Biomarin Pharmaceutical Inc Sample Contracts

Biomarin Pharmaceutical Inc – BioMarin Pharmaceutical Inc. Amended and Restated 2006 Employee Stock Purchase Plan, As Amended and Restated April 12, 2019 (August 2nd, 2019)

The following constitutes the provisions of the BioMarin Pharmaceutical Inc. Amended and Restated 2006 Employee Stock Purchase Plan of BioMarin Pharmaceutical Inc. (the “Company”), which is an amendment and restatement of the Company’s 1998 Employee Stock Purchase Plan (which shall remain in full force and effect (including all Offering Periods, as defined below, in effect thereunder).

Biomarin Pharmaceutical Inc – FIRST AMENDMENT TO THE AMENDED AND RESTATED BIOMARIN PHARMACEUTICAL INC. (the “Company”) NONQUALIFIED DEFERRED COMPENSATION PLAN (the “Plan”) (August 2nd, 2019)
Biomarin Pharmaceutical Inc – BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, As Amended April 12, 2019 (August 2nd, 2019)
Biomarin Pharmaceutical Inc – CREDIT AGREEMENT Dated as of October 19, 2018 among BIOMARIN PHARMACEUTICAL INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and a Lender, CITIBANK, N.A., as L/C Issuer and the other Lenders from time to time party hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIBANK, N.A. WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint Bookrunners (February 28th, 2019)

This CREDIT AGREEMENT (“Agreement”) is entered into as of October 19, 2018, among BIOMARIN PHARMACEUTICAL INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender and Citibank, N.A., as L/C Issuer.

Biomarin Pharmaceutical Inc – Contacts: (February 21st, 2019)

Non-GAAP Income (Loss) is defined by the Company as reported GAAP Net Income (Loss), excluding net interest expense, provision for (benefit from) income taxes, depreciation expense, amortization expense, stock-based compensation expense, contingent consideration expense and, in certain periods, certain other specified items. Refer to Non-GAAP Information beginning on page 9 of this press release for a complete discussion of the Company’s Non-GAAP financial information and reconciliations to the comparable information reported under Generally Accepted Accounting Principles in the United States (US GAAP).

Biomarin Pharmaceutical Inc – Contact: (October 25th, 2018)

Non-GAAP Income is defined by the Company as reported GAAP Net Income (Loss), excluding net interest expense, provision for (benefit from) income taxes, depreciation expense, amortization expense, stock-based compensation expense, contingent consideration expense and, in certain periods, certain other specified items. Refer to Non-GAAP Information beginning on page 9 of this press release for a complete discussion of the Company’s Non-GAAP financial information and reconciliations to the comparable information reported under Generally Accepted Accounting Principles in the United States (US GAAP).

Biomarin Pharmaceutical Inc – Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Stockholders’ Meetings 1 2.5 Manner of Giving Notice; Affidavit of Notice 2 2.6 Quorum 2 2.7 Adjourned Meeting; Notice 2 2.8 Voting 2 2.9 Waiver of Notice 3 2.10 Stockholder Action by Written Consent Without a Meeting 3 2.11 Record Date 3 2.12 Proxies 4 2.13 List of Stockholders Entitled to Vote 4 2.14 Nature of Business at Meetings of Stockholders 5 2.15 Nomination of Directors 7 2.16 Stock Ledger (September 24th, 2018)
Biomarin Pharmaceutical Inc – Contact: (August 2nd, 2018)

Non-GAAP Income is defined by the Company as reported GAAP Net Income (Loss), excluding net interest expense, provision for (benefit from) income taxes, depreciation expense, amortization expense, stock-based compensation expense, contingent consideration expense and, in certain periods, certain other specified items. Refer to Non-GAAP Information beginning on page 9 of this press release for a complete discussion of the Company’s Non-GAAP financial information and reconciliations to the comparable information reported under Generally Accepted Accounting Principles in the United States (US GAAP).

Biomarin Pharmaceutical Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (April 27th, 2018)

first AMENDMENT TO credit AGREEMENT (this “Amendment”), dated as of March 15, 2018, by and among BIOMARIN PHARMACEUTICAL INC., a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

Biomarin Pharmaceutical Inc – Asset Purchase Agreement by and between Novartis Pharma AG, BioMarin Pharmaceutical Inc. And BioMarin Commercial Ltd. (February 26th, 2018)

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of November 21, 2017, by and among Novartis Pharma AG (“Buyer”), BioMarin Pharmaceutical Inc. (“BPI”), and BioMarin Commercial Ltd. (“Seller”).  Buyer, BPI, and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

Biomarin Pharmaceutical Inc – Settlement and License Agreement (November 13th, 2017)

This Settlement and License Agreement (“Agreement”), effective April 12, 2017, is entered into by and between BioMarin Pharmaceutical Inc., a corporation organized and existing under the laws of the State of Delaware, having a principal place of business at 770 Lindaro Street, San Rafael, California 94901 (“BioMarin”), Merck & Cie, a Swiss corporation having a principal place of business at Im Laternenacker 5, 8200 Schaffhausen, Switzerland (“Merck”) (together “Plaintiffs”); and Par Pharmaceutical, Inc. (“Par”), a company organized under the laws of Delaware, having a principal place of business at 300 Tice Boulevard, Woodcliff Lake, NJ 07677.  Each of BioMarin, Merck, and Par are individually referred to herein by name or the term “Party” and collectively referred to herein as “Parties.”

Biomarin Pharmaceutical Inc – Contact: (October 26th, 2017)

Non-GAAP income (loss) is defined by the Company as reported GAAP Net Income (Loss), excluding net interest expense, provision for (benefit from) income taxes, depreciation expense, amortization expense, stock-based compensation expense, contingent consideration expense and, in certain periods, certain other specified items as detailed below. Refer to Non-GAAP Information beginning on page 9 of this press release for a complete discussion of the Company’s Non-GAAP financial information and reconciliations to the comparable GAAP reported information.

Biomarin Pharmaceutical Inc – Siana E. Lowrey slowrey@cooley.com August 11, 2017 BioMarin Pharmaceutical Inc. (August 11th, 2017)
Biomarin Pharmaceutical Inc – BioMarin Announces Offering of $450 Million of 0.599% Senior Subordinated Convertible Notes Due 2024 (August 11th, 2017)

SAN RAFAEL, Calif., Aug. 7, 2017 /PRNewswire/ — BioMarin Pharmaceutical Inc. (NASDAQ: BMRN), announced today an underwritten offering of $450 million aggregate principal amount of 0.599% senior subordinated convertible notes due 2024 (the Notes). BioMarin has also granted the underwriters a 13-day option to purchase up to an additional $45 million aggregate principal amount of Notes. BioMarin intends to use a majority of the net proceeds from the offering to repay, repurchase or settle in cash some or all of BioMarin’s 0.75% senior subordinated convertible notes due in October 2018, although it does not intend to affect any such repayment or repurchase concurrently with the offering. BioMarin intends to use the remaining net proceeds from this offering for general corporate purposes, including clinical trials of its product candidates and the expansion of its manufacturing capacity, particularly with respect to the manufacturing capability for its gene therapy program. The initial conv

Biomarin Pharmaceutical Inc – BIOMARIN PHARMACEUTICAL INC. (a Delaware corporation) 0.599% Senior Subordinated Convertible Notes due 2024 UNDERWRITING AGREEMENT (August 11th, 2017)
Biomarin Pharmaceutical Inc – BIOMARIN PHARMACEUTICAL INC., Issuer AND WILMINGTON TRUST, NATIONAL ASSOCATION, Trustee INDENTURE Dated as of August 11, 2017 Debt Securities (August 11th, 2017)

INDENTURE, dated as of August 11, 2017, among BioMarin Pharmaceutical Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”):

Biomarin Pharmaceutical Inc – BioMarin Announces Offering of $450 Million of Senior Subordinated Convertible Notes Due 2024 (August 11th, 2017)

SAN RAFAEL, Calif., Aug. 7, 2017 /PRNewswire/ — BioMarin Pharmaceutical Inc. (NASDAQ: BMRN), announced today an underwritten offering of $450 million aggregate principal amount of senior subordinated convertible notes due 2024 (the Notes). BioMarin has also granted the underwriters a 13-day option to purchase up to an additional $50 million aggregate principal amount of Notes. BioMarin intends to use a majority of the net proceeds from the offering to repay, repurchase or settle in cash some or all of BioMarin’s 0.75% senior subordinated convertible notes due in October 2018, although it does not intend to effect any such repayment or repurchase concurrently with the offering. BioMarin intends to use the remaining net proceeds from this offering for general corporate purposes, including clinical trials of its product candidates and the expansion of its manufacturing capacity, particularly with respect to the manufacturing capability for its gene therapy program. The Notes will be conve

Biomarin Pharmaceutical Inc – FIRST SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 11, 2017 TO INDENTURE DATED AS OF AUGUST 11, 2017 BETWEEN BIOMARIN PHARMACEUTICAL INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE (August 11th, 2017)

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 11, 2017, is between BioMarin Pharmaceutical Inc., a corporation duly organized under the laws of the State of Delaware (the “Company”), and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”), and supplements the indenture, dated as of August 11, 2017, between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes (as defined below), the “Indenture”).

Biomarin Pharmaceutical Inc – Settlement and License Agreement (August 2nd, 2017)

This Settlement and License Agreement (“Agreement”), effective April 12, 2017, is entered into by and between BioMarin Pharmaceutical Inc., a corporation organized and existing under the laws of the State of Delaware, having a principal place of business at 770 Lindaro Street, San Rafael, California 94901 (“BioMarin”), Merck & Cie, a Swiss corporation having a principal place of business at Im Laternenacker 5, 8200 Schaffhausen, Switzerland (“Merck”) (together “Plaintiffs”); and Par Pharmaceutical, Inc. (“Par”), a company organized under the laws of Delaware, having a principal place of business at 300 Tice Boulevard, Woodcliff Lake, NJ 07677.  Each of BioMarin, Merck, and Par are individually referred to herein by name or the term “Party” and collectively referred to herein as “Parties.”

Biomarin Pharmaceutical Inc – BIOMARIN PHARMACEUTICAL INC. 2017 Equity Incentive Plan (the “Plan”) Agreement Regarding Performance Stock Awards in the Form of Restricted Stock Units (June 12th, 2017)

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement Regarding Performance Stock Awards in the Form of Restricted Stock Units (this “Agreement”).

Biomarin Pharmaceutical Inc – RESTATED CERTIFICATE OF INCORPORATION OF BIOMARIN PHARMACEUTICAL INC. (June 12th, 2017)

BioMarin Pharmaceutical Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

Biomarin Pharmaceutical Inc – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIOMARIN PHARMACEUTICAL INC. (June 12th, 2017)

BioMarin Pharmaceutical Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that:

Biomarin Pharmaceutical Inc – BIOMARIN PHARMACEUTICAL INC. 2017 Equity Incentive Plan (the “Plan”) STOCK OPTIONS AGREEMENT (June 12th, 2017)

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Options Agreement (this “Agreement”).

Biomarin Pharmaceutical Inc – BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan Adopted by the Compensation Committee of the Board of Directors: April 10, 2017 Approved by the Shareholders: June 6, 2017 (June 12th, 2017)
Biomarin Pharmaceutical Inc – BIOMARIN PHARMACEUTICAL INC. 2017 Equity Incentive Plan (the “Plan”) Agreement Regarding Restricted Stock Units (June 12th, 2017)

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement Regarding Restricted Stock Units (this “Agreement”).

Biomarin Pharmaceutical Inc – BIOMARIN PHARMACEUTICAL INC. Amended and Restated 2006 Share Incentive Plan Agreement Regarding Performance Compensation Award in the Form of Restricted Stock Units (February 27th, 2017)

Unless otherwise defined herein, all capitalized terms used in this Agreement Regarding Performance Compensation Award in the Form of Restricted Stock Units (this “Award Agreement”) shall have the meanings attributed thereto in the Amended and Restated BioMarin Pharmaceutical Inc. 2006 Share Incentive Plan (as amended, the “Plan”).  By executing this Award Agreement, you agree to be bound by all of the provisions of the Plan applicable to an award of restricted stock units and performance units made pursuant to the Plan (including without limitation, the terms and conditions set forth in Sections 10, 11, 12, 14, 17, 20, 21, 22, 23 and 24 of the Plan), the provisions of which are hereby made a part of this Award and incorporated herein by reference, and all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Award and those of the Plan, the provisions

Biomarin Pharmaceutical Inc – CREDIT AGREEMENT Dated as of November 29, 2016 among BIOMARIN PHARMACEUTICAL INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, and the other Lenders from time to time party hereto (February 27th, 2017)
Biomarin Pharmaceutical Inc – INDEMNIFICATION AGREEMENT (December 19th, 2016)

This Indemnification Agreement (this Agreement) dated as of ________________, 20__, is made by and between BioMarin Pharmaceutical Inc., a Delaware corporation (the Company), and _________________ (Indemnitee).

Biomarin Pharmaceutical Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 19th, 2016)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of December 13, 2016 (“Effective Date”) by and between BioMarin Pharmaceutical Inc., a Delaware corporation (the “Company”), and Jean-Jacques Bienaimé (“Employee”).

Biomarin Pharmaceutical Inc – BIOMARIN PHARMACEUTICAL INC. 2006 Share Incentive Plan (as amended and restated on April 16, 2015) (the “Plan”) Form of Amendment to Agreement Regarding Restricted Share Units (December 9th, 2016)

This Amendment (this “Amendment”), effective as of December 5, 2016, is made by and between BioMarin Pharmaceutical Inc., a Delaware corporation (the “Company”) and _________ (“Grantee”).

Biomarin Pharmaceutical Inc – BIOMARIN PHARMACEUTICAL INC. (a Delaware corporation) 7,500,000 Shares of Common Stock UNDERWRITING AGREEMENT (August 11th, 2016)
Biomarin Pharmaceutical Inc – BIOMARIN PHARMACEUTICAL INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities (August 8th, 2016)

INDENTURE, dated as of [●], 20 , among BioMarin Pharmaceutical Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

Biomarin Pharmaceutical Inc – Index to consolidated financial statements of Prosensa Holding N.V. in liquidatie (August 8th, 2016)

In our opinion, the accompanying consolidated balance sheets and the related consolidated statement of comprehensive income, changes in equity and cash flows present fairly, in all material respects, the financial position of Prosensa Holding N.V.in liquidatie and its subsidiaries at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. 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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain rea

Biomarin Pharmaceutical Inc – REPORT OF INDEPENDENT AUDITORS 2 STATEMENT OF ASSETS ACQUIRED AS OF DECEMBER 31, 2015 4 STATEMENT OF REVENUES AND DIRECT EXPENSES FOR THE YEAR 2015 5 NOTES TO THE ABBREVIATED FINANCIAL STATEMENTS 6 (March 15th, 2016)

We have audited the accompanying statements of assets acquired as of December 31, 2015 and revenues and direct expenses of the Merck PKU Business, for the year ended December 31, 2015.

Biomarin Pharmaceutical Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (March 15th, 2016)

The following unaudited pro forma condensed combined financial statements of BioMarin Pharmaceutical Inc. (BioMarin) are presented to illustrate the effects of BioMarin’s acquisition of rights to the approved pharmaceutical product referred to as Kuvan® and the investigational medicinal product referred to as pegvaliase, and certain assets related thereto (collectively, the Merck PKU Business), from Ares Trading S.A. (Merck Serono), an indirectly wholly-owned affiliate of Merck KGaA, Darmstadt, Germany (collectively, Merck).  The unaudited pro forma condensed combined balance sheet at December 31, 2015 gives effect to BioMarin’s acquisition of the Merck PKU Business as if the acquisition had been consummated on that date. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 is presented as if the acquisition of the Merck PKU Business had been completed on January 1, 2015. The unaudited pro forma condensed combined financial statements