2002 for any reason; provided, however, that
          the right to terminate this Agreement under this Section 8.1(b) shall
          not be available to any party whose action or failure to act has been
          a principal cause of or resulted in the failure of the Arrangement to
          occur on or before such date and such action or failure to act
          constitutes a breach of this Agreement;

      (c) by either Glyko or BioMarin if a Governmental Body shall have issued
          an order, decree or ruling or taken any other action, in any case
          having the effect of permanently restraining, enjoining or otherwise
          prohibiting the Arrangement, which order, decree, ruling or other
          action is final and non-appealable;

      (d) by either BioMarin or Glyko if (i) the Glyko Shareholders Meeting
          (including any adjournments or postponements thereof) shall have been
          held and completed and Glyko's shareholders shall have taken a final
          vote on a proposal to approve the Continuance and the Arrangement,
          and (ii) either the Continuance or the Arrangement shall not have
          been approved at such meeting by the Required Glyko Shareholder Vote
          (and shall not have been approved at any adjournment or postponement
          thereof);

      (e) by either BioMarin or Glyko if (i) the BioMarin Stockholders Meeting
          (including any adjournments or postponements thereof) shall have been
          held and completed and stockholders of BioMarin shall have taken a
          final vote on a proposal to approve the Arrangement including,
          without limitation, the issuance of BioMarin Common Stock in
          connection with the Arrangement, and (ii) such Arrangement including,
          without limitation, the issuance of BioMarin Common Stock, shall not
          have been approved at such meeting by the Required BioMarin
          Stockholder Vote (and shall not have been approved at any adjournment
          or postponement thereof);

      (f) by Glyko, upon a material breach of any representation, warranty,
          covenant or agreement on the part of BioMarin or BioMarin Nova Scotia
          set forth in this Agreement, or if any material representation or
          warranty of BioMarin or BioMarin Nova Scotia shall have become
          untrue, in either case such that the conditions set forth in Section
          7.2(a) or Section 7.2(b) would not be satisfied as of the time of
          such breach or as of the time such material representation or
          warranty shall have become untrue, provided, that if such inaccuracy
          in BioMarin's representations and warranties or breach by BioMarin is
          curable by BioMarin through the exercise of its commercially
          reasonable efforts, then Glyko may not terminate this Agreement under
          this Section 8.1(f) for thirty (30) days after delivery of written
          notice from Glyko to BioMarin of such breach, provided BioMarin
          continues to exercise commercially reasonable efforts to cure such
          breach (it being understood that Glyko may not terminate this
          Agreement pursuant to this Section 8.1(f) if it shall have materially
          breached this Agreement or if such breach by BioMarin is cured during
          such thirty (30)-day period);

                                     A-35



      (g) by BioMarin, upon a material breach of any representation, warranty,
          covenant or agreement on the part of Glyko set forth in this
          Agreement, or if any material representation or warranty of Glyko
          shall have become untrue, in either case such that the conditions set
          forth in Section 7.3(a) or Section 7.3(b) would not be satisfied as
          of the time of such breach or as of the time such material
          representation or warranty shall have become untrue, provided, that
          if such inaccuracy in Glyko's representations and warranties or
          breach by Glyko is curable by Glyko through the exercise of its
          commercially reasonable efforts, then BioMarin may not terminate this
          Agreement under this Section 8.1(g) for thirty (30) days after
          delivery of written notice from BioMarin to Glyko of such breach,
          provided Glyko continues to exercise commercially reasonable efforts
          to cure such breach (it being understood that BioMarin may not
          terminate this Agreement pursuant to this Section 8.1(g) if it shall
          have materially breached this Agreement or if such breach by Glyko is
          cured during such 30-day period); or

      (h) by BioMarin, upon a breach of the provisions of Section 6.2 of this
          Agreement.

   8.2  Notice of Termination; Effect of Termination.  Any termination of this
Agreement under Section 8.1 will be effective immediately upon (or, if the
termination is pursuant to Section 8.1(f) or Section 8.1(g) and the proviso
therein is applicable, thirty (30) days after) the delivery of written notice
of the terminating party to the other parties hereto. In the event of the
termination of this Agreement as provided in Section 8.1, this Agreement shall
be of no further force or effect and no party shall have any further liability
hereunder, except (i) as set forth in this Section 8.2, Section 8.3 and Article
9, each of which shall survive the termination of this Agreement, and (ii)
nothing herein shall relieve any party from liability for any intentional or
wilful breach of this Agreement. No termination of this Agreement shall affect
the obligations of the parties contained in the Confidentiality Agreement, all
of which obligations (other than as set forth in Section 6.1(a)) shall survive
termination of this Agreement in accordance with their terms.

   8.3  Fees and Expenses.

      (a) General.  Except as set forth in this Section 8.3, all fees and
          expenses incurred in connection with this Agreement and the
          transactions contemplated hereby shall be paid by the party incurring
          such expenses whether or not the Arrangement is consummated.

      (b) Glyko Payments.

           (i)  Glyko shall pay to BioMarin in immediately available funds,
                within two (2) business days after written demand by BioMarin,
                an amount equal to $1,000,000(the "Termination Fee") if:
                (A) this Agreement is terminated by BioMarin pursuant to
                Section 8.1(g); or (B) this Agreement is terminated by Glyko or
                BioMarin pursuant to Section 8.1(d) and (1) an Acquisition
                Proposal shall have been publicly announced or otherwise
                communicated to the Board of Directors of Glyko or shareholders
                of Glyko after the date of this Agreement and prior to the
                Glyko Shareholders Meeting and (2) Glyko enters into a
                definitive agreement with respect to an Acquisition
                Transaction, or an Acquisition Transaction is otherwise
                consummated (provided that for the purposes of this Section 8.3
                (b)(i)(B) the term "Acquisition Transaction" shall have the
                meaning ascribed to that term in Section 10.1, except that
                references to "20 percent" therein shall be deemed to be
                references to "50 percent"), after the date hereof and prior to
                the expiration of six (6) months following termination of this
                Agreement.

           (ii) Glyko acknowledges that the agreements contained in this
                Section 8.3(b) are an integral part of the transactions
                contemplated by this Agreement, and that, without these
                agreements, BioMarin would not enter into this Agreement;
                accordingly, if Glyko fails to pay in a timely manner the
                amounts due pursuant to this Section 8.3(b) and, in order to
                obtain such payment, BioMarin makes a claim that results in a
                judgment against Glyko for the amounts set forth in this
                Section 8.3(b), Glyko shall pay to BioMarin its reasonable

                                     A-36



                costs and expenses (including reasonable attorneys' fees and
                expenses) in connection with such suit, together with interest
                on the amounts set forth in this Section 8.3(b) at the prime
                rate of UBS Paine Webber in effect on the date such payment was
                required to be made. Payment of the fees described in this
                Section 8.3(b) shall not be in lieu of damages incurred in the
                event of breach of this Agreement.

      (c) BioMarin Payments.

           (i)  BioMarin shall pay to Glyko in immediately available funds,
                within two (2) business days after written demand by Glyko, the
                Termination Fee, if this Agreement is terminated by Glyko
                pursuant to Section 8.1(f). BioMarin may pay the Termination
                Fee to Glyko (without demand having been made by Glyko prior
                thereto) on not less than 10 business days' notice to Glyko.

           (ii) BioMarin acknowledges that the agreements contained in this
                Section 8.3(c) are an integral part of the transactions
                contemplated by this Agreement, and that, without these
                agreements, Glyko would not enter into this Agreement;
                accordingly, if BioMarin fails to pay in a timely manner the
                amounts due pursuant to this Section 8.3(c) and, in order to
                obtain such payment, Glyko makes a claim that results in a
                judgment against BioMarin for the amounts set forth in this
                Section 8.3(c), BioMarin shall pay to Glyko its reasonable
                costs and expenses (including reasonable attorneys' fees and
                expenses) in connection with such suit, together with interest
                on the amounts set forth in this Section 8.3(c) at the prime
                rate of UBS Paine Webberin effect on the date such payment was
                required to be made. Payment of the fees described in this
                Section 8.3(c) shall not be in lieu of damages incurred in the
                event of breach of this Agreement.

   8.4  Amendment.  This Agreement may be amended with the approval of the
respective Boards of Directors of Glyko and BioMarin at any time (whether
before or after the approval of the Arrangement by the shareholders of BioMarin
or Glyko); provided, however, that after any such approval of the Arrangement
by the shareholders of BioMarin or Glyko, no amendment shall be made which by
law requires further approval of the shareholders of BioMarin or Glyko, as the
case may be, without such further approval. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.

   8.5  Extension; Waiver.  At any time prior to the Effective Time, any party
hereto may, to the extent legally permitted: (i) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto; (ii) waive any inaccuracies in the representations and warranties made
to such party contained herein or in any document delivered pursuant hereto;
and (iii) waive compliance with any of the agreements or conditions for the
benefit of such party contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party. Delay in exercising any
right under this Agreement shall not constitute a waiver of such right.

                                   ARTICLE 9

                              GENERAL PROVISIONS

   9.1  Non-Survival of Representations and Warranties.  The representations
and warranties of Glyko, BioMarin and BioMarin Nova Scotia contained in this
Agreement shall terminate at the Effective Time, and only the covenants that by
their terms survive the Effective Time shall survive the Effective Time.

   9.2  Notices.  All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered Personally or by commercial
delivery service, or sent via telecopy (receipt confirmed) to the

                                     A-37



parties at the following addresses or telecopy numbers (or at such other
address or telecopy numbers for a party as shall be specified by like notice):

                        (a) if to BioMarin to:

                            BioMarin Pharmaceutical Inc.
                            371 Bel Marin Keys Boulevard
                            Suite 210
                            Novato, California 94949

                            Attention: Fredric Price
                            Chairman and Chief Executive Officer

                            Telephone No.: (415) 884-6715
                            Telecopy No.: (415) 382-7889

                            with a copy to:

                            Cassels Brock & Blackwell LLP
                            Scotia Plaza, Suite 2100
                            40 King Street West
                            Toronto, Ontario M5H 3C2

                            Attention: Mark Bennett, Esq.

                            Telephone No.: (416) 869-5407
                            Telecopy No.: (416) 350-6933

                            and to:

                            Paul, Hastings, Janofsky & Walker LLP
                            555 South Flower Street
                            23/rd/ Floor
                            Los Angeles, California 90071-2371

                            Attention: Siobhan Burke, Esq.

                            Telephone No.: (213) 683-6282
                            Telecopy No.: (213) 627-0705

                        (b) if to Glyko, to:

                            Glyko Biomedical Ltd.
                            199 Bay Street
                            Box 25, Commerce Court West
                            Toronto, Ontario M5L 1A9

                            Attention: Joerg Gruber
                            Chairman

                            Telephone No.: +44 (20) 7349-3101
                            Telecopy No.: +44 (20) 7349-3140

                            with a copy to:

                            Blake, Cassels & Graydon LLP
                            199 Bay Street
                            Box 25, Commerce Court West
                            Toronto, Ontario M5L 1A9

                                     A-38



                            Attention: John A. Kolada, Esq.

                            Telephone No.: (416) 863-4171
                            Facsimile No.: (416) 863-2653

   9.3  Interpretation.  When a reference is made in this Agreement to
Exhibits, such reference shall be to an Exhibit to this Agreement unless
otherwise indicated. When a reference is made in this Agreement to Sections,
such reference shall be to a Section of this Agreement. Unless otherwise
indicated the words "include," "includes" and "including" when used herein
shall be deemed in each case to be followed by the words "without limitation."
The table of contents and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. When reference is made herein to "the
business of" an Entity, such reference shall be deemed to include the business
of all direct and indirect Subsidiaries of such Entity. Reference to the
Subsidiaries of an Entity shall be deemed to include all direct and indirect
Subsidiaries of such Entity.

   9.4  Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.

   9.5  Entire Agreement; Third Party Beneficiaries.  This Agreement and the
documents and instruments and other agreements among the parties hereto as
contemplated by or referred to herein, including Glyko Disclosure Letter and
the BioMarin Disclosure Letter (a) constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof, it being understood that the
Confidentiality Agreement shall continue in full force and effect until the
Closing and shall survive any termination of this Agreement (other than as set
forth in Section 6.1(a)); and (b) are not intended to confer upon any other
Person any rights or remedies hereunder except as provided under Section 6.10.

   9.6  Severability.  In the event that any provision of this Agreement, or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other Persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.

   9.7  Governing Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the state of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof. In any action between the parties arising out of or relating to this
Agreement or any of the transactions contemplated by this Agreement: (a) each
of the parties irrevocably and unconditionally consents and submits to the
non-exclusive jurisdiction and venue of the state and federal courts located in
the state of California; (b) if any such action is commenced in a state court,
then, subject to applicable law, no party shall object to the removal of such
action to any federal court located in the Northern District of California;
(c); each of the parties hereby waives, and agrees not to assert in any such
action, any claim that it is not personally subject to the jurisdiction of such
court, that the action is brought in an inconvenient forum or that the venue of
the action is improper; and (d) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested,
postage prepaid, to the address at which such party is to receive notice in
accordance with Section 9.2.

   9.8  Rules of Construction.  The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation,

                                     A-39



holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.

   9.9  Assignment.  This Agreement shall be binding upon, and shall be
enforceable by and inure solely to the benefit of, the parties hereto and their
respective successors and assigns; provided, however, that (i) neither this
Agreement nor any of Glyko's rights hereunder may be assigned by Glyko without
the prior written consent of BioMarin and (ii) neither this Agreement nor any
of BioMarin's or BioMarin Nova Scotia's rights hereunder may be assigned by
BioMarin or BioMarin Nova Scotia without the prior written consent of Glyko
(other than an assignment to a direct or indirect wholly-owned Subsidiary of
BioMarin provided that such assignment shall not release BioMarin from
liability hereunder), and any attempted assignment of this Agreement or any of
such rights by Glyko or BioMarin and BioMarin Nova Scotia, as the case may be,
without such consent or except as provided for herein shall be void and of no
effect.

   9.10  WAIVER OF JURY TRIAL.  EACH OF BIOMARIN, BIOMARIN NOVA SCOTIA AND
GLYKO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF BIOMARIN,
BIOMARIN NOVA SCOTIA AND GLYKO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
AND ENFORCEMENT HEREOF.

   9.11  Currency.  Unless otherwise specified, all sums of money referred to
in this Agreement are expressed in U.S. currency.

   9.12  Glyko Disclosure Letter.  The Glyko Disclosure Letter shall be
arranged in separate parts corresponding to the numbered and lettered sections
contained in Article 2 and Section 6.8, and the information disclosed in any
numbered or lettered part shall be deemed to relate to and to qualify only the
particular representation or warranty set forth in the corresponding numbered
or lettered section in Article 2 and Section 6.8, and shall not be deemed to
relate to or to qualify any other representation or warranty.

   9.13  BioMarin Disclosure Letter.  The BioMarin Disclosure Letter shall be
arranged in separate parts corresponding to the numbered and lettered sections
contained in Article 3, and the information disclosed in any numbered or
lettered part shall be deemed to relate to and to qualify only the particular
representation or warranty set forth in the corresponding numbered or lettered
section in Article 3, and shall not be deemed to relate to or to qualify any
other representation or warranty.

   9.14  Attorneys' Fees.  In any action at law or suit in equity to enforce
this Agreement or the rights of any of the parties hereunder commenced or
initiated after the Effective Date, the prevailing party in such action or suit
shall be entitled to receive a reasonable sum for its attorneys' fees and all
other reasonable costs and expenses incurred in such action or suit.

                                  ARTICLE 10

                            ADDITIONAL DEFINITIONS

   10.1  Additional Definitions.  In this Agreement, unless there is something
in the subject matter or context inconsistent therewith, the following terms
shall have the following meanings respectively:

   "Acquisition Proposal" means any offer, proposal or inquiry (other than an
offer or proposal by BioMarin) contemplating or otherwise relating to any
Acquisition Transaction.

   "Acquisition Transaction" means any transaction or series of transactions
involving:

      (a) any merger, consolidation, amalgamation, share exchange, business
          combination, issuance of securities, acquisition of securities,
          tender offer, exchange offer or other similar transaction (i) in

                                     A-40



          which Glyko is a constituent company, or (ii) in which a Person or
          "group" (as defined in the United States 1934 Act) of Persons
          directly or indirectly acquires beneficial or record ownership of
          securities representing, or exchangeable for or convertible into,
          more than 20 percent of the outstanding securities of any class of
          voting securities of Glyko;

      (b) any sale, lease, exchange, transfer, license, acquisition or
          disposition of more than 20 percent of the assets of Glyko; or

      (c) any liquidation or dissolution of Glyko.

   "Agreement" means this Acquisition Agreement for a Plan of Arrangement, as
it may be amended from time to time.

   "Appropriate Regulatory Approvals" means those sanctions, rulings, consents,
orders, exemptions, permits and other approvals (including the lapse, without
objection, of a prescribed time under a statute or regulation that states that
a transaction may be implemented if a prescribed time lapses following the
giving of notice without an objection being made) of Governmental Bodies,
regulatory agencies or self-regulatory organizations, as set out in Exhibit C
to this Agreement.

   "Approvals" means franchises, grants, authorizations, licenses, permits,
easements, consents, certificates, approvals and orders.

   "Arrangement" means a plan of arrangement under Section 192 of the CBCA on
the terms and subject to the conditions set out in this Agreement and the Plan
of Arrangement, subject to any amendments or variations thereto made in
accordance with the provisions of this Agreement or made at the direction of
the Court in the Final Order.

   "Arrangement Resolution" means the special resolution of the holders of
Glyko Common Shares approving the Arrangement to be substantially in the form
and content of Exhibit A annexed hereto.

   "Articles of Arrangement" means the articles of arrangement of Glyko in
respect of the Arrangement, required by the CBCA to be filed with the Director
after the Final Order is made.

   "BioMarin Common Stock" means the common stock of BioMarin, par value $0.001
per share.

   "BioMarin Contract" means any Contract to which BioMarin or any of its
Subsidiaries is a party or by which it or any of its Subsidiaries is bound.

   "BioMarin Intellectual Property" means the Intellectual Property owned by
BioMarin used in BioMarin's business as currently conducted and material
thereto.

   "BioMarin's Knowledge" means the best of the knowledge of BioMarin, based
upon the knowledge of any of the directors and officers of BioMarin after due
and reasonable inquiry of such matter.

   "BioMarin Stockholders Meeting" means the meeting of the stockholders of
BioMarin to consider and approve the issuance of BioMarin Common Stock in
connection with the Arrangement and such other matters as may be necessary in
connection with the other transactions contemplated by this Agreement.

   "Board of Directors" when used with respect to an Entity means the board of
directors of such Entity.

   "Canadian GAAP" means those accounting principles generally recognized as
being accepted in Canada from time to time as set out in the handbook published
by the Canadian Institute of Chartered Accountants.

                                     A-41



   "Canadian Securities Legislation" means the statutory securities laws in
each province of Canada applicable to Glyko, together with the regulations
promulgated thereunder, together with the rules, policies, orders and
requirements of the securities regulatory authorities in each such province.

   "CBCA" means the Canada Business Corporations Act, as amended.

   "Commissions" means the securities commissions which administer Canadian
Securities Legislation.

   "Consent" means any approval, consent, ratification, permission, waiver,
permit or authorization (including any Governmental Authorization).

   "Continuance" means the discontinuance of Glyko under the CBCA pursuant to
Section 188 of the CBCA and the continuance of Glyko under the BC Act pursuant
to Section 36 of the BC Act.

   "Continuance Resolution" means the special resolution of the holders of
Glyko Common Shares approving the Continuance in accordance with the
requirements of the CBCA.

   "Contract" means any written, oral or other agreement, contract,
subcontract, lease, understanding, instrument, note, option, warranty, purchase
order, license, sublicense, insurance policy, benefit plan or commitment or
undertaking of any nature.

   "Court" means the Ontario Superior Court of Justice.

   "Director" means the Director or other duly authorized person performing the
duties as Director under the CBCA.

   "Dissenters' Rights" has the meaning ascribed thereto in section 1.6.

   "Dissenting Shares" has the meaning ascribed thereto in section 1.6.

   "Effective Date" means the date shown on the certificate of arrangement to
be issued by the Director under the CBCA giving effect to the Arrangement.

   "Effective Time" has the meaning ascribed thereto in the Plan of Arrangement.

   "Encumbrance" means any lien, pledge, hypothecation, charge, mortgage,
security interest, encumbrance, claim, infringement, interference, option,
right of first refusal, pre-emptive right, community property interest or
restriction of any nature (including any restriction on the voting of any
security, any restriction on the transfer of any security or other asset, any
restriction on the receipt of any income derived from any asset, any
restriction on the use of any asset and any restriction on the possession,
exercise or transfer of any other attribute of ownership of any asset).

   "Entity" means any corporation (including any non-profit corporation),
general partnership, limited partnership, limited liability partnership, joint
venture, estate, trust, company (including any company limited by shares,
limited liability company or joint stock company), firm, society or other
enterprise, association, organization or other entity.

   "Environmental Laws" means all applicable Legal Requirements relating to the
protection of the environment, including any such environmental laws relating
to a discharge, spill, emission or other release, whether actual or potential,
of any contaminant (as defined in the Environmental Protection Act (Ontario))
and any other applicable legislation, regulation or guideline, as well as any
environmental order, directive or decision rendered by any Governmental Body.

                                     A-42



   "Exchange Ratio" means the portion of a share of BioMarin Common Stock to be
issued in exchange for each Glyko Common Share being equal to 11,367,617
divided by the total number of outstanding Glyko Common Shares as of the
Effective Time.

   "Final Order" means the final order of the Court approving the Arrangement
as such order may be amended at any time prior to the Effective Date or, if
appealed, then, unless such appeal is withdrawn or denied, as affirmed.

   "Glyko Common Shares" means the common shares of Glyko as currently
constituted.

   "Glyko Contract" means any Contract to which Glyko is a party or by which
Glyko is bound.

   "Glyko's Knowledge" means the actual knowledge (without independent inquiry)
of the directors of Glyko.

   "Glyko Regulatory Reports" means all the filings and documents, including
any schedules included therein, required to be filed by Glyko pursuant to
Canadian Securities Legislation and the requirements of the TSE.

   "Glyko Shareholders Meeting" means the meeting of the shareholders of Glyko
to consider the Continuance Resolution and the Arrangement Resolution.

   "Glyko Stock Option" means Options to acquire Glyko Common Shares pursuant
to the Stock Option Plan.

   "Governmental Authorization" means any: (a) permit, license, certificate,
franchise, permission, variance, clearance, registration, qualification,
exemption, order, approval or authorization issued, granted, given or otherwise
made available by or under the authority of any Governmental Body or pursuant
to any Legal Requirement; or (b) right under any Contract with any Governmental
Body.

   "Governmental Body" means any: (a) nation, state, provincial, commonwealth,
province, territory, county, municipality, district or other jurisdiction of
any nature; (b) federal, state, provincial, local, municipal, foreign or other
government; or (c) governmental, quasi-governmental or regulatory authority of
any nature (including any governmental division, department, agency,
commission, instrumentality, official, ministry, fund, foundation, centre,
organization, unit, body or Entity and any court or other tribunal and
including the SEC, OSC, TSE, SWX Swiss Exchange and Nasdaq.

   "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.

   "Implementation Time" has the meaning ascribed thereto in the Plan of
Arrangement.

   "Intellectual Property" means industrial and intellectual property including:

      (a) all registered or unregistered trade-marks, trade names, business
          names, domain names, brand names, brands, designs, logos, identifying
          indicia and service marks, including any goodwill attaching thereto
          and all registrations and applications relating thereto
          (collectively, the "Trade-Marks");

      (b) all inventions, patents, patent rights, patent applications
          (including all reissues, divisions, continuations,
          continuations-in-part and extensions of any patent or patent
          application), industrial designs and applications for registration of
          industrial designs;

      (c) all copyrights, registrations and applications for registration of
          copyrights and works of authorship including all computer programs
          (including source code), databases and related works; and

                                     A-43



      (d) all processes, data, trade secrets, designs, know-how, product
          information, manuals, technology, research and development reports,
          technical information, technical assistance, design specifications,
          and similar materials recording or evidencing expertise or
          proprietary information.

   "Interim Order" means the interim order of the Court in respect of the
Arrangement, as contemplated by Section 1.3.

   "Joint Proxy Circular" means the notice of the Glyko Shareholders' Meeting
and the notice of the BioMarin Stockholders' Meeting and accompanying
management information circular and proxy statement to be sent to holders of
Glyko Common Shares in connection with the Glyko Shareholders' Meeting and to
be sent to holders of BioMarin Common Stock in connection with the BioMarin
Stockholders' Meeting, including all appendices thereto.

   "Legal Proceeding" means any action, suit, litigation, arbitration or
proceeding (including any civil, criminal, administrative, investigative or
appellate proceeding) before any court or other Governmental Body or any
arbitrator or arbitration panel.

   "Legal Requirement" means (i) any federal, state, provincial, regional,
local, municipal, foreign or other law, statute, constitution, principle of
common law, edict, decree, rule, regulation, ruling or requirement issued,
enacted, adopted, promulgated, implemented or otherwise put into effect by or
under the authority of any Governmental Body and (ii) all requirements set
forth in applicable Contracts.

   "License Agreements" has the meaning ascribed thereto in the definition of
"Licensed Intellectual Property";

   "Licensed Intellectual Property" means all Intellectual Property used under
licenses and other contracts granting a license or other right to use such
Intellectual Property (''License Agreements'');

   "Material Adverse Effect" or "Material Adverse Change," when used in
connection with an Entity, means any change, event, violation, inaccuracy,
circumstance or effect, individually or when aggregated with other changes,
events, violations, inaccuracies, circumstances or effects (considered together
with all other matters that would constitute exceptions to the representations
and warranties set forth in this Agreement but for the presence of "Material
Adverse Effect" or other materiality qualifications, or any similar
qualifications, in such representations and warranties), that is or could
reasonably be expected to be materially adverse to or have a material adverse
effect on (a) the business, assets (including intangible assets),
capitalization, condition, liabilities, financial performance or results of
operations of such Entity and its Subsidiaries taken as a whole; provided,
however, that no Material Adverse Effect or Material Adverse Change shall be
deemed to have occurred solely as a result of any change in (i) the trading
price of BioMarin Common Stock or Glyko Common Shares, respectively, that is
unrelated to any change, event or circumstance materially adverse to the
business, assets (including intangible assets), capitalization, condition,
liabilities, financial performance or results of operations of BioMarin or
Glyko, as the case may be, (ii) Canadian GAAP or U.S. GAAP or (iii) any
federal, state, provincial, regional, local, municipal, foreign or other law,
statute, constitution, principle of common law edict, decree, rule, regulation,
ruling or requirement issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any Governmental Body or
(b) the ability of the Entity or its Subsidiaries to consummate the Arrangement
or any of the other transactions contemplated by this Agreement or to perform
any of its obligations under this Agreement.

   "Material Contract" means and includes:

           (i)  any Contract relating to the employment of, or the performance
                of services by, any employee or consultant; any Contract
                pursuant to which Glyko is or may become obligated to make any
                severance, termination or similar payment to any current or
                former employee

                                     A-44



                or director; and any Contract pursuant to which Glyko is or may
                become obligated to make any bonus or similar payment (other
                than payments in respect of salary) in excess of $25,000 to any
                current or former employee or director;

           (ii) any Contract which provides for indemnification of any officer,
                director, employee or agent;

          (iii) any Contract imposing any restriction on the right or ability
                of Glyko (A) to compete with any other Person, (B) to acquire
                any product or other asset or any services from any other
                Person, (C) to solicit, hire or retain any Person as an
                employee, consultant or independent contractor, (D) to develop,
                sell, supply, distribute, offer, support or service any product
                or any technology or other asset to or for any other Person,
                (E) to perform services for any other Person, or (F) to
                transact business or deal in any other manner with any other
                Person;

           (iv) any Contract (A) relating to the acquisition, issuance, voting,
                registration, sale or transfer of any securities, (B) providing
                any Person with any pre-emptive right, right of participation,
                right of maintenance or any similar right with respect to any
                securities, or (C) providing Glyko with any right of first
                refusal with respect to, or right to purchase or otherwise
                acquire, any securities;

           (v)  any Contract relating to any currency hedging;

           (vi) any Contract imposing any confidentiality obligation on Glyko;

          (vii) any Contract (A) to which any Governmental Body is a party or
                under which any Governmental Body has any rights or
                obligations, or (B) directly or indirectly benefiting any
                Governmental Body (including any subcontract or other Contract
                between Glyko and any contractor or subcontractor to any
                Governmental Body);

         (viii) any Contract requiring that Glyko give any notice or provide
                any information to any Person prior to considering or accepting
                any Acquisition Proposal or similar proposal, or prior to
                entering into any discussions, agreement, arrangement or
                understanding relating to any Acquisition Transaction or
                similar transaction;

           (ix) any Contract that has a term of more than 60 days and that may
                not be terminated by Glyko (without penalty) within 60 days
                after the delivery of a termination notice by Glyko;

           (x)  any Contract that contemplates or involves the payment or
                delivery of cash or other consideration in an amount or having
                a value in excess of $25,000 in the aggregate, or contemplates
                or involves the performance of services having a value in
                excess of $25,000 in the aggregate;

           (xi) any Contract (not otherwise identified in clauses "(i)" through
                "(x)" of this sentence) that could reasonably be expected to
                have a material effect on the business, condition,
                capitalization, assets, liabilities, operations or financial
                performance of Glyko or to any of the transactions contemplated
                by this Agreement; and

          (xii) any other Contract, if a breach of such Contract could
                reasonably be expected to have a Material Adverse Effect on
                Glyko.

   "Options" means and includes, in respect of a particular Entity,
subscriptions, options, calls, warrants and other rights commitments or
agreements of any character (whether or not currently exercisable) to acquire
securities of the Entity in question.

   "OSC" means the Ontario Securities Commission.

   "Person" means any individual, Entity or Governmental Body.

                                     A-45



   "Plan of Arrangement" means the plan of arrangement substantially in the
form and content of Exhibit B annexed hereto and any amendments or variations
thereto made in accordance with the provisions of this Agreement or made at the
direction of the Court in the Final Order and which are acceptable to BioMarin
and Glyko.

   "Registrar" means the Registrar of Companies or other duly authorized person
performing the duties as registrar under the BC Act.

   "Representatives" means officers, directors, employees, agents, attorneys,
auditors, advisors and representatives.

   "Required BioMarin Stockholder Vote" means the affirmative vote of at least
a majority of the votes cast by holders of the outstanding BioMarin Common
Stock voting on the resolution to approve the Arrangement including, without
limitation, the issuance of the BioMarin Common Stock in connection with the
Arrangement.

   "Required Glyko Shareholder Vote" means the affirmative vote of at least
66 2/3 percent of the votes cast by holders of the outstanding Glyko Common
Shares voting on the Continuance Resolution and the Arrangement Resolution.

   "Return" means any return (including any information return), report,
statement, declaration, estimate, schedule, notice, notification, form,
election, certificate or other document or information filed with or submitted
to, or required to be filed with or submitted to, any Governmental Body in
connection with the determination, assessment, collection or payment of any Tax
or in connection with the administration, implementation or enforcement of or
compliance with any Legal Requirement relating to any Tax.

   "SEC" means the United States Securities and Exchange Commission.

   "Securities Exemption Orders" means discretionary orders of the Commissions
exempting the trades contemplated by the Plan of Arrangement from the
registration and prospectus requirements of applicable Canadian Securities
Legislation, including, but not limited to, the distribution of BioMarin Common
Stock, the distribution of any securities upon the conversion or exchange of
such securities in accordance with their terms (including in connection with
the replacement of the Glyko Stock Options), or the resale by holders of any
securities distributed to them pursuant to the Arrangement or upon the
conversion or exercise of any security issued to them pursuant to the Plan of
Arrangement, including, but not limited to, the resale of BioMarin Common Stock.

   "Stock Option Plan" means the 1994 Glyko stock option plan, as amended.

   "Subsidiary" shall mean, with respect to any non-natural Person, any other
non-natural Person in which such non-natural Person then owns directly or
indirectly shares of capital stock possessing 50% or more of the total combined
voting power of all classes of stock of such other non-natural Person.

   "Superior Offer" means an unsolicited, bona fide written offer made by a
third party (other than BioMarin or its affiliates) which, if consummated,
would result in such third party acquiring, directly or indirectly, securities
representing more than 50 percent of the voting power of the shares of Glyko or
the resulting Entity of such transaction or all or substantially all of the
assets of Glyko, in each case on terms which the Board of Directors of Glyko
reasonably determines (following receipt of advice of its financial advisors of
nationally recognized reputation and outside counsel) to be more favourable to
Glyko's shareholders than the terms of the Arrangement.

   "Tax" or "Taxes" refers to any and all federal, provincial, regional, state,
municipal, local and foreign taxes, assessments and other governmental charges,
tariffs, duties (including customs duties), levies, assessments, deficiencies,
fees, impositions and liabilities relating to taxes, including taxes based upon
or measured by gross

                                     A-46



receipts, income, capital gains, profits, sales, use and occupation, and value
added, ad valorem, transfer, surtax, stamp, transfer, property, franchise,
withholding, payroll, recapture, employment, excise, goods and services, health
insurance, use, business, workers' compensation and property taxes and any
related charge or amount (including any fine, penalty or interest), imposed,
assessed or collected by or under the authority of any Governmental Body and
any obligations under any agreements or arrangements with any other Person with
respect to such amounts and including any liability for taxes of a predecessor
Entity.

   "TSE" means the Toronto Stock Exchange.

   "U.S. Dollar Equivalent" has the meaning ascribed thereto in the Plan of
Arrangement.

   "U.S. GAAP" means United States generally accepted accounting principles.

   "United States 1933 Act" means the United States Securities Act of 1933, as
amended, together with the rules and regulations promulgated thereunder.

   "United States 1934 Act" means the United States Securities Exchange Act of
1934, as amended, together with the rules and regulations promulgated
thereunder.

   "United States Code" means the United States Internal Revenue Code of 1986,
as amended, together with the rules and regulations promulgated thereunder.

   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.

                                           BIOMARIN PHARMACEUTICAL INC.

                                           By:    /s/  CHRISTOPHER M. STARR

                                           Name:  Christopher M. Starr, Ph.D.

                                           Title: Senior Vice President,
                                                  Research and Development

                                           BIOMARIN ACQUISITION (NOVA SCOTIA)
                                             COMPANY

                                           By:    /s/  CHRISTOPHER M. STARR

                                           Name:  Christopher M. Starr, Ph.D.

                                           Title: President

                                           GLYKO BIOMEDICAL LTD.

                                           By:    /s/  JOERG GRUBER

                                           Name:  Joerg Gruber

                                           Title: Chairman

                                     A-47



                                   ANNEX A-1
                              AMENDING AGREEMENT

   This AMENDING AGREEMENT (this "Agreement") is made and entered into as of
May 16, 2002, among BIOMARIN PHARMACEUTICAL INC. ("BioMarin"), a corporation
existing under the laws of Delaware, BIOMARIN ACQUISITION (NOVA SCOTIA)
COMPANY, an unlimited liability company existing under the Companies Act (Nova
Scotia) and a wholly owned Subsidiary of BioMarin ("BioMarin Nova Scotia") and
GLYKO BIOMEDICAL LTD., a corporation existing under the laws of Canada
("Glyko").

                                   RECITALS

   A.  BioMarin, BioMarin Nova Scotia and Glyko have entered into an
Acquisition Agreement for a Plan of Arrangement (the "Acquisition Agreement")
dated February 6, 2002.

   B.  The parties desire to amend certain terms of the Acquisition Agreement
as set forth herein.

   C.  Capitalized terms used herein, if not otherwise defined, shall have the
meanings given to them in the Acquisition Agreement.

   NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree that the Acquisition Agreement shall be amended as follows:

                                   AMENDMENT

   1.1  The reference to May 31, 2002 in Section 5.2(a) of the Acquisition
Agreement shall be amended to refer to August 23, 2002 such that Section 5.2(a)
shall read as follows:

   "5.2  Meeting of Glyko Shareholders

      (a) Promptly after the date hereof, Glyko will take all action pursuant
   to the requirements of the CBCA, the Interim Order, Canadian Securities
   Legislation (and all other applicable securities laws), the TSE and Glyko
   Charter Documents to convene the Glyko Shareholders Meeting to be held as
   promptly as practicable, and in any event Glyko will use its commercially
   reasonable efforts to convene such meeting not later than August 23, 2002
   for the purpose of voting upon the Continuance and the Arrangement. Glyko
   shall ensure that the Glyko Shareholders Meeting is called, noticed,
   convened, held and conducted, and that all proxies solicited in connection
   with the Glyko Shareholders Meeting are solicited, in compliance with all
   applicable Legal Requirements (including the Interim Order and Glyko Charter
   Documents). Glyko's obligation to call, give notice of, convene and hold the
   Glyko Shareholders Meeting in accordance with this Section 5.2(a) shall not
   be limited or otherwise affected by the commencement, disclosure,
   announcement or submission of any Superior Offer or other Acquisition
   Proposal. Subject to any withheld, withdrawn, amended or modified
   recommendation of the Glyko Board of Directors in accordance with Section
   5.2(c), Glyko will use its commercially reasonable efforts to solicit from
   its shareholders proxies in favor of the approval of the Arrangement.
   Notwithstanding anything to the contrary contained in this Agreement, Glyko
   may adjourn or postpone the Glyko Shareholders Meeting to the extent
   necessary to ensure that any necessary supplement or amendment to the Joint
   Proxy Circular is provided to Glyko's shareholders in advance of a vote on
   the Continuance or the Arrangement or, if as of the time for which the Glyko
   Shareholders Meeting is originally scheduled (as set forth in the Joint
   Proxy Circular) there are insufficient Glyko Common Shares represented
   (either in Person or by proxy) to constitute a quorum necessary to conduct
   the business of the Glyko Shareholders Meeting."

                                     A-1-1



   1.2  The reference to May 31, 2002 in Section 5.3 of the Acquisition
Agreement shall be amended to refer to August 23, 2002 such that Section 5.3
shall read as follows:

   "5.3  Meeting of BioMarin Stockholders.  Promptly after the date hereof,
BioMarin will take all action pursuant to the requirements of the Delaware
General Corporation Law, the United States 1933 Act, the United States 1934 Act
(and all other applicable securities laws), Nasdaq, SWX Swiss Exchange and
BioMarin Charter Documents to convene the BioMarin Stockholders Meeting to be
held as promptly as practicable, and in any event BioMarin will use its
commercially reasonable efforts to convene such meeting not later than August
23, 2002 for the purpose of considering the approval of the Arrangement
including, without limitation, the issuance of the BioMarin Common Stock in
connection with the Arrangement."

   1.3  The reference to June 15, 2002 in Section 8.1(b) of the Acquisition
Agreement shall be amended to refer to August 30, 2002 such that Section 8.1(b)
shall read as follows:

   "8.1  Termination

      (b) by either Glyko or BioMarin if the Arrangement shall not have been
   consummated by August 30, 2002 for any reason; provided, however, that the
   right to terminate this Agreement under this Section 8.1(b) shall not be
   available to any party whose action or failure to act has been a principal
   cause of or resulted in the failure of the Arrangement to occur on or before
   such date and such action or failure to act constitutes a breach of this
   Agreement;"

   1.5  All terms and conditions of the Acquisition Agreement, as amended as
set forth herein, shall remain in full force and effect.

                              GENERAL PROVISIONS

   2.1  Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.

   2.2  Severability.  In the event that any provision of this Agreement, or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other Persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.

   2.3  Governing Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the state of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof. In any action between the parties arising out of or relating to this
Agreement or any of the transactions contemplated by this Agreement: (a) each
of the parties irrevocably and unconditionally consents and submits to the
non-exclusive jurisdiction and venue of the state and federal courts located in
the state of California; (b) if any such action is commenced in a state court,
then, subject to applicable law, no party shall object to the removal of such
action to any federal court located in the Northern District of California; (c)
each of the parties hereby waives, and agrees not to assert in any such action,
any claim that it is not personally subject to the jurisdiction of such court,
that the action is brought in an inconvenient forum or that the venue of the
action is improper; and (d) each of the parties irrevocably consents to service
of process by first class certified mail, return receipt requested, postage
prepaid, to the address at which such party is to receive notice in accordance
with Section 9.2 of the Acquisition Agreement.

                                     A-1-2



   2.4  Rules of Construction.  The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule
of construction providing that ambiguities in an agreement or other document
will be construed against the party drafting such agreement or document.

   2.5  Assignment.  This Agreement shall be binding upon, and shall be
enforceable by and inure solely to the benefit of, the parties hereto and their
respective successors and assigns; provided, however, that (i) neither this
Agreement nor any of Glyko's rights hereunder may be assigned by Glyko without
the prior written consent of BioMarin and (ii) neither this Agreement nor any
of BioMarin's or BioMarin Nova Scotia's rights hereunder may be assigned by
BioMarin or BioMarin Nova Scotia without the prior written consent of Glyko
(other than an assignment to a direct or indirect wholly-owned Subsidiary of
BioMarin provided that such assignment shall not release BioMarin from
liability hereunder), and any attempted assignment of this Agreement or any of
such rights by Glyko or BioMarin and BioMarin Nova Scotia, as the case may be,
without such consent or except as provided for herein shall be void and of no
effect.

   2.6  WAIVER OF JURY TRIAL.  EACH OF BIOMARIN, BIOMARIN NOVA SCOTIA AND GLYKO
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF BIOMARIN, BIOMARIN NOVA SCOTIA
AND GLYKO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
HEREOF.

   2.7  Attorneys' Fees.  In any action at law or suit in equity to enforce
this Agreement or the rights of any of the parties hereunder commenced or
initiated after the Effective Date, the prevailing party in such action or suit
shall be entitled to receive a reasonable sum for its attorneys' fees and all
other reasonable costs and expenses incurred in such action or suit.

   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.

                                           BIOMARIN PHARMACEUTICAL INC.


                                           By:    /S/  CHRISTOPHER M. STARR
                                                  -----------------------------


                                           Name:  Christopher M. Starr, Ph.D.
                                                  -----------------------------


                                           Title: Secretary
                                                  -----------------------------

                                           BIOMARIN ACQUISITION (NOVA SCOTIA)
                                           COMPANY


                                           By:    /S/  CHRISTOPHER M. STARR
                                                  -----------------------------


                                           Name:  Christopher M. Starr, Ph.D.
                                                  -----------------------------


                                           Title: President
                                                  -----------------------------

                                           GLYKO BIOMEDICAL LTD.


                                           By:    /S/  JOERG GRUBER


                                           Name:  Joerg Gruber


                                           Title: Chairman

                                     A-1-3



                                    ANNEX B

                                    FORM OF
                     PLAN OF ARRANGEMENT UNDER SECTION 192
                    OF THE CANADA BUSINESS CORPORATIONS ACT

                                   ARTICLE 1
                        DEFINITIONS AND INTERPRETATION

   Section 1.01  Definitions.  In this Plan of Arrangement the following words
and phrases shall have the meanings hereinafter set forth:

     (a) "Act" means the Canada Business Corporations Act, including the
         regulations made thereunder, as now in effect and as it may be amended
         from time to time;

     (b) "Acquisition Agreement" means the Acquisition Agreement for a Plan of
         Arrangement by and among BioMarin, BioMarin Nova Scotia and Glyko
         dated as of February 6, 2002, as the same may be amended, supplemented
         and/or restated from time to time;

     (c) "Arrangement" means the arrangement contemplated herein to be made on
         the terms set out in this Plan subject to any amendments or variations
         thereto made in accordance with the Acquisition Agreement and the
         terms hereof or made at the direction of the Court in the Final Order;

     (d) "Arrangement Resolution" means the special resolution in respect of
         the Arrangement to be considered and approved by Glyko Common
         Shareholders at the Meeting to be substantially in the form and
         content of Exhibit A annexed to the Acquisition Agreement;

     (e) "Articles of Arrangement" means the articles of arrangement of Glyko
         in respect of the Arrangement that are required by the Act to be sent
         to the Director after the Final Order is made;

     (f) "BioMarin" means BioMarin Pharmaceutical Inc., a Delaware corporation;

     (g) "BioMarin Common Stock" means the shares of common stock par value
         U.S.$0.001 per share of BioMarin as currently constituted;

     (h) "BioMarin Nova Scotia" means BioMarin Acquisition (Nova Scotia)
         Company, an unlimited liability company incorporated under the
         Companies Act (Nova Scotia);

     (i) "BioMarin Average Trading Price" means the average closing price of
         shares of BioMarin Common Stock on Nasdaq during a period of 20
         consecutive trading days ending on the second trading day immediately
         preceding the Effective Date;

     (j) "Board of Directors" means the board of directors of Glyko;

     (k) "Business Day" means any day other than a Saturday, a Sunday or a day
         when banks are not open for business in either San Francisco,
         California or Toronto, Ontario;

     (l) "Canadian Dollar Equivalent" means, in respect of an amount expressed
         in a currency other than Canadian dollars (the "Foreign Currency
         Amount") at any date the product obtained by multiplying (a) the
         Foreign Currency Amount by (b) the noon spot exchange rate on such
         date for such foreign currency expressed in Canadian dollars as
         reported by the Bank of Canada or, if such spot exchange rate is not
         available, such exchange rate on such date for such foreign currency
         expressed in Canadian dollars as may be deemed by the Board of
         Directors to be appropriate for such purpose;

     (m) "Certificate of Arrangement" means the certificate of arrangement
         endorsed upon the Articles of Arrangement of Glyko by the Director;

     (n) "Circular" means the notice of the Meeting and accompanying management
         information circular, including the schedules attached thereto and all
         amendments from time to time made thereto, to be sent to Glyko Common
         Shareholders in connection with the Meeting;

                                      B-1



     (o) "Continuance Resolution" means the special resolution in respect of
         the continuance of Glyko under the laws of British Columbia to be
         considered and approved by Glyko Common Shareholders at the Meeting;

     (p) "Court" means the Supreme Court of Ontario;

     (q) "Depositary" means Computershare Trust Company at its offices located
         in Toronto, Ontario;

     (r) "Director" means the Director appointed pursuant to Section 260 of the
         Act;

     (s) "Dissent Rights" shall have the meaning ascribed thereto in Section
         3.01;

     (t) "Dissenting Shareholder" means a Glyko Common Shareholder who dissents
         in respect of the Arrangement Resolution in strict compliance with the
         Dissent Rights;

     (u) "Dissenting Shares" means the shares of any Glyko Common Shareholder
         who has demanded and perfected Dissent Rights in respect of such Glyko
         Common Shares in accordance with the Interim Order and the Act and
         who, as of the Effective Time, has not effectively withdrawn or lost
         such Dissent Rights;

     (v) "Effective Date" means the date of the Certificate of Arrangement;

     (w) "Effective Time" means 12:01 a.m. (Eastern time) on the Effective Date;

     (x) "Exchange Ratio" means 0.3309, subject to adjustment in accordance
         with Section 2.03;

     (y) "Final Order" means the final order of the Court approving the
         Arrangement as such order may be amended by the Court at any time
         prior to the Effective Date or, if appealed, then, unless such appeal
         is withdrawn or denied, such order as affirmed;

     (z) "Glyko" means Glyko Biomedical Ltd., a corporation incorporated under
         the Act;

    (aa) "Glyko Common Shareholders" means the registered holders of Glyko
         Common Shares;

    (bb) "Glyko Common Shares" means the common shares in the capital of Glyko
         as constituted immediately prior to the Implementation Time;

    (cc) "Glyko Options" means all unexpired options to purchase Glyko Common
         Shares outstanding immediately prior to the Implementation Time;

    (dd) "Governmental Body" means any: (a) nation, state, commonwealth,
         province, territory, county, municipality, district or other
         jurisdiction of any nature; (b) federal, state, provincial, local,
         municipal, foreign or other government; or (c) governmental,
         quasi-governmental or regulatory authority of any nature (including
         any governmental division, department, agency, commission,
         instrumentality, official, ministry, fund, foundation, centre,
         organization, unit, body or other person and any court or other
         tribunal);

    (ee) "Implementation Time" means 12:01 a.m. (Pacific time) on the date that
         is the earlier of (a) the date that Glyko is continued under the laws
         of British Columbia, (b) the date upon which the Board of Directors
         resolves to implement the Arrangement, which in no event may be prior
         to the Effective Date or (c) the date that is 10 days following the
         Effective Date;

    (ff) "Interim Order" means the interim order of the Court, as the same may
         be amended, in respect of the Arrangement;

    (gg) "Letter of Transmittal" means the Letter of Transmittal for use by
         Glyko Common Shareholders, in the form accompanying the Circular;

    (hh) "Meeting" means the special meeting of Glyko Common Shareholders, and
         all adjournments and postponements thereof, called and held to, among
         other things, consider and approve the Continuance Resolution and the
         Arrangement Resolution;

                                      B-2



    (ii) "Nasdaq" means the Nasdaq National Market;

    (jj) "person" means and includes any individual, corporation (including any
         non-profit corporation), general partnership, limited partnership,
         limited liability partnership, joint venture, estate, trust, company
         (including any company limited by shares, limited liability company or
         joint stock company), firm, society or other enterprise, association,
         organization, or Governmental Body;

    (kk) "Replacement Option" shall have the meaning ascribed thereto in
         Section 2.02(c);

    (ll) "this Plan," "Plan of Arrangement," "hereof," "herein," "hereto" and
         like references mean and refer to this plan of arrangement; and

    (mm) "U.S. Dollar Equivalent" means, in respect of an amount expressed in
         Canadian dollars at any date, the product obtained by multiplying: (a)
         the number of Canadian dollars, by (b) the noon spot exchange rate on
         such date for such Canadian dollars expressed in United States dollars
         as reported by the Bank of Canada or, if such spot exchange rate is
         not available, such exchange rate on such date for Canadian dollars
         expressed in United States dollars as may be deemed by the Board of
         Directors to be appropriate for such purpose.

   Words and phrases used herein that are defined in the Act or the Acquisition
Agreement and not defined herein shall have the same meaning herein as in the
Act or the Acquisition Agreement, as applicable, unless the context otherwise
requires.

   Section 1.02  Interpretation Not Affected By Headings, etc.  The division of
this Plan into articles and sections and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof.

   Section 1.03  Gender and Number.  Unless the context requires the contrary,
words importing the singular only shall include the plural and vice versa and
words importing the use of any gender shall include all genders.

   Section 1.04  Date for Any Action.  In the event that the date on which any
action is required to be taken hereunder by any of the parties is not a
Business Day, such action shall be required to be taken on the next succeeding
day which is a Business Day.

   Section 1.05  Governing Law.  This Plan of Arrangement shall be governed by
and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein.

                                   ARTICLE 2
                                  ARRANGEMENT

   Section 2.01  Binding Effect.  This Plan of Arrangement will become
effective at, and be binding at and after, the Effective Time on (i) BioMarin,
(ii) BioMarin Nova Scotia, (iii) Glyko, (iv) all Glyko Common Shareholders, and
(v) all holders of Glyko Options.

   Section 2.02  Arrangement.  Beginning at the Implementation Time, the
following events or transactions shall occur and shall be deemed to occur in
the following sequence without any further act or formality:

   (a) each Glyko Common Share issued and outstanding immediately prior to the
       Implementation Time, other than any Dissenting Shares, will be
       automatically exchanged, subject to the provisions hereof, such that
       such Glyko Common Shares will be transferred to BioMarin Nova Scotia in
       exchange for the delivery by BioMarin Nova Scotia to the former holders
       of such Glyko Common Shares of that portion of a share of BioMarin
       Common Stock equal to the Exchange Ratio and each Glyko Common

                                      B-3



       Shareholder shall cease to be a holder of Glyko Common Shares and the
       name of each such holder shall be removed from the register of Glyko
       Common Shareholders and added to the register of holders of BioMarin
       Common Stock (whereupon there shall be no Glyko Common Shareholders
       other than BioMarin Nova Scotia);

   (b) in the event of an entitlement to receive a fraction of a share of
       BioMarin Common Stock, such holder shall have the rights provided for in
       Section 4.06; and

   (c) each Glyko Option shall be exchanged for an option (a "Replacement
       Option") to purchase a number of shares of BioMarin Common Stock equal
       to the product of the Exchange Ratio and the number of Glyko Common
       Shares issuable pursuant to such Glyko Option, whether exercisable or
       unexercisable, immediately prior to the Implementation Time, rounded
       down to the nearest whole number of shares. Such Replacement Option will
       provide for an exercise price per share of BioMarin Common Stock equal
       to the U.S. Dollar Equivalent (calculated on the date of the
       Implementation Time) of the per share exercise price of such Glyko
       Option divided by the Exchange Ratio, rounded up to the nearest whole
       cent. The term and vesting schedule of such Replacement Option shall be
       equivalent to those of the Glyko Option it replaces, except for such
       changes as are triggered by the entry by Glyko into this Plan of
       Arrangement. In such case any document or agreement evidencing a
       replaced Glyko Option shall be terminated.

   Subject to Section 2.03, the maximum number of shares of BioMarin Common
Stock issuable in connection with the exchange of Glyko Common Shares for
BioMarin Common Stock shall be 11,367,617 and, if the number of Glyko Common
Shares outstanding at the Implementation Time would result in a greater number
of shares of BioMarin Common Stock being issuable, then the Exchange Ratio
shall be adjusted accordingly.

   Section 2.03  Adjustment to Exchange Ratio.  The Exchange Ratio shall be
adjusted to reflect appropriately the effect of any stock split, reverse stock
split, stock dividend (including any dividend or distribution of securities
convertible into BioMarin Common Stock or Glyko Common Shares), cash dividends,
reorganization, recapitalization, combination, exchange of shares or other like
change with respect to BioMarin Common Stock or Glyko Common Shares occurring
after the date of the Acquisition Agreement and prior to the Implementation
Time.

                                   ARTICLE 3
                               RIGHTS OF DISSENT

   Section 3.01  Rights of Dissent.  Glyko Common Shareholders may in
connection with the Arrangement exercise rights of dissent with respect to such
shares pursuant to and in the manner set forth in Section 190 of the Act as the
same may be modified by the Interim Order or the Final Order (the "Dissent
Rights"). Glyko Common Shareholders who duly exercise such Dissent Rights and
who:

   (a) are ultimately determined to be entitled to be paid fair value for their
       Glyko Common Shares shall be deemed to have transferred such Glyko
       Common Shares to Glyko without any further act or formality and free and
       clear of all liens and encumbrances and such shares shall be cancelled
       at the Implementation Time; or

   (b) are ultimately determined not to be entitled, for any reason, to be paid
       fair value for their Glyko Common Shares shall be deemed to have
       participated in the Arrangement on the same basis as a non-dissenting
       holder of Glyko Common Shares and shall receive BioMarin Common Stock on
       the basis determined in accordance with Section 2.02(a),

       but in no case shall BioMarin, BioMarin Nova Scotia, Glyko or any other
       person be required to recognize such holders as Glyko Common Shares
       after the Implementation Time, and the names of such holders of Glyko
       Common Shareholders shall be deleted from the register of holders of
       Glyko Common Shares at the Implementation Time. Any Glyko Shareholders
       who duly exercise Dissent Rights and who are ultimately determined to be
       paid fair value for their Glyko Common Shares shall be paid solely from
       the assets of Glyko.

                                      B-4



                                   ARTICLE 4
                       CERTIFICATE AND FRACTIONAL SHARES

   Section 4.01  Issuance of Certificates Representing Shares of BioMarin
Common Stock.  Promptly after the Implementation Time, BioMarin shall cause
BioMarin Nova Scotia to make available to the Depositary, for exchange in
accordance with Article 2, the BioMarin Common Stock issuable in accordance
with the terms of the Arrangement and cash in an amount sufficient for payment
in lieu of fractional shares also in accordance with the terms of the
Arrangement. Upon surrender to the Depositary for cancellation of a certificate
which immediately prior to the Implementation Time represented Glyko Common
Shares, together with such other documents and instruments as would have been
required to effect the transfer of the shares formerly represented by such
certificate under the Act and the by-laws of Glyko and such additional
documents and instruments as Glyko, BioMarin Nova Scotia and the Depositary may
reasonably require, the holder of such surrendered certificate shall be
entitled to receive in exchange therefor, and the Depositary shall forthwith
deliver to such holder, a certificate representing that number (rounded down to
the nearest whole number) of shares of BioMarin Common Stock which such holder
has the right to receive (together with any dividends or distributions with
respect thereto pursuant to Section 4.05 and any cash in lieu of fractional
shares of BioMarin Common Stock pursuant to Section 4.06, less any amounts
withheld pursuant to Section 5.01), and any certificate so surrendered shall
forthwith be cancelled. In the event of a transfer of ownership of Glyko Common
Shares prior to the Implementation Time that is not registered in the transfer
records of Glyko, a certificate representing the proper number of shares of
BioMarin Common Stock may be issued to the transferee if the certificate
representing such Glyko Common Shares is presented to the Depositary,
accompanied by all documents required to evidence and effect such transfer.
Until surrendered as contemplated by this Section 4.01, each certificate which
immediately prior to the Implementation Time represented Glyko Common Shares
that were exchanged for shares of BioMarin Common Stock shall be deemed at all
times after the Implementation Time to represent only the right to receive upon
such surrender (i) the certificate representing shares of BioMarin Common Stock
as contemplated by this Section 4.01, (ii) a cash payment in lieu of any
fractional BioMarin Common Stock as contemplated by Section 4.06 and (iii) any
dividends or distributions with a record date after the Implementation Time
theretofore paid or payable with respect to BioMarin Common Stock as
contemplated by Section 4.05.

   Section 4.02  Delivery of Letter of Transmittal.  At the time of mailing the
Circular or as soon as practicable after the Effective Date, Glyko shall
forward to each Glyko Common Shareholder at the address of such holder as it
appears on the register maintained by or on behalf of Glyko in respect of the
holders of Glyko Common Shares, a copy of the Letter of Transmittal and
instructions for obtaining delivery of the BioMarin Common Stock issuable and
payable to such holders pursuant to the Plan.

   Section 4.03  Expiration of Rights.  Any certificates formerly representing
Glyko Common Shares that, following the Effective Date, are not deposited with
the Depositary, together with a duly executed Letter of Transmittal, and such
other documents as the Depositary deems necessary, on or before the sixth
anniversary of the Effective Date, shall cease to represent a right or claim of
any kind or nature and the right of the holder of such securities to receive
BioMarin Common Stock as provided for in the Acquisition Agreement, shall be
deemed to be surrendered to BioMarin Nova Scotia together with all dividends or
distributions thereon held for such holder, for no consideration, and such
BioMarin Common Stock shall thereupon be cancelled and the name of the former
registered holder shall be removed from the register of holders of BioMarin
Common Stock.

   Section 4.04  Entitlement to Options.  As soon as practicable after the
Effective Date, the holders of outstanding Glyko Options shall be provided with
documentation evidencing Replacement Options in accordance with the provisions
of Section 2.02(c).

   Section 4.05  Distributions with Respect to Unsurrendered Certificates.  No
dividends or other distributions declared or made after the Effective Date with
respect to BioMarin Common Stock with a record date after the Effective Date
shall be paid to the holder of any unsurrendered certificate which immediately
prior to the Effective Date represented outstanding Glyko Common Shares that
were exchanged for BioMarin

                                      B-5



Common Stock pursuant to the procedures set out in Article 2, and no cash
payment in lieu of fractional shares shall be paid to any such holder pursuant
to Section 4.06, unless and until the holder of record of such certificate
shall surrender such certificate in accordance with Section 4.01. Subject to
applicable law, at the time of such surrender of any such certificate (or, in
the case of clause (iii) below, at the appropriate payment date), there shall
be paid to the record holder of the certificates representing whole shares of
BioMarin Common Stock, without interest (i) the amount of any cash payable in
lieu of a fractional BioMarin Common Share to which such holder is entitled
pursuant to Section 4.06, (ii) the amount of dividends or other distributions
with a record date after the Effective Date theretofore paid with respect to
such BioMarin Common Stock, and (iii) on the appropriate payment date, the
amount of dividends or other distributions with a record date after the
Effective Date but prior to surrender and a payment date subsequent to
surrender payable with respect to such BioMarin Common Stock.

   Section 4.06  No Fractional Shares.  No fraction of a share of BioMarin
Common Stock shall be issued by virtue of the Arrangement, no dividend, stock
split or other change in the capital structure of BioMarin shall relate to any
such fraction and any fractional interests shall not entitle the owner thereof
to vote or to exercise any rights as a security holder of BioMarin. In lieu
thereof, each Glyko Common Shareholder who would otherwise be entitled to a
fraction of a share of BioMarin Common Stock (after aggregating all fractional
shares of BioMarin Common Stock that would otherwise be received by such
holder) shall, upon surrender of such holder's certificate(s) representing
Glyko Common Shares receive from BioMarin Nova Scotia an amount of cash
(rounded to the nearest whole cent), without interest, equal to the product
(or, at the option of BioMarin Nova Scotia, the Canadian Dollar Equivalent of
the product) of such fraction and the BioMarin Average Trading Price.

   Section 4.07  Lost Certificates.  In the event any certificate which
immediately prior to the Implementation Time represented outstanding Glyko
Common Shares that were exchanged pursuant to Section 2.02 shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming such certificate to be lost, stolen or destroyed, the
Depositary will issue in exchange for such lost, stolen or destroyed
certificate, certificates representing shares of BioMarin Common Stock (and any
dividends or distributions with respect thereto and any cash pursuant to
Section 4.05) deliverable in respect thereof as determined in accordance with
Section 2.02. When seeking such issuance and/or payment in exchange for any
lost, stolen or destroyed certificate, the person to whom certificates
representing shares of BioMarin Common Stock are to be issued shall, at the
discretion of BioMarin Nova Scotia and Glyko, as a condition precedent to the
issuance thereof, give a bond satisfactory to BioMarin Nova Scotia and Glyko,
in such sum as BioMarin Nova Scotia and Glyko may reasonably direct as
indemnity against any claim that may be made against BioMarin Nova Scotia or
Glyko or the Depositary with respect to the certificate alleged to have been
lost, stolen or destroyed.

                                   ARTICLE 5
                              WITHHOLDING RIGHTS

   Section 5.01  Withholding Rights.  Each of Glyko, BioMarin Nova Scotia and
the Depositary shall be entitled to deduct and withhold from the consideration
payable or otherwise deliverable pursuant to this Arrangement to any holder or
former holder of Glyko Common Shares such amount as may be required by law (as
advised by outside tax counsel for BioMarin) to be deducted or withheld
therefrom under the United States Code or under any provision of United States
or Canadian federal, state, provincial, regional, local or foreign tax law,
including the Income Tax Act (Canada), or under any other applicable legal
requirement. To the extent that amounts are so deducted or withheld, such
amounts shall be treated for all purposes hereof as having been paid to the
holder of the shares in respect of which such deduction and withholding was
made, provided that such amounts are actually remitted to the appropriate
taxing authority in accordance with applicable law and that such holder has
been provided forthwith with a receipt evidencing such remittance. BioMarin,
BioMarin Nova Scotia, Glyko and the Depositary are hereby authorized to sell or
otherwise dispose of such portion of such consideration as is necessary to
provide sufficient funds to BioMarin, BioMarin Nova Scotia, Glyko or the
Depositary, as the

                                      B-6



case may be, net of expenses, in order to enable it to comply with such
deduction or withholding requirement and BioMarin, BioMarin Nova Scotia, Glyko
or the Depositary shall give an accounting to the holder with respect thereto
and any balance of such proceeds of sale.

                                   ARTICLE 6
                                  AMENDMENTS

   Section 6.01  Amendment of the Arrangement.

   (a) Glyko reserves the right to amend, modify and/or supplement this Plan of
       Arrangement at any time and from time to time provided that any such
       amendment, modification, or supplement must be contained in a written
       document which is (i) agreed to by BioMarin and BioMarin Nova Scotia,
       (ii) filed with the Court and, if made following the Meeting, approved
       by the Court and (iii) communicated to holders of Glyko Common Shares in
       the manner if and as required by the Court.

   (b) Any amendment, modification or supplement to this Plan of Arrangement
       may be proposed by Glyko at any time prior to or at the Meeting
       (provided that BioMarin and BioMarin Nova Scotia shall have consented
       thereto) with or without any other prior notice or communication, and if
       so proposed and accepted by the persons voting at the Meeting (other
       than as may be required under the Interim Order), shall become part of
       this Plan of Arrangement for all purposes.

   (c) Any amendment, modification or supplement to this Plan of Arrangement
       which is approved by the Court following the Meeting shall be effective
       only (i) if it is consented to by Glyko, (ii) if it is agreed to by
       BioMarin and BioMarin Nova Scotia, and (iii) if required by the Court,
       it is consented to by holders of Glyko Common Shares voting in the
       manner directed by the Court.

   Any amendment, modification or supplement to this Plan of Arrangement may be
made following the Effective Date by Glyko, provided that (i) it is agreed to
by BioMarin and BioMarin Nova Scotia and (ii) it concerns a matter which, in
the reasonable opinion of Glyko, is of an administrative nature required to
better give effect to the implementation of this Plan of Arrangement and is not
adverse to the financial or economic interests of the holders of Glyko Common
Shares or Glyko Options.

                                   ARTICLE 7
                                    GENERAL

   Section 7.01  Further Assurances.  Notwithstanding that the transactions and
events set out herein shall occur and be deemed to occur in the order set out
in this Plan of Arrangement without any further act or formality, each of the
parties to the Acquisition Agreement shall make, do and execute, or cause to be
made, done and executed, all such further acts, deeds, agreements, transfers,
assurances, instruments or documents as may reasonably be required by any of
them in order further to document or evidence any of the transactions or events
set out herein.

   Section 7.02  Paramountcy.  From and after the Effective Time (i) this Plan
of Arrangement shall take precedence and priority over any and all Glyko Common
Shares or Glyko Options issued or granted prior to the Effective Time, (ii) the
rights and obligations of the Glyko Common Shareholders, the holders of Glyko
Options and any trustee and transfer agent therefor, shall be solely as
provided for in this Plan of Arrangement, and (iii) all actions, causes of
actions, claims or proceedings (actual or contingent, and whether or not
previously asserted) based on or in any way relating to Glyko Common Shares or
Glyko Options shall be deemed to have been settled, compromised, released and
determined without liability except as set forth herein.

   Section 7.03  Continuance.  Subject to the approval of the Glyko Common
Shareholders, the Director and the Registrar under the Company Act (British
Columbia), Glyko shall be continued under the laws of British Columbia as soon
as is practicable following the Effective Time.

                                      B-7



                                    ANNEX C

                            ARRANGEMENT RESOLUTION

                   SPECIAL RESOLUTION OF THE SHAREHOLDERS OF
                             GLYKO BIOMEDICAL LTD.

BE IT RESOLVED THAT:

   1.  The arrangement (the "Arrangement") under Section 192 of the Canada
Business Corporations Act ("CBCA") involving Glyko Biomedical Ltd. ("Glyko"),
BioMarin Pharmaceutical Inc. ("BioMarin") and BioMarin Acquisition (Nova
Scotia) Company, as more particularly described and set forth in the Joint
Proxy Circular of Glyko and BioMarin accompanying the notice of this meeting
(as the Arrangement may be modified or amended) is hereby authorized, approved
and adopted.

   2.  The plan of arrangement (the "Plan of Arrangement") involving Glyko, the
full text of which is set out as Annex B to the Joint Proxy Circular (as the
Plan of Arrangement may be or may have been amended) is hereby approved and
adopted.

   3.  Notwithstanding that this resolution has been passed (and the
Arrangement adopted) by the shareholders of Glyko or that the Arrangement has
been approved by the Superior Court of Justice (Ontario), the directors of
Glyko are hereby authorized (i) to amend the acquisition agreement made as of
February 6, 2002 among Glyko, BioMarin and BioMarin Nova Scotia (the
"Acquisition Agreement"), to the extent permitted in the Acquisition Agreement
and to amend the Plan of Arrangement to the extent permitted in the Plan of
Arrangement and/or (ii) not to proceed with the Arrangement without further
approval of the shareholders of Glyko, but only if the Acquisition Agreement is
terminated in accordance with Article 8 thereof.

   4.  Any officer or director of Glyko is hereby authorized and directed for
and on behalf of Glyko to execute, under the seal of Glyko or otherwise, and to
deliver articles of arrangement and such other documents as are necessary or
desirable to the Director under the CBCA in order to give effect to the
foregoing resolution.

   5.  Any officer or director of Glyko is hereby authorized and directed for
and on behalf of Glyko to execute or cause to be executed, under the seal of
Glyko or otherwise, and to deliver or cause to be delivered, all such other
documents and instruments and to perform or cause to be performed all such
other acts and things as in such person's opinion may be necessary or desirable
to give full effect to the foregoing resolution and the matters authorized
thereby, such determination to be conclusively evidenced by the execution and
delivery of such document, agreement or instrument or the doing of any such act
or thing.

                                      C-1



                                    ANNEX D

                            CONTINUANCE RESOLUTION

                   SPECIAL RESOLUTION OF THE SHAREHOLDERS OF
                             GLYKO BIOMEDICAL LTD.

BE IT RESOLVED THAT:

   1.  Glyko Biomedical Ltd. ("Glyko") is hereby authorized to apply to the
Director under the Canada Business Corporations Act ("CBCA") for the Director's
consent to the continuance of Glyko under the jurisdiction of British Columbia
pursuant to Section 36 of the Company Act (British Columbia) ("BCCA").

   2.  Glyko is hereby authorized, pursuant to Section 188 of the CBCA, to
apply under Section 36 of the BCCA to the Registrar under the BCCA for a
Certificate of Continuance under the BCCA as more particularly described and
set forth in the Joint Proxy Circular (the "Circular") of Glyko and BioMarin
Pharmaceutical Inc. accompanying the notice of this meeting.

   3.  Subject to the continuance of Glyko pursuant to Section 36 of the BCCA,
articles of continuance continuing Glyko under the BCCA in substantially the
form of Glyko's articles of incorporation be approved and adopted with such
technical amendments, deletions or alterations as may be deemed necessary or
advisable by any director or officer of Glyko in order to assure compliance
with the provisions of the BCCA and the requirements of the Registrar
thereunder.

   4.  The board of directors of Glyko is hereby authorized to abandon the
application for continuance at any time without further approval of the Glyko
shareholders.

   5.  Any officer or director of Glyko is hereby authorized and directed for
and on behalf of Glyko to execute articles of continuance and to deliver or
cause to be delivered all such other documents and instruments and to perform
or cause to be performed all such other acts and things as in such person's
opinion may be necessary or desirable to give full effect to the foregoing
resolution and the matters authorized thereby, such determination to be
conclusively evidenced by the execution and delivery of such document,
agreement or instrument or the doing of any such act or thing.

                                      D-1



                                    ANNEX E

                    NOTICE OF APPLICATION AND INTERIM ORDER

                                                                 Court File No:

                                    ONTARIO
                          SUPERIOR COURT OF JUSTICE--
                                COMMERCIAL LIST

   IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, CHAP.
   C-44, SECTION 192, AS AMENDED

   AND IN THE MATTER OF AN APPLICATION BY GLYKO BIOMEDICAL LTD. RELATING TO A
   PROPOSED ARRANGEMENT INVOLVING GLYKO BIOMEDICAL LTD. and BIOMARIN
   PHARMACEUTICAL INC.

                             NOTICE OF APPLICATION

TO THE RESPONDENTS:

   A PROCEEDING HAS BEEN COMMENCED by the applicant. The claim made by the
applicant appears on the following pages.

   THIS APPLICATION will come on for a hearing on [             ], 2002, at
10:00 a.m., before a judge presiding over the Commercial List at 393 University
Avenue, 8th Floor, Toronto, Ontario.

   IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the
application or to be served with any documents in the application, you or an
Ontario lawyer acting for you must forthwith prepare a notice of appearance in
Form 38A prescribed by the Rules of Civil Procedure, serve it on the
applicant's lawyer, or where the applicant does not have a lawyer, serve it on
the applicant, and file it, with proof of service, in this court office, and
you or your lawyer must appear at the hearing.

   IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT
OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer
must, in addition to serving your notice of appearance, serve a copy of the
evidence on the applicant's lawyer or, where the applicant does not have a
lawyer, serve it on the applicant, and file it, with proof of service, in the
court office where the application is to be heard as soon as possible, but at
least 2 days before the hearing.

   IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE
AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT
ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A
LOCAL LEGAL AID OFFICE.

            DATE:             ., 2002 Issued by: ------------------
                                                 (Registry Officer)

                                      E-1



                                          Address of local office:

                                          393 University Avenue,
                                          10/th/ Floor
                                          Toronto, Ontario
                                          M5H 3E5

      TO:     ALL HOLDERS OF COMMON SHARES OF
              GLYKO BIOMEDICAL LTD.

      AND TO: ALL HOLDERS OF OPTIONS TO PURCHASE COMMON SHARES OF
              GLYKO BIOMEDICAL LTD.

      AND TO: THE DIRECTOR APPOINTED PURSUANT TO SECTION 260 OF THE CANADA
              BUSINESS CORPORATIONS ACT

              Director General
              Corporations Directorate, Industry Canada
              9/th/ Floor, Jean Edmonds Tower South
              365 Laurier Avenue West
              Ottawa, Ontario K1A 0C8

      AND TO: CASSELS BROCK & BLACKWELL LLP
              Barristers & Solicitors
              Scotia Plaza, Suite 2100
              40 King St. W.
              Toronto, Ontario M5H 3C2

              Mark T. Bennett
              Tel:  (416) 869-5407
              Fax:  (416) 360-8877
              Solicitors for BioMarin Pharmaceutical Inc.
              and BioMarin Acquisition (Nova Scotia) Company

                                      E-2



                                  APPLICATION

1. The Applicant Glyko Biomedical Ltd. ("Glyko") makes application for:

   (a) An order pursuant to section 192 of the Canada Business Corporations
       Act, R.S.C. 1985, Chap. C-44, as amended (the "CBCA") approving a Plan
       of Arrangement (the "Arrangement") proposed by the Applicant
       substantially in the form described in the Joint Proxy Circular attached
       as Exhibit "A" to the Affidavit of John A. Kolada to be filed in support
       of this Application;

   (b) An interim order (the "Interim Order") for the advice and directions of
       this Court pursuant to subsection 192(4) of the CBCA with respect to the
       Arrangement and this Application; and

   (c) Such further and other relief as this Court may deem just.

2. The grounds for the Application are:

   (a) All statutory requirements under the CBCA either have been fulfilled or
       will be fulfilled by the date of the return of this Application;

   (b) The Arrangement is fair and reasonable and it is appropriate for this
       Court to approve the Arrangement;

   (c) Section 192 of the CBCA;

   (d) Rules 14.05(2), 17.02, 37 and 38 of the Rules of Civil Procedure; and

   (e) Such further and other grounds as counsel may advise and this Court may
       permit.

3. The following documentary evidence will be used at the hearing of the
   Application:

   (a) Such Interim Order as may be granted by this Court;

   (b) The Affidavit of John A. Kolada, to be sworn, and the exhibits thereto;

   (c) Such further affidavits of deponents on behalf of the Applicant,
       reporting as to the compliance with any Interim Order of this Court and
       as to the result of any meetings ordered by any Interim Order of this
       Court; and

   (d) Such further and other material as counsel may advise and this Court may
       permit.

4. The Notice of Application will be sent to all registered holders of common
   shares of Glyko, at the address of each holder as shown on the books and
   records of Glyko at the close of business on [      ], 2002, being the
   record date established by Glyko, or as this Court may direct in the Interim
   Order, pursuant to rules 17.02(n) and 17.02(o) of the Rules of Civil
   Procedure in the case of those holders whose addresses, as they appear on
   the books and records of Glyko, are outside Ontario.

               DATE:         ., 2002 BLAKE, CASSELS & GRAYDON LLP
                                     Barristers & Solicitors
                                     Box 25, Commerce Court West
                                     Toronto, Ontario M5L 1A9

                                     S. Gordon McKee LSUC#:28557R
                                     Tel:  (416) 863-3884

                                     Robert H. Brent LSUC#:41633S
                                     Tel:  (416) 863-2585
                                     Fax:  (416) 863-2653

                                     Solicitors for the Applicant
                                     Glyko Biomedical Ltd.

                                      E-3



                                                                  Court File No:

IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, CHAP. C-44,
SECTION 192, AS AMENDED AND IN THE MATTER OF AN APPLICATION BY GLYKO BIOMEDICAL
LTD. RELATING TO A PROPOSED ARRANGEMENT INVOLVING GLYKO BIOMEDICAL LTD.,
BIOMARIN PHARMACEUTICAL INC. and BIOMARIN ACQUISITION (NOVA SCOTIA) COMPANY
--------------------------------------------------------------------------------

                                                         ONTARIO
                                              SUPERIOR COURT OF JUSTICE --
                                                     Commercial List

                                             Proceeding Commenced at Toronto

                                           -----------------------------------

                                                  NOTICE OF APPLICATION

                                           -----------------------------------

                                                  BLAKE, CASSELS & GRAYDON LLP
                                                  Barristers and Solicitors
                                                  Box 25, Commerce Court West
                                                  Toronto, Ontario
                                                  M5L 1A9

                                                  S. Gordon McKee LSUC#:28557R
..                                                 Tel:  (416) 863-3859

                                                  Robert H. Brent LSUC#:41633S
                                                  Tel:  (416) 863-2585
                                                  Fax:  (416) 863-2653

                                                  Solicitors for the Applicant
                                                  Glyko Biomedical Ltd.


                                      E-4



                                                                 Court File No:

                                    ONTARIO

                         SUPERIOR COURT OF JUSTICE --

                                COMMERCIAL LIST

                                          )
             THE HONOURABLE               )       THE           DAY
             JUSTICE                      )       OF           2002

   IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, CHAP.
   C-44, SECTION 192, AS AMENDED

   AND IN THE MATTER OF AN APPLICATION BY GLYKO BIOMEDICAL LTD. RELATING TO A
   PROPOSED ARRANGEMENT INVOLVING GLYKO BIOMEDICAL LTD., BIOMARIN
   PHARMACEUTICAL INC. and BIOMARIN ACQUISITION (NOVA SCOTIA) COMPANY

                             [DRAFT] INTERIM ORDER

   THIS MOTION, made by the Applicant Glyko Biomedical Ltd. ("Glyko") for an
interim order for advice and directions of the Court in connection with an
application (the "Application") to approve an arrangement under section 192 of
the Canada Business Corporations Act, R.S.C. 1985, Chap. C-44, as amended (the
"CBCA"), was heard this day at 393 University Avenue, Toronto, Ontario.

   ON READING the Notice of Application issued ., 2002; the Notice of Motion;
the affidavit of John A. Kolada, sworn ., 2002 (the "Affidavit"), and the
exhibits thereto; on hearing the submissions of counsel for Glyko, no one
appearing for the Director appointed pursuant to section 260 of the CBCA
although served with notice of this motion; and, on being advised of the
consent to this Interim Order of BioMarin Pharmaceutical Inc. ("BioMarin") and
BioMarin Acquisition (Nova Scotia) Company ("BioMarin Nova Scotia"),

1.  THIS COURT ORDERS that for the purposes of this Order, the following
defined terms shall have the following meanings, which meanings are set out
with greater specificity in the draft Joint Proxy Circular (the "Joint
Circular") of Glyko and BioMarin attached as Exhibit "A" to the Affidavit:

   (a) "Acquisition Agreement" means the acquisition agreement made as of
       February 6, 2002, among Glyko, BioMarin and BioMarin Nova Scotia,
       attached as Annex A to the Joint Circular, as it may be amended,
       supplemented or restated;

   (b) "Glyko Shares" means the outstanding common shares in the capital of
       Glyko;

   (c) "Glyko Shareholders" means the holders of Glyko Shares; and

   (d) "Glyko Options" means options granted to purchase Glyko Shares.

2.  THIS COURT ORDERS that Glyko is authorized and directed to call, hold and
conduct a special meeting (the "Glyko Meeting") of the Glyko Shareholders to,
among other things, consider and, if deemed advisable, pass, with or without
variation, a special resolution (the "Arrangement Resolution") to approve an
arrangement (the "Arrangement") substantially in the same form set forth in the
Plan of Arrangement as found at Annex "B" to the Joint Circular, which is
attached as Exhibit "A" to the Affidavit.

                                      E-5



3.  THIS COURT ORDERS that the Glyko Meeting shall be called, held and
conducted in accordance with the Glyko Notice of Special Meeting of
Shareholders that is part of the Joint Circular (the "Notice"), the CBCA and
the articles and by-laws of Glyko, including quorum requirements, subject to
the terms of this Order or any further Order of this Court.

4.  THIS COURT ORDERS that Glyko is authorized to make such amendments,
revisions or supplements to the Plan of Arrangement as it may determine are
appropriate, subject to the terms of the Acquisition Agreement and this Interim
Order and without any additional notice to the Glyko Shareholders, and that the
Plan of Arrangement as so amended, revised or supplemented shall be the Plan of
Arrangement submitted to the Glyko Meeting and the subject of the Arrangement
Resolution.

5.  THIS COURT ORDERS that Glyko, if it deems it advisable, is specifically
authorized to adjourn or postpone the Glyko Meeting on one or more occasions,
without the necessity of first convening the Glyko Meeting or first obtaining
any vote of Glyko Shareholders respecting the adjournment or postponement,
subject to the terms of the Acquisition Agreement.

6.  THIS COURT ORDERS that the Notice of Application, the Notice, the Joint
Circular, the form of letter of transmittal and the form of proxy (collectively
referred to as the "Meeting Materials") in substantially the same form as
contained in Exhibits "A", "." and "." to the Affidavit (with such amendments,
additional communications or documents thereto as counsel for Glyko or BioMarin
may consider are necessary or desirable, provided that such amendments,
communications or documents are not inconsistent with the terms of this Order)
and this Interim Order shall be disseminated, distributed, sent and given to
the Glyko Shareholders as at the record date (as established in paragraph 8
below), the holders of Glyko Options, the directors of Glyko, the auditors of
Glyko and BioMarin by one or more of the following methods not less than
twenty-one (21) days before the date of the Glyko Meeting, excluding the date
of delivery and the date of the Glyko Meeting:

   (a) in the case of the registered holders of Glyko Shares, by prepaid
       ordinary mail, by courier, or by delivery in person, addressed to each
       such holder at his, her or its last known address, as shown on the books
       or records of Glyko;

   (b) in the case of non-registered holders of Glyko Shares, by providing
       sufficient multiple copies of the Meeting Materials to intermediaries
       and registered nominees to facilitate the broad distribution of the
       Meeting Materials to non-registered holders of Glyko Shares;

   (c) in the case of holders of Glyko Options, by prepaid ordinary mail, by
       courier, or by delivery in person, addressed to each such holder at his,
       her or its last known address, as shown on the books or records of Glyko;

   (d) in the case of the directors of Glyko, by courier or by delivery in
       person, addressed to the individual directors;

   (e) in the case of the auditors of Glyko, by courier or by delivery in
       person, addressed to the firm of auditors; and

   (f) in the case of BioMarin, by courier or by delivery in person, to the
       solicitors for BioMarin;

   and that such mailing, transmission, delivery and distribution shall
   constitute good and sufficient notice of the Application, the Glyko Meeting
   and the hearing in respect of the Application upon such persons.

7.  THIS COURT ORDERS that the Meeting Materials shall be deemed, for the
purposes of this Interim Order and the Application, to have been received:

   (a) in the case of distribution by ordinary prepaid mail, three (3) business
       days after delivery thereof to the post office;

   (b) in the case of distribution by courier, one (1) business day after
       receipt by the courier;

                                      E-6



   (c) in the case of distribution by delivery in person, on receipt thereof by
       the intended addressee; and

   (d) in the case of distribution by facsimile transmission, upon the
       transmission thereof.

8.  THIS COURT ORDERS that the record date for determining the holders of Glyko
Shares entitled to receive the Meeting Materials and to vote at the Glyko
Meeting, shall be the close of business on [              ], 2002, as
previously approved by the board of directors of Glyko and published by Glyko
(the "Record Date").

9.  THIS COURT ORDERS that the accidental failure or omission to give notice of
the Glyko Meeting, or the non-receipt of such notice, shall not invalidate any
resolution passed or proceedings taken at the Glyko Meeting and shall not
constitute a breach of this Interim Order.

10.  THIS COURT ORDERS that Glyko is authorized to use the form of proxy (the
"Form of Proxy"), in substantially the same form attached as Exhibit "." to the
Affidavit, subject to Glyko's ability to insert dates and other relevant
information in the final Form of Proxy. Glyko is authorized, at its expense, to
solicit proxies, directly and through its officers, directors and employees,
and through such agents or representatives as it may retain for the purpose,
and by mail or such other forms of personal or electronic communication as it
may determine, subject to the terms of the Arrangement Agreement and this
Interim Order.

11.  THIS COURT ORDERS that Glyko may, in its discretion, waive generally the
time limits for the deposit of proxies by the Glyko Shareholders, if Glyko
deems it advisable to do so.

12.  THIS COURT ORDERS that the votes shall be taken at the Glyko Meeting on
the basis that each holder of Glyko Shares is entitled to one vote for each
Glyko Share held and that, subject to further Order of this Court, the vote
required to pass and approve the Arrangement Resolution shall be the
affirmative vote of not less than 66 2/3% of the votes cast on the Arrangement
Resolution (for this purpose any spoiled votes, illegible votes, defective
votes and abstentions shall be deemed not to be votes cast) by the holders of
Glyko Shares, present in person or represented by proxy at the Glyko Meeting.

13.  THIS COURT ORDERS that the only persons entitled to attend the Glyko
Meeting shall be: (a) the holders of Glyko Shares, or their respective proxies;
(b) the officers, directors, auditors and advisors of Glyko;
(c) representatives of BioMarin; and (d) other persons with the permission of
the Chairman of the Meeting.

14.  THIS COURT ORDERS that the registered holders of Glyko Shares shall be
entitled to exercise rights of dissent and appraisal, in accordance with and in
compliance with section 190 of the CBCA and the Plan of Arrangement, and to
seek fair value for their Glyko Shares, provided that any holders of Glyko
Shares who wish to dissent (a) must have as a condition precedent thereto
provided a written dissent notice objecting to the Arrangement Resolution to
Glyko Biomedical Ltd., 199 Bay Street, Toronto, Ontario M5L 1A9, attn. John A.
Kolada, facsimile: (416) 863-2653, telephone: (416) 863-2400, at or prior to
the Glyko Meeting, and (b) must otherwise strictly comply with section 190 of
the CBCA.

15.  THIS COURT ORDERS that upon approval by the Glyko Shareholders of the
Arrangement in the manner set forth in this Order, Glyko may apply to this
Court on [              ], or such later date as the Application may be
adjourned to, for approval of the Arrangement and that the distribution and
delivery of the Notice of Application herein, in accordance with paragraphs 6
and 7 of this Order, shall constitute good and sufficient service of such
Notice of Application pursuant to this Order and no other form of service need
be made and no other material need be served on such persons in respect of
these proceedings, unless a Notice of Appearance is served on Glyko's
solicitors as set out below, not later than two days before the hearing of the
Application.

16.  THIS COURT ORDERS that the only persons entitled to notice of any further
proceedings herein, including the hearing to approve the Arrangement, and
entitled to appear and to be heard thereon, shall be (a) solicitors for Glyko,
(b) solicitors for BioMarin, and (c) persons who have delivered a Notice of
Appearance

                                      E-7



herein in accordance with the Rules of Civil Procedure and this Interim Order,
including service of said notice on Glyko's solicitors, Blake, Cassels &
Graydon LLP, P.O. Box 25, 199 Bay Street, Commerce Court West, Toronto, Ontario
M5L 1A9, Attention: Robert H. Brent.

17.  THIS COURT ORDERS that Glyko shall be entitled, at any time, to seek leave
to vary this Order.

18.  THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy
with respect to the matters provided for in this Interim Order that, as between
this Interim Order and terms of any instrument creating, governing or
collateral to the Glyko Shares or the articles or by-laws of Glyko, this
Interim Order shall govern.

                                                _______________________________

                                      E-8




                                                                  Court File No:

IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, CHAP. C-44,
SECTION 192, AS AMENDED AND IN THE MATTER OF AN APPLICATION BY GLYKO BIOMEDICAL
LTD. RELATING TO A PROPOSED ARRANGEMENT INVOLVING GLYKO BIOMEDICAL LTD.,
BIOMARIN PHARMACEUTICAL INC. and BIOMARIN ACQUISTION (NOVA SCOTIA) COMPANY
--------------------------------------------------------------------------------


                                                        ONTARIO
                                             SUPERIOR COURT OF JUSTICE --
                                                    Commercial List

                                            Proceeding Commenced at Toronto

                                          -----------------------------------

                                                 [DRAFT] INTERIM ORDER
                                          (Motion for Advice and Directions)

                                          -----------------------------------

                                                 BLAKE, CASSELS & GRAYDON LLP
                                                 P.O. Box 25
                                                 199 Bay Street
                                                 Commerce Court West
                                                 Toronto, Ontario M5L 1A9

                                                 S. Gordon McKee LSUC#:28557R
..                                                Tel:  (416) 863-3884

                                                 Robert H. Brent LSUC#:41633S
                                                 Tel:  (416) 863-2585
                                                 Fax:  (416) 862-2653

                                                 Solicitors for the Applicant
                                                 Glyko Biomedical Ltd.


                                      E-9



                                    ANNEX F

                        [LETTERHEAD OF UBS WARBURG LLC]

                               February 6, 2002

The Board of Directors
BioMarin Pharmaceutical Inc.
371 Bel Marin Keys Boulevard, Suite 210
Novato, California 94949

Dear Members of the Board:

   We understand that BioMarin Pharmaceutical Inc. ("BioMarin") proposes to
enter into an Acquisition Agreement for a Plan of Arrangement, dated as of
February 6, 2002 (the "Agreement"), among BioMarin, BioMarin Acquisition (Nova
Scotia) Company, a wholly owned subsidiary of BioMarin ("BioMarin Nova
Scotia"), and Glyko Biomedical Ltd. ("Glyko") pursuant to which (i) BioMarin,
BioMarin Nova Scotia and Glyko will enter into a business combination by way of
an arrangement as a result of which Glyko will become a wholly owned subsidiary
of BioMarin Nova Scotia (the "Arrangement") and (ii) each outstanding common
share in the capital of Glyko ("Glyko Common Shares") will be transferred to
BioMarin Nova Scotia in exchange for the delivery by BioMarin Nova Scotia of
0.3309 (the "Exchange Ratio") of a share of the common stock, par value $0.001
per share, of BioMarin ("BioMarin Common Stock"). The Agreement provides that
BioMarin Nova Scotia will not be required to transfer more than 11,367,617
shares of BioMarin Common Stock in respect of outstanding Glyko Common Shares
in connection with the Arrangement. The terms and conditions of the Arrangement
are more fully set forth in the Agreement and related documents.

   You have requested our opinion as to the fairness, from a financial point of
view, to BioMarin of the Exchange Ratio.

   UBS Warburg LLC ("UBS Warburg") has acted as financial advisor to BioMarin
in connection with the Arrangement and will receive a fee for its services, a
significant portion of which is contingent upon consummation of the
Arrangement. UBS Warburg also will receive a fee in connection with this
opinion. UBS Warburg and its affiliates in the past have provided, and
currently are providing, services to BioMarin unrelated to the proposed
Arrangement, for which services UBS Warburg and its affiliates have received
and will receive customary compensation. In the ordinary course of business,
UBS Warburg, its successors and affiliates may trade securities of BioMarin or
Glyko for their own accounts and accounts of customers and, accordingly, may at
any time hold a long or short position in such securities.

   Our opinion does not address the relative merits of the Arrangement as
compared to other business strategies or transactions that might be available
with respect to BioMarin or BioMarin's underlying business decision to effect
the Arrangement, nor does our opinion constitute a recommendation to any
stockholder of BioMarin as to how such stockholder should vote with respect to
any matter relating to the Arrangement. We have not been asked to, nor do we,
offer any opinion as to the terms of the Agreement or related documents and the
obligations thereunder, or the form of the Arrangement. We express no opinion
as to what the value of BioMarin Common Stock actually will be when issued
pursuant to the Arrangement or the price at which BioMarin Common Stock will
trade at any time. In rendering this opinion, we have assumed, with your
consent, that the Arrangement will constitute a tax-free reorganization for
BioMarin and BioMarin Nova Scotia for U.S. federal income tax purposes and that
no Canadian income tax will be payable by BioMarin or BioMarin Nova Scotia in
connection with the Arrangement. We also have assumed, with your consent, that
each of BioMarin, BioMarin Nova Scotia and Glyko will comply with all material
covenants and agreements set forth in, and other material terms of, the
Agreement and related documents and that the Arrangement will be consummated in
accordance with its terms without waiver, modification or amendment of any
material term, condition or agreement.

                                      F-1



The Board of Directors
BioMarin Pharmaceutical Inc.
February 6, 2002
Page 2

   In arriving at our opinion, we have, among other things: (i) reviewed
current and historical market prices and trading volumes of BioMarin Common
Stock and Glyko Common Shares; (ii) reviewed certain publicly available
business and historical financial information relating to BioMarin and Glyko;
(iii) reviewed certain internal financial information and data relating to
BioMarin and its business and financial prospects, including estimates and
financial forecasts prepared by the management of BioMarin, that were provided
to or discussed with us by BioMarin and not publicly available; (iv) conducted
discussions with members of the senior managements of BioMarin and Glyko; (v)
considered the pro forma capitalization of BioMarin and certain pro forma
effects of the Arrangement on the financial statements of BioMarin; (vi)
reviewed the Agreement and certain related documents; and (vii) conducted such
other financial studies, analyses and investigations, and considered such other
information, as we deemed necessary or appropriate.

   In connection with our review, with your consent, we have not assumed any
responsibility for independent verification of any of the information provided
to or reviewed by us for the purpose of this opinion and have, with your
consent, relied on such information being complete and accurate in all material
respects. In addition, at your direction, we have not made any independent
evaluation or appraisal of any of the assets or liabilities (contingent or
otherwise) of BioMarin or Glyko, nor have we been furnished with any such
evaluation or appraisal. With respect to the financial forecasts and estimates
referred to above relating to BioMarin, we have assumed, at your direction,
that they have been reasonably prepared on a basis reflecting the best
currently available estimates and judgments of the management of BioMarin as to
the future financial performance of BioMarin. Our opinion is necessarily based
on economic, monetary, market and other conditions as in effect on, and the
information available to us as of, the date of this opinion.

   Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio is fair, from a financial point of view, to
BioMarin.

                                              Very truly yours,

                                              /s/  UBS Warburg LLC

                                              UBS WARBURG LLC

                                      F-2



                                    ANNEX G

                     [ON THE LETTERHEAD OF TD SECURITIES]

February 6, 2002

The Board of Directors
Glyko Biomedical Ltd.
199 Bay Street
Box 25, Commerce Court West
Toronto, Ontario
M5L 1A9

To the Board of Directors:

   TD Securities Inc. ("TD Securities") understands that Glyko Biomedical Ltd.
("Glyko") and BioMarin Pharmaceutical Inc. ("BioMarin") have entered into an
agreement dated February 6, 2002, for a plan of arrangement (the "Acquisition
Agreement") pursuant to which BioMarin, through an indirect wholly-owned
subsidiary, will acquire all of the issued and outstanding common shares of
Glyko (the "Common Shares") on and subject to certain terms and conditions (the
"Arrangement").

   Under the terms of the Arrangement, holders of Common Shares will receive
consideration consisting of 0.3309 common shares of BioMarin for each Common
Share owned (the "BioMarin Share Consideration"). The Arrangement is
conditional upon, among other things, the affirmative vote of at least 66 2/3%
of votes cast by holders of Common Shares at a meeting of Glyko shareholders
called for the purposes of considering the Arrangement ("Special Meeting"). We
understand that the Special Meeting will be held no later than May 31, 2002.

   TD Securities also understands that holders of Common Shares representing
approximately 27.3% of the issued and outstanding Common Shares (calculated on
a fully diluted basis) have entered agreements with BioMarin ("Shareholder
Support Agreements") pursuant to which the shareholders have agreed, subject to
certain conditions, to vote their Common Shares in favour of the Arrangement.

   The terms and conditions of and other matters relating to the Arrangement
are more fully described in the joint management circular (the "Circular") to
be mailed to Glyko shareholders in connection with the Arrangement.

Engagement

   The Board of Directors of Glyko (the "Board") retained TD Securities
pursuant to an engagement agreement dated August 30, 2001 and effective as of
July 13, 2001 (the "Engagement Agreement"). TD Securities provided financial
advice to the Board in connection with the Arrangement, including the
preparation and delivery of an opinion (the "Fairness Opinion") as to the
fairness of the BioMarin Share Consideration, from a financial point of view,
to the holders of Common Shares.

   The Fairness Opinion is being provided to the Company under the terms of the
Engagement Agreement. TD Securities was not engaged to provide (and has not
provided) a formal valuation or appraisal of Glyko or BioMarin or any of their
respective assets or liabilities and the Fairness Opinion should not be
construed as such. TD Securities was similarly not engaged to review any legal,
accounting or tax aspects of the Arrangement. In preparing the Fairness
Opinion, TD Securities considered the fairness of the BioMarin Share
Consideration from the perspective of holders of Common Shares generally and
did not consider the specific circumstances, particularly with respect to the
income tax consequences of the Arrangement, of any particular holder.

                                      G-1



   The Engagement Agreement provides for TD Securities to receive a financial
advisory fee upon completion of the Arrangement, as well as reimbursement for
all reasonable out-of-pocket expenses. Glyko has agreed to indemnify TD
Securities from and against certain costs and liabilities arising directly or
indirectly out of the performance of professional services rendered to Glyko by
TD Securities and its personnel under the Engagement Agreement or otherwise.

Credentials of TD Securities

   TD Securities is a Canadian investment banking firm with operations in a
broad range of activities, including corporate and government finance, mergers
and acquisitions, equity and fixed income sales and trading, investment
management and investment research. TD Securities has participated in a
significant number of transactions involving public and private companies and
has extensive experience in preparing fairness opinions.

   The Fairness Opinion is the opinion of TD Securities and its form and
content have been approved by a committee of senior investment banking
professionals of TD Securities, each of whom is experienced in merger,
acquisition, divestiture, valuation and fairness opinion matters.

Relationship with Interested Parties

   Neither TD Securities, nor any of its affiliates is an insider, associate or
affiliate (as those terms are defined in the Securities Act (Ontario) (the
"Act")) of Glyko, BioMarin or any of their respective associates or affiliates
(collectively, the "Interested Parties"). Except as financial advisor to Glyko
pursuant to the Engagement Agreement, neither TD Securities nor any of its
affiliates has been engaged to provide financial advisory services to any of
the Interested Parties with respect to the Arrangement.

   TD Securities has not, in the 24 month period preceding the date on which TD
Securities was first contacted in respect of the Arrangement, been engaged to
provide financial advisory services or to act as lead or co-lead underwriter of
securities of Glyko, BioMarin, or any other Interested Party.

   Other than the Engagement Agreement, there are no understandings, agreements
or commitments between TD Securities and Glyko, BioMarin or any other
Interested Party with respect to any future business dealings. TD Securities
may, in the future, in the ordinary course of its business, perform financial
advisory or investment banking services for, and TD Bank may provide banking
services to, Glyko, BioMarin or any other Interested Party.

   TD Securities acts as a trader and dealer, both as principal and agent, in
major financial markets and, as such, may have and may in the future have
positions in the securities of Glyko, BioMarin or any other Interested Party
and, from time to time, may have executed or may execute transactions on behalf
of such companies or other clients for which it may have received or may
receive compensation. As an investment dealer, TD Securities conducts research
on securities and may, in the ordinary course of its business, provide research
reports and investment advice to its clients on investment matters, including
matters with respect to the Arrangement, Glyko, BioMarin or any other
Interested Party.

Scope of Review

   In connection with this Fairness Opinion, TD Securities has reviewed and
relied upon (without attempting to verify independently the completeness or
accuracy of) or carried out, among other things, the following:

    1. the Acquisition Agreement;

    2. the Shareholder Support Agreement;

    3. audited financial statements of Glyko and BioMarin for each of the years
       ended December 31, 1999 and 2000;

                                      G-2



    4. unaudited interim financial statements of Glyko and BioMarin for the
       three-month periods ended September 30, 2001, June 30, 2001 and March
       31, 2001;

    5. annual reports and Forms 10-K of Glyko for each of the years ended
       December 31, 1999 and 2000;

    6. annual reports and Forms 10-K of BioMarin for each of the years ended
       December 31, 1999 and 2000;

    7. notices of annual meetings of shareholders and management proxy
       circulars of Glyko for each of the years ended December 31, 1999 and
       2000;

    8. press releases and other regulatory filings of Glyko and BioMarin during
       the two year period ending February 5, 2002;

    9. corporate documents of Glyko, including material contracts and licenses,
       minutes of the Board and other corporate documents;

   10. discussions with senior management of Glyko with respect to the
       information referred to herein and other issues deemed relevant;

   11. discussions with Blake, Cassels & Graydon LLP, Canadian legal and tax
       advisors to Glyko;

   12. discussions with Arthur Anderson LLP, auditors of Glyko;

   13. a due diligence session and other discussions with senior management of
       BioMarin;

   14. relevant public information, relating to the business, operations,
       financial performance and share trading history of Glyko, BioMarin and
       other selected public companies considered to be relevant;

   15. various research publications prepared by equity research analysts
       regarding BioMarin;

   16. representations contained in a certificate dated as of the date hereof
       from senior officers of Glyko; and

   17. such other corporate, industry, and financial market information,
       investigations and analyses as TD Securities considered necessary or
       appropriate in the circumstances.

   TD Securities has not, to the best of its knowledge, been denied access by
Glyko to any information requested by TD Securities.

General Assumptions and Limitations

   With Glyko's acknowledgment and agreement as provided for in the Engagement
Agreement, TD Securities has relied upon the accuracy, completeness and fair
representation of all data and other information obtained by us from public
sources and that was provided to TD Securities by Glyko and BioMarin and their
respective personnel, advisors, or otherwise, including the certificate
identified below (collectively, the "Information"). The Fairness Opinion is
conditional upon such accuracy, completeness and fair representation. Subject
to the exercise of professional judgment and except as expressly described
herein, TD Securities has not attempted to verify independently the
completeness, accuracy or fair representation of any of the Information.

   Senior officers of Glyko have represented to TD Securities in a certificate
delivered as of February 6, 2002, among other things, that (i) Glyko has no
information or knowledge of any facts public or otherwise not specifically
provided to TD Securities relating to Glyko or BioMarin and its subsidiaries,
which would reasonably be expected to affect materially the Fairness Opinion or
the decision of Glyko to proceed with the Arrangement; (ii) the information and
data provided to TD Securities by or on behalf of Glyko in respect of Glyko in
connection with the Fairness Opinion is or, in the case of historical
information and data, was, at the date of preparation, true and complete in all
material respects and no additional material, data or information would be
required to make the information and data provided to TD Securities not
misleading in the light of circumstances in which it was provided; (iii) to the
extent that any of the information and data identified in subparagraph (ii)
above is historical and Glyko has been requested by TD Securities to update
such information,

                                      G-3



there have been no changes in any material facts or new material facts since
the respective dates thereof which have not been disclosed to TD Securities or
updated by more current information and data not provided to TD Securities by
Glyko; (iv) there have been no valuations or appraisals of Glyko or any
material property of Glyko made in the preceding 12 months and in the
possession or control of Glyko other than those which have been provided to TD
Securities or, in the case of valuations known to Glyko which it does not have
within its possession or control, notice of which has not been given to TD
Securities; (v) there have been no offers for or transactions involving any
material property of Glyko during the preceding 12 months which have not been
disclosed to TD Securities; and (vi) other than in connection with the
Arrangement, Glyko has no information or knowledge of any material non-public
information concerning the securities, assets, liabilities, operations,
affairs, prospects or condition (financial or otherwise) of Glyko or BioMarin
and its subsidiaries that has not been generally disclosed.

   In preparing the Fairness Opinion, TD Securities has made several
assumptions, including that all conditions precedent to the completion of the
Arrangement can be satisfied in due course, that all consents, permissions,
exemptions or orders of relevant regulatory authorities will be obtained,
without adverse condition or qualification, the procedures being followed to
implement the Arrangement are valid and effective, the Circular will be
distributed to the shareholders of Glyko in accordance with the applicable
laws, and the disclosure in the Circular will be accurate in all material
respects and will comply, in all material respects, with the requirements of
all applicable laws. In its analysis in connection with the preparation of the
Fairness Opinion, TD Securities made several assumptions with respect to
general business and economic conditions and other matters, many of which are
beyond the control of TD Securities, Glyko or BioMarin.

   This Fairness Opinion is addressed to the Board and is not intended to be,
and does not constitute, a recommendation as to how any holder of Common Shares
should vote with respect to the Arrangement. The Fairness Opinion may not be
published, reproduced, disseminated, quoted from or referred to without the
express written consent of TD Securities, save as hereinafter provided. Subject
to the terms of the Engagement Agreement, TD Securities consents to the
inclusion of the Fairness Opinion in the Circular to be sent to holders of
Common Shares in connection with the Arrangement, with a summary thereof, in a
form acceptable to TD Securities, and to the filing thereof with the applicable
Canadian securities regulatory authorities.

   The Fairness Opinion is given as of February 6, 2002 on the basis of
securities markets, economic and general business and financial conditions
prevailing on that date and the condition and prospects, financial and
otherwise, of Glyko and BioMarin as they were reflected in the Information
provided to TD Securities. Any changes therein may affect the Fairness Opinion
and, although TD Securities reserves the right to change or withdraw the
Fairness Opinion in such event, it disclaims any undertaking or obligation to
advise any person of any such change that may come to our attention, or update
the Fairness Opinion after such date.

   The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. TD
Securities believes that its analyses must be considered as a whole and that
selecting portions of the analyses or the factors considered by it, without
considering all factors and analyses together, could create an incomplete view
of the process underlying the Fairness Opinion. TD Securities is not opining as
to the market value or the prices at which any of the securities of Glyko or
BioMarin may trade at any time.

                                      G-4



Conclusion

   Based upon and subject to the foregoing, TD Securities is of the opinion
that, as of February 6, 2002, the BioMarin Share Consideration is fair, from a
financial point of view, to the holders of Common Shares.

                                          Yours very truly,

                                          TD SECURITIES INC.


                                      G-5



                                    ANNEX H

              SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

Part XV--Fundamental Changes

190.  (1) Right to dissent--Subject to sections 191 and 241, a holder of shares
of any class of a corporation may dissent if the corporation is subject to an
order under paragraph 192(4)(d) that affects the holder or if the corporation
resolves to

    (a) amend its articles under section 173 or 174 to add, change or remove
        any provisions restricting or constraining the issue, transfer or
        ownership of shares of that class;

    (b) amend its articles under section 173 to add, change or remove any
        restriction on the business or businesses that the corporation may
        carry on;

    (c) amalgamate otherwise than under section 184;

    (d) be continued under section 188;

    (e) sell, lease or exchange all or substantially all its property under
        subsection 189(3); or

    (f) carry out a going-private transaction or a squeeze-out transaction.

(2)  Further right--A holder of shares of any class or series of shares
     entitled to vote under section 176 may dissent if the corporation resolves
     to amend its articles in a manner described in that section.

(2.1)  If one class of shares--The right to dissent described in subsection (2)
       applies even if there is only one class of shares.

(3)  Payment for shares--In addition to any other right the shareholder may
     have, but subject to subsection (26), a shareholder who complies with this
     section is entitled, when the action approved by the resolution from which
     the shareholder dissents or an order made under subsection 192(4) becomes
     effective, to be paid by the corporation the fair value of the shares in
     respect of which the shareholder dissents, determined as of the close of
     business on the day before the resolution was adopted or the order was
     made.

(4)  No partial dissent--A dissenting shareholder may only claim under this
     section with respect to all the shares of a class held on behalf of any
     one beneficial owner and registered in the name of the dissenting
     shareholder.

(5)  Objection--A dissenting shareholder shall send to the corporation, at or
     before any meeting of shareholders at which a resolution referred to in
     subsection (1) or (2) is to be voted on, a written objection to the
     resolution, unless the corporation did not give notice to the shareholder
     of the purpose of the meeting and of their right to dissent.

(6)  Notice of resolution--The corporation shall, within ten days after the
     shareholders adopt the resolution, send to each shareholder who has filed
     the objection referred to in subsection (5) notice that the resolution has
     been adopted, but such notice is not required to be sent to any
     shareholder who voted for the resolution or who has withdrawn their
     objection.

(7)  Demand for payment--A dissenting shareholder shall, within twenty days
     after receiving a notice under subsection (6) or, if the shareholder does
     not receive such notice, within twenty days after learning that the
     resolution has been adopted, send to the corporation a written notice
     containing:

    (a) the shareholder's name and address;

    (b) the number and class of shares in respect of which the shareholder
        dissents; and

    (c) a demand for payment of the fair value of such shares.

                                      H-1



(8)  Share certificate--A dissenting shareholder shall, within thirty days
     after sending a notice under subsection (7), send the certificates
     representing the shares in respect of which the shareholder dissents to
     the corporation or its transfer agent.

(9)  Forfeiture--A dissenting shareholder who fails to comply with subsection
     (8) has no right to make a claim under this section.

(10) Endorsing certificate--A corporation or its transfer agent shall endorse
     on any share certificate received under subsection (8) a notice that the
     holder is a dissenting shareholder under this section and shall forthwith
     return the share certificates to the dissenting shareholder.

(11) Suspension of rights--On sending a notice under subsection (7), a
     dissenting shareholder ceases to have any rights as a shareholder other
     than to be paid the fair value of their shares as determined under this
     section except where:

    (a) the shareholder withdraws that notice before the corporation makes an
        offer under subsection (12),

    (b) the corporation fails to make an offer in accordance with subsection
        (12) and the shareholder withdraws the notice, or

    (c) the directors revoke a resolution to amend the articles under
        subsection 173(2) or 174(5), terminate an amalgamation agreement under
        subsection 183(6) or an application for continuance under
        subsection 188(6), or abandon a sale, lease or exchange under
        subsection 189(9),

    in which case the shareholder's rights are reinstated as of the date the
    notice was sent.

(12) Offer to pay--A corporation shall, not later than seven days after the
     later of the day on which the action approved by the resolution is
     effective or the day the corporation received the notice referred to in
     subsection (7), send to each dissenting shareholder who has sent such
     notice:

    (a) a written offer to pay for their shares in an amount considered by the
        directors of the corporation to be the fair value, accompanied by a
        statement showing how the fair value was determined; or

    (b) if subsection (26) applies, a notification that it is unable lawfully
        to pay dissenting shareholders for their shares.

(13) Same terms--Every offer made under subsection (12) for shares of the same
     class or series shall be on the same terms.

(14) Payment--Subject to subsection (26), a corporation shall pay for the
     shares of a dissenting shareholder within ten days after an offer made
     under subsection (12) has been accepted, but any such offer lapses if the
     corporation does not receive an acceptance thereof within thirty days
     after the offer has been made.

(15) Corporation may apply to court--Where a corporation fails to make an offer
     under subsection (12), or if a dissenting shareholder fails to accept an
     offer, the corporation may, within fifty days after the action approved by
     the resolution is effective or within such further period as a court may
     allow, apply to a court to fix a fair value for the shares of any
     dissenting shareholder.

(16) Shareholder application to court--If a corporation fails to apply to a
     court under subsection (15), a dissenting shareholder may apply to a court
     for the same purpose within a further period of twenty days or within such
     further period as a court may allow.

(17) Venue--An application under subsection (15) or (16) shall be made to a
     court having jurisdiction in the place where the corporation has its
     registered office or in the province where the dissenting shareholder
     resides if the corporation carries on business in that province.

(18) No security for costs--A dissenting shareholder is not required to give
     security for costs in an application made under subsection (15) or (16).

                                      H-2



(19) Parties--On an application to a court under subsection (15) or (16),

    (a) all dissenting shareholders whose shares have not been purchased by the
        corporation shall be joined as parties and are bound by the decision of
        the court; and

    (b) the corporation shall notify each affected dissenting shareholder of
        the date, place and consequences of the application and of their right
        to appear and be heard in person or by counsel.

(20) Powers of court--On an application to a court under subsection (15) or
     (16), the court may determine whether any other person is a dissenting
     shareholder who should be joined as a party, and the court shall then fix
     a fair value for the shares of all dissenting shareholders.

(21) Appraisers--A court may in its discretion appoint one or more appraisers
     to assist the court to fix a fair value for the shares of the dissenting
     shareholders.

(22) Final order--The final order of a court shall be rendered against the
     corporation in favour of each dissenting shareholder and for the amount of
     his shares as fixed by the court.

(23) Interest--A court may in its discretion allow a reasonable rate of
     interest on the amount payable to each dissenting shareholder from the
     date the action approved by the resolution is effective until the date of
     payment.

(24) Notice that subsection (26) applies--If subsection (26) applies, the
     corporation shall, within ten days after the pronouncement of an order
     under subsection (22), notify each dissenting shareholder that it is
     unable lawfully to pay dissenting shareholders for their shares.

(25) Effect where subsection (26) applies--If subsection (26) applies, a
     dissenting shareholder, by written notice delivered to the corporation
     within thirty days after receiving a notice under subsection (24), may:

    (a) withdraw their notice of dissent, in which case the corporation is
        deemed to consent to the withdrawal and the shareholder is reinstated
        to their full rights as a shareholder; or

    (b) retain a status as a claimant against the corporation, to be paid as
        soon as the corporation is lawfully able to do so or, in a liquidation,
        to be ranked subordinate to the rights of creditors of the corporation
        but in priority to its shareholders.

(26) Limitation--A corporation shall not make a payment to a dissenting
     shareholder under this section if there are reasonable grounds for
     believing that:

    (a) the corporation is or would after the payment be unable to pay its
        liabilities as they become due; or

    (b) the realizable value of the corporation's assets would thereby be less
        than the aggregate of its liabilities.

                                      H-3



                                    ANNEX I

              BIOMARIN CONSOLIDATED AUDITED FINANCIAL STATEMENTS

Index to BioMarin Pharmaceutical Inc. Consolidated Financial Statements


                                                                
        Report of Independent Public Accountants..................  I-2
        Consolidated Balance Sheets...............................  I-3
        Consolidated Statements of Operations.....................  I-4
        Consolidated Statements of Changes in Stockholders' Equity  I-5
        Consolidated Statements of Cash Flows..................... I-10
        Notes to Consolidated Financial Statements................ I-11


                                      I-1



                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS*

To the Stockholders of
BioMarin Pharmaceutical Inc.:

   We have audited the accompanying consolidated balance sheets of BioMarin
Pharmaceutical Inc. (a Delaware corporation in the development stage) and
Subsidiaries as of December 31, 2000 and 2001, and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for
the years ended December 31, 1999, 2000, and 2001. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BioMarin Pharmaceutical
Inc. and Subsidiaries as of December 31, 2000 and 2001 and the results of their
operations and their cash flows for the years ended December 31, 1999, 2000,
and 2001 in conformity with accounting principles generally accepted in the
United States.

                                          /s/  ARTHUR ANDERSEN LLP

San Francisco, California
February 21, 2002

* This report is a copy of a previously issued Arthur Andersen LLP report and
  this report has not been reissued by Arthur Andersen LLP.

                                      I-2



                 BioMarin Pharmaceutical Inc. and Subsidiaries
                         (a development-stage company)
Consolidated Balance Sheets as of December 31, 2000 and 2001 and March 31, 2002
              (In thousands, except for share and per share data)



                                                                        December 31,
                                                                    -------------------   March 31,
                                                                      2000       2001       2002
                                                                    --------  ---------  -----------
                                                                                         (unaudited)
                                                                                
                              ASSETS
Current assets:
   Cash and cash equivalents....................................... $ 16,530  $  12,528   $  18,202
   Short-term investments..........................................   23,671    118,569      96,596
   Due from BioMarin/Genzyme LLC...................................    1,799      3,096       5,888
   Current assets of discontinued operations of Glyko, Inc.........      918        668         852
   Other current assets............................................    1,623      1,922       1,888
                                                                    --------  ---------   ---------
       Total current assets........................................   44,541    136,783     123,426
Property and equipment, net........................................   20,715     32,560      33,059
Investment in BioMarin/Genzyme LLC.................................    1,482      1,145        (512)
Note receivable from officer.......................................       --        889         899
Non-current assets of discontinued operations of Glyko, Inc........    9,862         --          --
Deposits...........................................................      333        434         434
                                                                    --------  ---------   ---------
       Total assets................................................ $ 76,933  $ 171,811   $ 157,306
                                                                    ========  =========   =========
               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable................................................ $  4,647  $   4,284   $   3,188
   Accrued liabilities.............................................    1,951      2,198       4,375
   Current liabilities of discontinued operations of Glyko, Inc....      258        229         154
   Current portion of capital lease obligations....................       --         66         193
   Short term portion of notes payable.............................       27      1,525       1,525
                                                                    --------  ---------   ---------
       Total current liabilities...................................    6,883      8,302       9,435
Long-term liabilities:
   Long term portion of notes payable..............................       56      3,864       3,421
   Long term portion capital lease obligations.....................       --         97          82
                                                                    --------  ---------   ---------
       Total liabilities...........................................    6,939     12,263      12,938
                                                                    --------  ---------   ---------
Commitments and contingencies (note 8)
Stockholders' equity:
   Common stock, $0.001 par value: 75,000,000 shares authorized,
     36,921,966, 52,402,355 and 53,357,642 shares issued and
     outstanding at December 31, 2000 and 2001 and March 31, 2002,
     respectively..................................................       37         52          53
   Additional paid-in capital......................................  153,940    305,230     316,469
   Warrants........................................................       --      5,134       5,219
   Deferred compensation...........................................   (1,530)      (699)       (490)
   Notes receivable from stockholders..............................   (1,940)    (2,037)     (2,087)
   Foreign currency translation adjustment.........................       --        (13)        (74)
   Deficit accumulated during the development stage................  (80,513)  (148,119)   (174,722)
                                                                    --------  ---------   ---------
       Total stockholders' equity..................................   69,994    159,548     144,368
                                                                    --------  ---------   ---------
       Total liabilities and stockholders' equity.................. $ 76,933  $ 171,811   $ 157,306
                                                                    ========  =========   =========


       The accompanying notes are an integral part of these statements.

                                      I-3



                 BioMarin Pharmaceutical Inc. and Subsidiaries
                         (a development-stage company)
                   Consolidated Statements of Operations for
           the Years Ended December 31, 1999, 2000 and 2001 and for
         the Three Month Periods Ended March 31, 2001 and 2002 and for
         the Period from March 21, 1997 (inception) to March 31, 2002
                     (In thousands, except per share data)



                                                                                        Period from
                                                                                       March 21, 1997
                                              December 31,              March 31,      (inception) to
                                      ----------------------------  -----------------    March 31,
                                        1999      2000      2001      2001     2002         2002
                                      --------  --------  --------  -------  --------  --------------
                                                                               (unaudited)
                                                                     
Revenues:
   BioMarin/Genzyme LLC.............. $  5,300  $  9,714  $ 11,330  $ 2,690  $  3,792    $  30,990
   Other revenues....................       --        --       369       --        --          369
                                      --------  --------  --------  -------  --------    ---------
       Total revenues................    5,300     9,714    11,699    2,690     3,792       31,359
                                      --------  --------  --------  -------  --------    ---------
Operating costs and expenses:
   Research and development..........   26,341    34,459    45,283    9,657    13,218      131,501
   General and administrative........    4,757     6,507     6,718    1,474     3,926       25,970
   In-process research and
     development.....................       --        --    11,647       --    11,223       22,870
   Facility closure..................       --     4,423        --       --        --        4,423
                                      --------  --------  --------  -------  --------    ---------
       Total operating costs and
         expenses....................   31,098    45,389    63,648   11,131    28,367      184,764
                                      --------  --------  --------  -------  --------    ---------
       Loss from operations..........  (25,798)  (35,675)  (51,949)  (8,441)  (24,575)    (153,405)
Interest income......................    1,832     2,979     1,871      468       380        7,812
Interest expense.....................     (732)       (7)      (17)      (2)      (91)        (847)
Equity in loss of BioMarin/Genzyme
  LLC................................   (1,673)   (2,912)   (7,333)  (1,108)   (2,298)     (14,263)
                                      --------  --------  --------  -------  --------    ---------
       Net loss from continuing
         operations..................  (26,371)  (35,615)  (57,428)  (9,083)  (26,584)    (160,703)
Income (loss) from discontinued
  operations.........................   (1,701)   (1,749)   (2,266)    (617)      122       (5,966)
Loss from disposal of discontinued
  operations.........................       --        --    (7,912)      --      (141)      (8,053)
                                      --------  --------  --------  -------  --------    ---------
       Net loss...................... $(28,072) $(37,364) $(67,606) $(9,700) $(26,603)   $(174,722)
                                      ========  ========  ========  =======  ========    =========
Net loss per share, basic and diluted
   Loss from continuing operations... $  (0.88) $  (0.99) $  (1.40) $ (0.24) $  (0.51)   $   (5.44)
                                      ========  ========  ========  =======  ========    =========
   Income (loss) from discontinued
     operations...................... $  (0.06) $  (0.05) $  (0.06) $ (0.02) $     --    $   (0.20)
                                      ========  ========  ========  =======  ========    =========
   Loss on disposal of discontinued
     operations...................... $     --  $     --  $  (0.19) $    --  $     --    $   (0.27)
                                      ========  ========  ========  =======  ========    =========
       Net loss...................... $  (0.94) $  (1.04) $  (1.65) $ (0.26) $  (0.51)   $   (5.91)
                                      ========  ========  ========  =======  ========    =========
Weighted average common shares
  outstanding........................   29,944    35,859    41,083   37,052    52,535       29,539
                                      ========  ========  ========  =======  ========    =========


       The accompanying notes are an integral part of these statements.

                                      I-4



                 BioMarin Pharmaceutical Inc. and Subsidiaries
                         (a development-stage company)
      Consolidated Statements of Changes in Stockholders' Equity for the
      Period from March 21, 1997 (inception) to December 31, 1998 and for
               Years ended December 31, 1999, 2000 and 2001 and
          for the Three-Month Period ended March 31, 2002 (unaudited)
                     (In thousands, except per share data)




                                                                           Common Stock  Additional   Warrants
                                                                           -------------  Paid-in   -------------   Deferred
                                                                           Shares Amount  Capital   Shares Amount Compensation
                                                                           ------ ------ ---------- ------ ------ ------------
                                                                                                
BALANCE, MARCH 21, 1997...................................................     --  $--    $    --     --    $ --    $    --
Issuance of common stock to Glyko Biomedical, Ltd. on March 21, 1997,
 for cash, $1.00 per share................................................  1,500    1      1,499     --      --         --
Issuance of common stock to Glyko Biomedical Ltd. in June 1997, in
 exchange for technology, $1.00 per share.................................  7,000    7         (7)    --      --         --
Issuance of common stock in October 1997, $1.00 per share (net of
 issuance costs of $439,720, including the issuance of 299,000 shares of
 common stock, $1.00 per share, and warrants to purchase an additional
 299,000 shares of common stock for brokerage services)...................  4,039    4      3,595    299      48         --
Issuance of common stock to employees in exchange for notes in October
 1997, $1.00 per share....................................................  2,500    3      2,497     --      --       (200)
Issuance of common stock and warrants on December 31, 1997, $1.00 per
 share (net of issuance costs of $592,309, including the issuance of
 502,500 shares of common stock, $1.00 per share and warrants to
 purchase an additional 502,500 shares of common stock for brokerage
 services)................................................................  5,528    6      4,930    503      80         --
Issuance of common stock on June 30, 1998, for cash, $6.00 per share (net
 of issuance costs of $263,208, including the issuance of 31,368 shares
 of common stock, $6.00 per share, for brokerage services)................    599    1      3,328     --      --         --
Issuance of common stock on July 14, 1998, for cash, $6.00 per share (net
 of issuance costs of $387,474, including the issuance of 64,579 shares
 of common stock, $6.00 per share, for brokerage services)................  1,385    1      7,924     --      --         --
Issuance of common stock on August 3, 1998, for cash, $6.00 per share
 (net of issuance costs of $12,318, including the issuance of 2,053 shares
 of common stock, $6.00 per share, for brokerage services)................     31   --        176     --      --         --
Issuance of common stock to Genzyme Corporation on September 2,
 1998, for cash, $6.00 per share..........................................  1,333    1      7,999     --      --         --
Issuance of common stock to Glyko Biomedical, Ltd. for the purchase of
 Glyko, Inc. on October 7, 1998, for common shares, $6.00 per share
 and the assumption of options of Glyko, Inc. employees...................  2,259    2     14,859     --      --         --
Common stock options granted in exchange for services.....................     --   --         35     --      --        (17)
Exercise of common stock options..........................................      2   --          1     --      --         --
Interest on notes receivable..............................................     --   --         --     --      --         --
Deferred compensation on stock options....................................     --   --      3,222     --      --     (3,222)
Amortization of deferred compensation.....................................     --   --         --     --      --        186
Net loss for the period from March 31, 1997 (inception), to December 31,
 1998.....................................................................     --   --         --     --      --         --
                                                                           ------  ---    -------    ---    ----    -------
BALANCE, DECEMBER 31, 1998................................................ 26,176  $26    $50,058    802    $128    $(3,253)
                                                                           ======  ===    =======    ===    ====    =======



                                                                              Notes       Deficit
                                                                            Receivable  Accumulated     Total
                                                                               from       During    Stockholders'
                                                                           Stockholders Development    Equity
                                                                           ------------    Stage    -------------
                                                                                           
BALANCE, MARCH 21, 1997...................................................   $    --     $     --     $     --
Issuance of common stock to Glyko Biomedical, Ltd. on March 21, 1997,
 for cash, $1.00 per share................................................        --           --        1,500
Issuance of common stock to Glyko Biomedical Ltd. in June 1997, in
 exchange for technology, $1.00 per share.................................        --           --           --
Issuance of common stock in October 1997, $1.00 per share (net of
 issuance costs of $439,720, including the issuance of 299,000 shares of
 common stock, $1.00 per share, and warrants to purchase an additional
 299,000 shares of common stock for brokerage services)...................        --           --        3,647
Issuance of common stock to employees in exchange for notes in October
 1997, $1.00 per share....................................................    (2,300)          --           --
Issuance of common stock and warrants on December 31, 1997, $1.00 per
 share (net of issuance costs of $592,309, including the issuance of
 502,500 shares of common stock, $1.00 per share and warrants to
 purchase an additional 502,500 shares of common stock for brokerage
 services)................................................................        --           --        5,016
Issuance of common stock on June 30, 1998, for cash, $6.00 per share (net
 of issuance costs of $263,208, including the issuance of 31,368 shares
 of common stock, $6.00 per share, for brokerage services)................        --           --        3,329
Issuance of common stock on July 14, 1998, for cash, $6.00 per share (net
 of issuance costs of $387,474, including the issuance of 64,579 shares
 of common stock, $6.00 per share, for brokerage services)................        --           --        7,925
Issuance of common stock on August 3, 1998, for cash, $6.00 per share
 (net of issuance costs of $12,318, including the issuance of 2,053 shares
 of common stock, $6.00 per share, for brokerage services)................        --           --          176
Issuance of common stock to Genzyme Corporation on September 2,
 1998, for cash, $6.00 per share..........................................        --           --        8,000
Issuance of common stock to Glyko Biomedical, Ltd. for the purchase of
 Glyko, Inc. on October 7, 1998, for common shares, $6.00 per share
 and the assumption of options of Glyko, Inc. employees...................        --           --       14,861
Common stock options granted in exchange for services.....................        --           --           18
Exercise of common stock options..........................................        --           --            1
Interest on notes receivable..............................................      (188)          --         (188)
Deferred compensation on stock options....................................        --           --           --
Amortization of deferred compensation.....................................        --           --          186
Net loss for the period from March 31, 1997 (inception), to December 31,
 1998.....................................................................        --      (15,077)     (15,077)
                                                                             -------     --------     --------
BALANCE, DECEMBER 31, 1998................................................   $(2,488)    $(15,077)    $(29,394)
                                                                             =======     ========     ========


       The accompanying notes are an integral part of these statements.

                                      I-5



                 BioMarin Pharmaceutical Inc. and Subsidiaries
                         (a development-stage company)
      Consolidated Statements of Changes in Stockholders' Equity for the
      Period from March 21, 1997 (inception) to December 31, 1998 and for
               Years ended December 31, 1999, 2000 and 2001 and
          for the Three-Month Period ended March 31, 2002 (unaudited)
                     (In thousands, except per share data)



                                                                                                   Deficit
                                                                                       Notes     Accumulated
                                    Common Stock  Additional   Warrants              Receivable    During     Total
                                    -------------  Paid-in   ------------- Deferred     from     Development   SH's
                                    Shares Amount  Capital   Shares Amount  Comp.   Stockholders    Stage     Equity
                                    ------ ------ ---------- ------ ------ -------- ------------ ----------- --------
                                                                                  
Balance at January 1, 1999......... 26,176  $26    $ 50,058   802    $128  $(3,253)   $(2,488)    $(15,077)  $ 29,394
Issuance of common stock on July
 23, 1999, in an initial public
 offering (IPO) for cash at
 $13.00 per share (net of issuance
 costs of $7)......................  4,500    4      51,805    --      --       --         --           --     51,809
Issuance of common stock on July
 23, 1999 to Genzyme Corporation
 in a private placement concurrent
 with the IPO for cash at
 $13.00 per share..................    769    1       9,999    --      --       --         --           --     10,000
Issuance of common stock on July
 23, 1999 concurrent with the IPO
 upon conversion of promissory
 notes plus accrued interest of
 $720 at $10.00 per share (net of
 issuance costs of $1).............  2,672    3      25,612    --      --       --         --           --     25,615
Issuance of common stock on August
 3, 1999 and August 25, 1999 from
 the over- allotment exercise by
 underwriters at $13.00 per share
 (net of issuance costs of $1).....    675    1       8,141    --      --       --         --           --      8,142
Exercise of common stock options...     40   --         148    --      --       --         --           --        148
Interest on notes receivable from
 stockholders......................     --   --         150    --      --       --       (150)          --         --
Deferred compensation related to
 stock options.....................     --   --         679    --      --     (679)        --           --         --
Amortization of deferred
 compensation......................     --   --          --    --      --    1,341         --           --      1,341
Net Loss...........................     --   --          --    --      --       --         --      (28,072)   (28,072)
                                    ------  ---    --------   ---    ----  -------    -------     --------   --------
Balance at December 31, 1999....... 34,832  $35    $146,592   802    $128  $(2,591)   $(2,638)    $(43,149)  $ 98,377
                                    ======  ===    ========   ===    ====  =======    =======     ========   ========


       The accompanying notes are an integral part of these statements.

                                      I-6



                 BioMarin Pharmaceutical Inc. and Subsidiaries
                         (a development-stage company)
      Consolidated Statements of Changes in Stockholders' Equity for the
      Period from March 21, 1997 (inception) to December 31, 1998 and for
               Years ended December 31, 1999, 2000 and 2001 and
          for the Three-Month Period ended March 31, 2002 (unaudited)
                     (In thousands, except per share data)



                                                                                                                     Deficit
                                                                                             Notes                 Accumulated
                                          Common Stock  Additional   Warrants              Receivable    Foreign     During
                                         --------------  Paid-in   ------------  Deferred     from      Currency   Development
                                         Shares  Amount  Capital   Shares Amount  Comp.   Stockholders Translation    Stage
                                         ------  ------ ---------- ------ ------ -------- ------------ ----------- -----------
                                                                                        
Balance at January 1, 2000.............. 34,832   $35    $146,592    802  $ 128  $(2,591)   $(2,638)      $ --      $(43,149)
Issuance of common stock on April 30,
  2000 pursuant to the Employee Stock
  Purchase Plan at $11.05 per share.....     18    --         199     --     --       --         --         --            --
Issuance of common stock on October 31,
  2000 pursuant to the Employee Stock
  Purchase Plan at $11.05 per share.....     10    --         115     --     --       --         --         --            --
Exercise of common stock options........  1,301     1       5,674     --     --       --         --         --            --
Exercise of common stock warrants.......    802     1         929   (802)  (128)      --         --         --            --
Common stock surrendered by
  stockholders for payment of principal
  and interest..........................    (41)   --        (170)    --     --       --        170         --            --
Repayment of notes from stockholders....     --    --          --     --     --       --        804         --            --
Interest on notes receivable............     --    --         276     --     --       --       (276)        --            --
Amortization of deferred compensation...     --    --          --     --     --    1,386         --         --            --
Deferred compensation related to stock
  and option issuances, net of
  terminations..........................     25    --         325     --     --     (325)        --         --            --
Net loss................................     --    --          --     --     --       --         --         --       (37,364)
                                         ------   ---    --------   ----  -----  -------    -------       ----      --------
Balance at December 31, 2000............ 36,947   $37    $153,940     --  $  --  $(1,530)   $(1,940)      $ --      $(80,513)
                                         ======   ===    ========   ====  =====  =======    =======       ====      ========





                                          Total
                                           SH's
                                          Equity
                                         --------
                                      
Balance at January 1, 2000.............. $ 98,377
Issuance of common stock on April 30,
  2000 pursuant to the Employee Stock
  Purchase Plan at $11.05 per share.....      199
Issuance of common stock on October 31,
  2000 pursuant to the Employee Stock
  Purchase Plan at $11.05 per share.....      115
Exercise of common stock options........    5,675
Exercise of common stock warrants.......      802
Common stock surrendered by
  stockholders for payment of principal
  and interest..........................       --
Repayment of notes from stockholders....      804
Interest on notes receivable............       --
Amortization of deferred compensation...    1,386
Deferred compensation related to stock
  and option issuances, net of
  terminations..........................       --
Net loss................................  (37,364)
                                         --------
Balance at December 31, 2000............ $ 69,994
                                         ========


       The accompanying notes are an integral part of these statements.

                                      I-7



                 BioMarin Pharmaceutical Inc. and Subsidiaries
                         (a development-stage company)
      Consolidated Statements of Changes in Stockholders' Equity for the
      Period from March 21, 1997 (inception) to December 31, 1998 and for
               Years ended December 31, 1999, 2000 and 2001 and
          for the Three-Month Period ended March 31, 2002 (unaudited)
                     (In thousands, except per share data)



                                                                                                         Deficit
                                                                                  Note                 Accumulated
                                                  Additional                   Receivable    Foreign     During        Total
                                    Common Stock   Paid-in   Warrants Deferred    from      Currency   Development Stockholders'
                                    Shares Amount  Capital    Amount   Comp.   Stockholder Translation    Stage       Equity
-                                   ------ ------ ---------- -------- -------- ----------- ----------- ----------- -------------
                                                                                        
Balance at January 1, 2001......... 36,947  $37    $153,940      $--  $(1,530)   $(1,940)      $--       $(80,513)    $69,994
Issuance of common stock under
  ESPP on April 30 and October 31,
  2001 at $9.22 and $9.51 per
  share, respectively..............     35   --         288       --       --         --        --             --         288
Issuance of 1,345 shares of common
  stock to Acqua Wellington for
  cash in five transactions priced
  from $9.60 to $10.16 per share
  net of issuance costs............  1,344    1      13,163       --       --         --        --             --      13,164
Issuance of 4,870 shares of common
  stock and warrants to purchase
  753 shares of common stock on
  May 16 and 17, 2001 at $9.45 per
  shares, net of issuance costs....  4,870    5      37,507    5,134       --         --        --             --      42,646
Issuance of 814 shares of common
  stock on October 31, 2001 at
  $10.218 per share to purchase
  certain therapeutic assets of
  IBEX.............................    814    1       8,323       --       --         --        --             --       8,324
Issuance of stock options on
  October 31, 2001 in connection
  with the IBEX acquisition........     --   --         291       --       --         --        --             --         291
Issuance of 8,050 shares of common
  stock on December 13, 2001 in a
  public offering at $12 per share
  net of issuance costs............  8,050    8      90,363       --       --         --        --             --      90,371
Exercise of common stock options...    342   --       1,258       --       --         --        --             --       1,258
Interest accrued on notes
  receivable.......................     --   --          97       --       --        (97)       --             --          --
Foreign currency translation.......     --   --          --       --       --         --       (13)            --         (13)
Amortization of deferred
  compensation.....................     --   --          --       --      831         --        --             --         831
Net loss...........................     --   --          --       --       --         --        --        (67,606)    (67,606)
                                    ------  ---    --------   ------  -------    -------      ----      ---------    --------
Balance at December 31, 2001....... 52,402  $52    $305,230   $5,134    $(699)   $(2,037)     $(13)     $(148,119)   $159,548
                                    ======  ===    ========   ======  =======    =======      ====      =========    ========


       The accompanying notes are an integral part of these statements.

                                      I-8



                 BioMarin Pharmaceutical Inc. and Subsidiaries
                         (a development-stage company)
      Consolidated Statements of Changes in Stockholders' Equity for the
      Period from March 21, 1997 (inception) to December 31, 1998 and for
               Years ended December 31, 1999, 2000 and 2001 and
          for the Three-Month Period ended March 31, 2002 (unaudited)
                     (In thousands, except per share data)





                                                                                                          Deficit
                                                                                  Notes                 Accumulated
                                    Common Stock  Additional                    Receivable    Foreign     During        Total
                                    -------------  Paid-in            Deferred     from      Currency   Development Stockholders'
                                    Shares Amount  Capital   Warrants  Comp.   Stockholders Translation    Stage       Equity
                                    ------ ------ ---------- -------- -------- ------------ ----------- ----------- -------------
                                                                                         
Balance at January 1, 2002......... 52,402  $52    $305,230   $5,134   $(699)    $(2,037)      $(13)     $(148,119)   $159,548
Exercise of common stock options...     70   --         375       --      --          --         --             --         375
Issuance of 885 shares of common
  stock issued to Synapse
  shareholders to purchase Synapse
  on March 21, 2002 at $11.50 per
  share............................    885    1      10,180       --      --          --         --             --      10,181
Issuance of common stock options
  and common stock warrants in
  connection with the Synapse
  transaction on March 21, 2002....     --   --         561       85      --          --         --             --         646
Other non-cash compensation........     --   --         229       --      --          --         --             --         229
Interest on notes receivable from
  stockholders.....................     --   --          23       --      --         (27)        --             --          (4)
Amortization of deferred
  compensation.....................     --   --          --       --     209         (23)        --             --         186
Additional issuance costs related
  to December 2001 offering........     --   --        (129)      --      --          --         --             --        (129)
Foreign currency translation.......     --   --          --       --      --          --        (61)            --         (61)
Net loss...........................     --   --          --       --      --          --         --        (26,603)    (26,603)
                                    ------  ---    --------   ------   -----     -------       ----      ---------    --------
Balance at March 31, 2002
  (unaudited)...................... 53,357  $53    $316,469   $5,219   $(490)    $(2,087)      $(74)     $(174,722)   $144,368
                                    ======  ===    ========   ======   =====     =======       ====      =========    ========


       The accompanying notes are an integral part of these statements.

                                      I-9



                 BioMarin Pharmaceutical Inc. and Subsidiaries