As filed with the Securities and Exchange Commission on August 5, 2015
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIOMARIN
PHARMACEUTICAL INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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68-0397820 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
770 Lindaro Street
San Rafael, CA 94901
(Address of Principal Executive Offices) (Zip Code)
Amended and
Restated BioMarin Pharmaceutical Inc. 2006 Share Incentive Plan
(Full title of the plan)
G. Eric Davis, Esq.
Senior Vice President, General Counsel and Secretary
BioMarin Pharmaceutical Inc.
105 Digital Drive
Novato, California 94949
(Name and Address of Agent For Service)
(415) 506-6700
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Thomas
Pollock, Esq.
Paul Hastings LLP
55 Second Street, 24th Floor
San Francisco, California 94105-3441
(415) 856-7000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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x |
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Accelerated filer |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered |
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Amount
to be Registered
(1) |
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Proposed
Maximum Offering
Price Per Share |
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Proposed
Maximum Aggregate
Offering Price |
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Amount of
Registration Fee |
Common Stock, $0.001 par value |
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10,500,000(2) |
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$142.50(3) |
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$1,496,250,000(3) |
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$173,864.25(3) |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Common Stock which may become issuable under
the Amended and Restated BioMarin Pharmaceutical Inc. 2006 Share Incentive Plan, as amended and restated on April 16, 2015 (the 2006 Share Incentive Plan), by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of BioMarin Pharmaceutical Inc. Common Stock. |
(2) |
Represents 10,500,000 shares of Common Stock reserved for awards available for future grant under the 2006 Share Incentive Plan. |
(3) |
Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c) and (h) under the Securities Act, on the basis of the average of high and low sale prices for a
share of Common Stock of BioMarin Pharmaceutical Inc. (BMRN) as reported on The NASDAQ Global Select Market on July 30, 2015, a date within five (5) business days prior to the filing of this Registration Statement. |
REGISTRATION OF ADDITIONAL SECURITIES
BioMarin Pharmaceutical Inc. (the Registrant) has prepared this registration statement (this Registration Statement)
in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the Securities Act), to register 10,500,000 additional shares of Common Stock issuable pursuant to the 2006 Share Incentive Plan. The 2006
Share Incentive Plan, including the shares available for issuance under the 2006 Share Incentive Plan, has been previously approved by the Registrants stockholders.
Pursuant to the Registration Statements on Form S-8 (File No. 333-136963, File No. 333-168552 and File No. 333-188620) filed by
the Registrant with the Securities and Exchange Commission on August 29, 2006, August 5, 2010 and May 15, 2013, respectively (collectively, the Prior Registration Statements), the Registrant previously registered
15,000,000 shares of Common Stock, 8,000,000 additional shares of Common Stock and 8,000,000 additional shares of Common Stock, respectively, under the 2006 Share Incentive Plan.
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated into this Registration Statement and made a part hereof by this reference:
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(a) (1) |
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The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on March 2, 2015; |
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(a) (2) |
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The Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as filed with the Securities and Exchange Commission on May 5, 2015; |
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(a) (3) |
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The Registrants Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 23, 2015; |
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(a) (4) |
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The Registrants Additional Definitive Proxy Soliciting Materials on Schedule 14A, as filed with the Securities and Exchange Commission on April 23, 2015; |
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(a) (5) |
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The Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 5, 2015; |
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(a) (6) |
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The Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 16, 2015; |
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(a) (7) |
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The Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 23, 2015; |
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(a) (8) |
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The Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 30, 2015; |
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(a) (9) |
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The Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 6, 2015; |
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(a) (10) |
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The Registrants Current Report on Form 8-K/A, as filed with the Securities and Exchange Commission on April 3, 2015; |
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(a) (11) |
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The Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2015; and |
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(c) (1) |
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The description of the Registrants capital stock contained in the Registrants Registration Statement on Form S-3ASR, as filed with the Securities and Exchange Commission on October 7, 2013. |
All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or
quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.
For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
You
should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the
information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Subsection (b)(7) of Section 102 of the General Corporation Law of the State of Delaware (the DGCL)
enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of the directors
fiduciary duty, except (i) for any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper
personal benefit.
Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any present or former director, officer,
employee or agent of the corporation, or any individual who served or is serving at the corporations request as a director, officer, employee or agent of another organization, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding; provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director, officer, employee or agent had no reasonable cause to believe his or her
conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any present or former director, officer,
employee or agent of the corporation, or any individual who served or is serving at the corporations request as a director, officer, employee or agent of another corporation, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including
attorneys fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit; provided that such director, officer, employee or agent acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director, officer, employee or agent shall have been
adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all
of the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that (i) to the extent a present or former director or officer has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses
(including
attorneys fees) actually and reasonably incurred by him or her in connection therewith; (ii) the indemnification and advancement of expenses provided for, by or granted pursuant to,
Section 145 of the DGCL shall not be deemed exclusive of any other rights to which the persons seeking indemnification may be entitled; and (iii) the corporation is empowered to purchase and maintain insurance on behalf of a present or
former director, officer, employee or agent of the corporation, or any individual who is or was serving at the corporations request as a director, officer or employee of another organization, against any liability asserted against him or her
or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145 of the DGCL.
Pursuant to this authority, as well as the authority granted by the Registrants Amended and Restated Certificate of Incorporation, as amended, and its
Amended and Restated Bylaws, the registrant has entered into an indemnification agreement with each director and executive officer whereby the Registrant has agreed to cover indemnification obligations specified in such indemnification agreements.
The Registrant maintains directors and officers insurance providing indemnification against certain liabilities for certain of its directors,
officers, affiliates, partners and employees.
The indemnification provisions in the Registrants Amended and Restated Bylaws, and the
indemnification agreements entered into between the Registrant and its directors and executive officers, may be sufficiently broad to permit indemnification of the Registrants officers and directors for liabilities arising under the Securities
Act.
Reference is made to the following documents incorporated by reference into this Registration Statement regarding relevant indemnification
provisions described above and elsewhere herein: (1) the Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on
June 23, 2003; (2) the Corrected Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 5, 2005; (3) the Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed as Exhibit 3.3 to the Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 22, 2012; (4) the Amended and Restated Bylaws, filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2015; and (5) the form of
Indemnification Agreement entered into by the Registrant with each of its directors and executive officers, filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on
October 19, 2010.
Item 8. Exhibits.
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Exhibit |
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Description |
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4.1 |
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Amended and Restated Certificate of Incorporation (1) |
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4.2 |
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Corrected Certificate of Amendment to Amended and Restated Certificate of Incorporation (2) |
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4.3 |
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Certificate of Amendment to Amended and Restated Certificate of Incorporation (3) |
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4.4 |
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Amended and Restated Bylaws (4) |
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4.5 |
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Amended and Restated BioMarin Pharmaceutical Inc. 2006 Share Incentive Plan, as amended (5) |
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5.1 |
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Opinion of Paul Hastings LLP * |
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23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm for BioMarin Pharmaceutical Inc. * |
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23.2 |
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Consent of Paul Hastings LLP (included in its opinion filed as Exhibit 5.1 hereto) * |
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24.1 |
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Power of Attorney (included on the signature page) |
(1) |
Incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2003.
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(2) |
Incorporated by reference to Exhibit 3.2 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2005.
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(3) |
Incorporated by reference to Exhibit 3.3 of the Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2012. |
(4) |
Incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2015. |
(5) |
Incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2015. |
Item 9. Undertakings.
(a) The undersigned
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that:
(A) paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Rafael, State of California, this 5th day of
August, 2015.
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BIOMARIN PHARMACEUTICAL INC. |
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By: |
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/s/ Jean-Jacques Bienaimé |
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Jean-Jacques Bienaimé |
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Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of the Registrant hereby constitute and appoint
Jean-Jacques Bienaimé and Daniel Spiegelman, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, with full power to act
alone, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file each such amendment to this Registration Statement, with all exhibits thereto, and any and all documents in connection therewith,
with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Jean-Jacques Bienaimé
Jean-Jacques Bienaimé |
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Chairman and Chief Executive Officer
(Principal Executive Officer) |
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August 5, 2015 |
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/s/ Daniel Spiegelman
Daniel Spiegelman |
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Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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August 5, 2015 |
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/s/ Brian R. Mueller
Brian R. Mueller |
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Group Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) |
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August 5, 2015 |
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/s/ Pierre Lapalme
Pierre Lapalme |
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Director |
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August 5, 2015 |
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/s/ Kenneth Bate
Kenneth Bate |
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Director |
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August 5, 2015 |
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/s/ Michael G. Grey
Michael G. Grey |
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Director |
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August 5, 2015 |
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/s/ Elaine J. Heron
Elaine J. Heron |
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Director |
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August 5, 2015 |
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/s/ V. Bryan Lawlis
V. Bryan Lawlis |
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Director |
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August 5, 2015 |
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/s/ Alan J. Lewis
Alan J. Lewis |
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Director |
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August 5, 2015 |
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Signature |
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Title |
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Date |
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Richard
A. Meier |
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Director |
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/s/ Dennis J. Slamon
Dennis J. Slamon |
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Director |
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August 5, 2015 |
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/s/ William D. Young
William D. Young |
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Director |
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August 5, 2015 |
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Exhibit |
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Description |
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4.1 |
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Amended and Restated Certificate of Incorporation (1) |
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4.2 |
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Corrected Certificate of Amendment to Amended and Restated Certificate of Incorporation (2) |
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4.3 |
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Certificate of Amendment to Amended and Restated Certificate of Incorporation (3) |
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4.4 |
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Amended and Restated Bylaws (4) |
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4.5 |
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Amended and Restated BioMarin Pharmaceutical Inc. 2006 Share Incentive Plan, as amended (5) |
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5.1 |
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Opinion of Paul Hastings LLP * |
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23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm for BioMarin Pharmaceutical Inc. * |
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23.2 |
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Consent of Paul Hastings LLP (included in its opinion filed as Exhibit 5.1 hereto) * |
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24.1 |
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Power of Attorney (included on the signature page) |
(1) |
Incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2003.
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(2) |
Incorporated by reference to Exhibit 3.2 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2005.
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(3) |
Incorporated by reference to Exhibit 3.3 of the Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2012. |
(4) |
Incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2015. |
(5) |
Incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2015. |
Exhibit 5.1
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August 5, 2015 |
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32348.00048 |
BioMarin Pharmaceutical Inc.
770 Lindaro Street
San Rafael, CA 94901
Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to BioMarin Pharmaceutical Inc., a Delaware corporation (the Company), in connection with the registration
statement on Form S-8 to be filed by the Company with the U.S. Securities and Exchange Commission (the Commission) on or about the date hereof (the Registration Statement) to effect
registration under the Securities Act of 1933, as amended (the Securities Act), of an aggregate of 10,500,000 shares (the Shares) of the Companys common stock, $0.001 par value per share
(Common Stock), issuable upon the exercise of awards to be granted by the Company pursuant to the Amended and Restated BioMarin Pharmaceutical Inc. 2006 Share Incentive Plan, as amended and restated on April 16, 2015
(the Amended Plan).
As such counsel and for purposes of our opinion set forth below, we have examined and relied upon originals
or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and instruments of the Company and corporate records furnished to us by the Company, and have reviewed certificates of public officials,
statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, including, without limitation:
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the Registration Statement; |
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the Amended and Restated Certificate of Incorporation of the Company, including all amendments and corrections thereto, as certified as of August 5, 2015 by the Office of the Secretary of State of the State of Delaware;
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(iii) |
the Amended and Restated Bylaws of the Company as presently in effect, as certified by an officer of the Company as of August 5, 2015; |
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(vi) |
the Amended Plan and the forms of award agreements related thereto; and |
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a certificate, dated as of August 5, 2015, from the Office of the Secretary of State of the State of Delaware, as to the existence and good standing of the Company in the State of Delaware (the Good Standing
Certificate). |
In addition to the foregoing, we have made such investigations of law as we have deemed necessary or
appropriate as a basis for the opinion set forth in this opinion letter.
In such examination and in rendering the opinion expressed below, we have
assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the authenticity and
Paul Hastings
LLP | 55 Second Street | Twenty-Fourth Floor | San Francisco, CA 94105
t:
+1.415.856.7000 | www.paulhastings.com
August 5, 2015
Page
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completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iii) that all agreements, instruments, corporate records,
certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to originals thereof, and that such originals are authentic and complete; (iv) the legal capacity and authority
of all persons or entities executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records,
certificates and other documents by all parties thereto; (vi) that no documents submitted to us have been amended or terminated orally or in writing except as has been disclosed to us in writing; (vii) that the statements contained in the
certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct; (viii) that there has not been any
change in the good standing status of the Company from that reported in the Good Standing Certificate; and (ix) that each of the officers and directors of the Company has properly exercised his or her fiduciary duties. As to all questions of
fact material to this opinion letter, and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation or verification) upon representations and certificates or comparable documents of
officers and representatives of the Company. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with
respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain legal matters and issues without the assistance of independent counsel. We have also assumed that the individual
issuances, grants or awards under the Amended Plan will be duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Amended Plan (and the
agreements and awards duly adopted thereunder and in accordance therewith).
Based upon the foregoing, and in reliance thereon, and subject to the
assumptions, limitations, qualifications and exceptions set forth in this opinion letter, we are of the opinion that the Shares are duly authorized and, when issued and sold as described in the Registration Statement and in accordance with the
Amended Plan and the applicable award agreements thereunder (including the receipt by the Company of the full consideration therefor), will be validly issued, fully paid and nonassessable.
Without limiting any of the other limitations, exceptions and qualifications stated elsewhere in this opinion letter, we express no opinion with regard to the
applicability or effect of the laws of any jurisdiction other than the General Corporation Law of the State of Delaware, as in effect on the date of this opinion letter.
This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated
herein from any matter addressed in this opinion letter.
This opinion letter is rendered solely in connection with the issuance and delivery of the
Shares as described in the Registration Statement and in accordance with the terms of the Amended Plan and the applicable award agreements thereunder. This opinion letter is rendered as of the date hereof, and we assume no obligation to advise you
or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion
letter.
August 5, 2015
Page
3
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In
giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Paul Hastings LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
BioMarin Pharmaceutical Inc.:
We consent to the use of our reports dated March 2, 2015, with respect to the consolidated balance sheets of BioMarin Pharmaceutical Inc. and
subsidiaries as of December 31, 2014 and 2013 and the related consolidated statements of operations, comprehensive loss, stockholders equity and cash flows for each of the years in the three-year period ended December 31, 2014, and
the effectiveness of internal control over financial reporting incorporated by reference herein.
/s/ KPMG LLP
San Francisco, California
August 5, 2015
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