FORM OF

                            STOCK PURCHASE AGREEMENT



         This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is dated as of this

5th day of February, 2001 by and between La Jolla Pharmaceutical Company, a

Delaware corporation with its principal office at 6455 Nancy Ridge Drive, San

Diego, California (the "COMPANY"), and the several purchasers named in Exhibit A

attached hereto (each, a "PURCHASER" and collectively, the "PURCHASERS").



         WHEREAS, the Company desires to issue and sell to the Purchasers an

aggregate of up to 5,700,000 shares (the "SHARES") of the authorized but

unissued shares of common stock, $0.01 par value per share, of the Company (the

"COMMON STOCK"); and



         WHEREAS, the Purchasers, severally, wish to purchase the Shares on the

terms and subject to the conditions set forth in this Agreement.



         NOW THEREFORE, in consideration of the mutual agreements,

representations, warranties and covenants herein contained, the parties hereto

agree as follows:



         1.       Definitions. As used in this Agreement, the following terms

shall have the following respective meanings:



                  (a)      "Affiliate" of a party means any corporation or other

business entity controlled by, controlling or under common control with such

party. For this purpose "CONTROL" shall mean direct or indirect beneficial

ownership of fifty percent (50%) or more of the voting or income interest in

such corporation or other business entity.



                  (b)      "Closing Date" means the date of the Closing.



                  (c)      "Exchange Act" means the Securities Exchange Act of

1934, as amended, and all of the rules and regulations promulgated thereunder.



                  (d)      "Registration Rights Agreement" shall mean that

certain Registration Rights Agreement, dated as of the date hereof, among the

Company and the Purchasers.



                  (e)      "Majority Purchasers" shall mean Purchasers which, at

any given time, hold greater than fifty percent (50%) of the voting power of the

outstanding Shares.



                  (f)      "SEC" shall mean the Securities and Exchange

Commission.



                  (g)      "Securities Act" shall mean the Securities Act of

1933, as amended, and all of the rules and regulations promulgated thereunder.



         2.       Purchase and Sale of Shares.



                  2.1      Purchase and Sale. Subject to and upon the terms and

conditions set forth in this Agreement, the Company agrees to issue and sell to

each Purchaser, and each Purchaser, severally, hereby agrees to purchase from

the Company, at the Closing, the number of shares of Common Stock set forth

opposite the name of such Purchaser under the heading "Number of Shares to be

Purchased" on Exhibit A hereto, at a purchase price of $6.20 per share. The

total purchase price payable by each Purchaser for the number of shares of

Common Stock that such Purchaser is hereby agreeing to purchase is set forth

opposite the name of such Purchaser under the heading "Purchase Price" on

Exhibit A hereto. The aggregate purchase price payable by the Purchasers to the

Company for all of the Shares shall be $35,340,000.



                  2.2      Closing. The closing of the transactions contemplated

under this Agreement (the "CLOSING") shall take place at the offices of Gibson,

Dunn & Crutcher LLP in Irvine, California on February 7, 2001, or at such other

location, date and time as may be agreed upon between the Purchasers and the

Company. At the Closing, the Company shall deliver to each Purchaser a single

stock certificate, registered in the name of such Purchaser, representing the

number of shares of Common Stock



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purchased by such Purchaser, against payment of the purchase price therefor by

wire transfer of immediately available funds to such account or accounts as the

Company shall designate in writing.



         3.       Representations and Warranties of the Company. The Company

hereby represents and warrants to each of the Purchasers as follows:



                  3.1      Incorporation. The Company is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Delaware and is qualified to do business in each jurisdiction in which the

character of its properties or the nature of its business requires such

qualification, except where the failure to so qualify would not have a material

adverse effect upon the Company. The Company has all requisite corporate power

and authority to carry on its business as now conducted.



                  3.2      Capitalization. The authorized capital stock of the

Company consists of (i) 100,000,000 shares of Common Stock, of which 29,395,087

shares are outstanding as of January 30, 2001, and (ii) 8,000,000 shares of

preferred stock, of which no shares are outstanding on the date hereof. Except

as set forth in Schedule 3.2 hereto, there are no existing options, warrants,

calls, preemptive (or similar) rights, subscriptions or other rights,

agreements, arrangements or commitments of any character obligating the Company

to issue, transfer or sell, or cause to be issued, transferred or sold, any

shares of the capital stock of the Company or other equity interests in the

Company or any securities convertible into or exchangeable for such shares of

capital stock or other equity interests, and there are no outstanding

contractual obligations of the Company to repurchase, redeem or otherwise

acquire any shares of its capital stock or other equity interests.



                  3.3      Authorization. All corporate action on the part of

the Company, its officers, directors and stockholders necessary for the

authorization, execution, delivery and performance of this Agreement and the

Registration Rights Agreement and the consummation of the transactions

contemplated herein and therein has been taken. When executed and delivered by

the Company, each of this Agreement and the Registration Rights Agreement shall

constitute the legal, valid and binding obligation of the Company, enforceable

against the Company in accordance with its terms, except as such may be limited

by bankruptcy, insolvency, reorganization or other laws affecting creditors'

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