EXHIBIT 2.2



                 ACQUISITION AGREEMENT FOR A PLAN OF ARRANGEMENT

                                  BY AND AMONG

                          BIOMARIN PHARMACEUTICAL INC.,

                   BIOMARIN ACQUISITION (NOVA SCOTIA) COMPANY,

                                       AND

                              GLYKO BIOMEDICAL LTD.



                          Dated as of February 6, 2002




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                                TABLE OF CONTENTS


ARTICLE 1....................................................................2
THE PLAN OF ARRANGEMENT......................................................2
  1.1   IMPLEMENTATION STEPS BY GLYKO........................................2
  1.2   IMPLEMENTATION STEPS BY BIOMARIN AND BIOMARIN NOVA SCOTIA............2
  1.3   INTERIM ORDER........................................................3
  1.4   EFFECT OF THE ARRANGEMENT............................................3
  1.5   EFFECT ON CAPITAL STOCK..............................................3
  1.6   DISSENTING SHARES....................................................4
  1.7   SURRENDER OF CERTIFICATES............................................5
  1.8   NO FURTHER OWNERSHIP RIGHTS IN GLYKO COMMON SHARES...................6
  1.9   LOST, STOLEN OR DESTROYED CERTIFICATES...............................6
  1.10  TAX CONSEQUENCES.....................................................6
  1.11  CLOSING..............................................................6
ARTICLE 2....................................................................7
REPRESENTATIONS AND WARRANTIES OF GLYKO......................................7
  2.1   ORGANIZATION, STANDING AND POWER; SUBSIDIARIES.......................7
  2.2   ARTICLES OF INCORPORATION AND BYLAWS.................................8
  2.3   SHARE CAPITAL........................................................8
  2.4   AUTHORITY; BINDING NATURE OF AGREEMENT...............................9
  2.5   NO CONFLICT; REQUIRED FILINGS AND CONSENTS...........................9
  2.6   COMPLIANCE; PERMITS.................................................10
  2.7   CANADIAN SECURITIES FILINGS; FINANCIAL STATEMENTS...................11
  2.8   NO UNDISCLOSED LIABILITIES..........................................11
  2.9   ABSENCE OF CERTAIN CHANGES OR EVENTS................................12
  2.10  LEGAL PROCEEDINGS; ORDERS...........................................12
  2.11  EMPLOYEE BENEFIT PLANS..............................................13
  2.12  LABOR MATTERS.......................................................13
  2.13  RESTRICTIONS ON BUSINESS ACTIVITIES.................................13
  2.14  TITLE TO PROPERTY...................................................13
  2.15  TAXES...............................................................13
  2.16  ENVIRONMENTAL MATTERS...............................................14
  2.17  BROKERS.............................................................15
  2.18  INTELLECTUAL PROPERTY...............................................15
  2.19  CONTRACTS...........................................................15
  2.20  INSURANCE...........................................................15
  2.21  OPINION OF FINANCIAL ADVISOR........................................15
  2.22  BOARD APPROVAL......................................................16
  2.23  VOTE REQUIRED.......................................................16
  2.24  MINUTE BOOKS........................................................16
  2.25  INDEMNIFICATION OBLIGATIONS.........................................16
  2.26  CHANGE OF CONTROL PAYMENTS..........................................16
  2.27  INTERESTED PARTY TRANSACTIONS.......................................16
ARTICLE 3...................................................................17
REPRESENTATIONS AND WARRANTIES OF BIOMARIN AND..............................17
  3.1   ORGANIZATION, STANDING AND POWER....................................17
  3.2   ARTICLES OF INCORPORATION AND BYLAWS................................17
  3.3   SHARE CAPITAL.......................................................17
  3.4   SUBSIDIARIES........................................................18
  3.5   OWNERSHIP OF SECURITIES.............................................18



                                                                               2
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  3.6   NO CONFLICT; REQUIRED FILINGS AND CONSENTS..........................18
  3.7   AUTHORITY; BINDING NATURE OF AGREEMENT..............................19
  3.8   SEC FILINGS; FINANCIAL STATEMENTS...................................19
  3.9   NO UNDISCLOSED LIABILITIES..........................................20
  3.10  VALID ISSUANCE......................................................20
  3.11  LISTING.............................................................20
  3.12  LEGAL PROCEEDINGS; ORDERS...........................................20
  3.13  ABSENCE OF CERTAIN CHANGES AND EVENTS...............................21
  3.14  ENVIRONMENTAL MATTERS...............................................21
  3.15  COMPLIANCE; PERMITS.................................................21
  3.16  TAXES...............................................................22
  3.17  CONTRACTS...........................................................23
  3.18  VOTE REQUIRED.......................................................23
  3.19  BROKERS.............................................................23
  3.20  INTELLECTUAL PROPERTY...............................................23
  2.21  OPINION OF FINANCIAL ADVISOR........................................24
  3.22  BOARD APPROVAL......................................................24
ARTICLE 4...................................................................24
CONDUCT PRIOR TO THE EFFECTIVE TIME.........................................24
  4.1   ACCESS AND INVESTIGATION............................................24
  4.2   OPERATION OF GLYKO'S BUSINESS.......................................24
ARTICLE 5...................................................................26
GLYKO SHAREHOLDER APPROVAL AND BIOMARIN STOCKHOLDER APPROVAL................26
  5.1   JOINT PROXY CIRCULAR; BOARD RECOMMENDATIONS; OTHER FILINGS..........26
  5.2   MEETING OF GLYKO SHAREHOLDERS.......................................27
  5.3   MEETING OF BIOMARIN STOCKHOLDERS....................................29
ARTICLE 6...................................................................29
ADDITIONAL AGREEMENTS.......................................................29
  6.1   CONFIDENTIALITY; ACCESS TO INFORMATION..............................29
  6.2   NO SOLICITATION.....................................................29
  6.3   PUBLIC DISCLOSURE...................................................30
  6.4   REASONABLE EFFORTS..................................................30
  6.5   NOTIFICATION........................................................31
  6.6   THIRD PARTY CONSENTS................................................32
  6.7   NASDAQ AND SWX SWISS EXCHANGE LISTING...............................32
  6.8   GLYKO AFFILIATE AGREEMENT...........................................32
  6.9   LISTING OF GLYKO COMMON SHARES......................................32
  6.10  INDEMNIFICATION OF DIRECTORS AND OFFICERS...........................32
  6.11  STOCK OPTIONS.......................................................33
ARTICLE 7...................................................................34
CONDITIONS TO THE ARRANGEMENT...............................................34
  7.1   CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE ARRANGEMENT...34
  7.2   ADDITIONAL CONDITIONS TO OBLIGATIONS OF GLYKO.......................36
  7.3   ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF BIOMARIN................36
ARTICLE 8...................................................................37
TERMINATION, AMENDMENT AND WAIVER...........................................37
  8.1   TERMINATION.........................................................37
  8.2   NOTICE OF TERMINATION; EFFECT OF TERMINATION........................39
  8.3   FEES AND EXPENSES...................................................39
  8.4   AMENDMENT...........................................................40
  8.5   EXTENSION; WAIVER...................................................40



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ARTICLE 9...................................................................40
GENERAL PROVISIONS..........................................................40
  9.1   NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES.......................41
  9.2   NOTICES.............................................................41
  9.3   INTERPRETATION......................................................42
  9.4   COUNTERPARTS........................................................42
  9.5   ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES.........................42
  9.6   SEVERABILITY........................................................43
  9.7   GOVERNING LAW.......................................................43
  9.8   RULES OF CONSTRUCTION...............................................43
  9.9   ASSIGNMENT..........................................................43
  9.10  WAIVER OF JURY TRIAL................................................44
  9.11  CURRENCY............................................................44
  9.12  GLYKO DISCLOSURE LETTER.............................................44
  9.13  BIOMARIN DISCLOSURE LETTER..........................................44
  9.14  ATTORNEYS' FEES.....................................................44
ARTICLE 10..................................................................44
ADDITIONAL DEFINITIONS......................................................44
  10.1  ADDITIONAL DEFINITIONS..............................................44


                                INDEX OF EXHIBITS

            Exhibit A  Form of Arrangement Resolution
            Exhibit B  Plan of Arrangement
            Exhibit C  Appropriate Regulatory Approvals
            Exhibit D  Form of Legal Opinion of BioMarin U.S. Counsel
            Exhibit E  Form  of  Legal  Opinion  of  BioMarin  Canadian Counsel
            Exhibit F  Form of Legal Opinion of Glyko U.S. Counsel
            Exhibit G  Form of Legal Opinion of Glyko Canadian Counsel



                                                                               4
<PAGE>



                 ACQUISITION AGREEMENT FOR A PLAN OF ARRANGEMENT


      This ACQUISITION AGREEMENT FOR A PLAN OF ARRANGEMENT (this "Agreement") is
made and entered into as of February 6, 2002, among BIOMARIN PHARMACEUTICAL INC.
("BioMarin"),  a  corporation  existing  under  the laws of  Delaware,  BIOMARIN
ACQUISITION (NOVA SCOTIA) COMPANY, an unlimited liability company existing under
the  Companies  Act (Nova  Scotia)  and a wholly  owned  Subsidiary  of BioMarin
("BioMarin Nova Scotia") and GLYKO BIOMEDICAL LTD., a corporation existing under
the laws of Canada ("Glyko").


                                    RECITALS

      A. Upon the terms and subject to the  conditions of this  Agreement and in
accordance  with the  Canada  Business  Corporations  Act (the  "CBCA")  and the
Company Act (British  Columbia) (the "BC Act"),  BioMarin,  BioMarin Nova Scotia
and Glyko intend to enter into a business combination  transaction by way of the
Arrangement whereby:

            (i)   Glyko shall be continued (the "Continuance") under the laws of
                  British Columbia; and

            (ii)  each  outstanding  Glyko  Common  Share  that is not held by a
                  holder  who  has  exercised  its  Dissenters'  Rights  and  is
                  ultimately  entitled  to be paid the fair  value of its  Glyko
                  Common Shares shall be exchanged for 0.3309 shares of BioMarin
                  Common Stock.

      B. The Board of  Directors  of Glyko has (i)  received an opinion  from TD
Securities  Inc.  (the  "Financial  Advisor")  dated  the date  hereof  that the
consideration to be received by Glyko shareholders under the Arrangement is fair
to the  shareholders  of Glyko from a financial  point of view;  (ii) determined
that the Arrangement is fair to Glyko  shareholders and in the best interests of
Glyko; (iii) unanimously approved this Agreement,  the Arrangement and the other
transactions  contemplated by this  Agreement;  and (iv) determined to recommend
that the shareholders of Glyko approve the Arrangement.

      C. The Board of Directors  of each of BioMarin  and  BioMarin  Nova Scotia
have  unanimously  approved  this  Agreement,  the  Arrangement  and  the  other
transactions  contemplated  by this  Agreement  and the  Board of  Directors  of
BioMarin has determined to recommend that holders of BioMarin  Common Stock vote
in favour of the  Arrangement  including,  without  limitation,  the issuance of
BioMarin Common Stock in connection with the Arrangement.

      D. Concurrently  with the execution of this Agreement,  and as a condition
and inducement to BioMarin's  willingness to enter into this Agreement,  certain
shareholders  of Glyko are entering into  shareholder  support  agreements  (the
"Glyko Shareholder Support Agreements").



<PAGE>



      E. As a condition and  inducement to BioMarin's  willingness to enter into
this  Agreement,  certain  affiliates  of Glyko will enter into Glyko  affiliate
agreements (the "Glyko Affiliate Agreements").

      F. The parties  intend,  by executing this  Agreement,  to adopt a plan of
reorganization  within the meaning of Section 368 of the United States  Internal
Revenue Code of 1986, as amended (the "United States Code").

      G. Capitalized terms used herein, if not otherwise defined, shall have the
meanings given to them in Article 10 below.

      NOW,   THEREFORE,   in  consideration  of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  the parties agree
as follows:


                                    ARTICLE 1

                             THE PLAN OF ARRANGEMENT

      1.1 Implementation Steps by Glyko Glyko covenants in favor of BioMarin and
BioMarin Nova Scotia that Glyko shall:

            (a) as soon as reasonably practicable,  apply in a manner acceptable
to BioMarin under Section 192 of the CBCA for the Interim Order,  and thereafter
proceed with and diligently pursue the obtaining of the Interim Order;

            (b) convene and hold the Glyko Shareholders  Meeting for the purpose
of considering  the Continuance  Resolution and the Arrangement  Resolution (and
for any other proper purpose as may be set out in the notice for such meeting);

            (c) subject to obtaining such shareholder approval as is required by
the CBCA and the Interim Order,  diligently  pursue the application to the Court
for the Final Order;

            (d) subject to  obtaining  the Final Order and the  satisfaction  or
waiver of the other conditions herein contained in favor of Glyko, file with the
Director  Articles of Arrangement and such other documents as may be required in
connection therewith under the CBCA to give effect to the Arrangement; and

            (e) subject to obtaining such shareholder approval as is required by
the  CBCA,  file with the  Registrar  Articles  of  Continuance  and such  other
documents as may be required under the BC Act and the CBCA to give effect to the
Continuance.

      1.2  Implementation  Steps by BioMarin and BioMarin Nova Scotia.  BioMarin
and BioMarin Nova Scotia,  as  appropriate,  jointly and  severally  covenant in
favor of Glyko that BioMarin  shall  convene and hold the BioMarin  Stockholders
Meeting for the purpose of considering



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<PAGE>



the approval of the Arrangement including,  without limitation,  the issuance of
BioMarin Common Stock in connection with the Arrangement.

      1.3   Interim Order. The notice of motion for the application referred to
in Section 1.1(a) shall request that the Interim Order provide:

            (a) for the class or  classes  of  Persons  to whom  notice is to be
provided in respect of the  Arrangement and the Glyko  Shareholders  Meeting and
for the manner in which such notice is to be provided;

            (b) that the  requisite  shareholder  approval  for the  Arrangement
Resolution  shall  be  662/3  percent  of the  votes  cast  on  the  Arrangement
Resolution  by holders of Glyko Common  Shares  present in Person or by proxy at
the Glyko Shareholders Meeting;

            (c)  that,  in all  other  respects,  the  terms,  restrictions  and
conditions of the bylaws and articles of Glyko,  including  quorum  requirements
and all other matters, shall apply in respect of the Glyko Shareholders Meeting;
and

            (d) for the grant of the Dissenters' Rights.

      1.4 Effect of the  Arrangement.  At the Effective  Time, the effect of the
Arrangement  shall be as provided in this  Agreement and the Plan of Arrangement
and the applicable provisions of the CBCA.

      1.5   Effect on Capital Stock. Subject to the terms and conditions of this
Agreement and the Plan of Arrangement, by virtue of the Arrangement, the
following events or transactions shall occur:

            (a) Exchange of Glyko Common Shares.  Each Glyko Common Share issued
and outstanding  immediately  prior to the  Implementation  Time, other than any
Dissenting  Shares (as defined in and to the extent provided in Section 1.6(a)),
will be automatically  exchanged (subject to Section 1.5(d)) such that the Glyko
Common  Shares will be  transferred  to BioMarin Nova Scotia in exchange for the
delivery by BioMarin  Nova Scotia of that portion of a share of BioMarin  Common
Stock equal to the  Exchange  Ratio.  In no event will  BioMarin  Nova Scotia be
required  to  transfer to holders of Glyko  Common  Shares more than  11,367,617
shares of  BioMarin  Common  Stock in  connection  with the  rights of  exchange
provided for pursuant to this Agreement.  If any Glyko Common Shares outstanding
immediately  prior to the  Implementation  Time are unvested or are subject to a
repurchase  option,  risk of forfeiture or other  condition under any applicable
restricted  shares purchase  agreement or other  agreement with Glyko,  then the
BioMarin  Common Stock  delivered to holders of Glyko Common  Shares in exchange
for such Glyko  Common  Shares  will also be  unvested  and  subject to the same
repurchase option,  risk of forfeiture or other condition,  and the certificates
representing   such  BioMarin  Common  Stock  may  accordingly  be  marked  with
appropriate legends. Glyko shall take all action that may be necessary to ensure
that, from and after the Implementation  Time,  BioMarin Nova Scotia is entitled
to  exercise  any such  repurchase  option or other  right set forth in any such
restricted shares purchase agreement or other agreement.



                                        3
<PAGE>



            (b) Stock Options.  Each Option to purchase Glyko Common Shares then
outstanding  under the  Stock  Option  Plan  shall be  replaced  by an Option to
purchase BioMarin Common Stock in accordance with Section 6.11 hereof.

            (c)  Adjustments  to Exchange  Ratio.  The  Exchange  Ratio shall be
adjusted to reflect  appropriately the effect of any stock split,  reverse stock
split,  stock  dividend  (including any dividend or  distribution  of securities
convertible  into BioMarin Common Stock or Glyko Common  Shares),  extraordinary
cash dividends, reorganization, recapitalization, reclassification, combination,
exchange of shares or other like change with respect to BioMarin Common Stock or
Glyko  Common  Shares  occurring  on or after the date  hereof  and prior to the
Effective Time.

            (d)  Fractional  Shares.  No fraction of a share of BioMarin  Common
Stock  will be issued by virtue of the  Arrangement,  but in lieu  thereof  each
holder of Glyko Common Shares who would otherwise be entitled to a fraction of a
share of BioMarin  Common  Stock (after  aggregating  all  fractional  shares of
BioMarin  Common Stock that  otherwise  would be received by such holder) shall,
upon  surrender of such  holder's  Certificates(s)  receive from  BioMarin  Nova
Scotia an amount of cash (rounded to the nearest whole cent),  without interest,
equal to the product of (i) such fraction, and (ii) the average closing price of
one share of  BioMarin  Common  Stock for the twenty  (20) most recent days that
BioMarin  Common Stock has traded ending on the second  trading day  immediately
prior  to the  Effective  Date,  as  reported  on  the  Nasdaq  National  Market
("Nasdaq").

      1.6   Dissenting Shares.


            (a) Notwithstanding any provision of this Agreement to the contrary,
the shares of any holder of Glyko Common  Shares who has demanded and  perfected
appraisal  and dissent  rights  ("Dissenters'  Rights") in respect of such Glyko
Common Shares in  accordance  with the Interim Order and the CBCA and who, as of
the Effective  Time,  has not  effectively  withdrawn or lost such appraisal and
dissent rights ("Dissenting Shares"), shall not be converted into or represent a
right to receive  BioMarin  Common Stock pursuant to Section 1.5, but the holder
thereof  shall only be  entitled  to such  rights as are  granted by the Interim
Order or the CBCA, as the case may be.

            (b)  Notwithstanding the provisions of subsection (a), if any holder
of Glyko Common Shares who demands appraisal of such shares under the CBCA shall
effectively  withdraw  (or  otherwise  by law not be  entitled  to) the right to
appraisal,  then,  as of the later of the Effective  Time and the  occurrence of
such event,  such  holder's  shares shall  automatically  be  exchanged  for and
represent  only the right to receive  BioMarin  Common Stock,  without  interest
thereon, upon surrender of the certificate representing such shares.

            (c) Glyko  shall  give  BioMarin  (i) prompt  notice of any  written
demands for appraisal of any Glyko Common  Shares,  withdrawals of such demands,
and any other instruments  served pursuant to the Interim Order and the CBCA and
received by Glyko which  relate to any such  demand for  appraisal  and (ii) the
opportunity to participate in all substantial negotiations and proceedings which
take place prior to the Effective Time with respect to demands for appraisal and
dissent under the CBCA.  Glyko shall not,  except with the prior written consent
of BioMarin (not to be unreasonably  withheld or delayed),  voluntarily make any
payment  with respect to any demands for  appraisal  of Glyko  Common  Shares or
offer to settle or settle any such demands.



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<PAGE>




            (d) Any payments made to holders of Glyko Common Shares  pursuant to
Section 1.6(a) shall be made solely from the assets of Glyko.

      1.7   Surrender of Certificates.


            (a)  Depositary.  BioMarin  shall  select  a bank or  trust  company
reasonably acceptable to Glyko to act as the depositary (the "Depositary").

            (b) BioMarin to Provide  BioMarin  Common Stock.  Promptly after the
Effective  Time,  BioMarin shall cause BioMarin Nova Scotia to make available to
the  Depositary,  for exchange in  accordance  with this Article I, the BioMarin
Common Stock issuable  pursuant to Section 1.5 in exchange for outstanding Glyko
Common  Shares,  and  cash  in an  amount  sufficient  for  payment  in  lieu of
fractional shares pursuant to Section 1.5(d).

            (c) Exchange  Procedures.  Promptly after the Effective  Time,  each
holder of record (as of the  Effective  Time) of a certificate  or  certificates
(the "Certificates"),  which immediately prior to the Effective Time represented
outstanding Glyko Common Shares, shall be required to send to the Depositary (i)
a duly  completed and validly  executed  letter of transmittal in customary form
(which shall specify that delivery shall be effected, and risk of loss and title
to the  Certificates  shall pass, only upon delivery of the  Certificates to the
Depositary  and shall contain such other  provisions as BioMarin may  reasonably
specify)  and  (ii)  instructions  for use in  effecting  the  surrender  of the
Certificates in exchange for  certificates  representing  BioMarin Common Stock,
and cash in lieu of any  fractional  shares  pursuant  to Section  1.5(d).  Upon
surrender of  Certificates  for  cancellation to the Depositary or to such other
agent or agents as may be appointed by  BioMarin,  together  with such letter of
transmittal,  duly  completed  and  validly  executed  in  accordance  with  the
instructions  thereto,  the  holders of such  Certificates  shall be entitled to
receive  in  exchange  therefor  certificates  representing  the number of whole
shares of  BioMarin  Common  Stock into which  their  Glyko  Common  Shares were
exchanged at the  Effective  Time,  together  with payment in lieu of fractional
shares which such holders have the right to receive  pursuant to Section 1.5(d),
and the  Certificates  so  surrendered  shall  forthwith be cancelled.  Until so
surrendered,  outstanding  Certificates  will  be  deemed  from  and  after  the
Effective  Time,  for all  corporate  purposes,  subject to Section  1.5(d),  to
evidence only the right to receive upon such surrender a certificate  evidencing
the number of whole shares of BioMarin Common Stock into which such Glyko Common
Shares are entitled to be  exchanged  and the right to receive an amount in cash
in lieu of the  issuance of any  fractional  shares in  accordance  with Section
1.5(d).

            (d) Required  Withholding.  Each of the  Depositary,  BioMarin  Nova
Scotia and Glyko shall be entitled to deduct and withhold from any consideration
payable or  otherwise  deliverable  pursuant to this  Agreement to any holder or
former  holder of Glyko Common Shares such amounts as may be required by law (as
advised  by outside  tax  counsel  for  BioMarin)  to be  deducted  or  withheld
therefrom under the United States Code, the Income Tax Act (Canada) or under any
provision of United States or Canadian  federal,  state,  provincial,  regional,
local or foreign tax law or under any other applicable legal requirement. To the
extent such amounts are so deducted or withheld and remitted to the  appropriate
taxing  authority in  accordance  with  applicable  law,  such amounts  shall be
treated for all purposes  under this Agreement as having been paid to the Person
to



                                        5
<PAGE>



whom such amounts  would  otherwise  have been paid,  provided  that such person
shall be provided with a receipt  evidencing  remittance of such withheld amount
to the appropriate taxing authority.

            (e) No Liability.  Notwithstanding  anything to the contrary in this
Section 1.7, none of the Depositary,  BioMarin,  BioMarin Nova Scotia,  Glyko or
any party hereto shall be liable to a holder of shares of BioMarin  Common Stock
or Glyko  Common  Shares  for any  amount  properly  paid to a  public  official
pursuant to any applicable abandoned property, escheat or similar law.

      1.8 No Further  Ownership  Rights in Glyko  Common  Shares.  All shares of
BioMarin Common Stock issued in accordance with the terms hereof  (including any
cash paid in respect thereof pursuant to Section 1.5(d)) shall be deemed to have
been issued in full  satisfaction of all rights  pertaining to such Glyko Common
Shares,   and,   following  the  Effective  Time,  there  shall  be  no  further
registration  of transfers on the records of Glyko of Glyko Common  Shares which
were  outstanding  immediately  prior  to the  Effective  Time.  If,  after  the
Effective Time,  Certificates are presented to Glyko for any reason,  they shall
be cancelled and exchanged as provided in this Article 1.

      1.9  Lost,  Stolen  or  Destroyed  Certificates.  In the  event  that  any
Certificates  shall have been lost,  stolen or destroyed,  the Depositary  shall
issue in exchange  for such lost,  stolen or  destroyed  Certificates,  upon the
making  of an  affidavit  of  that  fact  by the  holder  thereof,  certificates
representing  the  BioMarin  Common  Stock  into which the Glyko  Common  Shares
represented by such  Certificates  were  exchanged  pursuant to Section 1.5, and
cash for  fractional  shares,  if any,  as may be  required  pursuant to Section
1.5(d); provided,  however, that Glyko and BioMarin may, in their discretion and
as a  condition  precedent  to the  issuance of such  certificates  representing
BioMarin  Common  Stock and cash,  require  the  owner of such  lost,  stolen or
destroyed  Certificates  to  deliver  a bond in such sum as  either  of them may
reasonably  direct  as  indemnity  against  any claim  that may be made  against
BioMarin or Glyko or the Depositary with respect to the Certificates  alleged to
have been lost, stolen or destroyed.

      1.10 Tax  Consequences.  It is  intended  by the  parties  hereto that the
Arrangement shall constitute a reorganization  within the meaning of Section 368
of the United States Code. The parties hereto adopt this Agreement as a "plan of
reorganization"  within the meaning of Sections  1.3682(g)  and 1.3683(a) of the
United States Treasury Regulations.

      1.11 Closing.  The closing of the Arrangement (the "Closing")  (other than
obtaining  the Final Order and the filing with the  Director of the  Articles of
Arrangement)  shall take place at the offices of Cassels Brock & Blackwell  LLP,
at a time and date to be specified by the parties,  which shall be no later than
the second  business day after the  satisfaction or waiver of the conditions set
forth in Article 7, or at such other  time,  date and  location  as the  parties
hereto agree in writing (the "Closing Date").



                                        6
<PAGE>



                                    ARTICLE 2

                     REPRESENTATIONS AND WARRANTIES OF GLYKO

      As of the date  hereof,  Glyko  represents  and  warrants to BioMarin  and
BioMarin Nova Scotia as follows,  subject to such exceptions as are specifically
disclosed in the disclosure  letter prepared by Glyko and delivered to BioMarin,
which disclosure  letter shall provide an exception to or otherwise  qualify the
representations  or  warranties  of  Glyko  specifically  referred  to  in  such
disclosure  letter  (the  "Glyko  Disclosure  Letter"),  and  acknowledges  that
BioMarin and  BioMarin  Nova Scotia are relying  upon such  representations  and
warranties in connection with the matters contemplated by this Agreement:

      2.1   Organization, Standing and Power; Subsidiaries.


            (a) Glyko  does not have any  Subsidiaries  and  Glyko  does not own
capital  stock of, or any equity  interest  of any  nature in, any other  Entity
other than BioMarin.  Glyko is a corporation  validly existing under the laws of
the jurisdiction of its incorporation and has all necessary  corporate power and
authority:  (i) to conduct its  business in the manner in which its  business is
currently being conducted; (ii) to own and use its assets in the manner in which
its assets are currently  owned and used;  and (iii) to perform its  obligations
under all Contracts by which it is bound.

            (b) Glyko has not  agreed  to, is not  obligated  to make and is not
bound by any Contract  under which it may become  obligated to make,  any future
investment  in or  capital  contribution  to any  other  Entity.  Glyko is not a
general  partner of, and is not  otherwise  liable for any of the debts or other
obligations of, any general  partnership,  limited  partnership or other Entity.
Glyko does not directly or indirectly  own any equity or similar  interest in or
any interest convertible, exchangeable or exercisable for, any equity or similar
interest in, any Entity.

            (c) Glyko is in possession of all Approvals  necessary to own, lease
and operate the properties it purports to own,  operate or lease and to carry on
its business as it is now being conducted, except where the failure to have such
Approvals would not,  individually or in the aggregate,  have a Material Adverse
Effect on Glyko.

            (d) Glyko's  sole  undertaking  is the holding of shares of BioMarin
Common Stock. Glyko is qualified to do business as a foreign  corporation and is
in good standing in the State California.

            (e) Glyko:  (i) is not subject to tax or filing  requirements  under
the United  States  Code or any state tax  legislation  of the United  States of
America  except in the State of  California;  (ii) is not  required  to make any
filings under the United States Code or any state tax legislation, except in the
State of  California;  (iii) does not have any employees in the United States of
America;  and (iv) does not otherwise  carry on business in a manner which would
make it subject to any requirements of United States laws except in the State of
California  insofar as any labor matters,  ERISA matters or matters  relating to
the United States Code or state tax legislation are concerned.



                                        7
<PAGE>



      2.2 Articles of Incorporation and Bylaws.  Glyko has previously  furnished
to BioMarin a complete  and correct copy of its  Articles of  Incorporation  and
Bylaws as amended to date (together, the "Glyko Charter Documents").  Such Glyko
Charter Documents are in full force and effect. Glyko is not in violation of any
of the provisions of the Glyko Charter Documents.

      2.3   Share Capital.


            (a) The authorized  capital of Glyko consists of an unlimited number
of Glyko  Common  Shares.  At the  close of  business  on  February  5, 2002 (i)
34,352,823  Glyko Common  Shares were issued and  outstanding,  all of which are
validly issued, fully paid and nonassessable and (ii) 81,397 Glyko Common Shares
were reserved for issuance upon the exercise of outstanding  options to purchase
Glyko Common  Shares  under the Stock  Option  Plan.  Except as disclosed in the
Glyko Disclosure Letter,  there is no Glyko Contract relating to any Glyko Stock
Option or to the voting of, or restricting any Person from purchasing,  selling,
pledging or otherwise disposing of (or granting any Option or similar right with
respect  to), or  granting  any  Options or other  rights to acquire,  any Glyko
Common  Shares.  Glyko has made  available  to BioMarin an accurate and complete
copy of the Stock Option Plan.  All  outstanding  Glyko Stock  Options have been
issued and granted in compliance  with all applicable  securities laws and other
applicable Legal Requirements.

            (b)  Except  as  disclosed  in the  Glyko  Disclosure  Letter  or as
described  in  the  immediately  preceding  paragraph,  there  are  no  options,
warrants,  conversion  privileges or other rights,  agreements,  arrangements or
commitments  (preemptive,  contingent or otherwise) obligating Glyko to issue or
sell Glyko Common Shares or other securities or securities or obligations of any
kind  convertible  into or  exchangeable  for directly or  indirectly  any Glyko
Common  Shares  or  other  securities,   nor  is  there  outstanding  any  stock
appreciation rights, phantom equity or similar rights, agreements,  arrangements
or  commitments  based upon the book  value,  income or any other  attribute  of
Glyko.  There  are no  outstanding  bonds,  debentures  or  other  evidences  of
indebtedness  of Glyko having the right to vote (or that are  convertible for or
exercisable  into  securities  having the right to vote) with the holders of the
Glyko  Common  Shares  on  any  matter.  There  are no  outstanding  contractual
obligations  of Glyko to  repurchase,  redeem or  otherwise  acquire  any of its
outstanding securities. No holder of securities issued by Glyko has any right to
compel Glyko to register or otherwise qualify such securities for public sale in
Canada or the United States.

            (c) Glyko owns free and clear of all  Encumbrances  (except  for any
restrictions on resale under applicable  securities  laws) 11,367,617  shares of
BioMarin  Common  Stock with good and  marketable  title  thereto.  There are no
subscriptions,  options, calls, warrants,  similar ownership interests,  rights,
commitments   or  agreements   of  any  character   (whether  or  not  currently
exercisable) to which Glyko is a party or by which it is bound  obligating Glyko
to deliver or sell,  or cause to be  delivered  or sold,  any shares of BioMarin
Common  Stock or  obligating  Glyko to  grant,  extend,  or enter  into any such
subscription,  options,  warrant,  call,  right,  commitment or agreement and to
Glyko's Knowledge there is no condition or circumstance that may give rise to or
provide a basis for the  assertion  of a claim by any Person to the effect  that
such Person is  entitled  to acquire or receive  any shares of  BioMarin  Common
Stock held by Glyko.  There is no voting  trust,  proxy,  or other  agreement or
understanding  to which Glyko is a party or by which it is bound with respect to
any share of BioMarin Common Stock.



                                        8
<PAGE>



            (d)  Glyko  has  received  a report  dated  January  21,  2002  from
Independent  Investor  Communications  Corporation  (a copy of  which  has  been
provided to BioMarin ) disclosing  that Persons who are resident in the Province
of Ontario do not  beneficially own more than two (2) percent of the outstanding
Glyko Common Shares. To Glyko's Knowledge, there are no Persons who are resident
in the Province of Ontario who  beneficially  own Glyko Common  Shares which are
held by  registered  holders or nominees who are not resident in the Province of
Ontario.

      2.4  Authority;  Binding  Nature of  Agreement.  Glyko  has the  requisite
corporate  power and  authority  to execute and deliver  this  Agreement  and to
perform its obligations  hereunder and,  subject to obtaining the Required Glyko
Shareholder Vote and the approval of the Court to the Arrangement, to consummate
the  transactions  contemplated  hereby.  The  execution  and  delivery  of this
Agreement  by  Glyko  and  the   consummation  by  Glyko  of  the   transactions
contemplated  hereby  have been duly and  validly  authorized  by all  necessary
corporate action on the part of Glyko and no other corporate  proceedings on the
part of Glyko are necessary to authorize  this  Agreement or to  consummate  the
transactions  contemplated  hereby  (other than all  proceedings  related to the
approval and adoption of this Agreement and the  Continuance and the Arrangement
by the Required Glyko  Shareholder Vote and Court approval of the  Arrangement).
This  Agreement  has been duly and validly  executed and delivered by Glyko and,
assuming the due authorization,  execution and delivery by BioMarin and BioMarin
Nova Scotia,  constitutes a legal and binding  obligation of Glyko,  enforceable
against  Glyko in  accordance  with its  terms  subject  to (i) laws of  general
application  relating to bankruptcy,  insolvency and the relief of debtors,  and
(ii) rules of law governing  specific  performance,  injunctive relief and other
equitable remedies.

      2.5   No Conflict; Required Filings and Consents.


            (a)  Neither (1) the  execution,  delivery  or  performance  of this
Agreement or any of the other agreements  referred to in this Agreement to which
Glyko will be a party, nor (2) the consummation of the Arrangement or any of the
other transactions  contemplated by this Agreement, will (with or without notice
or lapse of time):

                   (i) contravene, conflict with or result in a violation of (A)
any of the  provisions of the Glyko  Charter  Documents,  or (B) any  resolution
adopted by the  shareholders,  the Board of  Directors  or any  committee of the
Board of Directors of Glyko;

                   (ii)  contravene,  conflict  with or result in a violation of
any applicable Legal  Requirement or any order,  writ,  injunction,  judgment or
decree to which Glyko, or any of the assets owned or used by Glyko is subject;

                   (iii)other than as  contemplated  under this Agreement or the
Arrangement (including, without limitation, the exercise of Dissenters' Rights),
contravene,  conflict with or result in a violation or breach of, or result in a
default under, any provision of any Glyko Contract, or give any Person the right
to (A) declare a default or exercise any remedy  under any such Glyko  Contract,
(B) accelerate the maturity or  performance of any such Glyko  Contract,  or (C)
cancel, terminate or modify any term of such Glyko Contract;



                                        9
<PAGE>



                   (iv) result in the imposition or creation of any  Encumbrance
upon or with respect to any asset owned or used by Glyko;

                   (v) give rise to any right of termination or  acceleration of
indebtedness,  or cause any third  party  indebtedness  to become due before its
stated maturity or cause any available credit to cease to be available; or

                   (vi) result in any payment (including severance, unemployment
compensation, golden parachute, bonus or otherwise) becoming due to any director
or  employee of Glyko  other than as a  shareholder  of Glyko or holder of Glyko
Stock Options under the terms of the Arrangement.

            (b) The execution and delivery of this  Agreement by Glyko does not,
and the performance of this Agreement by Glyko shall not, require any Consent or
any filing with or notification to, any court or Governmental  Body except:  (i)
approval  by  the  Court  of the  Plan  of  Arrangement;  (ii)  the  Appropriate
Regulatory  Approvals;  and (iii) such other  filings,  registrations,  permits,
authorizations, consents or approvals that if not obtained, made or given, could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse  Effect  on  Glyko,  or  prevent  consummation  of the  transactions  or
otherwise prevent Glyko from performing its obligations under this Agreement.

             (c)  Glyko  (i)  does  not  hold  $15  million  or more of  assets,
excluding the shares of BioMarin Common Stock held by Glyko and other investment
assets,  located in the United States and (ii) did not make sales in or into the
United States of $25 million or more in its last completed fiscal year.

      2.6   Compliance; Permits.


            (a) Except as could not  reasonably  be  expected to have a Material
Adverse  Effect  on Glyko,  Glyko is not in  conflict  with,  or in  default  or
violation  of,  (i)  any  Legal   Requirement  or  Government  or   Governmental
Authorization  applicable  to Glyko  or by which  its  properties  are  bound or
affected, or (ii) any Contract,  Governmental  Authorization or other instrument
or obligation to which Glyko is a party or by which Glyko or its  properties are
bound or  affected.  To Glyko's  Knowledge,  no  investigation  or review by any
Governmental  Body  is  pending  or,  threatened  against  Glyko,  nor  has  any
Governmental  Body  indicated to Glyko an  intention to conduct the same.  Since
June 30, 2000, Glyko has not received any notice or other communication from any
Governmental Body or other Person regarding any actual or possible violation of,
or failure to comply with, any Legal Requirement  except as could not reasonably
be expected to have a Material Adverse Effect on Glyko.

            (b) Glyko holds all Governmental  Authorizations necessary to enable
Glyko to  conduct  its  businesses  in the  manner  in which  such  business  is
currently being  conducted,  except where the failure to hold such  Governmental
Authorizations  has not had and  would  not  reasonably  be  expected  to have a
Material Adverse Effect on Glyko. All such Governmental Authorizations are valid
and in full force and  effect.  Glyko is, and since June 30,  2000 has been,  in
substantial  compliance  with the terms and  requirements  of such  Governmental
Authorizations, except where the



                                       10
<PAGE>



failure to be in compliance with the terms and requirements of such Governmental
Authorizations  has not had and  could  not  reasonably  be  expected  to have a
Material  Adverse Effect on Glyko.  Since June 30, 2000,  Glyko has not received
any notice or other  communication  from any Governmental Body regarding (i) any
actual  or  possible  violation  of or  failure  to  comply  with  any  term  or
requirement of any material  Governmental  Authorization,  or (ii) any actual or
possible  revocation,  withdrawal,  suspension,  cancellation,   termination  or
modification of any material Governmental Authorization.

      2.7   Canadian Securities Filings; Financial Statements.


            (a) Glyko has made  available  to  BioMarin  (including  through the
SEDAR System of the Canadian securities administrators) an accurate and complete
copy of each Glyko  Regulatory  Report  filed by Glyko since  December 31, 1998,
which  include all the Glyko  Regulatory  Reports  required to be filed by Glyko
since  June 30,  2000 and,  prior to the  Effective  Time,  Glyko will have made
available  to  BioMarin  (including  through  the SEDAR  System of the  Canadian
securities  administrators)  with accurate and complete copies of any additional
Glyko  Regulatory  Reports filed hereafter by Glyko prior to the Effective Time.
Since September 30, 2001, Glyko has not filed any  confidential  material change
report under any Canadian  Securities  Legislation or with any stock exchange or
other  selfregulatory  authority which at the date hereof remains  confidential.
The Glyko Regulatory  Reports filed since June 30, 2000 (including the financial
statements  contained  therein) (i) were  prepared in  accordance  with the then
existing requirements of Canadian Securities Legislation,  the TSE and the CBCA,
as the case may be; and (ii) did not at the time they were filed (and if amended
or superseded by a filing prior to the date of this  Agreement  then on the date
of such filing) contain any untrue statement of a material fact or omit to state
a material fact required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

            (b) Each set of financial statements  (including,  in each case, any
related notes thereto) contained in Glyko Regulatory Reports and Glyko's audited
financial  statements as at and for the year ended December 31, 2000 and Glyko's
unaudited financial statements as at and for the period ended September 30, 2001
(the "Glyko  Interim  Financial  Statements")  comply as to form in all material
respects with the published rules and regulations of the OSC applicable  thereto
and were prepared in accordance with Canadian GAAP applied on a consistent basis
throughout  the periods  involved  (subject,  in the case of  unaudited  interim
financial statements, to the absence of note disclosure and yearend adjustments)
and each fairly  presents the  financial  position of Glyko at the dates thereof
and the results of its operations and cash flows for the periods indicated.

            (c) Glyko is a "reporting issuer" or its equivalent for the purposes
of Canadian  Securities  Legislation  in  Ontario,  British  Columbia,  Alberta,
Manitoba, Saskatchewan, Nova Scotia and New Brunswick and is not in violation of
any requirement under Canadian Securities Legislation.

      2.8 No  Undisclosed  Liabilities.  Glyko  does not  have  any  liabilities
(absolute,  accrued,  contingent  or  otherwise)  of a  nature  required  to  be
disclosed on a balance sheet or in the related notes to the financial statements
prepared in accordance with Canadian GAAP except:  (a) liabilities  provided for
in the Glyko Interim  Financial  Statements;  (b) normal and  recurring  current
liabilities



                                       11
<PAGE>



incurred  since  the  date of the  Glyko  Interim  Financial  Statements  in the
ordinary course of business and consistent with past practices;  (c) liabilities
incurred in connection with the  Arrangement;  or (d) as could not reasonably be
expected to have a Material Adverse Effect on Glyko.

      2.9   Absence of Certain Changes or Events.  Since December 31, 2000:


            (a) there has not been any Material Adverse Effect relating to
Glyko;

            (b)  Glyko  has not (i)  declared,  accrued,  set  aside or paid any
dividend  or made any other  distribution  in  respect  of any shares of capital
stock or (ii)  repurchased,  redeemed  or  otherwise  reacquired  any  shares of
capital stock or other securities;

            (c)  Glyko  has not  sold,  issued or  granted,  or  authorized  the
issuance of: (i) any capital  stock or other  security  (except for Glyko Common
Shares  issued upon the valid  exercise of  outstanding  Glyko Stock  Options in
accordance with the terms of the Stock Option Plan); (ii) any Option, warrant or
right to acquire any capital stock or any other security  except for Glyko Stock
Options;  or (iii)  any  instrument  convertible  into or  exchangeable  for any
capital stock or other security;

            (d) there has been no amendment to the Glyko Charter Documents,  and
Glyko  has  not  effected  or  been  a  party  to  any  merger,   consolidation,
amalgamation,   share   exchange,   business   combination,    recapitalization,
reclassification  of shares,  stock split,  division or  subdivision  of shares,
reverse stock split, consolidation of shares or similar transaction;

            (e) Glyko has not received any  Acquisition  Proposal other than the
Acquisition Proposal set forth herein; and

            (f) Glyko has conducted its business only in the ordinary  course of
business   consistent  with  past  practice   (except  in  connection  with  the
transactions contemplated by this Agreement).

      2.10  Legal Proceedings; Orders.


            (a) There is no pending Legal  Proceeding,  and to Glyko's Knowledge
no Person has  threatened  to commence any Legal  Proceeding  (i) that  involves
Glyko or any of the assets  owned or used by Glyko,  except as  disclosed in the
Glyko Disclosure Letter or (ii) that challenges,  or that may have the effect of
preventing,   delaying,  making  illegal  or  otherwise  interfering  with,  the
Arrangement or any of the other transactions  contemplated by this Agreement. To
Glyko's  Knowledge,  no event  has  occurred,  and no  claim,  dispute  or other
condition or  circumstance  exists,  that could  reasonably be expected to, give
rise to or serve as a basis for the commencement of any such Legal Proceeding.

            (b) There is no material order, writ, injunction, judgment or decree
to which  Glyko,  or any of the assets  owned or used by Glyko,  is subject.  To
Glyko's  Knowledge,  no  officer or  director  of Glyko is subject to any order,
writ,  injunction,  judgment or decree that  prohibits  such officer or director
from engaging in or continuing any conduct, activity or practice relating to the
business of Glyko.



                                       12
<PAGE>



      2.11 Employee  Benefit Plans.  Other than the Stock Option Plan, Glyko has
no employee benefit,  health,  welfare,  supplemental employment benefit, bonus,
pension,  profit  sharing,  deferred  compensation,  stock  compensation,  stock
purchase,   retirement,   hospitalization  insurance,  medical,  dental,  legal,
disability and similar plans or arrangements  or practices  applicable to any of
Glyko's current or former employees, officers, directors or consultants.

      2.12  Labor  Matters.  There are no  material  controversies,  complaints,
claims,   labor  disputes  or  grievances  pending  or,  to  Glyko's  Knowledge,
threatened,  between Glyko and any of its current or former employees, officers,
directors  or  consultants.  Glyko is not a party to any  collective  bargaining
agreement or other labor union  contract or employee  association  applicable to
Persons employed by Glyko.  Glyko is in material  compliance with all applicable
Legal  Requirements  relating to  employment,  employment  practices,  terms and
conditions of employment and wages.

      2.13  Restrictions  on  Business   Activities.   There  is  no  agreement,
commitment, judgment, injunction, order or decree binding upon Glyko or to which
Glyko is a party which has or could reasonably be expected to have the effect of
prohibiting  or  materially  impairing  any  business  practice  of  Glyko,  any
acquisition  of  property  by  Glyko  or the  conduct  of  business  by Glyko as
currently conducted.

      2.14 Title to Property.  Glyko owns, and has good and marketable title to,
all assets  reflected on the Glyko  Interim  Financial  Statements.  All of said
assets are owned by Glyko free and clear of any Encumbrances, except for (a) any
lien for  current  taxes not yet due and  payable  and (b) in  respect of assets
other than shares of BioMarin Common Stock,  minor liens that have arisen in the
ordinary  course of business.  Glyko is not a party to or otherwise bound by any
lease  pursuant to which Glyko  leases  from  others  material  real or personal
property.

      2.15  Taxes

            (a) Glyko has timely filed all Returns relating to Taxes required to
be  filed by Glyko  with any  Governmental  Body,  and such  Returns  have  been
completed in accordance with Legal Requirements.

            (b) As of the  Effective  Time,  except  as  disclosed  in the Glyko
Disclosure Letter,  Glyko (i) will have paid within the time required by law, or
accrued  all Taxes it is  required  by law to pay or  accrue  and (ii) will have
withheld  from each  payment  made to its past or present  employees,  officers,
directors and independent  contractors,  creditors,  shareholders or other third
parties all Taxes and other material  deductions  required by law to be withheld
and have,  within the time required by law,  paid such  withheld  amounts to the
proper Governmental Bodies.

            (c) Except as disclosed in the Glyko  Disclosure  Letter,  Glyko has
not been  delinquent  in the payment of any Tax nor is there any Tax  deficiency
outstanding,  nor to Glyko's Knowledge,  proposed or assessed against Glyko, nor
has Glyko  executed any waiver of any statute of limitations on or extensions of
the period for the  assessment or  collection  of any Tax.  There are no matters
relating to Taxes under discussion between any Governmental Body and Glyko.



                                       13
<PAGE>



            (d) To  Glyko's  Knowledge,  no audit or  other  examination  of any
Return of Glyko is  currently in  progress,  nor has Glyko been  notified of any
request  for such an audit or other  examination,  nor is any  taxing  authority
asserting, or threatening to assert against Glyko any claim for Taxes.

            (e) There  are no  Encumbrances  of any sort on the  assets of Glyko
relating to or  attributable to Taxes except for liens for Taxes not yet due and
payable.

            (f) Glyko is not a party to a tax  sharing or  allocation  agreement
and is not liable for the Taxes of any other Person,  whether as a transferee or
successor or by contract or  otherwise,  nor does Glyko owe any amount under any
such agreement.

            (g) Except as disclosed in the Glyko Disclosure  Letter,  to Glyko's
Knowledge,  no  adjustment  relating  to any  Returns  filed by  Glyko  has been
proposed in writing,  formally or informally, by any Government Body to Glyko or
any Representative.

            (h) Glyko does not have any liability for any unpaid Taxes which has
not been accrued for or reserved on the Glyko balance sheet dated  September 30,
2001  in  accordance  with  Canadian  GAAP,   whether  asserted  or  unasserted,
contingent or otherwise, other than any liability for unpaid Taxes that may have
accrued since September 30, 2001 and that are not yet payable.

            (i)  Since  June 30,  2000,  to  Glyko's  Knowledge,  Glyko  has not
deducted  any amounts in  computing  its income in a taxation  year which may be
included in a subsequent  taxation  year under  Section 78 of the Income Tax Act
(Canada).

            (j) Since June 30, 2000,  to Glyko's  Knowledge,  Glyko has not made
any material Tax election.

      2.16  Environmental  Matters.  All operations of Glyko are being conducted
and, to Glyko's Knowledge have been conducted,  in material  compliance with all
Environmental Laws. Glyko is not subject to:

            (a) any  governmental  or  regulatory  remedial  or control  action,
proceeding,  application,  order or directive  which  relates to  environmental,
health  or  safety  matters  or  any  investigation  or  evaluation   concerning
environmental, health or safety matters; or

            (b) (i) any  demand or notice  with  respect  to the  breach  of, or
liability under, any Environmental Laws and (ii) to Glyko's Knowledge, there are
no facts or  circumstances  that could  reasonably  be expected to result in any
such action,  proceeding,  application,  order, directive,  demand, or notice to
which it would be subject which in any case could reasonably be expected to have
a Material Adverse Effect on Glyko.

      2.17 Brokers. Except for TD Securities Inc., no broker, finder or
investment banker is entitled to any brokerage, finder's or other fee or
commission in connection with the Arrangement or any of the other transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
Glyko. Glyko has furnished to BioMarin accurate and complete copies of all
agreements under which any such fees, commissions or other amounts have been
paid or may


                                       14
<PAGE>



become  payable  and all  indemnification  and other  agreements  related to the
engagement of TD Securities Inc.

      2.18  Intellectual  Property Glyko does not own and is not licensed to use
any Intellectual Property. There is no Intellectual Property that is required to
be used by Glyko in carrying on its business as presently conducted.

      2.19  Contracts.


            (a) Other than this Agreement,  in connection with the  Arrangement,
or as disclosed in the Glyko Disclosure Letter,  there is no Glyko Contract that
constitutes a Material Contract.

            (b) (i) Glyko has not violated or breached, or committed any default
under,  any Glyko Contract,  except for  violations,  breaches and defaults that
have not had and would not  reasonably  be expected  to have a Material  Adverse
Effect on Glyko;  and, to Glyko's  Knowledge,  no other  Person has  violated or
breached,  or  committed  any  default  under,  any Glyko  Contract,  except for
violations,  breaches or defaults that have not had and would not  reasonably be
expected  to have a  Material  Adverse  Effect on Glyko;  and (ii) other than in
respect of the exercise of Dissenters'  Rights, to Glyko's  Knowledge,  no event
has occurred,  and no  circumstance or condition  exists,  that (with or without
notice or lapse of time) will, or could reasonably be expected to, (A) result in
a violation or breach of any of the provisions of any Glyko  Contract,  (B) give
any Person the right to declare a default or exercise any remedy under any Glyko
Contract,  (C)  give  any  Person  the  right  to  accelerate  the  maturity  or
performance of any Glyko  Contract,  or (D) give any Person the right to cancel,
terminate or modify any Glyko  Contract,  except in each such case for defaults,
acceleration  rights,  termination rights and other rights that have not had and
would not reasonably be expected to have a Material Adverse Effect on Glyko.

      2.20 Insurance.  Other than directors' and officers'  insurance  issued by
American Home Assurance  Company,  Glyko has no material  insurance  policies or
material  self  insurance  programs and  arrangements  relating to the business,
assets  and  operations  of Glyko.  Such  insurance  policy is in full force and
effect.  Since  December  31, 2000,  Glyko has not  received any written  notice
regarding any actual:  (a) cancellation or invalidation of any insurance policy;
(b)  refusal of any  coverage  or  rejection  of any  material  claim  under any
insurance  policy;  or (c) except as disclosed in the Glyko  Disclosure  Letter,
material  adjustment  in the amount of the premiums  payable with respect to any
insurance policy.

      2.21  Opinion of  Financial  Advisor.  The Board of Directors of Glyko has
received the opinion of TD Securities Inc.,  financial  advisor to Glyko,  dated
the  date  of  this  Agreement,  to  the  effect  that,  as of  such  date,  the
consideration  to be received by  shareholders of Glyko under the Arrangement is
fair to the  shareholders  of Glyko from a  financial  point of view (the "Glyko
Opinion").  Glyko will furnish an accurate and complete  copy of said opinion to
BioMarin for informational purposes only after receipt thereof by Glyko.

      2.22  Board  Approval. The Board of  Directors of Glyko (at a meeting duly
called and held) has (a) determined (pursuant to a unanimous vote of all members
of the  Board  of  Directors  of



                                       15
<PAGE>



Glyko entitled to vote thereon) that the Arrangement and the other  transactions
contemplated by this Agreement are fair to shareholders of Glyko and in the best
interests of Glyko and (b)  determined  as of the date hereof to recommend  that
the holders of Glyko Common Shares vote in favor of the Arrangement.

      2.23  Vote  Required.  Subject  to the  terms of the  Interim  Order,  the
Required Glyko  Shareholder Vote is the only vote of the holders of any class or
series  of  shares  of  Glyko  necessary  to  approve  the  Arrangement  and the
transactions contemplated thereby.

      2.24 Minute Books. The minute books of Glyko made available to counsel for
BioMarin  are the  complete  minute  books of Glyko and,  to Glyko's  Knowledge,
contain  the  accurate  text of all  resolutions  passed  by  Glyko's  Board  of
Directors  (or  committees  thereof) and  shareholders  either at meetings or by
written consent.

      2.25  Indemnification  Obligations.  There are no actions,  proceedings or
other events pending or, to Glyko's  Knowledge,  threatened against any officer,
director or agent or former officer, director,  employee or agent of Glyko which
would give rise to any  indemnification  obligation  of Glyko to its  current or
former  officers,  directors,  employees  or  agents  under  the  Glyko  Charter
Documents  or any  agreement  between  Glyko  and any of its  current  or former
officers, directors, employees or agents.

      2.26  Change  of  Control  Payments.   Other  than  as  a  result  of  the
acceleration  of vesting of Glyko Stock Options in accordance  with their terms,
there are no amounts  that may  become  payable  in cash or  otherwise  (whether
currently  or in  the  future)  to  current  or  former  consultants,  officers,
directors  or  employees  of  Glyko  as a result  of or in  connection  with the
Arrangement.

      2.27  Interested  Party  Transactions.   Except  in  connection  with  the
transactions  contemplated by this Agreement and the Arrangement,  no officer or
director of Glyko (nor any  ancestor,  sibling,  descendant  or spouse of any of
such Person,  or any trust,  partnership or corporation in which any such Person
has an economic interest), has, directly or indirectly, a beneficial interest in
any Glyko Contract.  Except as disclosed in the Glyko Disclosure  Letter,  there
are no  receivables  of Glyko  owing by any past or present  director,  officer,
employee of, consultant to Glyko (or any ancestor, sibling, descendant or spouse
of any such Persons,  or any trust,  partnership  or corporation in which any of
such Persons has an economic interest),  other than advances in the ordinary and
usual course of business for  reimbursable  business  expenses (as determined in
accordance  with  Glyko's  established  employee   reimbursement   policies  and
consistent with past practice).  None of Glyko's  shareholders has agreed to, or
assumed,  any  obligation  or duty to guaranty or otherwise  assume or incur any
obligation or liability of Glyko.


                                    ARTICLE 3

                 REPRESENTATIONS AND WARRANTIES OF BIOMARIN AND
                              BIOMARIN NOVA SCOTIA

      As of the date  hereof,  BioMarin  and  BioMarin  Nova Scotia  jointly and
severally represent and warrant to Glyko as follows,  subject to such exceptions
as are specifically  disclosed in the



                                       16
<PAGE>



disclosure letter prepared by BioMarin and delivered to Glyko,  which disclosure
letter shall provide an exception to or otherwise qualify the representations or
warranties of BioMarin  specifically  referred to in such disclosure letter (the
"BioMarin Disclosure Letter"),  and acknowledges that Glyko is relying upon such
representations  and warranties in connection  with the matters  contemplated by
this Agreement:

      3.1   Organization, Standing and Power.


            (a) Each of  BioMarin  and  BioMarin  Nova  Scotia is a  corporation
validly existing under the laws of its jurisdiction of incorporation and has all
necessary  corporate  power and  authority:  (i) to conduct its  business in the
manner in which its business is currently being  conducted;  (ii) to own and use
its assets in the manner in which its assets are currently  owned and used;  and
(iii) to perform its obligations under all Contracts by which it is bound.

            (b) Each of BioMarin and BioMarin  Nova Scotia is in  possession  of
all Approvals  necessary to own, lease and operate the properties it purports to
own, operate or lease and to carry on its business as it is now being conducted,
except where the failure to have such Approvals  would not,  individually  or in
the aggregate,  have a Material  Adverse  Effect on either  BioMarin or BioMarin
Nova Scotia.

            (c) Each of BioMarin and BioMarin  Nova Scotia is duly  qualified to
do business as a foreign corporation, and is in good standing, under the laws of
all jurisdictions  where the nature of its business requires such  qualification
and where the failure to be so qualified would have a Material Adverse Effect on
BioMarin.

            (d)  BioMarin  Nova Scotia was formed on February 6, 2002 solely for
the purpose of engaging in the transactions  contemplated hereby, has engaged in
no  other  business   activities  and  has  conducted  its  operations  only  as
contemplated hereby.

      3.2  Articles  of  Incorporation  and  Bylaws.   BioMarin  has  previously
furnished to Glyko a complete and correct copy of its Articles of  Incorporation
and Bylaws as amended to date (together, the "BioMarin Charter Documents"). Such
BioMarin  Charter  Documents  are in full force and  effect.  BioMarin is not in
violation of any of the provisions of the BioMarin Charter Documents.

      3.3 Share  Capital.  The  authorized  capital of BioMarin  consists of (i)
1,000,000  shares of  preferred  stock,  par value  $0.001 per  share;  and (ii)
75,000,000 shares of BioMarin Common Stock. At the close of business on February
5, 2002 (i) 7,765,076 shares of BioMarin Common Stock were reserved for issuance
upon the exercise of outstanding options to purchase BioMarin Common Stock under
all  stock  option  or other  incentive  plans;  and (ii)  52,432,167  shares of
BioMarin  Common  Stock were  issued and  outstanding,  all of which are validly
issued,  fully  paid and  nonassessable  and no shares of  preferred  stock were
issued and outstanding.  As of the date of this Agreement,  the number of shares
of BioMarin  Common Stock which have been  reserved  for issuance in  connection
with options,  warrants,  conversion  privileges  or other  rights,  agreements,
arrangements  or  other  commitments  obligating  BioMarin  to issue or sell any
shares of BioMarin Common Stock or securities or obligations convertible into or
exchangeable  for any  shares of  BioMarin  Common  Stock is as set forth in the
BioMarin Disclosure Letter.



                                       17
<PAGE>



      3.4  Subsidiaries.  Each Subsidiary of BioMarin is a corporation,  limited
liability company or unlimited liability company duly incorporated or organized,
and validly  existing under the laws of its  jurisdiction  of  incorporation  or
organization  and has all  necessary  corporate,  limited  liability  company or
unlimited  liability  company,  as the case may be, power and authority:  (a) to
conduct its  business in the manner in which its  business  is  currently  being
conducted;  (b) to own and use its  assets in the manner in which its assets are
currently owned and used; and (c) to perform its obligations under all Contracts
by which it is bound.  Each  Subsidiary  of  BioMarin  is duly  qualified  to do
business  as a foreign  corporation,  unlimited  liability  company  or  limited
liability  company under the laws of all  jurisdictions  where the nature of its
business  requires such  qualification  and where the failure to be so qualified
would have a Material Adverse Effect on BioMarin.

      3.5  Ownership  of  Securities.  Other than as  disclosed  in the BioMarin
Disclosure  Letter,  BioMarin is the  beneficial  owner of all of the issued and
outstanding  shares or other interests of each of its Subsidiaries with good and
marketable  title thereto,  free and clear of all  Encumbrances  (except for any
restrictions on resale under applicable securities laws).

      3.6   No Conflict; Required Filings and Consents

            (a) Neither (1) the execution and delivery of this  Agreement or any
of the other  agreements  referred to in this Agreement by BioMarin and BioMarin
NovaScotia nor (2) the  consummation by BioMarin and BioMarin Nova Scotia of the
Arrangement or any of the transactions contemplated hereby or thereby will (with
or without notice or lapse of time):

                   (i)  contravene,  conflict  with or result  in any  breach or
violation  of  (A)  any  provision  of the  BioMarin  Charter  Documents  or the
certificate  of  incorporation  or bylaws  of  BioMarin  Nova  Scotia or (B) any
resolution adopted by the shareholders,  the Board of Directors or any committee
of the Board of Directors of BioMarin or BioMarin Nova Scotia;

                   (ii)  contravene,  conflict  with or result in a violation of
any applicable Legal  Requirement or any order,  writ,  injunction,  judgment or
decree to which BioMarin or BioMarin Nova Scotia,  or any of the assets owned or
used by BioMarin,  is subject,  except in each case as would not have a Material
Adverse Effect on BioMarin;

                   (iii) contravene, conflict with or result in a violation or
breach of, or result in a default under, any provision of any Contract to which
BioMarin or any of its Subsidiaries is a party or by which BioMarin or any of
its Subsidiaries is otherwise bound, or give any Person the right to (A) declare
a default or exercise any remedy under any such BioMarin Contract, (B)
accelerate the maturity or performance of any such BioMarin Contract, or (C)
cancel, terminate or modify any term of such BioMarin Contract, in each case
which could reasonably be expected to have a Material Adverse Effect on
BioMarin;

                   (iv) result  in  the   imposition   or   creation   of  any
Encumbrance upon or with respect to any asset owned or used by BioMarin; or



                                       18
<PAGE>



                   (v) give rise to any right of termination or  acceleration of
indebtedness,  or cause any third  party  indebtedness  to become due before its
stated maturity or cause any available credit to cease to be available;

            (b) The  execution  and  delivery of this  Agreement by BioMarin and
BioMarin Nova Scotia does not, and the performance of this Agreement by BioMarin
and BioMarin  Nova Scotia  shall not,  require any Consent or any filing with or
notification  to, any  Governmental  Body except:  (i)  applicable  filings with
Nasdaq; (ii) the Appropriate Regulatory Approvals; and (iii) such other filings,
negotiations,  permits,  authorizations,  consents  or  approvals  that  if  not
obtained, made or given, could not, individually or in the aggregate, reasonably
be  expected  to  have  a  Material  Adverse  Effect  on  BioMarin,  or  prevent
consummation of the  transactions or otherwise  prevent BioMarin from performing
its obligations under this Agreement.

      3.7  Authority;  Binding  Nature of Agreement.  BioMarin and BioMarin Nova
Scotia  have the  requisite  corporate  power and  authority  to  perform  their
obligations   hereunder  and,   subject  to  obtaining  the  Required   BioMarin
Stockholder  Vote, to  consummate  the  transactions  contemplated  hereby.  The
execution  and delivery of this  Agreement by each of BioMarin and BioMarin Nova
Scotia and the  consummation of the transactions  contemplated  hereby have been
duly and validly  authorized by all necessary action on the part of BioMarin and
BioMarin  Nova Scotia and their  respective  Boards of Directors  and no further
corporate  proceedings  on the part of either of these  companies is required to
authorize this Agreement or the transactions  contemplated hereby other than the
Required  BioMarin  Stockholder  Vote.  This Agreement has been duly and validly
executed and delivered by BioMarin and BioMarin Nova Scotia,  and,  assuming the
due  authorization,  execution  and delivery by Glyko,  constitutes  a legal and
binding  obligation  of BioMarin and BioMarin Nova Scotia,  enforceable  against
each of them in  accordance  with its  terms,  subject  to (i)  laws of  general
application  relating to bankruptcy,  insolvency and the relief of debtors,  and
(ii) rules of law governing  specific  performance,  injunctive relief and other
equitable remedies.

      3.8   SEC Filings; Financial Statements.


            (a)  BioMarin  has  filed  with  the SEC and has  delivered  or made
available  to Glyko  (including  through  the SEC  EDGAR  system)  accurate  and
complete  copies  (excluding  copies of exhibits not  available  through the SEC
EDGAR System) of all documents,  including each report,  registration  statement
and  definitive  proxy  statement  required to be filed by BioMarin with the SEC
since  January 1, 2000 (the  "BioMarin  SEC  Documents").  As of the time it was
filed with the SEC (or, if amended or  superseded  by a filing prior to the date
of this  Agreement,  then on the date of such filing):  (i) each of the BioMarin
SEC Documents complied in all material respects with the applicable requirements
of the United  States  1933 Act or the United  States  1934 Act (as the case may
be);  and (ii) none of the  BioMarin  SEC  Documents  (including  the  financial
statements  contained therein) contained any untrue statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

            (b) Each set of financial statements  (including,  in each case, any
related  notes  thereto)  contained in BioMarin  SEC  Documents  and  BioMarin's
audited  financial  statements as at and for the periods ended through  December
31, 2000 and BioMarin's  unaudited financial statements



                                       19
<PAGE>



as at and for the period ended through September 30, 2001 (the "BioMarin Interim
Financial  Statements")  comply  as to form in all  material  respects  with the
published rules and regulations of the SEC applicable  thereto and were prepared
in  accordance  with U.S.  GAAP applied on a  consistent  basis  throughout  the
periods  involved   (subject,   in  the  case  of  unaudited  interim  financial
statements, to the absence of note disclosure and year end adjustments) and each
fairly presents the financial  position of BioMarin at the dates thereof and the
results of its operations and cash flows for the periods indicated.

       3.9 No  Undisclosed  Liabilities.  Except as  disclosed  in the  BioMarin
Disclosure Letter,  BioMarin does not have any liabilities  (absolute,  accrued,
contingent or otherwise) of a nature required to be disclosed on a balance sheet
or in the related notes to the financial  statements prepared in accordance with
U.S. GAAP except: (a) liabilities provided for in the BioMarin Interim Financial
Statements;   (b)  normal  and  recurring  current  liabilities  incurred  since
September 30, 2001 in the ordinary  course of business and consistent  with past
practices;  (c) liabilities incurred in connection with the Arrangement;  or (d)
as could  not  reasonably  be  expected  to have a  Material  Adverse  Effect on
BioMarin.

      3.10 Valid  Issuance.  The  BioMarin  Common  Stock to be issued under the
Arrangement  will,  when  issued  in  accordance  with  the  provisions  of this
Agreement in all cases, be validly issued,  fully paid and nonassessable and not
subject  to any  preemptive  rights or  similar  contractual  rights  granted by
BioMarin.

      3.11  Listing.  The  BioMarin  Common  Stock is listed on Nasdaq and the
SWX Swiss Exchange.

      3.12  Legal Proceedings; Orders.


            (a)  There  is  no  pending  Legal  Proceeding,  and  to  BioMarin's
Knowledge no Person has  threatened  to commence any Legal  Proceeding  (i) that
involves  BioMarin  or any of the assets  owned or used by  BioMarin,  except as
disclosed in the BioMarin Disclosure Letter or (ii) that challenges, or that may
have the effect of preventing, delaying, making illegal or otherwise interfering
with, the  Arrangement  or any of the other  transactions  contemplated  by this
Agreement. To BioMarin's Knowledge, no event has occurred, and no claim, dispute
or other condition or circumstance exists, that could reasonably be expected to,
give  rise  to or  serve  as a basis  for the  commencement  of any  such  Legal
Proceeding.

            (b) There is no material order, writ, injunction, judgment or decree
to which BioMarin,  or any of the assets owned or used by BioMarin,  is subject.
To BioMarin's  Knowledge,  no officer of BioMarin is subject to any order, writ,
injunction,  judgment or decree that  prohibits such officer from engaging in or
continuing  any  conduct,  activity  or  practice  relating  to the  business of
BioMarin.

       3.13  Absence of Certain  Changes and Events  Except as  disclosed in the
BioMarin  Disclosure Letter and BioMarin SEC Documents filed during the calendar
year 2001,  since  December 31, 2000 BioMarin has conducted its business only in
the ordinary course and there has



                                       20
<PAGE>



not been any  event,  change  or  effect  that  has had or could  reasonably  be
expected to have a Material Adverse Effect relating to BioMarin.

       3.14  Environmental   Matters.  All  operations  of  BioMarin  are  being
conducted and, to BioMarin's Knowledge, have been conducted in compliance in all
material respects with all  Environmental  Laws. Except as BioMarin has publicly
disclosed in the BioMarin SEC Documents, BioMarin is not subject to:

            (a) any  governmental  or  regulatory  remedial  or control  action,
proceeding,  application,  order or directive  which  relates to  environmental,
health  or  safety  matters  or  any  investigation  or  evaluation   concerning
environmental, health or safety matters; or

            (b) (i) any  demand or notice  with  respect  to the  breach  of, or
liability under, any Environmental Laws and, (ii) to BioMarin's Knowledge, there
are no facts or circumstances that could reasonably be expected to result in any
such action,  proceeding,  application,  order, directive,  demand, or notice to
which it would be subject which in any case would have a Material Adverse Effect
on BioMarin.

      3.15  Compliance; Permits

            (a) Except as could not  reasonably  be  expected to have a Material
Adverse  Effect on BioMarin,  BioMarin is not in conflict with, or in default or
violation of, (i) any Legal Requirement or Governmental Authorization applicable
to  BioMarin  or by which  its  properties  is bound  or  affected,  or (ii) any
Contract,  to which BioMarin is a party,  except for any conflicts,  defaults or
violations that  (individually  or in the aggregate) could not cause BioMarin to
lose any material  benefit or incur any  material  liability.  Since  January 1,
2000,  BioMarin  has not  received  any notice or other  communication  from any
Governmental Body or other Person regarding any actual or possible violation of,
or failure to comply with, any Legal Requirement  except as could not reasonably
be expected to have a Material Adverse Effect on BioMarin.

            (b) Except as  disclosed in the  BioMarin  SEC  Documents,  BioMarin
holds all  Governmental  Authorizations  necessary to enable BioMarin to conduct
its business in the manner in which such business is currently being  conducted,
except where the failure to hold such  Governmental  Authorizations  has not had
and would not  reasonably  be  expected  to have a  Material  Adverse  Effect on
BioMarin.  All such Governmental  Authorizations are valid and in full force and
effect.  BioMarin is, and at all times has been, in substantial  compliance with
the terms and requirements of such Governmental Authorizations, except where the
failure to be in compliance with the terms and requirements of such Governmental
Authorizations  has not had and  would  not  reasonably  be  expected  to have a
Material  Adverse  Effect on BioMarin.  Since January 1, 2000,  BioMarin has not
received any notice or other  communication from any Governmental Body regarding
(i) any actual or  possible  violation  of or failure to comply with any term or
requirement of any material  Governmental  Authorization,  or (ii) any actual or
possible  revocation,  withdrawal,  suspension,  cancellation,   termination  or
modification of any material Governmental Authorization.



                                       21
<PAGE>



      3.16  Taxes.


            (a) BioMarin has timely filed all Returns relating to Taxes required
to be filed by BioMarin with any  Governmental  Body, and such Returns have been
completed in accordance with Legal Requirements.

            (b) BioMarin as of the Effective  Time (i) will have paid within the
time  required  by law,  or accrued  all Taxes it is  required  by law to pay or
accrue and (ii) will have withheld from each payment made to its past or present
employees,   officers,   directors  and  independent   contractors,   creditors,
stockholders  or other  third  parties all Taxes and other  material  deductions
required by law to be withheld and have,  within the time  required by law, paid
such withheld amounts to the proper Governmental Bodies.

            (c) BioMarin has not been  delinquent  in the payment of any Tax nor
is there any Tax deficiency outstanding,  proposed or assessed against BioMarin,
nor has  BioMarin  executed  any  waiver of any  statute  of  limitations  on or
extensions of the period for the  assessment or collection of any Tax. There are
no matters  relating to Taxes under discussion  between any Governmental  Bodies
and BioMarin.

            (d) To BioMarin's  Knowledge,  no audit or other  examination of any
Return of BioMarin is currently in progress,  nor has BioMarin  been notified of
any request for such an audit or other examination,  nor is any taxing authority
asserting or threatening to assert against BioMarin any claim for Taxes.

            (e) BioMarin  does not have any liability for any unpaid Taxes which
has not been  accrued  for or  reserved  on the  BioMarin  balance  sheet  dated
September 30, 2001 in accordance with U.S. GAAP, whether asserted or unasserted,
contingent or otherwise, other than any liability for unpaid Taxes that may have
accrued since September 30, 2001 and that are not yet payable.

            (f) To  BioMarin's  Knowledge,  the  BioMarin  Common  Stock  issued
pursuant to the Arrangement will not constitute a "participating  interest" in a
"foreign  investment entity" (as such terms are defined in the draft legislation
to amend the Income Tax Act (Canada)  released on August 2, 2001) at the time of
issuance. Based on its current business plan, BioMarin expects that the BioMarin
Common Stock  issued  pursuant to the  Arrangement  will not  constitute  in the
future a  "participating  interest"  in a  "foreign  investment  entity"  (as so
defined).

            (g)  Other  than   liabilities   incurred  in  connection  with  the
Arrangement,  BioMarin  Nova Scotia does not have  material  liabilities  of any
kind, including, without limitation, liabilities for Taxes.

            (h) BioMarin Nova Scotia has been and will be at all times, from the
date of its formation  through and including the Effective Date and at all other
relevant times,  treated as a "disregarded  entity" within the meaning of United
States Treasury  Regulation  Section  301.77013(2)(C)  for United States federal
income tax purposes.

      3.17  Contracts.  (a) BioMarin has not violated or breached,  or committed
any default under, any BioMarin  Contract,  except for violations,  breaches and
defaults  that have not had and  would  not



                                       22
<PAGE>



reasonably be expected to have a Material  Adverse  Effect on BioMarin;  and, to
BioMarin's Knowledge, no other Person has violated or breached, or committed any
default  under,  any  BioMarin  Contract,  except for  violations,  breaches  or
defaults  that have not had and  would  not  reasonably  be  expected  to have a
Material Adverse Effect on BioMarin;  and (b) to BioMarin's Knowledge,  no event
has occurred,  and no  circumstance or condition  exists,  that (with or without
notice or lapse of time) will, or could reasonably be expected to, (i) result in
a violation or breach of any of the  provisions of any BioMarin  Contract,  (ii)
give any Person the right to declare a default or exercise  any remedy under any
BioMarin Contract, (iii) give any Person the right to accelerate the maturity or
performance  of any  BioMarin  Contract,  or (iv) give any  Person  the right to
cancel, terminate or modify any BioMarin Contract,  except in each such case for
defaults, acceleration rights, termination rights and other rights that have not
had and would not  reasonably be expected to have a Material  Adverse  Effect on
BioMarin.

      3.18 Vote Required.  The Required  BioMarin  Stockholder  Vote is the only
vote of the holders of any class or series of  BioMarin's  shares  necessary  to
approve the transactions contemplated hereby.

      3.19 Brokers.  Except for UBS Warburg LLC, no broker, finder or investment
banker is entitled to any  brokerage,  finder's  or other fee or  commission  in
connection with the Arrangement or any of the other transactions contemplated by
this  Agreement  based  upon  arrangements  made by or on  behalf  of  BioMarin.
BioMarin has furnished to Glyko  accurate and complete  copies of all agreements
under which any such fees,  commissions  or other  amounts have been paid or may
become  payable  and all  indemnification  and other  agreements  related to the
engagement of UBS Warburg LLC.

      3.20 Intellectual Property. Except as disclosed in the BioMarin Disclosure
Letter or the BioMarin SEC Documents:

            (a) To BioMarin's  Knowledge,  BioMarin owns or possesses sufficient
legal  rights  to all  Intellectual  Property  used in  BioMarin's  business  as
currently conducted and material thereto;

            (b) to BioMarin's Knowledge,  the BioMarin Intellectual Property and
the conduct of the business of BioMarin do not infringe upon,  violate or breach
the Intellectual Property rights of any other Person;

            (c)   to BioMarin's Knowledge,  no Person is infringing any of the
BioMarin Intellectual Property; and

            (d)  BioMarin   has  not  received  any  written   notice  or  claim
challenging  BioMarin  respecting  the  validity  of, use of or ownership of the
BioMarin Intellectual Property, and to BioMarin's Knowledge,  there are no facts
upon which such a challenge could be made which could  reasonably be expected to
have a Material Adverse Effect on BioMarin.

      3.21 Opinion of Financial Advisor.  The Board of Directors of BioMarin has
received the opinion of UBS Warburg LLC,  financial  advisor to BioMarin,  dated
the date of this  Agreement,  to the effect that, as of such date,  the Exchange
Ratio  is fair to  BioMarin  from a  financial  point  of  view



                                       23
<PAGE>



(the "BioMarin Opinion"). BioMarin will furnish an accurate and complete copy of
said opinion to Glyko solely for informational  purposes after receipt therof by
BioMarin.

      3.22 Board Approval. The Board of Directors of BioMarin (at a meeting duly
called and held) has (a) determined (pursuant to a unanimous vote of all members
of the  Board of  Directors  of  BioMarin  entitled  to vote  thereon)  that the
issuance of BioMarin  Common Stock in connection with the Arrangement is fair to
shareholders  of  BioMarin  and  in the  best  interests  of  BioMarin  and  (b)
determined  as of the date  hereof to  recommend  that the  holders of  BioMarin
Common  Stock  vote in  favor  of the  issuance  of  BioMarin  Common  Stock  in
connection with the Arrangement.


                                    ARTICLE 4

                       CONDUCT PRIOR TO THE EFFECTIVE TIME

      4.1 Access  and  Investigation.  During  the period  from the date of this
Agreement through the Effective Time (the "PreClosing Period"), Glyko shall: (a)
provide BioMarin and BioMarin's  Representatives  with reasonable  access during
normal business hours to Glyko's Representatives,  personnel and to all existing
books,  records,  Tax Returns,  work papers and other  documents and information
relating to Glyko; and (b) provide BioMarin and BioMarin's  Representatives with
such copies of the existing books,  records, Tax Returns,  work papers and other
documents and information relating to Glyko, and with such additional financial,
operating  and other data and  information  regarding  Glyko,  as  BioMarin  may
reasonably request at BioMarin's expense.

      4.2   Operation of Glyko's Business.


            (a)  During the  PreClosing  Period:  (i) Glyko  shall  conduct  its
business and operations (A) in the ordinary  course and in accordance  with past
practices  based on Glyko's  operating  history  since June 30,  2000 and (B) in
compliance with all applicable  Legal  Requirements  and the requirements of all
Glyko  Contracts that  constitute  Material  Contracts (ii) Glyko shall preserve
intact its current  business  organization,  keep  available the services of its
current  officers and other  employees  and maintain its  relations and goodwill
with all Persons having business relationships with Glyko; (iii) Glyko shall (to
the extent  requested  by BioMarin)  cause its  officers to report  regularly to
BioMarin  concerning  the  status of  Glyko's  business;  and (iv)  Glyko  shall
maintain  its books of account  and records in the usual,  regular and  ordinary
manner, in accordance with Canadian GAAP applied on a consistent basis.

            (b) During the PreClosing  Period,  Glyko shall not except: (1) with
the prior written consent of BioMarin not to be unreasonably  withheld; (2) with
respect to any matters  disclosed in the Glyko  Disclosure  Letter;  or (3) with
respect  to  any  matter  expressly   contemplated  by  this  Agreement  or  the
Arrangement:

                  (i) declare, accrue, set aside or pay any dividend or make any
other  distribution  in respect of any shares of capital  stock,  or repurchase,
redeem or otherwise reacquire any shares of capital stock or other securities;



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<PAGE>



                  (ii) sell, issue,  grant or authorize the issuance or grant of
(A) any capital stock or other security,  (B) any Option, call, warrant or right
to  acquire  any  capital  stock  or  other  security,  or  (C)  any  instrument
convertible into or exchangeable for any capital stock or other security (except
that Glyko may issue Glyko Common Shares upon the valid  exercise of Glyko Stock
Options outstanding as of the date of this Agreement);

                  (iii) amend or waive any of its rights  under,  or  accelerate
the vesting under,  any provision of the Stock Option Plan, or otherwise  modify
any of the terms of any  outstanding  Option,  warrant or other  security or any
related Contract other than as contemplated in Section 6.11;

                  (iv)  amend or permit the  adoption  of any  amendment  to the
Glyko  Charter   Documents,   or  effect  or  become  a  party  to  any  merger,
consolidation,    amalgamation,    share   exchange,    business    combination,
recapitalization,   reclassification  of  shares,   stock  split,   division  or
subdivision of shares,  reverse stock split,  consolidation of shares or similar
transaction;

                  (v)   form any Subsidiary or acquire any equity  interest or
other interest in any other Entity;

                  (vi)  make capital expenditures above $25,000 in aggregate;

                  (vii)  enter  into or become  bound  by, or permit  any of the
assets owned or used by it to become bound by, any Material  Contract,  or amend
or  terminate,  or waive or exercise any  material  right or remedy  under,  any
Material Contract, other than in the ordinary course of business consistent with
past practices;

                  (viii) acquire, lease or license any right or other asset from
any other Person or sell or otherwise dispose of, or lease or license, any right
or other asset to any other Person, or waive or relinquish any material right;

                  (ix)  lend money to any Person,  or incur or  guarantee  any
indebtedness;

                  (x) establish,  adopt or amend any employee  benefit plan, pay
any bonus,  make any severance  payment or benefit or make any  profitsharing or
similar  payment to, or increase the amount of the wages,  salary,  commissions,
fringe benefits or other  compensation  or  remuneration  payable to, any of its
directors, officers or employees;

                  (xi)  hire any employee;

                  (xii) change  any  of  its   personnel   policies  or  other
business  policies,  or  any  of  its  methods  of  accounting  or  accounting
practices in any respect;

                  (xiii)      make any Tax election;

                  (xiv) commence or settle any Legal Proceeding;



                                       25
<PAGE>



                  (xv) enter  into any  material  transaction  or take any other
material  action outside the ordinary  course of business or  inconsistent  with
past practices based on Glyko's operating history since June 30, 2000; or

                  (xvi) agree or commit to take any of the actions  described in
clauses "(i)" through "(xv)" of this Section 4.2(b).


                                    ARTICLE 5

          GLYKO SHAREHOLDER APPROVAL AND BIOMARIN STOCKHOLDER APPROVAL

      5.1   Joint Proxy Circular; Board Recommendations; Other Filings

            (a)  As  promptly  as  practicable   after  the  execution  of  this
Agreement,  BioMarin  and Glyko will prepare the Joint Proxy  Circular.  Each of
BioMarin  and  Glyko  shall  provide  promptly  to the  other  such  information
concerning  its business and financial  and other affairs as, in the  reasonable
judgment of the requesting party or its counsel,  may be required or appropriate
for inclusion in the Joint Proxy  Circular,  or in any amendments or supplements
thereto,  and to cause its counsel and  auditors to  cooperate  with the other's
counsel and auditors in the preparation of the Joint Proxy Circular.  Glyko will
afford  BioMarin an  opportunity  to review all materials to be submitted to the
Court, and shall make all such changes as are reasonably  requested by BioMarin.
Glyko will respond to any comments of the Court with the assistance of BioMarin,
and will use its  commercially  reasonable  efforts  to have the  Interim  Order
issued as promptly as practicable after such filing.  Each of Glyko and BioMarin
will cause the Joint  Proxy  Circular  to be mailed to its  shareholders  at the
earliest practicable time after the Interim Order has been granted by the Court.
As promptly as practicable  after the date of this Agreement,  each of Glyko and
BioMarin  will  prepare  and file any other  filings  required to be filed by it
pursuant to the requirements of the CBCA, the Interim Order, Canadian Securities
Legislation,  the TSE and any  other  Canadian,  United  States  or  other  laws
relating to the Arrangement and the transactions  contemplated by this Agreement
(the "Other Filings"). Each of Glyko and BioMarin will notify the other promptly
upon the  receipt  of any  comments  from the  Court or its  staff or any  other
government  officials  and of any request by the Court or its staff or any other
government  officials for  amendments or supplements to the Joint Proxy Circular
or any Other Filing or for additional information and will supply the other with
copies of all correspondence  between such party or any of its  Representatives,
on the one hand, and the Court or its staff or any other  government  officials,
on the other hand, with respect to the Joint Proxy Circular,  the Arrangement or
any Other Filing. Each of Glyko and BioMarin will cause all documents that it is
responsible for filing with the Court or other regulatory authorities under this
Section  5.1(a)  to  comply  in  all  material   respects  with  all  applicable
requirements  of law and  the  rules  and  regulations  promulgated  thereunder.
Whenever  any event  occurs which is required to be set forth in an amendment or
supplement to the Joint Proxy  Circular or any Other Filing,  Glyko or BioMarin,
as the case may be,  will  promptly  inform  the  other of such  occurrence  and
cooperate  in  filing  with the  Court  or its  staff  or any  other  government
officials,  and/or mailing to shareholders of Glyko and BioMarin, such amendment
or supplement.



                                       26
<PAGE>



            (b) Each of Glyko and  BioMarin  shall  ensure that the  information
supplied by it in writing for  inclusion  in the Joint Proxy  Circular  does not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated  therein or  necessary  to make the  statements  contained
therein not misleading in light of the circumstances in which they are made.

            (c) Subject to Section 5.2(c), the Joint Proxy Circular will include
(i)  the   recommendation  of  the  Board  of  Directors  of  Glyko  that  Glyko
shareholders  vote in favor of approval of the Continuance and the  Arrangement,
(ii) the Glyko Opinion referred to in Section 2.21, (iii) the  recommendation of
the Board of Directors of BioMarin that BioMarin's stockholders vote in favor of
the  Arrangement  including,  without  limitation,  the issuance of the BioMarin
Common Stock in connection with the  Arrangement  and (iv) the BioMarin  Opinion
referred to in Section 3.21.

            (d) As soon as  practicable  after the execution of this  Agreement,
BioMarin shall prepare,  with the  cooperation of Glyko,  applications  and will
file such  applications  with the  Commissions  and  exercise  its  commercially
reasonable  efforts to cause the  Commissions to grant the Securities  Exemption
Orders.  BioMarin and Glyko shall each use  commercially  reasonable  efforts to
cause such  applications to comply with the requirements of Canadian  Securities
Legislation.  Each of BioMarin and Glyko agrees to provide promptly to the other
such information  concerning its business and financial and other affairs as, in
the reasonable judgment of the requesting party or its counsel,  may be required
or  appropriate  for  inclusion in such  applications,  or in any  amendments or
supplements thereto, and to cause its counsel and auditors to cooperate with the
other's counsel and auditors in the preparation of such application.  Glyko will
promptly advise  BioMarin,  and BioMarin will promptly advise Glyko, in writing,
if at any time prior to the Effective Time either Glyko or BioMarin shall obtain
knowledge of any facts that might make it necessary or  appropriate  to amend or
supplement  the  applications  in  order  to make the  statements  contained  or
incorporated  by reference  therein not misleading or to comply with  applicable
law.

      5.2   Meeting of Glyko Shareholders.


            (a)  Promptly  after the date  hereof,  Glyko  will take all  action
pursuant to the requirements of the CBCA, the Interim Order, Canadian Securities
Legislation  (and all  other  applicable  securities  laws),  the TSE and  Glyko
Charter  Documents  to  convene  the Glyko  Shareholders  Meeting  to be held as
promptly  as  practicable,  and in any  event  Glyko  will use its  commercially
reasonable  efforts to convene  such meeting not later than May 31, 2002 for the
purpose of voting upon the Continuance and the  Arrangement.  Glyko shall ensure
that the Glyko  Shareholders  Meeting is  called,  noticed,  convened,  held and
conducted,  and  that  all  proxies  solicited  in  connection  with  the  Glyko
Shareholders  Meeting are solicited,  in compliance  with all  applicable  Legal
Requirements (including the Interim Order and Glyko Charter Documents).  Glyko's
obligation  to call,  give notice of,  convene  and hold the Glyko  Shareholders
Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise
affected by the  commencement,  disclosure,  announcement  or  submission of any
Superior  Offer  or  other  Acquisition  Proposal.   Subject  to  any  withheld,
withdrawn, amended or modified recommendation of the Glyko Board of Directors in
accordance  with  Section  5.2(c),  Glyko will use its  commercially  reasonable
efforts to solicit from its shareholders proxies in favor of the approval of the
Arrangement.   Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  Glyko may adjourn or postpone the Glyko Shareholders  Meeting to the
extent  necessary to ensure that any  necessary  supplement  or amendment to the
Joint



                                       27
<PAGE>



Proxy Circular is provided to Glyko's  shareholders  in advance of a vote on the
Continuance  or the  Arrangement  or,  if as of the time  for  which  the  Glyko
Shareholders  Meeting is  originally  scheduled (as set forth in the Joint Proxy
Circular)  there are  insufficient  Glyko Common Shares  represented  (either in
Person or by proxy) to constitute a quorum  necessary to conduct the business of
the Glyko Shareholders Meeting.

            (b) Subject to Section  5.2(c),  neither the Board of  Directors  of
Glyko nor any committee thereof shall withhold,  withdraw,  amend or modify in a
manner  adverse to  BioMarin,  the  recommendation  of the Board of Directors of
Glyko  that  Glyko's  shareholders  vote in favor of and adopt and  approve  the
Arrangement and the Continuance.

            (c) Nothing in this  Agreement  shall prevent the Board of Directors
of Glyko from:  (i) complying  with Section 99 of the  Securities  Act (Ontario)
with  regard  to any  Acquisition  Transaction  or making  any other  disclosure
required  by  applicable  law  so  long  as  any  such  disclosure  rejects  any
Acquisition  Transaction and reaffirms its  recommendation  of the  transactions
contemplated by this Agreement, or taking any other action to the extent ordered
or  otherwise  mandated  by  any  court  of  competent  jurisdiction;   or  (ii)
withholding,  withdrawing,  amending or modifying its recommendation in favor of
the  Arrangement if: (A) a Superior Offer is made to Glyko and is not withdrawn;
(B) neither Glyko nor any of its Representatives  shall have violated any of the
restrictions  set forth in Section 6.2 (a);  (C) the Board of Directors of Glyko
concludes in good faith, after  consultation with its outside counsel,  that, in
light  of  such  Superior  Offer,  the  withholding,  withdrawal,  amendment  or
modification  of such  recommendation  is  required  in order  for the  Board of
Directors of Glyko to comply with its  fiduciary  obligations  under  applicable
law; and (D) Glyko's Board of Directors  does not withdraw,  amend or modify its
recommendation  in favor of the  Arrangement  for at least 72 hours  after Glyko
provides  BioMarin with the name of the Person making such Superior  Offer and a
copy of such  Superior  Offer.  Nothing  contained in this Section  5.2(c) shall
limit  Glyko's  obligation to call,  give notice of,  convene and hold the Glyko
Shareholders  Meeting  (regardless of whether the recommendation of the Board of
Directors of Glyko shall have been withdrawn, amended or modified).

            (d) During the 72-hour period referred to in Section  5.2(c)(ii)(D),
Glyko  acknowledges  that  BioMarin  shall  have  the  opportunity,  but not the
obligation,  to offer to amend the terms of this Agreement and the  Arrangement.
The Glyko  Board of  Directors  will  review any offer by  BioMarin to amend the
terms of this  Agreement in good faith in order to determine,  in its discretion
in the exercise of its fiduciary obligations,  whether BioMarin's offer to amend
the  terms of this  Agreement  upon  acceptance  by Glyko  would  result  in the
Superior  Offer  continuing  to be a  Superior  Offer.  If the  Glyko  Board  of
Directors  determines  that the Superior  Offer is no longer a Superior Offer in
light of BioMarin's amended offer, the parties hereto will enter into an amended
agreement reflecting BioMarin's amended offer.

       5.3 Meeting of BioMarin  Stockholders.  Promptly  after the date  hereof,
BioMarin  will take all action  pursuant  to the  requirements  of the  Delaware
General  Corporation Law, the United States 1933 Act, the United States 1934 Act
(and all other  applicable  securities  laws),  Nasdaq,  SWX Swiss  Exchange and
BioMarin Charter  Documents to convene the BioMarin  Stockholders  Meeting to be
held  as  promptly  as  practicable,  and in any  event  BioMarin  will  use its
commercially  reasonable  efforts to convene such meeting not later than May 31,
2002 for the purpose of



                                       28
<PAGE>



considering the approval of the Arrangement including,  without limitation,  the
issuance of the BioMarin Common Stock in connection with the Arrangement.


                                    ARTICLE 6

                              ADDITIONAL AGREEMENTS

      6.1   Confidentiality; Access to Information.


            (a) The parties  acknowledge that Glyko and BioMarin have previously
executed a Mutual Confidentiality  Agreement,  dated as of January 10, 2002 (the
"Confidentiality  Agreement"),   which  Confidentiality  Agreement  (other  than
Sections 10, 11 and 12 thereof which shall  terminate and be of no further force
or effect) will continue in full force and effect in accordance  with its terms.
In the event of an  inconsistency  in the terms and conditions of this Agreement
and the terms and  conditions of the  Confidentiality  Agreement,  the terms and
conditions of this Agreement shall prevail.

            (b) Each of  Glyko  and  BioMarin  will  afford  the  other  and its
respective auditors,  counsel and other Representatives reasonable access during
normal business hours, upon reasonable notice, to the properties, books, records
and  personnel  of Glyko and BioMarin  during the period prior to the  Effective
Time to obtain all information  concerning the business of Glyko or BioMarin, as
may be reasonably requested.  Notwithstanding the foregoing,  BioMarin shall not
be  obligated  to provide  Glyko and its  Representatives  with any  information
relating  to  product  development  efforts,  clinical  results  and  scientific
information.  No information  or knowledge  obtained by BioMarin or Glyko in any
investigation  pursuant  to this  Section 6.1 will affect or be deemed to modify
any  representation  or  warranty  contained  herein  or the  conditions  to the
obligations of the parties to consummate the Arrangement.

      6.2   No Solicitation.


            (a) Glyko shall not directly or indirectly,  and shall not authorize
or permit any  Representative  of Glyko  directly or indirectly to: (i) solicit,
initiate,  knowingly encourage or induce the making,  submission or announcement
of any Acquisition Proposal; (ii) furnish any confidential information regarding
Glyko  to any  Person  in  connection  with  or in  response  to an  Acquisition
Proposal;  (iii)  engage in  discussions  or  negotiations  with any Person with
respect to any  Acquisition  Proposal;  (iv)  approve,  endorse or recommend any
Acquisition Proposal; or (v) enter into any letter of intent or similar document
or  any  Contract   contemplating  or  otherwise  relating  to  any  Acquisition
Transaction;  provided,  however, that prior to the adoption and approval of the
Arrangement   by  the   Required   Glyko   Shareholder   Vote,   Glyko  and  its
Representatives  shall not be prohibited by (and shall not be considered to have
violated)  this  Section  6.2(a)  from  (A)  furnishing  nonpublic   information
regarding  Glyko to any Person in response to an  Acquisition  Proposal  that is
submitted by such Person (and not withdrawn),  or (B) entering into  discussions
with any Person in response to an Acquisition Proposal that is submitted by such
Person (and not withdrawn), if (1) in the case of clause (A) above, the Board of
Directors of Glyko has first made a good faith determination that the furnishing
of such nonpublic information to such Person is reasonably likely to lead to the



                                       29
<PAGE>



submission  of a Superior  Offer from such  Person,  (2)  neither  Glyko nor any
Representative of Glyko shall have violated any of the restrictions set forth in
this  Section  6.2(a),  (3) the Board of  Directors  of Glyko  concludes in good
faith,  based upon the advice of its outside legal counsel,  that the failure to
take such action is inconsistent with its fiduciary obligations under applicable
law, (4) prior to furnishing any such nonpublic information to, or entering into
discussions  with,  such  Person,  Glyko gives  BioMarin  written  notice of the
identity  of  such  Person  and  of  Glyko's   intention  to  furnish  nonpublic
information to, or enter into discussions with, such Person,  and Glyko receives
from such  Person an executed  confidentiality  agreement  containing  customary
limitations  on the  use  and  disclosure  of all  nonpublic  written  and  oral
information  furnished  to such  Person by or on  behalf of Glyko and  following
which,  Glyko keeps  BioMarin  fully  informed with respect to the status of any
such Acquisition Proposal and any modification or proposed modification thereto,
and (5) prior to furnishing any such nonpublic information to such Person, Glyko
furnishes such  nonpublic  information to BioMarin (to the extent such nonpublic
information has not been previously furnished by Glyko to BioMarin).

            (b) Glyko shall  immediately  cease and cause to be  terminated  any
existing  discussions  between (i) Glyko and any of its Representatives and (ii)
any other Person that relate to any Acquisition Proposal.

      6.3 Public  Disclosure.  BioMarin  and Glyko will consult with each other,
and to the  extent  practicable,  agree,  before  issuing  any press  release or
otherwise  making any public  statement with respect to the  Arrangement or this
Agreement and will not issue any such press release  announcing  this  Agreement
and the transactions contemplated hereby or make any such public statement prior
to such consultation,  except as may be required by law or any listing agreement
with a national securities exchange.

      6.4 Reasonable  Efforts.  Upon the terms and subject to the conditions set
forth in this  Agreement,  each of the  parties  agrees to use all  commercially
reasonable  efforts to take,  or cause to be taken,  all actions,  and to do, or
cause to be done,  and to assist and cooperate  with the other parties in doing,
all things necessary,  proper or advisable to consummate and make effective,  in
the  most  expeditious  manner  practicable,   the  Arrangement  and  the  other
transactions  contemplated  by  this  Agreement,  including  using  commercially
reasonable efforts to accomplish the following: (a) the taking of all reasonable
acts  necessary to cause the  conditions  precedent set forth in Article 7 to be
satisfied;  (b) the obtaining of the  Appropriate  Regulatory  Approvals and all
other necessary actions, waivers, consents, approvals, orders and authorizations
from  Governmental  Bodies  and  the  making  of  all  necessary  registrations,
declarations and filings (including registrations, declarations and filings with
Governmental  Bodies,  if any) and the taking of all reasonable  steps as may be
necessary to avoid any suit, claim,  action,  investigation or proceeding by any
Governmental Body; (c) the obtaining of all consents,  approvals or waivers from
third  parties  required as a result of the  transactions  contemplated  in this
Agreement;  (d) the defending of any suits, claims,  actions,  investigations or
proceedings,  whether judicial or administrative,  challenging this Agreement or
the consummation of the transactions  contemplated hereby,  including seeking to
have any stay or  temporary  restraining  order  entered  by any  court or other
Governmental  Body  vacated or  reversed;  (e) the  execution or delivery of any
additional  instruments  reasonably  necessary to  consummate  the  transactions
contemplated by, and to fully carry out the purposes of, this Agreement; and (f)
the



                                       30
<PAGE>



preparation of the Joint Proxy Circular and the calling and holding of the Glyko
Shareholders Meeting and the BioMarin Stockholders Meeting.

       6.5  Notification.


            (a) Glyko  shall give  prompt  notice to BioMarin in writing of: (i)
the discovery of any event,  condition,  fact or  circumstance  that occurred or
existed on or prior to the date of this Agreement and that caused or constitutes
a material  inaccuracy in any  representation  or warranty made by Glyko in this
Agreement;  (ii) any event, condition,  fact or circumstance that occurs, arises
or exists after the date of this  Agreement and that would cause or constitute a
material  inaccuracy  in any  representation  or warranty  made by Glyko in this
Agreement if (A) such representation or warranty had been made as of the time of
the  occurrence,  existence  or  discovery  of such  event,  condition,  fact or
circumstance,  or (B) such event, condition,  fact or circumstance had occurred,
arisen or  existed on or prior to the date of this  Agreement;  (iii) any event,
condition,  fact or circumstance  that would, or would be likely to, result in a
material  breach of any covenant or  obligation  of Glyko or that would make the
timely  satisfaction  of any of the conditions set forth in Article 7 impossible
or unlikely or that has had or could  reasonably  be expected to have a Material
Adverse Effect on Glyko;  or (iv) any failure of Glyko to comply with or satisfy
in any material respect any covenant, condition or agreement to be complied with
or satisfied by it under this Agreement,  in each case, such that the conditions
set forth in Section  7.3(a) or 7.3(b) would not be satisfied.  No  notification
given to  BioMarin  pursuant to this  Section  6.5(a)  shall limit or  otherwise
affect any of the representations, warranties, covenants or obligations of Glyko
contained  in this  Agreement  or any right or remedy of BioMarin  with  respect
thereto.

            (b)  BioMarin  shall give prompt  notice to Glyko in writing of: (i)
the discovery of any event,  condition,  fact or  circumstance  that occurred or
existed on or prior to the date of this Agreement and that caused or constitutes
a material  inaccuracy  in any  representation  or warranty  made by BioMarin or
BioMarin  Nova  Scotia in this  Agreement;  (ii) any event,  condition,  fact or
circumstance that occurs,  arises or exists after the date of this Agreement and
that would cause or constitute a material  inaccuracy in any  representation  or
warranty made by BioMarin or BioMarin Nova Scotia in this  Agreement if (A) such
representation  or  warranty  had been  made as of the  time of the  occurrence,
existence or discovery of such event,  condition,  fact or circumstance,  or (B)
such event, condition,  fact or circumstance had occurred,  arisen or existed on
or prior to the date of this  Agreement;  (iii) any  event,  condition,  fact or
circumstance  that would,  or would be likely to, result in a material breach of
any  covenant or  obligation  of BioMarin or BioMarin  Nova Scotia or that would
make the timely  satisfaction  of any of the  conditions  set forth in Article 7
impossible or unlikely or that has had or could reasonably be expected to have a
Material Adverse Effect on BioMarin; or (iv) any failure of BioMarin or BioMarin
Nova Scotia to comply  with or satisfy in any  material  respect  any  covenant,
condition  or  agreement  to be  complied  with or  satisfied  by it under  this
Agreement, in each case, such that the conditions set forth in Section 7.2(a) or
7.2(b) would not be satisfied.  No notification  given to Glyko pursuant to this
Section  6.5(b)  shall  limit or  otherwise  affect any of the  representations,
warranties,  covenants  or  obligations  of BioMarin  and  BioMarin  Nova Scotia
contained  in this  Agreement  or any  right or  remedy  of Glyko  with  respect
thereto.

      6.6  Third  Party  Consents.  As soon as  practicable  following  the date
hereof,  BioMarin and Glyko will each use its commercially reasonable efforts to
obtain  any  consents,  waivers  and



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<PAGE>



approvals  under  its or any of its or its  Subsidiaries'  respective  Contracts
required to be obtained in connection with the  consummation of the transactions
contemplated hereby.

      6.7  Nasdaq  and  SWX  Swiss  Exchange  Listing.  BioMarin  agrees  to use
commercially reasonable efforts to cause the listing on Nasdaq and the SWX Swiss
Exchange of the shares of BioMarin  Common Stock issuable in connection with the
Arrangement  with effect as and from the Effective  Date, in the case of Nasdaq,
and as soon as practicable thereafter, in the case of the SWX Swiss Exchange.

      6.8 Glyko Affiliate  Agreement.  Set forth in Glyko Disclosure Letter is a
list of those  Persons who may be deemed to be, in Glyko's  reasonable  judgment
(which shall be concurred  with by  BioMarin),  affiliates  of Glyko (other than
BioMarin)  within the meaning of Rule 145  promulgated  under the United  States
1933 Act (each,  a "Glyko  Affiliate").  Glyko will provide  BioMarin  with such
information  and  documents  as BioMarin  reasonably  requests  for  purposes of
reviewing such list.  Each Glyko  Affiliate  Agreement will be in full force and
effect as of the Effective Time.  BioMarin will be entitled to place appropriate
legends on the certificates  evidencing any BioMarin Common Stock to be received
by any Glyko  Affiliate  pursuant to the terms of this  Agreement,  and to issue
appropriate  stop transfer  instructions  to the transfer agent for the BioMarin
Common Stock, consistent with the terms of any Glyko Affiliate Agreement.

      6.9  Listing  of  Glyko  Common  Shares.   Glyko  shall  use  commercially
reasonable  efforts to ensure that the Glyko Common  Shares remain listed on the
TSE up until and including the Effective Time.

      6.10  Indemnification of Directors and Officers.


            (a) From and after the Effective Date,  BioMarin will cause Glyko to
fulfill and honor in all respects the  obligations of Glyko (or any  predecessor
corporation) pursuant to (i) each indemnification  agreement currently in effect
between  Glyko and each  person who is or was a director or officer of Glyko (or
any  predecessor  corporation)  prior to the  Effective  Date (the  "Indemnified
Parties")  and  (ii) any  indemnification  provision  under  the  Glyko  Charter
Documents as in effect on the date hereof.  The  Articles of  Incorporation  and
Bylaws  of Glyko  will  contain  provisions  with  respect  to  exculpation  and
indemnification  that are at least as  favorable to the  Indemnified  Parties as
those  contained  in Glyko  Charter  Documents  as in effect on the date hereof,
which  provisions  will not be amended,  repealed or  otherwise  modified  for a
period  of six (6)  years  from the  Effective  Date in any  manner  that  would
adversely  affect  the  rights   thereunder  of  any  Indemnified  Party  or  of
individuals  who,  immediately  prior to the Effective  Date,  were employees or
agents of Glyko, unless such modification is required by law.

            (b) For a period of six (6) years after the Effective Date, BioMarin
will  maintain or cause Glyko to  maintain in effect,  to the extent  available,
directors'  and officers'  liability  insurance  covering  those persons who are
currently covered by Glyko's directors' and officers' liability insurance policy
on terms equivalent in all material  respects to those applicable to the current
directors  and  officers  of Glyko;  provided,  however,  that in no event  will
BioMarin or Glyko be required to expend an annual  premium for such  coverage in
excess of 150  percent of the amount of the last  annual  premium  paid by Glyko
prior to the date of this  Agreement for such  coverage and



                                       32
<PAGE>



provided,  further,  that if the  annual  premium  payable  for  such  insurance
coverage  exceeds  such amount,  BioMarin  shall be obligated to obtain a policy
with the greatest  coverage  available for an annual  premium not exceeding such
amount.  The  obligations  of  BioMarin  under  this  Section  6.10 shall not be
terminated or modified in such a manner as to adversely  affect any  Indemnified
Party without the consent of such  Indemnified  Party (it being expressly agreed
that the Indemnified  Parties shall be third party beneficiaries of this Section
6.10).

      6.11  Stock Options.


            (a)  Pursuant to the Plan of  Arrangement,  each Glyko Stock  Option
outstanding  immediately before the Implementation Time shall be exchanged for a
stock option (a  "Replacement  Option") of BioMarin  granted in accordance  with
BioMarin's 1997 Stock Plan, as amended on December 22, 1998 (a copy of which has
been  made  available  for  Glyko's  review).  In  accordance  with  the Plan of
Arrangement:  (i) the number of shares of BioMarin  Common Stock subject to each
Replacement  Option shall be equal to the number of Glyko Common Shares  subject
to the corresponding  Glyko Stock Option immediately prior to the Implementation
Time multiplied by the Exchange Ratio, rounding down to the nearest whole share;
(ii) the per  share  exercise  price  under  each  Replacement  Option  shall be
adjusted by dividing the U.S. Dollar  Equivalent  (calculated on the date of the
Implementation  Time) of the per share  exercise  price under the  corresponding
Glyko Stock  Option by the Exchange  Ratio and rounding up to the nearest  cent;
and (iii) any  restriction  on the exercise of any such Glyko Stock Option shall
continue  in full  force and effect and the term and  vesting  schedule  of such
Glyko Stock Option shall otherwise remain unchanged,  except for such changes as
are triggered by the Plan of Arrangement.

            (b) Glyko  shall take all action  that may be  necessary  (under the
Stock Option Plan and  otherwise) to effectuate  the  provisions of this Section
6.11 and to ensure that,  from and after the  Effective  Time,  holders of Glyko
Stock Options have no rights with respect thereto other than those  specifically
provided in this Section 6.11.

            (c)  The  BioMarin  Common  Stock  issuable  upon  exercise  of  the
Replacement  Options will be registered on a  registration  statement on Form S8
under the United States 1933 Act on the Effective Date.

      6.12  Treatment as a  Reorganization  for U.S. Tax  Purposes.  Bio Marin
represents, warrants and covenants:

      (a)  BioMarin  has not taken (and does not  intend to take),  and does not
intend to cause Glyko to take, any action that reasonably  would be expected (i)
to cause the  Arrangement  to fail to qualify as a  "reorganization"  within the
meaning of Section  368(a) of the United  States  Code or (ii) to cause Glyko to
not be considered a corporation for United States federal income tax purposes.

      (b)  Each  of  BioMarin  and  Glyko  shall  report  the   Arrangement   as
"reorganization"  within the  meaning of 368(a) of the  United  States  Code for
United  States  federal  income  tax  purposes  and comply  with any  applicable
reporting requirements.



                                       33
<PAGE>



      (c) Upon  request of any former  holder of Glyko Common  Shares,  BioMarin
shall  provide  (or cause Glyko to  provide)  such  holder with any  information
necessary for such holder to comply with any United  States Tax filings  related
to such holder's ownership or disposition of Glyko Common Shares.

      (d)  After the  Effective  Time,  BioMarin  shall  cause  Glyko to pay any
amounts owed in respect of Dissenting  Shares out of Glyko's own funds. No funds
will be supplied for that purpose (directly or indirectly) by BioMarin, nor will
BioMarin (directly or indirectly) reimburse Glyko for any payments in respect of
such Dissenting Shares.

      (e) The  Arrangement  is not part of the same plan pursuant to which Glyko
transferred  its assets to BioMarin on October 7, 1998 in exchange  for BioMarin
Common Stock and cash.

      (f) Other than payments in respect to  Dissenting  Shares and cash paid in
lieu of fractional  shares,  BioMarin will acquire Glyko Common Shares solely in
exchange for BioMarin voting stock.  For purposes of this Section  6.12(f),  (i)
Glyko Common Shares  redeemed for cash or other  property  furnished by BioMarin
will be considered as acquired by BioMarin; (ii) any payments made to holders of
Glyko Common  Shares in respect of  Dissenting  Shares shall be made solely from
Glyko's own funds; and (iii) the payment of cash in lieu of fractional shares is
solely for the purpose of avoiding the expense and  inconvenience to BioMarin of
issuing  fractional  shares  and does not  represent  separately  bargained  for
consideration.  Further,  for United  States  federal  income tax  purposes,  no
liabilities  of Glyko or the holders of Glyko  Common  Shares will be assumed by
BioMarin.


                                    ARTICLE 7

                          CONDITIONS TO THE ARRANGEMENT

      7.1 Conditions to Obligations of Each Party to Effect the Arrangement. The
respective obligations of each party to this Agreement to effect the Arrangement
shall be  subject to the  satisfaction  at or prior to the  Closing  Date of the
following conditions:

            (a) Glyko Shareholder Approval.  The Continuance and the Arrangement
shall have been duly approved by the Required  Glyko  Shareholder  Vote,  and in
accordance  with any additional  conditions  which may be imposed by the Interim
Order and which are satisfactory to Glyko.

            (b)  BioMarin  Stockholder  Approval.   The  Arrangement  including,
without limitation, the issuance of the BioMarin Common Stock in connection with
the  Arrangement,  shall  have  been  duly  approved  by the  Required  BioMarin
Stockholder Vote.

            (c) Court  Orders.  The Interim Order and the Final Order shall each
have been obtained in form and on terms  satisfactory to BioMarin and Glyko, and
shall not have  been set  aside or  modified  in a manner  unacceptable  to such
parties on appeal or  otherwise;  and upon receipt of the Interim  Order and the
Final Order,  no shares of BioMarin  Common Stock to be issued at the



                                       34
<PAGE>



Effective Time will require registration  pursuant to the United States 1933 Act
and such shares will be exempt from registration pursuant to Section 3(a)(10) of
the United States 1933 Act.

            (d) No Order;  HSR Act.  No  Governmental  Body shall have  enacted,
issued,  promulgated,   enforced  or  entered  any  statute,  rule,  regulation,
executive  order,   decree,   injunction  or  other  order  (whether  temporary,
preliminary  or  permanent)  which is in  effect  and  which  has the  effect of
restraining or prohibiting consummation of the transactions contemplated by this
Agreement.  All waiting  periods,  if any, under the HSR Act and the Competition
Act (Canada) relating to the transactions  contemplated hereby will have expired
or terminated  early or all  antitrust  approvals  under  Canadian or other laws
required  to be  obtained  prior  to the  Arrangement  in  connection  with  the
transactions contemplated hereby shall have been obtained.

            (e)   Nasdaq  Listing.  The  BioMarin  Common  Stock  issuable  in
connection  with the  Arrangement  shall have been  authorized  for listing on
Nasdaq.

            (f)   Securities   Exemption  Orders.  The  Securities   Exemption
Orders shall have been obtained and be in form and substance  satisfactory  to
BioMarin and Glyko, acting reasonably.

            (g) No  Governmental  Litigation.  There  shall  not be  pending  or
threatened any Legal Proceeding in which a Governmental Body is or is threatened
to become a party or is otherwise involved, and neither BioMarin nor Glyko shall
have  received  any  communication  from any  Governmental  Body in  which  such
Governmental  Body indicates the possibility of commencing any Legal  Proceeding
or taking any other action:  (i)  challenging or seeking to restrain or prohibit
the   consummation  of  the  Arrangement  or  any  of  the  other   transactions
contemplated by this Agreement;  (ii) relating to the Arrangement and seeking to
obtain from BioMarin or any of its Subsidiaries,  or Glyko, any damages or other
relief that may be material to BioMarin;  (iii)  seeking to prohibit or limit in
any material respect  BioMarin's ability to vote, receive dividends with respect
to or otherwise exercise ownership rights with respect to the stock of Glyko; or
(iv) which would  materially  and  adversely  affect the right of BioMarin or of
Glyko to own the assets or operate the business of Glyko.

            (h) Approvals.  All Appropriate  Regulatory Approvals required under
this Agreement shall have been obtained (all of which shall be in full force and
effect),  except where the failure to obtain any Appropriate Regulatory Approval
would not prevent  consummation of the  Arrangement or otherwise  prevent any of
the parties  hereto from  performing  their  respective  obligations  under this
Agreement, or could not reasonably be expected to have a Material Adverse Effect
on BioMarin or Glyko.

      7.2 Additional Conditions to Obligations of Glyko. The obligation of Glyko
to consummate and effect the Arrangement shall be subject to the satisfaction at
or prior to the Closing Date of each of the following  conditions,  any of which
may be waived in writing, exclusively by Glyko:

            (a) Representations and Warranties. Each representation and warranty
of BioMarin and BioMarin Nova Scotia  contained in this Agreement (i) shall have
been true and correct in all material  respects as of the date of this Agreement
and (ii) shall be true and  correct in all  material  respects  on and as of the
Closing  Date with the same  force and  effect  as if made on the



                                       35
<PAGE>



Closing Date except for (A) changes contemplated by this Agreement and (B) those
representations  and  warranties  which address  matters only as of a particular
date (which  representations  shall have been true and  correct  (subject to the
qualifications  as set forth in the preceding  clause (A)) as of such particular
date (it being understood that, for purposes of determining the accuracy of such
representations  and warranties,  any  representations and warranties subject to
"materiality" or "Material Adverse Effect"  qualifiers shall be true and correct
in all  respects,  and any  minor  update  of or  modification  to the  BioMarin
Disclosure  Letter  made or  purported  to have been made after the date of this
Agreement shall be disregarded).

            (b) Agreements and Covenants. BioMarin and BioMarin Nova Scotia each
shall have  performed or complied in all material  respects with all  agreements
and covenants  required by this Agreement to be performed or complied with by it
on or prior to the Closing Date.

            (c)   No Material  Adverse  Change.  There shall have  occurred no
Material  Adverse  Change  with  respect  to  BioMarin  since the date of this
Agreement.

            (d) Certificate. Glyko shall have received a certificate executed on
behalf of BioMarin by its Chief Executive Officer confirming that the conditions
set forth in Sections 7.2(a), (b) and (c) have been duly satisfied.

            (e) Legal  Opinions.  Glyko  shall have  received  (i) an opinion of
United States counsel to BioMarin, in form and substance reasonably satisfactory
to Glyko,  with respect to the matters set forth in Exhibit D to this  Agreement
and (ii) an  opinion of  Canadian  counsel to  BioMarin,  in form and  substance
satisfactory  to Glyko,  with  respect to the  matters set forth in Exhibit E to
this Agreement.

      7.3 Additional Conditions to the Obligations of BioMarin.  The obligations
of BioMarin to  consummate  and effect the  Arrangement  shall be subject to the
satisfaction  at or  prior  to  the  Closing  Date  of  each  of  the  following
conditions, any of which may be waived in writing, exclusively by BioMarin:

            (a) Representations and Warranties. Each representation and warranty
of Glyko contained in this Agreement (i) shall have been true and correct in all
material  respects as of the date of this  Agreement  and (ii) shall be true and
correct in all  material  respects on and as of the  Closing  Date with the same
force and effect as if made on and as of the Closing Date except (A) for changes
contemplated by this Agreement and (B) for those  representations and warranties
which address matters only as of a particular date (which  representations shall
have been true and correct  (subject to the  qualifications  as set forth in the
preceding clause (A)) as of such particular date) (it being understood that, for
purposes of determining the accuracy of such representations and warranties, any
representations  and warranties  subject to "materiality"  or "Material  Adverse
Effect"  qualifiers  shall be true and correct in all material  respects and any
minor update of or modification to the Glyko Disclosure Letter made or purported
to have been made after the date of this Agreement shall be disregarded).



                                       36
<PAGE>



            (b) Agreements and Covenants. Glyko shall have performed or complied
in all material  respects with all  agreements  and  covenants  required by this
Agreement  to be  performed  or  complied  with by it at or prior to the Closing
Date.

            (c)  Dissenters.  Holders  of no more  than one (1)  percent  in the
aggregate of the issued and outstanding Glyko Common Shares shall have exercised
(and  not  withdrawn  such  exercise)  Dissenters'  Rights  in  respect  of  the
Arrangement or the Continuance.

            (d)   No Material  Adverse  Change.  There shall have  occurred no
Material  Adverse  Change  with  respect  to  Glyko  since  the  date  of this
Agreement.

            (e)   Certificates   and   Resignations.   BioMarin   shall   have
received:

                  (i) a certificate  executed on behalf of Glyko by its Chairman
confirming  that the conditions set forth in Sections  7.3(a),  (b), (c) and (d)
have been duly satisfied; and

                  (ii)  the  written   resignations   of  all   directors  and
officers of Glyko, effective as of the Effective Time.

            (f) Legal  Opinion.  BioMarin  shall have received (i) an opinion of
United States counsel to Glyko, in form and substance reasonably satisfactory to
BioMarin,  with respect to the matters set forth in Exhibit F hereto and (ii) an
opinion  of  Canadian  counsel  to  Glyko,  in  form  and  substance  reasonably
satisfactory to BioMarin,  with respect to the matters set forth in Exhibit G to
this Agreement.


                                    ARTICLE 8

                        TERMINATION, AMENDMENT AND WAIVER

      8.1 Termination. This Agreement may be terminated at any time prior to the
Effective  Time,   whether  before  or  after  the  requisite  approval  of  the
shareholders of Glyko or stockholders of BioMarin:

            (a)   by mutual written  consent duly  authorized by the Boards of
Directors of BioMarin and Glyko;

            (b) by either  Glyko or BioMarin if the  Arrangement  shall not have
been consummated by June 15, 2002 for any reason;  provided,  however,  that the
right to  terminate  this  Agreement  under  this  Section  8.1(b)  shall not be
available to any party whose action or failure to act has been a principal cause
of or resulted in the failure of the Arrangement to occur on or before such date
and such action or failure to act constitutes a breach of this Agreement;

            (c) by either  Glyko or BioMarin if a  Governmental  Body shall have
issued an order,  decree or ruling or taken any other action, in any case having
the effect of permanently  restraining,  enjoining or otherwise  prohibiting the
Arrangement,   which  order,  decree,  ruling  or  other  action  is  final  and
nonappealable;



                                       37
<PAGE>



            (d) by  either  BioMarin  or  Glyko  if (i) the  Glyko  Shareholders
Meeting  (including any adjournments or  postponements  thereof) shall have been
held and completed and Glyko's  shareholders  shall have taken a final vote on a
proposal to approve the  Continuance  and the  Arrangement,  and (ii) either the
Continuance or the  Arrangement  shall not have been approved at such meeting by
the Required  Glyko  Shareholder  Vote (and shall not have been  approved at any
adjournment or postponement thereof);

            (e) by either  BioMarin  or Glyko if (i) the  BioMarin  Stockholders
Meeting  (including any adjournments or  postponements  thereof) shall have been
held and completed and stockholders of BioMarin shall have taken a final vote on
a  proposal  to approve  the  Arrangement  including,  without  limitation,  the
issuance of BioMarin Common Stock in connection with the  Arrangement,  and (ii)
such Arrangement including,  without limitation, the issuance of BioMarin Common
Stock,  shall not have been  approved at such meeting by the  Required  BioMarin
Stockholder  Vote (and  shall  not have  been  approved  at any  adjournment  or
postponement thereof);

            (f)  by  Glyko,  upon  a  material  breach  of  any  representation,
warranty,  covenant or agreement on the part of BioMarin or BioMarin Nova Scotia
set forth in this Agreement,  or if any material  representation  or warranty of
BioMarin or BioMarin Nova Scotia shall have become  untrue,  in either case such
that the  conditions  set forth in Section 7.2(a) or Section 7.2(b) would not be
satisfied  as of the  time  of  such  breach  or as of the  time  such  material
representation  or warranty  shall have become  untrue,  provided,  that if such
inaccuracy in BioMarin's representations and warranties or breach by BioMarin is
curable by BioMarin through the exercise of its commercially reasonable efforts,
then Glyko may not terminate this Agreement under this Section 8.1(f) for thirty
(30) days after  delivery  of written  notice  from  Glyko to  BioMarin  of such
breach,  provided BioMarin continues to exercise commercially reasonable efforts
to cure such  breach  (it being  understood  that Glyko may not  terminate  this
Agreement  pursuant to this Section 8.1(f) if it shall have materially  breached
this Agreement or if such breach by BioMarin is cured during such thirty (30)day
period);

            (g) by  BioMarin,  upon a  material  breach  of any  representation,
warranty,  covenant  or  agreement  on the  part  of  Glyko  set  forth  in this
Agreement,  or if any  material  representation  or warranty of Glyko shall have
become  untrue,  in either  case such that the  conditions  set forth in Section
7.3(a) or Section 7.3(b) would not be satisfied as of the time of such breach or
as of the time such  material  representation  or  warranty  shall  have  become
untrue,  provided,  that if  such  inaccuracy  in  Glyko's  representations  and
warranties  or breach by Glyko is curable by Glyko  through the  exercise of its
commercially  reasonable efforts, then BioMarin may not terminate this Agreement
under this Section  8.1(g) for thirty (30) days after delivery of written notice
from  BioMarin to Glyko of such  breach,  provided  Glyko  continues to exercise
commercially  reasonable  efforts to cure such breach (it being  understood that
BioMarin may not terminate this Agreement  pursuant to this Section 8.1(g) if it
shall have  materially  breached  this  Agreement  or if such breach by Glyko is
cured during such 30day period); or

            (h)   by BioMarin,  upon a breach of the provisions of Section 6.2
of this Agreement.

      8.2 Notice of Termination;  Effect of Termination. Any termination of this
Agreement  under  Section  8.1 will be  effective  immediately  upon (or, if the
termination  is  pursuant  to



                                       38
<PAGE>



Section 8.1(f) or Section 8.1(g) and the proviso  therein is applicable,  thirty
(30) days after) the delivery of written notice of the terminating  party to the
other  parties  hereto.  In the event of the  termination  of this  Agreement as
provided in Section 8.1, this  Agreement  shall be of no further force or effect
and no party shall have any further liability hereunder, except (i) as set forth
in this Section 8.2,  Section 8.3 and Article 9, each of which shall survive the
termination of this  Agreement,  and (ii) nothing herein shall relieve any party
from  liability for any  intentional  or willful  breach of this  Agreement.  No
termination  of this  Agreement  shall  affect the  obligations  of the  parties
contained in the Confidentiality Agreement, all of which obligations (other than
as set forth in Section  6.1(a)) shall survive  termination of this Agreement in
accordance with their terms.

      8.3   Fees and Expenses.


            (a)  General.  Except as set forth in this Section 8.3, all fees and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated  hereby shall be paid by the party incurring such expenses  whether
or not the Arrangement is consummated.

            (b)   Glyko Payments.


                  (i)  Glyko  shall pay to  BioMarin  in  immediately  available
funds, within two (2) business days after written demand by BioMarin,  an amount
equal to $1,000,000 (the "Termination Fee") if: (A) this Agreement is terminated
by BioMarin  pursuant to Section 8.1(g);  or (B) this Agreement is terminated by
Glyko or BioMarin  pursuant to Section  8.1(d) and (1) an  Acquisition  Proposal
shall have been  publicly  announced or otherwise  communicated  to the Board of
Directors of Glyko or shareholders of Glyko after the date of this Agreement and
prior to the Glyko  Shareholders  Meeting and (2) Glyko enters into a definitive
agreement  with  respect  to  an  Acquisition  Transaction,  or  an  Acquisition
Transaction  is otherwise  consummated  (provided  that for the purposes of this
Section 8.3 (b)(i)(B) the term "Acquisition  Transaction" shall have the meaning
ascribed to that term in Section  10.1,  except that  references to "20 percent"
therein shall be deemed to be references to "50 percent"), after the date hereof
and prior to the  expiration  of six (6) months  following  termination  of this
Agreement.

                  (ii) Glyko acknowledges that the agreements  contained in this
Section  8.3(b) are an integral part of the  transactions  contemplated  by this
Agreement,  and that,  without these  agreements,  BioMarin would not enter into
this  Agreement;  accordingly,  if Glyko  fails to pay in a  timely  manner  the
amounts  due  pursuant  to this  Section  8.3(b)  and,  in order to obtain  such
payment, BioMarin makes a claim that results in a judgment against Glyko for the
amounts  set forth in this  Section  8.3(b),  Glyko  shall pay to  BioMarin  its
reasonable  costs  and  expenses  (including   reasonable  attorneys'  fees  and
expenses) in  connection  with such suit,  together with interest on the amounts
set forth in this Section 8.3(b) at the prime rate of UBS  PaineWebber in effect
on the date such payment was required to be made.  Payment of the fees described
in this Section 8.3(b) shall not be in lieu of damages  incurred in the event of
breach of this Agreement.

            (c)   BioMarin Payments.



                   (i)  BioMarin  shall  pay to Glyko in  immediately  available
funds,  within  two (2)  business  days  after  written  demand  by  Glyko,  the
Termination Fee, if this Agreement is


                                       39
<PAGE>



terminated by Glyko pursuant to Section 8.1(f). BioMarin may pay the Termination
Fee to Glyko  (without  demand  having been made by Glyko prior  thereto) on not
less than 10 business days' notice to Glyko.

                  (ii) BioMarin  acknowledges  that the agreements  contained in
this Section  8.3(c) are an integral part of the  transactions  contemplated  by
this Agreement,  and that, without these agreements,  Glyko would not enter into
this  Agreement;  accordingly,  if BioMarin  fails to pay in a timely manner the
amounts  due  pursuant  to this  Section  8.3(c)  and,  in order to obtain  such
payment, Glyko makes a claim that results in a judgment against BioMarin for the
amounts  set  forth in this  Section  8.3(c),  BioMarin  shall  pay to Glyko its
reasonable  costs  and  expenses  (including   reasonable  attorneys'  fees  and
expenses) in  connection  with such suit,  together with interest on the amounts
set forth in this Section 8.3(c) at the prime rate of UBS  PaineWebber in effect
on the date such payment was required to be made.  Payment of the fees described
in this Section 8.3(c) shall not be in lieu of damages  incurred in the event of
breach of this Agreement.

      8.4  Amendment.  This  Agreement  may be amended  with the approval of the
respective Boards of Directors of Glyko and BioMarin at any time (whether before
or after the  approval of the  Arrangement  by the  shareholders  of BioMarin or
Glyko);  provided,  however,  that after any such approval of the Arrangement by
the  shareholders  of BioMarin or Glyko, no amendment shall be made which by law
requires  further approval of the shareholders of BioMarin or Glyko, as the case
may be, without such further approval.  This Agreement may not be amended except
by an instrument in writing signed on behalf of each of the parties hereto.

      8.5 Extension;  Waiver. At any time prior to the Effective Time, any party
hereto  may,  to the  extent  legally  permitted:  (i)  extend  the time for the
performance of any of the obligations or other acts of the other parties hereto;
(ii) waive any inaccuracies in the  representations  and warranties made to such
party contained herein or in any document  delivered  pursuant hereto; and (iii)
waive  compliance  with any of the  agreements or conditions  for the benefit of
such party contained herein.  Any agreement on the part of a party hereto to any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed on behalf of such party. Delay in exercising any right under this
Agreement shall not constitute a waiver of such right.

                                    ARTICLE 9

                               GENERAL PROVISIONS

      9.1 NonSurvival of Representations and Warranties. The representations and
warranties  of Glyko,  BioMarin  and  BioMarin  Nova  Scotia  contained  in this
Agreement  shall terminate at the Effective Time, and only the covenants that by
their terms survive the Effective Time shall survive the Effective Time.

      9.2 Notices.  All notices and other  communications  hereunder shall be in
writing  and shall be deemed  given if  delivered  Personally  or by  commercial
delivery service, or sent via telecopy (receipt confirmed) to the parties at the
following  addresses or telecopy  numbers (or at such other  address or telecopy
numbers for a party as shall be specified by like notice):



                                       40
<PAGE>



            (a)   if to BioMarin to:

                  BioMarin Pharmaceutical Inc.
                  371 Bel Marin Keys Boulevard
                  Suite 210
                  Novato, California 94949

                  Attention:        Fredric Price
                                    Chairman and Chief Executive Officer

                  Telephone No.:    (415) 8846715
                  Telecopy No.:     (415) 3827889

                  with a copy to:

                  Cassels Brock & Blackwell LLP
                  Scotia Plaza, Suite 2100
                  40 King Street West
                  Toronto, Ontario M5H 3C2

                  Attention:        Mark Bennett, Esq.

                  Telephone No.:    (416) 8695407
                  Telecopy No.:     (416) 3506933

                  and to:

                      Paul, Hastings, Janofsky & Walker LLP
                  555 South Flower Street
                  23rd Floor
                  Los Angeles, California  900712371

                  Attention:        Siobhan Burke, Esq.

                  Telephone No.:    (213) 6836282
                  Telecopy No.:     (213) 6270705



                                       41
<PAGE>



            (b)   if to Glyko, to:

                  Glyko Biomedical Ltd.
                  199 Bay Street
                  Box 25, Commerce Court West
                  Toronto, Ontario M5L 1A9

                  Attention:        Joerg Gruber
                                    Chairman

                  Telephone No.:    +44 (20) 73493101
                  Telecopy No.:     +44 (20) 73493140

                  with a copy to:

                  Blake, Cassels & Graydon LLP
                  199 Bay Street
                  Box 25, Commerce Court West
                  Toronto, Ontario M5L 1A9

                  Attention:        John A. Kolada, Esq.

                  Telephone No.:    (416) 8634171
                  Facsimile No.:    (416) 8632653

      9.3  Interpretation.  When a  reference  is  made  in  this  Agreement  to
Exhibits,  such  reference  shall  be to an  Exhibit  to this  Agreement  unless
otherwise  indicated.  When a reference  is made in this  Agreement to Sections,
such  reference  shall  be to a  Section  of this  Agreement.  Unless  otherwise
indicated the words "include", "includes" and "including" when used herein shall
be deemed in each case to be followed  by the words  "without  limitation".  The
table of contents and headings  contained in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this  Agreement.  When  reference is made herein to "the business of" an Entity,
such  reference  shall be deemed to  include  the  business  of all  direct  and
indirect Subsidiaries of such Entity. Reference to the Subsidiaries of an Entity
shall be deemed to include all direct and indirect Subsidiaries of such Entity.

      9.4  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same counterpart.

      9.5 Entire Agreement;  Third Party  Beneficiaries.  This Agreement and the
documents  and  instruments  and other  agreements  among the parties  hereto as
contemplated by or referred to herein, including Glyko Disclosure Letter and the
BioMarin Disclosure Letter (a) constitute the entire agreement among the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter hereof,  it being understood that the  Confidentiality  Agreement
shall  continue in full force and



                                       42
<PAGE>



effect until the Closing and shall  survive any  termination  of this  Agreement
(other than as set forth in Section 6.1(a));  and (b) are not intended to confer
upon any other Person any rights or remedies  hereunder except as provided under
Section 6.10.

      9.6  Severability.  In the event that any provision of this Agreement,  or
the  application  thereof,  becomes  or is  declared  by a  court  of  competent
jurisdiction  to be  illegal,  void  or  unenforceable,  the  remainder  of this
Agreement  will  continue in full force and effect and the  application  of such
provision to other Persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The parties further agree to replace
such  void or  unenforceable  provision  of  this  Agreement  with a  valid  and
enforceable  provision that will achieve, to the extent possible,  the economic,
business and other purposes of such void or unenforceable provision.

      9.7 Governing Law. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the state of Delaware,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
In any action  between the parties  arising out of or relating to this Agreement
or any of the  transactions  contemplated  by this  Agreement:  (a)  each of the
parties irrevocably and unconditionally consents and submits to the nonexclusive
jurisdiction  and venue of the state and federal  courts located in the state of
California;  (b) if any such action is commenced in a state court, then, subject
to  applicable  law, no party shall  object to the removal of such action to any
federal court located in the Northern  District of California;  (c); each of the
parties  hereby waives,  and agrees not to assert in any such action,  any claim
that it is not personally  subject to the  jurisdiction of such court,  that the
action is  brought in an  inconvenient  forum or that the venue of the action is
improper; and (d) each of the parties irrevocably consents to service of process
by first class certified mail, return receipt requested, postage prepaid, to the
address at which such party is to receive notice in accordance with Section 9.2.

      9.8 Rules of  Construction.  The parties  hereto agree that they have been
represented  by counsel during the  negotiation  and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction  providing that  ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

      9.9  Assignment.  This  Agreement  shall be  binding  upon,  and  shall be
enforceable  by and inure solely to the benefit of, the parties hereto and their
respective  successors  and assigns;  provided,  however,  that (i) neither this
Agreement nor any of Glyko's  rights  hereunder may be assigned by Glyko without
the prior written consent of BioMarin and (ii) neither this Agreement nor any of
BioMarin's  or  BioMarin  Nova  Scotia's  rights  hereunder  may be  assigned by
BioMarin or  BioMarin  Nova Scotia  without the prior  written  consent of Glyko
(other than an  assignment  to a direct or indirect  whollyowned  Subsidiary  of
BioMarin provided that such assignment shall not release BioMarin from liability
hereunder), and any attempted assignment of this Agreement or any of such rights
by Glyko or BioMarin and BioMarin Nova Scotia,  as the case may be, without such
consent or except as provided for herein shall be void and of no effect.

      9.10  WAIVER OF JURY TRIAL.  EACH OF  BIOMARIN,  BIOMARIN  NOVA SCOTIA AND
GLYKO  HEREBY  IRREVOCABLY  WAIVES  ALL  RIGHT TO  TRIAL BY JURY IN ANY  ACTION,
PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED ON  CONTRACT,  TORT



                                       43
<PAGE>



OR  OTHERWISE)  ARISING OUT OF OR RELATING TO THIS  AGREEMENT  OR THE ACTIONS OF
BIOMARIN,  BIOMARIN  NOVA SCOTIA AND GLYKO IN THE  NEGOTIATION,  ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT HEREOF.

      9.11  Currency.  Unless otherwise specified,  all sums of money referred
to in this Agreement are expressed in U.S. currency.

      9.12  Glyko  Disclosure  Letter.  The  Glyko  Disclosure  Letter  shall be
arranged in separate parts  corresponding to the numbered and lettered  sections
contained  in Article 2 and Section 6.8,  and the  information  disclosed in any
numbered or lettered  part shall be deemed to relate to and to qualify  only the
particular representation or warranty set forth in the corresponding numbered or
lettered section in Article 2 and Section 6.8, and shall not be deemed to relate
to or to qualify any other representation or warranty.

      9.13 BioMarin  Disclosure Letter. The BioMarin  Disclosure Letter shall be
arranged in separate parts  corresponding to the numbered and lettered  sections
contained  in  Article  3, and the  information  disclosed  in any  numbered  or
lettered  part shall be deemed to relate to and to qualify  only the  particular
representation or warranty set forth in the  corresponding  numbered or lettered
section in  Article  3, and shall not be deemed to relate to or to  qualify  any
other representation or warranty.

      9.14  Attorneys'  Fees.  In any action at law or suit in equity to enforce
this  Agreement  or the  rights of any of the  parties  hereunder  commenced  or
initiated after the Effective Date, the prevailing  party in such action or suit
shall be entitled to receive a reasonable  sum for its  attorneys'  fees and all
other reasonable costs and expenses incurred in such action or suit.


                                   ARTICLE 10

                             ADDITIONAL DEFINITIONS

      10.1  Additional Definitions.


            In this  Agreement,  unless there is something in the subject matter
or context inconsistent therewith,  the following terms shall have the following
meanings respectively:

      "Acquisition Proposal" means any offer, proposal or inquiry (other than an
offer or  proposal  by  BioMarin)  contemplating  or  otherwise  relating to any
Acquisition Transaction.

      "Acquisition  Transaction" means any transaction or series of transactions
involving:

            (a)  any  merger,  consolidation,   amalgamation,   share  exchange,
business combination, issuance of securities,  acquisition of securities, tender
offer,  exchange  offer or other  similar  transaction  (i) in which  Glyko is a
constituent  company,  or (ii) in which a Person or "group"  (as  defined in the
United States 1934 Act) of Persons directly or indirectly acquires beneficial or
record ownership of securities representing,  or exchangeable for or convertible
into, more than 20 percent of the outstanding  securities of any class of voting
securities of Glyko;



                                       44
<PAGE>



            (b)   any sale, lease, exchange,  transfer,  license,  acquisition
or disposition of more than 20 percent of the assets of Glyko; or

            (c)   any liquidation or dissolution of Glyko.

      "Agreement" means this Acquisition Agreement for a Plan of Arrangement, as
it may be amended from time to time.

      "Appropriate   Regulatory  Approvals"  means  those  sanctions,   rulings,
consents, orders, exemptions,  permits and other approvals (including the lapse,
without  objection,  of a  prescribed  time under a statute or  regulation  that
states  that a  transaction  may be  implemented  if a  prescribed  time  lapses
following the giving of notice without an objection  being made) of Governmental
Bodies,  regulatory  agencies  or  selfregulatory  organizations,  as set out in
Exhibit C to this Agreement.

      "Approvals" means franchises, grants,  authorizations,  licenses, permits,
easements, consents, certificates, approvals and orders.

      "Arrangement" means a plan of arrangement under Section 192 of the CBCA on
the terms and subject to the  conditions  set out in this Agreement and the Plan
of  Arrangement,  subject  to any  amendments  or  variations  thereto  made  in
accordance with the provisions of this Agreement or made at the direction of the
Court in the Final Order.

      "Arrangement  Resolution"  means the special  resolution of the holders of
Glyko Common Shares  approving the Arrangement to be  substantially  in the form
and content of Exhibit A annexed hereto.

      "Articles of  Arrangement"  means the articles of  arrangement of Glyko in
respect of the  Arrangement,  required by the CBCA to be filed with the Director
after the Final Order is made.

      "BioMarin  Common  Stock" means the common  stock of  BioMarin,  par value
$0.001 per share.

      "BioMarin  Contract"  means any  Contract to which  BioMarin or any of its
Subsidiaries is a party or by which it or any of its Subsidiaries is bound.

      "BioMarin  Intellectual Property" means the Intellectual Property owned by
BioMarin  used in  BioMarin's  business  as  currently  conducted  and  material
thereto.

      "BioMarin's Knowledge" means the best of the knowledge of BioMarin,  based
upon the knowledge of any of the  directors  and officers of BioMarin  after due
and reasonable inquiry of such matter.

       "BioMarin  Stockholders Meeting" means the meeting of the stockholders of
BioMarin to  consider  and approve  the  issuance  of BioMarin  Common  Stock in
connection  with the  Arrangement  and such other matters as may be necessary in
connection with the other transactions contemplated by this Agreement.



                                       45
<PAGE>



      "Board of  Directors"  when used with respect to an Entity means the board
of directors of such Entity.

      "Canadian GAAP" means those accounting  principles generally recognized as
being accepted in Canada from time to time as set out in the handbook  published
by the Canadian Institute of Chartered Accountants.

      "Canadian  Securities  Legislation" means the statutory securities laws in
each  province of Canada  applicable  to Glyko,  together  with the  regulations
promulgated   thereunder,   together  with  the  rules,  policies,   orders  and
requirements of the securities regulatory authorities in each such province.

      "CBCA" means the Canada Business Corporations Act, as amended.

      "Commissions"  means the securities  commissions which administer Canadian
Securities Legislation.

      "Consent" means any approval, consent,  ratification,  permission, waiver,
permit or authorization (including any Governmental Authorization).

      "Continuance" means the discontinuance of Glyko under the CBCA pursuant to
Section 188 of the CBCA and the  continuance  of Glyko under the BC Act pursuant
to Section 36 of the BC Act.

      "Continuance  Resolution"  means the special  resolution of the holders of
Glyko  Common  Shares   approving  the   Continuance  in  accordance   with  the
requirements of the CBCA.

      "Contract"  means  any  written,   oral  or  other  agreement,   contract,
subcontract, lease, understanding,  instrument, note, option, warranty, purchase
order,  license,  sublicense,  insurance  policy,  benefit plan or commitment or
undertaking of any nature.

      "Court" means the Ontario Superior Court of Justice.

      "Director" means the Director or other duly authorized  person  performing
the duties as Director under the CBCA.

      "Dissenters' Rights" has the meaning ascribed thereto in section 1.6.

      "Dissenting Shares" has the meaning ascribed thereto in section 1.6.

      "Effective Date" means the date shown on the certificate of arrangement to
be issued by the Director under the CBCA giving effect to the Arrangement.

      "Effective  Time"  has  the  meaning  ascribed  thereto  in  the  Plan  of
Arrangement.

      "Encumbrance"  means any lien, pledge,  hypothecation,  charge,  mortgage,
security interest, encumbrance, claim, infringement, interference, option, right
of first refusal,  preemptive right,  community property interest or restriction
of any nature  (including  any  restriction  on the voting of any security,  any
restriction on the transfer of any security or other asset,  any  restriction on
the



                                       46
<PAGE>



receipt of any income derived from any asset,  any restriction on the use of any
asset and any restriction on the  possession,  exercise or transfer of any other
attribute of ownership of any asset).

      "Entity"  means any  corporation  (including  any nonprofit  corporation),
general partnership,  limited partnership,  limited liability partnership, joint
venture,  estate,  trust,  company  (including  any  company  limited by shares,
limited  liability  company  or joint  stock  company),  firm,  society or other
enterprise, association, organization or other entity.

      "Environmental  Laws" means all applicable Legal Requirements  relating to
the  protection  of the  environment,  including  any  such  environmental  laws
relating to a discharge,  spill,  emission or other  release,  whether actual or
potential,  of any contaminant (as defined in the  Environmental  Protection Act
(Ontario)) and any other  applicable  legislation,  regulation or guideline,  as
well  as  any  environmental  order,  directive  or  decision  rendered  by  any
Governmental Body.

      "Exchange  Ratio" means the portion of a share of BioMarin Common Stock to
be issued in exchange  for each Glyko  Common  Share  being equal to  11,367,617
divided  by the  total  number  of  outstanding  Glyko  Common  Shares as of the
Effective Time.

      "Final Order" means the final order of the Court approving the Arrangement
as such  order may be amended  at any time  prior to the  Effective  Date or, if
appealed, then, unless such appeal is withdrawn or denied, as affirmed.

      "Glyko  Common  Shares"  means the  common  shares  of Glyko as  currently
constituted.

      "Glyko  Contract" means any Contract to which Glyko is a party or by which
Glyko is bound.

      "Glyko's  Knowledge"  means  the  actual  knowledge  (without  independent
inquiry) of the directors of Glyko.

      "Glyko Regulatory Reports" means all the filings and documents,  including
any  schedules  included  therein,  required  to be filed by Glyko  pursuant  to
Canadian Securities Legislation and the requirements of the TSE.

      "Glyko  Shareholders  Meeting"  means the meeting of the  shareholders  of
Glyko to consider the Continuance Resolution and the Arrangement Resolution.

      "Glyko Stock Option" means Options to acquire Glyko Common Shares pursuant
to the Stock Option Plan.

      "Governmental Authorization" means any: (a) permit, license,  certificate,
franchise,   permission,  variance,  clearance,   registration,   qualification,
exemption,  order, approval or authorization issued, granted, given or otherwise
made available by or under the authority of any Governmental Body or pursuant to
any Legal  Requirement;  or (b) right under any Contract  with any  Governmental
Body.



                                       47
<PAGE>



      "Governmental   Body"   means  any:   (a)   nation,   state,   provincial,
commonwealth,  province,  territory,  county,  municipality,  district  or other
jurisdiction of any nature; (b) federal,  state,  provincial,  local, municipal,
foreign  or  other  government;   or  (c)  governmental,   quasigovernmental  or
regulatory  authority  of  any  nature  (including  any  governmental  division,
department,  agency,  commission,  instrumentality,  official,  ministry,  fund,
foundation,  centre,  organization,  unit, body or Entity and any court or other
tribunal and including the SEC, OSC, TSE, SWX Swiss Exchange and Nasdaq.

      "HSR Act" means the HartScottRodino Antitrust Improvements Act of 1976, as
amended.

      "Implementation  Time" has the  meaning  ascribed  thereto  in the Plan of
Arrangement.

      "Intellectual   Property"  means  industrial  and  intellectual   property
including:

            (a) all registered or unregistered trademarks, trade names, business
names, domain names, brand names, brands,  designs,  logos,  identifying indicia
and  service   marks,   including  any  goodwill   attaching   thereto  and  all
registrations   and   applications   relating   thereto    (collectively,    the
"TradeMarks");

            (b) all  inventions,  patents,  patent rights,  patent  applications
(including  all  reissues,  divisions,  continuations,  continuationsinpart  and
extensions  of  any  patent  or  patent  application),  industrial  designs  and
applications for registration of industrial designs;

            (c) all copyrights,  registrations and applications for registration
of copyrights and works of authorship including all computer programs (including
source code), databases and related works; and

            (d) all processes,  data, trade secrets,  designs,  knowhow, product
information,  manuals,  technology,  research and development reports, technical
information,  technical assistance, design specifications, and similar materials
recording or evidencing expertise or proprietary information.

      "Interim  Order"  means the  interim  order of the Court in respect of the
Arrangement, as contemplated by Section 1.3.

      "Joint Proxy Circular" means the notice of the Glyko Shareholders' Meeting
and the notice of the BioMarin Stockholders' Meeting and accompanying management
information  circular and proxy  statement to be sent to holders of Glyko Common
Shares in  connection  with the Glyko  Shareholders'  Meeting  and to be sent to
holders of BioMarin Common Stock in connection  with the BioMarin  Stockholders'
Meeting, including all appendices thereto.

      "Legal  Proceeding"  means any action,  suit,  litigation,  arbitration or
proceeding  (including any civil,  criminal,  administrative,  investigative  or
appellate  proceeding)  before  any  court  or  other  Governmental  Body or any
arbitrator or arbitration panel.

      "Legal Requirement" means (i) any federal,  state,  provincial,  regional,
local,  municipal,  foreign or other law,  statute,  constitution,  principle of
common law,  edict,  decree,  rule,  regulation,



                                       48
<PAGE>



ruling or requirement  issued,  enacted,  adopted,  promulgated,  implemented or
otherwise put into effect by or under the authority of any Governmental Body and
(ii) all requirements set forth in applicable Contracts.

      "License  Agreements" has the meaning ascribed thereto in the definition
of "Licensed Intellectual Property";

      "Licensed  Intellectual  Property"  means all  Intellectual  Property used
under licenses and other contracts granting a license or other right to use such
Intellectual Property ("License Agreements");

      "Material  Adverse  Effect" or  "Material  Adverse  Change",  when used in
connection  with an Entity,  means any  change,  event,  violation,  inaccuracy,
circumstance  or effect,  individually  or when  aggregated  with other changes,
events, violations, inaccuracies,  circumstances or effects (considered together
with all other matters that would constitute  exceptions to the  representations
and  warranties  set forth in this  Agreement  but for the presence of "Material
Adverse   Effect"  or  other   materiality   qualifications,   or  any   similar
qualifications,  in such  representations  and  warranties),  that  is or  could
reasonably  be expected to be materially  adverse to or have a material  adverse
effect   on  (a)   the   business,   assets   (including   intangible   assets),
capitalization,  condition,  liabilities,  financial  performance  or results of
operations  of such  Entity  and its  Subsidiaries  taken as a whole;  provided,
however,  that no Material  Adverse  Effect or Material  Adverse Change shall be
deemed to have  occurred  solely as a result  of any  change in (i) the  trading
price of BioMarin  Common Stock or Glyko Common  Shares,  respectively,  that is
unrelated  to any  change,  event  or  circumstance  materially  adverse  to the
business,  assets  (including  intangible  assets),  capitalization,  condition,
liabilities,  financial  performance  or results of  operations  of  BioMarin or
Glyko, as the case may be, (ii) Canadian GAAP or U.S. GAAP or (iii) any federal,
state, provincial,  regional,  local, municipal,  foreign or other law, statute,
constitution, principle of common law edict, decree, rule, regulation, ruling or
requirement issued, enacted, adopted, promulgated,  implemented or otherwise put
into  effect  by or under  the  authority  of any  Governmental  Body or (b) the
ability of the Entity or its  Subsidiaries  to consummate the Arrangement or any
of the other  transactions  contemplated  by this Agreement or to perform any of
its obligations under this Agreement.

      "Material Contract" means and includes:

      (i)   any Contract  relating to the employment  of, or the  performance of
            services by, any employee or  consultant;  any Contract  pursuant to
            which  Glyko  is or may  become  obligated  to make  any  severance,
            termination or similar  payment to any current or former employee or
            director;  and any Contract pursuant to which Glyko is or may become
            obligated to make any bonus or similar  payment (other than payments
            in respect of salary) in excess of $25,000 to any  current or former
            employee or director;

      (ii)  any Contract which provides for indemnification of any officer,
            director, employee or agent;



                                       49
<PAGE>



      (iii) any  Contract  imposing any  restriction  on the right or ability of
            Glyko (A) to  compete  with any other  Person,  (B) to  acquire  any
            product or other asset or any services from any other Person, (C) to
            solicit,  hire or retain any Person as an  employee,  consultant  or
            independent  contractor,  (D) to develop, sell, supply,  distribute,
            offer,  support or service  any product or any  technology  or other
            asset to or for any other  Person,  (E) to perform  services for any
            other  Person,  or (F) to  transact  business  or deal in any  other
            manner with any other Person;

      (iv)  any  Contract  (A) relating to the  acquisition,  issuance,  voting,
            registration,  sale or transfer of any securities, (B) providing any
            Person with any preemptive right,  right of participation,  right of
            maintenance or any similar right with respect to any securities,  or
            (C) providing Glyko with any right of first refusal with respect to,
            or right to purchase or otherwise acquire, any securities;

      (v)   any Contract relating to any currency hedging;

      (vi)  any Contract imposing any confidentiality obligation on Glyko;

      (vii) any Contract (A) to which any Governmental  Body is a party or under
            which any  Governmental  Body has any rights or obligations,  or (B)
            directly or indirectly  benefiting any Governmental  Body (including
            any  subcontract or other Contract  between Glyko and any contractor
            or subcontractor to any Governmental Body);

      (viii)any  Contract  requiring  that Glyko give any notice or provide  any
            information  to any Person prior to  considering  or  accepting  any
            Acquisition Proposal or similar proposal,  or prior to entering into
            any discussions, agreement, arrangement or understanding relating to
            any Acquisition Transaction or similar transaction;

      (ix)  any  Contract  that has a term of more than 60 days and that may not
            be terminated by Glyko  (without  penalty)  within 60 days after the
            delivery of a termination notice by Glyko;

      (x)   any Contract that  contemplates  or involves the payment or delivery
            of cash or other  consideration  in an  amount  or having a value in
            excess of $25,000 in the aggregate,  or contemplates or involves the
            performance  of services  having a value in excess of $25,000 in the
            aggregate;

      (xi)  any Contract  (not  otherwise  identified  in clauses  "(i)" through
            "(x)" of this sentence) that could  reasonably be expected to have a
            material effect on the business, condition, capitalization,  assets,
            liabilities,  operations or financial performance of Glyko or to any
            of the transactions contemplated by this Agreement; and

      (xii) any other Contract, if a breach of such Contract could reasonably be
            expected to have a Material Adverse Effect on Glyko.



                                       50
<PAGE>



      "Options"  means  and  includes,   in  respect  of  a  particular  Entity,
subscriptions,   options,  calls,  warrants  and  other  rights  commitments  or
agreements of any character  (whether or not currently  exercisable)  to acquire
securities of the Entity in question.

      "OSC" means the Ontario Securities Commission.

      "Person" means any individual, Entity or Governmental Body.

      "Plan of Arrangement"  means the plan of arrangement  substantially in the
form and content of Exhibit B annexed  hereto and any  amendments  or variations
thereto made in accordance  with the provisions of this Agreement or made at the
direction of the Court in the Final Order and which are  acceptable  to BioMarin
and Glyko.

      "Registrar"  means the  Registrar of  Companies  or other duly  authorized
person performing the duties as registrar under the BC Act.

      "Representatives" means officers, directors, employees, agents, attorneys,
auditors, advisors and representatives.

      "Required  BioMarin  Stockholder  Vote" means the  affirmative  vote of at
least a majority of the votes cast by holders of the outstanding BioMarin Common
Stock voting on the  resolution to approve the  Arrangement  including,  without
limitation,  the issuance of the BioMarin  Common Stock in  connection  with the
Arrangement.

      "Required Glyko  Shareholder  Vote" means the affirmative vote of at least
66 2/3  percent of the votes cast by holders  of the  outstanding  Glyko  Common
Shares voting on the Continuance Resolution and the Arrangement Resolution.

      "Return" means any return  (including  any  information  return),  report,
statement,   declaration,   estimate,  schedule,  notice,  notification,   form,
election,  certificate or other document or information  filed with or submitted
to, or  required  to be filed with or  submitted  to, any  Governmental  Body in
connection with the determination,  assessment, collection or payment of any Tax
or in connection with the  administration,  implementation  or enforcement of or
compliance with any Legal Requirement relating to any Tax.

      "SEC" means the United States Securities and Exchange Commission.

      "Securities   Exemption   Orders"  means   discretionary   orders  of  the
Commissions  exempting the trades  contemplated by the Plan of Arrangement  from
the registration and prospectus  requirements of applicable  Canadian Securities
Legislation,  including but not limited to the  distribution  of BioMarin Common
Stock,  the  distribution  of any securities  upon the conversion or exchange of
such securities in accordance with their terms (including in connection with the
replacement  of the  Glyko  Stock  Options),  or the  resale by  holders  of any
securities  distributed  to  them  pursuant  to  the  Arrangement  or  upon  the
conversion  or exercise of any security  issued to them  pursuant to the Plan of
Arrangement, including but not limited to the resale of BioMarin Common Stock.



                                       51
<PAGE>



      "Stock Option Plan" means the 1994 Glyko stock option plan, as amended.

      "Subsidiary"  shall mean, with respect to any nonnatural Person, any other
nonnatural  Person  in which  such  nonnatural  Person  then  owns  directly  or
indirectly  shares of capital stock possessing 50% or more of the total combined
voting power of all classes of stock of such other nonnatural Person.

      "Superior  Offer" means an unsolicited,  bona fide written offer made by a
third party (other than BioMarin or its affiliates) which, if consummated, would
result  in such  third  party  acquiring,  directly  or  indirectly,  securities
representing  more than 50 percent of the voting power of the shares of Glyko or
the resulting  Entity of such  transaction  or all or  substantially  all of the
assets of Glyko,  in each case on terms  which the Board of  Directors  of Glyko
reasonably  determines (following receipt of advice of its financial advisors of
nationally  recognized  reputation and outside counsel) to be more favourable to
Glyko's shareholders than the terms of the Arrangement.

      "Tax" or  "Taxes"  refers to any and all  federal,  provincial,  regional,
state,  municipal,  local and foreign taxes,  assessments and other governmental
charges,  tariffs,  duties  (including  customs  duties),  levies,  assessments,
deficiencies,  fees,  impositions and liabilities  relating to taxes,  including
taxes based upon or measured by gross receipts,  income, capital gains, profits,
sales, use and occupation, and value added, ad valorem, transfer, surtax, stamp,
transfer,  property,  franchise,  withholding,  payroll, recapture,  employment,
excise,  goods  and  services,   health  insurance,   use,  business,   workers'
compensation and property taxes and any related charge or amount  (including any
fine,  penalty or  interest),  imposed,  assessed or  collected  by or under the
authority of any Governmental  Body and any obligations  under any agreements or
arrangements  with any other Person with  respect to such amounts and  including
any liability for taxes of a predecessor Entity.

      "TSE" means the Toronto Stock Exchange.

      "U.S.  Dollar  Equivalent" has the meaning  ascribed thereto in the Plan
of Arrangement.

      "U.S.   GAAP"  means  United  States   generally   accepted   accounting
principles.

      "United  States 1933 Act" means the United States  Securities Act of 1933,
as amended, together with the rules and regulations promulgated thereunder.

      "United States 1934 Act" means the United States  Securities  Exchange Act
of 1934,  as  amended,  together  with the  rules  and  regulations  promulgated
thereunder.

      "United  States  Code" means the United  States  Internal  Revenue Code of
1986,  as  amended,   together  with  the  rules  and  regulations   promulgated
thereunder.



                                       52
<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed  by their  duly  authorized  respective  officers  as of the date first
written above.



                                    BIOMARIN PHARMACEUTICAL INC.

                                    By:    /s/ Christopher M. Starr, Ph.D.
                                    Name:  Christopher M. Starr, Ph.D.

                                    Title: Senior Vice President, R&D


                                    BIOMARIN ACQUISITION (NOVA SCOTIA)
                                     COMPANY

                                    By:    /s/ Christopher M. Starr, Ph.D.
                                    Name:  Christopher M. Starr, Ph.D.

                                    Title: President


                                    GLYKO BIOMEDICAL LTD.

                                    By:    /s/ Joerg Gruber
                                    Name:  Joerg Gruber

                                    Title: Chairman



                                       53
<PAGE>




                    Exhibit A Form of Arrangement Resolution

                             ARRANGEMENT RESOLUTION

                    SPECIAL RESOLUTION OF THE SHAREHOLDERS OF
                              GLYKO BIOMEDICAL LTD.


BE IT RESOLVED THAT:

1. The arrangement (the "Arrangement")  under Section 192 of the Canada Business
Corporations Act ("CBCA")  involving Glyko Biomedical Ltd.  ("Glyko"),  BioMarin
Pharmaceutical Inc. ("BioMarin") and BioMarin  (Acquisition) Nova Scotia Company
("BioMarin Nova Scotia"),  as more  particularly  described and set forth in the
Management  Proxy Circular of Glyko  accompanying the notice of this meeting (as
the Arrangement may be modified or amended) is hereby  authorized,  approved and
adopted.

2. The plan of arrangement (the "Plan of Arrangement") involving Glyko, the full
text of which is set out as  Schedule  B to the  acquisition  agreement  made on
February  6,  2001  among  Glyko,   BioMarin  and  BioMarin   Nova  Scotia  (the
"Acquisition  Agreement"),  (as the Plan of Arrangement  may be or may have been
amended) is hereby approved and adopted.

3.  Notwithstanding  that this  resolution has been passed (and the  Arrangement
adopted) by the  shareholders of Glyko or that the Arrangement has been approved
by the Supreme Court of Ontario,  the  directors of Glyko are hereby  authorized
(i)  to  amend  the  Acquisition  Agreement  to  the  extent  permitted  in  the
Acquisition  Agreement  and to  amend  the  Plan of  Arrangement  to the  extent
permitted  in the  Plan of  Arrangement  and/or  (ii)  not to  proceed  with the
Arrangement  without further  approval of the shareholders of Glyko, but only if
the Acquisition Agreement is terminated in accordance with Article 8 thereof.

4. Any officer or director of Glyko is hereby authorized and directed for and on
behalf of Glyko to execute, under the seal of Glyko or otherwise, and to deliver
articles of arrangement  and such other  documents as are necessary or desirable
to the  Director  under  the  CBCA in  order  to give  effect  to the  foregoing
resolution.

5. Any officer or director of Glyko is hereby authorized and directed for and on
behalf of Glyko to execute or cause to be  executed,  under the seal of Glyko or
otherwise, and to deliver or cause to be delivered, all such other documents and
instruments  and to  perform  or cause to be  performed  all such other acts and
things as in such  person's  opinion may be  necessary or desirable to give full
effect to the foregoing  resolution  and the matters  authorized  thereby,  such
determination to be conclusively evidenced by the execution and delivery of such
document, agreement or instrument or the doing of any such act or thing.



<PAGE>



                          Exhibit B Plan of Arrangement

                                     FORM OF
                      PLAN OF ARRANGEMENT UNDER SECTION 192
                     OF THE CANADA BUSINESS CORPORATIONS ACT

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

Section 1.01  Definitions.  In this Plan of Arrangement  the following words and
phrases shall have the meanings hereinafter set forth:

(a)   "Act"  means  the  Canada  Business   Corporations   Act,   including  the
      regulations  made  thereunder,  as now in effect  and as it may be amended
      from time to time;

(b)   "Acquisition  Agreement"  means the  Acquisition  Agreement  for a Plan of
      Arrangement by and among BioMarin, BioMarin Nova Scotia and Glyko dated as
      of  February  6, 2002,  as the same may be  amended,  supplemented  and/or
      restated from time to time;

(c)   "Arrangement" means the arrangement  contemplated herein to be made on the
      terms set out in this Plan subject to any amendments or variations thereto
      made in accordance with the Acquisition  Agreement and the terms hereof or
      made at the direction of the Court in the Final Order;

(d)   "Arrangement  Resolution"  means the special  resolution in respect of the
      Arrangement to be considered and approved by Glyko Common  Shareholders at
      the  Meeting  to be  substantially  in the form and  content  of Exhibit A
      annexed to the Acquisition Agreement;

(e)   "Articles of  Arrangement"  means the articles of  arrangement of Glyko in
      respect of the Arrangement  that are required by the Act to be sent to the
      Director after the Final Order is made;

(f)   "BioMarin" means BioMarin Pharmaceutical Inc., a Delaware corporation;

(g)   "BioMarin  Common  Stock"  means the  shares  of common  stock par value
      U.S.$0.001 per share of BioMarin as currently constituted;

(h)   "BioMarin Nova Scotia" means BioMarin  Acquisition  (Nova Scotia) Company,
      an unlimited liability company  incorporated under the Companies Act (Nova
      Scotia);

(i)   "BioMarin Average Trading Price" means the average closing price of shares
      of  BioMarin  Common  Stock on Nasdaq  during a period  of 20  consecutive
      trading days ending on the second  trading day  immediately  preceding the
      Effective Date;

(j)   "Board of Directors" means the board of directors of Glyko;



<PAGE>



(k)   "Business Day" means any day other than a Saturday, a Sunday or a day when
      banks are not open for  business in either San  Francisco,  California  or
      Toronto, Ontario;

(l)   "Canadian  Dollar  Equivalent"  means, in respect of an amount expressed
      in a  currency  other  than  Canadian  dollars  (the  "Foreign  Currency
      Amount")  at any  date  the  product  obtained  by  multiplying  (a) the
      Foreign  Currency Amount by (b) the noon spot exchange rate on such date
      for such foreign  currency  expressed in Canadian dollars as reported by
      the Bank of  Canada  or, if such spot  exchange  rate is not  available,
      such exchange rate on such date for such foreign  currency  expressed in
      Canadian  dollars  as may be  deemed  by the  Board of  Directors  to be
      appropriate for such purpose;

(m)   "Certificate  of  Arrangement"  means  the  certificate  of  arrangement
      endorsed upon the Articles of Arrangement of Glyko by the Director;

(n)   "Circular"  means the notice of the  Meeting and  accompanying  management
      information  circular,  including the schedules  attached  thereto and all
      amendments  from time to time  made  thereto,  to be sent to Glyko  Common
      Shareholders in connection with the Meeting;

(o)   "Continuance  Resolution"  means the special  resolution in respect of the
      continuance  of Glyko under the laws of British  Columbia to be considered
      and approved by Glyko Common Shareholders at the Meeting;

(p)   "Court" means the Supreme Court of Ontario;

(q)   "Depositary"  means  Computershare  Trust Company at its offices located
      in Toronto, Ontario;

(r)   "Director" means the Director  appointed  pursuant to Section 260 of the
      Act;

(s)   "Dissent  Rights"  shall have the  meaning  ascribed  thereto in Section
      3.01;

(t)   "Dissenting  Shareholder" means a Glyko Common Shareholder who dissents in
      respect  of the  Arrangement  Resolution  in  strict  compliance  with the
      Dissent Rights;

(u)   "Dissenting  Shares" means the shares of any Glyko Common  Shareholder who
      has demanded and perfected  Dissent Rights in respect of such Glyko Common
      Shares in accordance with the Interim Order and the Act and who, as of the
      Effective Time, has not effectively withdrawn or lost such Dissent Rights;

(v)   "Effective Date" means the date of the Certificate of Arrangement;

(w)   "Effective Time" means 12:01 a.m. (Eastern time) on the Effective Date;

(x)   "Exchange Ratio" means 0.3309,  subject to adjustment in accordance with
      Section 2.03;



                                       B-2
<PAGE>



(y)   "Final Order" means the final order of the Court approving the Arrangement
      as such  order  may be  amended  by the  Court  at any  time  prior to the
      Effective Date or, if appealed,  then,  unless such appeal is withdrawn or
      denied, such order as affirmed;

(z)   "Glyko" means Glyko  Biomedical Ltd., a corporation  incorporated  under
      the Act;

(aa)  "Glyko  Common  Shareholders"  means  the  registered  holders  of Glyko
      Common Shares;

(bb)  "Glyko  Common  Shares" means the common shares in the capital of Glyko as
      constituted immediately prior to the Implementation Time;

(cc)  "Glyko  Options"  means all  unexpired  options to purchase  Glyko  Common
      Shares outstanding immediately prior to the Implementation Time;

(dd)  "Governmental Body" means any: (a) nation, state, commonwealth,  province,
      territory,  county,  municipality,  district or other  jurisdiction of any
      nature; (b) federal, state, provincial, local, municipal, foreign or other
      government; or (c) governmental, quasigovernmental or regulatory authority
      of any nature (including any governmental  division,  department,  agency,
      commission, instrumentality, official, ministry, fund, foundation, centre,
      organization, unit, body or other person and any court or other tribunal);

(ee)  "Implementation  Time" means 12:01 a.m. (Pacific time) on the date that is
      the  earlier  of (a) the date that  Glyko is  continued  under the laws of
      British Columbia,  (b) the date upon which the Board of Directors resolves
      to  implement  the  Arrangement,  which  in no  event  may be prior to the
      Effective  Date or (c) the date that is 10 days  following  the  Effective
      Date;

(ff)  "Interim  Order" means the interim  order of the Court,  as the same may
      be amended, in respect of the Arrangement;

(gg)  "Letter  of  Transmittal"  means the  Letter of  Transmittal  for use by
      Glyko Common Shareholders, in the form accompanying the Circular;

(hh)  "Meeting" means the special meeting of Glyko Common Shareholders,  and all
      adjournments and  postponements  thereof,  called and held to, among other
      things,   consider  and  approve  the   Continuance   Resolution  and  the
      Arrangement Resolution;

(ii)  "Nasdaq" means the Nasdaq National Market;

(jj)  "person"  means and includes any  individual,  corporation  (including any
      nonprofit corporation),  general partnership, limited partnership, limited
      liability  partnership,  joint venture,  estate, trust, company (including
      any company limited by shares,  limited  liability  company or joint stock
      company), firm, society or other enterprise, association, organization, or
      Governmental Body;

(kk)  "Replacement  Option" shall have the meaning ascribed thereto in Section
      2.02(c);



                                       B-3
<PAGE>



(ll)  "this Plan", "Plan of Arrangement",  "hereof", "herein", "hereto" and like
      references mean and refer to this plan of arrangement; and

(mm)  "U.S.  Dollar  Equivalent"  means,  in respect of an amount  expressed  in
      Canadian dollars at any date, the product obtained by multiplying: (a) the
      number of Canadian  dollars,  by (b) the noon spot  exchange  rate on such
      date for such  Canadian  dollars  expressed  in United  States  dollars as
      reported  by the Bank of  Canada  or, if such  spot  exchange  rate is not
      available,  such exchange rate on such date for Canadian dollars expressed
      in United States  dollars as may be deemed by the Board of Directors to be
      appropriate for such purpose.

Words and phrases  used  herein  that are defined in the Act or the  Acquisition
Agreement  and not defined  herein shall have the same meaning  herein as in the
Act or the Acquisition  Agreement,  as applicable,  unless the context otherwise
requires.

Section 1.02 Interpretation Not Affected By Headings,  etc. The division of this
Plan  into  articles  and  sections  and  the  insertion  of  headings  are  for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation hereof.

Section 1.03 Gender and Number. Unless the context requires the contrary,  words
importing  the singular  only shall  include the plural and vice versa and words
importing the use of any gender shall include all genders.

Section 1.04 Date for Any Action. In the event that the date on which any action
is required to be taken  hereunder by any of the parties is not a Business  Day,
such action shall be required to be taken on the next  succeeding day which is a
Business Day.

Section 1.05 Governing  Law. This Plan of  Arrangement  shall be governed by and
construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein.

                                    ARTICLE 2
                                   ARRANGEMENT

Section 2.01 Binding Effect.  This Plan of Arrangement will become effective at,
and be binding at and after,  the Effective Time on (i) BioMarin,  (ii) BioMarin
Nova  Scotia,  (iii)  Glyko,  (iv) all Glyko  Common  Shareholders,  and (v) all
holders of Glyko Options.

Section 2.02 Arrangement.  Beginning at the  Implementation  Time, the following
events or transactions shall occur and shall be deemed to occur in the following
sequence without any further act or formality:

(a)   each Glyko Common Share issued and  outstanding  immediately  prior to the
      Implementation   Time,   other  than  any  Dissenting   Shares,   will  be
      automatically exchanged,  subject to the provisions hereof, such that such
      Glyko  Common  Shares  will be  transferred  to  BioMarin  Nova  Scotia in
      exchange for the delivery by BioMarin Nova Scotia to the former holders of
      such Glyko  Common  Shares of that  portion of a share of BioMarin  Common
      Stock equal to



                                       B-4
<PAGE>



      the Exchange Ratio and each Glyko Common  Shareholder  shall cease to be a
      holder of Glyko  Common  Shares and the name of each such holder  shall be
      removed from the register of Glyko  Common  Shareholders  and added to the
      register of holders of BioMarin Common Stock  (whereupon there shall be no
      Glyko Common Shareholders other than BioMarin Nova Scotia);

(b)   in the  event  of an  entitlement  to  receive  a  fraction  of a share of
      BioMarin  Common Stock,  such holder shall have the rights provided for in
      Section 4.06; and

(c)   each  Glyko  Option  shall be  exchanged  for an option (a  "Replacement
      Option") to purchase a number of shares of BioMarin  Common  Stock equal
      to the  product of the  Exchange  Ratio and the  number of Glyko  Common
      Shares issuable  pursuant to such Glyko Option,  whether  exercisable or
      unexerciseable,  immediately prior to the  Implementation  Time, rounded
      down to the nearest  whole  number of shares.  Such  Replacement  Option
      will  provide for an exercise  price per share of BioMarin  Common Stock
      equal  to the  U.S.  Dollar  Equivalent  (calculated  on the date of the
      Implementation  Time) of the per  share  exercise  price  of such  Glyko
      Option  divided by the Exchange  Ratio,  rounded up to the nearest whole
      cent.  The term and vesting  schedule of such  Replacement  Option shall
      be equivalent to those of the Glyko Option it replaces,  except for such
      changes  as are  triggered  by the  entry by  Glyko  into  this  Plan of
      Arrangement.  In such  case  any  document  or  agreement  evidencing  a
      replaced Glyko Option shall be terminated.

Subject to Section 2.03, the maximum  number of shares of BioMarin  Common Stock
issuable in  connection  with the exchange of Glyko  Common  Shares for BioMarin
Common  Stock  shall be  11,367,617  and, if the number of Glyko  Common  Shares
outstanding  at the  Implementation  Time  would  result in a greater  number of
shares of BioMarin Common Stock being issuable, then the Exchange Ratio shall be
adjusted accordingly.

Section 2.03 Adjustment to Exchange Ratio.  The Exchange Ratio shall be adjusted
to reflect  appropriately  the effect of any stock split,  reverse  stock split,
stock dividend (including any dividend or distribution of securities convertible
into  BioMarin   Common  Stock  or  Glyko  Common   Shares),   cash   dividends,
reorganization,  recapitalization, combination, exchange of shares or other like
change with respect to BioMarin  Common Stock or Glyko Common  Shares  occurring
after the date of the  Acquisition  Agreement  and  prior to the  Implementation
Time.


                                    ARTICLE 3
                                RIGHTS OF DISSENT

Section 3.01 Rights of Dissent. Glyko Common Shareholders may in connection with
the Arrangement  exercise rights of dissent with respect to such shares pursuant
to and in the  manner  set  forth in  Section  190 of the Act as the same may be
modified by the Interim Order or the Final Order (the "Dissent  Rights").  Glyko
Common Shareholders who duly exercise such Dissent Rights and who:



                                       B-5
<PAGE>



(a)   are  ultimately  determined to be entitled to be paid fair value for their
      Glyko Common Shares shall be deemed to have  transferred such Glyko Common
      Shares to Glyko without any further act or formality and free and clear of
      all liens and  encumbrances  and such  shares  shall be  cancelled  at the
      Implementation Time; or

(b)   are ultimately  determined not to be entitled,  for any reason, to be paid
      fair  value  for  their  Glyko  Common  Shares  shall  be  deemed  to have
      participated  in the  Arrangement  on the same  basis  as a  nondissenting
      holder of Glyko Common Shares and shall receive  BioMarin  Common Stock on
      the basis determined in accordance with Section 2.02(a),

but in no case shall BioMarin,  BioMarin Nova Scotia,  Glyko or any other person
be  required  to  recognize  such  holders  as Glyko  Common  Shares  after  the
Implementation  Time, and the names of such holders of Glyko Common Shareholders
shall be deleted  from the  register  of holders of Glyko  Common  Shares at the
Implementation Time. Any Glyko Shareholders who duly exercise Dissent Rights and
who are  ultimately  determined  to be paid fair  value for their  Glyko  Common
Shares shall be paid solely from the assets of Glyko.

                                    ARTICLE 4
                        CERTIFICATE AND FRACTIONAL SHARES

Section 4.01 Issuance of  Certificates  Representing  Shares of BioMarin  Common
Stock.  Promptly after the  Implementation  Time,  BioMarin shall cause BioMarin
Nova Scotia to make available to the Depositary, for exchange in accordance with
Article 2, the BioMarin  Common Stock  issuable in accordance  with the terms of
the  Arrangement  and  cash  in an  amount  sufficient  for  payment  in lieu of
fractional  shares also in accordance  with the terms of the  Arrangement.  Upon
surrender to the Depositary for cancellation of a certificate  which immediately
prior to the Implementation Time represented Glyko Common Shares,  together with
such other  documents and  instruments as would have been required to effect the
transfer of the shares formerly  represented by such  certificate  under the Act
and the bylaws of Glyko and such additional  documents and instruments as Glyko,
BioMarin Nova Scotia and the Depositary may  reasonably  require,  the holder of
such surrendered  certificate shall be entitled to receive in exchange therefor,
and the  Depositary  shall  forthwith  deliver  to such  holder,  a  certificate
representing that number (rounded down to the nearest whole number) of shares of
BioMarin Common Stock which such holder has the right to receive  (together with
any dividends or distributions with respect thereto pursuant to Section 4.05 and
any cash in lieu of  fractional  shares of  BioMarin  Common  Stock  pursuant to
Section  4.06,  less any amounts  withheld  pursuant to Section  5.01),  and any
certificate  so  surrendered  shall  forthwith be  cancelled.  In the event of a
transfer of ownership of Glyko Common  Shares prior to the  Implementation  Time
that  is  not  registered  in the  transfer  records  of  Glyko,  a  certificate
representing  the proper number of shares of BioMarin Common Stock may be issued
to the transferee if the  certificate  representing  such Glyko Common Shares is
presented to the Depositary,  accompanied by all documents  required to evidence
and effect such  transfer.  Until  surrendered as  contemplated  by this Section
4.01,  each  certificate  which  immediately  prior to the  Implementation  Time
represented  Glyko  Common  Shares  that were  exchanged  for shares of BioMarin
Common  Stock  shall be  deemed at all times  after the  Implementation  Time to
represent  only the right to receive  upon such  surrender  (i) the  certificate
representing shares of BioMarin Common Stock as contemplated by



                                       B-6
<PAGE>



this Section 4.01, (ii) a cash payment in lieu of any fractional BioMarin Common
Stock as contemplated  by Section 4.06 and (iii) any dividends or  distributions
with a record date after the  Implementation  Time  theretofore  paid or payable
with respect to BioMarin Common Stock as contemplated by Section 4.05.

Section  4.02  Delivery  of Letter of  Transmittal.  At the time of mailing  the
Circular or as soon as practicable after the Effective Date, Glyko shall forward
to each Glyko Common  Shareholder at the address of such holder as it appears on
the  register  maintained  by or on behalf of Glyko in respect of the holders of
Glyko Common Shares,  a copy of the Letter of Transmittal and  instructions  for
obtaining  delivery of the BioMarin  Common  Stock  issuable and payable to such
holders pursuant to the Plan.

Section 4.03 Expiration of Rights. Any certificates  formerly representing Glyko
Common Shares that,  following the Effective  Date,  are not deposited  with the
Depositary,  together with a duly executed Letter of Transmittal, and such other
documents as the Depositary deems necessary,  on or before the sixth anniversary
of the Effective Date,  shall cease to represent a right or claim of any kind or
nature and the right of the holder of such securities to receive BioMarin Common
Stock as  provided  for in the  Acquisition  Agreement,  shall be  deemed  to be
surrendered to BioMarin Nova Scotia together with all dividends or distributions
thereon held for such holder,  for no  consideration,  and such BioMarin  Common
Stock shall thereupon be cancelled and the name of the former  registered holder
shall be removed from the register of holders of BioMarin Common Stock.

Section 4.04 Entitlement to Options.  As soon as practicable after the Effective
Date,  the  holders  of  outstanding   Glyko  Options  shall  be  provided  with
documentation  evidencing  Replacement Options in accordance with the provisions
of Section 2.02(c).

Section  4.05  Distributions  with  Respect to  Unsurrendered  Certificates.  No
dividends or other distributions  declared or made after the Effective Date with
respect to BioMarin  Common  Stock with a record date after the  Effective  Date
shall be paid to the holder of any  unsurrendered  certificate which immediately
prior to the Effective  Date  represented  outstanding  Glyko Common Shares that
were  exchanged for BioMarin  Common Stock pursuant to the procedures set out in
Article 2, and no cash payment in lieu of fractional shares shall be paid to any
such holder  pursuant to Section 4.06,  unless and until the holder of record of
such  certificate  shall  surrender such  certificate in accordance with Section
4.01.  Subject to  applicable  law,  at the time of such  surrender  of any such
certificate  (or, in the case of clause (iii) below, at the appropriate  payment
date), there shall be paid to the record holder of the certificates representing
whole shares of BioMarin  Common Stock,  without  interest (i) the amount of any
cash payable in lieu of a fractional  BioMarin Common Share to which such holder
is entitled  pursuant to Section  4.06,  (ii) the amount of  dividends  or other
distributions  with a record date after the Effective Date theretofore paid with
respect to such BioMarin  Common  Stock,  and (iii) on the  appropriate  payment
date,  the amount of dividends or other  distributions  with a record date after
the  Effective  Date but prior to  surrender  and a payment date  subsequent  to
surrender payable with respect to such BioMarin Common Stock.

Section 4.06 No  Fractional  Shares.  No fraction of a share of BioMarin  Common
Stock shall be issued by virtue of the Arrangement,  no dividend, stock split or
other  change in the  capital  structure  of BioMarin  shall  relate to any such
fraction and any  fractional  interests  shall not entitle the owner  thereof to
vote or to  exercise  any  rights  as a  security  holder of  BioMarin.  In lieu
thereof, each Glyko



                                       B-7
<PAGE>



Common  Shareholder  who would otherwise be entitled to a fraction of a share of
BioMarin  Common  Stock (after  aggregating  all  fractional  shares of BioMarin
Common  Stock that would  otherwise  be received  by such  holder)  shall,  upon
surrender of such  holder's  certificate(s)  representing  Glyko  Common  Shares
receive  from  BioMarin  Nova  Scotia an amount of cash  (rounded to the nearest
whole  cent),  without  interest,  equal to the  product  (or,  at the option of
BioMarin  Nova Scotia,  the Canadian  Dollar  Equivalent of the product) of such
fraction and the BioMarin Average Trading Price.

Section 4.07 Lost  Certificates.  In the event any certificate which immediately
prior to the  Implementation  Time represented  outstanding  Glyko Common Shares
that were  exchanged  pursuant to Section  2.02 shall have been lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
such certificate to be lost,  stolen or destroyed,  the Depositary will issue in
exchange  for  such  lost,   stolen  or  destroyed   certificate,   certificates
representing shares of BioMarin Common Stock (and any dividends or distributions
with  respect  thereto and any cash  pursuant to Section  4.05)  deliverable  in
respect thereof as determined in accordance with Section 2.02. When seeking such
issuance  and/or  payment  in  exchange  for  any  lost,   stolen  or  destroyed
certificate,  the person to whom  certificates  representing  shares of BioMarin
Common Stock are to be issued shall,  at the  discretion of BioMarin Nova Scotia
and  Glyko,  as a  condition  precedent  to the  issuance  thereof,  give a bond
satisfactory  to BioMarin  Nova Scotia and Glyko,  in such sum as BioMarin  Nova
Scotia and Glyko may reasonably  direct as indemnity  against any claim that may
be made against  BioMarin Nova Scotia or Glyko or the Depositary with respect to
the certificate alleged to have been lost, stolen or destroyed.

                                    ARTICLE 5
                               WITHHOLDING RIGHTS

Section 5.01  Withholding  Rights.  Each of Glyko,  BioMarin Nova Scotia and the
Depositary  shall be  entitled  to deduct and  withhold  from the  consideration
payable or otherwise  deliverable  pursuant to this Arrangement to any holder or
former  holder of Glyko Common  Shares such amount as may be required by law (as
advised  by outside  tax  counsel  for  BioMarin)  to be  deducted  or  withheld
therefrom  under the United  States Code or under any provision of United States
or Canadian  federal,  state,  provincial,  regional,  local or foreign tax law,
including  the  Income Tax Act  (Canada),  or under any other  applicable  legal
requirement.  To the extent  that  amounts are so  deducted  or  withheld,  such
amounts  shall be treated  for all  purposes  hereof as having  been paid to the
holder of the  shares in respect of which such  deduction  and  withholding  was
made, provided that such amounts are actually remitted to the appropriate taxing
authority  in  accordance  with  applicable  law and that such  holder  has been
provided forthwith with a receipt evidencing such remittance. BioMarin, BioMarin
Nova Scotia, Glyko and the Depositary are hereby authorized to sell or otherwise
dispose  of such  portion  of such  consideration  as is  necessary  to  provide
sufficient funds to BioMarin,  BioMarin Nova Scotia, Glyko or the Depositary, as
the case may be,  net of  expenses,  in order to enable  it to comply  with such
deduction or withholding  requirement and BioMarin,  BioMarin Nova Scotia, Glyko
or the  Depositary  shall give an accounting to the holder with respect  thereto
and any balance of such proceeds of sale.



                                       B-8
<PAGE>



                                    ARTICLE 6
                                   AMENDMENTS

Section 6.01      Amendment of the Arrangement.

(a)   Glyko reserves the right to amend,  modify and/or  supplement this Plan of
      Arrangement  at any  time  and from  time to time  provided  that any such
      amendment,  modification,  or  supplement  must be  contained in a written
      document which is (i) agreed to by BioMarin and BioMarin Nova Scotia, (ii)
      filed with the Court and, if made  following the Meeting,  approved by the
      Court and (iii)  communicated  to  holders of Glyko  Common  Shares in the
      manner if and as required by the Court.

(b)   Any amendment,  modification or supplement to this Plan of Arrangement may
      be proposed by Glyko at any time prior to or at the Meeting (provided that
      BioMarin and BioMarin  Nova Scotia shall have  consented  thereto) with or
      without any other prior  notice or  communication,  and if so proposed and
      accepted  by the  persons  voting  at the  Meeting  (other  than as may be
      required  under the  Interim  Order),  shall  become  part of this Plan of
      Arrangement for all purposes.

(c)   Any  amendment,  modification  or supplement  to this Plan of  Arrangement
      which is approved by the Court  following  the Meeting  shall be effective
      only  (i) if it is  consented  to by  Glyko,  (ii) if it is  agreed  to by
      BioMarin and BioMarin Nova Scotia,  and (iii) if required by the Court, it
      is  consented to by holders of Glyko  Common  Shares  voting in the manner
      directed by the Court.

Any amendment,  modification  or supplement to this Plan of  Arrangement  may be
made following the Effective Date by Glyko, provided that (i) it is agreed to by
BioMarin and BioMarin  Nova Scotia and (ii) it concerns a matter  which,  in the
reasonable  opinion of Glyko, is of an administrative  nature required to better
give effect to the implementation of this Plan of Arrangement and is not adverse
to the financial or economic  interests of the holders of Glyko Common Shares or
Glyko Options.

                                    ARTICLE 7
                                     GENERAL

Section 7.01  Further  Assurances.  Notwithstanding  that the  transactions  and
events set out herein shall occur and be deemed to occur in the order set out in
this Plan of  Arrangement  without  any further  act or  formality,  each of the
parties to the Acquisition  Agreement shall make, do and execute, or cause to be
made, done and executed,  all such further acts, deeds,  agreements,  transfers,
assurances,  instruments  or documents as may  reasonably  be required by any of
them in order further to document or evidence any of the  transactions or events
set out herein.

Section 7.02  Paramountcy.  From and after the  Effective  Time (i) this Plan of
Arrangement  shall take  precedence  and priority  over any and all Glyko Common
Shares or Glyko Options issued or granted prior to the Effective  Time, (ii) the
rights and  obligations of the Glyko Common  Shareholders,  the holders of Glyko
Options and any trustee and transfer agent therefor, shall be solely as provided
for in this  Plan of  Arrangement,  and (iii) all  actions,  causes of  actions,
claims or



                                       B-9
<PAGE>



proceedings (actual or contingent, and whether or not previously asserted) based
on or in any way  relating  to Glyko  Common  Shares or Glyko  Options  shall be
deemed  to have been  settled,  compromised,  released  and  determined  without
liability except as set forth herein.

Section  7.03  Continuance.   Subject  to  the  approval  of  the  Glyko  Common
Shareholders,  the  Director  and the  Registrar  under the Company Act (British
Columbia),  Glyko shall be continued under the laws of British  Columbia as soon
as is practicable following the Effective Time.



                                      B-10
<PAGE>



                   Exhibit C Appropriate Regulatory Approvals

1.    Approval of The Toronto Stock Exchange in respect of the Arrangement.

2.    Consent  of the  Director  under the  Securities  Act  (Ontario)  to the
      Continuance.

3.    Approval of the  Registrar  under the Company Act (British  Columbia) to
      the Continuance.

4.    Approval of the Director under the Canada Business  Corporations  Act to
      the Continuance.



<PAGE>



            Exhibit D Form of Legal Opinion of BioMarin U.S. Counsel

                 FORM OF  BIOMARIN'S  UNITED STATES LEGAL OPINION (all terms not
        otherwise defined herein shall have the meanings
              ascribed to such terms in the Acquisition Agreement)

1.  BioMarin  has been duly  incorporated  and is validly  existing  and in good
standing under the laws of the State of Delaware,  with  corporate  power to own
its property and conduct its  business as described in its most  recently  filed
annual report on Form 10K.

2.  BioMarin has all requisite  corporate  power and authority to enter into the
acquisition  agreement for plan of  arrangement  among  BioMarin,  BioMarin Nova
Scotia  and  Glyko  (the   "Agreement")   and  to  consummate  the  transactions
contemplated thereby.

3.  BioMarin has duly  executed and  delivered  the  Agreement and has taken all
necessary corporate action to authorize and approve the execution,  delivery and
performance  of  the  Agreement  by  BioMarin  and  the   consummation   of  the
transactions  contemplated  thereby and the  Agreement  constitutes  a valid and
binding  obligation of BioMarin  enforceable  against it in accordance  with its
terms.

4. The  Agreement  constitutes  a valid and binding  obligation of BioMarin Nova
Scotia enforceable against it in accordance with its terms.

5. The execution,  delivery and performance by BioMarin of the Agreement and the
consummation by BioMarin of the transactions  contemplated  thereby: (a) require
no action  by or in  respect  of, or filing  with,  any  United  States  federal
governmental body, agency or authority other than such as may have been taken by
or filed  pursuant to the Securities  Act, and the rules and  regulations of the
SEC  thereunder;  and (b) do not  contravene  or conflict  with the  articles of
incorporation or bylaws of BioMarin.

6. The  BioMarin  Common  Stock to be issued  pursuant to the  Agreement is duly
authorized and, when issued in accordance with the terms of the Agreement,  will
be validly issued as fully paid and nonassessable shares.

7. The offer and sale of the BioMarin Common Shares to be issued pursuant to the
terms of the Agreement at the Effective Time are exempt from registration  under
the United States 1933 Act pursuant to Section 3(a)(10) thereunder.



<PAGE>



          Exhibit E Form of Legal Opinion of BioMarin Canadian Counsel

                   FORM OF  BIOMARIN'S  CANADIAN  LEGAL  OPINION  (all terms not
        otherwise  defined herein shall have the meanings ascribed to such terms
        in the Agreement for Plan of Arrangement)

1. BioMarin Nova Scotia is duly  incorporated as an unlimited  company under the
laws of the Province of Nova Scotia and has not been dissolved.

2.  BioMarin  Nova  Scotia has all  requisite  corporate  power,  authority  and
capacity to own,  lease and operate its  property  and assets and to conduct its
business  and to execute  and  deliver  the  acquisition  agreement  for plan of
arrangement among BioMarin, BioMarin Nova Scotia and Glyko (the "Agreement") and
to perform its obligations  thereunder and to consummate the Arrangement and the
other transactions contemplated by the Agreement.

3. The  execution  and delivery of the Agreement by BioMarin Nova Scotia and the
consummation of the transactions  contemplated thereby have been duly authorized
by all necessary corporate action on the part of BioMarin Nova Scotia.

4. The  Agreement  has been duly  executed and delivered by BioMarin Nova Scotia
and  constitutes  a  valid  and  binding  obligation  of  BioMarin  Nova  Scotia
enforceable against it in accordance with its terms.

5. The  execution,  delivery and  performance  of the Agreement by BioMarin Nova
Scotia,  the consummation of the transactions  contemplated  thereby by BioMarin
Nova Scotia and the  compliance  with the  provisions  thereof by BioMarin  Nova
Scotia  will not:  (i)  constitute  or result in any  violation  of the terms or
provisions  of the  organizational  documents of BioMarin  Nova Scotia;  or (ii)
contravene  any laws of the Province of Nova Scotia,  the Province of Ontario or
the federal laws of Canada applicable therein.

6. The execution,  delivery and  performance  of the Agreement by BioMarin,  the
consummation  of the  transactions  contemplated  thereby  by  BioMarin  and the
compliance with the provisions  thereof by BioMarin will not contravene any laws
of the Province of Ontario or the federal laws of Canada applicable therein.

7. No consent, approval, order or authorization of, or registration, declaration
or filing with, any court,  administrative  agency or commission or governmental
authority or instrumentality,  domestic or foreign,  which has not been obtained
or made, is required to be obtained by BioMarin  Nova Scotia in connection  with
the  execution  and  delivery  of  the  Agreement  or  the  consummation  of the
transactions contemplated thereby.

8. The authorized capital stock of BioMarin Nova Scotia consists of an unlimited
number of common  shares of which o common  shares  are  outstanding  as validly
issued, fully paid and nonassessable shares.

9.    No document is required to be filed, no proceeding is required to be taken
and no  approval,  permit,  consent,  order or  authorization  is required to be
obtained to permit the issue of the  BioMarin



<PAGE>



Common Stock to holders of Glyko Common  Shares  resident in Canada or the first
trade of the BioMarin Common Stock received by such residents as a result of the
Arrangement,  other than filings  which have been made,  proceedings  which have
been taken or approvals,  permits,  consents, orders or authorization which have
been  obtained  (subject  to usual  qualifications  and based on the  Securities
Exemption Orders, if applicable).



                                       E-2
<PAGE>



              Exhibit F Form of Legal Opinion of Glyko U.S. Counsel

                   FORM OF GLYKO'S  UNITED  STATES LEGAL  OPINION (all terms not
        otherwise  defined herein shall have the meanings ascribed to such terms
        in the Agreement for Plan of Arrangement)

1.    The  Agreement  constitutes  a valid  and  binding  obligation  of Glyko
enforceable against it in accordance with its terms.



<PAGE>



            Exhibit G Form of Legal Opinion of Glyko Canadian Counsel

                     FORM OF  GLYKO'S  CANADIAN  LEGAL  OPINION  (all  terms not
        otherwise  defined herein shall have the meanings ascribed to such terms
        in the Agreement for Plan of Arrangement)


1. Glyko is a company continued under the Company Act (British  Columbia) and is
validly  existing  and in good  standing  with  respect  to the filing of annual
returns.

2.  Glyko has all  requisite  corporate  power and  capacity  to own,  lease and
operate its  property  and assets and to conduct its business and to execute and
deliver  the  acquisition  agreement  for plan of  arrangement  among  BioMarin,
BioMarin Nova Scotia and Glyko (the  "Agreement") and to perform its obligations
thereunder  and  to  consummate  the  Arrangement  and  the  other  transactions
contemplated by the Agreement.

3. The execution and delivery of the Agreement by Glyko and the  consummation by
Glyko of the Arrangement and the other transactions  contemplated thereby and by
the Agreement has been duly authorized by all necessary  corporate action on the
part of Glyko.

4. The Agreement has been duly executed and, to the extent  delivery is governed
by the laws of Ontario and Canada, delivered by Glyko.

5. The  execution,  delivery and  performance  of the  Agreement  by Glyko,  the
consummation of the Arrangement and the other  transactions  contemplated by the
Agreement by Glyko and the compliance  with the provisions  thereof by Glyko did
not and will not:  (i)  constitute  or result in any  violation  of the terms or
provisions of the articles and bylaws of Glyko;  or (ii)  contravene any laws of
the Province of Ontario or the federal laws of Canada applicable therein.

6. No consent, approval, order or authorization of, or registration, declaration
or filing with, any court,  administrative  agency or commission or governmental
authority  which has not been  obtained  or made,  is required to be obtained by
Glyko in  connection  with the  execution  and delivery of the  Agreement or the
consummation of the Arrangement and the other  transactions  contemplated by the
Agreement.

7.  Immediately  prior to the Effective  Time, the  authorized  capital stock of
Glyko  consisted  of an  unlimited  number of common  shares,  of which o common
shares were outstanding.