LA JOLLA PHARMACEUTICAL CO
EXHIBIT 10.20
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>4
<FILENAME>a80262ex10-20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.20

     Amended in July 1996 to reduce the employment requirement for Eligible
Employees to 180 days and to coordinate Offering and Purchase Periods with LJP's
fiscal calendar.  Amended in September 1996 to clarify the determination of Fair
Market Value and Purchase Price.  Amended in May 2000, with stockholder vote, to
increase the number of shares available under the Plan by 200,000.  Amended July
2000 to change the Purchase Periods to a quarterly period instead of a
semi-annual period.  Amended in September 2000 to eliminate any requirement that
an employee be employed 180 days prior to enrolling in an offering period and to
double the number of Offering Periods, by having 24-month offering periods begin
every calendar quarter.  Amended and restated on March 19, 2001.  Amended on
February 9, 2001 by Board, subject to stockholder approval, to increase the
available shares by 300,000.  Increase in available shares approved by
stockholders on May 18, 2001.

                        LA JOLLA PHARMACEUTICAL COMPANY

                       1995 EMPLOYEE STOCK PURCHASE PLAN

     The following constitutes the provisions of the La Jolla Pharmaceutical
Company 1995 Employee Stock Purchase Plan (as amended and restated effective
March 19, 2001) (the "Plan").

1.      Purpose.

     The purpose of the Plan is to maintain competitive equity compensation
programs and to provide employees of La Jolla Pharmaceutical Company (the
"Company") with an opportunity and incentive to acquire a proprietary interest
in the Company through the purchase of the Company's Common Stock, thereby more
closely aligning the interests of the Company's employees and stockholders.  It
is the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended ("Section 423").  Accordingly, the provisions of the Plan shall be
construed to extend and limit participation consistent with the requirements of
Section 423.

2.      Definitions.

     Capitalized terms used in this Plan and not otherwise defined have the
meanings set forth below.

     "Administrator" means the Committee, or the Board if the Board asserts
administrative authority over the Plan pursuant to Section 13.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee" means a committee of members of the Board meeting the
qualifications described in Section 13 and appointed by the Board to administer
the Plan.

     "Common Stock" shall mean the Common Stock of the Company.
<PAGE>
     "Compensation" means base salary or hourly compensation and any cash bonus
paid to a participant.

     "Eligible Employee" means any employee of the Company whose customary
employment is for more than five months per calendar year and for more than 20
hours per week.  For purposes of the Plan, the employment relationship shall be
treated as continuing while the individual is on sick leave or other leave of
absence approved by the Company, except that when the period of leave exceeds 90
days and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship will be deemed to have
terminated on the 91st day of such leave.

     "Enrollment Date" means the first day of each Offering Period.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exercise Date" means the last day of each Purchase Period.

     "Fair Market Value" of the Common Stock as of the time of any determination
thereof means the value of Common Stock determined as follows:

        (1)     If the Common Stock is listed on any established stock exchange
or trades on the Nasdaq National Market, its Fair Market Value shall be the most
recent closing sales price for such stock (or the closing bid, if no sales were
reported), as quoted on such exchange or system (or the exchange or system with
the greatest volume of trading in the Common Stock) as of the time of such
determination as reported in the Wall Street Journal or such other source as the
Administrator deems reliable; or

        (2)  If the Common Stock is not listed on any established stock exchange
or traded on the Nasdaq National Market its Fair Market Value shall be the mean
between the most recent closing high and low asked prices for the Common Stock
as of the time of such determination, as reported in the Wall Street Journal or
such other source as the Administrator deems reliable; or

        (3)  In the absence of an established market for the Common Stock, the
Fair Market Value of the Common Stock shall be determined in good faith by the
Administrator.

     "Offering Period" means (i) the period of twenty-three (23) months
commencing on August 1, 1996 and terminating on June 30, twenty-three (23)
months later; (ii) each period of twenty-four (24) months commencing on January
1, 1997 and each January 1 thereafter for the duration of the Plan and
terminating on the December 31 twenty-four (24) months later; (iii) each period
of twenty-four (24) months commencing on July 1, 1997 and each July 1 thereafter
for the duration of the Plan and terminating on the June 30 twenty-four (24)
months later; (iv) each period of twenty-four (24) months commencing on October
1, 2000 and each October 1 thereafter for the duration of the Plan and
terminating on the September 30 twenty-four (24) months later; and (v) each
period of twenty-four (24) months commencing on April 1, 2001 and each April 1
thereafter for the duration of the Plan and terminating on the March 31
twenty-four (24) months later.  The Administrator shall have the power to change
the duration of Offering Periods without stockholder approval as set forth in
Section 12 or if such change is announced at least fifteen (15) days prior to
the scheduled beginning of the first Offering Period to be affected.



                                       2
<PAGE>
     "Option" means the option granted to each participant pursuant to Section 4
upon enrollment in an Offering Period.

     "Periodic Exercise Limit" has the meaning set forth in Section 4(a).

     "Plan Account" means an account maintained by the Company for each
participant in the Plan, to which are credited the payroll deductions made for
such participant pursuant to Section 5 and from which are debited amounts paid
for the purchase of shares upon exercise of such participant's Option pursuant
to Section 6.

     "Purchase Price" as of any Exercise Date means an amount equal to 85% of
the Fair Market Value of a share of Common Stock as of the close of business on
the Exercise Date or the opening of business on the Enrollment Date for the
Offering Period in which such Exercise Date occurs, whichever is lower.

     "Purchase Period" means (i) the period of five (5) months commencing on
August 1, 1996 and ending on December 31, 1996; (ii) with respect to the
Offering Periods beginning on January and July 1, 1997, January and July 1,
1998, and January 1, 1999, each period of six (6) months within any such
Offering Period, commencing January 1, 1997 and each July 1 and January 1
thereafter, and ending on the December 31 or June 30 following such commencement
date; (iii) with respect to the Offering Period beginning on July 1, 1999, the
period of six (6) months commencing July 1, 1999 and ending on December 31,
1999, the period of six (6) months commencing on January 1, 2000 and ending on
June 30, 2000, the period of six (6) months commencing on July 1, 2000 and
ending on December 31, 2000, the period of three (3) months commencing on
January 1, 2001 and ending on March 31, 2001, and the period of three (3) months
commencing on April 1, 2001 and ending on June 30, 2001, (iv) with respect to
the Offering Period beginning on January 1, 2000, the period of six (6) months
commencing on January 1, 2000 and ending on June 30, 2000, the period of six (6)
months commencing on July 1, 2000 and ending on December 31, 2000, and each
period of three (3) months commencing on January 1, 2001 and each April 1, July
1, and October 1 thereafter, and ending on the March 31, June 30, September 30
and December 31 following such commencement date; (v) with respect to the
Offering Period beginning on July 1, 2000, the period of six (6) months
commencing on July 1, 2000 and ending on December 31, 2000, and each period of
three (3) months commencing on January 1, 2001 and each April 1, July 1, and
October 1 thereafter, and ending on the March 31, June 30, September 30 and
December 31 following such commencement date; and (vi) for any Offering Period
commencing on or after October 1, 2000, each period of three (3) months within
the Offering Period commencing on October 1, 2000 and each January 1, April 1,
July 1, and October 1 thereafter, and ending on the December 31, March 31, June
30, and September 30 following such commencement date.

     "Reserves" means the number of shares of Common Stock covered by each
Option that has not yet been exercised and the number of shares of Common Stock
that have been authorized for issuance under the Plan, but not yet placed under
any Option.

     "Rule 16b-3" means Rule 16b-3 under the Exchange Act and any successor
provision.

     "Subsidiary" has the meaning as set forth under SS 424(f) of the Code.



                                       3
<PAGE>
     "Trading Day" means a day on which national stock exchanges and the
National Association of Securities Dealers Automated Quotation System are open
for trading.

3.      Offering Periods and Participation.

     The Plan shall be implemented through a series of consecutive and
overlapping Offering Periods.  An Eligible Employee may enroll in an Offering
Period by delivering a subscription agreement in the form of Exhibit A hereto to
the Company's payroll office at least five (5) business days prior to the
Enrollment Date for that Offering Period.  Eligible Employees shall participate
in only one Offering Period at a time, and a subscription agreement in effect
for a Plan participant for a particular Offering Period shall continue in effect
for subsequent Offering Periods if the participant remains an Eligible Employee
and has not withdrawn pursuant to Section 8.

4.      Options.

     (a)        Grants.  On the Enrollment Date for each Offering Period, each
Eligible Employee participating in such Offering Period shall be granted an
Option to purchase (i) on each Exercise Date for any six-month Purchase Period
in such Offering Period (at the applicable Purchase Price) up to that number of
shares of Common Stock determined by dividing $12,500 by the Fair Market Value
of a share of Common Stock as of the opening of business on the Enrollment Date,
and (ii) on each Exercise Date for any three-month Purchase Period in such
Offering Period (at the applicable Purchase Price) up to that number of shares
of Common Stock determined by dividing $6,250 by the Fair Market Value of a
share of Common Stock as of the opening of business on the Enrollment Date
(such number of shares being the "Periodic Exercise Limit").  The Option shall
expire immediately after the last Exercise Date of the Offering Period.

     (b)        Grant Limitations.  Any provisions of the Plan to the contrary
notwithstanding, no participant shall be granted an Option under the Plan:

        (i)   if, immediately after the grant, such participant (or any other
person whose stock would be attributed to such participant pursuant to Section
424(d) of the Code) would own stock and/or hold outstanding options to purchase
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company or of any Subsidiary; or

        (ii)  which permits such participant's rights to purchase stock under
all employee stock purchase plans of the Company and its Subsidiaries to accrue
at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
(determined at the Fair Market Value of the shares at the time such Option is
granted) in any calendar year.

     (c)        No Rights in Respect of Underlying Stock.  The participant will
have no interest or voting right in shares covered by an Option until such
Option has been exercised.



                                       4
<PAGE>
5.      Payroll Deductions.

     (a)        Participant Designations.  The subscription agreement applicable
to an Offering Period shall designate payroll deductions to be made on each
payday during the Offering Period as a whole number percentage not exceeding ten
percent (10%) of such Eligible Employee's Compensation for the pay period
preceding such payday, provided that the aggregate of such payroll deductions
during the Offering Period shall not exceed ten percent (10%) of the
participant's Compensation during said Offering Period.

     (b)        Plan Account Balances.  The Company shall make payroll
deductions as specified in each participant's subscription agreement on each
payday during the Offering Period and credit such payroll deductions to such
participant's Plan Account.  A participant may not make any additional payments
into such Plan Account.  No interest will accrue on any payroll deductions.  All
payroll deductions received or held by the Company under the Plan may be used by
the Company for any corporate purpose, and the Company shall not be obligated to
segregate such payroll deductions.

     (c)        Participant Changes.  A participant may discontinue his or her
participation in the Plan as provided in Section 8, or may increase or decrease
(subject to such limits as the Administrator may impose) the rate of his or her
payroll deductions during any Purchase Period by filing with the Company a new
subscription agreement authorizing such a change in the payroll deduction rate.
The change in rate shall be effective with the first full payroll period
following five (5) business days after the Company's receipt of the new
subscription agreement, unless the Company elects to process a given change in
participation more quickly.

     (d)        Decreases.  Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(8) of the Code and Section 4(b) herein,
a participant's payroll deductions may be decreased to 0% at such time during
any Purchase Period that is scheduled to end during a calendar year (the
"Current Purchase Period") when the aggregate of all payroll deductions
previously used to purchase stock under the Plan in a prior Purchase Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Purchase Period equal $21,250.  Payroll deductions
shall recommence at the rate provided in such participant's subscription
agreement at the beginning of the first Purchase Period that is scheduled to end
in the following calendar year, unless terminated by the participant as provided
in Section 8.

     (e)        Tax Obligations.  At the time of each exercise of a
participant's Option, and at the time any Common Stock issued under the Plan to
a participant is disposed of, the participant must adequately provide for the
Company's federal, state, or other tax withholding obligations, if any, that
arise upon the exercise of the Option or the disposition of the Common Stock.
At any time, the Company may, but will not be obligated to, withhold from the
participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefit attributable to sale or
early disposition of Common Stock by the participant.

     (f)        Statements of Account.  The Company shall maintain each
participant's Plan Account and shall give each Plan participant a statement of
account at least annually.  Such statements will set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any, for the period covered.



                                       5
<PAGE>
6.      Exercise of Options.

     (a)        Automatic Exercise on Exercise Dates.  Unless a participant
withdraws as provided in Section 8, his or her Option for the purchase of shares
will be exercised automatically on each Exercise Date within the Offering Period
in which such participant is enrolled for the maximum number of shares of Common
Stock, including fractional shares, as can then be purchased at the applicable
Purchase Price with the payroll deductions accumulated in such participant's
Plan Account and not yet applied to the purchase of shares under the Plan,
subject to the Periodic Exercise Limit.  During a participant's lifetime, a
participant's Options to purchase shares hereunder are exercisable only by the
participant.

     (b)        Delivery of Shares.  As promptly as practicable after each
Exercise Date on which a purchase of shares occurs, the Company shall arrange
the delivery to each participant, as appropriate, of a certificate or book entry
transfer representing the shares purchased upon exercise of his or her Option,
provided that the Company may in its discretion hold fractional shares for the
accounts of the participants pending aggregation to whole shares.

     (c)        Compliance with Law.  Shares shall not be issued with respect to
an Option unless the exercise of such Option and the issuance and delivery of
such shares pursuant thereto comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations promulgated thereunder,
and the requirements of any stock exchange upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.  As a condition to the exercise of an Option,
the Company may require the participant for whom an Option is exercised to
represent and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of
law.  Shares issued upon purchase under the Plan may be subject to such transfer
restrictions and stop-transfer instructions as the Administrator deems
appropriate.

     (d)        Excess Plan Account Balances.  If, due to application of the
Periodic Exercise Limit, there remains in a participant's Plan Account
immediately following exercise of such participant's Option on an Exercise Date
any cash accumulated during the Purchase Period immediately preceding such
Exercise Date and not applied to the purchase of shares under the Plan, such
cash shall promptly be returned to the participant.

7.      Automatic Transfer to Low Price Offering Period.

     If the Fair Market Value of the Common Stock as of the close of business on
any Exercise Date is lower than the Fair Market Value of the Common Stock as of
the opening of business on the Enrollment Date for the Offering Period in which
such Exercise Date occurs, then all participants in such Offering Period shall
be automatically withdrawn from such Offering Period immediately after the
exercise of their Options on such Exercise Date and automatically re-enrolled in
the immediately following Offering Period as of the first day thereof.



                                       6
<PAGE>
8.      Withdrawal; Termination of Employment.

     (a)        Voluntary Withdrawal.  A participant may withdraw from an
Offering Period by giving written notice to the Company's payroll office at
least five (5) business days prior to the next Exercise Date.  Such withdrawal
shall be effective beginning five business days after receipt by the Company's
payroll office of notice thereof.  On or promptly following the effective date
of any withdrawal, all (but not less than all) of the withdrawing participant's
payroll deductions credited to his or her Plan Account and not yet applied to
the purchase of shares under the Plan will be paid to such participant, and on
the effective date of such withdrawal such participant's Option for the Offering
Period will be automatically terminated, and no further payroll deductions for
the purchase of shares will be made during the Offering Period.  If a
participant withdraws from an Offering Period, payroll deductions will not
resume at the beginning of any succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement with respect thereto.

     (b)        Termination of Employment.  Promptly after a participant's
ceasing to be an Eligible Employee for any reason the payroll deductions
credited to such participant's Plan Account  and not yet applied to the purchase
of shares under the Plan will be returned to such participant or, in the case of
his or her death, to the person or persons entitled thereto under Section 10,
and such participant's Option will be automatically terminated, provided that,
if the Company does not learn of such death more than five (5) business days
prior to an Exercise Date, payroll deductions credited to such participant's
Plan account may be applied to the purchase of shares under the Plan on such
Exercise Date.

9.      Transferability.

     Neither payroll deductions credited to a participant's Plan Account nor any
rights with regard to the exercise of an Option or to receive shares under the
Plan nor any Option itself may be assigned, transferred, pledged or otherwise
disposed of by the participant in any way other than by will, the laws of
descent and distribution or as provided in Section 10 hereof.  Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect,
except that the Administrator may treat such act as an election to withdraw from
an Offering Period in accordance with Section 8.

10.     Designation of Beneficiary.

     A participant may file a written designation of a beneficiary who is to
receive any cash from the participant's Plan Account in the event of such
participant's death and any shares purchased for the participant upon exercise
of his or her Option but not yet issued.  If a participant is married and the
designated beneficiary is not the spouse, spousal consent may be required for
such designation to be effective.  A designation of beneficiary may be changed
by a participant at any time by written notice.  In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.


                                       7
<PAGE>
11.     Stock.

     The maximum number of shares of the Company's Common Stock that shall be
made available for sale under the Plan shall be 800,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided in Section
12.  If on a given Enrollment Date or Exercise Date the number of shares with
respect to which Options are to be granted or exercised exceeds the number of
shares then available under the Plan, the Administrator shall make a pro rata
allocation of the shares remaining available for purchase in as uniform a manner
as shall be practicable and as it shall determine to be equitable.  Shares of
Common Stock subject to unexercised Options that expire, terminate or are
cancelled will again become available for the grant of further Options under the
Plan.

12.     Adjustments Upon Changes in Capitalization, Dissolution, Merger or
        Asset Sale.

     (a)        Changes in Capitalization.  Subject to any required action by
the stockholders of the Company, the Reserves as well as the Purchase Price,
Periodic Exercise Limit, and other characteristics of the Options, shall be
appropriately and proportionately adjusted for any increase or decrease or
exchange in the issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, exchange or any other increase or decrease in the number of shares
of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive.  Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.  The Administrator may, if it so
determines in the exercise of its sole discretion, provide for adjusting the
Reserves, as well as the Purchase Price, Periodic Exercise Limit, and other
characteristics of the Options, in the event the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases or
reductions of shares of its outstanding Common Stock.

     (b)        Dissolution or Liquidation.  In the event of the proposed
dissolution or liquidation of the Company, all pending Offering Periods will
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Administrator, and all Plan Account balances will be
paid to participants as appropriate consistent with applicable law.

     (c)        Merger or Asset Sale.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger or other
combination (the "Transaction") of the Company with or into another entity, each
Option under the Plan shall be assumed or an equivalent option shall be
substituted by such successor entity or a parent or subsidiary of such successor
entity, unless the Administrator determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, to shorten the
Offering Periods then in progress by setting a new Exercise Date (the "New
Exercise Date").  If the Administrator shortens the Offering Periods then in
progress in lieu of assumption or substitution, the Administrator shall notify
each participant in writing, at least ten (l0) days prior to the New Exercise
Date, that the Exercise Date for such participant's Option has been changed to
the New Exercise Date and that such participant's Option will be exercised
automatically on the New Exercise Date, unless prior to such date the
participant has


                                       8
<PAGE>
withdrawn from the Offering Period as provided in Section 8 (provided that, in
such case, the participant's withdrawal shall be effective if notice thereof is
delivered to the Company's payroll office at least two (2) business days prior
to the New Exercise Date).  For purposes of this Section, an Option granted
under the Plan shall be deemed to be assumed if, following the Transaction the
Option confers the right to purchase at the Purchase Price (provided that for
such purposes the Fair Market Value of the Common Stock on the New Exercise Date
shall be the value per share of the consideration paid in the Transaction), for
each share of stock subject to the Option immediately prior to the Transaction,
the consideration (whether stock, cash or other securities or property) received
in the Transaction by holders of Common Stock for each share of Common Stock
held on the effective date of the transaction (and if such holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Common Stock); provided, however, that if
such consideration received in the Transaction was not solely common equity of
the successor entity or its parent (as defined in Section 424(e) of the Code),
the Administrator may, with the consent of the successor entity and the
participant, provide for the consideration to be received upon exercise of the
Option to be solely common equity of the successor entity or its parent equal in
fair market value to the per share consideration received by holders of Common
Stock in the Transaction.

13.     Administration.

     The Plan shall be administered by the Committee, which shall have the
authority to construe, interpret and apply the terms of the Plan and any
agreements defining the rights and obligations of the Company and participants
under the Plan, to prescribe, amend, and rescind rules and regulations relating
to the Plan, to determine eligibility and to adjudicate all disputed claims
filed under the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan.  The Administrator may, in its
discretion, delegate ministerial responsibilities under the Plan to the Company.
Every finding, decision and determination made by the Committee shall, to the
full extent permitted by law, be final and binding upon all parties.  Any action
of the Committee shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.  The Committee shall consist of three or more
members of the Board, each of whom shall be disinterested within the meaning of
Rule 16b-3, provided, however, that the number of members of the Committee may
be reduced or increased from time to time by the Board to the number required or
allowed by Rule 16b-3.  The Board may from time to time in its discretion
exercise any responsibilities or authority allocated to the Committee under the
Plan.  No member of the Committee or any designee thereof will be liable for any
action or determination made in good faith with respect to the Plan or any
transaction arising under the Plan.

14.     Amendment or Termination.

     (a)        Administrator's Discretion.  The Administrator may, at any time
and for any reason, terminate or amend the Plan.  Except as provided in Section
12, no such termination can affect Options previously granted, provided that an
Offering Period may be terminated by the Administrator on any Exercise Date if
the Administrator determines that such termination is in the best interests of
the Company and its stockholders.  Except as provided herein, no amendment may
make any change in any Option theretofore granted that adversely affects the
rights of any participant.  To the extent necessary to comply with and qualify
under Rule 16b-3 or under Section 423 (or any successor rule or provision or any
other applicable law or regulation), the Administrator shall obtain stockholder
approval of amendments to the Plan in such a manner and to such a degree as
required.



                                       9
<PAGE>
     (b)        Administrative Modifications.  Without stockholder consent
(except as specifically required by applicable law or regulation) and without
regard to whether any participant rights may be considered to have been
"adversely affected," the Administrator shall be entitled to amend the Plan to
the extent necessary to comply with and qualify under Rule 16b-3 and Section
423, change the Purchase Periods and/or Offering Periods, limit the frequency
and/or number of changes in payroll deductions during Purchase Periods and/or
Offering Periods, establish the exchange ratio applicable to amounts withheld in
a currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant to adjust for delays or mistakes in the
Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Administrator determines in its sole discretion to be advisable and which
are consistent with the Plan.

15.     Term of Plan.

     The Plan shall become effective upon the first Enrollment Date after its
approval by the stockholders of the Company and shall continue in effect for a
term of twenty (20) years unless sooner terminated pursuant to Section 14.

16.     Miscellaneous.

     (a)        Notices.  All notices or other communications by a participant
to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

     (b)        Subsidiaries.  The Administrator may from time to time in its
discretion permit persons who are employees of any Subsidiary whose customary
employment is for more than five months per calendar year and for more than 20
hours per week to participate in the Plan on the same terms as Eligible
Employees hereunder.

     (c)        Stockholder Approval.  The Plan shall be subject to approval by
the stockholders of the Company within twelve months before or after the date
the Board adopts the Plan.  If such stockholder approval is not obtained, the
Plan and all rights to the Common Stock purchased under the Plan shall be null
and void and shall have no effect.

     (d)        Additional Restrictions of Rule 16b-3.  The terms and conditions
of Options granted hereunder to, and the purchase of shares by, persons subject
to Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3.  This Plan shall be deemed to contain, and such Options shall
contain, and the shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.

     (e)        No Employment Rights.  The Plan does not, directly or
indirectly, create any right for the benefit of an employee or class of
employees to purchase any shares under the Plan, or create in any employee or
class of employees any right with respect to continuation of employment by the
Company, and it shall not be deemed to interfere in any


                                       10
<PAGE>
way with the Company's right to terminate, or otherwise modify, an employee's
employment at any time.

     (f)        Applicable Law.  The laws of the State of California shall
govern all matters relating to the Plan, except to the extent (if any)
superseded by the laws of the United States.

     (g)        Headings.  Headings used herein are for convenience of reference
only and do not affect the meaning or interpretation of the Plan.



                                       11
<PAGE>
                                   EXHIBIT A

                        LA JOLLA PHARMACEUTICAL COMPANY
                       1995 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

_____ Original Application      Enrollment Date: ___________

_____ Change in Payroll Deduction Rate

_____ Change of Beneficiary(ies)

1.      I, ________________________, hereby elect to participate in the La Jolla
Pharmaceutical Company 1995 Employee Stock Purchase Plan (the "Plan") and
subscribe to purchase shares of the Company's Common Stock in accordance with
this Subscription Agreement and the Plan.

2.      I hereby authorize payroll deductions from each paycheck in the amount
of ____% (not to exceed 10%) of my Compensation (as defined in the Plan) on each
payday during the Offering Period in accordance with the Plan.  (Please note
that no fractional percentages are permitted.)

3.      I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price determined
in accordance with the Plan.  I understand that if I do not withdraw from an
Offering Period, any accumulated payroll deductions will be used to
automatically exercise my Option on each Exercise Date within the Offering
Period.

4.      I have received a copy of the complete Plan.  I understand that my
participation in the Plan is in all respects subject to the terms of the Plan,
that capitalized terms used herein have the same meanings as ascribed thereto in
the Plan, and that in case of any inconsistency between this Subscription
Agreement and the Plan, the Plan shall govern.  I understand that the grant of
the Option by the Company under this Subscription Agreement is subject to
stockholder approval of the Plan.

5.      Shares purchased for me under the Plan should be issued in the name(s)
of (employee and/or spouse only):__________________________
_______________________________________________________.

6.      I understand that if I dispose of any shares received by me pursuant to
the Plan within two years after the Enrollment Date (the first day of the
Offering Period during which I purchased such shares) or within one year after
the Exercise Date (the date I purchased such shares), I will be treated for
federal income tax purposes as having received ordinary income at the time of
such disposition in an amount equal to the excess of the fair market value of
the shares at the time such shares were delivered to me over the price which I
paid for the shares, regardless of whether I disposed of the shares at a price
less than their fair market value at the Exercise Date.  The remainder of the
gain or loss, if any, recognized on such disposition will be treated as capital
gain or loss.  I hereby agree to notify the Company in writing within 30 days
after the date of any disposition of my shares, and I will make adequate
provision for Federal, State or other tax withholding obligations, if any, which
arise upon the disposition of the Common Stock.  The Company may, but will not
be obligated to, withhold from my Compensation or other amounts payable to me
the amount necessary to meet any
<PAGE>
   applicable withholding obligation including any withholding necessary to make
   available to the Company any tax deductions or benefits attributable to sale
   or early disposition of Common Stock by me.  If I dispose of such shares at
   any time after the expiration of the one-year and two-year holding periods
   described above, I understand that I will be treated for federal income tax
   purposes as having received income only at the time of such disposition, and
   that such income will be taxed as ordinary income only to the extent of an
   amount equal to the lesser of (a) the excess of the fair market value of the
   shares at the time of such disposition over the purchase price which I paid
   for the shares, or (b) 15% of the fair market value of the shares on the
   first day of the Offering Period.  The remainder of the gain or loss, if any,
   recognized on such disposition will be taxed as capital gain or loss.  I
   understand that this tax summary is only a summary for general information
   purposes and is subject to change and I agree to consult with my own tax
   advisors for definitive advice regarding the tax consequences to me of
   participation in the Plan and sale of shares purchased thereunder.

7.      I agree to be bound by the terms of the Plan.  The effectiveness of this
Subscription Agreement is dependent upon my eligibility to participate in the
Plan.

8.      In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive (in proportion to the percentages listed below) all
payments and shares due me under the Plan (use additional sheets to add
beneficiaries):

NAME: (Please print) __________________________________________________
                          (First)        (Middle)       (Last)

______________________________  ________________________________
Relationship

Percentage:  __________         ________________________________
                                   (Address)

NAME: (Please print) __________________________________________________
                          (First)        (Middle)       (Last)

______________________________  ________________________________
Relationship

Percentage:  __________         ________________________________
                                   (Address)

Employee's Social
Security Number:        ______________________________________

Employee's Address:     ______________________________________

                        ______________________________________

                        ______________________________________

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



                                       2
<PAGE>

Dated: ___________________      ______________________________________
                                 Signature of Employee

                                ______________________________________
                                 Spouse's Signature (If beneficiary
                                 other than spouse)




                                       3

</TEXT>
</DOCUMENT>
