BioMarin (NASDAQ: BMRN) adds Galafold and Pombiliti in Amicus deal
Rhea-AI Filing Summary
BioMarin Pharmaceutical Inc. completed its previously announced acquisition of Amicus Therapeutics, buying all Amicus shares for $14.50 in cash per share, implying total equity value of about $4.8 billion. Amicus now operates as a wholly owned subsidiary.
To fund the cash deal, BioMarin entered into new senior secured credit facilities consisting of a $2.0 billion Term Loan B, a $800.0 million Term Loan A, and a $600.0 million revolving credit facility, alongside its previously issued 5.500% Senior Notes due 2034 and cash on hand. The term loans were fully drawn at closing, while the revolver remains available for working capital and general corporate purposes.
The new credit agreement is secured by a first‑priority lien on substantially all assets of BioMarin and certain subsidiaries and includes financial covenants, including a Total Net Leverage Ratio cap of 3.50 to 1.00 (temporarily 4.00 to 1.00 in some acquisition scenarios) and a minimum Interest Coverage Ratio of 3.00 to 1.00. With Amicus, BioMarin adds marketed rare‑disease therapies Galafold for Fabry disease and Pombiliti + Opfolda for Pompe disease, plus U.S. rights to late‑stage candidate DMX‑200 for focal segmental glomerulosclerosis.
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Insights
BioMarin closes a $4.8B rare-disease acquisition funded with new secured debt facilities.
BioMarin has completed its all‑cash purchase of Amicus Therapeutics at $14.50 per share, for about $4.8 billion in equity value. The deal brings in commercial rare‑disease assets Galafold for Fabry disease and Pombiliti + Opfolda for Pompe disease, plus U.S. rights to Phase 3 candidate DMX‑200 for focal segmental glomerulosclerosis.
Financing relies on substantial new secured borrowing: a $2.0 billion Term Loan B, $800.0 million Term Loan A, and a $600.0 million revolver, combined with previously issued 5.500% Senior Notes due 2034 and cash on hand. Covenants require a Total Net Leverage Ratio at or below 3.50 to 1.00 (with a temporary step‑up to 4.00 to 1.00 for certain acquisitions) and an Interest Coverage Ratio of at least 3.00 to 1.00.
The revolver is undrawn at closing, preserving some liquidity flexibility, but the enlarged secured debt stack and asset‑based guarantees increase financial leverage and covenant oversight. Future company communications, including updated FY 2026 guidance planned for the May 4, 2026 earnings call, may shed light on how the combined portfolio and higher interest burden affect revenue growth, margins, and cash generation.
8-K Event Classification
Key Figures
Key Terms
Term Loan B Facility financial
senior secured revolving credit facility financial
Total Net Leverage Ratio financial
Interest Coverage Ratio financial
accelerated approval regulatory
Infusion-Associated Reactions (IARs) medical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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Introductory Note
On April 27, 2026 (the “Closing Date”), BioMarin Pharmaceutical Inc., a Delaware corporation (“BioMarin” or the “Company”), completed its previously announced merger transaction with Amicus Therapeutics, Inc., a Delaware corporation (“Amicus”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 19, 2025, by and among BioMarin, Amicus, and Lynx Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of BioMarin (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Amicus merged with and into Merger Sub (the “Merger”) with Amicus continuing as the surviving corporation and as a wholly owned subsidiary of BioMarin.
| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in Item 2.03 below is incorporated into this Item 1.01 by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.
At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Amicus (“Amicus Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was automatically cancelled and converted into the right to receive $14.50 in cash, without interest thereon and subject to any applicable withholding of taxes.
Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and unexercised Amicus option awarded, whether or not vested, and which had a per share exercise price that was less than $14.50 (each, an “In-the-Money Option”) was cancelled and converted into the right to receive a cash payment equal to the product of (A) the excess of (x) $14.50 over (y) the exercise price payable per share under such Amicus option multiplied by (B) the total number of shares subject to such Amicus option (without regard to vesting); (ii) each outstanding and unexercised Amicus option awarded other than an In-the-Money Option, whether or not vested, was cancelled with no consideration payable in respect thereof; (iii) each outstanding Amicus restricted stock unit awarded was cancelled and the holder thereof was entitled to receive a cash payment in the amount equal to the product of $14.50 multiplied by the number of shares of Amicus Common Stock subject to such Amicus restricted stock unit; and (iv) each outstanding Amicus performance-vesting restricted stock unit awarded, whether or not vested, was cancelled and the holder thereof was entitled to receive a cash payment in the amount equal to the product of $14.50 multiplied by the number of shares of Amicus Common Stock subject to such Amicus performance-vesting restricted stock unit (as determined at the level of performance set forth in the Merger Agreement and without any pro-ration).
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 hereto and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On the Closing Date, in connection with the Merger, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders and issuing banks from time to time party thereto, and Citibank, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent” and the “Collateral Agent,” respectively).
The Credit Agreement provides for a $2.0 billion senior secured term loan “B” facility (the “Term Loan B Facility” and the loans thereunder, the “Term B Loans”), a $800.0 million senior secured term loan “A” facility (the “Term Loan A Facility” and, together with the Term Loan B Facility, the “Term Facilities”, the loans thereunder, the “Term A Loans” and, together with the Term B Loans, the “Term Loans”) and a $600.0 million senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facilities, the “Senior Secured Credit Facilities”, the loans thereunder, the “Revolving Loans”).
The Term Loans were fully funded on the Closing Date and no amounts of Revolving Loans were funded on the Closing Date. The Term Loan B Facility matures on the seventh anniversary of the Closing Date and the Term Loan A Facility and Revolving Facility each mature on the fifth anniversary of the Closing Date.
The Company used the proceeds of the Term Loans, together with the proceeds of the previously issued 5.500% Senior Notes due 2034 (the “2034 Notes”) that were released from escrow on the Closing Date, and cash on hand, to finance the consideration payable in connection with the Merger and to pay related fees and expenses. The Revolving Facility is available for working capital and general corporate purposes.
Borrowings under the Senior Secured Credit Facilities bear interest, at the Company’s option, at a rate equal to either (i) Term SOFR plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for Term B Loans is 1.75% per annum for Term SOFR loans and 0.75% per annum for alternate base rate loans. The applicable margins for Term A Loans and Revolving Loans are subject to adjustment based on the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement), ranging from 1.00% to 1.75% per annum for Term SOFR loans and 0.00% to 0.75% per annum for alternate base rate loans. The Company is required to pay a commitment fee on the daily unused portion of the Revolving Facility at a rate per annum ranging from 0.125% to 0.200%, subject to adjustment based on the Company’s Total Net Leverage Ratio.
The obligations of the Company under the Credit Agreement are guaranteed by certain of its subsidiaries (the “Guarantors”) and are secured by a first-priority lien on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions set forth in the Credit Agreement.
The Credit Agreement contains customary affirmative and negative covenants, including, among others, covenants that restrict the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, make investments, pay dividends or make other restricted payments, dispose of assets, and enter into transactions with affiliates, in each case subject to exceptions set forth in the Credit Agreement. In addition, with respect to the Term A Facility and the Revolving Facility, the Credit Agreement requires the Company to maintain (i) a Total Net Leverage Ratio not to exceed 3.50 to 1.00 (subject to a temporary increase to 4.00 to 1.00 in connection with certain material acquisitions) and (ii) an Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 3.00 to 1.00, in each case tested as of the last day of each fiscal quarter.
The Credit Agreement also contains customary events of default, including, among others, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, certain bankruptcy and insolvency events, judgment defaults, and certain change of control events.
The Company’s existing Credit Agreement, dated as of August 28, 2024, by and among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, was repaid in full and terminated in connection with the closing of the new Senior Secured Credit Facilities.
On the Closing Date, certain of the Guarantors that were not already party to the indenture governing the 2034 Notes (the “2034 Notes Indenture”) executed and delivered a supplemental indenture thereto (the “Supplemental Indenture”), pursuant to which such Guarantors guaranteed the Company’s obligations under the 2034 Notes Indenture on the terms and subject to the conditions set forth therein.
The foregoing description of the Credit Agreement and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement and the Supplemental Indenture, copies of which are included as exhibits 10.1 and 4.2 hereto, respectively, and incorporated herein by reference. The foregoing description of the 2034 Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2034 Notes Indenture, a copy of which was filed as exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 12, 2026.
| Item 7.01 | Regulation FD Disclosure. |
On April 27, 2026, BioMarin issued a press release announcing the completion of the previously announced Merger. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by BioMarin regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma Financial Information |
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report on Form 8-K is required to be filed.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of December 19, 2025, by and among BioMarin Pharmaceutical Inc., Amicus Therapeutics, Inc. and Lynx Merger Sub 1, Inc. (incorporated by reference to Exhibit 2.1 to BioMarin’s Current Report on Form 8-K filed on December 19, 2025). | |
| 4.1 | Supplemental Indenture, dated as of April 27, 2026, by and among BioMarin Pharmaceutical Inc., certain guarantors party thereto, and U.S. Bank Trust Company, National Association. | |
| 10.1 | Credit Agreement, dated as of April 27, 2026, by and among BioMarin Pharmaceutical Inc., as the Borrower, Citibank, N.A., as administrative agent and collateral agent, and the lenders and issuing banks party thereto. | |
| 99.1 | Press Release issued by BioMarin Pharmaceutical Inc. on April 27, 2026. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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 thereunto duly authorized.
| BIOMARIN PHARMACEUTICAL INC., | ||||||
| Date: April 27, 2026 | By: | /s/ G. Eric Davis | ||||
| G. Eric Davis | ||||||
| Executive Vice President, Chief Legal Officer | ||||||
Exhibit 99.1
Contacts:
| Investors | Media | |
| Traci McCarty | Marni Kottle | |
| BioMarin Pharmaceutical Inc. | BioMarin Pharmaceutical Inc. | |
| (415) 455-7558 | (415) 218-7111 | |
BioMarin Completes Acquisition of Amicus Therapeutics
Acquisition Adds Galafold® (migalastat) for Fabry Disease and Pombiliti® (cipaglucosidase alfa-atga) + Opfolda® (miglustat) for Pompe Disease to BioMarin’s Commercial Portfolio
BioMarin Expects to Provide Updated FY 2026 Guidance During its First Quarter Earnings Call, May 4, 2026
SAN RAFAEL, Calif., April 27, 2026 /PRNewswire/ — BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) said today that it completed the previously announced agreement to acquire Amicus Therapeutics for $14.50 per share in an all-cash transaction for a total equity value of approximately $4.8 billion. The acquisition will strengthen BioMarin’s commercial portfolio, adding two new treatments to the company’s existing portfolio of medicines that target lysosomal storage diseases: Galafold® (migalastat), the first oral treatment for Fabry disease, and Pombiliti® (cipaglucosidase alfa-atga) + Opfolda® (miglustat), a two-component therapy for Pompe disease. BioMarin also now has U.S. rights to DMX-200, a potential first-in-class investigational small molecule for the treatment of focal segmental glomerulosclerosis (FSGS), a rare and fatal kidney disease in Phase 3 development.
“The completion of the Amicus acquisition advances BioMarin’s strategy to strengthen and diversify our growth profile while furthering our mission to deliver medicines for people living with rare diseases,” said Alexander Hardy, President and Chief Executive Officer of BioMarin. “BioMarin’s global scale, established commercial infrastructure, and advanced in-house manufacturing capabilities build on Amicus’ legacy and position us to bring Galafold and Pombiliti + Opfolda to more patients around the world.”
About Galafold
Galafold® (migalastat) 123 mg capsules is an oral pharmacological chaperone of alpha-Galactosidase A (alpha-Gal A) for the treatment of Fabry disease in adults who have amenable galactosidase alpha gene (GLA) variants. In these patients, Galafold works by stabilizing the body’s own dysfunctional enzyme so that it can clear the accumulation of disease substrate. Globally, Amicus Therapeutics estimates that approximately 35 to 50 percent of people living with Fabry disease may have amenable GLA variants, though amenability rates within this range vary by geography. Galafold is approved in more than 40 countries around the world, including the U.S., EU, U.K., and Japan.
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U.S. INDICATIONS AND USAGE
Galafold is indicated for the treatment of adults with a confirmed diagnosis of Fabry disease and an amenable GLA variant based on in vitro assay data.
This indication is approved under accelerated approval based on reduction in kidney interstitial capillary cell globotriaosylceramide (KIC GL-3) substrate. Continued approval for this indication may be contingent upon verification and description of clinical benefit in confirmatory trials.
U.S. IMPORTANT SAFETY INFORMATION
ADVERSE REACTIONS: The most common adverse reactions reported with Galafold (≥10%) were headache, nasopharyngitis, urinary tract infection, nausea and pyrexia.
USE IN SPECIFIC POPULATIONS: There is insufficient clinical data on Galafold use in pregnant women to inform a drug-associated risk for major birth defects and miscarriage. Advise women of the potential risk to a fetus. It is not known if Galafold is present in human milk. Therefore, the developmental and health benefits of breastfeeding should be considered along with the mother’s clinical need for Galafold and any potential adverse effects on the breastfed child from Galafold or from the underlying maternal condition. Galafold is not recommended for use in patients with severe renal impairment or end-stage renal disease requiring dialysis. The safety and effectiveness of Galafold have not been established in pediatric patients. To report Suspected Adverse Reactions, contact Amicus Therapeutics at 1-877-4AMICUS or FDA at 1-800-FDA-1088 or www.fda.gov/medwatch. For additional information about Galafold, including the full U.S. Prescribing Information, please visit https://www.amicusrx.com/pi/Galafold.pdf.
About Pombiliti + Opfolda
Pombiliti + Opfolda, is a two-component therapy that consists of cipaglucosidase alfa-atga, a bis-M6P-enriched rhGAA that facilitates high-affinity uptake through the M6P receptor while retaining its capacity for processing into the most active form of the enzyme, and the oral enzyme stabilizer, miglustat, that’s designed to reduce loss of enzyme activity in the blood.
U.S. INDICATIONS AND USAGE
POMBILITI in combination with OPFOLDA is indicated for the treatment of adult patients with late-onset Pompe disease (lysosomal acid alpha-glucosidase (GAA) deficiency) weighing ≥40 kg and who are not improving on their current enzyme replacement therapy (ERT).
SAFETY INFORMATION
HYPERSENSITIVITY REACTIONS INCLUDING ANAPHYLAXIS: Appropriate medical support measures, including cardiopulmonary resuscitation equipment, should be readily available. If a severe hypersensitivity reaction occurs, POMBILITI should be discontinued immediately and appropriate medical treatment should be initiated. INFUSION-ASSOCIATED REACTIONS (IARs): If severe IARs occur, immediately discontinue
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POMBILITI and initiate appropriate medical treatment. RISK OF ACUTE CARDIORESPIRATORY FAILURE IN SUSCEPTIBLE PATIENTS: Patients susceptible to fluid volume overload, or those with acute underlying respiratory illness or compromised cardiac or respiratory function, may be at risk of serious exacerbation of their cardiac or respiratory status during POMBILITI infusion. See the full U.S. Prescribing Information for complete Boxed Warning. CONTRAINDICATION: POMBILITI in combination with Opfolda is contraindicated in pregnancy. EMBRYO-FETAL TOXICITY: May cause embryo-fetal harm. Advise females of reproductive potential of the potential risk to a fetus and to use effective contraception during treatment and for at least 60 days after the last dose. Adverse Reactions: Most common adverse reactions ≥ 5% are headache, diarrhea, fatigue, nausea, abdominal pain, and pyrexia. Please see U.S. full PRESCRIBING INFORMATION, including BOXED WARNING, for POMBILITI (cipaglucosidase alfa-atga) and full PRESCRIBING INFORMATION for OPFOLDA (miglustat).
About BioMarin
BioMarin is a leading, global rare disease biotechnology company focused on delivering medicines for people living with genetically defined conditions. Founded in 1997, the San Rafael, California-based company has a proven track record of innovation, with a portfolio of commercial therapies and a strong clinical and preclinical pipeline. Using a distinctive approach to drug discovery and development, BioMarin seeks to unleash the full potential of genetic science by pursuing category-defining medicines that have a profound impact on patients. To learn more, please visit www.biomarin.com.
Forward-Looking Statements
This press release contains forward-looking statements about, among other things, the business prospects of Amicus Therapeutics (Amicus) and BioMarin Pharmaceutical Inc. (BioMarin), including, without limitation, statements about: the prospective benefits of the acquisition; expectations regarding Amicus’ products, Galafold and Pombiliti + Opfolda; expectations regarding Amicus’ product candidate, DMX-200, and its ongoing development; BioMarin’s capital allocation strategy to leverage its financial strength to diversify its pipeline and add innovative new therapies for patients; BioMarin’s plans for external innovation, including BioMarin’s ability to execute additional transactions in future quarters; statements about BioMarin’s future performance; and other statements that are not historical facts. Actual results could differ materially from those anticipated in these forward-looking statements. Except as required by law, each of BioMarin and Amicus assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise. These statements, which represent each of BioMarin’s and Amicus’ current expectations or beliefs concerning various future events that are subject to significant risks and uncertainties, may contain words such as “may,” “will,” “would,” “could,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “project,” “seek,” “should,” “strategy,” “future,” “opportunity,” “potential” or other similar words and expressions indicating future results.
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These forward-looking statements are predictions and involve risks and uncertainties such that actual results may differ materially from these statements. Forward-looking statements reflect current beliefs and expectations; however, these statements involve inherent risks and uncertainties, including, without limitation, with respect to: the effects of the acquisition on Amicus’ or BioMarin’s stock price and/or Amicus’ or BioMarin’s operating results; unknown or inestimable liabilities; the development, launch and commercialization of products and product candidates; the parties’ ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period and that BioMarin and Amicus will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; obtaining and maintaining adequate coverage and reimbursement for BioMarin’s or Amicus’ products; the time-consuming and uncertain regulatory approval process; the costly and time-consuming pharmaceutical product development process and the uncertainty of clinical success, including risks related to failure or delays in successfully initiating or completing clinical trials and assessing patients, including with respect to current and planned future clinical trials; global economic, financial, and healthcare system disruptions and the current and potential future negative impacts to BioMarin’s or Amicus’ business operations and financial results; the sufficiency of BioMarin’s or Amicus’ cash flows and capital resources; BioMarin’s evaluation of the potential impact of the transaction on its financial results and financial guidance; BioMarin’s or Amicus’ ability to achieve targeted or expected future financial performance and results and the uncertainty of future tax, accounting and other provisions and estimates; the effects of the transaction on relationships with key third parties, including employees, customers, suppliers, other business partners or governmental entities, including the risk that the acquisition adversely affects employee retention; risks that the acquisition disrupts current plans and operations; any legal proceedings related to the acquisition; and other risks and uncertainties affecting BioMarin and Amicus, including those risk factors detailed in BioMarin’s and Amicus’ filings with the Securities and Exchange Commission (SEC), including, without limitation, the risk factors contained under the caption “Risk Factors” in BioMarin’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Amicus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such risk factors may be updated by any subsequent reports, as well as the Proxy Statement on Schedule 14A filed by Amicus (as amended and/or supplemented). Stockholders of BioMarin and Amicus are urged not to place undue reliance on forward-looking statements, which speak only as of the date hereof. BioMarin and Amicus are under no obligation, and expressly disclaim any obligation, to update (publicly or otherwise) or alter any forward-looking statement, including without limitation any financial projection or guidance, whether as a result of new information, future events or otherwise.
BioMarin® is a registered trademark of BioMarin Pharmaceutical Inc. or its affiliates.
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