LA JOLLA PHARMACEUTICAL CO
EX-10.1
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<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 10pt"><B>EXHIBIT 10.1</B></FONT>



<P align="center" style="font-size: 10pt"><B>LA JOLLA PHARMACEUTICAL COMPANY</B>



<P align="center" style="font-size: 10pt"><B>1995 EMPLOYEE STOCK PURCHASE PLAN</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">The following constitutes the provisions of the La Jolla Pharmaceutical Company 1995 Employee
Stock Purchase Plan (the &#147;Plan&#148;).


<P align="left" style="font-size: 10pt"><B>1.&nbsp;Purpose.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">The purpose of the Plan is to maintain competitive equity compensation programs and to provide
employees of La Jolla Pharmaceutical Company (the &#147;Company&#148;) with an opportunity and incentive to
acquire a proprietary interest in the Company through the purchase of the Company&#146;s Common Stock,
thereby more closely aligning the interests of the Company&#146;s employees and stockholders. It is the
intention of the Company to have the Plan qualify as an &#147;Employee Stock Purchase Plan&#148; under
Section&nbsp;423 of the Internal Revenue Code of 1986, as amended (&#147;Section&nbsp;423&#148;). Accordingly, the
provisions of the Plan shall be construed to extend and limit participation consistent with the
requirements of Section&nbsp;423.


<P align="left" style="font-size: 10pt"><B>2.&nbsp;Definitions.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Capitalized terms used in this Plan and not otherwise defined have the meanings set forth
below.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Administrator</B>&#148; means the Committee, or the Board if the Board asserts administrative
authority over the Plan pursuant to Section&nbsp;13.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Board</B>&#148; means the Board of Directors of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Code</B>&#148; means the Internal Revenue Code of 1986, as amended.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Committee</B>&#148; means a committee of members of the Board meeting the qualifications described in
Section&nbsp;13 and appointed by the Board to administer the Plan.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Common Stock</B>&#148; shall mean the Common Stock of the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Compensation</B>&#148; means base salary or hourly compensation and any cash bonus paid to a
participant.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Eligible Employee</B>&#148; 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&#146;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Enrollment Date</B>&#148; means the first day of each Offering Period.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Exchange Act</B>&#148; means the Securities Exchange Act of 1934, as amended.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Exercise Date</B>&#148; means the last day of each Purchase Period.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Fair Market Value</B>&#148; of the Common Stock as of the time of any determination thereof means the
value of Common Stock determined as follows:


<P align="left" style="font-size: 10pt; text-indent: 4%">(1)&nbsp;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


<P align="left" style="font-size: 10pt; text-indent: 4%">(2)&nbsp;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


<P align="left" style="font-size: 10pt; text-indent: 4%">(3)&nbsp;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Offering Period</B>&#148; means (i)&nbsp;the period of twenty-three (23)&nbsp;months commencing on August&nbsp;1,
1996 and terminating on June&nbsp;30, twenty-three (23)&nbsp;months later; (ii)&nbsp;each period of twenty-four
(24)&nbsp;months commencing on January&nbsp;1, 1997 and each January 1 thereafter for the duration of the
Plan and terminating on the December&nbsp;31 twenty-four (24)&nbsp;months later; (iii)&nbsp;each period of
twenty-four (24)&nbsp;months commencing on July&nbsp;1, 1997 and each July 1 thereafter for the duration of
the Plan and terminating on the June&nbsp;30 twenty-four (24)&nbsp;months later; (iv)&nbsp;each period of
twenty-four (24)&nbsp;months commencing on October&nbsp;1, 2000 and each October 1 thereafter for the
duration of the Plan and terminating on the September&nbsp;30 twenty-four (24)&nbsp;months later; and (v)
each period of twenty-four (24)&nbsp;months commencing on April&nbsp;1, 2001 and each April 1 thereafter for
the duration of the Plan and terminating on the March&nbsp;31 twenty-four (24)&nbsp;months later. The
Administrator shall have the power to change the duration of Offering Periods without stockholder
approval as set forth in Section&nbsp;12 or if such change is announced at least fifteen (15)&nbsp;days prior
to the scheduled beginning of the first Offering Period to be affected.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Option</B>&#148; means the option granted to each participant pursuant to Section&nbsp;4 upon enrollment in
an Offering Period.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Periodic Exercise Limit</B>&#148; has the meaning set forth in Section&nbsp;4(a).


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Plan Account</B>&#148; 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&nbsp;5 and from
which are debited amounts paid for the purchase of shares upon exercise of such participant&#146;s
Option pursuant to Section&nbsp;6.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Purchase Price</B>&#148; 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Purchase Period</B>&#148; means (i)&nbsp;the period of five (5)&nbsp;months commencing on August&nbsp;1, 1996 and
ending on December&nbsp;31, 1996; (ii)&nbsp;with respect to the Offering Periods beginning on January and
July&nbsp;1, 1997, January and July&nbsp;1, 1998, and January&nbsp;1, 1999, each period of six (6)&nbsp;months within
any such Offering Period, commencing January&nbsp;1, 1997 and each July 1 and January 1 thereafter, and
ending on the December&nbsp;31 or June&nbsp;30 following such commencement date; (iii)&nbsp;with respect to the
Offering Period beginning on July&nbsp;1, 1999, the period of six (6)&nbsp;months commencing July&nbsp;1, 1999 and
ending on December&nbsp;31, 1999, the period of six (6)&nbsp;months commencing on January&nbsp;1, 2000 and ending
on June&nbsp;30, 2000, the period of six (6)&nbsp;months commencing on July&nbsp;1, 2000 and ending on December
31, 2000, the period of three (3)&nbsp;months commencing on January&nbsp;1, 2001 and ending on March&nbsp;31,
2001, and the period of three (3)&nbsp;months commencing on April&nbsp;1, 2001 and ending on June&nbsp;30, 2001;
(iv)&nbsp;with respect to the Offering Period beginning on January&nbsp;1, 2000, the period of six (6)&nbsp;months
commencing on January&nbsp;1, 2000 and ending on June&nbsp;30, 2000, the period of six (6)&nbsp;months commencing
on July&nbsp;1, 2000 and ending on December&nbsp;31, 2000, and each period of three (3)&nbsp;months commencing on
January&nbsp;1, 2001 and each April&nbsp;1, July&nbsp;1, and October 1 thereafter, and ending on the March&nbsp;31,
June&nbsp;30, September&nbsp;30 and December&nbsp;31 following such commencement date; (v)&nbsp;with respect to the
Offering Period beginning on July&nbsp;1, 2000, the period of six (6)&nbsp;months commencing on July&nbsp;1, 2000
and ending on December&nbsp;31, 2000, and each period of three (3)&nbsp;months commencing on January&nbsp;1, 2001
and each April&nbsp;1, July&nbsp;1, and October 1 thereafter, and ending on the March&nbsp;31, June&nbsp;30, September
30 and December&nbsp;31 following such commencement date; and (vi)&nbsp;for any Offering Period commencing on
or after October&nbsp;1, 2000, each period of three (3)&nbsp;months within the Offering Period commencing on
October&nbsp;1, 2000 and each January&nbsp;1, April&nbsp;1, July&nbsp;1, and October 1 thereafter, and ending on the
December&nbsp;31, March&nbsp;31, June&nbsp;30, and September&nbsp;30 following such commencement date.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Reserves</B>&#148; 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Rule&nbsp;16b-3</B>&#148; means Rule&nbsp;16b-3 under the Exchange Act and any successor provision.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Subsidiary</B>&#148; has the meaning as set forth under &#167; 424(f) of the Code.


<P align="left" style="font-size: 10pt; text-indent: 4%">"<B>Trading Day</B>&#148; means a day on which national stock exchanges and the National Association of
Securities Dealers Automated Quotation System are open for trading.


<P align="left" style="font-size: 10pt"><B>3.&nbsp;Offering Periods and Participation.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">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&nbsp;A hereto to the Company&#146;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.


<P align="left" style="font-size: 10pt"><B>4.&nbsp;Options.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;<B>Grants</B>. On the Enrollment Date for each Offering Period, each Eligible Employee
participating in such Offering Period shall be granted an Option to purchase (i)&nbsp;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)&nbsp;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 &#147;Periodic Exercise Limit&#148;). The Option shall expire immediately
after the last Exercise Date of the Offering Period.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;<B>Grant Limitations</B>. Any provisions of the Plan to the contrary notwithstanding, no
participant shall be granted an Option under the Plan:



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(i)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">(ii)&nbsp;which permits such participant&#146;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;<B>No Rights in Respect of Underlying Stock</B>. The participant will have no interest or voting
right in shares covered by an Option until such Option has been exercised.


<P align="left" style="font-size: 10pt"><B>5.&nbsp;Payroll Deductions.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;<B>Participant Designations</B>. 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&#146;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&#146;s Compensation during said
Offering Period.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;<B>Plan Account Balances</B>. The Company shall make payroll deductions as specified in each
participant&#146;s subscription agreement on each payday during the Offering Period and credit such
payroll deductions to such participant&#146;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;<B>Participant Changes</B>. A participant may discontinue his or her participation in the Plan
as provided in Section&nbsp;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)&nbsp;business
days after the Company&#146;s receipt of the new subscription agreement, unless the Company elects to
process a given change in participation more quickly.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;<B>Decreases</B>. Notwithstanding the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 4(b) herein, a participant&#146;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
&#147;Current Purchase Period&#148;) 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&#146;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&nbsp;8.


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;<B>Tax Obligations</B>. At the time of each exercise of a participant&#146;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&#146;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&#146;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;<B>Statements of Account</B>. The Company shall maintain each participant&#146;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.


<P align="left" style="font-size: 10pt"><B>6.&nbsp;Exercise of Options.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;<B>Automatic Exercise on Exercise Dates</B>. Unless a participant withdraws as provided in
Section&nbsp;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&#146;s Plan
Account and not yet applied to the purchase of shares under the Plan, subject to the Periodic
Exercise Limit. During a participant&#146;s lifetime, a participant&#146;s Options to purchase shares
hereunder are exercisable only by the participant.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;<B>Delivery of Shares</B>. 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;<B>Compliance with Law</B>. 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;<B>Excess Plan Account Balances</B>. If, due to application of the Periodic Exercise Limit,
there remains in a participant&#146;s Plan Account immediately following exercise of such participant&#146;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.


<P align="left" style="font-size: 10pt"><B>7.&nbsp;Automatic Transfer to Low Price Offering Period.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">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.


<P align="left" style="font-size: 10pt"><B>8.&nbsp;Withdrawal; Termination of Employment.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;<B>Voluntary Withdrawal</B>. A participant may withdraw from an Offering Period by giving
written notice to the Company&#146;s payroll office at least five (5)&nbsp;business days prior to the next
Exercise Date. Such withdrawal shall be effective beginning five business days after receipt by
the Company&#146;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&#146;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&#146;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;<B>Termination of Employment</B>. Promptly after a participant&#146;s ceasing to be an Eligible
Employee for any reason the payroll deductions credited to such participant&#146;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&nbsp;10, and such
participant&#146;s Option will be automatically terminated, provided that, if the Company does not learn
of such death more than five (5)&nbsp;business days prior to an Exercise Date, payroll deductions
credited to such participant&#146;s Plan account may be applied to the purchase of shares under the Plan
on such Exercise Date.


<P align="left" style="font-size: 10pt"><B>9.&nbsp;Transferability.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Neither payroll deductions credited to a participant&#146;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&nbsp;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&nbsp;8.


<P align="left" style="font-size: 10pt"><B>10.&nbsp;Designation of Beneficiary.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">A participant may file a written designation of a beneficiary who is to receive any cash from
the participant&#146;s Plan Account in the event of such participant&#146;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&#146;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.


<P align="left" style="font-size: 10pt"><B>11.&nbsp;Stock.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">The maximum number of shares of the Company&#146;s Common Stock that shall be made available for
sale under the Plan shall be 600,000 shares, subject to adjustment upon changes in capitalization
of the Company as provided in Section&nbsp;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.


<P align="left" style="font-size: 10pt"><B>12.&nbsp;Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;<B>Changes in Capitalization</B>. 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 &#147;effected without receipt of consideration.&#148; 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;<B>Dissolution or Liquidation</B>. 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;<B>Merger or Asset Sale</B>. 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 &#147;Transaction&#148;) 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 &#147;New Exercise Date&#148;). 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 (10)&nbsp;days prior to the New Exercise Date, that the Exercise Date for such participant&#146;s
Option has been changed to the New Exercise Date and that such participant&#146;s Option will be
exercised automatically on the New Exercise Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Section&nbsp;8 (provided that, in such case, the
participant&#146;s withdrawal shall be effective if notice thereof is delivered to the Company&#146;s payroll
office at least two (2)&nbsp;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.


<P align="left" style="font-size: 10pt"><B>13.&nbsp;Administration.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">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&nbsp;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&nbsp;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.


<P align="left" style="font-size: 10pt"><B>14.&nbsp;Amendment or Termination.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;<B>Administrator&#146;s Discretion</B>. The Administrator may, at any time and for any reason,
terminate or amend the Plan. Except as provided in Section&nbsp;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&nbsp;16b-3 or under Section&nbsp;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;<B>Administrative Modifications</B>. 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 &#147;adversely affected,&#148; the Administrator shall be entitled to amend the
Plan to the extent necessary to comply with and qualify under Rule&nbsp;16b-3 and Section&nbsp;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&#146;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&#146;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.


<P align="left" style="font-size: 10pt"><B>15.&nbsp;Term of Plan.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">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)&nbsp;years unless
sooner terminated pursuant to Section&nbsp;14.


<P align="left" style="font-size: 10pt"><B>16.&nbsp;Miscellaneous.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;<B>Notices</B>. 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;<B>Subsidiaries</B>. 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;<B>Stockholder Approval</B>. 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;<B>Additional Restrictions of Rule&nbsp;16b-3</B>. The terms and conditions of Options granted
hereunder to, and the purchase of shares by, persons subject to Section&nbsp;16 of the Exchange Act
shall comply with the applicable provisions of Rule&nbsp;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&nbsp;16b-3 to qualify for the
maximum exemption from Section&nbsp;16 of the Exchange Act with respect to Plan transactions.


<P align="left" style="font-size: 10pt; text-indent: 4%">(e)&nbsp;<B>No Employment Rights</B>. 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 way with the Company&#146;s right to terminate,
or otherwise modify, an employee&#146;s employment at any time.


<P align="left" style="font-size: 10pt; text-indent: 4%">(f)&nbsp;<B>Applicable Law</B>. 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">(g)&nbsp;<B>Headings</B>. Headings used herein are for convenience of reference only and do not affect
the meaning or interpretation of the Plan.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->

<P align="center" style="font-size: 10pt"><B>EXHIBIT A</B>



<P align="center" style="font-size: 10pt"><B>LA JOLLA PHARMACEUTICAL COMPANY</B>



<P align="center" style="font-size: 10pt"><B>1995 EMPLOYEE STOCK PURCHASE PLAN</B>



<P align="center" style="font-size: 10pt"><B>SUBSCRIPTION AGREEMENT</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Original Application
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Enrollment Date:</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Change in Payroll Deduction Rate<BR>
Change of Beneficiary(ies)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">1.&nbsp;I,&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, hereby elect to participate in the La
Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan (the &#147;Plan&#148;) and subscribe to
purchase shares of the Company&#146;s Common Stock in accordance with this Subscription Agreement and
the Plan.


<P align="left" style="font-size: 10pt; text-indent: 4%">2.&nbsp;I hereby authorize payroll deductions from each paycheck in the amount of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% (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.)


<P align="left" style="font-size: 10pt; text-indent: 4%">3.&nbsp;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">4.&nbsp;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">5.&nbsp;Shares purchased for me under the Plan should be issued in the name(s) of (employee and/or
spouse only): .


<P align="left" style="font-size: 10pt; text-indent: 4%">6.&nbsp;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&nbsp;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 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)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">7.&nbsp;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.


<P align="left" style="font-size: 10pt; text-indent: 4%">8.&nbsp;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):


<P align="left" style="font-size: 10pt">NAME: (Please print)

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="68%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">(First)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">(Middle)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">(Last)</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Relationship<BR>
Percentage<BR>
(Address)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">NAME: (Please print)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(First)<BR>
Relationship<BR>
Percentage<BR>
(Address)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Middle)<BR>
<BR>
<BR>
<BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Last)<BR>
<BR>
<BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Employee&#146;s Social Security Number:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Employee&#146;s Address:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING
PERIODS UNLESS TERMINATED BY ME.


<P align="left" style="font-size: 10pt">Dated:



<P align="left" style="margin-left:25%; font-size: 10pt">Signature of Employee



<P align="left" style="margin-left:25%; font-size: 10pt">Spouse&#146;s Signature (If beneficiary other than
spouse



<P align="center" style="font-size: 10pt; display: none">2


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