UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. ___)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LA JOLLA PHARMACEUTICAL COMPANY
-------------------------------
(Name of Issuer)
-------------------------------
Common Stock
-------------------------------
(Title of Class of Securities)
503459109
-------------------------------
(CUSIP Number)
February 17, 2000
-------------------------------------------------------------
(Date of Event That Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 2 of 17 Pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta Partners
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
California
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power 1,470,000
Beneficially Owned
By Each Reporting (6) Shared Voting Power -0-
Person With
(7) Sole Dispositive Power 1,470,000
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
1,470,000 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
6.0% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
CO
- ------------------------------------------------------------------------------------------------------------------
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No.503459109 Page 3 of 17 Pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta BioPharma Partners, L.P..
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power 913,731
Beneficially Owned
By Each Reporting (6) Shared Voting Power -0-
Person With
(7) Sole Dispositive Power 913,731
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
913,731 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
3.8% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
PN
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 4 of 17 Pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta BioPharma Management Partners, LLC.
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power 913,731
Beneficially Owned
By Each Reporting (6) Shared Voting Power -0-
Person With
(7) Sole Dispositive Power 913,731
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
913,731 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
3.8% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
CO
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 5 of 17 Pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
La Jolla Chase Partners (Alta Bio), LLC
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power 521,828
Beneficially Owned
By Each Reporting (6) Shared Voting Power -0-
Person With
(7) Sole Dispositive Power 521,828
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
521,828 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
2.1% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
CO
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 6 of 17 pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta Embarcadero BioPharma Partners, LLC
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
California
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Powe 34,441
Beneficially Owned
By Each Reporting (6) Shared Voting Power -0-
Person With
(7) Sole Dispositive Power 34,441
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
34,441 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
0.1% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
CO
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 7 of 17 pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alta/Chase BioPharma Management, LLC
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power 521,828
Beneficially Owned
By Each Reporting (6) Shared Voting Power -0-
Person With
(7) Sole Dispositive Power 521,828
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
521,828 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
2.1% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
CO
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 8 of 17 Pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Jean Deleage
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
(4) Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power -0-
Beneficially Owned
By Each Reporting (6) Shared Voting Power 1,470,000
Person With
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 1,470,000
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
1,470,000 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
6.0% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
IN
- ------------------------------------------------------------------------------------------------------------------
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 9 of 17 Pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Garrett Gruener
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power -0-
Beneficially Owned
By Each Reporting (6) Shared Voting Power 1,470,000
Person With
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 1,470,000
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
1,470,000 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
6.0% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
IN
- ------------------------------------------------------------------------------------------------------------------
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 10 of 17 Pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Daniel Janney
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power -0-
Beneficially Owned
By Each Reporting (6) Shared Voting Power 1,470,000
Person With
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 1,470,000
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
1,470,000 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
6.0% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
IN
- ------------------------------------------------------------------------------------------------------------------
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 11 of 17 Pages
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Alix Marduel
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power -0-
Beneficially Owned
By Each Reporting (6) Shared Voting Power 1,470,000
Person With
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 1,470,000
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
1,470,000 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
6.0% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
IN
- ------------------------------------------------------------------------------------------------------------------
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 12 of 17 Pages
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<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Guy Nohra
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power -0-
Beneficially Owned
By Each Reporting (6) Shared Voting Power 1,470,000
Person With
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 1,470,000
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
1,470,000 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
6.0% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
IN
- ------------------------------------------------------------------------------------------------------------------
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 503459109 Page 13 of 17 Pages
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<S> <C>
(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons
Marino Polestra
- ------------------------------------------------------------------------------------------------------------------
(2) Check The Appropriate Box If A Member Of A Group (a)
(b) X
- ------------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------------------------------------------
Please see Attachment A
Number Of Shares (5) Sole Voting Power -0-
Beneficially Owned
By Each Reporting (6) Shared Voting Power 1,470,000
Person With
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 1,470,000
(9) Aggregate Amount Beneficially Owned By Each Reporting Person
1,470,000 Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(10) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*
- ------------------------------------------------------------------------------------------------------------------
(11) Percent Of Class Represented By Amount In Row (11)
6.0% Please see Attachment A
- ------------------------------------------------------------------------------------------------------------------
(12) Type Of Reporting Person
IN
- ------------------------------------------------------------------------------------------------------------------
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
</FN>
</TABLE>
<PAGE>
Item 1.
(a) Name of Issuer: La Jolla Pharmaceutical Company ("Issuer")
(b) Address of Issuer's Principal Executive Offices:
6455 Nancy Ridge Drive
San Diego, CA 92121
Item 2.
(a) Name of Person Filing:
Alta Partners ("AP")
Alta BioPharma Partners, L.P. ("ABP")
Alta BioPharma Management Partners, LLC. ("ABMP")
Alta Embarcadero BioPharma Partners, LLC ("AEBP")
La Jolla Chase Partners (Alta Bio), LLC ("LCP")
Alta/Chase BioPharma Management, LLC ("ACMP")
Jean Deleage ("JD")
Garrett Gruener ("GG")
Dan Janney ("DJ")
Alix Marduel ("AM")
Guy Nohra ("GN")
Marino Polestra ("MP")
(b) Address of Principal Business Office:
One Embarcadero Center, Suite 4050
San Francisco, CA 94111
(c) Citizenship/Place of Organization:
Entities: AP - California
ABP - Delaware
ABMP Delaware
AEBP California
LCP Delaware
ACMP Delaware
Individuals: JD United States
GG United States
DJ United States
AM United States
GN United States
MP United States
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 503459109
(f) Item 3. Not applicable.
<PAGE>
<TABLE>
Item 4. Ownership.
Please see Attachment A
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
<CAPTION>
AP ABP ABMP AEBP LCP ACMP
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
(a) Beneficial Ownership 1,470,000 913,731 913,731 34,441 521,828 521,828
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
(b) Percentage of Class 6.0% 3.8% 3.8% 0.1% 2.1% 2.1%
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
(c) Sole Voting Power 1,470,000 913,731 913,731 34,441 521,828 521,828
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
Shared Voting Power -0- -0- -0- -0- -0- -0-
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
Sole Dispositive Power 1,470,000 913,731 913,731 34,441 521,828 521,828
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
Shared Dispositive Power -0- -0- -0- -0- -0- -0-
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
JD GG DJ AM GN MP
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
(a) Beneficial Ownership 1,470,000 1,470,000 1,470,000 1,470,000 1,470,000 1,470,000
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
(b) Percentage of Class 6.0% 6.0% 6.0% 6.0% 6.0% 6.0%
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
(c) Sole Voting Power -0- -0- -0- -0- -0- -0-
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
Shared Voting Power 1,470,000 1,470,000 1,470,000 1,470,000 1,470,000 1,470,000
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
Sole Dispositive Power -0- -0- -0- -0- -0- -0-
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
Shared Dispositive Power 1,470,000 1,470,000 1,470,000 1,470,000 1,470,000 1,470,000
- ------- ---------------------------- ----------- ----------- ------------ ----------- ------------- --------------
</TABLE>
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
No reporting person is a member of a group as defined in Section
240.13d-1(b)(1)(ii)(H) of the Act.
<PAGE>
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below we certify that, to the best of our knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
EXHIBITS
A: Joint Filing Statement
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 23, 2000
<TABLE>
<CAPTION>
<S> <C>
ALTA PARTNERS ALTA BIOPHARMA PARTNERS, L.P.
By: Alta BioPharma Management Partners, LLC
By: By:
--------------------------------------------- -----------------------------------------
Jean Deleage, President Daniel Janney, Managing Director
ALTA BIOPHARMA MANAGEMENT PARTNERS, LLC ALTA EMBARCADERO BIOPHARMA PARTNERS, LLC
By: By:
--------------------------------------------- -----------------------------------------
Jean Deleage, Member Daniel Janney, Member
LA JOLLA CHASE PARTNERS (ALTA BIO), LLC ALTA/CHASE BIOPHARMA MANAGEMENT, LLC
By: Alta/Chase BioPharma Management, LLC
By: By:
--------------------------------------------- -----------------------------------------
Daniel Janney, Member Daniel Janney, Member
--------------------------------------------- -----------------------------------------
Jean Deleage Guy Nohra
--------------------------------------------- -----------------------------------------
Garrett Gruener Marino Polestra
--------------------------------------------- -----------------------------------------
Daniel Janney Alix Marduel
</TABLE>
<PAGE>
EXHIBIT A
AGREEMENT OF JOINT FILING
We, the undersigned, hereby express our agreement that the attached
Schedule 13G is filed on behalf of us.
Date: February 23, 2000
<TABLE>
<CAPTION>
<S> <C>
ALTA PARTNERS ALTA BIOPHARMA PARTNERS, L.P.
By: Alta BioPharma Management Partners, LLC
By: By:
--------------------------------------------- -----------------------------------------
Jean Deleage, President Daniel Janney, Managing Director
ALTA BIOPHARMA MANAGEMENT PARTNERS, LLC ALTA EMBARCADERO BIOPHARMA PARTNERS, LLC
By: By:
--------------------------------------------- -----------------------------------------
Jean Deleage, Member Daniel Janney, Member
LA JOLLA CHASE PARTNERS (ALTA BIO), LLC ALTA/CHASE BIOPHARMA MANAGEMENT, LLC
By: Alta/Chase BioPharma Management, LLC
By: By:
--------------------------------------------- -----------------------------------------
Daniel Janney, Member Daniel Janney, Member
--------------------------------------------- -----------------------------------------
Jean Deleage Guy Nohra
--------------------------------------------- -----------------------------------------
Garrett Gruener Marino Polestra
--------------------------------------------- -----------------------------------------
Daniel Janney Alix Marduel
</TABLE>
<PAGE>
Attachment A
Alta Partners provides investment advisory services to three venture capital
funds, Alta BioPharma Partners L.P., La Jolla Chase Partners (AltaBio) LLC and
Alta Embarcadero BioPharma Partners, LLC. Alta BioPharma Partners L.P.
beneficially owns 913,731 shares of Common Stock. La Jolla Chase Partners
(AltaBio) LLC beneficially owns 521,828 shares of Common Stock. Alta Embarcadero
BioPharma Partners, LLC beneficially owns 34,441 shares of Common Stock. The
respective general partners and managing members of Alta BioPharma Partners,
L.P., La Jolla Chase Partners (AltaBio) LLC and Alta Embarcadero BioPharma
Partners, LLC exercise sole voting and investment power with respect to the
shares owned by such funds.
The principals of Alta Partners are members of Alta BioPharma Management, LLC
(which is the general partner of Alta BioPharma Partners, L.P.), and Alta/Chase
BioPharma Management LLC (which is the managing member of La Jolla Chase
Partners (AltaBio), LLC) and Alta Embarcadero BioPharma Partners, LLC. As
general partners and managing members of such entities, they may be deemed to
share voting and investment powers for the shares held by the funds. The
principals of Alta Partners disclaim beneficial ownership of all such shares
held by the foregoing funds, except to the extent of their proportionate
pecuniary interests therein.
Alta Partners is a venture capital company with an office in San Francisco. Alta
Partners is California Corporation. Alta BioPharma Partners, L.P. is a Delaware
Limited Partnership, La Jolla Chase Partners (AltaBio), LLC is a Delaware
Limited Liability Company, and Alta Embarcadero BioPharma Partners, LLC is a
California Limited Liability Company.
<PAGE>
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is dated as of the 10th day of February,
2000 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 the attached Exhibit A
(individually, a "Purchaser" and collectively, the "Purchasers").
WHEREAS, the Company desires to issue and sell to the Purchasers an
aggregate of up to 4,400,000 shares (the "Shares") of the authorized but
unissued shares of common stock, $.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 $3.375 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 $13,640,000.
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 the second business day after the
Company shall have given written notice to (the "Closing Notice") the Purchasers
that all of
<PAGE>
the conditions precedent set forth in Section 6.1 have been satisfied in full 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 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 20,267,950
shares are outstanding as of February 3, 2000 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'
rights generally and by general equitable principles. The Company has all
requisite corporate power to enter into this Agreement and the Registration
Rights Agreement and to carry out and perform its obligations under the terms of
this Agreement, and the Registration Rights Agreement.
3.4 Valid Issuance of the Shares. The Shares being purchased
by the Purchasers hereunder will, upon issuance pursuant to the terms hereof, be
duly authorized and validly issued, fully paid and nonassessable.
3.5 Financial Statements. The Company has furnished to each
Purchaser its audited Statements of Income, Stockholders' Equity and Cash Flows
for the fiscal year ended December 31, 1998, its audited Balance Sheet as of
December 31, 1998, its unaudited Statements of Income, Stockholders' Equity and
Cash Flows for the period from December 31, 1998 through September 30, 1999, and
its unaudited Balance Sheet as of September 30, 1999. All such financial
statements are hereinafter referred to collectively as the "Financial
Statements". The Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis during
the periods involved, and fairly present, in all material respects, the
financial position of the Company and the results of its operations as of the
date and for the periods indicated thereon, except that the unaudited financial
statements may not be in accordance with generally accepted accounting
principles because of the absence of footnotes normally contained therein and
are subject to normal year-end audit adjustments which, individually, and in the
aggregate, will not be material. Since September 30, 1999, to the Company's
knowledge, there has been no material adverse change (actual or threatened) in
the assets, liabilities (contingent or other), affairs, operations, prospects or
condition (financial or other) of the Company.
3.6 SEC Documents. The Company has furnished to each
Purchaser, a true and complete copy of the Company's Annual Report on Form 10-K
for the year ended December 31, 1998, the Company's Quarterly Report on Form
10-Q for the nine months ended September 30, 1999, and any other statement,
report, registration statement (other than registration statements on Form S-8)
or definitive proxy statement filed by the
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<PAGE>
Company with the SEC during the period commencing September 30, 1999 and ending
on the date hereof. The Company will, promptly upon the filing thereof, also
furnish to each Purchaser all statements, reports (including, without
limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K),
registration statements and definitive proxy statements filed by the Company
with the SEC during the period commencing on the date hereof and ending on the
Closing Date (all such materials required to be furnished to each Purchaser
pursuant to this sentence or pursuant to the next preceding sentence of this
Section 3.6 being called, collectively, the "SEC Documents"). As of their
respective filing dates, the SEC Documents complied or will comply in all
material respects with the requirements of the Exchange Act or the Securities
Act, as applicable, and none of the SEC Documents contained or will contain any
untrue statement of a material fact or omitted or will omit to state a material
fact required to be stated therein or necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not
misleading, as of their respective filing dates, except to the extent corrected
by a subsequently filed SEC Document.
3.7 Consents. All consents, approvals, orders and
authorizations required on the part of the Company in connection with the
execution, delivery or performance of this Agreement and the Registration Rights
Agreement and the consummation of the transactions contemplated herein and
therein have been obtained and will be effective as of the Closing Date.
3.8 No Conflict. The execution and delivery of this Agreement
and the Registration Rights Agreement by the Company and the consummation of the
transactions contemplated hereby and thereby will not conflict with or result in
any violation of or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or to a loss of a material benefit under (i) any provision of the
Certificate of Incorporation or By-laws of the Company or (ii) any agreement or
instrument, permit, franchise, license, judgment, order, statute, law,
ordinance, rule or regulations, applicable to the Company or its respective
properties or assets.
3.9 Brokers or Finders. Except for Pacific Growth Equities,
Inc., the Company has not dealt with any broker or finder in connection with the
transactions contemplated by this Agreement, and, except for certain fees and
expenses payable by the Company to Pacific Growth Equities, Inc., the Company
has not incurred, and shall not incur, directly or indirectly, any liability for
any brokerage or finders' fees or agents commissions or any similar charges in
connection with this Agreement or any transaction contemplated hereby.
3.10 Nasdaq National Market. The Common Stock is listed on the
Nasdaq National Market System, and there are no proceedings to revoke or suspend
such listing.
3.11 Absence of Litigation. There is no action, suit or
proceeding or, to the Company's knowledge, any investigation, pending, or to the
Company's knowledge, threatened by or before any governmental body against the
Company and in which an unfavorable outcome, ruling or finding in any said
matter, or for all matters taken as a whole, might have a material adverse
effect on the Company. The foregoing includes, without limitation, any such
action, suit, proceeding or investigation that questions this Agreement or the
Registration Rights Agreement or the right of the Company to execute, deliver
and perform under same.
3.12 No Bad Acts. The Company represents and warrants that, to
the best of its knowledge, none of its directors or officers is or has been the
subject of, or a defendant in: (i) an enforcement action or prosecution (or
settlement in lieu thereof) brought by a governmental authority relating to a
violation of securities, fiduciary or criminal laws, or (ii) a civil action (or
settlement in lieu thereof) brought by shareholders or investors for violation
of duties owed to the shareholders or investors.
3.13 Freedom to Operate. To the best of the Company's
knowledge, the conduct by the Company of its businesses, and the manufacture and
sale by the Company of its products, does not conflict with, infringe upon or
violate any patent, copyright, trademark, registration or other intellectual
property right of any other person or entity.
4. Representations and Warranties of the Purchasers. Each
Purchaser severally for itself, and not jointly with the other Purchasers,
represents and warrants to the Company as follows:
3
<PAGE>
4.1 Authorization. All action on the part of such Purchaser
and, if applicable, its officers, directors and shareholders 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,
each of this Agreement and the Registration Rights Agreement will constitute the
legal, valid and binding obligation of such Purchaser, enforceable against such
Purchaser in accordance with its terms, except as such may be limited by
bankruptcy, insolvency, reorganization or other laws affecting creditors' rights
generally and by general equitable principles. Such Purchaser has all requisite
corporate power to enter into each of this Agreement and the Registration Rights
Agreement and to carry out and perform its obligations under the terms of this
Agreement and the Registration Rights Agreement.
4.2 Purchase Entirely for Own Account. Such Purchaser is
acquiring the Shares being purchased by it hereunder for investment, for its own
account, and not for resale or with a view to distribution thereof in violation
of the Securities Act.
4.3 Investor Status; Etc. Such Purchaser certifies and
represents to the Company that at the time such Purchaser acquires any of the
Shares, such Purchaser will be an "Accredited Investor" as defined in Rule 501
of Regulation D promulgated under the Securities Act and was not organized for
the purpose of acquiring the Shares. Such Purchaser's financial condition is
such that it is able to bear the risk of holding the Shares for an indefinite
period of time and the risk of loss of its entire investment. Such Purchaser has
been afforded the opportunity to ask questions of and receive answers from the
management of the Company concerning this investment and has sufficient
knowledge and experience in investing in companies similar to the Company in
terms of the Company's stage of development so as to be able to evaluate the
risks and merits of its investment in the Company.
4.4 Shares Not Registered. Such Purchaser understands that the
Shares have not been registered under the Securities Act, by reason of their
issuance by the Company in a transaction exempt from the registration
requirements of the Securities Act, and that the Shares must continue to be held
by such Purchaser unless a subsequent disposition thereof is registered under
the Securities Act or is exempt from such registration. The Purchaser
understands that the exemptions from registration afforded by Rule 144 (the
provisions of which are known to it) promulgated under the Securities Act depend
on the satisfaction of various conditions, and that, if applicable, Rule 144 may
afford the basis for sales only in limited amounts.
4.5 No Conflict. The execution and delivery of this Agreement
and the Registration Rights Agreement by such Purchaser and the consummation of
the transactions contemplated hereby and thereby will not conflict with or
result in any violation of or default by such Purchaser (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to a loss of a material
benefit under (i) any provision of the organizational documents of such
Purchaser or (ii) any agreement or instrument, permit, franchise, license,
judgment, order, statute, law, ordinance, rule or regulations, applicable to
such Purchaser or its respective properties or assets.
4.6 Brokers. Such Purchaser has not retained, utilized or been
represented by any broker or finder in connection with the transactions
contemplated by this Agreement.
4.7 Consents. All consents, approvals, orders and
authorizations required on the part of such Purchaser in connection with the
execution, delivery or performance of this Agreement and the consummation of the
transactions contemplated herein have been obtained and are effective as of the
Closing Date.
5. Conditions Precedent.
5.1. Conditions to the Obligation of the Purchasers to
Consummate the Closing. The obligation of each Purchaser to consummate the
Closing and to purchase and pay for the Shares being purchased by it pursuant to
this Agreement is subject to the satisfaction of the following conditions
precedent:
(a) The representations and warranties contained herein of the
Company shall be true and correct on and as of the Closing Date with the same
force and effect as though made on and as of the Closing Date (it being
understood and agreed by each Purchaser that, in the case of any representation
and warranty of the
4
<PAGE>
Company contained herein which is not hereinabove qualified by application
thereto of a materiality standard, such representation and warranty need be true
and correct only in all material respects in order to satisfy as to such
representation or warranty the condition precedent set forth in the foregoing
provisions of this Section 5.1(a)).
(b) The Registration Rights Agreement shall have been executed
and delivered by the Company.
(c) The Company shall not have been adversely affected in any
material way prior to the Closing Date; and the Company shall have performed all
obligations and conditions herein required to be performed or observed by the
Company on or prior to the Closing Date.
(d) No proceeding challenging this Agreement or the
transactions contemplated hereby, or seeking to prohibit, alter, prevent or
materially delay the Closing, shall have been instituted before any court,
arbitrator or governmental body, agency or official and shall be pending.
(e) The purchase of and payment for the Shares by the
Purchasers shall not be prohibited by any law or governmental order or
regulation. All necessary consents, approvals, licenses, permits, orders and
authorizations of, or registrations, declarations and filings with, any
governmental or administrative agency or of any other person with respect to any
of the transactions contemplated hereby shall have been duly obtained or made
and shall be in full force and effect.
(f) All instruments and corporate proceedings in connection
with the transactions contemplated by this Agreement to be consummated at the
Closing shall be satisfactory in form and substance to such Purchaser, and such
Purchaser shall have received copies (executed or certified, as may be
appropriate) of all documents which such Purchaser may have reasonably requested
in connection with such transactions.
5.2. Conditions to the Obligation of the Company to Consummate
the Closing. The obligation of the Company to consummate the Closing and to
issue and sell to each of the Purchasers the Shares to be purchased by it at the
Closing is subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties contained herein of
such Purchaser shall be true and correct on and as of the Closing Date with the
same force and effect as though made on and as of the Closing Date (it being
understood and agreed by the Company that, in the case of any representation and
warranty of each Purchaser contained herein which is not hereinabove qualified
by application thereto of a materiality standard, such representation and
warranty need be true and correct only in all material respects in order to
satisfy as to such representation or warranty the condition precedent set forth
in the foregoing provisions of this Section 5.2(a)).
(b) The Registration Rights Agreement shall have been executed
and delivered by each Purchaser.
(c) The Purchasers shall have performed all obligations and
conditions herein required to be performed or observed by the Purchasers on or
prior to the Closing Date.
(d) No proceeding challenging this Agreement or the
transactions contemplated hereby, or seeking to prohibit, alter, prevent or
materially delay the Closing, shall have been instituted before any court,
arbitrator or governmental body, agency or official and shall be pending.
(e) The sale of the Shares by the Company shall not be
prohibited by any law or governmental order or regulation. All necessary
consents, approvals, licenses, permits, orders and authorizations of, or
registrations, declarations and filings with, any governmental or administrative
agency or of any other person with respect to any of the transactions
contemplated hereby shall have been duly obtained or made and shall be in full
force and effect.
(f) Each of the Purchasers shall have executed and delivered
to the Company a Purchaser's Questionnaire, in the form attached hereto as
Exhibit B, pursuant to which each such Purchaser shall provide
5
<PAGE>
information necessary to confirm each such Purchaser's status as an "accredited
investor" (as such term is defined in Rule 501 promulgated under the Securities
Act)".
(g) Each of the other Purchasers shall have purchased, in
accordance with this Agreement, the number of shares of Common Stock set forth
opposite its name under the heading "Number of Shares to be Purchased".
(h) All instruments and corporate proceedings in connection
with the transactions contemplated by this Agreement to be consummated at the
Closing shall be satisfactory in form and substance to the Company, and the
Company shall have received counterpart originals, or certified or other copies
of all documents, including without limitation records of corporate or other
proceedings, which it may have reasonably requested in connection therewith.
6. Transfer, Legends.
6.1. Securities Law Transfer Restrictions. No Purchaser shall
sell, assign, pledge, transfer or otherwise dispose or encumber any of the
Shares being purchased by it hereunder, except (i) pursuant to an effective
registration statement under the Securities Act or (ii) pursuant to an available
exemption from registration under the Securities Act and applicable state
securities laws and, if requested by the Company, upon delivery by such
Purchaser of an opinion of counsel reasonably satisfactory to the Company to the
effect that the proposed transfer is exempt from registration under the
Securities Act and applicable state securities laws. Any transfer or purported
transfer of the Shares in violation of this Section 6.1 shall be voidable by the
Company. The Company shall not register any transfer of the Shares in violation
of this Section 6.1. The Company may, and may instruct any transfer agent for
the Company, to place such stop transfer orders as may be required on the
transfer books of the Company in order to ensure compliance with the provisions
of this Section 6.1.
6.2. Legends. Each certificate requesting any of the Shares
shall be endorsed with the legends set forth below, and each Purchaser covenants
that, except to the extent such restrictions are waived by the Company, it shall
not transfer the shares represented by any such certificate without complying
with the restrictions on transfer described in this Agreement and the legends
endorsed on such certificate:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD,
ASSIGNED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED
BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM
SAID ACT."
7. Termination; Liabilities Consequent Thereon. This Agreement
may be terminated and the transactions contemplated hereunder abandoned at any
time prior to the Closing only as follows:
(a) by the Purchasers, upon notice to the Company if the
conditions set forth in Section 5.1 shall not have been satisfied on or prior to
February 16, 2000; or
(b) by the Company, upon notice to the Purchasers if the
conditions set forth in Section 5.2 shall not have been satisfied on or prior to
February 16, 2000; or
(c) at any time by mutual agreement of the Company and the
Purchasers; or
(d) by the Purchasers, if there has been any breach of any
representation or warranty or any material breach of any covenant of the Company
contained herein and the same has not been cured within 15 days after notice
thereof, (it being understood and agreed by each Purchaser that, in the case of
any representation or warranty of the Company contained herein which is not
hereinabove qualified by application thereto of a materiality standard, such
representation or warranty will be deemed to have been breached for
6
<PAGE>
purposes of this Section 7.1(d) only if such representation or warranty was not
true and correct in all material respects at the time such representation or
warranty was made by the Company); or
(e) by the Company, if there has been any breach of any
representation, warranty or any material breach of any covenant of any Purchaser
contained herein and the same has not been cured within 15 days after notice
thereof (it being understood and agreed by the Company that, in the case of any
representation and warranty of the Purchaser contained herein which is not
hereinabove qualified by application thereto of a materiality standard, such
representation or warranty will be deemed to have been breached for purposes of
this Section 7.1(e) only if such representation or warranty was not true and
correct in all material respects at the time such representation or warranty was
made by such Purchaser).
Any termination pursuant to this Section 7 shall be without liability
on the part of any party, unless such termination is the result of a material
breach of this Agreement by a party to this Agreement in which case such
breaching party shall remain liable for such breach notwithstanding any
termination of this Agreement.
8. Miscellaneous Provisions.
8.1 Public Statements or Releases. None of the parties to this
Agreement shall make, issue, or release any announcement, whether to the public
generally, or to any of its suppliers or customers, with respect to this
Agreement or the transactions provided for herein, or make any statement or
acknowledgment of the existence of, or reveal the status of, this Agreement or
the transactions provided for herein, without the prior consent of the other
parties, which shall not be unreasonably withheld or delayed, provided, that
nothing in this Section 8.1 shall prevent any of the parties hereto from making
such public announcements as it may consider necessary in order to satisfy its
legal obligations, but to the extent not inconsistent with such obligations, it
shall provide the other parties with an opportunity to review and comment on any
proposed public announcement before it is made.
8.2 Further Assurances. Each party agrees to cooperate fully
with the other party and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be reasonably
requested by the other party to better evidence and reflect the transactions
described herein and contemplated hereby, and to carry into effect the intents
and purposes of this Agreement.
8.3 Notification of Effectiveness of Registration Statement.
The Company covenants that it will provide written notice to SWIB that the
Company's registration statement on Form S-3 registering the shares sold
hereunder to SWIB has been declared effective by the SEC. This notice will be
sent to SWIB no later than 48 hours after such declaration by the SEC.
8.4 Rights Cumulative. Each and all of the various rights,
powers and remedies of the parties shall be considered to be cumulative with and
in addition to any other rights, powers and remedies which such parties may have
at law or in equity in the event of the breach of any of the terms of this
Agreement. The exercise or partial exercise of any right, power or remedy shall
neither constitute the exclusive election thereof nor the waiver of any other
right, power or remedy available to such party.
8.5 Pronouns. All pronouns or any variation thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.
8.6 Notices.
(a) Any notices, reports or other correspondence (hereinafter
collectively referred to as "correspondence") required or permitted to be given
hereunder shall be sent by postage prepaid first class mail, courier or telecopy
or delivered by hand to the party to whom such correspondence is required or
permitted to be given hereunder. The date of giving any notice shall be the date
of its actual receipt.
(b) All correspondence to the Company shall be addressed as
follows:
La Jolla Pharmaceutical Company
6455 Nancy Ridge Drive
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<PAGE>
San Diego, California 92121
Attention: Steven B. Engle
Telecopier: (858) 452-6893
with a copy to:
Gibson, Dunn & Crutcher LLP
4 Park Plaza
Irvine, California 92614
Attention: Leonard J. McGill
Telecopier: (949) 451-4220
(c) All correspondence to any Purchaser shall be sent to such
Purchaser at the address set forth in Exhibit A.
(d) Any entity may change the address to which correspondence
to it is to be addressed by notification as provided for herein.
8.7 Captions. The captions and paragraph headings of this
Agreement are solely for the convenience of reference and shall not affect its
interpretation.
8.8 Severability. Should any part or provision of this
Agreement be held unenforceable or in conflict with the applicable laws or
regulations of any jurisdiction, the invalid or unenforceable part or provisions
shall be replaced with a provision which accomplishes, to the extent possible,
the original business purpose of such part or provision in a valid and
enforceable manner, and the remainder of this Agreement shall remain binding
upon the parties hereto.
8.9 Governing Law; Injunctive Relief.
(a) This Agreement shall be governed by and construed in
accordance with the internal and substantive laws of the State of California and
without regard to any conflicts of laws concepts that would apply the
substantive law of some other jurisdiction.
(b) Each of the parties hereto acknowledges and agrees that
damages will not be an adequate remedy for any material breach or violation of
this Agreement if such material breach or violation would cause immediate and
irreparable harm (an "Irreparable Breach"). Accordingly, in the event of a
threatened or ongoing Irreparable Breach, each party hereto shall be entitled to
seek, in any state or federal court in the State of California, equitable relief
of a kind appropriate in light of the nature of the ongoing or threatened
Irreparable Breach, which relief may include, without limitation, specific
performance or injunctive relief; provided, however, that if the party bringing
such action is unsuccessful in obtaining the relief sought, the moving party
shall pay the non-moving party's reasonable costs, including attorney's fees,
incurred in connection with defending such action. Such remedies shall not be
the parties' exclusive remedies, but shall be in addition to all other remedies
provided in this Agreement.
8.10 Waiver. No waiver of any term, provision or condition of
this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be, or be construed as, a further or continuing waiver of any
such term, provision or condition or as a waiver of any other term, provision or
condition of this Agreement.
8.11 Expenses. Each party will bear its own costs and expenses
in connection with this Agreement.
8.12 Assignment. The rights and obligations of the parties
hereto shall inure to the benefit of and shall be binding upon the authorized
successors and permitted assigns of each party. Neither party may assign its
rights or obligations under this Agreement or designate another person (i) to
perform all or part of its obligations under this Agreement or (ii) to have all
or part of its rights and benefits under this Agreement, in each case without
the prior written consent of the other party. In the event of any assignment in
accordance with the terms of this
8
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Agreement, the assignee shall specifically assume and be bound by the provisions
of the Agreement by executing and agreeing to an assumption agreement reasonably
acceptable to the other party.
8.13 Survival. The respective representations and warranties
given by the parties hereto, and the other covenants and agreements contained
herein, shall survive the Closing Date and the consummation of the transactions
contemplated herein for a period of two years, without regard to any
investigation made by any party.
8.14 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto respecting the subject matter hereof and
supersedes all prior agreements, negotiations, understandings, representations
and statements respecting the subject matter hereof, whether written or oral. No
modification, alteration, waiver or change in any of the terms of this Agreement
shall be valid or binding upon the parties hereto unless made in writing and
duly executed by the Company and the Majority Purchasers.
9
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IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Agreement under seal as of the day and year first above written.
LA JOLLA PHARMACEUTICAL COMPANY
By: -------------------------------
Name:
Title:
THE PURCHASER'S SIGNATURE TO THE INVESTOR QUESTIONNAIRE DATED EVEN DATE HEREWITH
SHALL CONSTITUTE THE PURCHASER'S SIGNATURE TO THIS STOCK PURCHASE AGREEMENT.
<PAGE>
<TABLE>
Exhibit A
- ----------------------------------------------------------------------------- ----------------------------
<CAPTION>
Purchaser Number of Shares
- ----------------------------------------------------------------------------- ----------------------------
<S> <C>
Alta Embarcadero BioPharma, LLC 34,441
One Embarcadero Center
Suite 4050
San Francisco, CA 94111
- ----------------------------------------------------------------------------- ----------------------------
Alta BioPharma Partners, LP 913,731
One Embarcadero Center
Suite 4050
San Francisco, CA 94111
- ----------------------------------------------------------------------------- ----------------------------
La Jolla Chase Partners (Alta Bio), LLC 521,828
One Embarcadero Center
Suite 4050
San Francisco, CA 94111
- ----------------------------------------------------------------------------- ----------------------------
Deutsche Asset Management 100,000
(Dirfonds - AP)
Investmentgesellschaft MBH
Mainzer Landstrasse 16
Postfach 20-01-11 60605 Frankfurt
- ----------------------------------------------------------------------------- ----------------------------
Deutsche Vermogesbildungsgesellschaft mbH 450,000
Attn: D. Endrikat
Feldbergstrasse 22
60323 Frankfurt, Germany
- ----------------------------------------------------------------------------- ----------------------------
Deutsche Asset Management 450,000
(NAVAP)
Investmentgesellschaft MBH
Mainzer Landstrasse 16
Postfach 20-01-11 60605 Frankfurt, Germany
- ----------------------------------------------------------------------------- ----------------------------
Special Situations Private Equity Fund, LP 300,000
153 E. 53rd Street
New York, NY 10022
- ----------------------------------------------------------------------------- ----------------------------
Special Situations Cayman Fund, LP 100,000
153 E. 53rd Street
New York, NY 10022
- ----------------------------------------------------------------------------- ----------------------------
Special Situations Fund III, LP 275,000
153 E. 53rd Street
New York, NY 10022
- ----------------------------------------------------------------------------- ----------------------------
State of Wisconsin Investment Board 880,000
121 E. Wilson Street
Madison, WI 53707-7842
- ----------------------------------------------------------------------------- ----------------------------
ChaseEquity Associates LLC 15,000
380 Madison Avenue, 12th Floor
New York, NY 10017
- ----------------------------------------------------------------------------- ----------------------------
</TABLE>
