AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • December 16th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This Amendment No. 2 (this “Amendment”) to Rights Agreement, effective as of December 3, 1998, as amended on July 21, 2000 (the “Rights Agreement”), is effective as of December 14, 2005, 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.
LA JOLLA PHARMACEUTICAL COMPANYEquity Incentive Plan • December 16th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
FORM OF LETTER TO STOCKHOLDERS REGARDING AMENDMENT OF RIGHTS AGREEMENT [La Jolla Pharmaceutical Letterhead]Rights Agreement • December 16th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
Effective as of December 14, 2005, La Jolla Pharmaceutical Company and American Stock Transfer & Trust Company entered into Amendment No. 2 to Rights Agreement, dated December 3, 1998, as amended, by and between La Jolla Pharmaceutical Company and American Stock Transfer & Trust Company. Amendment No. 2 amended the definition of “Acquiring Person” to permit Essex Woodlands Health Ventures Fund VI, L.P. to invest up to a level just under 29% beneficial ownership of the Company and to permit Frazier Healthcare V, LP to invest up to a level just under 19% beneficial ownership of the Company without triggering the issuance of rights under to the Rights Agreement.
