Exhibit 4.2 COMMON STOCK COMMON STOCK [LOGO OF BIOMARIN PHARMACEUTICAL] NUMBER SHARES BMN THIS CERTIFICATE IS INCORPORATED UNDER THE LAWS SEE REVERSE FOR TRANSFERABLE IN NEW OF THE STATE OF DELAWARE CERTAIN DEFINITIONS YORK, NY OR RIDGEFIELD PARK, NJ CUSIP 09061G 10 1 THIS CERTIFIES THAT is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF BIOMARIN PHARMACEUTICAL INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated /s/ John C. Klock /s/ Grant W. Denison, Jr. PRESIDENT CHIEF EXECUTIVE OFFICER BIOMARIN PHARMACEUTICAL Corporate SEAL Oct. 25, 1996 Delaware COUNTERSIGNED AND REGISTERED: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE BIOMARIN PHARMACEUTICAL INC. A statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Secretary of the Corporation at the principal office of the Corporation. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - .............Custodian........................ TEN ENT as tenants by the entireties (Cust) (Minor) JT TEN as joint tenants with right under Uniform Gifts to Minors Act................................. of survivorship and not as (State) tenants in common COM PROP- as community property UNIF TRF MIN ACT - ................. Custodian(until age.......) (Cust) ............................ under Uniform Transfers to (Minor) Minors Act ....................................................... (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED,_______________________hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE --------------------------------------- | | --------------------------------------- ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________________________________Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated____________________ X______________________________ X______________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By_______________________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.