EFiled: Mar 27 2024 12:01PM EDT Transaction ID 72616079 Case No. Multi-Case IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ELAINE WANG, derivatively on : behalf of BIOMARIN : PHARMACEUTICAL INC., : : C.A. No. 2023-005

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

STIPULATION OF COMPROMISE AND SETTLEMENT

This Stipulation of Compromise and Settlement (the Stipulation ) is made and entered into as of February 8, 2024, between and

among: (a) plaintiffs Elaine Wang ( Wang ) and Bill Tsantes ( Tsantes and collectively with Wang, Plaintiffs ), on behalf of nominal defendant BioMarin Pharmaceuticals Inc. ( BioMarin or the

Company ), in the above-captioned stockholder derivative actions (the Derivative Actions ), (b) individual defendants Jean-Jacques Bienaim

( Bienaim ), Elizabeth McKee Anderson, Willard Dere, Elaine J. Heron, Robert Hombach,

Bryan Lawlis, Richard A. Meier, David E. I. Pyott, Dennis J. Slamon, Michael Grey, Mark J. Alles, Maykin Ho, and Henry J. Fuchs ( Fuchs ) (the Individual Defendants ), and (c) nominal defendant BioMarin (together with the

Individual Defendants, the Defendants, and collectively with Plaintiffs, the Parties and each a Party ). This Stipulation sets for the terms of and conditions of the settlement of the Derivative Actions (the

Settlement ), subject to the approval of the Court of Chancery of the State of Delaware (the Court ), and is intended to fully, finally, and forever compromise, discharge, resolve, release and settle the Released Claims (as

defined in paragraph 1.10 below).

SUMMARY OF THE PROCEEDINGS

A. Plaintiffs in the Derivative Actions allege that the Individual Defendants breached their fiduciary duties to BioMarin, and engaged in

other wrongdoing, by, inter alia, failing to adequately exercise oversight over the Company to prevent the issuance of materially false and misleading statements concerning the Company s application to the United States Food and Drug

Administration (the FDA ) for approval of its Valrox gene therapy, and selling BioMarin stock at artificially inflated prices while in possession of material, non-public Company

B. On May 4, 2021, Tsantes, a BioMarin stockholder, served BioMarin with a demand for

the inspection of books and records pursuant to 8 Del. C. 220 ( 220 ) concerning potential wrongdoing in connection with various statements issued regarding Valrox. In response thereto, after BioMarin and Tsantes

negotiated the scope of a document production and entered into a confidentiality agreement, the Company produced 1,902 pages of internal, non-public Company documents to Tsantes, which counsel for Tsantes

reviewed and analyzed.

C. On March 14, 2022, Tsantes, through his counsel, served a pre-suit

litigation demand (the Litigation Demand ) on BioMarin s Board of Directors (the Board ), which included certain allegations based on the confidential 220 materials, demanding that the Board cause the Company to

file an action against defendants Bienaim and Fuchs for breach of fiduciary duty, contribution, and indemnification. The Litigation Demand also demanded that the Board commence an independent investigation in good faith into the events

regarding alleged breaches of fiduciary duties by other current and/or former officers and directors of the Company. The Litigation Demand further demanded that the Board cause BioMarin to enter into tolling agreements with each individual

implicated in the alleged wrongdoing to preserve the Company s claims during the pendency of the Board s investigation.

D. On April 25, 2022, Wang, a BioMarin stockholder, served BioMarin with a demand for

the inspection of books and records pursuant to 220. In response thereto, after BioMarin and Wang negotiated the scope of a document production and entered into a confidentiality agreement, the Company produced 1,248 pages of internal, non-public Company documents to Wang, which counsel for Wang reviewed and analyzed.

2022, the Company responded to Tsantes Litigation Demand, stating that the Board determined it was in the best interests of the Company to defer consideration of the Litigation Demand during the pendency of a related federal securities class

action, BioMarin Pharmaceutical Inc. Securities Litigation, 3:20-cv-06719-WHO (N.D. Cal.) (the Securities

F. On January 19, 2023, Wang filed a Confidential Verified Stockholder Derivative Complaint in the action

Wang v. Bienaim , et al., C.A. No. 2023-0058-NAC (the Wang Action ), putatively on behalf of the Company alleging, among other things, that the Individual Defendants breached

their fiduciary duties. Certain of the allegations in the Wang Action are based on the confidential 220 materials.

March 1, 2023, Defendants filed a motion to dismiss the complaint in the Wang Action (the Motion to Dismiss ) pursuant to Court of Chancery Rules 23.1 ( Rule 23.1 ), 12(b)(1), and 12(b)(6).

H. While the parties to the Wang Action were discussing a mutually agreeable briefing

schedule in connection with the Motion to Dismiss, the parties in the Securities Class Action reached a proposed settlement, and, on April 28, 2023, moved for preliminary approval of that settlement. The settlement of the Securities

Class Action provides for a cash payment of $39,000,000.00 to the settlement class.1

I. On June 2, 2023, Tsantes filed a Confidential Verified Stockholder Derivative Complaint in the action Tsantes v. Bienaim ,

et al., C.A. No. 2023-0569-NAC (the Tsantes Action ), on behalf of the Company alleging, among other things, that the Individual Defendants breached their fiduciary duties. Certain of the

allegations in the Tsantes Action are based on the confidential 220 materials.

J. Shortly thereafter, Plaintiffs agreed to

work cooperatively to attempt to negotiate a resolution of the claims asserted in the Derivative Actions and, in or about July 2023, commenced negotiations with Defendants.

K. The negotiations between the Parties continued for several months and, in October 2023, the Parties agreed to schedule a mediation with

Michelle Yoshida, Esq. ( Ms. Yoshida or the Mediator ) of Phillips ADR Enterprises ( PADRE ) to take place on November 9, 2023. Ms. Yoshida served as the mediator in connection with the Securities

Class Action settlement.

L. The Parties continued negotiations regarding the substantive terms of the Settlement and,

on November 6, 2023, reached an agreement-in-principle regarding those terms.

M. Ms. Yoshida was provided with the substantive terms of the Settlement by the Parties and, on November 9, 2023, conducted a full

day mediation session (the Mediation ) with the Parties concerning the amount of attorneys fees and expenses to be paid to Plaintiffs Counsel (defined herein) in consideration of the substantial benefits achieved for the

Company and its current stockholders through the filing, litigation, and settlement of the Derivative Actions. By the conclusion of the Mediation, the Parties had reached an impasse and the Mediation session ended with no agreement reached by the

N. On November 10, 2023, Ms. Yoshida issued a double-blind mediator s recommendation to the Parties (the

Mediator s Proposal ). The Mediator s Proposal recommended the payment of $1,250,000.00 in attorneys fees and expenses to Plaintiffs Counsel, subject to approval by the Court. The Parties accepted the Mediator s

Proposal on November 10, 2023.

O. The Parties agree that Plaintiffs commenced and pursued the Derivative Actions in good

faith, including the Litigation Demand and Plaintiffs pre-litigation inspection demand efforts. Plaintiffs maintain that entry by Plaintiffs into this Stipulation is not an admission as to the lack of

any merit of any claims asserted by Plaintiffs in the Derivative Actions.

JJ. Defendants have denied, and continue to deny, that they

committed any breach of duty, violated any law, or engaged in any wrongdoing, expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties, to the extent such duties exist, and further believe that

the Derivative Actions are without merit. Defendants are entering into this Stipulation to eliminate the uncertainty, burden and expense of further protracted litigation. This Stipulation shall in no event be construed or deemed to be evidence of or

an admission or concession on the part of any of the Defendants, with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that Defendants have, or could have, asserted in

the Derivative Actions. Defendants expressly deny that Plaintiffs have asserted any valid claims as to any of them, and expressly deny any and all allegations of fault, liability, wrongdoing or damages whatsoever.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, BY AND AMONG THE PARTIES TO THIS STIPULATION, subject to the approval of the Court

pursuant to Rule 23.1, that the Derivative Actions shall be fully and finally compromised and settled, that the Released Claims shall be released by the

Releasing Parties (as defined in paragraph 1.14 below) as against the Released Parties (as defined in

paragraph 1.12 below), and that the Derivative Actions shall be dismissed with prejudice, upon and subject to the following terms and conditions, and further subject to the approval of the Court:

to the terms defined elsewhere in this Stipulation, the following terms have the meanings specified below:

Applicable BioMarin Stockholders means any and all individuals or entities who held of record, or beneficially owned, directly or indirectly, common stock of BioMarin as of the close of business on the date the Court enters the

Scheduling Order (as defined in paragraph 13 below), excluding the Individual Defendants, the officers and directors of BioMarin, members of their immediate families, and their legal representatives, heirs, successors, or assigns, and any entity in

which the Individual Defendants have or had a controlling interest.

1.2 Corporate Governance Reforms means the

corporate governance reforms set forth in Exhibit A attached to this Stipulation.

1.3 Defendants Released Claims means any and all claims, demands,

rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys fees, actions, potential actions, causes of action, suits, judgments, defenses, counterclaims, offsets, decrees,

matters, issues and controversies of any kind, nature or description whatsoever, whether known or unknown, including Unknown Claims, that Plaintiffs asserted or could have asserted on behalf of nominal defendant BioMarin in the Derivative Actions or

in any other court, tribunal, forum or proceeding, whether based on state, federal, local, foreign, statutory, regulatory, common or other law or rule, and which are based upon, arise out of, or relate in any way to, or involve, directly or

indirectly, (a) the actions, inactions, deliberations, disclosures, discussions, decisions, votes, or any other conduct of any kind by any of the Released Defendant Parties (as defined below in paragraph 1.11), relating in any way to any facts,

matters, events, circumstances, claims, or allegations alleged or that could have been alleged in the Derivative Actions, or (b) the institution, commencement, prosecution, defense, mediation, or settlement of the Derivative Actions.

1.4 Defendants Releasing Parties means Defendants and their respective agents, spouses, heirs, predecessors,

successors, transferors, transferees, personal representatives, representatives and assigns.

1.5 Derivative Actions

means, collectively, the Wang Action and the Tsantes Action, as captioned above.

1.6 Final Approval means the later of (a) the expiration of the time

for the filing or noticing of an appeal or motion for reargument or rehearing from the Court s Order and Final Judgment (as defined below in paragraph 17) approving the Settlement; (b) the date of final affirmance of the Court s Order

and Final Judgment on any appeal or reargument or rehearing; or (c) the final dismissal of any appeal.

Plaintiffs Counsel means Rigrodsky Law, P.A., deLeeuw Law LLC, Shuman, Glenn & Stecker, and Pomerantz LLP.

1.8 Plaintiffs Released Claims means all claims and causes of action of every nature and description, whether known

or unknown, whether arising under federal, state, common or foreign law, including Unknown Claims, that arise out of or relate in any way to Released Plaintiff Parties (as defined below in paragraph 1.13) institution, prosecution, or

settlement of the Derivative Actions.

1.9 Plaintiffs Releasing Parties means Plaintiffs, BioMarin, and all

Applicable BioMarin Stockholders, whether acting directly, representatively, or derivatively on behalf of BioMarin, and their respective agents, spouses, heirs, predecessors, successors, transferors, transferees, personal representatives,

representatives and assigns.

1.10 Released Claim(s) means Plaintiffs Released Claims and Defendants

Released Claims; provided, however, for the avoidance of doubt, that Released Claims shall not include any claims relating to the enforcement of this Stipulation or Settlement or any claims by BioMarin or the Individual Defendants for

insurance coverage or any claims by the Individual Defendants for indemnification or advancement.

1.11 Released Defendant Parties means all Defendants in the Derivative

Actions, and any and all of their and BioMarin s respective current or former agents, parents, controlling persons, general or limited partners, members, managers, managing members, direct or indirect equity holders, subsidiaries, affiliates,

employees, officers, directors, predecessors, successors, attorneys, heirs, assigns, insurers, reinsurers, consultants, and other representatives, servants and related persons, in their capacities as such.

1.12 Released Party or Released Parties means each and all of the Released Plaintiff Parties and the Released

1.13 Released Plaintiff Parties means Plaintiffs and Plaintiffs Counsel and each of their

respective agents, assigns, and related persons.

1.14 Releasing Parties means Plaintiffs Releasing Parties and