EX-10.5






EXECUTION COPY




CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT




This Chief Executive Officer Employment Agreement (“Agreement”) is entered into as of
May 24, 2010 by and between Deirdre Y. Gillespie, M.D. (“Executive”) and La Jolla
Pharmaceutical Company, a Delaware corporation (the “Company”).



WHEREAS, the Company desires to employ Executive to provide personal services to the Company,
and wishes to provide Executive with certain compensation and benefits in return for her services;
and



WHEREAS, Executive wishes to be employed by the Company and provide personal services to the
Company in return for certain compensation and benefits.



NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is
hereby agreed by and between the parties hereto as follows:




	 	1.	 	Employment by the Company.





1.1 Title and Responsibilities. Subject to terms set forth herein, the Company agrees
to employ Executive in the position of President and Chief Executive Officer and Executive hereby
accepts such employment effective as of the date hereof (the “Effective Date”). During her
employment with the Company, Executive will devote her best efforts and substantially all of her
business time and attention (except for vacation periods as set forth herein and reasonable periods
of illness or other incapacity permitted by the Company’s general employment policies) to the
business of the Company.



1.2 Executive Position. Executive will continue to serve in an executive capacity and
shall perform such duties as are customarily associated with her title, consistent with the bylaws
of the Company and as reasonably required by the Board of Directors (the “Board”) of the
Company.



1.3 Company Employment Policies. The employment relationship between the parties shall
also be governed by the general employment policies and practices of the Company, including those
relating to protection of confidential information and assignment of inventions, except that if the
terms of this Agreement differ from or are in conflict with the Company’s general employment
policies or practices, this Agreement shall control.



1.4 Board of Directors. On the Effective Date, Executive shall be confirmed as a
member of the Company’s Board of Directors to serve until the next annual meeting of stockholders.
Thereafter, she will stand for election with the other directors at the annual meeting of
stockholders.



1.5 At-Will Employment. Executive’s relationship with the Company is at-will. The
Company shall have the right to terminate Executive’s employment with the Company at any time with
or without Cause and with or without notice.




	 	2.	 	Compensation.





2.1 Base Salary. Executive shall receive for services to be rendered hereunder an
initial annual Base Salary of $405,600, payable on a biweekly basis in accordance with the normal
payroll practices of the Company (including deductions, withholdings and collections as required by
law). Upon the closing of a Strategic Transaction (defined below), Executive’s annual Base Salary
shall increase to $421,824 and such increase shall be retroactive to the Effective Date of this
agreement. For purposes of this Agreement, “Strategic Transaction” shall have the meaning set
forth in the Company’s Certificate of Incorporation. Executive will be considered for annual
increases in base salary in accordance with Company policy and subject to review and approval by
the Compensation Committee of the Board (the “Compensation Committee”) starting with the
annual performance review in January 2011



2.2 Bonus. Executive shall be eligible to participate in the Company’s executive level
bonus plan throughout the duration of Executive’s employment with the Company.



(a) Executive’s Performance. The amount of Executive’s bonus will depend upon
Executive’s and the Company’s performance with respect to the goals to be established annually by
the Compensation Committee.



(b) Determination of Bonus. The amount of Executive’s bonus will be determined after
the close of the Company’s fiscal year and paid out in the following year. To be eligible to
receive a bonus, Executive must remain in employment with the Company throughout the entire fiscal
year. Notwithstanding the foregoing, but subject to Section 2.3(c) below, in the event that
Executive is terminated without Cause, as a result of a Constructive Termination or in connection
with a Change in Control, the amount of Executive’s bonus, if any, will be determined after the
occurrence of such event and will be paid to Executive promptly thereafter. In the case of a Change
in Control, the Board agrees to consider whether to pay Executive a bonus.



(c) No Guaranteed Bonus. Notwithstanding the foregoing, no bonus is guaranteed to
Executive. Any bonus is subject to the approval of the Board, which retains the authority to
review, grant, deny or revise any bonus in its sole discretion.



(d) Target Bonus. The initial target bonus for Executive shall be fifty percent (50%)
of her then current Base Salary.



(e) Withholding. Any bonus paid to Executive shall be subject to such withholdings as
may be required by law.



2.3 Stock Options. On the Effective Date, the Company will grant Executive options to
purchase 4,000,000 shares of common stock of the Company (the “Initial Options”) pursuant
to the terms and subject to the conditions set forth in the La Jolla Pharmaceutical Company 2010
Equity Incentive Plan (the “Plan”). The Initial Option shall vest with respect to one thirty-sixth
(1/36th) of the underlying shares monthly commencing on the Effective Date until all
options are vested. The exercise price of the Initial Options shall be the Fair Market Value (as
defined in the Plan) of the Company’s common stock on the Effective Date.



2.4. Standard Company Benefits and Vacation. Executive shall be entitled to those
benefits provided to the Company’s executives generally, including healthcare benefits, and for
which she is eligible pursuant to the terms and conditions of the relevant plans. Executive shall
be entitled to four weeks of paid vacation per year.



2.5 Business Expenses. The Company shall promptly reimburse Executive for all
reasonable and necessary business expenses incurred by Executive in connection with the business of
the Company and the performance of her duties under this Agreement, subject to Executive providing
the Company with reasonable documentation thereof.




3. Termination Of Employment.



3.1 Termination For Cause. If Executive is terminated for Cause, the Company shall pay
Executive the Base Salary then in effect, prorated to the date of termination, and any amount
earned buy not yet paid or otherwise due pursuant to Sections 2.2, 2.4 and 2.5 (collectively the
“Standard Entitlements”). All other compensation from and after such termination shall cease
(except for those benefits that must be continued pursuant to applicable law or by the terms of
such benefit plans), and Executive shall not be entitled to any severance pay or other payment or
compensation whatsoever upon such termination. If the Company terminates Executive for Cause, then
all options to purchase Common Stock of the Company held by Executive as of the date of Executive’s
termination, whether or not vested, shall immediately terminate and become unexercisable. For
purposes of this Agreement, “Cause” is defined as the occurrence of one or more of the
following: (i) Executive is convicted of or pleads guilty or nolo contendere to a felony or any
crime involving moral turpitude, embezzlement or fraud; (ii) Executive breaches this Agreement or
any Agreement entered into with the Company in a manner that materially and adversely affects the
Company; (iii) Executive commits willful misconduct which materially and adversely impacts the
Company; or (iv) Executive fails, after receipt of written notice and after receiving a period of
at least 10 business days following such notice, to follow a legal direction of the Board;
provided however, that if it is not possible to follow such direction within such 10
business day period, then Cause, in this case, shall mean the failure of Executive to follow a
legal direction of the Board as soon as reasonably practicable after the end of such 10 business
day period.



3.2 Termination Without Cause/Severance. If the Company terminates Executive’s
employment without Cause, Executive will receive the Standard Entitlements and “Severance Benefits”
as described in subsection 3.6 below provided that Executive complies with all severance conditions
set forth in subsection 3.6(d) below.



3.3 Voluntary Resignation by Executive Due To Constructive Termination/Severance. If
Executive voluntarily resigns Executive’s position with the Company at any time for Constructive
Termination, Executive will receive the Standard Entitlements and “Severance Benefits” as
described in subsection 3.6 below provided that Executive complies with all severance conditions
set forth in subsection 3.6(d) below. For purposes of this Agreement, “Constructive
Termination” shall mean any one of the following events which occurs on or after the Effective
Date of this Agreement: (i) a material reduction in Executive’s responsibilities, authority or
duties as an officer of the Company or a reduction in Executive’s title(s) as an officer
of the Company; (ii) a material diminution in the Executive’s Base Salary except for
across-the-board salary reductions based on the Company’s financial performance similarly affecting
all or substantially all senior management employees of the Company and does not exceed 15%; (iii)
a relocation of Executive’s office to a location outside of San Diego County, California; (iv) any
material breach by the Company of its obligations under this Agreement; or (v) any failure by the
Company to obtain the assumption of this Agreement by any successor or assign of the Company.



3.4 Termination Upon a Change in Control/Severance. If Executive’s employment is
terminated by Company within twelve months after a Change of Control (as the term is defined
below), other than for Cause (as defined in subsection 3.1 above), Executive shall be entitled to
receive the “Severance Benefits” as described in subsection 3.6 below provided that Executive
complies with all severance conditions set forth in subsection 3.6(d) below.



3.5 Voluntary Termination; Death or Disability.



(a) Voluntary Termination. Executive may voluntarily terminate her employment with the
Company at any time, after which no further compensation will be paid to Executive, except as
specifically set forth herein. If Executive voluntary resigns, then all unvested options to
purchase Common Stock of the Company held by Executive as of the date of Executive’s termination
shall immediately terminate and become unexercisable and all vested options held by Executive shall
remain exercisable until three months after the date of cessation of service, in the case of
incentive stock options, or six months after the date of cessation of service, in the case of
non-qualified stock options.



(b) Death or Disability. The Executive’s employment under this Agreement shall
terminate immediately and without notice by the Company upon the death or disability of the
Executive. For purposes of this Agreement, Executive will be deemed to have a disability if she
becomes physically or mentally incapacitated or disabled or otherwise unable to fully discharge her
duties hereunder for a period of 60 consecutive calendar days or for 120 days in any 360-day
period. If Executive’s employment ceases as a result of death or disability, then all
unvested options to purchase Common Stock of the Company held by Executive shall immediately
terminate and become unexercisable and all vested options held by Executive shall remain
exercisable until the one year anniversary of the date of cessation of service.



(c) No Severance Pay. In the event of Executive’s death or disability or if Executive
voluntarily terminates her employment other than due to a Constructive Termination, she will not be
entitled to severance pay, pay in lieu of notice or any other such compensation.



3.6 Severance Benefits. Effective immediately after the closing of a Strategic
Transaction (defined above), if the Company terminates Executive’s employment without Cause or if
Executive terminates her employment due to a Constructive Termination, Executive shall be entitled
to the following:



(a) Severance Payment. Executive shall be entitled to a lump sum severance payment
equal to 18 months of Executive’s then current annual Base Salary (the "Standard Severance
Payment”) but in no event less than the annual Base Salary of $405,600, payable upon effectiveness
of the Release Agreement.



(b) Stock Options. All of Executive’s then outstanding Options will immediately vest
and become exercisable and all Executive’s vested Options shall expire on the 18 month anniversary
of the termination date. Notwithstanding the foregoing, in no event shall any Option be exercisable
after the date of expiration set forth in the Plan.



(c) Healthcare Coverage. To the extent that Executive is eligible to continue her
medical coverage under COBRA, the Company will pay the premiums for Executive’s COBRA coverage as
they become due (including the premiums for any dependent coverage she elects), until the earlier
of: (i) the date Executive accepts full time employment and/or becomes covered under another plan;
(ii) the date she is otherwise no longer eligible for COBRA coverage; or (iii) 18 months after the
effective date of separation. If coverage under COBRA is not available to the Company, then
Company shall pay Executive an amount equivalent to the premiums it would have paid for Executive’s
COBRA coverage.



(d) Conditions to Receive Severance Benefits. The Severance Benefits pursuant to
subsections 3.6 (a), (b) and (c) will be paid, provided that Executive timely executes and delivers
a Release Agreement to the Company,



(e) Section 409A. Notwithstanding any provision of this Agreement to the contrary, if,
at the time of Executive’s termination of employment with the Company, Executive is a “specified
employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of
the payments or benefits received or to be received by Executive pursuant to this Agreement or
otherwise would constitute deferred compensation subject to Section 409A, then:



(i) No such payment will be made under this Agreement until the earlier of (A) the date which
is six months and one day after her “separation from service” or (B) the date of Executive’s
“death”.



(ii) For the sake of clarity, the provisions of this Section 5.3(e) only apply to the extent
required to avoid Executive’s incurrence of any penalty tax or interest under Section 409A of the
Code or any regulations or United States Treasury guidance promulgated thereunder. In addition, if
any provision of this Agreement would cause Executive to incur any penalty tax or interest under
Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the
Company may reform such provision to maintain to the maximum extent practicable the original intent
of the applicable provision without violating the provisions of Section 409A of the Code.



3.7 Cessation. If Executive violates any provision of Sections 5, 6, 7 or 8 of this
Agreement, any severance payments or other benefits being provided to Executive will cease
immediately, and Executive will not be entitled to any further compensation from the Company.



4. Change in Control. “Change in Control” means the following and shall be
deemed to occur if any of the following events occur:



(a) Except as provided by subsection (iii) hereof, the acquisition (other than
from the Company) by any person, entity or “group,” within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act (excluding, for this purpose, the Company or its subsidiaries, or
any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership
of voting securities of the Company), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of forty percent (40%) or more of either the then outstanding
shares of common stock or the combined voting power of the Company’s then outstanding voting
securities entitled to vote generally in the election of directors; or



(b) Individuals who, as of the effective date of the Plan, constitute the Board (the
"Incumbent Board”) cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders, is or was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the Company, as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of the Plan, considered as though such person were a member of the Incumbent Board; or



(c) Approval by the stockholders of the Company of a reorganization, merger or consolidation
with any other person, entity or corporation, other than:



(i) a merger or consolidation which would result in the persons holding the voting securities
of the Company outstanding immediately prior thereto continuing to hold more than fifty percent
(50%) of the combined voting power of the voting securities of the Company or its successor which
are outstanding immediately after such merger or consolidation, or



(ii) a merger or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires forty percent (40%) or more of the combined voting
power of the Company’s then outstanding voting securities; or



(d) Approval by the stockholders of the Company of a plan of complete liquidation of the
Company or an agreement for the sale or other disposition by the Company of all or substantially
all of the Company’s assets.



(e) Any other transaction that is reasonably deemed a change of control by a majority of the
independent Board members.



Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred (1) if the
“person” is an underwriter or underwriting syndicate that has acquired the ownership of 50% or more
of the combined voting power of the Company’s then outstanding voting securities solely in
connection with a public offering of the Company’s securities, or (2) if the “person” is an
employee stock ownership plan or other employee benefit plan maintained by the Company that is
qualified under the provisions of the Employee Retirement Income Security Act of 1974, as amended.



5. Confidential Information, Rights and Duties.



5.1
Agreement.



(a) Confidential Information.



(i) Executive specifically agrees that she shall not at any time, either during or subsequent
to the term of her employment with the Company, in any fashion, form or manner, either directly or
indirectly, unless expressly consented to in writing by an executive officer of the Company, use,
divulge, disclose or communicate to any person or entity any confidential information of any kind,
nature or description concerning any matters affecting or relating to the business of the Company.
The parties to this Agreement hereby stipulate that, as between them, the above information and
items are important, material and confidential trade secrets that affect the successful conduct of
the Company’s business and its goodwill, and that any breach of any term of this section is a
material breach of this Agreement. All equipment, notebooks, documents, memoranda, reports, files,
samples, books, correspondence, lists or other written and graphic records, and the like, including
tangible or intangible computer programs, records and data, affecting or relating to the business
of the Company, which the Executive might prepare, use, construct, observe, posses or control,
shall be and shall remain the Company’s sole property.



(ii) For purposes of this Agreement, the term “confidential information” shall not include any
information that: (A) has been made public by the Company (other than by acts or omissions of
Executive in violation of this Agreement or other obligation of confidentiality); (B) is developed
by Executive independently of any information the Executive learns in the course of fulfilling her
duties hereunder; or (C) Executive is legally compelled to disclose; provided that (1)
Executive is advised by written opinion of the Executive’s counsel, who shall be reasonably
satisfactory to the Company, that she is legally required to disclose such information and (2)
Executive notifies the Company of such proposed disclosure as far in advance of its disclosure as
is practicable and uses her best efforts to obtain assurances that confidential treatment will be
accorded to such information.



(b) Non-Interference. Any wrongful interference with the Company’s business, property,
confidential information, trade secrets, clients, customers, employees or independent contractors
by Executive or any of Executive’s agents during or after the term of Executive’s employment shall
be treated and acknowledged by the parties as a material breach of this Agreement. If such
interference occurs at a time that Executive is employed by the Company, such interference shall be
grounds for the Company to terminate Executive for Cause.



5.2 Remedies. Executive’s duties under this Section 3 shall survive termination of
Executive’s employment with the Company. Executive acknowledges that a remedy at law for any breach
or threatened breach by Executive of the provisions of this Section 3 would be inadequate, and
Executive therefore agrees that the Company shall be entitled to injunctive relief in case of any
such breach or threatened breach.




6. Outside Activities.



6.1 Activities. Except as set forth on Exhibit A hereto or with the prior
written consent of the Board, Executive will not during her employment with the Company undertake
or engage in any other employment, occupation or business enterprise (other than enterprises in
which Executive is a passive investor; provided that such passive investment is consistent with
this terms of this Agreement, including this Section 4). Notwithstanding the foregoing, Executive
may engage in civic and not-for-profit activities so long as such activities do not materially
interfere with the performance of her duties hereunder and are otherwise consistent with this
Section 4.



6.2 Investments and Interests. Executive agrees not to acquire, assume or participate
in, directly or indirectly, any material position, investment or interest known by her to be
adverse or antagonistic to the Company, its business or prospects, financial or otherwise.




6.3 Non-Competition.



(a) During her employment by the Company, except on behalf of the Company, Executive will not
directly or indirectly, whether as an officer, director, stockholder, partner, proprietor,
associate, representative, consultant, or in any capacity whatsoever engage in, become financially
interested in, be employed by or have any business connection with any other person, corporation,
firm, partnership or other entity whatsoever which were known by her to



compete directly with the Company, throughout the world, in any line of business engaged in (or
planned to be engaged in) by the Company.



(b) Notwithstanding the foregoing, nothing in this Agreement shall prevent Executive from
owning for passive investment purposes less than 1% of the publicly traded common equity securities
of any company engaged in the business of the Company (so long as Executive has no power to manage,
operate, advise, consult with or control the competing enterprise and no power, alone or in
conjunction with other affiliated parties, to select a director, manager, general partner, or
similar governing official of the competing enterprise other than in connection with the normal and
customary voting powers afforded Executive in connection with any permissible equity ownership).



7. Other Agreements.



7.1 Employees. For one years immediately following the termination date of Executive’s
employment for any reason, Executive agrees not to solicit, attempt to solicit, induce, or
otherwise cause any employee of the Company to terminate his or her employment in order to become
an employee, consultant or independent contractor to or for any competitor of the Company.



7.2 Noninterference. For one year immediately following the termination date of
Executive’s employment for any reason, Executive agrees not to solicit, on Executive’s own behalf
or for any entity that is in competition with the Company, any person or entity that is doing
business with the Company or is an active prospect to do business with the Company for the purpose
of diverting Company’s business or active business opportunities in competition with Company.



8. Release. In exchange for the benefits and other consideration under this Agreement
to which Executive would not otherwise be entitled, Executive shall enter into and execute a
release substantially in the form attached hereto as Exhibit B (the “Release
Agreement”) upon her termination of employment. Unless the Release Agreement is executed by
Executive and delivered to the Company within 21 days after the termination of Executive’s
employment with the Company, and the same is not revoked, Executive shall not receive any severance
benefits provided under this Agreement.




9. General Provisions.



9.1 Notices. Any notices provided hereunder must be in writing and shall be deemed
effective upon the earlier of personal delivery (including personal delivery by facsimile
transmission) or the third day after mailing by first class mail, to the Company at its primary
office location and to Executive at her address as listed on the Company payroll.



9.2 Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provisions had never been contained herein or therein.



9.3 Waiver. If either party should waive any breach of any provisions of this
Agreement, she or it shall not thereby be deemed to have waived any preceding or succeeding breach
of the same or any other provision of this Agreement.



9.4 Complete Agreement. This Agreement, together with the exhibits attached hereto and
incorporated herein, constitutes the entire agreement between Executive and the Company and it is
the complete, final, and exclusive embodiment of their agreement and supersedes any prior agreement
written or otherwise between Executive and the Company with regard to this subject matter. It is
entered into without reliance on any promise or representation other than those expressly contained
herein or therein, and it cannot be modified or amended except in a writing signed by an officer of
the Company.



9.5 Counterparts. This Agreement may be executed in separate counterparts, any one of
which need not contain signatures of more than one party, but all of which taken together will
constitute one and the same agreement or plan. Signatures transmitted electronically or via
facsimile shall be deemed to be original signatures.



9.6 Headings. The headings of the sections hereof are inserted for convenience only
and shall not be deemed to constitute a part hereof or thereof nor to affect the meaning thereof.



9.7 Successors and Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by Executive and the Company and their respective successors,
assigns, heirs, executors and administrators, except that Executive may not assign any of her
duties hereunder and she may not assign any of her rights hereunder without the written consent of
the Company.



9.8 Arbitration. To provide a mechanism for rapid and economical dispute resolution,
Executive and the Company agree that any and all disputes, claims, or causes of action, in law or
equity, arising from or relating to this Agreement (including the Release Agreement) and its
enforcement, performance, breach, or interpretation, will be resolved, to the fullest extent
permitted by law, by final, binding, and confidential arbitration before a single arbitrator held
in San Diego, California and conducted by Judicial Arbitration & Mediation



Services/Endispute (“JAMS”), under its then-existing Rules and Procedures. The parties
shall be entitled to conduct adequate discovery, and they may obtain all remedies available to the
parties as if the matter had been tried in court. The arbitrator shall issue a written decision
which specifies the findings of fact and conclusions of law on which the arbitrator’s decision is
based. Judgment upon the award rendered by the arbitrator may be entered by any court having
jurisdiction thereof. Unless otherwise required by law, the arbitrator will award reasonable
expenses (including reimbursement of the assigned arbitration costs) to the prevailing party.
Nothing in this Section 9.8 or in this Agreement is intended to prevent either Executive or the
Company from obtaining injunctive relief in a court of competent jurisdiction to prevent
irreparable harm pending the conclusion of any such arbitration.



9.9 Governing Law. All questions concerning the construction, validity and



interpretation of this Agreement will be governed by the law of the State of California as
applied to contracts made and to be performed entirely within California, excluding the rules on
conflicts of law.



IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
above written.



LA JOLLA PHARMACEUTICAL COMPANY



By: /s/ Craig R. Smith, M.D.



EXECUTIVE



By: /s/ Deirdre Y. Gillespie



1



EXHIBIT A





	1.	 	The Communications Strategy Group Inc., Advisory Board Member and Senior Medical Adviser




2









EXHIBIT B

RELEASE AGREEMENT




I understand that all of my positions with La Jolla Pharmaceutical Company and its
subsidiaries and affiliates (collectively, the “Company”) terminated effective



(the “Separation Date”). The Company has agreed that if I choose to sign this Agreement,
the Company will pay me severance benefits (minus the standard withholdings and deductions)
pursuant to the terms of the Chief Executive Officer Employment Agreement entered into as of May
24, 2010 between myself and the Company (the “Employment Agreement”). I understand that I
am not entitled to any severance payment under the Employment Agreement unless I sign this release
agreement. I understand that in addition to this severance, the Company will pay me all of my
accrued salary and vacation, to which I am entitled by law regardless of whether I sign this
release agreement.



In consideration for the severance payment I am to receive under my Employment Agreement, I
agree not to use or disclose any of the Company’s proprietary information without written
authorization from an executive officer of the Company, to immediately return all Company property
and documents (including all embodiments of proprietary information) and all copies thereof in my
possession or control, and to release the Company and its current and former officers, directors,
agents, attorneys, employees, stockholders, and affiliates from any and all claims, liabilities,
demands, causes of action, attorneys’ fees, damages, or obligations of every kind and nature,
whether they are known or unknown, arising at any time prior to the date I sign this release
agreement. This general release includes, but is not limited to: all federal and state statutory
and common law claims, claims related to my employment or the termination of my employment or
related to breach of contract, tort, wrongful termination, discrimination, wages or benefits, or
claims for any form of compensation. This release is not intended to release any claims I have or
may have against any of the released parties for (a) indemnification as a director, officer, agent
or employee under applicable law, charter document or agreement, (b) severance and other
termination benefits specifically provided for in my employment agreement which constitutes a part
of the consideration for this release, (c) health or other insurance benefits based on claims
already submitted or which are covered claims properly submitted in the future, (d) vested rights
under pension, retirement or other benefit plans, or (e) in respect of events, acts or omissions
occurring after the date of this release agreement.



In releasing claims unknown to me at present, I am waiving all rights and benefits under
Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any
jurisdiction: “A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by her must
have materially affected her settlement with the debtor.”



I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may
have under the federal Age Discrimination in Employment Act of 1967, as amended (the “ADEA”). I
have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not
apply to any claims that may arise after my signing of this release; (b) I should consult with an
attorney prior to executing this release, (c) I have 21 days within



which to consider this release (although I may choose to voluntarily execute this release earlier);
(d) I have seven days following the execution of this release to revoke it; and (e) this release
will not be effective until the eighth day after this release agreement has been signed both by me
and by the Company (“Effective Date”).



This release agreement constitutes the complete, final and exclusive embodiment of the
entire agreement between the Company and me with regard to the subject matter hereof. I am not
relying on any promise or representation by or on behalf of the Company that is not expressly
stated herein. This release agreement may only be modified by a writing signed by both me and a
duly authorized officer of the Company.




I accept and agree to the terms and conditions stated above:




By:




Date:



ACKNOWLEDGED:


LA JOLLA PHARMACEUTICAL COMPANY


By:


Name:


Title:


Date:




3