8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2002

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


            Delaware                   000-26727                  68-0397820
(State or other jurisdiction of       (Commission               (IRS Employer
 incorporation or organization)       File Number)           Identification No.)


371 Bel Marin Keys Boulevard, Suite 210, Novato, California             94949
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:             (415) 884-6700


                                  Not Applicable
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
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Item 2.           Acquisition or Disposition of Assets.

     On  August  21,  2002,  BioMarin  Pharmaceutical  Inc.  (the  "Registrant")
completed its acquisition of all of the outstanding  shares of Glyko  Biomedical
Ltd. ("Glyko") pursuant to the Acquisition  Agreement for a Plan of Arrangement,
dated as of February 6, 2002 and as amended by the Amending  Agreement  dated as
of May 16, 2002 (as amended,  the "Agreement"),  among the Registrant,  BioMarin
Acquisition  (Nova Scotia)  Company,  an indirect wholly owned subsidiary of the
Registrant, and Glyko.

     Pursuant to the terms of the  Agreement  each holder of Glyko common shares
received 0.3309 of a share of the Registrant's common stock in exchange for each
Glyko common share held. The Registrant issued approximately, but not more than,
11,367,617  shares of its common  stock in order to  consummate  the exchange of
shares.

     Glyko has no operating  activities or operational  employees.  Glyko's only
significant asset, other than cash, and cash equivalents, is its approximate 21%
ownership interest in the Registrant.

     On August 23, 2002,  the  Registrant  filed with the  Secretary of State of
Delaware a Certificate of Designation  establishing the Series A Preferred Stock
of the Registrant. Following the closing of the acquisition of Glyko, Registrant
exchanged the 11,367,617 shares of its stock owned by Glyko for shares of Series
A Preferred  Stock and cancelled such  11,367,617  shares of common stock.  As a
result of the transaction,  Glyko is now an indirect, wholly owned subsidiary of
BioMarin and the shares of BioMarin  previously held by Glyko have been retired,
with the number of outstanding  shares of BioMarin's  common stock remaining the
same.

     Erich Sager and Gwynn Williams,  directors of the Registrant,  collectively
owned or  controlled  approximately  8.3% of the Glyko common shares and, on the
basis of such holdings, are entitled to beneficially receive approximately 3,309
shares and 942,564 shares of the  Registrant's  common stock,  respectively.  In
addition,  Erich Sager held options to acquire  12,500  Glyko common  shares and
such option was exchanged for options to purchase  approximately 4,136 shares of
the Registrant's common stock.

     The Registrant's press release issued on August 22, 2002 is attached hereto
as Exhibit 99.1 and incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits.

         (a)      Financial Statements of Business Acquired.

                  The financial information required by this Item 7(a) has not
been included with this filing and will be filed by amendment to this Form 8-K
not later than 60 days after the date this initial report on Form 8-K must be
filed.

         (b)      Pro Forma Financial Information.

                  The pro forma financial information required by this Item 7(b)
has not been included with this filing and will be filed by amendment to this
Form 8-K not later than 60 days after the date this initial report on Form 8-K
must be filed.



         (c)      Exhibits.

                  2.1     Acquisition Agreement for a Plan of Arrangement,
                          dated as of February 6, 2002, among BioMarin
                          Pharmaceutical Inc., BioMarin Acquisition (Nova
                          Scotia) Company, and Glyko Biomedical Ltd.,
                          previously filed on April 1, 2002 as Exhibit 2.5 to
                          the Registrant's Form 10-K, which is incorporated
                          herein by reference.

                  2.2     Amending Agreement, dated as of May 16, 2002, among
                          BioMarin Pharmaceutical Inc., BioMarin Acquisition
                          (Nova Scotia) Company and Glyko Biomedical Ltd.

                  99.1    Press Release of the Registrant dated August 22, 2002.







                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        BioMarin Pharmaceutical Inc.,
                                        a Delaware corporation


Date: August 23, 2002                  By: /s/ Louis Drapeau
                                           -----------------------------------
                                           Louis Drapeau
                                           Chief Financial Officer and Secretary



                                  EXHIBIT INDEX

Exhibit No.                Description

2.1                       Acquisition Agreement for a Plan of Arrangement,
                          dated as of February 6, 2002, among BioMarin
                          Pharmaceutical Inc., BioMarin Acquisition (Nova
                          Scotia) Company, and Glyko Biomedical Ltd.,
                          previously filed on April 1, 2002 as Exhibit 2.5 to
                          the Registrant's Form 10-K, which is incorporated
                          herein by reference.

2.2                       Amending Agreement, dated as of May 16, 2002, among
                          BioMarin Pharmaceutical Inc., BioMarin Acquisition
                          (Nova Scotia) Company and Glyko Biomedical Ltd.

99.1                      Press Release of the Registrant dated August 22, 2002.

EX-2

Exhibit 2.2



                                   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 30, 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 30, 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."

         1.2      The reference to May 31, 2002 in Section 5.3 of the
Acquisition Agreement shall be amended to refer to August 30, 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
30, 2002 for the purpose of considering the approvalof 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.

         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

EX-99

..


Exhibit 99.1

Press Release

BioMarin Completes Acquisition of Glyko Biomedical Ltd.

Shareholders and Canadian Regulatory Bodies Approve Transaction -- Glyko
Biomedical Shareholders Become Direct Stockholders of BioMarin

NOVATO, Calif., Aug. 22  /PRNewswire-FirstCall/  -- BioMarin Pharmaceutical Inc.
(Nasdaq and SWX New Market:  BMRN) today  announced  that it has  completed  the
acquisition of all of the outstanding  shares of Glyko Biomedical Ltd. (Toronto:
GBL - News).

BioMarin's  stockholders voted in favor of the transaction at its annual meeting
of  stockholders  held on August 13, 2002, and Glyko  Biomedical's  shareholders
voted in favor of the transaction at a special  meeting of shareholders  held on
August 15, 2002. On August 16, 2002,  the Superior  Court of Justice in Toronto,
Ontario approved the transaction.

Glyko  Biomedical's  principal  asset was  11,367,617  shares of common stock of
BioMarin,  an approximate  21% ownership  interest in BioMarin as of the closing
date. In exchange for all of their shares of Glyko Biomedical,  the shareholders
of Glyko Biomedical received  11,367,617 common shares of BioMarin.  As a result
of the transaction, Glyko Biomedical is now an indirect, wholly owned subsidiary
of BioMarin and the shares of BioMarin  previously held by Glyko Biomedical have
been retired,  with the number of outstanding  shares of BioMarin's common stock
remaining the same.

UBS  Warburg  acted  as  financial  advisor  to  BioMarin  with  regard  to this
transaction.

BioMarin  specializes in the  development and  commercialization  of therapeutic
enzyme   products  to  treat  serious,   life-threatening   diseases  and  other
conditions.

This  press  release  contains  forward-looking  statements  about the  business
prospects of BioMarin Pharmaceutical Inc. and a transaction between BioMarin and
Glyko  Biomedical  Ltd. These  forward-looking  statements are  predictions  and
involve risks and  uncertainties  such that actual results may differ materially
from these  statements.  Results  may differ  materially  and risk  factors  are
detailed in BioMarin's filings with the Securities and Exchange  Commission such
as its proxy  statement  for its  annual  meeting  and Form  10-Q,  10-K and 8-K
reports.  Stockholders are urged not to place undue reliance on  forward-looking
statements,  which  speak  only as of the  date  hereof.  BioMarin  is  under no
obligation,  and  expressly  disclaims  any  obligation,  to update or alter any
forward-looking statement, whether as a result of new information, future events
or otherwise.