As filed with the Securities and Exchange Commission on November 2, 2023

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BIOMARIN PHARMACEUTICAL INC.

(Exact name of registrant as specified in its charter)

Delaware	68-0397820
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

770 Lindaro Street

San Rafael, CA 94901

(Address of principal executive offices) (Zip code)

BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as Amended April 3, 2023

(Full title of the plan)

G. Eric Davis

Executive Vice President, Chief Legal Officer and Secretary

BioMarin Pharmaceutical Inc.

770 Lindaro Street

San Rafael, California 94901

(415) 506-6700

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Jodie Bourdet

Siana E. Lowrey

Cooley LLP

3 Embarcadero Center

20th Floor

San Francisco, CA 94111-4004

(415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On May 23, 2023, the Registrant’s stockholders approved an amendment to the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended (the “2017 Plan”) to increase the number of shares of Common Stock reserved for issuance under the 2017 Plan by 14,000,000 shares. Accordingly, this Registration Statement is being filed with the Commission to register an additional 14,000,000 shares of Common Stock for future issuance under the 2017 Plan. These additional shares of Registrant’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on June 13, 2017 (File No.  333-218695) and subsequent Registration Statements on Form S-8 were filed with the Commission on October 16, 2019 (File No. 333-234231) and on February 17, 2022 (File No. 333-262824) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.

PART II

ITEM 8. EXHIBITS

Exhibit Number
4.1	Restated Certificate of Incorporation of BioMarin Pharmaceutical Inc., previously filed with the Commission on June  12, 2017 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.
4.2	Amended and Restated Bylaws of BioMarin Pharmaceutical Inc., previously filed with the Commission on December  21, 2022 as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.
5.1*	Opinion of Cooley LLP.
23.1*	Consent of KPMG LLP, independent registered public accounting firm.
23.2*	Consent of Cooley (included in Exhibit 5.1 to this Registration Statement on Form S-8).
24.1*	Power of Attorney (included on the signature page of this Registration Statement on Form S-8).
99.1	BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended on April  3, 2023, previously filed with the Commission on August 2, 2023 as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June  30, 2023, which is incorporated herein by reference.
107*	Filing Fee Table.

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Rafael, State of California, on November 2, 2023.

BIOMARIN PHARMACEUTICAL INC.
By:	/s/ Brian R. Mueller
Brian R. Mueller Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jean-Jacques Bienaimé and Brian R. Mueller, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jean-Jacques Bienaimé Jean-Jacques Bienaimé	Chairman and Chief Executive Officer (Principal Executive Officer)	November 2, 2023
/s/ Brian R. Mueller Brian R. Mueller	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 2, 2023
/s/ Erin Burkhart Erin Burkhart	Group Vice President, Chief Accounting Officer (Principal Accounting Officer)	November 2, 2023
/s/ Mark J. Alles Mark J. Alles	Director	November 2, 2023
/s/ Elizabeth McKee Anderson Elizabeth McKee Anderson	Director	November 2, 2023
/s/ Willard H. Dere Willard H. Dere	Director	November 2, 2023

/s/ Elaine J. Heron Elaine J. Heron	Director	November 2, 2023
/s/ Maykin Ho Maykin Ho	Director	November 2, 2023
/s/ Robert J. Hombach Robert J. Hombach	Director	November 2, 2023
/s/ V. Bryan Lawlis V. Bryan Lawlis	Director	November 2, 2023
/s/ Richard A. Meier Richard A. Meier	Lead Independent Director	November 2, 2023
/s/ David Pyott David Pyott	Director	November 2, 2023
/s/ Dennis J. Slamon Dennis J. Slamon	Director	November 2, 2023