exhibit 2. 2 securities purchase agreement among medicis pharmaceutical corporation, a delaware corporation, ascent pediatrics, inc., a delaware corporation, biomarin pharmaceutical inc., a delaware corporation and biomarin pediatrics inc., a delaware corporation dated as of may 18, 2004 table of contents option grant option exercise option exercise price option closing escrow for discovered liabilities alternative structure due organization ; no subsidiaries ; etc capitalization authority ; binding nature of agreements governmental and other authorizations non - contravention ; consents title to option shares ; acquisition transaction liabilities tax matters proceedings ; orders fraudulent transfers real property investment banking fees investment representations of medicis compliance with legal requirements due organization ; etc capitalization authority ; binding nature of agreements governmental and other authorizations non - contravention filings with the commission i table of contents ( continued ) liabilities compliance with legal requirements proceedings ; orders fraudulent transfers investment banking fees nasdaq listing compliance investment representations of biomarin absence of changes operation of medicis and ascent operation of biomarin and biomarin acquisition no disposition or encumbrance of option shares access and investigation notification noncompetition by medicis public announcements registration of shares additional tax matters update of “ knowledge ” definition confidentiality reasonable efforts ; filings and consents accuracy of representations consents and governmental approvals no restraints performance of obligations additional documents release ii table of contents ( continued ) accuracy of representations consents and governmental approvals no restraints performance of obligations additional documents ; payments termination events termination procedures effect of termination survival of representations and covenants indemnification by medicis indemnification by biomarin procedures relating to indemnification for third party claims other claims settlements no consequential or punitive damages further assurances fees and expenses ; investment banking fees attorneys ’ fees notices time of the essence headings counterparts governing law ; venue dispute resolution procedures successors and assigns ; parties in interest exclusive remedies ; specific performance waiver iii table of contents ( continued ) amendments severability entire agreement performance guarantee construction consistency no projection or financial forecast noncompetition by biomarin iv securities purchase agreement this securities purchase agreement is entered into as of may 18, 2004 ( the “ effective date ” ), by and among medicis pharmaceutical corporation, a delaware corporation ( “ medicis ” ), ascent pediatrics, inc., a delaware corporation ( “ ascent ” ), biomarin pharmaceutical inc., a delaware corporation ( “ biomar