AMENDMENT TO RIGHTS AGREEMENT



         This Amendment (this "AMENDMENT") to Rights Agreement (the "RIGHTS

AGREEMENT") is effective as of July 21, 2000 by and between La Jolla

Pharmaceutical Company, a Delaware corporation (the "CORPORATION") and American

Stock Transfer & Trust Company, a New York corporation (the "RIGHTS AGENT").

Capitalized terms used herein but not defined herein shall have their defined

meanings set forth in the Rights Agreement.



                                   BACKGROUND



         A. The Corporation and the Rights Agent entered into the Rights

Agreement effective as of December 3, 1998.



         B. The Rights Agreement provides that the Continuing Directors have

certain powers to the exclusion of other directors.



         C. In response to a ruling by the Delaware Supreme Court, the parties

wish to amend the terms of the Rights Agreement to eliminate the concept and

powers of the Continuing Directors.



         D. The parties also wish to amend the definition of "Acquiring Person"

to permit State of Wisconsin Investment Board to invest up to a level of just

under 20% beneficial ownership without triggering the Rights Agreement.



                                    AGREEMENT



         NOW, THEREFORE, the parties hereby agree as follows:



         1. Section 1(a) is hereby deleted in its entirety and the following is

inserted in lieu thereof:



         "(a) "ACQUIRING PERSON" shall mean any Person who or which, together

with all Affiliates and Associates of such Person, without the prior approval of

the Board of Directors of the Corporation, shall become, after the date hereof,

the Beneficial Owner of 15% or more (or, in the case of State of Wisconsin

Investment Board, 20% or more) of the shares of Common Stock then outstanding,

but shall not include an Exempt Person, or a Person who or which, together with

its Affiliates and Associates, shall become the Beneficial Owner of 15% or more

(or, in the case of State of Wisconsin Investment Board, 20% or more) of the

shares of Common Stock then outstanding solely as a result of a reduction in the

number of shares of Common Stock outstanding due to a repurchase of Common Stock

by the Corporation, unless such Person shall thereafter purchase or otherwise

become the Beneficial Owner of additional shares of Common Stock representing 1%

of the shares of Common Stock then outstanding. Notwithstanding the foregoing,

if the Board of Directors of the Corporation determines in good faith that a

Person who would otherwise be an "Acquiring Person," as defined pursuant to the

foregoing provisions of this paragraph (a), has become such inadvertently, and

such Person divests as promptly as practicable a sufficient number of shares of

Common Stock so that such Person would no longer



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be an "Acquiring Person," as defined pursuant to the foregoing provisions of

this paragraph (a), then such Person shall not be deemed to be an "Acquiring

Person" for any purposes of this Agreement. Furthermore, notwithstanding the

foregoing, no stockholder of the Corporation beneficially owning as of the

Rights Dividend Declaration Date (together with such stockholder's Affiliates

and Associates) 15% or more of the shares of Common Stock outstanding as of the

date of this Agreement (an "ORIGINAL 15% STOCKHOLDER") shall be an Acquiring

Person unless and until such Original 15% Stockholder or any of such

stockholder's Associates or Affiliates shall, after the Rights Declaration Date,

acquire any additional shares of Common Stock without the prior approval of the

Board of Directors of the Corporation (set forth in a resolution of the Board),

at which point such stockholder shall be an Acquiring Person if, immediately

following and giving effect to such acquisition, such Original 15% Stockholder,

together with all such stockholder's Affiliates and Associates, shall be the

Beneficial Owner of 15% or more of the shares of Common Stock then outstanding."



         2. Section 1(j) is hereby deleted in its entirety and the following is

inserted in lieu thereof:



         "[This Section intentionally left blank.]"



         3. Section 1(g)(g) is hereby deleted in its entirety and the following

is inserted in lieu thereof:



         "[This Section intentionally left blank.]"



         4. Section 3(a) is hereby deleted in its entirety and the following is

inserted in lieu thereof:



         "(a) Until the earlier of (i) the Close of Business on the tenth (10th)

day after the Stock Acquisition Date (or, if the tenth (10th) day after the

Stock Acquisition Date occurs before the Record Date, the Close of Business on

the Record Date), or (ii) the Close of Business on the tenth (10th) day after

the date that a tender or exchange offer by any Person (other than an Exempt

Person) is first published or sent or given within the meaning of Rule 14d-2(a)

of the General Rules and Regulations under the Exchange Act, if, upon

consummation thereof, such Person, together with its Affiliates and Associates,

would be the Beneficial Owner of 15% or more of the shares of Common Stock then

outstanding, or, in the case of State of Wisconsin Investment Board, if State of

Wisconsin Investment Board, together with its Affiliates and Associates, would

be the Beneficial Owner of 20% or more of the shares of Common Stock then

outstanding (irrespective of whether any shares are actually purchased pursuant

to any such offer) (each of the time periods in (i) and (ii) being subject to

extension as provided in Section 27 and the earliest of (i) and (ii) being

herein referred to as the "DISTRIBUTION DATE"), (x) the Rights will be evidenced

(subject to the provisions of paragraph (b) of this Section 3) by the

certificates for the Common Stock registered in the names of the holders of the

Common Stock (which certificates for Common Stock shall be deemed also to be

certificates for Rights) and not by separate certificates, and (y) each Right

will be transferable only in connection with the transfer of the underlying

share of Common Stock (including a transfer to the Corporation). As soon as

practicable after the Distribution Date, the Rights Agent will send to each

record holder of the Common Stock as of the Close of Business on the

Distribution Date, at the address of such





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holder shown on the records of the Corporation, one or more rights certificates

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