Form of 2.50% Senior Subordinated Convertible Note due 2013



 Exhibit 4.3 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 







 BioMarin Pharmaceutical Inc. 
 2.50% Senior Subordinated Convertible Notes due 2013 
 No. A1 CUSIP: 09061G AC
5 
  

 BioMarin
Pharmaceutical Inc., a Delaware corporation, promises to pay to Cede & Co. or registered assigns the principal amount of One Hundred Seventy-Two Million Five Hundred Thousand Dollars ($172,500,000.00) on March 29, 2013. 
  

			
	Interest Payment Dates:	  	March 29 and September 29, commencing September 29, 2006
	Record Dates:	  	March 14 and September 14

 This Security shall bear interest as specified on the other side of this Security. This Security
is convertible as specified on the other side of this Security. 
 Additional provisions of this Security are set forth on
the other side of this Security. 
 Dated: March 29, 2006 
 SIGNATURE PAGE FOLLOWS 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of March 29, 2006.

 BioMarin Pharmaceutical Inc. 
  

			
	By:	 	  

		
	By:	 	  


 Trustee’s Certificate of Authentication: 
  

					
		 	This is one of the Securities referred to in the within-mentioned Indenture.
		
		 	Wilmington Trust Company, as Trustee
		
		 	By:
			
		 	  
	 	
		 	Authorized Signatory:	 	








 [REVERSE SIDE OF SECURITY] 
 BioMarin Pharmaceutical Inc. 
 2.50% Senior Subordinated Convertible Notes due
2013 
 1. INTEREST 
 The Company promises to pay interest on the principal amount of this Note at the rate of 2.50% per annum. The Company shall pay interest semiannually in arrears on March 29 and September 29 of each year (each, an
“Interest Payment Date”), commencing on September 29, 2006. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from March 29, 2006;
provided, however, that if there is not an existing default in the payment of interest and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding interest payment date, such interest payment
date. Interest will be computed on the basis of a 360-day year composed of twelve 30-day months. 
 If the Holder elects to require the
Company to repurchase this Security pursuant to Section 5 of this Security, on a date that is after the Regular Record Date and prior to the corresponding Interest Payment Date, interest accrued and unpaid hereon to, but not including, the
applicable Fundamental Change Repurchase Date, will be paid to the Holder in whose name the Securities are registered as of the close of business on the Regular Record Date immediately preceding the applicable Fundamental Change Repurchase Date.

 A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest on such Security on the
corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such
Interest Payment Date) shall be entitled to receive interest on the principal amount of such Security, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security
for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest on the
principal amount of such Security so converted (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion), which is payable by the Company to
such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) with respect to which the Company has
specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, or (b) after the last Regular Record Date prior to the Final Maturity Date, in either case,
shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. 







 2. METHOD OF PAYMENT 
 The Company shall pay interest on this Security (except defaulted interest) to the person who is the Holder of this Security at the close of business on
March 14 or September 14, as the case may be, (each, a “Regular Record Date”) immediately preceding the related Interest Payment Date. The Holder must surrender this Security to a Paying Agent to collect payment of
principal. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest in respect of any Certificated
Security by check or wire transfer payable in such money; provided, however, that a Holder with an aggregate principal amount in excess of $5,000,000 will be paid by wire transfer in immediately available funds at the election of such Holder
if such Holder has provided wire transfer instructions to the Trustee at least 10 Business Days prior to the Payment Date. The Company may mail an interest check to the Holder’s registered address. Notwithstanding the foregoing, so long as this
Security is registered in the name of a Depositary or its nominee, all payments hereon shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. 
 Any wire transfer instructions received by the Trustee will remain in effect until revoked by the Holder. 
 3. PAYING AGENT, REGISTRAR AND CONVERSION AGENT 
 Initially, Wilmington Trust Company (the “Trustee,” which term shall include any successor trustee under the Indenture hereinafter referred to) will act as Paying Agent, Registrar and
Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent without notice to the Holder. The Company or any of its Subsidiaries may, subject to certain limitations set forth in the Indenture, act as Paying Agent or
Registrar. 
 4. INDENTURE, LIMITATIONS 
 This Security is one of a duly authorized issue of Securities of the Company designated as its 2.50% Senior Subordinated Convertible Notes Due 2013 (the “Securities”), issued under an Indenture
dated as of March 29, 2006 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated March 29, 2006 (the “First Supplemental Indenture” and together with the Base
Indenture, the “Indenture”), between the Company and the Trustee. The terms of this Security include those stated in the Indenture and those required by or made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended, as in effect on the date of the Indenture. This Security is subject to all such terms, and the Holder of this Security is referred to the Indenture and said Act for a statement of them. 
 The Securities are senior subordinated unsecured obligations of the Company limited to $172,500,000 in aggregate principal amount at maturity. The
Indenture does not limit the incurrence of other debt of the Company or its existing or future Subsidiaries, secured or unsecured. 







 5. PURCHASE OF SECURITIES AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE 

If a Fundamental Change occurs, at the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become
obligated to purchase for cash, subject to certain exceptions described in the Indenture all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000) of the Securities held by
such Holder on a date specified by the Company that is no later than 30 days after the date of the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount thereof together with unpaid interest, if any, accrued
to, but excluding, the Fundamental Change Repurchase Date. A Fundamental Change Company Notice shall be given by the Company to the Holders as provided in the Supplemental Indenture. To exercise such repurchase right, a Holder must deliver to the
Trustee a Fundamental Change Repurchase Notice as provided in the Supplemental Indenture. 
 6. CONVERSION 
 Subject to and upon compliance with the provisions of the Indenture, a Holder may surrender for conversion any Security that is $1,000 principal amount or
integral multiples thereof. 
 Subject to certain conditions provided for in the Supplemental Indenture, in certain circumstances, a Holder
may receive an amount in Common Stock equal to the Make Whole Premium, in addition to the shares of Common Stock issuable upon conversion of such Security. 
 The Conversion Rate shall be initially equal to 60.3318 shares of Common Stock per $1,000 principal amount of Securities. The Conversion Rate shall be adjusted under certain circumstances as provided in the Indenture.

 No fractional share of Common Stock shall be issued upon conversion of a Security. Instead, the Company shall pay a cash adjustment as
provided in the Indenture. 
 7. SUBORDINATION 
 The Indebtedness evidenced by this Security is, to the extent and in the manner provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all amounts then due on all
Senior Debt of the Company; provided, however, that the Securities, the Indebtedness represented thereby and the payment of the principal of and premium, if any, and interest on the Securities in all respects shall rank equally with, or prior
to, all existing and future Indebtedness of the Company that is expressly subordinated to any Senior Debt, and this Security is issued subject to such provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes. 







 8. DENOMINATIONS, TRANSFER, EXCHANGE 
 The Securities are in registered form, without coupons, in denominations of $1,000 principal amount and integral multiples of $1,000 principal amount. A
Holder may register the transfer of or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other
governmental charges that may be imposed in relation thereto by law or permitted by the Indenture. 
 9. PERSONS DEEMED
OWNERS 
 The Holder of a Security may be treated as the owner of it for all purposes. 
 10. UNCLAIMED MONEY 
 If
money for the payment of principal or interest remains unclaimed for two years, the Trustee and any Paying Agent will pay the money back to the Company at its written request, subject to applicable unclaimed property law and the provisions of the
Indenture. After that, Holders entitled to money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. 
 11. DISCHARGE PRIOR TO MATURITY. 
 Subject to certain conditions contained in the Indenture, the Company may discharge its obligations under the Securities and the Indenture if (1) all of the Securities then outstanding shall become due and payable at their scheduled
Maturity within one year, and (2) the Company shall have deposited with the Trustee money and/or U.S. Government Obligations sufficient to pay the principal of, and premium, if any, and interest on, all of the outstanding Securities on the date
of Maturity. 
 12. AMENDMENT, SUPPLEMENT AND WAIVER 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding (or such lesser
amount as shall have acted at a meeting pursuant to the provisions of the Indenture). The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf of
the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to
convert this Security as provided in the Indenture. 







 13. SUCCESSOR ENTITY 
 When a successor corporation assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation (except in certain circumstances specified in the Indenture) shall be released from those obligations. 
 14. DEFAULTS AND REMEDIES 
 Under the Indenture, an Event of Default shall occur if: 
 (a) the Company shall fail to pay when due the principal or any
Fundamental Change Repurchase Price of any Security, including any Make-Whole Premium, when the same becomes due and payable whether at the Final Maturity Date, upon repurchase, acceleration or otherwise whether or not such payment is prohibited by
Article 5 of the Supplemental Indenture; or 
 (b) the Company shall fail to pay an installment of interest, if any, on any of the
Securities, which failure continues for 30 days after the date when due whether or not such payment is prohibited by Article 5 hereof; or 
 (c) the Company shall fail to deliver when due all shares of Common Stock, together with cash instead of fractional shares, deliverable upon conversion of the Securities, which failure continues for 10 days; or 
 (d) the Company fails to perform or observe any other term, covenant or agreement contained in the Securities, this Supplemental Indenture or the Base
Indenture and the failure continues for a period of 60 days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the then-outstanding Securities; or 
 (e) (i) the Company fails to make any payment by the
end of the applicable grace period, if any, after the maturity of any Indebtedness for borrowed money in an amount in excess of $10,000,000 or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of
$10,000,000 because of a default with respect to such Indebtedness without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled, in the case of either (i) or (ii) above, for a
period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of the then-outstanding Securities; or 
 (f) the Company fails to provide a Fundamental Change Company Notice in accordance with Section 3.08 of the Supplemental Indenture; or 

(g) a court having jurisdiction enters (i) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any
Bankruptcy Law or (ii) a decree or order 








 
adjudging the Company a bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or
in respect of the Company under any applicable U.S. federal or state law, or appoints a Receiver of the Company or of any substantial part of its property, or orders the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 
 (h) the
Company pursuant to or within the meaning of any Bankruptcy Law: 
 (1) commences as a debtor a voluntary case or proceeding; 
 (2) consents to the entry of an order for relief against it in an involuntary case or proceeding or the commencement of any case against it; 

(3) consents to the appointment of a Receiver of it or for all or substantially all of its property; 
 (4) makes a general assignment for the benefit of its creditors; 
 (5) files a petition in bankruptcy or answer or consent seeking reorganization or relief; or 
 (6) consents
to the filing of such a petition or the appointment of or taking possession by a Receiver. 
 The term “Bankruptcy
Law” means Title 11 of the United States Code (or any successor thereto) or any similar federal or state law for the relief of debtors. The term “Receiver” means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law. 
 If an Event of Default shall occur and be continuing, the principal of all the
Securities may be declared due and payable in the manner and with the effect provided in the Indenture. 
 15. TRUSTEE
DEALINGS WITH THE COMPANY 
 Wilmington Trust Company, the initial Trustee under the Indenture, in its individual or any other capacity, may
make loans to, accept deposits from and perform services for the Company or an Affiliate of the Company, and may otherwise deal with the Company or an Affiliate of the Company, as if it were not the Trustee. 
 16. NO RECOURSE AGAINST OTHERS 
 A director, officer, employee or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Security by accepting this Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Security. 







 17. AUTHENTICATION 
 This Security shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other side of this
Security. 
 18. ABBREVIATIONS AND DEFINITIONS 
 Customary abbreviations may be used in the name of the Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not
as tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act). 
 All terms defined in the Indenture and used in this
Security but not specifically defined herein are defined in the Indenture and are used herein as so defined. 
 19. CUSIP
NUMBERS 
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on this Security. No representation is made as to the accuracy of such numbers either as printed on this Security and reliance may be placed only on the other identification numbers placed thereon. 
 20. INDENTURE TO CONTROL; GOVERNING LAW 
 In the case of any conflict between the provisions of this Security and the Indenture, the provisions of the Indenture shall control. This Security and the Indenture shall be governed by, and construed in accordance
with, the laws of the State of New York. 
 The Company will furnish to any Holder, upon written request and without charge, a copy of the
Indenture. Requests may be made to: BioMarin Pharmaceutical Inc. 105 Digital Drive, Novato, California 94949, Attention: Corporate Counsel, Facsimile No.: (415) 382-7889, Telephone No.: (415) 506-6307. 







 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to 
  

 (Insert assignee’s soc. sec. or tax I.D. no.)

  

  

  

 (Print or type assignee’s
name, address and zip code) and irrevocably appoint 
  

 Agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. 
  

							
	Date:	 	______________	 	Your Signature:	 	  

		 		 		 	(Sign exactly as your name appears on the other side of this Security)
			
	*Signature guaranteed by:	 		 	
				
	By:	 	  
	 		 	

  


	*	The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion
Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. 








 CONVERSION NOTICE 
 To convert this Security, check the box: 
  ̈ 
 To convert only part of this Security, state the principal amount to be converted (must be $1,000 or an integral multiple of $1,000):
$                    . 
 If you want the cash
paid to another person or the stock certificate made out in another person’s name, fill in the form below: 
  

 (Insert assignee’s soc. sec. or tax I.D. no.) 
  

  

  

 (Print or type assignee’s name, address and zip code) 
  

							
	Date:	 	______________	 	Your Signature:	 	  

		 		 		 	(Sign exactly as your name appears on the other side of this Security)
			
	*Signature guaranteed by:	 		 	
				
	By:	 	  
	 		 	

  


	*	The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion
Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. 








 FUNDAMENTAL CHANGE REPURCHASE NOTICE 
 To: BioMarin Pharmaceutical Inc. 
 The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from BioMarin Pharmaceutical Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire
principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Fundamental Change Repurchase Price to
the registered Holder hereof. 
  

							
	Date:	 	______________	 	Your Signature:	 	  


 Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature
guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. 
  

 Signature Guaranty 
 Principal amount to be repurchased (in an integral
multiple of $1,000, if less than all): 
  

 NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without any alteration or change whatsoever. 







 SCHEDULE OF EXCHANGES OF SECURITIES 
 The following exchanges, purchase, repurchases, purchases or conversions of a part of this Global Security have been made: 
  

									
	 Date of Exchange
	  	Amount of
Decrease in
Principal
Amount of this
Security	  	Amount of
Increase in
Principal
Amount of this
Security	  	Principal
Amount of this
Global Security
following Each
Increase or
Decrease	  	Signature of
Authorized
Officer of
Trustee