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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended DECEMBER 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-24274
 LA JOLLA PHARMACEUTICAL COMPANY
  Delaware
    
    33-0361285(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification Number)
 4365 Executive Drive, Suite 300, San Diego, CA 92121
 (858) 452-6600
   Common Stock, Par Value $0.01 per share
 Yes o No þ
 Yes o No þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    3Item 1B. Unresolved Staff Comments
    
    
    5Item 2. Properties
    
    
    5Item 3. Legal Proceedings
    
    
    5Item 4. Reserved
    
    
    5PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    6Item 6. Selected Financial Data
    
    
    6Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    7Item 8. Financial Statements and Supplementary Data
    
    
    12Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    13Item 9A(T). Controls and Procedures
    
    
    13Item 9B. Other Information
    
    
    14PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    15Item 11. Executive Compensation
    
    
    18Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    24Item 14. Principal Accountant Fees and Services
    
    
    25PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    27Signatures
    
    
    28Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1




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PART I
  
 Item 1.
    
    Business
 Overview
  Development Agreement BioMarin CF BioMarin Pharma
      1




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
    
    Sell or out-license our Riquent program, although we may not receive any
significant value upon any such sale or license;
 
    
    Pursue potential other strategic transactions for new technologies, which
could include mergers, license agreements or other collaborations, with third parties
where we acquire new compounds for development and seek additional capital; or
 
    
    Implement a wind down of the Company if other alternatives are not deemed
viable and in the best interests of the Company.
  Patents and Proprietary Technologies
  Competition
  Government Regulation
   2




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Employees
  Available Information
  
 Item 1A.
    
    Risk Factors
 I. RISK FACTORS RELATING TO LA JOLLA PHARMACEUTICAL COMPANY AND THE INDUSTRY IN WHICH WE OPERATE.
 We
have only limited assets, no ongoing clinical trials and no products, and will need to raise additional capital if we are to continue as a
going concern.
  Although we are attempting to pursue potential strategic transactions, there is no assurance that
we will be successful.
   3




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If we choose to liquidate the Company, it is unlikely that stockholders would receive any
significant value for their shares.
  II. RISK FACTORS RELATED SPECIFICALLY TO OUR STOCK.
 The recent delisting of our common stock could have a substantial effect on the price and liquidity
of our common stock.
    4




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The price of our common stock has been, and will be, volatile and may continue to decline.
  
    
    limited financial resources;
 
    
    announcements regarding mergers or other strategic transactions;
 
    
    future sales of significant amounts of our common stock by us or our
stockholders;
 
    
    developments in patent or other proprietary rights;
 
    
    developments concerning potential agreements with collaborators; and
 
    
    general market conditions and comments by securities analysts.
  Anti-takeover devices may prevent changes in our board of directors and management.
  
 Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties.
  
 Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    Reserved.
  5




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PART II
 
 Item 5.
    
    Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 Information About Our Common Stock
  PricesHigh
    
    
    LowYear Ended December 31, 2009First Quarter
    
    $
    3.20
    
    
    $
    0.04Second Quarter
    
    
    0.64
    
    
    
    0.13Third Quarter
    
    
    0.36
    
    
    
    0.14Fourth Quarter
    
    
    0.32
    
    
    
    0.06Year Ended December 31, 2008First Quarter
    
    $
    4.25
    
    
    $
    1.45Second Quarter
    
    
    2.35
    
    
    
    1.59Third Quarter
    
    
    2.50
    
    
    
    1.01Fourth Quarter
    
    
    1.20
    
    
    
    0.43
  Information About Our Equity Compensation Plans
  
 Item 6.
    
    Selected Financial Data
   6




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Introduction
  
    
    Overview and recent developments. This section provides a general description of our
business and operating history and a general description of recent events and significant
transactions that we believe are important in understanding our financial condition and
results of operations.
 
    
    Critical accounting policies and estimates. This section contains a discussion of the
accounting policies that we believe are important to our financial condition and results of
operations and that require significant judgment and estimates on the part of management in
their application. In addition, all of our significant accounting policies, including the
critical accounting policies and estimates, are summarized in Note 1 to the accompanying
consolidated financial statements.
 
    
    Results of operations. This section provides an analysis of our results of operations
presented in the accompanying consolidated statements of operations by comparing the
results for the year ended December 31, 2009 to the results for the year ended December 31,
2008.
 
    
    Liquidity and capital resources. This section provides an analysis of our cash flows as
well as material subsequent changes.
 Overview and Recent Developments
  Development Agreement BioMarin CF BioMarin Pharma
    7




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
    
    Sell or out-license our Riquent program, although we may not receive any
significant value upon such a sale or license;
 
    
    Pursue potential other strategic transactions, which could include mergers,
license agreements or other collaborations, with third parties; or
 
    
    Implement a wind down of the Company if other alternatives are not deemed
viable and in the best interests of the Company.
  UBS
  8




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Critical Accounting Policies and Estimates
   Revenue recognition
 We apply the revenue recognition criteria outlined in the ASC Topic of Revenue Recognition. Upfront product and
technology license fees under multiple-element arrangements are deferred and recognized over the period of such
services or performance if such arrangements require on-going services or performance. Non-refundable amounts received
for substantive milestones are recognized upon achievement of the milestone. Any amounts received prior to satisfying
our revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets. Our sole
source of revenue in the accompanying consolidated financial
statements related to a January 4, 2009 Development Agreement with BioMarin CF which contained
multiple potential revenue elements, including non-refundable upfront fees. The Development Agreement was terminated on
March 27, 2009 following the failure of the Phase 3 ASPEN trial at which time we had no remaining on-going services or
performance. We recognized $8.1 million as collaboration revenue upon termination of the Development Agreement. Impairment of long-lived assets
   Accrued clinical/regulatory expenses
    9




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Share-based compensation
   New Accounting Pronouncements
 The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles The Accounting Standards Codification (ASC)
Topic of Generally Accepted Accounting Principles
 Results of Operations
 Years Ended December 31, 2009 and 2008
 Revenue.
  10




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Expenses
 Research and Development Expense.
 General and Administrative Expense.
 Asset Impairments.
 Interest Expense, Interest and Other Income.
 Net Operating Loss and Research Tax Credit Carryforwards
 Liquidity and Capital Resources
   11




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
    
    our ability to sell, out-license or otherwise dispose of our Riquent program;
 
    
    our ability to consummate a strategic transaction such as a merger, license agreement
or other collaboration with a third party; or
 
    
    our implementation of a wind down of the Company if other alternatives are not deemed
viable and in the best interests of the Company;
  Off-Balance Sheet Arrangements
  
 Item 8.
    
    Financial Statements and Supplementary Data.
   12




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Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A(T).
    
    Controls and Procedures.
 (a) Disclosure Controls and Procedures; Changes in Internal Control Over Financial Reporting
 Exchange
Act
  (b) Management Report on Internal Control Over Financial Reporting
  
    
    Pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;
 
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and
 
    
    Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a material
effect on our financial statements.
      13




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Item 9B.
    
    Other Information.
    14




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PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
  Name
    
    Age
    
    Position(s)Craig R. Smith, M.D.
    
    64
    
    Director, Chairman of the BoardDeirdre Y. Gillespie, M.D.
    
    53
    
    President, Chief Executive Officer and Assistant SecretaryGail A. Sloan, CPA
    
    47
    
    Vice President of Finance and SecretaryRobert A. Fildes, Ph.D.
    
    71
    
    DirectorStephen M. Martin
    
    63
    
    DirectorFrank E. Young, M.D., Ph.D.
    
    78
    
    Director
  Craig R. Smith, M.D.
 Deirdre Y. Gillespie M.D.
 Gail A. Sloan CPA
  15




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Robert A. Fildes Ph.D.
 Stephen M. Martin
 Frank E. Young M.D. Ph.D.
  16




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Director Independence
  Committees of the Board of Directors
  Audit Committee
   Compensation Committee
   17




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Corporate Governance and Nominating Committee
  Meetings of Non-Management Directors
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Conduct
  
 Item 11.
    
    Executive Compensation.
 Equity Compensation .
   18




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Benefits.
    Retention and Separation Agreements.
     19




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Deirdre Y. Gillespie, M.D.
 Gail A. Sloan
  20




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Summary Compensation Table
 Non-EquityStock
    
    
    Option
    
    
    Incentive Plan
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    
    
    
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalPrincipal Position
    
    Year
    
    
    ($)
    
    
    Bonus ($) (1)
    
    
    ($)
    
    
    ($) (2)
    
    
    ($) (3)
    
    
    ($)
    
    
    ($)Current Officers
Deirdre Y. Gillespie, M.D.
    
    
    2009
    
    
    $
    421,200
    
    
    $
    202,800
    
    
    $
    
    
    
    $
    1,167,161
    
    
    $
    
    
    
    $
    
    
    
    $
    1,791,161President,
Chief Executive Officer and Assistant Secretary
    
    
    2008
    
    
    
    402,600
    
    
    
    
    
    
    
    
    
    
    
    1,093,763
    
    
    
    200,772
    
    
    
    
    
    
    
    1,697,135Gail A. Sloan
    
    
    2009
    
    
    
    206,187
    
    
    
    66,184
    
    
    
    
    
    
    
    71,785
    
    
    
    
    
    
    
    
    
    
    
    344,156Vice President
of Finance and Secretary
    
    
    2008
    
    
    
    196,906
    
    
    
    
    
    
    
    
    
    
    
    307,483
    
    
    
    53,609
    
    
    
    
    
    
    
    557,998Former Officers*
Niv E. Caviar
    
    
    2009
    
    
    
    124,734
    
    
    
    211,612
    
    
    
    
    
    
    
    635,453
    
    
    
    
    
    
    
    
    
    
    
    971,799Executive Vice
President, Chief Business and Financial Officer
    
    
    2008
    
    
    
    280,775
    
    
    
    
    
    
    
    
    
    
    
    226,995
    
    
    
    111,097
    
    
    
    25,000
    (4)
    
    
    643,867Michael Tansey, M.D., Ph.D.
    
    
    2009
    
    
    
    113,402
    
    
    
    251,063
    
    
    
    
    
    
    
    572,250
    
    
    
    
    
    
    
    
    
    
    
    936,715Executive Vice
President and Chief Medical Officer
    
    
    2008
    
    
    
    332,875
    
    
    
    
    
    
    
    
    
    
    
    387,029
    
    
    
    90,383
    
    
    
    
    
    
    
    810,287
 *
    
    These former officers were terminated on April 20, 2009 as part of the Companys
restructuring activities, as described above.(1)
    
    The amounts for Dr. Gillespie and Ms. Sloan are retention payments made on December 18, 2009
in accordance with the Retention Agreements dated December 4, 2009. See Note 6 to our audited
consolidated financial statements. The amount for Mr. Caviar is severance equal to nine months
of Mr. Caviars annual base salary at December 31, 2008 pursuant to his employment agreement
dated May 10, 2007. The amount for Dr. Tansey is severance equal to nine months of Dr.
Tanseys annual base salary at December 31, 2008 pursuant to his employment agreement dated
December 4, 2006. These severance payments were made to Mr. Caviar and Dr. Tansey following
their respective terminations on April 20, 2009.(2)
    
    The amounts in this column reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal years ended December 31, 2009 and December 31, 2008, for
awards and thus may include amounts from awards granted in and prior to 2008. Assumptions used
in the calculation of these amounts are included in Note 1 to our audited consolidated
financial statements.(3)
    
    These amounts represent the 2008 performance-based bonus awards which were paid in fiscal
year 2009.(4)
    
    This amount represents a signing bonus paid to Mr. Caviar in January 2008 in accordance with
his employment agreement.  21




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Outstanding Equity Awards at 2009 Fiscal Year End
 Market orNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payout Value ofSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    UnearnedUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Unearned Shares,
    
    
    Shares, Units orUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Units or Other
    
    
    Other RightsOptions
    
    
    Options
    
    
    Exercise
    
    
    Option
    
    
    Rights that have not
    
    
    that have not(#)
    
    
    (#)
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Date(1)
    
    
    (#)
    
    
    ($)Current Officers
Deirdre Y. Gillespie
    
    
    766,666
    
    
    
    33,333
    (2)
    
    $
    5.26
    
    
    
    03/15/2016106,250
    
    
    
    43,750
    (2)
    
    
    3.08
    
    
    
    02/05/201768,750
    
    
    
    81,250
    (2)
    
    
    2.42
    
    
    
    02/21/201834,375
    
    
    
    115,625
    (2)
    
    
    1.42
    
    
    
    01/22/20191,411,898
    (3)
    
    $
    240,023
    (4)Gail A. Sloan
    
    
    972
    
    
    
    
    
    
    
    18.44
    
    
    
    01/28/20103,800
    
    
    
    
    
    
    
    35.00
    
    
    
    11/20/20103,000
    
    
    
    
    
    
    
    38.25
    
    
    
    07/19/20112,999
    
    
    
    
    
    
    
    35.50
    
    
    
    12/14/20115,999
    
    
    
    
    
    
    
    25.45
    
    
    
    07/18/20125,999
    
    
    
    
    
    
    
    29.50
    
    
    
    11/21/20125,999
    
    
    
    
    
    
    
    14.85
    
    
    
    05/12/20136,000
    
    
    
    
    
    
    
    23.55
    
    
    
    09/18/201314,000
    
    
    
    
    
    
    
    14.80
    
    
    
    05/21/201410,583
    
    
    
    
    
    
    
    2.40
    
    
    
    04/25/20155,415
    
    
    
    
    
    
    
    2.15
    
    
    
    05/19/201521,199
    
    
    
    
    
    
    
    4.20
    
    
    
    10/10/2015184,548
    
    
    
    
    
    
    
    4.46
    
    
    
    04/17/201617,708
    
    
    
    7,291
    (2)
    
    
    3.08
    
    
    
    02/05/201711,458
    
    
    
    13,541
    (2)
    
    
    2.42
    
    
    
    02/21/20185,729
    
    
    
    19,270
    (2)
    
    
    1.42
    
    
    
    01/22/2019483,810
    (3)
    
    $
    82,248
    (4)Former Officer*
Michael J.B. Tansey
    
    
    113,000
    (5)
    
    
    
    
    
    
    3.61
    
    
    
    07/17/201687,000
    (5)
    
    
    
    
    
    
    3.23
    
    
    
    12/04/201650,000
    (5)
    
    
    
    
    
    
    5.47
    
    
    
    05/23/201740,000
    (5)
    
    
    
    
    
    
    2.42
    
    
    
    02/21/2018200,000
    (5)
    
    
    
    
    
    
    1.82
    
    
    
    05/22/201845,000
    (5)
    
    
    
    
    
    
    1.42
    
    
    
    01/22/2019
 *
    
    This former officer was terminated on April 20, 2009.(1)
    
    All stock options expire ten years from the date of grant.(2)
    
    The stock options vest and become exercisable ratably on a monthly basis over four years from
the date of grant.(3)
    
    These are restricted stock units (RSUs) granted on December 31, 2009 where each RSU
represents a contingent right to receive one share of our common stock. The RSUs were to vest
upon the closing of the Merger, subject to the continued employment of the recipient through
the closing date of the Merger; however, the Merger was terminated in March 2010 and
accordingly, the RSUs were accordingly cancelled.(4)
    
    The value of each RSU is the closing price of our common stock on the date of grant, which
was $0.17.(5)
    
    Pursuant to Dr. Tanseys employment agreement dated December 4, 2006, all of Dr. Tanseys
unvested options automatically vested upon his termination date of April 20, 2009 and remain
exercisable for one year following the termination date. If not exercised by April 20, 2010,
all of Dr. Tanseys stock options will be cancelled on April 20, 2010. Option Exercises and Stock Vested in Fiscal Year 2009
   22




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Director Compensation Table  2009
 Fees Earned orPaid in Cash
    
    
    Stock Awards
    
    
    Option Awards
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($) (1)
    
    
    ($)Thomas H. Adams (2)
    
    $
    24,500
    
    
    $
    
    
    
    $
    19,139
    
    
    $
    43,639Robert A. Fildes
    
    
    37,500
    
    
    
    
    
    
    
    19,139
    
    
    
    56,639Stephen M. Martin
    
    
    51,000
    
    
    
    
    
    
    
    19,139
    
    
    
    70,139Craig R. Smith
    
    
    62,750
    
    
    
    
    
    
    
    18,619
    
    
    
    81,369Martin P. Sutter (2)
    
    
    
    
    
    
    
    
    
    
    6,206
    
    
    
    6,206James N. Topper (2)
    
    
    
    
    
    
    
    
    
    
    6,206
    
    
    
    6,206Frank E. Young
    
    
    29,500
    
    
    
    
    
    
    
    6,206
    
    
    
    35,706
 (1)
    
    The amounts in this column reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2009, and thus may include amounts
from awards granted in and prior to
2009. Assumptions used in the calculation of these amounts are included in Note 1 to our consolidated financial statements.(2)
    
    Doctors Adams and Topper and Mr. Sutter resigned as directors effective September 3, 2009. Director Compensation
 Retainers and Fees
 Option Grants Under the 2004 Plan
  23




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Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 Equity Compensation Plan Information
  Number ofSecuritiesRemainingAvailable forNumber of
    
    
    
    
    
    
    Future IssuanceSecurities to be
    
    
    Weighted-
    
    
    Under EquityIssued upon
    
    
    Average Exercise
    
    
    CompensationExercise of
    
    
    Price of
    
    
    Plans (ExcludingOutstanding
    
    
    Outstanding
    
    
    SecuritiesOptions, Warrants
    
    
    Options, Warrants
    
    
    Reflected inand Rights
    
    
    and Rights
    
    
    Column (a))Plan CategoryEquity Compensation plans approved by security holders
    
    
    5,529,591
    (1)
    
    $
    6.99
    
    

    
    1,082,671
    (2)Equity Compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Outstanding options to purchase shares of our common stock under the La Jolla
Pharmaceutical Company 1994 Stock Incentive Plan and the 2004 Plan.(2)
    
    Includes 1,065,694 shares subject to the 2004 Plan and 16,977 shares subject to the
1995 Plan (each stated as of December 31, 2009). Security Ownership of Certain Beneficial Owners and Management
  
    
    each of our directors;
    
    each of our named executive officers as defined by SEC rules;
    
    all of our current directors and executive officers as a group; and
    
    each person or group of affiliated persons known by us to be the
beneficial owner of more than 5% of our common stock.
  24




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SharesShares of
    
    
    with Right toCommon
    
    
    Acquire
    
    
    Total
    
    
    PercentageStock
    
    
    within 60
    
    
    Beneficial
    
    
    of CommonName and Address
    
    Owned
    
    
    Days
    
    
    Ownership
    
    
    StockEssex Woodlands Health Ventures Fund VI, L.P. and affiliates
    
    
    
    
    
    
    4,139,014
    
    
    
    4,139,014
    
    
    
    5.9
    %Craig R. Smith, M.D.(1)
    
    
    
    
    
    
    123,400
    
    
    
    123,400
    
    
    
    *
    %Robert A. Fildes, Ph.D.(1)
    
    
    
    
    
    
    97,759
    
    
    
    97,759
    
    
    
    *
    %Stephen M. Martin(1)
    
    
    40
    
    
    
    105,400
    
    
    
    105,440
    
    
    
    *
    %Frank E. Young, M.D., Ph.D.(1)
    
    
    5,600
    
    
    
    38,000
    
    
    
    43,600
    
    
    
    *
    %Deirdre Y. Gillespie, M.D.(1)(2)
    
    
    
    
    
    
    1,046,875
    
    
    
    1,046,875
    
    
    
    1.6
    %Gail A. Sloan(2)
    
    
    
    
    
    
    310,686
    
    
    
    310,686
    
    
    
    *
    %Michael J.B. Tansey, M.D.(3)
    
    
    
    
    
    
    535,000
    
    
    
    535,000
    
    
    
    *
    %All current executive officers and directors as a group
(6 persons)(4)
    
    
    5,640
    
    
    
    1,722,120
    
    
    
    1,727,760
    
    
    
    2.6
    %
 *
    
    Less than one percent.(1)
    
    Current director as of March 5, 2010.(2)
    
    Current executive officer as of March 5, 2010.(3)
    
    Former executive officer terminated April 20, 2009.(4)
    
    The six current executive officers and directors are comprised of
Dr. Smith, Dr. Fildes, Mr. Martin, Dr. Young, Dr. Gillespie and
Ms. Sloan (each of whom is included within the table above). 
 Item 14.
    
    Principal Accountant Fees and Services.
  2008
    
    
    2009Audit Fees
    
    $
    298,861
    
    
    $
    141,210Audit Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    87,000
    
    
    
    17,000All Other Fees
    
    
    45,000
    
    
    
    Total
    
    $
    430,861
    
    
    $
    158,210
  25




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##### Table of Contents



Audit Fees S-4.
 Tax Fees
 All Other Fees.
 Pre-approval Policy
  26




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
  1.
    
    The following consolidated financial statements of La Jolla Pharmaceutical Company are filed
as part of this report under Item 8  Financial Statements and Supplementary Data:
 Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets at December 31, 2009 and 2008
    
    
    F-2Consolidated Statements of Operations for the years ended December 31, 2009 and 2008
    
    
    F-3Consolidated Statements of Stockholders Equity for the years ended December 31, 2009 and 2008
    
    
    F-4Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6
      27




---



##### Table of Contents



SIGNATURES
  LA JOLLA PHARMACEUTICAL COMPANYBy:
    /s/ Deirdre Y. GillespieApril 15, 2010
    
    Deirdre Y. Gillespie, M.D.President, Chief Executive Officer and
Assistant Secretary  Signature
    
    Title
    
    Date/s/ Deirdre Y. Gillespie

Deirdre Y. Gillespie, M.D
    
    President, Chief Executive Officer and Assistant Secretary
(Principal Executive Officer)
    
    April 15, 2010/s/ Gail A. Sloan

Gail A. Sloan
    
    Vice President of Finance and Secretary (Principal Financial
and Accounting Officer)
    
    April 15, 2010/s/ Robert A. Fildes

Robert A. Fildes, Ph.D.
    
    Director
    
    April 15, 2010/s/ Stephen M. Martin

Stephen M. Martin
    
    Director
    
    April 15, 2010/s/ Craig R. Smith

Craig R. Smith, M.D.
    
    Director
    
    April 15, 2010/s/ Frank E. Young

Frank E. Young, M.D., Ph.D.
    
    Director
    
    April 15, 2010
  28




---



##### Table of Contents



F-1




---



##### Table of Contents



December 31,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    4,254
    
    
    $
    9,447Short-term investments, available-for-sale
    
    
    
    
    
    
    10,000Prepaids and other current assets
    
    
    586
    
    
    
    785Total current assets
    
    
    4,840
    
    
    
    20,232Property and equipment, net
    
    
    
    
    
    
    357Patent costs and other assets, net
    
    
    
    
    
    
    250$
    4,840
    
    
    $
    20,839Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    125
    
    
    $
    4,626Accrued clinical/regulatory expenses
    
    
    
    
    
    
    3,957Accrued expenses
    
    
    323
    
    
    
    1,008Accrued payroll and related expenses
    
    
    173
    
    
    
    1,549Credit facility
    
    
    
    
    
    
    5,933Current portion of obligations under notes payable
    
    
    
    
    
    
    152Current portion of obligations under capital leases
    
    
    
    
    
    
    11Total current liabilities
    
    
    621
    
    
    
    17,236Non-current portion of obligations under notes payable
    
    
    
    
    
    
    179Non-current portion of obligations under capital leases
    
    
    
    
    
    
    34CommitmentsStockholders equity:Preferred stock, $0.01 par value; 8,000,000 shares
authorized, no shares issued or outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value; 225,000,000 shares
authorized, 65,722,648 and 55,549,528 shares issued
and outstanding at December 31, 2009 and 2008,
respectively
    
    
    657
    
    
    
    555Additional paid-in capital
    
    
    427,883
    
    
    
    418,522Accumulated deficit
    
    
    (424,321
    )
    
    
    (415,687
    )Total stockholders equity
    
    
    4,219
    
    
    
    3,390$
    4,840
    
    
    $
    20,839
 See accompanying notes.
  F-2




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##### Table of Contents



Years Ended December 31,2009
    
    
    2008Revenue from collaboration agreement
    
    $
    8,125
    
    
    $
    Expenses:Research and development
    
    
    9,576
    
    
    
    51,025General and administrative
    
    
    7,193
    
    
    
    9,702Asset impairments
    
    
    
    
    
    
    2,810Total expenses
    
    
    16,769
    
    
    
    63,537Loss from operations
    
    
    (8,644
    )
    
    
    (63,537
    )Interest expense
    
    
    (13
    )
    
    
    (96
    )Interest and other income
    
    
    23
    
    
    
    779Net loss
    
    $
    (8,634
    )
    
    $
    (62,854
    )Basic and diluted net loss per share
    
    $
    (0.14
    )
    
    $
    (1.26
    )Shares used in computing basic and diluted net loss per share
    
    
    63,326
    
    
    
    49,689
 See accompanying notes.
  F-3




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##### Table of Contents



Additional
    
    
    Other
    
    
    
    
    
    TotalPreferred stock
    
    
    Common stock
    
    
    paid-in
    
    
    comprehensive
    
    
    Accumulated
    
    
    stockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    capital
    
    
    income (loss)
    
    
    deficit
    
    
    equityBalance at December 31, 2007
    
    
    
    
    
    $
    
    
    
    
    39,630
    
    
    $
    396
    
    
    $
    385,944
    
    
    $
    14
    
    
    $
    (352,833
    )
    
    $
    33,521Issuance of common stock,
net
    
    
    
    
    
    
    
    
    
    
    15,615
    
    
    
    156
    
    
    
    27,877
    
    
    
    
    
    
    
    
    
    
    
    28,033Issuance of common stock
under Employee Stock
Purchase Plan
    
    
    
    
    
    
    
    
    
    
    304
    
    
    
    3
    
    
    
    287
    
    
    
    
    
    
    
    
    
    
    
    290Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Share-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,411
    
    
    
    
    
    
    
    
    
    
    
    4,411Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62,854
    )
    
    
    (62,854
    )Net unrealized losses on
available-for-sale
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14
    )
    
    
    
    
    
    
    (14
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62,868
    )Balance at December 31, 2008
    
    
    
    
    
    
    
    
    
    
    55,550
    
    
    
    555
    
    
    
    418,522
    
    
    
    
    
    
    
    (415,687
    )
    
    
    3,390Issuance of preferred stock
    
    
    339
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    6,807
    
    
    
    
    
    
    
    
    
    
    
    6,810Conversion of preferred
stock, net
    
    
    (339
    )
    
    
    (3
    )
    
    
    10,173
    
    
    
    102
    
    
    
    (99
    )
    
    
    
    
    
    
    
    
    
    
    Share-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,653
    
    
    
    
    
    
    
    
    
    
    
    2,653Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,634
    )
    
    
    (8,634
    )Balance at December 31, 2009
    
    
    
    
    
    $
    
    
    
    
    65,723
    
    
    $
    657
    
    
    $
    427,883
    
    
    $
    
    
    
    $
    (424,321
    )
    
    $
    4,219
 See accompanying notes.
  F-4




---



##### Table of Contents



Years Ended December 31,2009
    
    
    2008Operating activitiesNet loss
    
    $
    (8,634
    )
    
    $
    (62,854
    )Adjustments to reconcile net loss to net cash used for operating activities:Depreciation and amortization
    
    
    117
    
    
    
    990(Gain) loss on write-off/disposal of patents, property and equipment
    
    
    (347
    )
    
    
    199Loss on impairment of patents, property and equipment and licenses
    
    
    
    
    
    
    2,810Share-based compensation expense
    
    
    2,653
    
    
    
    4,411Expense reduction from settlement of vendor obligations
    
    
    (2,743
    )
    
    
    Amortization of investment premium/discount
    
    
    
    
    
    
    240Changes in operating assets and liabilities:Prepaids and other current assets
    
    
    199
    
    
    
    233Accounts payable and accrued liabilities
    
    
    (6,400
    )
    
    
    442Accrued payroll and related expenses
    
    
    (1,376
    )
    
    
    350Net cash used for operating activities
    
    
    (16,531
    )
    
    
    (53,179
    )Investing activitiesSales of short-term investments
    
    
    10,000
    
    
    
    24,665Net proceeds from sale of patents and property and equipment
    
    
    861
    
    
    
    44Additions to property and equipment
    
    
    (18
    )
    
    
    (506
    )Increase in patent costs and other assets
    
    
    (6
    )
    
    
    (116
    )Net cash provided by investing activities
    
    
    10,837
    
    
    
    24,087Financing activitiesNet proceeds from issuance of common stock
    
    
    
    
    
    
    28,326Net proceeds from issuance of preferred stock
    
    
    6,810
    
    
    
    Proceeds from credit facility
    
    
    
    
    
    
    6,000Payments on credit facility
    
    
    (5,933
    )
    
    
    Payments on obligations under notes payable
    
    
    (331
    )
    
    
    (151
    )Payments on obligations under capital leases
    
    
    (45
    )
    
    
    (9
    )Net cash provided by financing activities
    
    
    501
    
    
    
    34,166(Decrease) increase in cash and cash equivalents
    
    
    (5,193
    )
    
    
    5,074Cash and cash equivalents at beginning of period
    
    
    9,447
    
    
    
    4,373Cash and cash equivalents at end of period
    
    $
    4,254
    
    
    $
    9,447Supplemental disclosure of cash flow information:Interest paid
    
    $
    13
    
    
    $
    96
 See accompanying notes.
  F-5




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##### Table of Contents



1. Organization and Summary of Significant Accounting Policies
 Organization and Business Activity
  Basis of Presentation
   ®
    F-6




---



##### Table of Contents



Principles of Consolidation
  Use of Estimates
 GAAP
 Cash, Cash Equivalents and
Short-Term Investments
 The ASC Topic of Investments
 Revenue Recognition
 The Company applies the revenue recognition criteria outlined in the ASC Topic of Revenue Recognition. Upfront product
and technology license fees under multiple-element arrangements are deferred and recognized over the period of such
services or performance if such arrangements require on-going services or performance. Non-refundable amounts received
for substantive milestones are recognized upon achievement of the milestone. Any amounts received prior to satisfying
the Companys revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance
sheets. The Companys sole
source of revenue in the consolidated financial statements related to a January 4, 2009 Development Agreement with BioMarin CF which
contained multiple potential revenue elements, including non-refundable upfront fees. The Development Agreement was
terminated on March 27, 2009 following the failure of the Phase 3 ASPEN trial at which time the Company had no
remaining on-going services or performance. The Company recognized $8,125,000 as collaboration revenue upon termination
of the Development Agreement. Impairment of Long-Lived Assets
   F-7




---



##### Table of Contents



Property and Equipment
   December 31,2009
    
    
    2008Laboratory equipment
    
    $
    
    
    
    $
    6,171Computer equipment and software
    
    
    2,186
    
    
    
    4,654Furniture and fixtures
    
    
    
    
    
    
    477Leasehold improvements
    
    
    
    
    
    
    3,2752,186
    
    
    
    14,577Less: Accumulated depreciation
    
    
    (2,186
    )
    
    
    (14,220
    )$
    
    
    
    $
    357
  Patents
    Accrued Clinical/Regulatory Expenses
   F-8




---



##### Table of Contents



Share-Based Compensation
    Share-Based Award Valuation and Expense Information
  December 31,2009
    
    
    2008Research and development
    
    $
    632
    
    
    $
    1,961General and administrative
    
    
    2,021
    
    
    
    2,461Share-based compensation expense included in operating expenses
    
    $
    2,653
    
    
    $
    4,422
   F-9




---



##### Table of Contents



Options:
 December 31,2009
    
    
    2008Risk-free interest rate
    
    
    0.6
    %
    
    
    3.2
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Volatility
    
    
    295.0
    %
    
    
    115.1
    %Expected life (years)
    
    
    5.6
    
    
    
    5.6
  ESPP:
 December 31,2008Risk-free interest rate
    
    
    1.1
    %Dividend yield
    
    
    0.0
    %Volatility
    
    
    99.6
    %Expected life
    
    3 months
      Restricted Stock
   F-10




---



##### Table of Contents



Restricted Stock Units
  Net Loss Per Share
 EPS
  Comprehensive Loss
  Recently Issued Accounting Standards
 The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles The Accounting Standards Codification (ASC)
Topic of Generally Accepted Accounting Principles
  F-11




---



##### Table of Contents



2. Cash Equivalents and Short-term Investments
   Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Realized
    
    
    Realized
    
    
    Estimated FairCost
    
    
    Gains
    
    
    Losses
    
    
    Gains
    
    
    Losses
    
    
    ValueDecember 31, 2008Money market accounts
    
    $
    2,686
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,686Asset-backed auction rate securities
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,270
    )
    
    
    7,730Auction rate security rights
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,270
    
    
    
    
    
    
    
    2,270$
    12,686
    
    
    $
    
    
    
    $
    
    
    
    $
    2,270
    
    
    $
    (2,270
    )
    
    $
    12,686
   ARS Rights
   F-12




---



##### Table of Contents



3. Fair Value of Financial Instruments
 The ASC Topic of Fair Value Measurements and Disclosures The ASC Topic of Fair Value Measurements and Disclosures
 
    
    Level 1  Quoted prices in active markets for identical assets or liabilities.
    
    Level 2  Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or
can be corroborated by observable market data for substantially the full term
of the assets or liabilities.
    
    Level 3  Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets or
liabilities.
    4. Development and Stock Purchase Agreements
     F-13




---



##### Table of Contents



5. Commitments
     6. Restructuring Costs
      F-14




---



##### Table of Contents



7. Settlement of Liabilities
   8. Stockholders Equity
 Preferred Stock
   Warrants
     F-15




---



##### Table of Contents



Stock Option Plans
 1994 Plan
 2004 Plan
  Outstanding OptionsWeighted-Number of
    
    
    AverageShares
    
    
    Exercise PriceBalance at December 31, 2007
    
    
    4,809,576
    
    
    $
    8.56Granted
    
    
    1,481,900
    
    
    $
    2.02Exercised
    
    
    (1,097
    )
    
    $
    2.51Forfeited /
Expired
    
    
    (663,418
    )
    
    $
    8.91Balance at December 31, 2008
    
    
    5,626,961
    
    
    $
    6.80Granted
    
    
    691,875
    
    
    $
    1.73Forfeited /
Expired
    
    
    (2,810,268
    )
    
    $
    5.31Balance at December 31, 2009
    
    
    3,508,568
    
    
    $
    6.99
  Years Ended December 31,2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    PriceExercisable at end of year
    
    
    3,175,233
    
    
    $
    7.47
    
    
    
    3,522,747
    
    
    $
    9.08Weighted-average fair
value of options granted
during the year
    
    $
    1.72
    
    
    
    
    
    
    $
    1.70
  F-16




---



##### Table of Contents



Weighted-
    
    
    
    
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    
    
    
    
    AverageRemaining
    
    
    Weighted-
    
    
    
    
    
    
    ExerciseContractual
    
    
    Average
    
    
    
    
    
    
    Price ofOptions
    
    
    Range of
    
    Life
    
    
    Exercise
    
    
    Options
    
    
    OptionsOutstanding
    
    
    Exercise Prices
    
    (in years)
    
    
    Price
    
    
    Exercisable
    
    
    Exercisable560,000
    
    
    $0.64  $1.82
    
    
    8.71
    
    
    $
    1.61
    
    
    
    425,104
    
    
    $
    1.67539,498
    
    
    $1.87  $3.08
    
    
    7.40
    
    
    $
    2.60
    
    
    
    374,393
    
    
    $
    2.62422,000
    
    
    $3.23  $3.99
    
    
    6.52
    
    
    $
    3.67
    
    
    
    422,000
    
    
    $
    3.67475,105
    
    
    $4.20  $4.46
    
    
    6.10
    
    
    $
    4.36
    
    
    
    475,105
    
    
    $
    4.36810,000
    
    
    $5.26
    
    
    6.20
    
    
    $
    5.26
    
    
    
    776,666
    
    
    $
    5.26356,094
    
    
    $5.47  $18.75
    
    
    4.67
    
    
    $
    11.11
    
    
    
    356,094
    
    
    $
    11.11262,872
    
    
    $19.00  $35.25
    
    
    2.24
    
    
    $
    27.56
    
    
    
    262,872
    
    
    $
    27.5615,999
    
    
    $35.50
    
    
    1.95
    
    
    $
    35.50
    
    
    
    15,999
    
    
    $
    35.508,000
    
    
    $36.75
    
    
    1.13
    
    
    $
    36.75
    
    
    
    8,000
    
    
    $
    36.7558,999
    
    
    $38.25
    
    
    1.55
    
    
    $
    38.25
    
    
    
    58,999
    
    
    $
    38.253,508,567
    
    
    $0.64  $38.25
    
    
    6.25
    
    
    $
    6.99
    
    
    
    3,175,232
    
    
    $
    7.47
  Restricted Stock Units
   
 Weighted-AverageGrant DateFair ValueShares
    
    
    per ShareRestricted stock units outstanding at December 31, 2008
    
    
    
    
    
    $
    Granted
    
    
    2,021,024
    
    
    $
    0.17Restricted stock units outstanding at December 31, 2009
    
    
    2,021,024
    
    
    $
    0.17
   F-17




---



##### Table of Contents



Employee Stock Purchase Plan
  Year EndedDecember 31,2008Weighted-average fair value of Employee Stock Purchase Plan purchases
    
    $
    0.71
 Stockholder Rights Plan
 Rights Plan Right
 9. 401(k) Plan
 401(k) Plan
 10. Income Taxes
 ASC Topic of Income Taxes
  AmountUnrecognized tax benefits balance at December 31, 2008
    
    $
    Increases related to current and prior year tax positions
    
    
    45Settlements and lapses in statutes of limitations
    
    
    Unrecognized tax benefits balance at December 31, 2009
    
    $
    45
   F-18




---



##### Table of Contents



December 31,2009
    
    
    2008Deferred tax assets:Net operating loss carryforwards
    
    $
    
    
    
    $
    Research and development credits
    
    
    
    
    
    
    Capitalized research and development and other
    
    
    12,881
    
    
    
    14,330Total deferred tax assets
    
    
    12,881
    
    
    
    14,330Net deferred tax assets
    
    
    12,881
    
    
    
    14,330Valuation allowance for deferred tax assets
    
    
    (12,881
    )
    
    
    (14,330
    )Net deferred taxes
    
    $
    
    
    
    $
    
  2009
    
    
    2008Tax benefit at statutory federal rate
    
    $
    (3,022
    )
    
    $
    (21,999
    )State tax benefit, net of federal
    
    
    (496
    )
    
    
    (3,612
    )Generation of research and development credits
    
    
    (347
    )
    
    
    (1,461
    )Expired tax attributes
    
    
    4,347
    
    
    
    3,069Removal of net operating losses and research
and development credits
    
    
    767
    
    
    
    19,696Stock compensation expense
    
    
    281
    
    
    
    733Other
    
    
    (81
    )
    
    
    166Change in valuation allowance
    
    
    (1,449
    )
    
    
    3,408$
    
    
    
    $
    
  F-19




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##### Table of Contents



11. Subsequent Events
     F-20




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##### Table of Contents



12. Selected Quarterly Financial Data (unaudited)
  Quarters EndedMar. 31,
    
    
    Jun. 30,
    
    
    Sept. 30,
    
    
    Dec. 31,2009Revenue from collaborative agreement:
    
    $
    8,125
    
    
    $
    
    
    
    $
    
    
    
    $
    Expenses:Research and development
    
    
    9,893
    
    
    
    (85
    )
    
    
    (240
    )
    
    
    8General and administrative
    
    
    2,487
    
    
    
    2,124
    
    
    
    992
    
    
    
    1,590Total expenses
    
    
    12,380
    
    
    
    2,039
    
    
    
    752
    
    
    
    1,598Loss from operations
    
    
    (4,255
    )
    
    
    (2,039
    )
    
    
    (752
    )
    
    
    (1,598
    )Interest and other income (expense), net
    
    
    3
    
    
    
    (4
    )
    
    
    54
    
    
    
    (43
    )Net loss
    
    $
    (4,252
    )
    
    $
    (2,043
    )
    
    $
    (698
    )
    
    $
    (1,641
    )Basic and diluted net loss per share
    
    $
    (0.08
    )
    
    $
    (0.03
    )
    
    $
    (0.01
    )
    
    $
    (0.02
    )Shares used in computing basic and diluted net loss per share
    
    
    56,115
    
    
    
    65,723
    
    
    
    65,723
    
    
    
    65,7232008Expenses:Research and development
    
    $
    11,338
    
    
    $
    12,732
    
    
    $
    14,099
    
    
    $
    12,856General and administrative
    
    
    1,906
    
    
    
    2,069
    
    
    
    2,791
    
    
    
    2,936Asset impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,810Loss from operations
    
    
    (13,244
    )
    
    
    (14,801
    )
    
    
    (16,890
    )
    
    
    (18,602
    )Interest income (expense), net
    
    
    (393
    )
    
    
    (134
    )
    
    
    (244
    )
    
    
    1,454Net loss
    
    $
    (13,637
    )
    
    $
    (14,935
    )
    
    $
    (17,134
    )
    
    $
    (17,148
    )Basic and diluted net loss per share
    
    $
    (0.34
    )
    
    $
    (0.31
    )
    
    $
    (0.31
    )
    
    $
    (0.31
    )Shares used in computing basic and diluted net loss per share
    
    
    39,631
    
    
    
    48,252
    
    
    
    55,327
    
    
    
    55,423
  F-21




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##### Table of Contents



EXHIBIT INDEX
 Exhibit Number
    
    Description2.1
    
    
    Agreement and Plan of Reorganization, by and among La Jolla
Pharmaceutical Company, Adamis Pharmaceuticals Corporation and Jewel
Merger Sub, Inc., dated as of December 4, 2009 (16)3.1
    
    
    Restated Certificate of Incorporation (1)3.2
    
    
    Amended and Restated Bylaws (2)4.1
    
    
    Form of Common Stock Certificate (3)10.1
    
    
    Form of Indemnification Agreement (4)*10.2
    
    
    La Jolla Pharmaceutical Company 1994 Stock Incentive Plan (Amended and
Restated as of May 16, 2003) (5)*10.3
    
    
    La Jolla Pharmaceutical Company 1995 Employee Stock Purchase Plan
(Amended and Restated as of June 20, 2008) (6)*10.4
    
    
    La Jolla Pharmaceutical Company 2004 Equity Incentive Plan (Amended and
Restated as of June 20, 2008) (6)*10.5
    
    
    Form of Option Grant under the La Jolla Pharmaceutical Company 2004
Equity Incentive Plan (6)*10.6
    
    
    Amended and Restated Employment Agreement, dated February 23, 2006, by
and between the Company and Josefina Elchico (1)*10.7
    
    
    Amended and Restated Employment Agreement, dated February 23, 2006, by
and between the Company and Gail Sloan (1)*10.8
    
    
    Chief Executive Officer Employment Agreement, dated March 15, 2006, by
and between the Company and Deirdre Y. Gillespie, M.D. (7)*10.9
    
    
    Employment Offer Letter, dated July 10, 2006 and executed July 14, 2006,
by and between the Company and Michael Tansey, M.D. (8)*10.10
    
    
    Employment Agreement, dated December 4, 2006, by and between the Company
and Michael Tansey, M.D. (9)*10.11
    
    
    Executive Employment Agreement, dated May 10, 2007, by and between the
Company and Niv Caviar (10)*10.12
    
    
    First Amendment to Chief Executive Officer Employment Agreement, dated
July 31, 2007, by and between the Company and Deirdre Y. Gillespie (11)*10.13
    
    
    Employment Offer Letter, dated March 4, 2008, by and between the Company
and Luke Seikkula (12)*10.14
    
    
    Underwriting Agreement, dated as of May 6, 2008, between the Company and
UBS Securities, LLC and Canaccord Adams, Inc. (13)10.15
    
    
    Form of Warrant Agreement (13)
  F-22




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##### Table of Contents



Exhibit Number
    
    Description10.16
    
    
    Employment Offer Letter, dated March 4, 2008, by and between the Company
and Lisa Koch-Hulle (14)*10.17
    
    
    First Amendment to Executive Employment Agreement, dated December 24,
2008, by and between the Company and Gail Sloan.(14)*10.18
    
    
    First Amendment to Executive Officer Employment Agreement, dated December
24, 2008, by and between the Company and Niv Caviar.(14)*10.19
    
    
    First Amendment to Employment Offer Letter, dated December 26, 2008, by
and between the Company and Vicki Motte.(14)*10.20
    
    
    First Amendment to Employment Offer Letter, dated December 26, 2008, by
and between the Company and Luke Seikkula.(14)*10.21
    
    
    First Amendment to Executive Employment Agreement, dated December 29,
2008, by and between the Company and Josefina Elchico.(14)*10.22
    
    
    First Amendment to Employment Offer Letter, dated December 29, 2008, by
and between the Company and Lisa Koch-Hulle.(14)*10.23
    
    
    First Amendment to Executive Employment Agreement, dated December 30,
2008, by and between the Company and Michael Tansey.(14)*10.24
    
    
    Second Amendment to Chief Executive Officer Employment Agreement, dated
December 31, 2008, by and between the Company and Deirdre Gillespie.(14)*10.25
    
    
    Development and Commercialization Agreement, dated as of January 4, 2009,
by and between the Company and BioMarin CF Limited (15)10.26
    
    
    Securities Purchase Agreement, dated as of January 4, 2009, by and
between the Company and BioMarin Pharmaceutical Inc.(15)10.27
    
    
    Amendment No. 1 to Development and Commercialization Agreement, dated as
of January 4, 2009, by and between the Company and BioMarin CF Limited
(15)10.28
    
    
    Amendment No. 1 to Securities Purchase Agreement, dated as of January 4,
2009, by and between the Company and BioMarin Pharmaceutical Inc.(15)10.29
    
    
    Retention and Separation Agreement and General Release of All Claims,
dated December 4, 2009, by and between the Company and Deirdre Y.
Gillespie, M.D. (16)*10.30
    
    
    Retention and Separation Agreement and General Release of All Claims,
dated December 4, 2009, by and between the Company and Gail A. Sloan
(16)*10.31
    
    
    Form of Voting Agreement (16)21.1
    
    
    Subsidiaries of La Jolla Pharmaceutical Company **23.1
    
    
    Consent of Independent Registered Public Accounting Firm **31.1
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 **31.2
    
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 **32.1
    
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
 
 *
    
    This exhibit is a management contract or compensatory plan or arrangement.  F-23




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##### Table of Contents



**
    
    Filed herewith.
    
    Confidential treatment for certain provisions of this exhibit.(1)
    
    Previously filed with the Companys Current Report on Form 8-K filed March 1, 2006 and
incorporated by reference herein.(2)
    
    Previously filed with the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 and incorporated by reference herein.(3)
    
    Previously filed with the Companys Registration Statement on Form S-3 (Registration No.
333-131246) filed January 24, 2006 and incorporated by reference herein.(4)
    
    Previously filed with the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005 and incorporated by reference herein.(5)
    
    Previously filed with the Companys Quarterly Report on Form 10-Q for the quarter ended June
30, 2003 and incorporated by reference herein.(6)
    
    Previously filed with the Companys Registration Statement on Form S-8 (Registration No.
333-151825) filed June 20, 2008 and incorporated by reference herein.(7)
    
    Previously filed with the Companys Current Report on Form 8-K filed March 20, 2006 and
incorporated by reference herein.(8)
    
    Previously filed with the Companys Current Report on Form 8-K filed July 18, 2006 and
incorporated by reference herein.(9)
    
    Previously filed with the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2006 and incorporated by reference herein.(10)
    
    Previously filed with the Companys Current Report on Form 8-K filed May 10, 2007 and
incorporated by reference herein.(11)
    
    Previously filed with the Companys Registration Statement on Form S-1 (Registration No.
33-76480) filed June 3, 1994 and incorporated by reference herein.(12)
    
    Previously filed with the Companys Current Report on Form 8-K filed March 4, 2008 and
incorporated by reference herein.(13)
    
    Previously filed with the Companys Current Report on Form 8-K filed May 7, 2008 and
incorporated by reference herein.(14)
    
    Previously filed with the Companys Annual Report on Form 10-K for the year ended December
31, 2008 and incorporated by reference herein.(15)
    
    Previously file with the Companys Quarterly Report on Form 10-Q for the quarter ended March
31, 2009 and incorporated by reference herein.(16)
    
    Previously filed with the Companys Current Report on Form 8-K filed on December 7, 2009 and
incorporated by reference herein.  F-23