Employment Agreement

EXHIBIT 10.12

[LOGO OF BIOMARIN PHARMACEUTICAL, INC.]





May 29, 1998





Stuart J. Swiedler, MD, PhD 6012 Auburn Avenue Oakland CA 94618



VIA FEDERAL EXPRESS (LOCAL PHONE 510 655 6309) - ----------------------------------------------



Dear Stuart:



I am pleased to offer you the position of Vice President for Scientific and Clinical Affairs at BioMarin Pharmaceutical, Inc. Contingent on approval at the next Board of Director's meeting you will be an officer of the Company, and you will be reporting directly to me. Your duties will include being responsible for the Company's pre-clinical drug development program as well as supporting and supervising various aspects of the Company's human clinical trials and regulatory activities. This effort by you may also include some assistance in the areas of sales and marketing, manufacturing and business development activities. Your duties will also include data, budget and financial analysis, report writing, and administrative assistance as a member of the management team.



Your salary will be $150,000 per year ($12,500.00 per month). Although a performance bonus cannot be guaranteed at this time, it has been the policy of the company to offer such bonuses to its officers depending on the overall performance of the Company and the Company's financial condition. Such bonuses have been in the form of cash or stock options which are customarily 10-15% of salary. In addition the Company will pay for reasonable education expenses to maintain your medical license.



Your employment may be terminated at any time by BioMarin without cause upon six months' notice to you and by you upon three months' notice to BioMarin's Board of Directors. If your employment is terminated under the provisions of this paragraph, BioMarin shall determine in its sole discretion whether you shall continue to discharge your duties as BioMarin's General Manager. In any case, you shall be entitled to compensation and benefits as provided in this letter until the effective date of your termination.







11 Pimentel Court Novato CA 94949 Phone 415 382 3535 Fax 415 382 7889 If, within twelve months of this letter, your employment terminates for "Cause" (as defined herein), you shall not be entitled to compensation and benefits as provided in this letter. "Cause" is defined as (i) an act of personal dishonesty taken by you in connection with your responsibilities as an employee and intended to result in your personal enrichment, (ii) your conviction of, plea of

nolo contendere to, a felony, (iii) a willful act by you which constitutes gross - ---------------- misconduct and which is injurious to the Company, and (iv) following delivery to you of a written demand for performance from the Company which describes the basis for the Company's belief that you have not substantially performed your duties, continued violations by you of your obligations to the Company. The notice of termination under the provisions of this paragraph shall state the grounds for termination and state all relevant facts supporting the grounds.



If you, in the opinion of a licensed medical doctor, become mentally or physically incapacitated to the extent that you are unable to discharge your employment duties for a period of six months or more, BioMarin shall continue to provide you, for a period ending six months from the determination of incapacity with the compensation as set out in this letter. If you die during the term of your employment, BioMarin shall continue to pay, for six months following your death, your compensation, as set out in this letter, to your surviving spouse, if there is one, or, if not, to the executor or administrator of your estate.



As a regular employee of BioMarin, Inc. you will accrue three weeks per year of paid vaca ...