EX-10.2






RETENTION AND SEPARATION AGREEMENT

AND GENERAL RELEASE OF ALL CLAIMS




This Retention and Separation Agreement and General Release of All Claims (“Agreement”) is
made by and between La Jolla Pharmaceutical Company (“LJPC”) and Gail Sloan (“Sloan”) with respect
to the following facts:



A. Sloan is currently employed by LJPC as the Vice President of Finance pursuant to an Offer
Letter dated March 20, 1996, Supplemental Agreement dated February 23, 2004, Amended and Restated
Employment Agreement dated February 23, 2006 and Amendment to Executive Employment Agreement dated
December 24, 2008 (collectively referred to as “Employment Agreements”), which provide for
severance in exchange for a release of all claims, in the event Sloan’s employment is involuntarily
terminated without Cause.



B. Due to the negative result of LJPC’s clinical trial, LJPC is considering either a merger or
liquidation (the “Transaction”) that will result in the involuntarily termination of Sloan’s
employment with LJPC without Cause, effective on the closing of the Transaction or March 31, 2010,
whichever occurs first (“Separation Date”).



C. In order to retain Sloan’s services through the Separation Date, the parties wish to
supersede the severance provisions of the Employment Agreements and proceed in accordance with the
terms and conditions in this Agreement.



D. The parties desire to settle all claims and issues that have, or could have been raised, in
relation to Sloan’s employment with LJPC and arising out of or in any way related to the acts,
transactions or occurrences between Sloan and LJPC to date, including, but not limited to, Sloan’s
employment with LJPC or the termination of that employment, on the terms set forth below.



THEREFORE, in consideration of the promises and agreements hereinafter set forth, it is agreed
by and between the undersigned as follows:



1. Retention Bonus. LJPC agrees to pay Sloan a retention bonus of
$66,183.53, less all legally required payroll deductions and withholdings (“Retention Bonus”),
payable in a lump sum on the first regular pay day following the Effective Date of this Agreement
as provided in paragraph 10.2 below. Sloan acknowledges and agrees that the Retention Bonus is
conditioned on Sloan remaining employed by LJPC through and including the Separation Date. If
Sloan voluntarily resigns her employment prior to the Separation Date, Sloan will immediately repay
the Retention Bonus.



2. Severance Payment. LJPC agrees to pay Sloan a severance payment of
$132,367.06, less all legally required payroll deductions and withholdings (“Severance Payment”),
payable in a lump sum on the Effective Date, of the Amendment to this Agreement as provided in
paragraph 11 below and attached to this Agreement. Sloan acknowledges and agrees the Severance
Payment constitutes adequate legal consideration for the promises and representations made by Sloan
in this Agreement.



3. General Release. Sloan unconditionally, irrevocably and absolutely
releases and discharges LJPC, and any parent and subsidiary corporations, divisions and affiliated
corporations, partnerships or other affiliated entities of LJPC, past and present, as well as
LJPC’s employees, officers, directors, agents, successors and assigns (collectively, “Released
Parties”), from all claims related in any way to Employment Agreement and all transactions or
occurrences between them to date, to the fullest extent permitted by law, including, but not
limited to, Sloan’s employment with LJPC, the termination of Sloan’s employment, and all other
losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or
unsuspected, arising directly or indirectly out of or in any way connected with Sloan’s employment
with LJPC. This general release is intended to have the broadest possible application and
includes, but is not limited to, any tort, contract, common law, constitutional or other statutory
claims, including, but not limited to alleged violations of the California Labor Code or the
federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 and the California Fair
Employment and Housing Act, the Americans with Disabilities Act, the Age Discrimination in
Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Sloan
expressly waives Sloan’s right to recovery of any type, including damages or reinstatement, in any
administrative or court action, whether state or federal, and whether brought by Sloan or on
Sloan’s behalf, related in any way to the matters released herein. However, this general release
is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’
compensation benefits, unemployment insurance benefits, statutory indemnity, and any challenge to
the validity of Sloan’s release of claims under the Age Discrimination in Employment Act of 1967,
as amended, as set forth in this Agreement.



4. California Civil Code Section 1542 Waiver. Sloan expressly
acknowledges and agrees that all rights under Section 1542 of the California Civil Code are
expressly waived. That section provides:



A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.



5. Representation Concerning Filing of Legal Actions. Sloan represents
that, as of the date of this Agreement, she has not filed any lawsuits, charges, complaints,
petitions, claims or other accusatory pleadings against LJPC or any of the other Released Parties
in any court or with any governmental agency.



6. Nondisparagement. Sloan agrees that she will not make any voluntary
statements, written or oral, or cause or encourage others to make any such statements that defame,
disparage or in any way criticize the personal and/or business reputations, practices or conduct of
LJPC or any of the other Released Parties.



7. Confidentiality and Return of LJPC Property. By signing this
Agreement, Sloan represents and warrants that Sloan has, or will, return to LJPC on or before the
Separation Date, all LJPC property, data and information belonging to LJPC and agrees not to use or
disclose to others any confidential or proprietary information of LJPC or the Released Parties.



8. Continuing Obligations. Sloan further agrees to comply with the
continuing obligations regarding confidentiality set forth in the surviving provisions of the
Invention and Confidential Information Agreement signed by Sloan.



9. No Admissions. By entering into this Agreement, the Released Parties
make no admission that they have engaged, or are now engaging, in any unlawful conduct. The
parties understand and acknowledge that this Agreement is not an admission of liability and shall
not be used or construed as such in any legal or administrative proceeding.



10. Older Workers’ Benefit Protection Act. This Agreement is intended to
satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f).
Sloan, by this Agreement, is advised to consult with an attorney before executing this Agreement.



10.1 Acknowledgments/Time to Consider. Sloan acknowledges and agrees that
(a) the Retention Bonus and Severance Payment are sums to which she is not otherwise entitled
absent the signing of this Agreement; (b) Sloan has read and understands the terms of this
Agreement; (c) Sloan has been advised in writing to consult with an attorney before executing this
Agreement; (d) Sloan has obtained and considered such legal counsel as she deems necessary; (e)
Sloan has been given twenty-one (21) days to consider whether or not to enter into this Agreement
(although she may elect not to use the full 21-day period at her option); and (f) by signing this
Agreement, Sloan acknowledges that she does so freely, knowingly, and voluntarily.



10.2 Revocation/Effective Date. This Agreement shall not become effective
or enforceable until the eighth day after Sloan signs this Agreement. In other words, she may
revoke her acceptance of this Agreement within seven (7) days after the date she signs it. Sloan’s
revocation must be in writing and received by Deirdre Y. Gillespie M.D., President and CEO, by 5:00
p.m. Pacific Time on the seventh day in order to be effective. If Sloan does not revoke acceptance
within the seven (7) day period, her acceptance of this Agreement shall become binding and
enforceable on the eighth day (“Effective Date”). The Retention Bonus shall become due and payable
in accordance with paragraph 1, provided this Agreement has not been revoked.



10.3 Preserved Rights of Sloan. This Agreement does not waive or release
any rights or claims that Sloan may have under the Age Discrimination in Employment Act that arise
after the execution of this Agreement. In addition, this Agreement does not prohibit Sloan from
challenging the validity of this Agreement’s waiver and release of claims under the Age
Discrimination in Employment Act of 1967, as amended.



11. Reaffirmation. Sloan agrees to execute the attached Amendment to
Agreement (“Amendment”) on or about the Separation Date in order to extend and reaffirm the
promises and covenants made by her in this Agreement through the Separation Date, including, but
not limited to, the general release of claims. If Sloan fails to execute the Amendment within the
time provided in the Amendment or effectively revokes her acceptance of the Amendment, Sloan will
not receive the Severance Payment set forth in paragraph 2 above or any part thereof.



12. Full Defense. This Agreement may be pled as a full and complete
defense to, and may be used as a basis for an injunction against, any action, suit or other
proceeding that may be prosecuted, instituted or attempted by Sloan in breach hereof.



13. Severability. In the event any provision of this Agreement shall be
found unenforceable, the unenforceable provision shall be deemed deleted and the validity and
enforceability of the remaining provisions shall not be affected thereby.



14. Applicable Law. The validity, interpretation and performance of this
Agreement shall be construed and interpreted according to the laws of the United States of America
and the State of California.



15. Entire Agreement; Modification. This Agreement, including the
surviving provisions of the Invention and Confidential Information Agreement previously executed by
Sloan, is intended to be the entire agreement between the parties and supersedes and cancels any
and all other and prior agreements, written or oral, between the parties regarding this subject
matter. Except as expressly amended hereby, all other terms and provisions of the Employment
Agreements shall remain in full force and effect. This Agreement may be amended only by a written
instrument executed by all parties hereto.



THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY
PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN
BELOW.



Dated: December 4, 2009 By: /s/ Gail A. Sloan


Gail A. Sloan



La Jolla Pharmaceutical Company



	 	 	 
	Dated: December 4, 2009

	 	By: /s/ Deirdre Y. Gillespie M.D.

Deirdre Y. Gillespie M.D.

President and CEO







1




AMENDMENT TO RETENTION AND SEPARATION AGREEMENT

AND GENERAL RELEASE OF ALL CLAIMS




This Amendment to the Retention and Separation Agreement and General Release of All Claims
(“Amendment”) is made by and between La Jolla Pharmaceutical Company (“LJPC”) and Gail Sloan
(“Sloan”), and amends the Retention and Separation Agreement and General Release of All Claims
(“Agreement”) between those same parties by extending the promises and mutual agreements of each
and every paragraph, except paragraph 10 and its subparts, of that Agreement through the Separation
Date.



1. Older Workers’ Benefit Protection Act. This Amendment is intended to
satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. Sec. 626(f).
Sloan, by this Amendment, is advised to consult with an attorney before executing this Amendment.



1.1 Acknowledgments/Time to Consider. Sloan acknowledges and agrees that
(a) Sloan has read and understands the terms of this Amendment; (b) Sloan has been advised in
writing to consult with an attorney before executing this Amendment; (c) Sloan has obtained and
considered such legal counsel as Sloan deems necessary; (d) Sloan has been given twenty-one (21)
days to consider whether or not to enter into this Amendment (although Sloan may elect not to use
the full 21-day period at her option); and (e) by signing this Amendment, Sloan acknowledges that
she does so freely, knowingly, and voluntarily.



1.2 Revocation/Effective Date of Amendment. This Amendment shall not
become effective or enforceable until the eighth day after Sloan signs this Amendment. In other
words, Sloan may revoke her acceptance of this Amendment within seven (7) days after the date Sloan
signs it. Sloan’s revocation must be in writing and received by Deirdre Y. Gillespie M.D.,
President and CEO, by 5:00 p.m. Pacific Time on the seventh day in order to be effective. If Sloan
does not revoke acceptance within the seven (7) day period, Sloan’s acceptance of this Amendment
shall become binding and enforceable on the eighth day (“Effective Date of the Amendment”).



1.3 Preserved Rights of Sloan. This Amendment does not waive or release
any rights or claims that Sloan may have under the Age Discrimination in Employment Act that arise
after the execution of this Amendment. In addition, Amendment does not prohibit Sloan from
challenging the validity of this Amendment’s waiver and release of claims under the Age
Discrimination in Employment Act of 1967, as amended.



THE PARTIES TO THIS AMENDMENT HAVE READ THE FOREGOING AMENDMENT AND FULLY UNDERSTAND EACH AND EVERY
PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE FREELY AND VOLUNTARILY EXECUTED THIS
AMENDMENT ON THE DATES SHOWN BELOW.



	 	 	 
	Dated:
	 	By:

	 	 	Gail A. Sloan

	 	 	La Jolla Pharmaceutical Company

	Dated:
	 	By:

	 	 	Deirdre Y. Gillespie M.D.

President and CEO








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