FORM OF REGISTRATION RIGHTS AGREEMENT



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

January ____, 2002 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,

an aggregate of 7,000,000 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.



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

the Stock Purchase Agreement.



                  "Effectiveness Deadline" shall be one hundred five (105) days

after the Closing Date.



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

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



                  "Filing Date Deadline" shall be fifteen (15) business days

after the Closing Date.



                  "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.

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                  "NASD" shall mean the National Association of Securities

Dealers, Inc.



                  "Qualifying Holder" shall have the meaning ascribed thereto in

Section 12 hereof.



                  "Registrable Shares" shall mean (i) the Purchased Shares and

(ii) any Common Stock of the Company issued as (or issuable upon the conversion

or exercise of any warrant, right or other security that is issued as) a

dividend or other distribution (including a stock split or reverse stock split)

with respect to, or in exchange for, or in replacement of, the shares referenced

in (i) above after the Closing and prior to the date upon which the Registration

Statement is declared effective by the SEC; 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

subsection (k) of Rule 144.



                  "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 without any action being

required of any party hereto, upon the termination of the Stock Purchase

Agreement pursuant to Section 7 thereof. Nothing contained herein or in any

agreement or document relating to this transaction, and no action taken by any

Investor, shall be deemed to constitute the Investors as, or to create any

presumption that the Investors are in any way acting in concert or as, a group

with respect to the obligations or transaction hereunder. Each Investor shall be

entitled to independently protect and enforce its rights hereunder.



         3.       Mandatory Registration.



                  (a) Within fifteen (15) business days after the Closing Date,

the Company shall 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 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

date on which all of the Registrable Shares may be immediately sold without

restriction (including without any limitation as to volume or manner of sale by

each Investor) and without registration under the Securities Act (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).



                  (b) Unless otherwise agreed to by the Company, the offer and

sale of the Registrable Shares pursuant to the Registration Statement shall not

be underwritten.

{PAGE}

                  (c) The Company represents and warrants that, as of the date

of this Agreement, it meets the requirements for the use of Form S-3 for

registration of the resale by the Investors of the Registrable Shares, and it

will use its commercially reasonable efforts to continue to meet such

requirements during the period in which it takes to have the Registration

Statement declared effective.



                  (d) The Company shall cause all of the Registrable Shares to

be listed on The Nasdaq National Market.



                  (e) This Section 3(e) shall apply to the Company's obligation

under Section 3(a) hereof to file the Registration Statement with the SEC and to

cause such Registration Statement to become effective. The Company and Initial

Investors agree that the Investors will suffer damages if the Registration

Statement is not filed on or prior to the Filing Date Deadline and not declared

effective by the SEC on or prior to the Effectiveness Deadline. The Company and

the Initial Investors further agree that it would not be feasible to ascertain

the extent of such damages with precision. Accordingly, if (i) the Registration

Statement is not filed on or prior to the Filing Date Deadline; (ii) the

Registration Statement is not declared effective prior to the Effectiveness

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