FORM S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

0001193125-12-467226.txt : 20121113 0001193125-12-467226.hdr.sgml : 20121112 20121113153129 ACCESSION NUMBER: 0001193125-12-467226 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20121113 DATE AS OF CHANGE: 20121113 EFFECTIVENESS DATE: 20121113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA PHARMACEUTICAL CO CENTRAL INDEX KEY: 0000920465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330361285 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-184909 FILM NUMBER: 121198512 BUSINESS ADDRESS: STREET 1: 4370 LA JOLLA VILLAGE DR. STREET 2: SUITE 400 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 858-452-6600 MAIL ADDRESS: STREET 1: 4370 LA JOLLA VILLAGE DR. STREET 2: SUITE 400 CITY: SAN DIEGO STATE: CA ZIP: 92122 S-8 1 d438012ds8.htm FORM S-8 FORM S-8

As filed with the Securities and Exchange Commission on November 13, 2012

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LA JOLLA PHARMACEUTICAL COMPANY

(Exact Name of Registrant as Specified in its Charter)

California

33-0361285

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

4370 La Jolla Village Drive, Suite 400

San Diego, California 92122

(Address of Principal Executive Offices)

2010 EQUITY INCENTIVE PLAN*

STANDALONE INDUCEMENT AWARDS*

(Full Title of the Plan)

* See explanatory note on following page

George Tidmarsh, M.D., Ph.D.

President and Chief Executive Officer

4370 La Jolla Village Drive, Suite 400

San Diego, California 92122

Telephone: (858) 452-6600

(Name and Address of Agent For Service)

Copy to:

Ryan A. Murr

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, California 94111

Telephone: (415) 315-6395

Facsimile: (415) 315-6026

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

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock, $0.0001 par value per share	1,354,798 shares (3)	$0.0598	$81,017	$11.05
Common Stock, $0.0001 par value per share	506,300,087 shares (4)	$0.0598	$30,276,745	$4,129.75
Common Stock, $0.0001 par value per share	29,268,390 shares (5)	$0.0598	$1,750,250	$238.73
Common Stock, $0.0001 par value per share	67,037,105 shares (6)	$0.0598	$4,008,819	$546.80
Common Stock, $0.0001 par value per share	1,050,000 shares (7)	$0.0598	$62,790	$8.57

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction under the anti-dilution provisions of the standalone inducement awards or the registrant’s 2010 Equity Incentive Plan, as amended (the “2010 Plan”) or the forms of awards granted thereunder.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, and based on the average of the high and low sale prices of the registrant’s Common Stock, as quoted on the Over the Counter Bulletin Board on November 9, 2012.

(3)	Represents shares of Common Stock reserved for issuance pursuant to options available for grant (but not yet granted) under the 2010 Plan less shares previously registered on form S-8 under the 2010 Plan.

(4)	Represents shares of Common Stock reserved for issuance upon the exercise of 506,300,087 inducement options granted on April 10, 2012 to George F. Tidmarsh, M.D., Ph.D. given in connection with his employment.

(5)

Represents shares of Common Stock reserved for issuance (i) upon the exercise of 18,907,498 inducement options and (ii) pursuant to an inducement restricted stock unit award for 10,360,892 shares of Common Stock, in each case granted on April 10, 2012 to Saiid Zarrabian given in connection with his services as a director.

(6)

Represents shares of Common Stock reserved for issuance (i) upon the exercise of 67,022,886 inducement options and (ii) pursuant to an inducement restricted stock unit award for 14,219 shares of Common Stock, in each case granted on April 10, 2012 to James Rolke given in connection with his employment.

(7)	Represents shares of Common Stock reserved for issuance pursuant to an inducement restricted stock unit award for 1,050,000 shares of Common Stock, granted on August 17, 2012 to Chester S. Zygmont, III given in connection with his services as a consultant.

EXPLANATORY NOTE:

This Registration Statement on Form S-8 is being filed by the registrant to register (i) 1,354,798 shares of Common Stock reserved for issuance under the registrant’s 2010 Equity Incentive Plan (the “2010 Plan”), (ii) 603,655,582 shares of Common Stock issuable under previously announced stand-alone inducement awards granted on April 10, 2012 and August 17, 2012 to the registrant’s President and Chief Executive Officer, a board member, an employee and a consultant.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the registrant, are incorporated herein by reference and made a part hereof:

•

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011;

•

The Registrant’s Definitive Revised Proxy Statement on Schedule 14A filed with the Commission on April 23, 2012;

•

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012;

•

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012;

•

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012; and

•

The Registrant’s Current Reports on Form 8-K filed with the Commission on January 20, 2012, February 23, 2012, February 24, 2012, March 9, 2012, May 24, 2012, May 31, 2012, June 20, 2012 and August 3, 2012.

All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

The following description of our Common Stock, par value $0.0001 per share, sets forth general terms and provisions of our Common Stock. The following summary of our Articles of Incorporation (the “Articles”) and Bylaws does not describe the Articles and Bylaws entirely. We urge you to read our Articles and Bylaws which are incorporated by reference as exhibits to this Registration Statement.

Voting Rights. Holders of our Common Stock are entitled to one vote per share on all matters to be voted upon by our stockholders. The vote of the holders of a majority of the stock present and entitled to vote at a meeting at which a quorum is present is generally required to take stockholder action, unless a greater vote is required by law or specifically required by our Articles or Bylaws. Per California law, cumulative voting will be permitted until our Common Stock is listed on the New York Stock Exchange, NYSE Amex, the NASDAQ Global Market or the NASDAQ Capital Market. Special stockholder meetings may be called by the Chairman of the Board of Directors, the President, the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors we would have if there were no vacancies, or the holders of 10% or more of outstanding shares of our Common Stock. Any stockholder action may be taken by written consent signed by the holders of outstanding shares having no less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In addition, our Bylaws include an advance notice procedure with regard to the nomination, other than by or at the direction of the Board of Directors, of candidates for election as directors and with regard to matters to be brought before an annual meeting or special meeting of stockholders.

Dividends and Other Rights. Holders of our Common Stock are entitled to receive, as when and if declared by the Board of Directors from time to time, such dividends and other distributions in cash, stock or property from our assets or funds legally available for such purposes subject to any dividend preferences that may be attributable to preferred stock that may be authorized. In the event of our liquidation, dissolution or winding up, after all liabilities and the holders of each series of preferred stock, if any, have been paid in full, the holders of our Common Stock are entitled to share ratably in all remaining assets available for distribution. Our Common Stock has no preemptive, subscription, redemption or conversion rights. There are no sinking fund provisions applicable to our Common Stock.

Board of Directors. The Board of Directors will not be classified. At each annual meeting, the successors to the directors whose term expire at that meeting are elected for a term of office to expire at the next annual meeting after their election or until their successors have been duly elected and qualified. Directors may be removed with or without “cause” by a stockholder vote, unless a number of shares sufficient to elect such director (if voted cumulatively) vote against removal. Vacancies may be filled by the Board of Directors or by the stockholders, provided that only stockholders may fill vacancies created with the removal of a director.

Transfer Agent. American Stock Transfer & Trust Company, LLC is the Transfer Agent and Registrar for the shares of our Common Stock.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The registrant’s Articles provide that the liability of the directors of the Company for monetary damages is eliminated to the fullest extent permitted by California law. The Articles and Bylaws provide that the registrant shall fully indemnify its directors and officers who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director or officer of the registrant, or is or was serving at the request of the registrant as a director or officer of another corporation or other enterprise or was a director or officer of a corporation that was a predecessor corporation of the registrant, against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the registrant and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. To indemnify expenses, judgments, etc., California law requires a determination by (a) majority vote of a quorum of disinterested directors, (b) independent legal counsel in a written opinion if such a quorum of directors is not obtainable (c) stockholders, with the shares owned by the person to be indemnified not being entitled to vote thereon, if any, or (d) the court in which the proceeding is or was pending upon application made by the registrant, agent or other person rendering services in connection with the defense, whether or not the application by such person is opposed by the registrant, that the person seeking indemnification has satisfied the applicable standard of conduct. The registrant has also entered into indemnification agreements with its directors and officers that provide indemnification to the fullest extent permitted by California law.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit No.		Description

4.1		Articles of Incorporation (1)

4.2		Bylaws (1)

5.1		Opinion of Ropes & Gray LLP*

23.1		Consent of BDO USA, LLP*

23.2		Consent of Ropes & Gray LLP (filed as a part of Exhibit 5.1)

24.1		Power of attorney (set forth on signature page)

99.1		2010 Equity Incentive Plan, as amended (2)

99.2		Stock Option Agreement between the Registrant and George Tidmarsh, dated April 10, 2012*

99.3		Stock Option Agreement between the Registrant and Saiid Zarrabian, dated April 10, 2012*

99.4		Restricted Stock Unit Grant Agreement between the Registrant and Saiid Zarrabian, dated April 10, 2012*

99.5		Stock Option Agreement between the Registrant and James Rolke, dated April 10, 2012*

99.6		Restricted Stock Unit Grant Agreement between the Registrant and James Rolke, dated April 10, 2012*

99.7		Restricted Stock Unit Grant Agreement between the Registrant and Chester S. Zygmont, III, dated August 17, 2012*

*	Filed herewith

(1)	Previously filed with the Company’s Current Report on Form 8-K filed June 20, 2012 and incorporated by reference herein.

(2)	Filed as Appendix A to the Company’s Proxy Statement filed April 23, 2012 and incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Diego, California, on November 13, 2012.


LA JOLLA PHARMACEUTICAL COMPANY

By:		/s/ George Tidmarsh
		George Tidmarsh, M.D., Ph.D.
		President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints George Tidmarsh, his attorney-in-fact, with power of substitution, in his name and in the capacity indicated below, to sign any and all further amendments (including post-effective amendments) to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date

/s/ George Tidmarsh George Tidmarsh, M.D., Ph.D.	President, Chief Executive Officer and Director (Principal Executive, Financial and Accounting Officer)	November 13, 2012

/s/ Saiid Zarrabian Saiid Zarrabian	Director	November 13, 2012

EXHIBIT INDEX


Exhibit No.		Description

	4.1	Articles of Incorporation (1)

	4.2	Bylaws (1)

	5.1	Opinion of Ropes & Gray LLP*

	23.1	Consent of BDO USA, LLP*

	23.2	Consent of Ropes & Gray LLP (filed as a part of Exhibit 5.1)

	24.1	Power of attorney (set forth on signature page)

	99.1	2010 Equity Incentive Plan, as amended (2)

	99.2	Stock Option Agreement between the Registrant and George Tidmarsh, dated April 10, 2012*

	99.3	Stock Option Agreement between the Registrant and Saiid Zarrabian, dated April 10, 2012*

	99.4	Restricted Stock Unit Grant Agreement between the Registrant and Saiid Zarrabian, dated April 10, 2012*

	99.5	Stock Option Agreement between the Registrant and James Rolke, dated April 10, 2012*

	99.6	Restricted Stock Unit Grant Agreement between the Registrant and James Rolke, dated April 10, 2012*

	99.7	Restricted Stock Unit Grant Agreement between the Registrant and Chester S. Zygmont, III, dated August 17, 2012*

*	Filed herewith

(1)	Previously filed with the Company’s Current Report on Form 8-K filed June 20, 2012 and incorporated by reference herein.

(2)	Filed as Appendix A to the Company’s Proxy Statement filed April 23, 2012 and incorporated herein by reference.

EX-5.1 2 d438012dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

ROPES & GRAY LLP

THREE EMBARCADERO CENTER

SAN FRANCISCO, CA 94111-4006

WWW.ROPESGRAY.COM

November 13, 2012

La Jolla Pharmaceutical Company

4370 La Jolla Village Drive, Suite 400

San Diego, California 92122

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by La Jolla Pharmaceutical Company, a California corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 605,010,380 shares of Common Stock, $0.0001 par value, of the Company (the “Shares”). The Shares are issuable (i) pursuant to standalone inducement awards (the “Inducement Awards”) and (ii) under the Company’s 2010 Equity Incentive Plan (the “2010 Plan”).

We are familiar with the actions taken by the Company in connection with the adoption of the Inducement Awards and the 2010 Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the California Corporations Code.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the respective Inducement Award or the Plan, as applicable, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-23.1 3 d438012dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

La Jolla Pharmaceutical Company

San Diego, California

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of La Jolla Pharmaceutical Company of our report dated March 30, 2012, relating to the consolidated financial statements of La Jolla Pharmaceutical Company appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

/s/ BDO USA, LLP

San Diego, California

November 13, 2012

EX-99.2 4 d438012dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Stock Option Agreement

LA JOLLA PHARMACEUTICAL COMPANY

April 10, 2012

George F. Tidmarsh

Re: Grant of Non-statutory Stock Option



Option Shares: 506,300,087		Grant Date: April 10, 2012

Price per share: $0.06		Vesting Base Date: January 19, 2012

		Fully-Vested Date: January 19, 2016

Option control no.:		Expiration Date: April 10, 2022

Dear George:

I am pleased to confirm that the Company has granted you an option to purchase shares of our common stock outside of the Company’s 2010 Equity Incentive Plan (the “Plan”), but governed in all respects by the terms of the Plan. To accept your stock option, please sign the enclosed copy of this letter and return it to George Tidmarsh, President and Chief Executive Officer. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Plan.

General terms

Your option is intended to be a non-statutory option. The basic terms of your option grant are identified in the information block at the top of this offer letter.

Purchase and payment

Your option vests (becomes exercisable) with respect to one-quarter of the underlying shares on January 19, 2013 and, with respect to the remaining shares, monthly thereafter over the next three years, calculated to the closest whole share, so that all shares will become purchasable on the Fully-Vested Date shown above. Following the Termination of your service, the unvested portions of the option, if any, as of the date of Termination shall be forfeited. Your option will vest in full immediately prior to any Change in Control.

If you decide to purchase shares under this option, you will be required to submit a completed exercise agreement on a form approved by the Company, together with payment for the shares. You may pay for the shares (plus any associated withholding taxes) using cash, a check, a wire transfer or any other form of payment permitted by the Company at the time you wish to exercise. Shares available under this option must be purchased, if at all, no later than the Expiration Date.

We value your efforts and look forward to your continued contribution.

Sincerely,

/s/ Saiid Zarrabian

Saiid Zarrabian

Member of the Board of Directors

I accept this option and agree to the terms of this offer letter and the Plan.


/s/ George F. Tidmarsh				April 10, 2012
Optionee signature				Date

OPTION EXERCISE

AND

STOCK PURCHASE AGREEMENT

Instructions

1.	Read the entire Agreement carefully. This is a legally binding agreement between you and the Company.

2.	Items A – C: insert your name and identifying information.

3.	Items D-G: identify the stock option you want to exercise.

4.	Item H: identify how many shares you want to purchase.

5.	Item I: Calculate the Option Price by multiplying the share number in Item H by the purchase price per share in Item E.

6.	Item J: Confirm with the Company whether a tax withholding amount should be entered in this space.

7.	Item K: Add the Option Price in Item I to the tax withholding amount, if any, in Item J. Insert the resulting Purchase Price in Item K.

8.	Item L: Identify your approved method of payment for the Shares.

9.	Signatures: Sign the Agreement in the space provided on page 10. *Important note:* If you are married, your spouse also is required to sign.

10.

Submit your fully completed and signed Agreement, together with payment of the Purchase Price, to George F. Tidmarsh, President and Chief Executive Officer.

OPTION EXERCISE AND

STOCK PURCHASE AGREEMENT

Date: 4/10/2012

OPTIONHOLDER / PURCHASER

(A) Name:

(B) Employee number:

STOCK OPTION

(D) Option Shares (total) subject to this Option:

(E) Purchase Price per Share:

(F) Grant Date:

(G) Option Control Number:

OPTION SHARES PURCHASED UNDER THIS AGREEMENT

(H) Shares purchased:

(I) Option Price [ (E) x (H) ]:

(J) Tax withholding (if applicable):

(to be calculated by Company)

(K) Purchase Price [ (I) + (J) ]:

PAYMENT METHOD (select one or more)

(L) Cash or check (enclosed):

Wire transfer:

(Identify sending bank and wire transfer number)

“Cashless exercise”:

(Identify approved FINRA broker-dealer and attach agreement)

Other:

(Attach Company approval for other form of payment)

1. Exercise of Option.

1.1. I am exercising my right to purchase the number of shares of common stock of La Jolla Pharmaceutical Company indicated on Line (H) by exercising the option identified on Lines (D) through (G). The per share purchase price of the option is indicated on Line (E) and the aggregate purchase price of the shares I am purchasing is indicated on Line (I). I acknowledge that I may be responsible for tax withholding on the shares, in which case the aggregate purchase price would be as indicated on Line (K) (which the Company will complete). The shares that I am purchasing by exercising my option are referred to in this agreement as the “Shares.” The total purchase price of the shares is referred to in this agreement as the “Purchase Price.” I acknowledge that the option I am exercising is subject to the rules of the 2010 Equity Incentive Plan of La Jolla Pharmaceutical Company (the “Plan”).

1.2. With this signed agreement, I have submitted either (a) cash or a check for the amount of the Purchase Price or (b) irrevocable wire transfer instructions for the Purchase Price, or (c) a certificate or certificates (or designation of such certificates if permitted by the Plan) representing shares of La Jolla Pharmaceutical Company common stock that I have owned for at least six months if the shares were acquired by me through exercise of an option, and that have a fair market value (as determined in accordance with the Plan) as of this date equal to the Purchase Price. I recognize that other forms of payment may be permitted by the written approval of the Company.

2. Representations

2.1. Taxes. The Company has made no warranties or representations to me with respect to the income tax consequences of the transactions contemplated by this Agreement and I am not relying on the Company or its representatives for an assessment of such tax consequences. I have had adequate opportunity to consult with my personal tax advisor prior to submitting this Agreement to the Company.

2.2. Repurchase. If the Shares are subject to a right of repurchase in favor of the Company at their original purchase price when I cease to provide services for the Company, or if I could be subject to suit under Section 16(b) of the Securities Exchange Act of 1934 with respect to the purchase of the Shares, I will execute and deliver to the Company a copy of the Acknowledgment and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Internal Revenue Code (the “Acknowledgment”) attached as Exhibit A. I acknowledge that I am primarily responsible for filing any Section 83(b) elections although the Company will, as an accommodation to me and without assuming any liability, file a duplicate election if I promptly provide an executed form with the Acknowledgement and Statement of Decision Regarding Section 83(b). I will consult with my own tax advisor to determine if there is a comparable election to file in the state of where I reside and whether filing a federal or state Section 83(b) election is desirable under my circumstances.

3. Miscellaneous Provisions.

3.1. Successors and Assigns. Subject to the limitations set forth in this Agreement, the benefits and obligations of this Agreement will be binding on the executors, administrators, heirs, legal representatives, successors, and assigns of the parties.

3.2. Costs. I will repay the Company for all costs and damages, including incidental and consequential damages and attorney’s fees, resulting from any transfer of the Shares which is not in compliance with the provisions of this Agreement.

3.3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California excluding those laws that direct the application of the laws of another jurisdiction.

3.4. Notices. All notices and other communications under this Agreement shall be in writing. Unless and until I am notified in writing to the contrary, all notices, communications, and documents directed to the Company and related to the Agreement, if not delivered by hand, shall be mailed, addressed to:

La Jolla Pharmaceutical Company

Attention: George F. Tidmarsh, President and Chief Executive Officer

at the Company’s principal office location.

3.5. Communications. Unless and until I notify the Company in writing to the contrary, all notices, communications, and documents intended for me and related to this Agreement, if not delivered by hand, shall be mailed to my last known address as shown on the Company’s books. Notices and communications shall be mailed by first class mail, postage prepaid; documents shall be mailed by registered mail, return receipt requested, postage prepaid. All mailings and deliveries related to this Agreement shall be deemed received when actually received, if by hand delivery, and three business days after mailing, if by mail.

3.6. Arbitration. All disputes arising out of this Agreement will be finally settled by arbitration in accordance with the then existing rules of the American Arbitration Association. The arbitration will be conducted in the county of San Diego, California. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction over it; provided that nothing in this Agreement shall prevent a party from applying to a court of competent jurisdiction to obtain temporary relief pending resolution of the dispute through arbitration. The parties agree that service of any notices in the course of such arbitration at their respective addresses as provided for in this agreement shall be valid and sufficient.

3.7. This is not an employment contract. This Agreement is not to be interpreted as a guarantee or contract of continuing employment.


LA JOLLA PHARMACEUTICAL COMPANY

By:
Title: Member of the Board of Directors

I hereby agree to be bound by all of the terms and conditions of this Agreement and the Plan.


Purchaser’s signature:

Printed name: George F. Tidmarsh, M.D. Ph.D.

The purchaser’s spouse indicates by the execution of this Agreement his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the Shares hereby purchased.

Purchaser’s Spouse

EX-99.3 5 d438012dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

Stock Option Agreement

LA JOLLA PHARMACEUTICAL COMPANY

April 10, 2012

Saiid Zarrabian

Re:

Grant of Non-statutory Stock Option


Option Shares: 18,907,498				Grant Date: April 10,2012

Price per share: $0.06				Vesting Base Date: January 20, 2012

				Fully-Vested Date: January 20, 2013

Option control no.:				Expiration Date: April 10, 2022

Dear Saiid:

General terms

Your option is intended to be a non-statutory option. The basic terms of your option grant are identified in the information block at the top of this offer letter.

Purchase and payment

Your option vests (becomes exercisable) with respect to one-quarter of the underlying shares on each of April 20, 2012, July 20, 2012, October 20, 2012 and January 20, 2013, calculated to the closest whole share, so that all shares will become purchasable on the Fully-Vested Date shown above. Following the Termination of your service, the unvested portions of the option, if any, as of the date of Termination shall be forefeited. Your option will vest in full immediately prior to any Change in Control.

We value your efforts and look forward to your continued contribution.

Sincerely,

/s/ George F. Tidmarsh

George F. Tidmarsh, M.D., Ph.D.

President and Chief Executive Officer

I accept this option and agree to the terms of this offer letter and the Plan.


/s/ Saiid Zarrabian		April 24, 2012
Optionee signature		Date

OPTION EXERCISE

AND

STOCK PURCHASE AGREEMENT

Instructions

1.	Read the entire Agreement carefully. This is a legally binding agreement between you and the Company.

2.	Items A – C: insert your name and identifying information.

3.	Items D-G: identify the stock option you want to exercise.

4.	Item H: identify how many shares you want to purchase.

5.	Item I: Calculate the Option Price by multiplying the share number in Item H by the purchase price per share in Item E.

6.	Item J: Confirm with the Company whether a tax withholding amount should be entered in this space.

7.	Item K: Add the Option Price in Item I to the tax withholding amount, if any, in Item J. Insert the resulting Purchase Price in Item K.

8.	Item L: Identify your approved method of payment for the Shares.

9.	Signatures: Sign the Agreement in the space provided on page 10. *Important note:* If you are married, your spouse also is required to sign.

10.	Submit your fully completed and signed Agreement, together with payment of the Purchase Price, to George F. Tidmarsh, President and Chief Executive Officer.

OPTION EXERCISE AND

STOCK PURCHASE AGREEMENT

Date: 4/10/2012

OPTIONHOLDER / PURCHASER

(A) Name:

(B) Employee number:

STOCK OPTION

(D) Option Shares (total) subject to this Option:

(E) Purchase Price per Share:

(F) Grant Date:

(G) Option Control Number:

OPTION SHARES PURCHASED UNDER THIS AGREEMENT

(H) Shares purchased:

(I) Option Price [ (E) x (H) ]:

(J) Tax withholding (if applicable):

(to be calculated by Company)

(K) Purchase Price [ (I) + (J) ]:

PAYMENT METHOD (select one or more)

(L) Cash or check (enclosed):

Wire transfer:

(Identify sending bank and wire transfer number)

“Cashless exercise”:

(Identify approved FINRA broker-dealer and attach agreement)

Other:

(Attach Company approval for other form of payment)

1. Exercise of Option.

2. Representations

3. Miscellaneous Provisions.

La Jolla Pharmaceutical Company

Attention: George F. Tidmarsh, President and Chief Executive Officer

at the Company’s principal office location.

3.7. This is not an employment contract. This Agreement is not to be interpreted as a guarantee or contract of continuing employment.


LA JOLLA PHARMACEUTICAL COMPANY

By:

Title: President and Chief Executive Officer

I hereby agree to be bound by all of the terms and conditions of this Agreement and the Plan.


Purchaser’s signature:

Printed name: Saiid Zarrabian

Purchaser’s Spouse

EX-99.4 6 d438012dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

LA JOLLA PHARMACEUTICAL COMPANY

Restricted Stock Unit Grant Agreement

This Restricted Stock Unit Grant Agreement (the “Agreement”) is dated as of April 10, 2012 and is entered into between La Jolla Pharmaceutical Company, a Delaware corporation (the “Company”), and Saiid Zarrabian (the “Awardee”). This award is granted outside of the Company’s 2010 Equity Incentive Plan (the “Plan”) but is governed in all respects by the terms of the Plan. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Plan.

AGREEMENT

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

1. Award of Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan (the terms of which are incorporated herein by reference) and effective as of the date set forth above, the Company hereby grants to the Awardee 10,360,892 Restricted Stock Units.

2. Vesting. The Restricted Stock Units shall vest with respect to one-quarter of the underlying shares on each of April 20, 2012, July 20, 2012, October 20, 2012 and January 20, 2013, calculated to the closest whole share, so that the Restricted Stock Units will vest in full on January 20, 2013 (the “Vesting Date”). All outstanding Restricted Stock Units will vest in full immediately prior to any Change in Control.

3. Effect of Termination. Following the termination of Awardee’s Service, the unvested portions of the Restricted Stock Units, if any, as of the date of termination shall be forfeited.

4. Distribution. Shares of stock evidencing a one-for-one conversion (adjusted as provided in the Plan) of vested Restricted Stock Units into Shares (the “Shares”) shall be issued and registered in the Awardee’s name as promptly as practicable following the Vesting Date. Notwithstanding the foregoing, the distribution of the Shares may, for directors and officers of the Company, be deferred beyond the Vesting Date if such director or officer (a) elects to make such a deferral within thirty days from the date of grant and (b) executes and delivers a deferral election form, which is attached hereto as Exhibit A. In the case of Awardee’s death, Shares shall be issued to the Awardee’s beneficiary or estate as soon as practicable. If a deferral election has been made, the distribution of the Shares shall occur at the time provided in the deferral election.

5. Dividends. Participants holding Restricted Stock Units shall not be entitled to receive cash payments equal to any cash dividends and other distributions paid with respect to a corresponding number of Shares until the underlying Shares have been delivered in accordance with this Agreement.

6. Tax Withholding Obligations. In circumstances in which tax withholding is applicable, to meet any such obligations of the Company and Awardee that might arise with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in or connection with the award, deferral, or settlement of the Restricted Stock Units, the Awardee shall remit to the Company an amount of cash sufficient to meet the withholding requirements and/or the Company shall withhold the required amounts from the Awardee’s pay. Notwithstanding the foregoing, the Committee may, in its sole discretion, allow Awardee to satisfy such withholding obligations upon settlement of the Restricted Stock Units by withholding a number of Shares having a Fair Market Value equal to the Company’s statutory withholding obligations. The Company shall not deliver any of the Shares until and unless the Awardee has made the payment(s) required herein or proper provision for required withholding has been made. The Awardee hereby consents to any action reasonably taken by the Company to meet the withholding obligations.

7. Restriction on Transferability. Restricted Stock Units may not be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, transfers can be made pursuant to intra-family transfer instruments or to an inter vivos trust.

8. Rights as Shareholder. The Awardee shall not have voting or any other rights as a shareholder of the Company with respect to the Restricted Stock Units. Upon settlement of the Restricted Stock Units into Shares, the Awardee will obtain full voting and other rights as a shareholder of the Company.

9. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Awardee, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.

10. Effect on Other Employee Benefit Plans. The value of the Restricted Stock Units granted pursuant to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating the Awardee’s benefits under any Awardee or other benefit plan sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

11. Effect on Service. The award of the Restricted Stock Units pursuant to this Agreement shall not give the Awardee any right to remain in the service of the Company or any Affiliate. The award is completely within the discretion of the Company. It is not made as a part of any ongoing element of compensation or something that the Awardee should expect to receive annually or on any other periodic basis. It does not constitute part of the Awardee’s compensation for purposes of determining any post-employment payment or severance.

12. Amendment. This Agreement may be amended only by a writing executed by the Company and the Awardee which specifically states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Awardee, and provided that no such amendment adversely affects the rights of the Awardee (but limiting the foregoing, the Committee reserves the right to change, by written notice to the Awardee, the provisions of the Restricted Stock Units or this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to Restricted Stock Units which are then subject to restrictions as provided herein).

13. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Secretary of the Company. Any notice to be given to the Awardee shall be addressed to the Awardee at the address listed in the Company’s records. By a notice given pursuant to this Section, either party may designate a different address for notices. Any notice shall have been deemed given when actually delivered.

14. Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

15. Construction. The Restricted Stock Units are being issued subject to the terms of the Plan, the terms of which are incorporated herein by reference. A copy of the Plan has been given to the Awardee, and additional copies of the Plan are available upon request during normal business hours at the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an express provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

16. Miscellaneous.

(a) The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(c) All obligations of the Company under the Plan and this Agreement, with respect to the Restricted Stock Units, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

(d) By signing this Agreement, the Awardee acknowledges that his or her personal employment information regarding participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with other entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan. By signing this Agreement the Awardee consents to such transmission of personal data as the Company believes is appropriate to administer the Plan.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of the day and year first above written.


AWARDEE	LA JOLLA PHARMACEUTICAL COMPANY

/s/ Saiid Zarrabian	By:	/s/ George F. Tidmarsh
Signature		Name: George F. Tidmarsh, M.D. Ph.D.
		Title: President and Chief Executive Officer
Saiid Zarrabian
Print Name


Award No.
Award Date:
No. Shares:

DIRECTOR AND OFFICER

RSU DEFERRAL ELECTION

The following constitutes an election by the undersigned director or officer of La Jolla Pharmaceutical Company to defer payment of vested benefits pursuant to the Restricted Stock Unit award referred to above granted to the undersigned on April 10, 2012 subject to the terms of the La Jolla Pharmaceutical Company 2010 Equity Incentive Plan (“Plan”).

Election: The undersigned hereby elects to receive the distribution (in Company Shares) of La Jolla common stock underlying vested Restricted Stock Units as follows (please select one of the three distribution choices below):

•

In one lump sum upon a “separation from service” (as defined in the final regulation promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Regulation”))(such event being, a “Separation from Service”); or

•

In one lump sum on ; or

•

In equal annual installments, starting on .

In the event of death, Disability (as defined in the Regulation) or a Change in Control (as defined in the Regulation), distribution of vested Restricted Stock Units shall be made immediately in one lump sum. I understand that if I am considered a “specified employee” (as defined in the Regulation) and distribution is made on account of a Separation from Service, distribution shall not be made until six months and a day after my Separation from Service, or death, if earlier.

Change of Election: I hereby acknowledge that I may not change the date of the distribution as elected above unless I do so at least twelve months prior to the date the first distribution is due under the election above and at least twelve months prior to the date my new election is scheduled to take effect. I also acknowledge that if I change my distribution date elected above, the first date I may receive any distribution with respect to Shares covered by this election is not earlier than five years after the date payment would otherwise have been made pursuant to the election above. Such change must be timely filed in writing with the Company’s stock option administrator. The Company shall have sole discretion to revise the terms of this election or any change, or the procedures with respect to making this election or any change, to the extent the Company deems it helpful or appropriate to comply with applicable law.



Awardee Signature				Date


Print Name

EX-99.5 7 d438012dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

Stock Option Agreement

LA JOLLA PHARMACEUTICAL COMPANY

April 10, 2012

James Rolke

Re:

Grant of Non-statutory Stock Option


		Option Shares: 67,022,886				Grant Date: April 10, 2012

		Price per share: $0.06				Vesting Base Date: January 19, 2012

						Fully-Vested Date: January 19, 2016

		Option control no.:				Expiration Date: April 10, 2022

Dear James:

General terms

Your option is intended to be a non-statutory option. The basic terms of your option grant are identified in the information block at the top of this offer letter.

Purchase and payment

We value your efforts and look forward to your continued contribution.

Sincerely,

/s/ George F. Tidmarsh

George F. Tidmarsh, M.D., Ph.D.

President and Chief Executive Officer

I accept this option and agree to the terms of this offer letter and the Plan.


/s/ James Rolke						May 23, 2012
Optionee signature						Date

OPTION EXERCISE

AND

STOCK PURCHASE AGREEMENT

Instructions

1.	Read the entire Agreement carefully. This is a legally binding agreement between you and the Company.

2.	Items A – C: insert your name and identifying information.

3.	Items D-G: identify the stock option you want to exercise.

4.	Item H: identify how many shares you want to purchase.

5.	Item I: Calculate the Option Price by multiplying the share number in Item H by the purchase price per share in Item E.

6.	Item J: Confirm with the Company whether a tax withholding amount should be entered in this space.

7.	Item K: Add the Option Price in Item I to the tax withholding amount, if any, in Item J. Insert the resulting Purchase Price in Item K.

8.	Item L: Identify your approved method of payment for the Shares.

9.	Signatures: Sign the Agreement in the space provided on page 10. *Important note:* If you are married, your spouse also is required to sign.

10.	Submit your fully completed and signed Agreement, together with payment of the Purchase Price, to George F. Tidmarsh, President and Chief Executive Officer.

OPTION EXERCISE AND

STOCK PURCHASE AGREEMENT

Date: 4/10/2012

OPTIONHOLDER / PURCHASER

(A) Name:

(B) Employee number:

STOCK OPTION

(D) Option Shares (total) subject to this Option:

(E) Purchase Price per Share:

(F) Grant Date:

(G) Option Control Number:

OPTION SHARES PURCHASED UNDER THIS AGREEMENT

(H) Shares purchased:

(I) Option Price [ (E) x (H) ]:

(J) Tax withholding (if applicable):

(to be calculated by Company)

(K) Purchase Price [ (I) + (J) ]:

PAYMENT METHOD (select one or more)

(L) Cash or check (enclosed):

Wire transfer:

(Identify sending bank and wire transfer number)

“Cashless exercise”:

(Identify approved FINRA broker-dealer and attach agreement)

Other:

(Attach Company approval for other form of payment)

1. Exercise of Option.

2. Representations

3. Miscellaneous Provisions.

La Jolla Pharmaceutical Company

Attention: George F. Tidmarsh, President and Chief Executive Officer

at the Company’s principal office location.

3.7. This is not an employment contract. This Agreement is not to be interpreted as a guarantee or contract of continuing employment.


LA JOLLA PHARMACEUTICAL COMPANY

By:

Title:		President and Chief Executive Officer

I hereby agree to be bound by all of the terms and conditions of this Agreement and the Plan.

Purchaser’s signature:

Printed name : James Rolke

Purchaser’s Spouse

EX-99.6 8 d438012dex996.htm EX-99.6 EX-99.6

Exhibit 99.6

LA JOLLA PHARMACEUTICAL COMPANY

Restricted Stock Unit Grant Agreement

This Restricted Stock Unit Grant Agreement (the “Agreement”) is dated as of April 10, 2012 and is entered into between La Jolla Pharmaceutical Company, a Delaware corporation (the “Company”), and James Rolke (the “Awardee”). This award is granted outside of the Company’s 2010 Equity Incentive Plan (the “Plan”) but is governed in all respects by the terms of the Plan. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Plan.

AGREEMENT

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

2. Vesting. The Restricted Stock Units shall vest with respect to one-quarter of the underlying shares on January 19, 2013 and, with respect to the remaining shares, monthly thereafter over the next three years, calculated to the closest whole share, so that the Restricted Stock Units will vest in full on January 19, 2016 (the “Vesting Date”). All outstanding Restricted Stock Units will vest in full immediately prior to any Change in Control.

3. Effect of Termination. Following the Termination of Awardee’s service, the unvested portions of the Restricted Stock Units, if any, as of the date of Termination shall be forfeited.

16. Miscellaneous.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of the day and year first above written.


AWARDEE	LA JOLLA PHARMACEUTICAL COMPANY

/s/ James Rolke	By:	/s/ George F. Tidmarsh
Signature		Name: George F. Tidmarsh, M.D. Ph.D.
		Title: President and Chief Executive Officer
James Rolke
Print Name


Award No.
Award Date:
No. Shares:

DIRECTOR AND OFFICER

RSU DEFERRAL ELECTION

•

In one lump sum on ; or

•

In equal annual installments, starting on .

EX-99.7 9 d438012dex997.htm EX-99.7 EX-99.7

Exhibit 99.7

LA JOLLA PHARMACEUTICAL COMPANY

Restricted Stock Unit Grant Agreement

This Restricted Stock Unit Grant Agreement (the “Agreement”) is dated as of August 17, 2012 and is entered into between La Jolla Pharmaceutical Company, a California corporation (the “Company”), and Chester S. Zygmont, III (the “Awardee”). This award is granted outside of the Company’s 2010 Equity Incentive Plan (the “Plan”) but is governed in all respects by the terms of the Plan. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Plan.

AGREEMENT

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

2. Vesting. The Restricted Stock Units shall vest with respect to one-sixth of the underlying shares on each of August 20, 2012, September 20, 2012, October 20, 2012, November 20, 2012, December 20, 2012 and January 20, 2013, calculated to the closest whole share, so that the Restricted Stock Units will vest in full on January 20, 2013 (the “Vesting Date”). All outstanding Restricted Stock Units will vest in full immediately prior to any Change in Control.

3. Effect of Termination. Following the termination of Awardee’s Service, the unvested portions of the Restricted Stock Units, if any, as of the date of termination shall be forfeited.

16. Miscellaneous.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of the day and year first above written.


AWARDEE	LA JOLLA PHARMACEUTICAL COMPANY

/s/ Chester S. Zygmont, III		By:	/s/ George F. Tidmarsh
Signature		Name:	George Tidmarsh, M.D. Ph.D.
		Title:	President and Chief Executive Officer
Chester S. Zygmont, III
Print Name


Award No.
Award Date:
No. Shares:

DIRECTOR AND OFFICER

RSU DEFERRAL ELECTION

The following constitutes an election by the undersigned director or officer of La Jolla Pharmaceutical Company to defer payment of vested benefits pursuant to the Restricted Stock Unit award referred to above granted to the undersigned on August 17, 2012 subject to the terms of the La Jolla Pharmaceutical Company 2010 Equity Incentive Plan (“Plan”).

•

In one lump sum on ; or

•

In equal annual installments, starting on .

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