FORM OF

                          REGISTRATION RIGHTS AGREEMENT



         This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of

February 5, 2001 by and among (i) La Jolla Pharmaceutical Company, a Delaware

corporation (the "COMPANY"), (ii) each person listed on Exhibit A attached

hereto (collectively, the "INITIAL INVESTORS" and each individually, an "INITIAL

INVESTOR"), and (iii) each person or entity that subsequently becomes a party to

this Agreement pursuant to, and in accordance with, the provisions of Section 12

hereof (each an "INVESTOR PERMITTED TRANSFEREE" and collectively, the "INVESTOR

PERMITTED TRANSFEREES").



         WHEREAS, the Company has agreed to issue and sell to the Initial

Investors, and the Initial Investors have agreed to purchase from the Company,

5,700,000 shares (the "PURCHASED SHARES") of the Company's common stock, $0.01

par value per share (the "COMMON STOCK"), all upon the terms and conditions set

forth in that certain Stock Purchase Agreement, dated of even date herewith,

between the Company and the Initial Investors (the "STOCK PURCHASE AGREEMENT");

and



         WHEREAS, the terms of the Stock Purchase Agreement provide that it

shall be a condition precedent to the closing of the transactions thereunder,

for the Company and the Initial Investors to execute and deliver this Agreement.



         NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein, the parties hereto hereby agree as follows:



         1.       Definitions. The following terms shall have the meanings

provided therefor below or elsewhere in this Agreement as described below:



         "Board" shall mean the board of directors of the Company.



         "Closing" shall have the meaning ascribed to such term in the Stock

Purchase Agreement.



         "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, and all of the rules and regulations promulgated thereunder.



         "Investors" shall mean, collectively, the Initial Investors and the

Investor Permitted Transferees; provided, however, that the term "Investors"

shall not include any of the Initial Investors or any of the Investor Permitted

Transferees that ceases to own or hold any Purchased Shares.



         "Majority Holders" shall mean, at the relevant time of reference

thereto, those Investors holding and/or having the right to acquire, as the case

may be, more than fifty percent (50%) of the Registrable Shares held by all of

the Investors.



         "Qualifying Holder" shall have the meaning ascribed thereto in Section

12 hereof.



         "Registrable Shares" shall mean the Purchased Shares, provided,

however, such term shall not, after the Mandatory Registration Termination Date,

include any of the Purchased Shares that become or have become eligible for

resale pursuant to Rule 144 or pursuant to Regulation S.



         "Rule 144" shall mean Rule 144 promulgated under the Securities Act and

any successor or substitute rule, law or provision.



         "SEC" shall mean the Securities and Exchange Commission.



         "Securities Act" shall mean the Securities Act of 1933, as amended, and

all of the rules and regulations promulgated thereunder.



         2.       Effectiveness; Termination. This Agreement shall become

 effective and legally binding only if the Closing occurs. This Agreement shall

terminate and be of no further force or effect, automatically and



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without any action being required of any party hereto, upon the termination of

the Stock Purchase Agreement pursuant to Section 8 thereof.



         3.       Mandatory Registration.



                  (a)      Within ten (10) business days after the Closing, the

Company will prepare and file with the SEC a registration statement on Form S-3

for the purpose of registering under the Securities Act all of the Registrable

Shares for resale by, and for the account of, the Investors as selling

stockholders thereunder (the "REGISTRATION STATEMENT"). The Registration

Statement shall permit the Investors to offer and sell, on a delayed or

continuous basis pursuant to Rule 415 under the Securities Act, any or all of

the Registrable Shares. The Company agrees to use reasonable efforts to cause

the Registration Statement to become effective as soon as practicable. The



Company shall be required to keep the Registration Statement effective until

such date that is the earlier of (i) the date when all of the Registrable Shares

registered thereunder shall have been sold or (ii) the second anniversary of the

Closing, subject to extension as set forth below (such date is referred to

herein as the "MANDATORY REGISTRATION TERMINATION DATE"). Thereafter, the

Company shall be entitled to withdraw the Registration Statement and the

Investors shall have no further right to offer or sell any of the Registrable

Shares pursuant to the Registration Statement (or any prospectus relating

thereto). In the event the right of the selling Investors to use the

Registration Statement (and the prospectus relating thereto) is delayed or

suspended pursuant to Sections 5(c) or 11 hereof, the Company shall be required

to extend the Mandatory Registration Termination Date beyond the second

anniversary of the Closing by the same number of days as such delay or

Suspension Period (as defined in Section 11 hereof).



                  (b)      The offer and sale of the Registrable Shares pursuant

to the Registration Statement shall not be underwritten.



         4.       "Piggyback" Registration Rights.



                  (a)      If, at any time after the Mandatory Registration

Termination Date, the Company proposes to register any of its Common Stock under

the Securities Act, whether as a result of a primary or secondary offering of

Common Stock or pursuant to registration rights granted to holders of other

securities of the Company (but excluding in all cases any registrations to be

effected on Forms S-4 or S-8 or other applicable successor Forms), the Company

shall, each such time, give to the Investors holding Registrable Shares written

notice of its intent to do so. Upon the written request of any such Investor

given within 20 days after the giving of any such notice by the Company, the

Company shall use reasonable efforts to cause to be included in such

registration the Registrable Shares of such selling Investor, to the extent

requested to be registered; provided that (i) the number of Registrable Shares

proposed to be sold by such selling Investor is equal to at least seventy-five

percent (75%) of the total number of Registrable Shares then held by such

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