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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2001
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)
(415) 884-6700
(Registrant's telephone number, including area code)
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The Registrant's Current Report on Form 8-K/A filed with the Securities and
Exchange Commission (the "Commission") on November 15, 2001 is hereby amended
and restated to read in its entirety as follows:
Item 2. Acquisition Or Disposition of Assets
As previously reported in the Current Report on Form 8-K filed by the Registrant
with the Commission on November 2, 2001 as amended and restated by Form 8-K/A
filed by the Registrant with the Commission on November 15, 2001 (the "Prior
Report"), the Registrant completed its previously announced acquisition of the
rights to all of the pharmaceutical assets of IBEX Technologies Inc., IBEX
Pharmaceuticals Inc., IBEX Technologies LLC, IBEX Technologies Corp. and
Technologies IBEX R&D Inc. (collectively "IBEX") on October 31, 2001. IBEX's
portfolio of enzyme therapeutics will compliment the Registrant's existing
pipeline of products for serious, life-threatening diseases and conditions.
Under the terms of the two asset purchase agreements which govern the
transactions, the Registrant acquired IBEX's pharmaceutical assets for
approximately US$10.5 million, with all but approximately US$2.0 million payable
in shares of the Registrant's common stock (the "Consideration"). Based on an
agreed upon formula in the asset purchase agreements, the Registrant has issued
814,647 shares of its common stock to IBEX, representing the total number of
shares to be issued in the transaction. The amount of the Consideration was
based on a variety of factors, including the market value of IBEX's capital
stock, the advice of the Registrant's financial advisors, and the value of
comparable assets. The US$2.0 million was paid out of the working capital of the
Registrant. The number of shares issued by the Registrant was determined by
valuing such shares equal to the weighted average trading price over the twenty
trading day period ending October 8, 2001, the date prior to the date of the
asset purchase agreements.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired:
Audited financial statements for the Therapeutic Enzymes Division of
IBEX as at July 31, 2001 and for the year ended July 31, 2001. The
Therapeutic Enzymes Division of IBEX is not a separate legal entity
but represents the division of IBEX that housed thepharmaceutical
assets of IBEX acquired by the Registrant.
IBEX Technologies Inc./Technologies IBEX inc. -
Therapeutic Enzymes Division
Combined Financial Statements
July 31, 2001
Together With Auditors' Report
AUDITORS' REPORT
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To the Directors of
BioMarin Pharmaceutical Inc.,
We have audited the combined balance sheet of IBEX TECHNOLOGIES
INC./TECHNOLOGIES IBEX INC. -THERAPEUTIC ENZYMES DIVISION ("Division") as at
July 31, 2001 and the combined statement of loss for the year then ended. These
financial statements are the responsibility of the Division's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
in Canada and in the United States. Those standards require that we plan and
perform an audit to obtain reasonable assurance 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.
In our opinion, these combined financial statements present fairly, in all
material respects, the financial position of the Division as at July 31, 2001
and the results of its operations for the year then ended in accordance with
Canadian generally accepted accounting principles.
As disclosed in Note 1, the Division is a segment of IBEX TECHNOLOGIES
INC./TECHNOLOGIES IBEX INC. ("IBEX") and has no separate legal status or
existence.
/s/ Arthur Andersen LLP
Chartered Accountants
January 14, 2002
Montreal, Canada
AUDITORS' REPORT (Continued)
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Comments by Auditor on Canada - United States Reporting Difference
United States reporting standards for auditors require the addition of an
explanatory paragraph when the financial statements are affected by conditions
and events that cast substantial doubt on the Division's ability to continue as
a going concern, such as those described in Note 1 to the combined financial
statements. Although we conducted our audit in accordance with both Canadian
generally accepted auditing standards and United States Standards on Auditing,
our report to the Directors dated January 14, 2002 is expressed in accordance
with Canadian reporting standards which do not permit a reference to such
conditions and events in the auditors' report when these are adequately
disclosed in the financial statements.
United States reporting standards for auditors also require the addition of an
explanatory paragraph when the statement of cash flows is not presented, such as
described in Note 8 to the combined financial statements. Although we conducted
our audit in accordance with both Canadian generally accepted Auditing Standards
and United States Standards on Auditing, our report to the Directors dated
January 14, 2002 is expressed in accordance with Canadian reporting standards
which do not permit a reference to that matter in the auditors' report when it
is adequately disclosed in the financial statements.
/s/ Arthur Andersen LLP
Chartered Accountants
January 14, 2002
Montreal, Canada
IBEX Technologies Inc./Technologies IBEX inc. -
Therapeutic Enzymes Division
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COMBINED BALANCE SHEET (See Basis of Presentation - Note 1)
July 31 2001
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$
ASSETS
CURRENT ASSETS
Cash 14,364
Accounts receivable (Note 3) 228,469
Prepaid expenses 105,702
--------------
348,535
CAPITAL ASSETS (Note 4) 809,195
--------------
1,157,730
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LIABILITIES AND NET INVESTMENT BY IBEX TECHNOLOGIES INC.
CURRENT LIABILITIES
Accounts payable and accrued liabilities 697,690
COMMITMENTS AND CONTINGENCIES (Note 6)
NET INVESTMENT BY IBEX 460,040
--------------
1,157,730
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Approved:
__________________
__________________
The accompanying notes are an integral part of these combined financial
statements.
IBEX Technologies Inc./Technologies IBEX inc. -
Therapeutic Enzymes Division
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COMBINED STATEMENT OF LOSS (See Basis of Presentation - Note 1)
For the year ended July 31 2001
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$
EXPENSES
Research and development expenditures, net of
refundable tax credits of $206,012 1,483,109
General and administrative expenses 1,275,853
Amortization and write-down of capital assets 301,415
--------------
NET LOSS 3,060,377
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The accompanying notes are an integral part of these combined financial
statements.
IBEX Technologies Inc./Technologies IBEX inc. -
Therapeutic Enzymes Division
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NOTES TO COMBINED FINANCIAL STATEMENTS
July 31, 2001
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1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS
IBEX Technologies Inc.- Therapeutic Enzymes Division ("Division") is the
therapeutic business line of IBEX Technologies Inc. ("IBEX") developing
enzymes for a variety of therapeutic applications, such as cardiovascular
disease, wound healing and diseases of genetic origin. The combined
financial statements of the Division represent the combination of accounts
of the therapeutic business line from Canadian and U.S. entities
(Technologies IBEX R & D Inc., IBEX Pharmaceuticals Inc., IBEX Technologies
L.L.C. and IBEX Technologies Corporation).
Since inception, the efforts of the Division have been devoted to the
development of enzymes for a variety of therapeutic applications. To date,
the Division has not earned revenues and is considered to be in the
development stage. The Division is subject to a number of risks associated
with companies at a similar stage of development, including ability to
obtain adequate funding to support its development of products and its
operations, dependence on key individuals and ability to retain qualified
personnel, competition and regulatory approvals.
The accompanying combined financial statements have been prepared based on
Canadian generally accepted accounting principles applicable to a going
concern which assumes that the Division will continue its operations for
the foreseeable future and will be able to realize the carrying value of
its assets and discharge its liabilities in the normal course of
operations.
The Division has relied extensively upon IBEX for ongoing financial support
and accordingly, these carve-out combined financial statements are not
necessarily indicative of the results of operations or financial position
had the Division operated as an independent entity as at or for the date
presented.
These combined financial statements represent the business operations
identified as the Therapeutic Enzymes Division of IBEX Technologies Inc.
The Division is a segment of IBEX Technologies Inc. and has no legal status
or existence. Accordingly, there is no share capital or retained earnings
in the Division's accounts. In addition some disclosures including stock
options, tax loss carry forward and commitments were not considered in the
accompanying financial statements. The net investment by IBEX Technologies
Inc. represents the capital employed in the Division in the form of
investments and advances.
The Division does not own title to the assets required to carry on the
business. Assets including research and development equipment,
administrative facilities and other assets to maintain operations are owned
by IBEX.
The Management of IBEX has allocated research and development expenditures
and general and administrative expenses to the Division based on specific
allocations, the level of activity and the space occupied by the Division.
Management believes this to be reasonable.
The Division is presently performing research and development activities
with respect to three main projects, Neutralase, Phenylase and Extravase,
as well as several other projects in its efforts to develop enzymes for a
variety of therapeutic applications.
Neutralase
Neutralase is intended for the safe restoration of coagulation after the
administration of heparin or low molecular weight heparins. The lead
clinical application for Neutralase is bypass surgery, where a high dose of
heparin is routinely given and is always reversed. The Division has
completed the dose ranging portion of a 90 patient trial. It has also
performed a trial with respect to the uses of Neutralase in angioplasty.
IBEX Technologies Inc./Technologies IBEX inc. -
Therapeutic Enzymes Division
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NOTES TO COMBINED FINANCIAL STATEMENTS
July 31, 2001
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1. BASIS OF PRESENTATION (Continued)
Phenylase
In the area of genetic disease, the Division is developing Phenylase for
the treatment of the genetic disease phenylketonuria, also known as PKU.
Patients with this condition lack the ability to digest the amino acid
phenylalanine, which builds toxic levels in the blood. This project is in
the pre-clinical stage.
Extravase
Extravase is being developed for a number of medical applications which
include protection against reperfusion injury following ischemia, reduction
of restenosis following angioplasty and acceleration of wound healing in
patients with venous ulcers. This project is in the pre-clinical stage.
The cost incurred for projects under development are as follows:
2001
--------------
$
Neutralase
Research costs expensed during the year 720,332
Capital assets
Balance, beginning and end of year 859,745
Total cost for Neutralase for the year 720,332
Phenylase
Research costs expensed during the year 612,097
Capital assets
Balance, beginning of year 63,747
Additions 31,651
Balance, end of year 95,398
Total cost for Phenylase for the year 643,748
Extravase
Research costs expensed during the year 231,324
Capital assets
Balance, beginning and end of year 1,888,463
Total cost for Extravase for the year 231,324
IBEX Technologies Inc./Technologies IBEX inc. -
Therapeutic Enzymes Division
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NOTES TO COMBINED FINANCIAL STATEMENTS
July 31, 2001
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2. SIGNIFICANT ACCOUNTING POLICIES
These combined financial statements have been prepared based on IBEX
Management's assumptions in accordance with Canadian generally accepted
accounting principles consistently applied within the framework of the
accounting policies described below.
Use of estimates
The presentation of financial statements in accordance with Canadian
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingencies at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Division's cash and cash equivalents consist of cash on hand.
Foreign exchange
Monetary assets and liabilities expressed in foreign currencies are
translated at year-end rates and non-monetary assets and liabilities are
translated at historical exchange rates. Revenues and expenses expressed in
foreign currencies are translated at the monthly average rate throughout
the year. Resulting gains and losses are included in losses for the year.
Currency risk
The Division is exposed to foreign exchange risk by virtue of the fact
that a portion of the Division's expenses are denominated in U.S.
dollars. Any fluctuations in the U.S. dollars could have an impact on the
financial results of the Division.
Capital assets
Capital assets are accounted for at cost.
Amortization is based on their estimated useful life using the following
methods and rates:
Methods Rates
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Varying from 20%
Machinery and equipment Diminishing balance to 30%
Furniture and fixtures Diminishing balance 20%
Patents and licences Straight-line 17 years
IBEX Technologies Inc./Technologies IBEX inc. -
Therapeutic Enzymes Division
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NOTES TO COMBINED FINANCIAL STATEMENTS
July 31, 2001
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2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair value of financial instruments
The Division has evaluated the fair value of its financial instruments
based on current interest rate environment, related market values and
current pricing of financial instruments with comparable terms. The
carrying value of its financial instruments is considered to approximate
fair value.
Research and development
Research and development costs are expensed as incurred unless the
development cost meet the generally accepted criteria for deferral. As at
July 31, 2001, no such costs have been deferred in the accounts of the
Division.
Government assistance relating to research and development activities is
reflected as a reduction of research and development expenses in these
combined financial statements when it is earned and collectability is
reasonably assured.
Income taxes
The Division uses the liability method of accounting for income taxes.
Future income taxes are provided for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for tax purposes, computed based on rates and
provisions of enacted or substantially enacted tax laws that are expected
to be in effect in the year in which the differences are expected to be
recovered or settled. The Division reviews the valuation of its future
income tax assets and liabilities and records adjustments, if necessary, to
reflect their realizable amount.
ACCOUNTS RECEIVABLE
2001
--------------
$
Refundable investment tax credits 206,012
Other 22,457
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228,469
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IBEX Technologies Inc./Technologies IBEX inc. -
Therapeutic Enzymes Division
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NOTES TO COMBINED FINANCIAL STATEMENTS
July 31, 2001
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CAPITAL ASSETS
2001
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Cost Accumulated Net Book
Amortization Value
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$ $ $
Machinery and equipment 3,505,628 3,115,750 389,878
Furniture and fixtures 525,930 489,202 36,728
Patents and licenses 540,938 158,349 382,589
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4,572,496 3,763,301 809,195
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INCOME TAXES
The Division is not a separate legal entity for purposes of remitting taxes
and filing income tax returns. Income taxes for the Division are included
in IBEX's income tax returns and paid by IBEX. Consequently, the benefits
of income tax losses incurred by the IBEX Division have not been disclosed
in these financial statements since they would be available only to IBEX.
For the same reason, the research and development expenditures incurred by
the Division but not deducted for tax purposes and the non-refundable
unclaimed investment tax credits have not been disclosed.
The refundable tax credits have been accounted for based on the assumption
that the Division was not controlled by non-residents.
COMMITMENTS AND CONTINGENCIES
IBEX entered into an agreement with BASF Bioresearch Corporation ("BBC")
whereby IBEX has committed to pay to BBC an amount totaling US$1,050,000
if and when IBEX obtains approval for the marketing and sale of the
Heparinase I drug (Neutralase) from the Food and Drug Administration
("FDA"). This agreement is transferred to BioMarin Enzymes Inc. following
the acquisition (See Note 7).
Pursuant to employment contracts entered into by IBEX with certain of its
key employees, the Division will be committed to payments as follows:
2001
--------------
$
2002 340,166
2003 86,500
IBEX Technologies Inc./Technologies IBEX inc. -
Therapeutic Enzymes Division
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NOTES TO COMBINED FINANCIAL STATEMENTS
July 31, 2001
--------------------------------------------------------------------------------
3. SUBSEQUENT EVENT
On October 31, 2001, BioMarin Pharmaceutical Inc. and its subsidiaries,
BioMarin Pharmaceutical Nova Scotia Company and BioMarin Enzymes Inc.
("BioMarin"), acquired the rights to the IBEX division of therapeutic
enzymes.
Under the terms of the agreement, BioMarin acquired from IBEX the
intellectual property and other assets associated with the IBEX therapeutic
enzyme product candidates, including Neutralase, Phenylase and Extravase.
In exchange, IBEX received 814,647 common shares of BioMarin, $3.2 million
in cash and in addition, up to a maximum of $14.6 million in cash upon FDA
approval of its lead drugs, Neutralase ($9.1 million) and Phenylase ($5.5
million), provided approval occurs within five years from the acquisition
date.
IBEX retained the diagnostic rights to its high-margin enzymes business
plus certain therapeutics rights with respect to its oral protein
protective technology in areas that are non-competitive with BioMarin. IBEX
will continue to maintain its pilot microbial fermentation facility, and
its laboratories and office facilities in Montreal. IBEX will also provide
certain facilities and laboratories and fermentation services to BioMarin.
CASH FLOWS
No statement of cash flows were prepared since the information is not
readily available.
(b) Pro Forma Financial Information
Unaudited pro forma financial statements showing the combination of
the Registrant with the Therapeutic Enzymes Division of IBEX as at
September 30, 2001, for the year ended December 31, 2000, and for the
nine month period ended September 30, 2001. The registrant did not
acquire all of the assets and liabliites of the Thereapeutic Enzymes
Division. Those assets and liabilities not acquired have been excluded
from the pro forma financial statements.
BioMarin Pharmaceutical Inc. and Subsidiaries
(a development-stage company)
Pro Forma Consolidated Financial Statements
As of and for the nine-months ended September 30, 2001
and for the year ended December 31, 2000
(Unaudited)
The accompanying unaudited consolidated balance sheet of BioMarin Pharmaceutical
Inc. as of September 30, 2001 is presented as if the acquisition of certain
assets of IBEX Technologies occurred effective September 30, 2001. The
accompanying unaudited consolidated statements of operations for the year ended
December 31, 2000 and the nine-month period ended September 30, 2001 were
prepared assuming that the acquisition occurred effective January 1, 2000. The
IBEX numbers have been converted into U.S. dollars. using then prevailing rates.
In the opinion of management, all significant adjustments necessary to reflect
the effects of the acquisition have been made.
BioMarin Pharmaceutical Inc. and Subsidiaries
(a development-stage company)
Pro Forma Consolidated Balance Sheet as of
September 30, 2001
(In Thousands)
BIOMARIN IBEX ADJUSTMENT PRO FORMA
------------------- --------------- ------------- --------------
Assets (unaudited) (unaudited) (unaudited) (unaudited)
Current assets:
Cash and cash equivalents $ 7,230 - (2,844) A 4,386
Short-term investments 36,675 - 36,675
Accounts receivable, net 996 - 996
Due from BioMarin/Genzyme LLC 3,855 - 3,855
Inventories 525 - 525
Prepaid expenses 1,361 25 1,386
------------------- --------------- -------------
Total current assets 50,642 25 47,823
Property, plant and equipment, net 27,996 31 28,027
Goodwill and other intangibles, net 8,314 - 8,314
Investment in BioMarin/Genzyme LLC 2,164 - 2,164
Note receivable from officer 878 - 878
Deposits and other 408 - 408
------------------- --------------- -------------
Total assets $ 90,402 56 $ 87,614
------------------- --------------- --------------
------------------- --------------- --------------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 3,923 - $ 3,923
Accrued liabilities 2,072 - 2,072
Current portion of capital lease obligations 65 - 65
Notes payable - short-term 30 - 30
------------------- --------------- -------------
Total current liabilities 6,090 - 6,090
------------------- --------------- -------------
Long-term portion of notes payable 32 - 32
Advance from parent - - - -
Long-term portion of capital lease obligations 114 - 114
------------------- --------------- -------------
Total liabilities 6,236 - 6,236
------------------- --------------- -------------
Stockholders' equity:
Common stock, $0.001 par value: 75,000,000
shares authorized. 42,253,611 and 43,068,258
shares issued and outstanding actual and
pro forma, respectively, at September 30, 2001 42 - 42
Additional paid in capital 195,104 - 8,324 A 203,428
Common stock warrants 5,134 - 5,134
Deferred compensation (903) - (903)
Notes from stockholders (2,014) - (2,014)
Divisional equity - 56 (56) -
Deficit accumulated during development stage (113,197) - (11,112) A (124,309)
------------------- --------------- -------------
Total stockholders' equity 84,166 - 81,378
------------------- --------------- -------------
Total liabilities and stockholders' equity $ 90,402 $ 87,614
=================== =============== ===============
The accompanying notes are an integral part of these statements.
BioMarin Pharmaceutical Inc. and Subsidiaries
(a development-stage company)
Pro Forma Consolidated Statement of Operations
For the Nine Month Period Ended September 30, 2001
(In Thousands, except per share data, Unaudited)
BIOMARIN IBEX ADJUSTMENT PRO FORMA
--------------- ----------- -------------- -------------
(Unaudited) (unaudited) (unaudited) (unaudited)
Revenues:
Revenues - products $1,760 $ - $ 1,760
Revenues - services 245 - 245
Revenues from BioMarin
/Genzyme LLC 8,621 - 8,621
Revenues - other 182 - 182
--------------- ----------- -------------
Total revenues 10,808 - 10,808
--------------- ----------- -------------
Operating Costs and Expenses:
Cost of products 719 - 719
Cost of services 141 - 141
Research and
development 31,842 656 32,498
Selling, general
and administrative 7,505 667 8,172
Carson Street closure - - -
--------------- ------------ ------------
Total operating
costs and expenses 40,207 - 41,530
--------------- ------------ ------------
Loss from operations (29,399) - (30,722)
Interest income 1,434 - 1,434
Interest expense (11) - (11)
Loss from BioMarin/
Genzyme LLC (4,708) - (4,708)
--------------- ------------ -----------
Net loss $ (32,684) $ - $ (34,007)
=============== ============ ===========
Net loss per share,
basic and diluted $ (0.83) $ (0.84)
=============== ===========
Weighted average common
shares outstanding,
basic and diluted 39,601 815^ 40,416
=============== ===========
The accompanying notes are an integral part of these statements.
BioMarin Pharmaceutical Inc. and Subsidiaries
(a development-stage company)
Pro Forma Consolidated Statement of Operations
For the Year Period Ended December 31, 2001
(In Thousands, except per share data, Unaudited)
BIOMARIN IBEX ADJUSTMENT PRO FORMA
--------------- ----------- -------------- -------------
(Unaudited) (unaudited) (unaudited) (unaudited)
Revenues:
Revenues - products $2,345 $ - $ 2,345
Revenues - services 250 - 250
Revenues from BioMarin
/Genzyme LLC 9,731 - 9,731
Revenues - other - - -
--------------- ----------- -------------
Total revenues 12,326 - 12,326
--------------- ----------- -------------
Operating Costs and Expenses:
Cost of products 635 - 635
Cost of services 84 - 84
Research and
development 35,794 1,125 11,112^ 48,031
Selling, general
and administrative 8,814 820 9,634
Carson Street closure 4,423 - 4,423
--------------- ------------ ------------
Total operating
costs and expenses 49,750 1,944 62,806
--------------- ------------ ------------
Loss from operations (37,424) - (50,480)
Interest income 2,979 - 2,979
Interest expense (7) - (7)
Loss from BioMarin/
Genzyme LLC (2,912) - (2,912)
--------------- ------------ -----------
Net loss $ (37,364) $ (1,944) $ (50,420)
=============== ============ ===========
Net loss per share,
basic and diluted $ (1.04) $ (1.37)
=============== ===========
Weighted average common
shares outstanding,
basic and diluted 35,859 815^ 36,674
=============== ===========
The accompanying notes are an integral part of these statements.
A These adjustments represent the purchase of certain assets of IBEX
Technologies by BioMarin Pharmaceutical Inc. effective October 31, 2001.
The Company has determined that the set of assets and activities acquired
do not meet the definition of a business under the concepts outlined in
EITF 98-3. Accordingly, the transaction was accounted for as a purchase
of in process research and development and not as a business combination.
As a result the Company recorded an $11.1 million charge for in process
research and development calculated as follows:
Shares of BioMarin common stock issued ('000) 815
Share price used to determine purchase price $10.22
-------------
8,324
Cash paid ('000) 2,044
Transaction costs ('000) 800
-------------
Total purchase price ('000) 11,168
Fair value of assets acquired ('000) 56
-------------
In process research and development charge ('000) 11,112
=============
(c) Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------------------------------------------------
2.1 Canadian Asset Purchase Agreement dated October 9, 2001 by
and among BioMarin Pharmaceutical Inc., BioMarin Pharmaceutical
Nova Scotia Company, IBEX Technologies Inc., IBEX Pharmaceutical
Inc., IBEX Technologies LLC, IBEX Technologies Corp. and
Technologies IBEX R&D Inc., previously filed with the Commission
on December 26, 2001 as Exhibit 10.1 to the Registrant's
Registration Statement on Form S-3, Registration No. 333-72866,
which is incorporated herein by reference.
2.2 United States Asset Purchase Agreement dated October 9, 2001 by
and among BioMarin Pharmaceutical Inc., BioMarin Enzymes Inc.,
IBEX Technologies Inc., IBEX Pharmaceutical Inc., IBEX
Technologies LLC, IBEX Technologies Corp. and Technologies IBEX
R&D Inc., previously filed with the Commission on November 6,
2001 as Exhibit 10.2 to the Registrant's Registration Statement
on Form S-3, Registration No. 333-72866, which is incorporated
herein by reference.
2.3 Amendment to Canadian Asset Purchase Agreement dated October 31,
2001 by and among BioMarin Pharmaceutical Inc., BioMarin
Pharmaceutical Nova Scotia Company, IBEX Technologies Inc., IBEX
Pharmaceutical Inc., IBEX Technologies LLC, IBEX Technologies
Corp. and Technologies IBEX R&D Inc., previously filed with the
Commission on November 6, 2001 as Exhibit 10.3 to the
Registrant's Registration Statement on Form S-3, Registration No.
333-72866, which is incorporated herein by reference.
2.4 Amendment to United States Asset Purchase Agreement dated October
31, 2001 by and among BioMarin Pharmaceutical Inc., BioMarin
Enzymes Inc., IBEX Technologies Inc., IBEX Pharmaceutical Inc.,
IBEX Technologies LLC, IBEX Technologies Corp. and Technologies
IBEX R&D Inc., and IBEX Technologies Delaware Corp., previously
filed with the Commission on November 6, 2001 as Exhibit 10.4 to
the Registrant's Registration Statement on Form S-3, Registration
No. 333-72866, which is incorporated herein by reference.
23.1 Consent of Arthur Andersen LLP.
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SIGNATURES
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.
By: /s/ Fredric D. Price
--------------------
Chairman and
Chief Executive Officer
Date: January 14, 2002
Exhibit Index
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------------------------------------------------
2.1 Canadian Asset Purchase Agreement dated October 9, 2001 by
and among BioMarin Pharmaceutical Inc., BioMarin Pharmaceutical
Nova Scotia Company, IBEX Technologies Inc., IBEX Pharmaceutical
Inc., IBEX Technologies LLC, IBEX Technologies Corp. and
Technologies IBEX R&D Inc., previously filed with the Commission
on December 26, 2001 as Exhibit 10.1 to the Registrant's
Registration Statement on Form S-3, Registration No. 333-72866,
which is incorporated herein by reference.
2.2 United States Asset Purchase Agreement dated October 9, 2001 by
and among BioMarin Pharmaceutical Inc., BioMarin Enzymes Inc.,
IBEX Technologies Inc., IBEX Pharmaceutical Inc., IBEX
Technologies LLC, IBEX Technologies Corp. and Technologies IBEX
R&D Inc., previously filed with the Commission on November 6,
2001 as Exhibit 10.2 to the Registrant's Registration Statement
on Form S-3, Registration No. 333-72866, which is incorporated
herein by reference.
2.3 Amendment to Canadian Asset Purchase Agreement dated October 31,
2001 by and among BioMarin Pharmaceutical Inc., BioMarin
Pharmaceutical Nova Scotia Company, IBEX Technologies Inc., IBEX
Pharmaceutical Inc., IBEX Technologies LLC, IBEX Technologies
Corp. and Technologies IBEX R&D Inc., previously filed with the
Commission on November 6, 2001 as Exhibit 10.3 to the
Registrant's Registration Statement on Form S-3, Registration No.
333-72866, which is incorporated herein by reference.
2.4 Amendment to United States Asset Purchase Agreement dated October
31, 2001 by and among BioMarin Pharmaceutical Inc., BioMarin
Enzymes Inc., IBEX Technologies Inc., IBEX Pharmaceutical Inc.,
IBEX Technologies LLC, IBEX Technologies Corp. and Technologies
IBEX R&D Inc., and IBEX Technologies Delaware Corp., previously
filed with the Commission on November 6, 2001 as Exhibit 10.4 to
the Registrant's Registration Statement on Form S-3, Registration
No. 333-72866, which is incorporated herein by reference.
23.1 Consent of Arthur Andersen LLP.
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Exhibit 23.1
------------
Consent of independent chartered accountants
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As independent chartered accountants, we hereby consent to the use of our report
dated January 11, 2002 to the Directors of BioMarin Pharmaceutical Inc. included
in the Form 8-K dated January 14, 2002 relating the BioMarin Pharmaceutical
Inc.'s acquisition of the rights to the pharmaceutical assets of IBEX
TECHNOLOGIES INC. and to the incorporation by reference of such report into
BioMarin Pharmaceutical Inc.'s registration statements on Form S-3, File No.
333-48800, File No. 333-61322 and File No. 333-72866.
/s/Arther Andersen LLP
Chartered Accountants
January 14, 2002
Montreal, Canada