8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 23, 2006

LA JOLLA PHARMACEUTICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-24274
(Commission
File Number) 33-0361285
(IRS Employer
Identification No.)

6455 Nancy Ridge Drive
San Diego, California 92121
(Address of principal executive offices, including zip code)

(858) 452-6600
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 3.03 Material Modification to Rights of Security Holders.
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.1
EXHIBIT 4.1
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 10.5
EXHIBIT 10.6

Item 1.01 Entry into a Material Definitive Agreement.

      In connection with its periodic review of compensation practices, and in response to the new Section 409A of the Internal Revenue Code (“Section 409A”), the Company entered into Amended and Restated Employment Agreements with certain officers of the Company (the “Agreements”). The principal changes reflected in the Agreements are: (i) extending severance and health care benefits from nine months to twelve months; (ii) adding the necessary provisions to make the Agreements compliant with Section 409A; and (iii) providing for the immediate vesting of all stock options upon a change in control or termination without cause. Copies of the Agreements are attached hereto as Exhibits 10.1 through 10.6 and are incorporated herein by reference. The foregoing description of the changes to the Agreements is qualified in its entirety by reference to the Agreements themselves.

     The information set forth below under Item 3.03 regarding the amendment to the Rights Plan is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

     Effective March 1, 2006, the Company entered into an amendment (the “Amendment”) to its Rights Agreement, dated as of December 3, 1998 and amended on July 21, 2000 and December 14, 2005 (collectively, the “Rights Plan”), between the Company and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Under the Rights Plan, each share of the Company’s common stock has associated with it one common stock purchase right (a “Right”).

     A detailed description of the material terms of the Rights Plan, as amended, and the Rights is included in Item 1 of Post-Effective Amendment No. 3 to the Company’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on March 1, 2006.

     The Amendment amends the definition of “Acquiring Person” to allow Alejandro Gonzalez to invest up to a level of just under 19% beneficial ownership of the Company without triggering the Rights Plan. All other terms of the Rights Plan remain unchanged.

     A copy of the Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of the Rights Plan and the Amendment is qualified in its entirety by reference to those documents.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     Effective February 23, 2006, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Restated Certificate consolidates in one document, but does not amend, the amendments to the Amended and Restated Certificate of Incorporation of the Company previously filed with the State of Delaware on May 19, 2005, December 12, 2005 and December 21, 2005.

     A copy of the Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

     The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
3.1	Restated Certificate of Incorporation, filed February 23, 2006.
4.1	Amendment No. 3, effective March 1, 2006, to Rights Agreement dated December 3, 1998, as amended, by and between La Jolla Pharmaceutical Company and American Stock Transfer & Trust Company, including the Summary of Rights to be distributed to stockholders.
10.1	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Matthew D. Linnik, Ph.D.
10.2	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Bruce K. Bennett.
10.3	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Josefina T. Elchico.
10.4	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Paul C. Jenn, Ph.D.
10.5	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Theodora Reilly.
10.6	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Gail A. Sloan.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 1, 2006

LA JOLLA PHARMACEUTICAL COMPANY
By:	/s/ Gail A. Sloan
	Gail A. Sloan
	Vice President of Finance and Secretary

EXHIBIT INDEX

Exhibit No.	Description
3.1	Restated Certificate of Incorporation, filed February 23, 2006.
4.1	Amendment No. 3, effective March 1, 2006, to Rights Agreement dated December 3, 1998, as amended, by and between La Jolla Pharmaceutical Company and American Stock Transfer & Trust Company, including the Summary of Rights to be distributed to stockholders.
10.1	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Matthew D. Linnik, Ph.D.
10.2	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Bruce K. Bennett.
10.3	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Josefina T. Elchico.
10.4	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Paul C. Jenn, Ph.D.
10.5	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Theodora Reilly.
10.6	Amended and Restated Employment Agreement, dated February 23, 2006, by and between the Company and Gail A. Sloan.

EX-3.1

Exhibit 3.1

Restated Certificate of Incorporation
of
La Jolla Pharmaceutical Company

     La Jolla Pharmaceutical Company (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the Corporation is La Jolla Pharmaceutical Company, the name under which it was originally incorporated.

     2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on May 2, 1989.

     3. The provisions of the Certificate of Incorporation of the Corporation as heretofore amended and/or supplemented are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Restated Certificate of Incorporation of La Jolla Pharmaceutical Company.

     4. This restatement of the Certificate of Incorporation of the Corporation merely restates and integrates, but does not further amend, the Certificate of Incorporation as heretofore amended or supplemented by any instrument, and has been duly adopted by at least a majority of the board of directors without a vote of the stockholders pursuant to Section 245 of the General Corporation Law of the State of Delaware.

     5. The Certificate of Incorporation of the Corporation, as restated herein, shall at the effective time of this Restated Certificate of Incorporation, read as follows:

“Restated Certificate of Incorporation
of
La Jolla Pharmaceutical Company

Article I
Name of Corporation

     The name of the Corporation is La Jolla Pharmaceutical Company.

Article II
Registered Office

     The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, 19808, County of New Castle. The name of the registered agent of the Corporation at such address is United States Corporation Company.

Article III
Purpose

     The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware other than the banking business, the trust company business or the practice of a profession not permitted to be incorporated by the Delaware Corporations Code.

Article IV
Authorized Capital Stock

     The Corporation is authorized to issue two classes of stock designated “Common Stock” and “Preferred Stock.” The total number of shares of all classes of stock that this Corporation is authorized to issue is Two Hundred Thirty Three Million (233,000,000), consisting of Two Hundred Twenty Five Million (225,000,000) shares of Common Stock, par value $0.01 per share, and Eight Million (8,000,000) shares of Preferred Stock, par value $0.01 per share.

     The Board is hereby authorized to issue the shares of Preferred Stock in one or more series, to fix the number of shares of any such series of Preferred Stock, to determine the designation of any such series, and to fix the rights, preferences, and privileges and the qualifications, limitations or restrictions of the series of Preferred Stock to the full extent permitted under the Delaware General Corporation Law. The authority of the Board with respect to any series of Preferred Stock shall include, without limitation, the power to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions, if any), the redemption price or prices, and the liquidation preferences and the number of shares constituting any such additional series and the designation thereof, or any of them; and to increase or decrease the number of authorized shares of any series subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the authorized number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

     Included in this Article IV is the Certificate of Designation attached hereto as Exhibit A and incorporated herein by this reference.

Article V
Limitation of Director Liability

     To the fullest extent permitted by the Delaware General Corporation Law, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

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Article VI
Board Power Regarding Bylaws

     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of this Corporation; provided, however, that after the initial adoption of the Bylaws, the Board of Directors may not repeal, alter, amend, or rescind Section 3.01 thereof which shall establish the manner in which the number of directors is set.

Article VII
Election of Directors

     Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

Article VIII
Number of Directors and Term of Office

     The total number of directors of the Corporation shall be not less than five (5) nor more than nine (9), with the actual total number of directors set from time to time exclusively by resolution of the Board of Directors. The Board of Directors shall initially consist of six members until changed by such a resolution. There shall be three classes of directors (each, a “Class”), known as Class 1, Class 2 and Class 3. The initial Class 1, Class 2 and Class 3 directors shall serve in office as follows: Class 1 shall retire at the first annual meeting of stockholders following the filing of the Corporation’s Amended and Restated Certificate of Incorporation (the “Effective Date”), Class 2 shall retire at the second annual meeting of stockholders following the Effective Date, and Class 3 shall retire at the third annual meeting of stockholders following the Effective Date. This annual sequence shall be repeated thereafter. Each director in a Class shall be eligible for re-election if nominated, and such director’s seat shall be open for election of a director, at the annual meeting of stockholders of the Corporation at which such Class shall retire, to hold office for three years or until his successor is elected or appointed.

     Any additional directors elected or appointed shall be elected or appointed to such Class as will ensure that the number of directors in each Class remains as nearly equal as possible, and if all Classes have an equal number of directors or if one Class has one director more than the other two Classes, then any additional directors elected or appointed shall be elected or appointed to the Class that does not have more directors than any other Class and is subject to election at an ensuing annual meeting before any other such Class.

     Vacancies due to resignation, death, increases in the number of directors, or any other cause shall be filled only by the Board of Directors (unless there are no directors, in which case vacancies will be filled by the stockholders) in accordance with the rule that each Class of directors shall be as nearly equal in number of directors as possible. Notwithstanding such rule, in the event of any change in the authorized number of directors each director then continuing to

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serve as such will nevertheless continue as a director of the Class of which he or she is a member, until the expiration of his or her current term or his earlier death, resignation or removal. If any newly created directorship or vacancy on the Board of Directors, consistent with the rule that the three Classes shall be as nearly equal in number of directors as possible, may be allocated to one or two or more Classes, then the Board of Directors shall allocate it to that of the available Classes whose term of office is due to expire at the earliest date following such allocation. When the Board of Directors fills a vacancy, the director chosen to fill that vacancy shall be of the same Class as the director he or she succeeds and shall hold office until such director’s successor shall have been elected and qualified or until such director shall resign or shall have been removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

Article IX
Stockholder Action by Written Consent

     Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by a consent in writing by any such holders.

Article X
Corporation Power

     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation; provided, however, that any amendment of Article VIII or of this Article X will require an affirmative vote of the holders of seventy-five percent (75%) or more of the total voting power of all outstanding shares of voting stock of the Corporation.”

     Executed on this 22nd day of February, 2006.

/s/ Gail A. Sloan  

Gail A. Sloan 

Vice President of Finance and Secretary 

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EXHIBIT A

Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock
of
La jolla Pharmaceutical Company
(Originally filed with the Delaware Secretary of State on June 16, 1999)

     The undersigned, Steven B. Engle, the President of LA JOLLA PHARMACEUTICAL COMPANY, a Delaware corporation (the “Corporation”), does hereby certify that:

     1. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, and Section 151(g) of the Delaware General Corporation Law, on May 21, 1999, 1998, the Board of Directors adopted the following resolutions fixing the relative rights, preferences and limitations of the Series A Junior Participating Preferred Stock, par value $0.01, as follows:

     RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by the Amended and Restated Certificate of Incorporation, the Board of Directors hereby designates the powers, preferences and relative, participating, optional and other rights of the Corporation’s Series A Junior Participating Preferred Stock, and the qualifications, limitations and restrictions thereof as follows:

     1. Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” and the number of shares constituting such series shall be 100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Junior Participating Preferred Stock.

     2. Dividends and Distributions.

     (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly

dividends payable in cash on the 15th day of January, April, July and October of each year (each a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.25 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after November 19, 1998 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     (b) The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (a) above as a condition to declaration of a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event that no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date, a dividend of $0.25 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

     (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior

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Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

     3. Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

     (a) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     (b) Except as otherwise provided herein or by law, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

     4. Certain Restrictions.

     (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

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     (i) declare or pay dividends on, make any other distribution on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

     (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

     (iii) redeem or purchase or otherwise acquire for consideration any shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock;

     (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except (i) in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock, or (ii) in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

     (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

     5. Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their

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cancellation become authorized but unissued shares of Preferred Stock and may be reissued as Series A Junior Participating Preferred Stock or as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

     6. Liquidation, Dissolution or Winding Up.

     (a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

     (b) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

     (c) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such

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case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     8. No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.

     9. Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s preferred stock, if any, as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

     10. Amendment. If there is any Series A Junior Participating Preferred Stock outstanding, the Amended and Restated Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

     11. Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share, which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends,

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participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

     RESOLVED FURTHER, that the Chief Executive Officer, the President or any Vice President and the Secretary or any Assistant Secretary of the Corporation be, and they hereby are, authorized and directed to prepare and file a Certificate of Designation, Preferences and Rights in accordance with the foregoing resolution and the provisions of Delaware law and to take such actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolution.”

     IN WITNESS WHEREOF, this Certificate of Designation is executed on May 21, 1999.

LA JOLLA PHARMACEUTICAL COMPANY, a Delaware corporation
By:	/s/ Steven B. Engle
	Steven B. Engle
	Chairman of the Board, President, and Chief Executive Officer

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EX-4.1

Exhibit 4.1

AMENDMENT NO. 3 TO RIGHTS AGREEMENT

     This Amendment No. 3 (this “Amendment”) to Rights Agreement, effective as of December 3, 1998, as amended on July 21, 2000 and December 14, 2005 (the “Rights Agreement”), is effective as of March 1, 2006, by and between La Jolla Pharmaceutical Company, a Delaware corporation (the “Corporation”) and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

     WHEREAS, the Corporation and the Rights Agent entered into the Rights Agreement, effective as of December 3, 1998;

     WHEREAS, the Rights Agreement was amended, as of July 21, 2000, to amend the terms of the Rights Agreement to eliminate the concept and powers of the Continuing Directors and to amend the definition of “Acquiring Person” to permit the State of Wisconsin Investment Board to invest up to a level of just under 20% beneficial ownership without triggering the Rights Agreement;

     WHEREAS, the Rights Agreement was further amended as of December 14, 2005, to amend the definition of “Acquiring Person” to permit Essex Woodlands Health Ventures Fund VI, L.P. to invest up to a level of just under 29% and to permit Frazier Healthcare V, LP to invest up to a level of just under 19% beneficial ownership without triggering the Rights Agreement; and

     WHEREAS, the parties hereto wish to amend the Rights Agreement to further amend the definition of “Acquiring Person” to permit Alejandro Gonzalez to invest up to a level of just under 19% beneficial ownership without triggering the Rights Agreement.

     NOW, THEREFORE, the parties hereby agree as follows:

     1. Section 1(a) is hereby deleted in its entirety and the following is inserted in lieu thereof:

"(a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, without the prior approval of the Board of Directors of the Corporation, shall become, after the date hereof, the Beneficial Owner of 15% or more (or, in the case of State of Wisconsin Investment Board, 20% or more; or, in the case of Essex Woodlands Health Ventures Fund VI, L.P., 29% or more; or, in the case of Frazier Healthcare V, LP, 19% or more; or, in the case of Alejandro Gonzalez, 19% or more) of the shares of Common Stock then outstanding, but shall not include an Exempt Person, or a Person who or which, together with its Affiliates and Associates, shall become the Beneficial Owner of 15% or more (or, in the case of State of Wisconsin Investment Board, 20% or more; or, in the case of Essex Woodlands Health Ventures Fund VI, L.P., 29% or more; or, in the case of Frazier Healthcare V, LP, 19% or more; or, in the case of Alejandro Gonzalez, 19% or more) of the shares of Common Stock then outstanding solely as a result of a reduction in the number of shares of Common Stock outstanding due to a repurchase of Common Stock

by the Corporation, unless such Person shall thereafter purchase or otherwise become the Beneficial Owner of additional shares of Common Stock representing 1% of the shares of Common Stock then outstanding. Notwithstanding the foregoing, if the Board of Directors of the Corporation determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement. Furthermore, notwithstanding the foregoing, no stockholder of the Corporation beneficially owning as of the Rights Dividend Declaration Date (together with such stockholder’s Affiliates and Associates) 15% or more of the shares of Common Stock outstanding as of the date of this Agreement (an “Original 15% Stockholder”) shall be an Acquiring Person unless and until such Original 15% Stockholder or any of such stockholder’s Associates or Affiliates shall, after the Rights Declaration Date, acquire any additional shares of Common Stock without the prior approval of the Board of Directors of the Corporation (set forth in a resolution of the Board), at which point such stockholder shall be an Acquiring Person if, immediately following and giving effect to such acquisition, such Original 15% Stockholder, together with all such stockholder’s Affiliates and Associates, shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding.”

     2. Section 3(a) is hereby deleted in its entirety and the following is inserted in lieu thereof:

"(a) Until the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) day after the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, or, in the case of the State of Wisconsin Investment Board, Essex Woodlands Health Ventures Fund VI, L.P., Frazier Healthcare V, LP, and Alejandro Gonzalez, if State of Wisconsin Investment Board, together with its Affiliates and Associates, would be the Beneficial Owner of 20%, Essex Woodlands Health Ventures Fund VI, L.P., together with its Affiliates and Associates, would be the Beneficial Owner of 29%, or Frazier Healthcare V, LP, together with its Affiliates and Associates, would be the Beneficial Owner of 19%, or Alejandro Gonzalez would be the Beneficial Owner of 19%, or more of the shares of Common Stock then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (each of the time periods in (i) and (ii) being subject to extension as provided in Section 27 and the earliest of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in

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the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) each Right will be transferable only in connection with the transfer of the underlying share of Common Stock (including a transfer to the Corporation). As soon as practicable after the Distribution Date, the Rights Agent will send to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, one or more rights certificates in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.”

     3. Section 11(a)(ii) is hereby deleted in its entirety and the following is inserted in lieu thereof:

"(ii) Subject to Section 23(a) and Section 24, in the event any Person (other than an Exempt Person), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing the 15% threshold (or in the case of State of Wisconsin Investment Board, 20% threshold; or, in the case of Essex Woodlands Health Ventures Fund VI, L.P., 29% threshold; or, in the case of Frazier Healthcare V, LP, 19% threshold, or, in the case of Alejandro Gonzalez, 19% threshold) to be crossed is a transaction set forth in Section 13(a), or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board of Directors of the Corporation, after receiving advice from one or more investment banking firms, to be (a) at a price which is fair to stockholders of the Corporation (taking into account all factors which such members of the Board deem relevant including, without limitation, prices which could reasonably be achieved if the Corporation or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Corporation and its stockholders, then, proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Corporation as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the occurrence of a Section 11(a)(ii) Event, and (y) dividing that product (which, following such occurrence, shall thereafter be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Market Price (determined pursuant to Section 11(d)) per share of Common Stock on the date of such occurrence (such number of

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shares is herein called the “Adjustment Shares”); provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such occurrence; and provided, further, that if the transaction that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13, then only the provisions of Section 13 shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii).”

     4. Exhibit C is hereby deleted in its entirety and Exhibit C attached hereto and incorporated by reference herein is inserted in lieu thereof.

     5. Except as expressly set forth in this Amendment all other terms of the Rights Agreement shall remain in full force and effect.

     6. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State.

     7. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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     IN WITNESS WHEREOF, the Corporation and the Rights Agent have executed this Amendment effective as of the date first above written.

THE CORPORATION: La Jolla Pharmaceutical Company, a Delaware corporation
By:	/s/ Steven B. Engle
	Steven B. Engle
	Chief Executive Officer

RIGHTS AGENT: American Stock Transfer & Trust Company, a New York corporation
By:	/s/ Wilbert Myles
	Name:	Wilbert Myles
	Title:	Vice President

EXHIBIT C

Summary of Rights to Purchase
Preferred Stock
of
La Jolla Pharmaceutical Company

     On November 19, 1998 (the “Rights Dividend Declaration Date”) the Board of Directors of La Jolla Pharmaceutical Company (the “Corporation”) declared a dividend of one Right (a “Right”) for each outstanding share of Corporation Common Stock to be distributed to stockholders of record at the close of business on December 18, 1998 (the “Record Date”). Each Right entitles the registered holder to purchase from the Corporation one one-thousandth of a share (a “Unit”) of Series A Junior Participating Preferred Stock (the “Preferred Stock”) at a “Purchase Price” of $30, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (as amended from time to time, the “Rights Agreement”) dated December 3, 1998, between the Corporation and American Stock Transfer & Trust Company, as Rights Agent. Effective as of July 21, 2000, the Corporation and the Rights Agent entered into an Amendment to the Rights Agreement (“Amendment No. 1”) which (a) eliminated the concept and powers of the “Continuing Directors” and (b) amended the definition of “Acquiring Person” to permit the State of Wisconsin Investment Board to invest up to a level of just under 20% beneficial ownership without triggering the Rights Agreement. Effective as of December 14, 2005, the Corporation and the Rights Agent entered into Amendment No. 2 to Rights Agreement (“Amendment No. 2”) which further amended the definition of “Acquiring Person” to permit Essex Woodlands Health Ventures Fund VI, L.P. and Frazier Healthcare V, LP to invest up to a level of just under 29% and 19% beneficial ownership, respectively, without triggering the Rights Agreement. Effective as of March 1, 2006, the Corporation and the Rights Agent entered into Amendment No. 3 to Rights Agreement (“Amendment No. 3”) which further amended the definition of “Acquiring Person” to permit Alejandro Gonzalez to invest up to a level of just under 19% beneficial ownership without triggering the Rights Agreement.

     A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 4, 1998, a copy of Amendment No. 1 has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K filed on January 26, 2001, a copy of Amendment No. 2 has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K filed on December 16, 2005, and a copy of Amendment No. 3 has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K filed on March 1, 2006. A copy of the Rights Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 are available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3, which are incorporated herein by reference. A more detailed summary is also attached to the Post-Effective Amendment No. 3 to Form 8-A filed on March 1, 2006 with the Securities and Exchange Commission in connection with the amendment of the rights plan, and can be viewed on the Securities and Exchange Commission’s web site at www.sec.gov or obtained from the Corporation upon request.

     Each share of Common Stock of the Corporation outstanding at the close of business on the Record Date received one Right. In addition, prior to the earliest of the Distribution Date, a Section 13 Event or the Expiration Date (as each is described below), one additional Right (as such number may be adjusted pursuant to the provisions of the Rights Agreement) shall be issued with each share of Common Stock issued after the Record Date. Following the Distribution Date and prior to the expiration or redemption of the Rights, the Corporation will issue one Right (as such number may be adjusted pursuant to the provisions of the Rights Agreement) for each share of Common Stock issued pursuant to the exercise of stock options or under employee plans or upon the exercise, conversion or exchange of securities issued by the Corporation prior to the Distribution Date.

     Until the Distribution Date (as described below), (i) the Rights will attach to and be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after December 18, 1998 will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

     The Rights are not exercisable until the Distribution Date and will expire at the earliest of: (i) the close of business on December 2, 2008; (ii) the date of redemption of the Rights; (iii) the date the Board of Directors of the Corporation orders the exchange of Rights; or (iv) the date of consummation of a tender offer approved as fair to and in the best interests of the Corporation and its stockholders and adequately priced with each stockholder receiving the same consideration per share in the same manner (the “Expiration Date”).

     The Rights will separate from the Common Stock and a Distribution Date will occur (the “Distribution Date”) upon the earlier of 10 days (or such longer time as may be determined by the Corporation’s Board of Directors following (i) a public announcement (or determination by the Corporation’s Board of Directors) that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (or, in the case of State of Wisconsin Investment Board, 20% or more; or, in the case of Essex Woodlands Health Ventures Fund VI, L.P., 29% or more; or, in the case of Frazier Healthcare V, LP, 19% or more; or, in the case of Alejandro Gonzalez, 19% or more) of the outstanding shares of Common Stock (the “Stock Acquisition Date”), or (ii) the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more (or, in the case of State of Wisconsin Investment Board, 20% or more; or, in the case of Essex Woodlands Health Ventures Fund VI, L.P., 29% or more; or, in the case of Frazier Healthcare V, LP, 19% or more; or, in the case of Alejandro Gonzalez, 19% or more) of such outstanding shares of Common Stock. Notwithstanding the foregoing, however, the trigger percentage expressed in clauses (i) and (ii) above will not be triggered with respect to Abbott Laboratories unless and until Abbott Laboratories (or its affiliated and associated persons) acquires, after the Rights Dividend Declaration Date, any additional shares of Common Stock without the prior approval of the Board of Directors of the Corporation and if, immediately following and giving effect to such acquisition, Abbott Laboratories (together with its affiliated and associated persons) is the beneficial owner of 15% or more of the shares of Common Stock then outstanding.

     As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights.

     At any time after the Distribution Date but prior to the Expiration Date of the Rights, each right may be exercised at the stated purchase price of $30 (subject to adjustment, the “Exercise Price”) for one one-thousandth of a share of the Preferred Stock; provided, however, that upon the occurrence of any of the events described below, the Rights may no longer be exercised for Preferred Stock and may only be exercised for certain other securities described below.

     In the event that on or at any time following the Rights Dividend Declaration Date, either (i) a person (other than Abbott Laboratories) becomes the beneficial owner of more than 15% (or, in the case of State of Wisconsin Investment Board, more than 20%; or, in the case of Essex Woodlands Health Ventures Fund VI, L.P., more than 29%; or, in the case of Frazier Healthcare V, LP, more than 19%; or, in the case of Alejandro Gonzalez, more than 19%) of the then outstanding shares of Common Stock, or (ii) Abbott Laboratories acquires any additional shares of Common Stock without the prior approval of the Board of Directors, and if, immediately following and giving effect to such acquisition, Abbott Laboratories beneficially owns 15% or more of the then outstanding shares of Common Stock (in either case except pursuant to an offer for all outstanding shares of Common Stock which the Board of Directors determines to be fair to and otherwise in the best interests of the Corporation and its stockholders), then each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Corporation) having a value equal to two times the Purchase Price of the Right. Rights are exercisable following the occurrence of the foregoing only after such time as the Rights are no longer redeemable by the Corporation, as set forth below. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void.

     In the event that, at any time following the Stock Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the Corporation is not the surviving corporation or in which the Corporation’s outstanding Common Stock is exchanged for cash, stock or other property (other than a merger which follows an offer for all outstanding shares described in the preceding paragraph), or (ii) 50% or more of the Corporation’s assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price of the Right. (An event described in this paragraph is a “Section 13 Event.”)

     The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution, as set forth in the Rights Agreement. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Rights, fractions of shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share), or fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on

the market price of the Rights, Preferred Stock, or Common Stock, respectively, on the last trading date prior to the date of exercise.

     In general, the Corporation may redeem the Rights in whole, but not in part, at a price of $0.001 per Right, at any time until ten days following the Stock Acquisition Date (or such later date as may be determined by the Corporation’s Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

     At any time after a person becomes beneficial owner of 15% or more (or, in the case of State of Wisconsin Investment Board, 20% or more; or, in the case of Essex Woodlands Health Ventures Fund VI, L.P., 29% or more; or, in the case of Frazier Healthcare V, LP, 19% or more; or, in the case of Alejandro Gonzalez, 19% or more) of the Common Stock then outstanding, and prior to the first date upon which that person becomes the beneficial owner of at least 50% of the outstanding Common Stock, the Corporation may, by majority vote of the Board of Directors, exchange some or all of the outstanding Rights (other than those that have become void) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted for splits, dividends, and similar transactions (the “Ratio of Exchange”). Immediately upon the action of the Board of Directors ordering the exchange of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the number of Common Shares equal to the Ratio of Exchange.

     Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Corporation, including, without limitation, the right to vote or to receive dividends.

     Other than those provisions relating to the redemption price of the Rights, any of the provisions of the Rights Agreement may be supplemented or amended by the Board of Directors prior to the Distribution Date, without approval of the Rights holders, whether or not a supplement or amendment is adverse to the Rights holders. After the Distribution Date, the provisions of the Rights Agreement (other than the provisions relating to the redemption price or the final expiration date of the Rights) may be amended by the Board of Directors in order to make changes which do not materially and adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), provided, however, that the Rights Agreement may not be amended to (i) make the Rights again redeemable after the Rights have ceased to be redeemable, or (ii) change any other time period unless such change is for the benefit of the holders (excluding any Acquiring Person).

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement (this “Agreement”) is effective as of February 23, 2006 (the “Effective Date”), and is entered into by and between Matthew Linnik (“Employee”) and La Jolla Pharmaceutical Company (the “Company”).

     WHEREAS, the Company offered Employee employment pursuant to an offer letter and agreement dated January 13, 1998 (the “Offer Letter”);

     WHEREAS, the Offer Letter was subsequently modified and supplemented by a supplemental letter agreement on August 5, 1999 (the “Supplemental Agreement”); and

     WHEREAS, the parties hereto desire to amend and restate the terms of Employee’s employment in this Agreement.

     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Title. Employee’s title is Chief Scientific Officer, Executive Vice President of Research.

     2. Termination; Severance.

          (a) If (i) Employee’s employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case:

               (A) Employee will be entitled to receive from the Company an amount in severance equal to one year of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, of all claims arising in connection with Employee’s employment with the Company and termination thereof;

               (B) Employee will be entitled to receive, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and

               (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and

such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided herein.

          (b) “Change in Control” of the Company has the meaning set forth in the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan.

          (c) “Cause” means the occurrence of one or more of the following: (i) Employee is are convicted of or pleads guilty or nolo contendere to a felony or any crime involving moral turpitude, embezzlement, fraud or misappropriation; (ii) Employee breaches this Agreement or any agreement entered into with or policy of the Company in a manner that materially and adversely affects the Company; (iii) Employee commits willful misconduct that materially and adversely impacts the Company; or (iv) Employee fails, after receipt of written notice and after receiving a period of at least 10 days following such notice, to follow a lawful direction of the board of directors.

          (d) Employee’s employment with the Company or its successor will be deemed a “Termination In Connection With” a Change in Control if, within 180 days after the consummation of the Change of Control: (i) Employee is removed from Employee’s employment by, or resigns his employment upon the request of, a person exercising practical voting control over the Company or its successor following the Change in Control or a person acting upon authority or at the instruction of such person; (ii) Employee’s position is eliminated as a result of a reduction in force made to reduce over-capacity or unnecessary duplication of personnel and Employee is not offered a replacement position with the Company or its successor as a Vice President with compensation and functional duties substantially similar to the compensation and duties in effect immediately before the Change in Control; or (iii) Employee resigns his employment with the Company or its successor rather than comply with a relocation of his primary work site more than 50 miles from the Company’s headquarters.

     3. Section 409A.

          (a) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to this Agreement or otherwise would constitute deferred compensation subject to Section 409A, then no such payment will be made under this Agreement until the earliest of (i) the date which is six months after Employee’s “separation from service” for any reason, other than “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (ii) the date of

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Employee’s “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), or (iii) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code).

          (b) The provisions of this Section 4 shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or United States Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

     4. Miscellaneous.

          (a) Captions. The captions of this Agreement are inserted for convenience and do not constitute a part hereof.

          (b) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, among the parties with respect to the subject matter of this Agreement. For the sake of clarity, this Agreement supersedes and replaces the terms set forth in the Offer Letter and Supplemental Agreement but it does not affect that certain letter agreement dated October 6, 2005, the terms of which shall continue to govern the awards made thereby. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns.

          (c) Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

          (d) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more of the provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof.

          (e) Further Assurances. Each party hereto shall promptly execute and deliver such further instruments and take such further actions as the other party may reasonably require or request in order to carry out the intent of this Agreement.

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          (f) No Change in Terms of Employment. Employee will continue to be bound by the Company’s policies and this Agreement does not change Employee’s employment status with the Company. As with all employees at the Company, Employee or the Company may, subject to the terms of any contractual agreement Employee may have with the Company, terminate Employee’s employment at any time for any reason whatsoever, with or without cause or advance notice.

          (g) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of California.

          (h) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above in San Diego, California.

La Jolla Pharmaceutical Company
By:	/s/ Steven B. Engle
	Steven B. Engle
	Chairman and CEO

Employee
 

/s/ Matthew Linnik

Matthew Linnik 

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EX-10.2

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement (this “Agreement”) is effective as of February 23, 2006 (the “Effective Date”), and is entered into by and between Bruce Bennett (“Employee”) and La Jolla Pharmaceutical Company (the “Company”).

     WHEREAS, the Company offered Employee employment pursuant to an offer letter and agreement, including attachment, dated December 28, 2001 (the “Offer Letter”);

     WHEREAS, the parties hereto desire to amend and restate the terms of Employee’s employment in this Agreement.

     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Title. Employee’s title is Vice President of Manufacturing.

     2. Termination; Severance.

          (a) If (i) Employee’s employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case:

               (A) Employee will be entitled to receive from the Company an amount in severance equal to one year of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, of all claims arising in connection with Employee’s employment with the Company and termination thereof;

               (B) Employee will be entitled to receive, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and

               (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a

Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided herein.

          (b) “Change in Control” of the Company has the meaning set forth in the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan.

          (c) “Cause” means the occurrence of one or more of the following: (i) Employee is are convicted of or pleads guilty or nolo contendere to a felony or any crime involving moral turpitude, embezzlement, fraud or misappropriation; (ii) Employee breaches this Agreement or any agreement entered into with or policy of the Company in a manner that materially and adversely affects the Company; (iii) Employee commits willful misconduct that materially and adversely impacts the Company; or (iv) Employee fails, after receipt of written notice and after receiving a period of at least 10 days following such notice, to follow a lawful direction of the board of directors.

          (d) Employee’s employment with the Company or its successor will be deemed a “Termination In Connection With” a Change in Control if, within 180 days after the consummation of the Change of Control: (i) Employee is removed from Employee’s employment by, or resigns his employment upon the request of, a person exercising practical voting control over the Company or its successor following the Change in Control or a person acting upon authority or at the instruction of such person; (ii) Employee’s position is eliminated as a result of a reduction in force made to reduce over-capacity or unnecessary duplication of personnel and Employee is not offered a replacement position with the Company or its successor as a Vice President with compensation and functional duties substantially similar to the compensation and duties in effect immediately before the Change in Control; or (iii) Employee resigns his employment with the Company or its successor rather than comply with a relocation of his primary work site more than 50 miles from the Company’s headquarters.

     3. Section 409A.

          (a) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to this Agreement or otherwise would constitute deferred compensation subject to Section 409A, then no such payment will be made under this Agreement until the earliest of (i) the date which is six months after Employee’s “separation from service” for any reason, other than “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (ii) the date of Employee’s “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), or (iii) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code).

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          (b) The provisions of this Section 4 shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or United States Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

     4. Miscellaneous.

          (a) Captions. The captions of this Agreement are inserted for convenience and do not constitute a part hereof.

          (b) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, among the parties with respect to the subject matter of this Agreement. For the sake of clarity, this Agreement supersedes and replaces the terms set forth in the Offer Letter but it does not affect that certain letter agreement dated October 6, 2005, the terms of which shall continue to govern the awards made thereby. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns.

          (c) Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

          (d) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more of the provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof.

          (e) Further Assurances. Each party hereto shall promptly execute and deliver such further instruments and take such further actions as the other party may reasonably require or request in order to carry out the intent of this Agreement.

          (f) No Change in Terms of Employment. Employee will continue to be bound by the Company’s policies and this Agreement does not change Employee’s employment status with the Company. As with all employees at the Company, Employee or the Company may, subject to the terms of any contractual agreement Employee may have with the Company,

3

terminate Employee’s employment at any time for any reason whatsoever, with or without cause or advance notice.

          (g) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of California.

          (h) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

[The remainder of this page has been intentionally left blank; signature page follows.]

4

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above in San Diego, California.

La Jolla Pharmaceutical Company
By:	/s/ Steven B. Engle
	Steven B. Engle
	Chairman and CEO

Employee
 

/s/ Bruce Bennett

Bruce Bennett 

5

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement (this “Agreement”) is effective as of February 23, 2006 (the “Effective Date”), and is entered into by and between Josefina Elchico (“Employee”) and La Jolla Pharmaceutical Company (the “Company”).

     WHEREAS, the Company offered Employee employment pursuant to an offer letter and agreement, including attachments, dated October 7, 2004 (the “Offer Letter”);

     WHEREAS, the parties hereto desire to amend and restate the terms of Employee’s employment in this Agreement.

     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Title. Employee’s title is Vice President of Quality Operations.

     2. Termination; Severance.

          (a) If (i) Employee’s employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case:

               (A) Employee will be entitled to receive from the Company an amount in severance equal to one year of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, of all claims arising in connection with Employee’s employment with the Company and termination thereof;

               (B) Employee will be entitled to receive, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and

               (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a

Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided herein.

          (b) “Change in Control” of the Company has the meaning set forth in the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan.

          (c) “Cause” means the occurrence of one or more of the following: (i) Employee is are convicted of or pleads guilty or nolo contendere to a felony or any crime involving moral turpitude, embezzlement, fraud or misappropriation; (ii) Employee breaches this Agreement or any agreement entered into with or policy of the Company in a manner that materially and adversely affects the Company; (iii) Employee commits willful misconduct that materially and adversely impacts the Company; or (iv) Employee fails, after receipt of written notice and after receiving a period of at least 10 days following such notice, to follow a lawful direction of the board of directors.

          (d) Employee’s employment with the Company or its successor will be deemed a “Termination In Connection With” a Change in Control if, within 180 days after the consummation of the Change of Control: (i) Employee is removed from Employee’s employment by, or resigns his employment upon the request of, a person exercising practical voting control over the Company or its successor following the Change in Control or a person acting upon authority or at the instruction of such person; (ii) Employee’s position is eliminated as a result of a reduction in force made to reduce over-capacity or unnecessary duplication of personnel and Employee is not offered a replacement position with the Company or its successor as a Vice President with compensation and functional duties substantially similar to the compensation and duties in effect immediately before the Change in Control; or (iii) Employee resigns his employment with the Company or its successor rather than comply with a relocation of his primary work site more than 50 miles from the Company’s headquarters.

     3. Section 409A.

          (a) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to this Agreement or otherwise would constitute deferred compensation subject to Section 409A, then no such payment will be made under this Agreement until the earliest of (i) the date which is six months after Employee’s “separation from service” for any reason, other than “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (ii) the date of Employee’s “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), or (iii) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code).

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          (b) The provisions of this Section 4 shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or United States Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

     4. Miscellaneous.

          (a) Captions. The captions of this Agreement are inserted for convenience and do not constitute a part hereof.

          (b) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, among the parties with respect to the subject matter of this Agreement. For the sake of clarity, this Agreement supersedes and replaces the terms set forth in the Offer Letter but it does not affect that certain letter agreement dated October 6, 2005, the terms of which shall continue to govern the awards made thereby. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns.

          (c) Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

          (d) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more of the provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof.

          (e) Further Assurances. Each party hereto shall promptly execute and deliver such further instruments and take such further actions as the other party may reasonably require or request in order to carry out the intent of this Agreement.

          (f) No Change in Terms of Employment. Employee will continue to be bound by the Company’s policies and this Agreement does not change Employee’s employment status with the Company. As with all employees at the Company, Employee or the Company may, subject to the terms of any contractual agreement Employee may have with the Company,

3

terminate Employee’s employment at any time for any reason whatsoever, with or without cause or advance notice.

          (g) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of California.

          (h) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

[The remainder of this page has been intentionally left blank; signature page follows.]

4

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above in San Diego, California.

La Jolla Pharmaceutical Company
By:	/s/ Steven B. Engle
	Steven B. Engle
	Chairman and CEO

Employee
 

/s/ Josefina Elchico

Josefina Elchico 

5

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement (this “Agreement”) is effective as of February 23, 2006 (the “Effective Date”), and is entered into by and between Paul Jenn (“Employee”) and La Jolla Pharmaceutical Company (the “Company”).

     WHEREAS, the Company offered Employee employment pursuant to an offer letter and agreement dated September 8, 1994 (the “Offer Letter”);

     WHEREAS, the Offer Letter was subsequently modified and supplemented by a supplemental letter agreement on February 9, 2001 (the “Supplemental Agreement”); and

     WHEREAS, the parties hereto desire to amend and restate the terms of Employee’s employment in this Agreement.

     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Title. Employee’s title is Vice President of Product Development.

     2. Termination; Severance.

          (a) If (i) Employee’s employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case:

               (A) Employee will be entitled to receive from the Company an amount in severance equal to one year of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, of all claims arising in connection with Employee’s employment with the Company and termination thereof;

               (B) Employee will be entitled to receive, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and

               (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if

the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided herein.

          (b) “Change in Control” of the Company has the meaning set forth in the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan.

          (c) “Cause” means the occurrence of one or more of the following: (i) Employee is are convicted of or pleads guilty or nolo contendere to a felony or any crime involving moral turpitude, embezzlement, fraud or misappropriation; (ii) Employee breaches this Agreement or any agreement entered into with or policy of the Company in a manner that materially and adversely affects the Company; (iii) Employee commits willful misconduct that materially and adversely impacts the Company; or (iv) Employee fails, after receipt of written notice and after receiving a period of at least 10 days following such notice, to follow a lawful direction of the board of directors.

          (d) Employee’s employment with the Company or its successor will be deemed a “Termination In Connection With” a Change in Control if, within 180 days after the consummation of the Change of Control: (i) Employee is removed from Employee’s employment by, or resigns his employment upon the request of, a person exercising practical voting control over the Company or its successor following the Change in Control or a person acting upon authority or at the instruction of such person; (ii) Employee’s position is eliminated as a result of a reduction in force made to reduce over-capacity or unnecessary duplication of personnel and Employee is not offered a replacement position with the Company or its successor as a Vice President with compensation and functional duties substantially similar to the compensation and duties in effect immediately before the Change in Control; or (iii) Employee resigns his employment with the Company or its successor rather than comply with a relocation of his primary work site more than 50 miles from the Company’s headquarters.

     3. Section 409A.

          (a) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to this Agreement or otherwise would constitute deferred compensation subject to Section 409A, then no such payment will be made under this Agreement until the earliest of (i) the date which is six months after Employee’s “separation from service” for any reason, other than “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (ii) the date of Employee’s “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), or

2

(iii) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code).

          (b) The provisions of this Section 4 shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or United States Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

     4. Miscellaneous.

          (a) Captions. The captions of this Agreement are inserted for convenience and do not constitute a part hereof.

          (b) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, among the parties with respect to the subject matter of this Agreement. For the sake of clarity, this Agreement supersedes and replaces the terms set forth in the Offer Letter and Supplemental Agreement but it does not affect that certain letter agreement dated October 6, 2005, the terms of which shall continue to govern the awards made thereby. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns.

          (c) Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

          (d) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more of the provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof.

          (e) Further Assurances. Each party hereto shall promptly execute and deliver such further instruments and take such further actions as the other party may reasonably require or request in order to carry out the intent of this Agreement.

          (f) No Change in Terms of Employment. Employee will continue to be bound by the Company’s policies and this Agreement does not change Employee’s employment

3

status with the Company. As with all employees at the Company, Employee or the Company may, subject to the terms of any contractual agreement Employee may have with the Company, terminate Employee’s employment at any time for any reason whatsoever, with or without cause or advance notice.

          (g) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of California.

          (h) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

[The remainder of this page has been intentionally left blank; signature page follows.]

4

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above in San Diego, California.

La Jolla Pharmaceutical Company
By:	/s/ Steven B. Engle
	Steven B. Engle
	Chairman and CEO

Employee
 

/s/ Paul Jenn

Paul Jenn 

5

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement (this “Agreement”) is effective as of February 23, 2006 (the “Effective Date”), and is entered into by and between Theodora Reilly (“Employee”) and La Jolla Pharmaceutical Company (the “Company”).

     WHEREAS, the Company offered Employee employment pursuant to an offer letter and agreement dated August 13, 1998 (the “Offer Letter”);

     WHEREAS, the Offer Letter was subsequently modified and supplemented by a supplemental letter agreement on February 9, 2001 (the “Supplemental Agreement”); and

     WHEREAS, the parties hereto desire to amend and restate the terms of Employee’s employment in this Agreement.

     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Title. Employee’s title is Vice President of Human Resources.

     2. Termination; Severance.

          (a) If (i) Employee’s employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case:

               (A) Employee will be entitled to receive from the Company an amount in severance equal to one year of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, of all claims arising in connection with Employee’s employment with the Company and termination thereof;

               (B) Employee will be entitled to receive, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and

               (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if

the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided herein.

          (b) “Change in Control” of the Company has the meaning set forth in the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan.

          (c) “Cause” means the occurrence of one or more of the following: (i) Employee is are convicted of or pleads guilty or nolo contendere to a felony or any crime involving moral turpitude, embezzlement, fraud or misappropriation; (ii) Employee breaches this Agreement or any agreement entered into with or policy of the Company in a manner that materially and adversely affects the Company; (iii) Employee commits willful misconduct that materially and adversely impacts the Company; or (iv) Employee fails, after receipt of written notice and after receiving a period of at least 10 days following such notice, to follow a lawful direction of the board of directors.

          (d) Employee’s employment with the Company or its successor will be deemed a “Termination In Connection With” a Change in Control if, within 180 days after the consummation of the Change of Control: (i) Employee is removed from Employee’s employment by, or resigns his employment upon the request of, a person exercising practical voting control over the Company or its successor following the Change in Control or a person acting upon authority or at the instruction of such person; (ii) Employee’s position is eliminated as a result of a reduction in force made to reduce over-capacity or unnecessary duplication of personnel and Employee is not offered a replacement position with the Company or its successor as a Vice President with compensation and functional duties substantially similar to the compensation and duties in effect immediately before the Change in Control; or (iii) Employee resigns his employment with the Company or its successor rather than comply with a relocation of his primary work site more than 50 miles from the Company’s headquarters.

     3. Section 409A.

          (a) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to this Agreement or otherwise would constitute deferred compensation subject to Section 409A, then no such payment will be made under this Agreement until the earliest of (i) the date which is six months after Employee’s “separation from service” for any reason, other than “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (ii) the date of Employee’s “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), or

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(iii) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code).

          (b) The provisions of this Section 4 shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or United States Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

     4. Miscellaneous.

          (a) Captions. The captions of this Agreement are inserted for convenience and do not constitute a part hereof.

          (b) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, among the parties with respect to the subject matter of this Agreement. For the sake of clarity, this Agreement supersedes and replaces the terms set forth in the Offer Letter and Supplemental Agreement but it does not affect that certain letter agreement dated October 6, 2005, the terms of which shall continue to govern the awards made thereby. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns.

          (c) Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

          (d) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more of the provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof.

          (e) Further Assurances. Each party hereto shall promptly execute and deliver such further instruments and take such further actions as the other party may reasonably require or request in order to carry out the intent of this Agreement.

          (f) No Change in Terms of Employment. Employee will continue to be bound by the Company’s policies and this Agreement does not change Employee’s employment

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status with the Company. As with all employees at the Company, Employee or the Company may, subject to the terms of any contractual agreement Employee may have with the Company, terminate Employee’s employment at any time for any reason whatsoever, with or without cause or advance notice.

          (g) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of California.

          (h) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

[The remainder of this page has been intentionally left blank; signature page follows.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above in San Diego, California.

La Jolla Pharmaceutical Company
By:	/s/ Steven B. Engle
	Steven B. Engle
	Chairman and CEO

Employee
 

/s/ Theodora Reilly

Theodora Reilly 

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EX-10.6

Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement (this “Agreement”) is effective as of February 23, 2006 (the “Effective Date”), and is entered into by and between Gail Sloan (“Employee”) and La Jolla Pharmaceutical Company (the “Company”).

     WHEREAS, the Company offered Employee employment pursuant to an offer letter and agreement dated March 20, 1996 (the “Offer Letter”);

     WHEREAS, the Offer Letter was subsequently modified and supplemented by a supplemental letter agreement on February 23, 2004 (the “Supplemental Agreement”); and

     WHEREAS, the parties hereto desire to amend and restate the terms of Employee’s employment in this Agreement.

     NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Title. Employee’s title is Vice President of Finance.

     2. Termination; Severance.

          (a) If (i) Employee’s employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case:

               (A) Employee will be entitled to receive from the Company an amount in severance equal to one year of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, of all claims arising in connection with Employee’s employment with the Company and termination thereof;

               (B) Employee will be entitled to receive, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and

               (C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if

the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to qualify as an incentive stock option unless Executive elects to forego incentive stock option treatment and extend the exercise period thereof as provided herein.

          (b) “Change in Control” of the Company has the meaning set forth in the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan.

          (c) “Cause” means the occurrence of one or more of the following: (i) Employee is are convicted of or pleads guilty or nolo contendere to a felony or any crime involving moral turpitude, embezzlement, fraud or misappropriation; (ii) Employee breaches this Agreement or any agreement entered into with or policy of the Company in a manner that materially and adversely affects the Company; (iii) Employee commits willful misconduct that materially and adversely impacts the Company; or (iv) Employee fails, after receipt of written notice and after receiving a period of at least 10 days following such notice, to follow a lawful direction of the board of directors.

          (d) Employee’s employment with the Company or its successor will be deemed a “Termination In Connection With” a Change in Control if, within 180 days after the consummation of the Change of Control: (i) Employee is removed from Employee’s employment by, or resigns his employment upon the request of, a person exercising practical voting control over the Company or its successor following the Change in Control or a person acting upon authority or at the instruction of such person; (ii) Employee’s position is eliminated as a result of a reduction in force made to reduce over-capacity or unnecessary duplication of personnel and Employee is not offered a replacement position with the Company or its successor as a Vice President with compensation and functional duties substantially similar to the compensation and duties in effect immediately before the Change in Control; or (iii) Employee resigns his employment with the Company or its successor rather than comply with a relocation of his primary work site more than 50 miles from the Company’s headquarters.

     3. Section 409A.

          (a) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to this Agreement or otherwise would constitute deferred compensation subject to Section 409A, then no such payment will be made under this Agreement until the earliest of (i) the date which is six months after Employee’s “separation from service” for any reason, other than “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (ii) the date of Employee’s “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), or

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(iii) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code).

          (b) The provisions of this Section 4 shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or United States Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

     4. Miscellaneous.

          (a) Captions. The captions of this Agreement are inserted for convenience and do not constitute a part hereof.

          (b) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, among the parties with respect to the subject matter of this Agreement. For the sake of clarity, this Agreement supersedes and replaces the terms set forth in the Offer Letter and Supplemental Agreement but it does not affect that certain letter agreement dated October 6, 2005, the terms of which shall continue to govern the awards made thereby. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns.

          (c) Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

          (d) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more of the provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof.

          (e) Further Assurances. Each party hereto shall promptly execute and deliver such further instruments and take such further actions as the other party may reasonably require or request in order to carry out the intent of this Agreement.

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          (f) No Change in Terms of Employment. Employee will continue to be bound by the Company’s policies and this Agreement does not change Employee’s employment status with the Company. As with all employees at the Company, Employee or the Company may, subject to the terms of any contractual agreement Employee may have with the Company, terminate Employee’s employment at any time for any reason whatsoever, with or without cause or advance notice.

          (g) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of California.

          (h) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

[The remainder of this page has been intentionally left blank; signature page follows.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above in San Diego, California.

La Jolla Pharmaceutical Company
By:	/s/ Steven B. Engle
	Steven B. Engle
	Chairman and CEO

Employee
 

/s/ Gail Sloan

Gail Sloan 

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