EXHIBIT 4.5
FORM OF AGREEMENT BETWEEN GLYKO BIOMEDICAL OPTIONEES AND BIOMARIN
PHARMACEUTICAL INC.
EXHBIIT 4.5
BioMarin Pharmaceutical Inc.
September 25, 1998
To: Certain Holders of Options to Purchase Common Stock of Glyko Biomedical
Ltd.
As you know, Glyko Biomedical Ltd. ("Glyko Biomedical") intends to enter
into an Agreement (the "Agreement") with BioMarin Pharmaceutical Inc.
("BioMarin"), pursuant to which BioMarin will purchase all of the outstanding
capital stock of Glyko, Inc. from Glyko Biomedical (the "Acquisition").
In connection with this Acquisition, BioMarin will assume your outstanding
options to purchase shares of Common Stock of Glyko Biomedical ("Glyko
Biomedical Options"). Such Glyko Biomedical Options shall become options to
purchase shares of Common Stock of BioMarin rather than options to purchase
shares of Common Stock of Glyko Biomedical.
Each Glyko Biomedical Option to be assumed by BioMarin will continue to be
subject to the terms and conditions, including vesting, set forth in the Glyko
Biomedical Share Option Plan - 1994, except that: (i) references to the
"Company" in the Glyko Biomedical Share Option Plan - 1994 will become
references to BioMarin, and (ii) your Glyko Biomedical Options will become
options to purchase BioMarin Common Stock, with the exercise price of and number
of shares subject to your Glyko Biomedical Options adjusted as described below.
Number of Shares Subject to Glyko Biomedical Options
The number of shares of Common Stock of BioMarin subject to your Glyko
Biomedical Options has been determined by multiplying a Conversion Ratio (as
described in the next sentence) by the number of shares of Glyko Biomedical
Common Stock that are issuable upon exercise of your Glyko Biomedical Options as
of the date hereof, and rounding down to the nearest whole number. The
Conversion Ratio equals .4367, which is the quotient of the fair market value of
a share of Common Stock of Glyko Biomedical, $2.62, divided by the fair market
value of a share of Common Stock of BioMarin, $6.00.
September 25, 1998
Page 2
New Exercise Price of Glyko Biomedical Options
The per share exercise price for shares of BioMarin Common Stock issuable
upon exercise of assumed Glyko Biomedical Options has been adjusted by dividing
the per share exercise price of your Glyko Biomedical Options by the Conversion
Ratio.
Conversion of Your Option Grant
Please refer to the attached Exhibit A for details regarding the assumption
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of your outstanding Glyko Biomedical Options by BioMarin.
Acceptance of Assumption
If you have questions regarding the foregoing, please do not hesitate to
contact Bill Anderson at (415) 382-3538. After you have reviewed this letter,
please acknowledge your agreement to the assumption of your Glyko Biomedical
Options on the terms set forth herein by signing the enclosed copy of this
letter and returning it to the attention of Bill Anderson in the enclosed,
postage pre-paid envelope attached. Please keep a copy of this letter so that
you have a complete record of all the terms and provisions applicable to your
Glyko Biomedical Options as now assumed by BioMarin.
Very Truly Yours,
BioMarin Pharmaceutical Inc.
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Bill Anderson, Chief Financial Officer
Accepted and Agreed:
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Print Name:
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Date:
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PLEASE RETURN SIGNED ORIGINAL TO BILL ANDERSON NO LATER THAN SEPTEMBER 30, 1998.
September 25, 1998
Page 3
EXHIBIT A
Equivalent
Number of Number of
GBL Original 0.6658 BioMarin
Shares Exercise U.S. Dollars Shares
Effective Date of Subject to Price Number Number Option Subject to
Name of Optionee Date Grant Options (CS) Vested Unvested Total Exercise Price Options
- ---------------- --------- ------- ---------- -------- -------- -------- ------ --------------- -----------
Exercise US $
Price Exercise Expiry
Per Share Price Date
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