U.S. Securities and Exchange Commission
                                              Washington, D.C. 20549

                                                    Form 10-KSB
(Mark One)
[X] Annual  Report Under  Section 13 or 15(d) of the  Securities
                  Exchange  Act of 1934 For the fiscal year ended
                      December  31, 1996

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934
                      Commission File Number: 0-21994

                              GLYKO BIOMEDICAL LTD.
            (Exact name of small business issuer as specified in its charter)

           Canada                                      68-0230537
(State of other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

           11 Pimentel Court, Novato, California      94949
         (Address of principal executive offices)   (Zip Code)

       Registrant's telephone number: (415) 382-3500



             Securities registered under Section 12(g) of the Exchange Act:
                               Common Stock, no par value
                                     (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements  incorporated by reference in Part III to the Form 10-KSB
or any amendment to this Form 10-KSB. ______

State issuer's revenues for its most recent fiscal year. $1,330,635.

The   approximate   aggregate   market   value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked  prices of such stock,  as of February 28, 1997 was
$7,561,630.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  17,243,044 common shares outstanding
as of February 28, 1997.




<PAGE>



Item 13.  Exhibits, List and Reports on Form 8-K

(a)      The following documents are filed as part of this report
<TABLE>

<CAPTION>
Exhibit
Number                         Description

<S>      <C>
 3.1     Registrant's Articles of Incorporation and Bylaws (filed as exhibit
         3.1 to Form 10-SB Registration Statement No. 0-21994  dated
         August 6, 1993 and incorporated herein by reference).
10.1     Registrant's Stock Option Plan (filed as exhibit 10.1 to Form 10-SB
         Registration Statement No. 0-21994  dated  August 6, 1993 and
         incorporated herein by reference).
10.2     Joint Venture Agreement between: Registrant; Millipore Corporation;
         Glycomed Incorporated; Gwynn R. Williams; Astroscan, Ltd.; and
         Astromed, Ltd. dated December 18, 1990 (filed as exhibit 10.2  to
         Form 10-SB Registration Statement No. 0-21994  dated  August 6, 1993
         and incorporated herein by reference).
10.3     Distribution  Agreement  between  Registrant  and  Millipore
         Corporation  dated  December 18, 1990 (filed as exhibit 10.3
         to Form  10-SB  Registration  Statement  No.  0-21994  dated
         August 6, 1993 and incorporated herein by reference).
10.4     License Agreement between Registrant, and Astroscan, Ltd. and
         Astromed, Ltd. (filed as exhibit 10.4 to Form 10-SB Registration
         Statement No. 0-21994  dated  August 6, 1993 and incorporated herein by
         reference).
10.5     License   Agreement   between    Registrant   and   Glycomed
         Incorporated   (filed  as   exhibit   10.5  to  Form   10-SB
         Registration  Statement No. 0-21994 dated August 6, 1993 and
         incorporated herein by reference).
10.6     Loan Agreement between Registrant, and Millipore Corporation
         and Gwynn R. Williams,  dated April 9, 1992(filed as exhibit
         10.6 to Form 10-SB Registration  Statement No. 0-21994 dated
         August 6, 1993 and incorporated herein by reference).
10.7     Employment Agreement between Registrant and John C. Klock, M.D., dated
         December 20, 1990 (filed as exhibit 10.7 to Form 10-SB Registration
         Statement No. 0-21994  dated  August 6, 1993 and incorporated herein
         by reference).
10.8     Exchange  Agreements between  Registrant,  and the share and
         option  holders of Glyko,  Inc.,  dated  December  10,  1992
         (filed as exhibit 10.8 to Form 10-SB Registration  Statement
         No. 0-21994 dated August 6, 1993 and incorporated  herein by
         reference).
10.9     Amendment  Number Two to Exclusive  Distribution  and Supply
         Agreement between Registrant and Millipore Corporation dated
         September  22,  1993  (filed as exhibit  10.4 to Form 10-KSB
         Statement dated December 31, 1993 and incorporated herein by
         reference).
10.10    Amendment Number Two to Joint Venture Agreement between: Registrant;
         Millipore Corporation; Glycomed Incorporated; Gwynn R. Williams;
         Astroscan, Ltd.; and Astromed, Ltd. dated April 28, 1994 (filed as
         exhibit 10.1 to Form 10-QSB dated March 31, 1994 and incorporated
         herein by reference).
10.11    Employment  Agreement between  Registrant and John C. Klock,
         M.D.,  dated  January 1, 1994 (filed as exhibit 10.2 to Form
         10-QSB  dated  March  31,  1994 and  incorporated  herein by
         reference).
10.12    Glyko Biomedical Share Option Plan - 1994  (filed as exhibit 10.1 to
         Form 10-QSB dated June 30, 1994 and incorporated herein by reference).
10.13    Development  and Supply  Agreement  between  Registrant  and
         Bio-Rad  Laboratories,  Inc., dated February 16, 1995 (filed
         as exhibit  10.1 to Form  10-KSB  dated  March 31,  1996 and
         incorporated herein by reference).
10.14    International Distribution Agreement between Registrant and
         Toyobo Co., Ltd. and MC Medical. Inc. dated September 12, 1995 (filed
         as exhibit 10.2 to Form 10-KSB dated March 31, 1996 and incorporated
         herein by reference).
10.15    Commercial  Lease  between  Registrant  and  Douglas R. Kaye
         dated  December 23, 1996.
21.1     List of Registrant's Subsidiaries (filed as exhibit 22.1 to Form 10-SB
         Registration Statement No. 0-021994  dated  August 6, 1993 and
         incorporated herein by reference).
</TABLE>

                                                  
(b)      Reports on Form 8-K

         No reports were filed on Form 8-K during the quarter ended December 31,
1996.


                                     2
<PAGE>

                                       EXHIBIT INDEX





   Exhibit No.      Description                       Location in Form 10-KSB/A


      10.1          Commercial Lease Agreement between
                        Registrant and Douglas Kaye
                           dated December 23, 1996           Page 4

                  

                                    3




<PAGE>


                        

                      COMMERCIAL LEASE AND DEPOSIT RECEIPT
RECEIVED FROM Glyko, Inc., A California Corporation,  hereinafter referred to as
LESSEE, the sum of $9,890.20(nine thousand eight hundred ninety and 20/100
dollars),  evidenced by a check, as a deposit which shall belong to Lessor and
shall be applied as follows: Rent for the period from 2/1/97 to 2/28/97
$9,890.20,  Security  deposit (not  applicable  toward last month's rent)
$9,890.20. TOTAL RECEIVED $19,780.40. In the event this Lessee is not accepted
by the Lessor within 5 days, the total deposit received will be refunded. Lessee
offers to lease from Lessor the premises situated in he City of Novato,County of
Marin, State of CA, described as 11 Pimental Ct.(6,116 sf office)and 13 Pimental
Ct.(5,336sf whse.) upon the following terms and conditions:  TERM: The term will
commence on February 1, 1997,and end on March 31, 2000. RENT: The rent will be
$9,890.20, payable as follows: $9,890.20 per month. All rents will be paid to 
Lessor,or his/her agent, at the  following  address: Mr. Douglas Kaye, 113
Terrace Avenue, Kentfield, CA  94904, or at  such  other  places  as may be
designated  by Lessor from time to time. In the event rent is not paid within 10
days after due date, Lessee agrees to pay a late charge of $200 plus interest at
18% per annum on the delinquent  amount.  Lessee further agrees to pay $25 for
each  dishonored bank check.  The late charge period is not a grace period,  and
Lessor is  entitled  to make  written  demand for any rent if not paid when due.
USE: The premises are to be used for the operation of Biomedical  Laboratory and
associated  office use, and for no other purpose,  without prior written consent
of Lessor.  Lessee will not commit any waste upon the premises,  or any nuisance
or act which may disturb the quiet enjoyment of any tenant in the building. USES
PROHIBITED:  Lessee will not use any portion of the premises for purposes  other
than  those  specified.  No use will be made or  permitted  to be made  upon the
premises, nor acts done, which will increase the existing rate of insurance upon
the property, or cause cancellation of insurance policies covering the property.
Lessee  will  not  conduct  or  permit  any  sale by  auction  on the  premises.
ASSIGNMENT  AND  SUBLETTING:  Lessee  will not  assign  this Lease or sublet any
portion of the premises without prior written consent of the Lessor,  which will
not be unreasonably  withheld. Any such assignment or subletting without consent
will be void and,  at the  option of the  Lessor,  will  terminate  this  Lease.
ORDINANCES AND STATUTES: Lessee will comply with all statutes,  ordinances,  and
requirements  of all municipal,  state and federal  authorities now in force, or
which may later be in force, regarding the use of the premises. The commencement
or pendency of any state or federal court abatement proceeding affecting the use
of the  premises  will,  at the option of the lessor,  be deemed a breach of the
Lease. MAINTENANCE,  REPAIRS,  ALTERATIONS:  Unless otherwise indicated,  Lessee
acknowledges  that the premises are in good order and repair.  Lessee shall,  at
his/her  own  expense,  maintain  the  premises  in a good and  safe  condition,
including  plate  glass,   electrical  wiring,  plumbing  and  heating  and  air
conditioning installations, and any other system or equipment. The premises will
be  surrendered,  at termination of the Lease, in as good condition as received,
normal  wear and tear  excepted.  Lessee  will be  responsible  for all  repairs
required,  except the  following  which  will be  maintained  by  Lessor:  roof,
exterior walls,  structural  foundations (including any retrofitting required by
governmental  authorities)  and:  Parking  lot and  driveways.  Lessor will also
maintain in good condition the landscaping  subject to 100%  reimbursement  from
Lessee.  No  improvement  or alteration of the premises will be made without the
prior written consent of the Lessor.  Prior the  commencement of any substantial
repair,  improvement,  or  alteration,  Lessee will give lessor at least two (2)
days written notice in order that Lessor may post  appropriate  notices to avoid
any  liability  for liens.  ENTRY AND  INSPECTION:  Lessee will permit Lessor or
Lessor's  agents to enter the premises at reasonable  times and upon  reasonable
notice for the purpose of inspecting the premises,  and will permit  Lessor,  at
any time within sixty (60) days prior to the  expiration of the Lease,  to place
upon the premises any usual "For Lease" signs,  and permit  persons  desiring to
lease the premises to inspect the premises at reasonable times.  INDEMNIFICATION
OF LESSOR:  Lessor will not be liable for any damage or injury to Lessee, or any
other person,  or to any property,  occurring on the premises.  Lessee agrees to
hold Lessor  harmless from any claims for damages arising out of Lessee's use of
the  premises,  and to  indemnify  Lessor for any expense  incurred by lessor in
defending any such claims. POSSESSION: If Lessor is unable to deliver possession
of the premises at the  commencement  date set forth  above,  Lessor will not be
liable  for any  damage  caused by the  delay,  nor will  this  Lease be void or
voidable,  but  Lessee  will not be  liable  for any rent  until  possession  is
delivered. Lessee may terminate this Lease if possession is not delivered within
30 days of the  commencement  term in item 1.  LESSEE'S  INSURANCE:  Lessee,  at
his/her expense will maintain plate glass, public liability, and property damage
insurance  insuring  Lessee and lessor with  minimum  coverage as follows:
$1,000,000 per occurence
Lessee will provide  Lessor with a Certificate  of Insurance  showing  Lessor as
additional  insured.  The policy will require ten (10) day's  written  notice to
Lessor prior to cancellation or material change of coverage. LESSOR'S INSURANCE:
Lessor will maintain hazard insurance covering one hundred percent (100%) actual
cash value of the  improvements  throughout the Lease term.  Lessor's  insurance
will not insure Lessee's personal  property,  leasehold  improvements,  or trade
fixtures.  SUBROGATION:  To the maximum extent  permitted by insurance  policies
which may be owned by the parties, Lessor and Lessee waive any and all rights of
subrogation  which might otherwise exist.  UTILITIES:  Lessee agrees that he/she
will be responsible  for the payment of all  utilities,  including  water,  gas,
electricity,  heat and other services delivered to the premises.  SIGNS:  Lessee
will not place,  maintain,  nor permit any sign or awning on any exterior  door,
wall, or window of the premises  without the express  written consent of Lessor,
which will not be unreasonably  withheld.  ABANDONMENT OF PREMISES:  Lessee will
not vacate or abandon the premises at any time during the term of this Lease. If
Lessee does abandon or vacate the  premises,  or is  dispossessed  by process of
law,  or  otherwise,  any  personal  property  belonging  to Lessee  left on the
premises will be deemed to be abandoned, at the option of Lessor.  CONDEMNATION:
If any part of the  premises is  condemned  for public use,  and a part  remains
which is  susceptible  of occupation by Lessee,  this Lease will, as to the part
taken,  terminate as of the date the condemnor acquires possession.  Lessee will
be required to pay such


<PAGE>


                          
 proportion  of the rent for the  remaining  term as the  value of the  premises
remaining bears to the total value of the premises at the date of  condemnation;
provided, however, that Lessor may at his/her option, terminate this Lease as of
the date the condemnor acquires  possession.  In the event that the premises are
condemned in whole,  or the remainder is not  susceptible for use by the Lessee,
this Lease will  terminate  upon the date which the Lessee  will be  entitled to
retain  any amount  awarded to him/her  for  his/her  trade  fixtures  or moving
expenses.  TRADE FIXTURES:  Any and all improvements made to the premises during
the term will belong to the Lessor,  except trade fixtures of the Lessee. Lessee
may, upon termination,  remove all his/her trade fixtures,  but will pay for all
costs necessary to repair any damage to the premises  occasioned by the removal.
DESTRUCTION OF PREMISES:  In the event of a partial  destruction of the premises
during the term,  from any cause,  Lessor  will  promptly  repair the  premises,
provided that such repairs can be reasonably  made within sixty (60) days.  Such
partial  destruction  will not terminate this Lease,  except that Lessee will be
entitled to a proportionate reduction of rent while such repairs are being made,
based upon the extent to which the making of such  repairs  interferes  with the
business of Lessee on the premises.  If the repairs  cannot be made within sixty
(60) days,  This Lease may be terminated at the option of either party by giving
written  notice to the other party  within the sixty (60) day period.  HAZARDOUS
MATERIALS:  Lessee will not use, store,  or dispose of any hazardous  substances
upon the  premises,  except  the use and  storage  of such  substances  that are
customarily  used  in  Lessee's  business,   and  are  in  compliance  with  all
environmental laws. Hazardous substances means any hazardous waste, substance or
toxic materials regulated under any environmental laws or regulations applicable
to the property. Lessee will be responsible for the cost of removal of any toxic
contamination cased by lessee's use of the premises. INSOLVENCY: The appointment
of a receiver,  an assignment for the benefits of creditors,  or the filing of a
petition in bankruptcy  by or against  Lessee,  will  constitute a breach of the
Lease by  Lessee.  DEFAULT:  In the event of any breach of this Lease by Lessee,
Lessor may, at his/her option,  terminate the Lease and recover from Lessee: (a)
the worth at the time of award of the unpaid  rent which had been  earned at the
time of  termination;  (b) the worth at the time of award of the amount by which
the unpaid rent which would have been earned after termination until the time of
the award  exceeds the amount of such rental loss that the Lessee  proves  could
have  been  reasonably  avoided:  (C) the  worth at the time of the award of the
amount by which the  unpaid  rent for the  balance of the term after the time of
award  exceeds the amount of such rental  loss that the Lessee  proves  could be
reasonably avoided:  and (d) any other amount necessary to compensate Lessor for
all the detriment  proximately caused by the Lessee's failure to perform his/her
obligations  under the Lease or which in the ordinary  course of things would be
likely to result therefrom.
         Lessor may, in the alternative,  continue this Lease in effect, as long
as Lessor  does not  terminate  Lessee's  right to  possession,  and  Lessor may
enforce all of Lessor's rights and remedies under the Lease, including the right
to recover the rent as it becomes  due under the Lease.  If said breach of Lease
continues, Lessor may, at any time thereafter, elect to terminate the Lease.
         These  provisions  will not limit any other  rights or  remedies  which
Lessor may have.
SECURITY: The security deposit will secure the performance of the Lessee's
obligations.  Lessor may, but will not be obligated to, apply all or portions
of the deposit on account of Lessee's obligations.  Any balance remaining upon 
termination will be returned to Lessee.  Lessee
will not have the right to apply the  security  deposit  in  payment of the last
month's  rent.  DEPOSIT  REFUNDS:  The balance of all deposits  will be refunded
within three weeks (or as otherwise  required by law),  from date  possession is
delivered  to lessor or his/her  authorized  agent,  together  with a  statement
showing any charges made against the deposits by Lessor.  ATTORNEY  FEES: In any
action or proceeding  involving a dispute  between Lessor and Lessee arising out
of the Lease, the prevailing party will be entitled to reasonable attorney fees.
WAIVER:  No failure of Lessor to enforce any term of the Lease will be deemed to
be a waiver.  NOTICES: Any notice which either party may or is required to give,
will be given by mailing the notice, postage prepaid, to Lessee at the premises,
or to Lessor at the address  shown in Item 2, or at such other  places as may be
designated in writing by the parties from time to time. Notice will be effective
five  days  after  mailing,  or  on  personal  delivery,   or  when  receipt  is
acknowledged in writing.  HOLDING OVER: Any holding over after the expiration of
this Lease, with the consent of the Owner, will be a month-to-month tenancy at a
monthly rent of $12,000, payable in advance and otherwise subject to the terms
of this Lease, as applicable, until either party will  terminate  the tenancy by
giving the other party thirty (30) days  written  notice.  TIME:  Time is of the
essence of the Lease. HEIRS, ASSIGNS, SUCCESSORS: This Lease is binding upon and
inures to the benefit of the heirs,  assigns, and successors of the parties. TAX
INCREASE:  In the event there is any increase during any year of the term of the
Lease in real estate taxes over and above the amount of such taxes  assessed for
the tax year during  which the term of the Lease  commences,  Lessee will pay to
Lessor  an  amount  equal to 100% of the  increase  in  taxes  upon the land and
building in which the leased premises are situated. In the event that such taxes
are  assessed  for a tax  year  extending  beyond  the  term of the  Lease,  the
obligation of Lessee will be prorated.  Lessee will not be  responsible  for any
tax increase  occasioned solely by a sale or transfer of the premises by Lessor.
COST OF  LIVING  INCREASE:  The  rent  provided  for in Item 2 will bi  adjusted
effective upon the first day of the month  immediately  following the expiration
of 12 months from date of  commencement  of the term, and upon the expiration of
each 12 months thereafter, in accordance with changes in the U.S. Consumer Price
Index for All Urban Consumers  (1982-84=100)  ("CPI").  The monthly rent will be
increased to an amount equal to the monthly rent set forth in Item 2, multiplied
by a fraction the  numerator of which is the CPI for the second  calendar  month
immediately  preceding the adjustment  date, and the denominator or which is the
CPA for the second calendar month preceding the  commencement of the Lease term;
provided,  however,  that the monthly  rent will not be less than the amount set
forth in Item 2. AMERICANS WITH DISABILITIES ACT: The parties are alerted to the
existence of the  Americans  With  Disabilities  Act,  which may require  costly
structural modifications. The parties are advised to consult with a professional
familiar with the requirements of the Act. LESSOR'S LIABILITY: In the event of a
transfer of Lessor's  title or interest to the  property  during the term of the
Lease,  Lessee  agrees  that  the  grantee  of such  title or  interest  will be
substituted  as the Lessor  under this Lease,  and the  original  Lessor will be
released  of  all  further  liability;  provided,  that  all  deposits  will  be
transferred to the grantee.


<PAGE>

                    

ESTOPPEL CERTIFICATE:
         (a)  On ten (10) days prior  written  notice from  Lessor,  Lessee will
              execute,  acknowledge,  and  deliver  to  Lessor  a  statement  in
              writing:  (1) certifying that this Lease is unmodified and in full
              force and effect  (or,  if  modified,  stating  the nature of such
              modification and certifying that this Lease, as so modified, is in
              full force and effect),  the amount of any security  deposit,  and
              the date to which the rent and other  charges are paid in advance,
              if any;  and (2)  acknowledging  that there are not,  to  Lessee's
              knowledge,  any  uncured  defaults  on  the  part  of  Lessor,  or
              specifying  such defaults if any are claimed.  Any such  statement
              may be  conclusively  relied  upon  by any  prospective  buyer  or
              encumbrancer of the premises.
         (b)  At Lessor's  option,  Lessee's  failure to deliver such  statement
              within  such time will be a material  breach of this Lease or will
              be  conclusive  upon Lessee;  (1) that this Lease is in full force
              and effect,  without  modification except as may be represented by
              Lessor;  (2)  that  there  are no  uncured  defaults  in  Lessor's
              performance;  and (3) that not more than one month's rent has been
              paid in advance.
         (c)  If Lessor desires to finance,  refinance, or sell the premises, or
              any part therof,  Lessee  agrees to deliver to any lender or buyer
              designated by Lessor such financial statements of Lessee as may be
              reasonably  required  by  such  lender  or  buyer.  All  financial
              statements  will be  received by the Lessor or the lender or buyer
              in confidence and will be used only for the purposes set forth.
ENTIRE AGREEMENT: The foregoing constitutes the entire agreement between the 
parties and may be modified only in writing signed by all
parties.  The following exhibits are a part of this Lease:
         Addendum to Lease
         Brokerage Disclosures

LESSEE:  GLYKO, INC., A California Corporation
By:               /s/John C. Klock
Its:              President
Date:             12/23/96

LESSOR:  Douglas R. Kaye
By:               /s/Douglas R. Kaye
Date:             12/23/96



<PAGE>


                        

                                ADDENDUM TO LEASE
                                  BY & BETWEEN
                             DOUGLAS R. KAYE, LESSOR
                                       AND
                               GLYKO, INC., LESSEE
                            DATED: DECEMBER 20, 1996

1.    Heating, Ventilating and Air Conditioning (HVAC)
     Pursuant to section 7 of the lease Lessee shall be  responsible to maintain
     and repair  the HVAC  system in the  Premises  pursuant  to  manufacturer's
     recommended  maintenance  schedule.  In the event the HVAC  compressors  or
     exchangers  need to be  repaired or  replaced  not due to Lessee's  lack of
     regularly scheduled HVAC maintenance,  as described herein, Lessor shall be
     responsible to repair or replace the  compressors or exchangers at Lessor's
     sole cost and expense. In the event the HVAC compressors or exchangers need
     to be repaired or replaced and Lessee has not been maintaining or repairing
     the HVAC system as described herein, or Lessee has modified the HVAC system
     without Lessor's consent,  Lessee shall be solely  responsible to repair or
     replace the  compressors  or exchangers as required,  at Lessee's sole cost
     and expense.

     Upon the commencement date of this lease,  Lessor represents to Lessee that
     the building systems, including the HVAC, electrical,  plumbing,  lighting,
     and structural elements of the building, are in good condition and repair.

     Additionally, Lessor shall repair the warehouse roof on or before the lease
     commencement date at Lessor's sole cost and expense.

2.   Letter of Credit
     This lease  agreement is  absolutely  subject to the Lessee  providing  the
     Lessor within 15 days of lease execution,  a Letter of Credit in the amount
     of $29,670.60  naming  the  lessor  beneficiary  of the Letter of Credit 
     if Lessee defaults under the terms and conditions of this lease agreement.
     So long that Lessee has not been in default  under any of the terms and
     conditions of the lease the Letter of Credit  will be reduced to $19,780 
     at the end of the second year of the lease term.  The Letter of Credit  
     shall expire upon the expiration of the lease term so long as Lessee has
     not been in default under the terms and conditions of this lease.

     Upon execution of this lease agreement,  Lessee shall deposit with Lessor a
     Security  Deposit of $9,890.20. Upon  issuance of Letter of Credit, 
     Lessor shall return the Security deposit to Lessee.

3.   Trailer
     Lessee  shall have the right to park a 10" x 20" trailer at the rear of the
     parking lot fo storage of non-hazardous materials subject to the following:
     The trailer shall conform with all codes and regulations, shall be a mobile
     trailer not attached to the Premises  and Lessee shall be  responsible  for
     any taxes,  fees or fines  relating to Lessee's  use and  occupancy  of the
     trailer.

4.    Consumer Price Index
     Pursuant to section 32 of the lease  agreement in no event shall the annual
     Consumer Price Index rental adjustment exceed 5% per adjustment period.

5.    Access to Premises
     Upon  execution  of this lease Lessee shall have access to the Premises for
     inspecting  the  Premises  with  its  contractor,  and for  installing  its
     telephone and computer system, and for construction of tenant  improvements
     in warehouse only.

6.    Subleases
     Lessee  shall have the right,  and Lessor  consents  hereto,  to sublease a
     portion of the Premises to Marin Head Start, and to BioMarin Pharmaceutical
     Inc.

7.   Free Rent
     So long as Lessee is not in default of any obligation of this lease, Lessee
     shall have the socond (2nd) and thirteenth  (13th) months of the lease term
     rent free.


LESSOR:   DOUGLAS R. KAYE       LESSEE:  GLYKO, INC., A CALIFORNIA CORPORATION


BY:       \s\Douglas R. Kaye    BY:      \s\John C. Klock

                                ITS:     President

DATE:   12/23/96                DATE:    12/23/96


<PAGE>



                        


PROPERTY:         11 & 13 Pimental Court, Novato, CA

HAZARDOUS  MATERIALS WARNING:  Current and future federal,  state and local laws
and regulations may require the clean-up of such toxic, hazardous or undesirable
materials  at the expense of those  persons  who in the past,  present or future
have had any interest in the Property  including,  but not limited to,  current,
past and future owners and users of the Property.  Lessor and Lessee are advised
to consult with  independent  legal counsel of their choice or other expers,  to
determine their potential liability.

AMERICANS WITH DISABILITIES ACT: On July 26, 1991, the federal legislation known
as the Americans with Disabilities Act (ADA) was signed into law. The purpose of
the ADA is to integrate  persons with  disabilities into the economic and social
mainstream  of  American  life.  Title III of the ADA applies to  landlords  and
tenants of "places of public  accommodation"  and "commercial  facilities,"  and
requires  that places of public  accommodation  undertake  "readily  achievable"
removal of communication  and access barriers to the disables.  This requirement
of Title III of the ADA is effective  January 26, 1992. Lessor and Lessee should
seek expert  advice  regarding  the  implications  of the Act as it affects this
agreement.

LIABILITY  RELEASE:  Meridian Commercial, Inc., and its salespeople in this
transaction  have no expertise  regarding hazardous materials or the Americans
with Disabilities Act. Lessor and Lessee agree that they shall indemnify and
hold  Meridian Commerical, Inc. and its salespeople harmless from any claim,  
liability,  or expense regarding hazardous materials or the ADA.

BROKER REPRESENTATION:  Meridian Commercial, Inc. is the real estate broker for
the Lessor and the Lessee, and both parties consent hereto.

LESSOR:  Douglas R. Kaye                    LESSEE:  Glyko, Inc.

By:     \s\Douglas R. Kaye                  By:      \s\John C. Klock

                                            Title:   President

Date:   12/23/96                            Date:    12/23/96


<PAGE>

                               SIGNATURES

         Pursuant  to the  requirements  of Section 13 or 15(d) of the  Exchange
Act,  the  registrant  caused  this  Report to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.
                                                    GLYKO BIOMEDICAL LTD.

Dated: June 17, 1997                                By:  \s\ John C. Klock, M.D.
---------------------------------------             ----------------------------
                                                    John C. Klock, M.D.
                                                    President and
                                                    Chief Executive Officer