La Jolla Pharmaceutical Company (LJPC)

Item 8.01 Other Events.

On December 22, 2009, La Jolla Pharmaceutical Company ("La Jolla") announced that it has filed its Registration Statement on Form S-4 with the Securities and Exchange Commission in connection with its proposed merger with Adamis Pharmaceuticals Corporation ("Adamis"). The definitive merger agreement was entered into on December 4, 2009 and closing of the merger is subject to certain closing conditions, including approval by the stockholders of La Jolla and Adamis. Adamis stockholders holding approximately 35% of the outstanding common stock of Adamis have agreed to vote in favor of the merger, which is currently expected to close by the end of the first quarter of 2010. If the merger is consummated, La Jolla’s name will be changed to Adamis Pharmaceuticals Corporation.

The Registration Statement contains detailed information regarding the merger, including answers to frequently asked questions. A selection of these frequently asked questions is included in the press release issued on December 22, 2009, which is attached hereto as exhibit 99.1 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Item 8.01 Other Events.

On September 18, 2009, the Board approved the liquidation and dissolution of the Company pursuant to a Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution"). Implementation of the Plan of Dissolution is subject to obtaining stockholder approval at a special meeting of the Company’s stockholders, which is expected to be held on or about October 30, 2009. Upon stockholder approval of the Plan of Dissolution, the Company intends to proceed with the orderly wind down and dissolution of the Company.

The Plan of Dissolution will be described in detail in the proxy statement to be filed with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 8.01 Other Events.

On September 18, 2009, the Board approved the liquidation and dissolution of the Company pursuant to a Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution"). Implementation of the Plan of Dissolution is subject to obtaining stockholder approval at a special meeting of the Company’s stockholders, which is expected to be held on or about October 30, 2009. Upon stockholder approval of the Plan of Dissolution, the Company intends to proceed with the orderly wind down and dissolution of the Company.

The Plan of Dissolution will be described in detail in the proxy statement to be filed with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 8.01 Other Events.

Dismissal of BioMarin Lawsuit

On July 17, 2009, La Jolla Pharmaceutical Company (the "Company"), BioMarin Pharmaceutical Company ("BioMarin") and the Company’s directors executed and delivered a Settlement Agreement and Mutual Release (the "Release"), pursuant to which (i) BioMarin released all claims previously asserted against the Company and its directors, as described in the Company’s Current Report on Form 8-K filed June 12, 2009 (the "Form 8-K"), and (ii) the Company and its directors released all counterclaims that they may have otherwise asserted against BioMarin. Pursuant to the Release, BioMarin is required to dismiss the Lawsuit (defined below) with prejudice. Other than the mutual release of claims and the dismissal of the Lawsuit, no other consideration is provided for in the Release and no amounts will be paid to BioMarin. BioMarin had sued the Company and its directors in California Superior Court (the "Lawsuit"), alleging breach of contract, breach of covenant of good faith and fair dealing, and breach of fiduciary duty relating to the Company’s registration of stock sold to BioMarin in January 2009 in connection with a license and development agreement for Riquent.

NASDAQ Listing Status

As reported in the Form 8-K, the Company was considering moving the listing of its common stock from The Nasdaq Global Market (the "Global Market") to The Nasdaq Capital Market (the "Capital Market") as a means of resolving a listing deficiency. On July 17, 2009, NASDAQ notified the Company that the listing of the Company’s common stock was approved for transfer from the Global Market to the Capital Market and, effective as of the opening of business on July 21, 2009, the listing for the Company’s common stock was transferred to the Capital Market. Notwithstanding the change in listing to the Capital Market, the stock continues to be traded under the symbol "LJPC."

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 8.01 Other Events.

Background

In February 2009, La Jolla Pharmaceutical Company (the "Company") announced that an Independent Data Monitoring Board for the Riquent® Phase 3 ASPEN study had completed its review of the first interim efficacy analysis of Riquent and determined that continuing the study was futile. Based on these results, the Company immediately discontinued the Riquent Phase 3 ASPEN study and the development of Riquent. The Company had previously devoted substantially all of its research, development and clinical efforts and financial resources toward the development of Riquent. In connection with the termination of the clinical trials for Riquent, the Company subsequently initiated steps to significantly reduce its operating costs, including the termination of 75 employees, which was effected in April 2009, and ceased all Riquent manufacturing and regulatory activities.

Since that time and in light of the Company’s decision to discontinue development of the Riquent clinical program, the Company has been seeking to maximize the value of its remaining assets. These activities involved seeking to sell remaining assets and pursuing strategic transactions (including mergers, license agreements or other collaborations with third parties). As was disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and the Quarterly Report on Form 10-Q for the three months ended March 31, 2009, if the Company determines that these alternatives are not viable and in the best interests of the Company, then the Company would pursue an orderly wind down of the business.


BioMarin Lawsuit

On May 22, 2009, the Company and its directors were sued by BioMarin Pharmaceutical Company ("BioMarin") in California Superior Court, alleging breach of contract, breach of covenant of good faith and fair dealing, and breach of fiduciary duty. BioMarin, which had been the Company’s development partner for Riquent, sued to force the Company to accelerate the timing for the registration of approximately 10 million shares of restricted common stock that BioMarin had purchased from the Company when entering into the collaboration for Riquent in January 2009. Additionally, BioMarin seeks to recover damages for any loss it may suffer due to the alleged breach. The Company believes these claims are wholly without merit.

BioMarin sought a Temporary Restraining Order and a Preliminary Injunction compelling the Company to effect the registration of these shares notwithstanding what the Company believes are longer time periods afforded under the relevant agreement. Since filing this lawsuit, the Court has twice denied BioMarin the relief it sought. Most recently, on June 2, 2009, BioMarin’s motion for a Preliminary Injunction was denied by the Court, with the Court finding that BioMarin had not demonstrated that it was likely to succeed on the merits of its suit and that the contract did not require the Company to register the shares in the accelerated time period as demanded by BioMarin. Notwithstanding the Court’s findings against BioMarin, BioMarin has refused to drop its claims without a guaranteed price at which it would be able to ultimately sell its stock. Accordingly, the lawsuit remains pending, although the Company will be seeking to have the lawsuit dismissed and will bring any viable counterclaims that it may have.


Impact of Lawsuit on Potential Transactions

Prior to the filing of the BioMarin lawsuit, the Company had made significant progress negotiating a potential merger with another company (the "Merger") and was working toward the execution of a definitive merger agreement and the announcement of the transaction. However, in light of the pending lawsuit by BioMarin and the expected impact on the ability to complete the Merger, as well as the potential litigation damages and the defense costs, the Company’s Board of Directors (the "Board") concluded that it is impractical for the Company to pursue the Merger or other any similar transaction with another party. Because the Board currently does not expect that the litigation will be resolved in a sufficiently short period of time to allow the Company to pursue other transactions, on June 12, 2009, the Board determined that it is (i) necessary to abandon attempts to enter into a merger or other significant transaction and (ii) in the best interests of the Company to wind down the business and to seek to discharge remaining obligations to creditors. If the litigation can be resolved satisfactorily in a reasonably short period of time, it is possible that the Company may again seek to consummate a merger or other transaction. However, at present, the Company does not consider this to be a likely outcome.

After discharging obligations to creditors, and in light of the expected defense costs and expenses associated with the BioMarin lawsuit, the Company does not expect that there will be any significant remaining assets available for distribution to the Company’s stockholders following the wind down.


NASDAQ Listing Status

The Company had presented the proposed terms of the Merger to NASDAQ as part of a plan to regain compliance with NASDAQ continued listing standards. As reported on the Company’s Current Report on Form 8-K that was filed on April 9, 2009, the Company had received a Staff Deficiency Letter from NASDAQ notifying the Company that it was not in compliance with certain continued listing standards. After presenting the proposed terms of the Merger, the NASDAQ Staff concluded that the Company had presented a compliance plan that demonstrated a likelihood of regaining compliance and had granted the Company an extension of time to regain compliance. Due to the BioMarin lawsuit, the Company does not expect it will be able to satisfy the continued listing standards necessary to maintain its listing on the NASDAQ Global Market. Accordingly, the Company may seek to move its listing to the NASDAQ Capital Market and to maintain the listing while working to resolve the lawsuit. If the lawsuit is not resolved favorably in the near future, there can be no assurance that the Company’s common stock will continue to be listed on the NASDAQ Stock Market. If the Company’s common stock is delisted, it may trade on the OTC Bulletin Board or Pink Sheets, although there can be no assurance that a trading market will remain for any length of time, if at all.


Cautionary Statement Regarding Forward-Looking Statements

The forward-looking statements in this report involve significant risks, assumptions and uncertainties, and a number of factors, both foreseen and unforeseen, could cause actual results to differ materially from our current expectations. Forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation, intent, contingency, future development or similar expression. For example, there can be no assurance that the Company will successfully defend the BioMarin lawsuit, that the Company will be able to maintain its NASDAQ listing, or that the Company will be able to consummate a merger or other significant transaction. Readers should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements are subject to the risks, uncertainties and other factors described above and in the "Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2008 and in subsequent quarterly reports on Form 10-Q. The Company expressly disclaims any intent to update forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 8.01 Other Events.

On February 19, 2009, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that, following the negative results of the Riquent Phase 3 interim efficacy analysis, the Company is taking steps to reduce costs to preserve its remaining cash and other assets, including a substantial reduction in personnel and other operating expenses. In addition to working to maximize the value of the Company’s cash and remaining assets, the Company is evaluating strategic options such as winding down the business or the sale of the Company. Although the Company has not committed to a plan of disposition of these assets, it does not expect that there will be any significant remaining assets available for distribution to the Company’s stockholders following the satisfaction of existing obligations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 8.01 Other Events.

On February 12, 2009, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that an Independent Data Monitoring Board for the Riquent® Phase 3 ASPEN study has informed the Company that they have completed the first interim efficacy analysis and determined that continuing the study is futile. The Company has decided to stop the study, unblind the data and evaluate the results. The Company also reported that it expects to provide additional guidance on its strategic options going forward in the near future.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 8.01 Other Events.

On April 23, 2008, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing positive interim antibody results from its ongoing double-blind, placebo-controlled randomized Phase 3 trial of Riquent® (abetimus sodium), the Company’s drug candidate for the treatment of renal disease from systemic lupus erythematosus. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

Composition of matter patents covering Riquent® issued in both Europe and in the People’s Republic of China. If the full five years of patent term extension under a Supplemental Protection Certificate are granted, the term of the European patent would extend to December 2, 2018. The Chinese patent will be in effect until September 8, 2014.

Item 8.01 Other Events.

On March 8, 2007, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing positive interim antibody results from its ongoing double-blind, placebo-controlled randomized Phase 3 trial of Riquent® (abetimus sodium), its drug candidate for systemic lupus erythematosus. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On February 1, 2007, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing continued progress in enrolling patients and implementation of several enhancements to its Phase 3 clinical trial of Riquent® (abetimus sodium) for the treatment of lupus renal disease. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On November 6, 2006, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing significant progress in enrolling patients and opening sites for the Company’s Phase 3 clinical trial of Riquent® (abetimus sodium) for the treatment of lupus renal disease. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On November 1, 2006, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that Deirdre Y. Gillespie, M.D., the Company’s President and Chief Executive Officer, will present on Monday, November 6th at the Rodman & Renshaw 8th Annual Healthcare Conference. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On October 12, 2006, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that the Company has requested the withdrawal of its Marketing Authorization Application to the European Medicines Agency for Riquent® (abetimus sodium), its drug candidate for lupus renal disease. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On September 27, 2006, La Jolla Pharmaceutical Company (the "Company") issued a press release providing an update on the Company’s Phase 3 trial of Riquent® (abetimus sodium) for the treatment of lupus renal disease. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On September 20, 2006, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that Deirdre Y. Gillespie, M.D., the Company’s President and Chief Executive Officer, will present on Wednesday, September 27th at the UBS Global Life Sciences Conference. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On August 9, 2006, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that it has reactivated enrollment in its Phase 3 trial of Riquent® (abetimus sodium) for the treatment of lupus renal disease. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On August 2, 2006, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that Matthew D. Linnik, Ph.D., the Company's Executive Vice President of Research and Chief Scientific Officer, presented data on SSAO candidates at the 12th Amine Oxidase and Trace Amines Workshop. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On June 22, 2006, the Company issued a press release announcing that its Marketing Authorization Application has been accepted for review by the European Medicines Agency for potential approval to market Riquent® (abetimus sodium), its drug candidate for lupus renal disease, in the European Union. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On May 18, 2006, the board of directors approved the composition of its committees as follows: Audit Committee: Stephen M. Martin (Chairman), Thomas H. Adams, Ph.D., and Craig R. Smith, M.D.; Compensation Committee: Robert A. Fildes, Ph.D. (Chairman), Dr. Adams, Mr. Martin, Martin P. Sutter, and James N. Topper, M.D., Ph.D.; Corporate Governance and Nominating Committee: Dr. Smith (Chairman), Nader J. Naini, and Frank E. Young, M.D., Ph.D.

Item 8.01 Other Events.

On March 29, 2006, the Company issued a press release announcing that Andrew Wiseman, the Company's Senior Director of Business Development and Investor Relations, will present at the National Autoimmune Diseases Conference today. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On January 12, 2006, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that it has been notified by Nasdaq that the Company has regained compliance with Nasdaq's minimum bid price rule. The Company is now in full compliance with all continued listing requirements.

The press release announcing the Company’s receipt of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On January 11, 2006, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that the Company will initiate a multi-dose clinical study of Riquent® in lupus patients. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On December 14, 2005, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that data published in two peer-reviewed articles show that the Company’s novel, orally-active small molecule inhibitors of SSAO/VAP 1 may provide clinical benefit for the treatment of ulcerative colitis, stroke, and other autoimmune diseases and inflammatory disorders.

Item 8.01 Other Events.

On December 2, 2005, La Jolla Pharmaceutical Company issued a press release announcing that it has adjourned its December 2, 2005 Special Meeting of Stockholders until 10:00 a.m. Pacific Time on Monday, December 12, 2005 to allow stockholders additional time to vote.

Item 8.01 Other Events.

On November 14, 2005, La Jolla Pharmaceutical Company (the "Company") issued a press release announcing that the Company presented at the American College of Rheumatology Annual Scientific Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On June 2, 2005, the Company issued a press release announcing that Steven Engle, the Company's Chief Executive Officer, would present at the Pacific Growth Equities Life Sciences Growth Conference on June 8, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On May 31, 2005, La Jolla Pharmaceutical Company issued a press release announcing that the Company had received "fast track" designation for Riquent® (abetimus sodium) for the treatment of lupus renal disease from the U.S. Food and Drug Administration. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On May 19, 2005, the board of directors appointed a new Lead Independent Director and a new Audit Committee Financial Expert, and took other related actions with respect to the committees of the board of directors, all in connection with the retirement of William E. Engbers on May 19, 2005.

The board of directors appointed Stephen M. Martin as its new Lead Independent Director and appointed Craig R. Smith, M.D. as its new Audit Committee Financial Expert. The board of directors also approved the composition of its committees as follows: Audit Committee: Stephen M. Martin (Chairman), Thomas H. Adams, Ph.D., and Craig R. Smith, M.D.; Compensation Committee: Robert A. Fildes, Ph.D. (Chairman), Thomas H. Adams, Ph.D., Stephen M. Martin, and Craig R. Smith, M.D.; Corporate Governance and Nominating Committee: Craig R. Smith, M.D. (Chairman), Thomas H. Adams, Ph.D., and Robert A. Fildes, Ph.D.

Item 8.01. Other Events.

On March 28, 2005, La Jolla Pharmaceutical Company issued a press release announcing that Steven Engle, the Company’s Chief Executive Officer, would present at the Lehman Brothers Eighth Annual Global Healthcare Conference on March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On March 14, 2005, La Jolla Pharmaceutical Company issued a press release announcing that, based on the outcome of a meeting with the United States Food and Drug Administration, its treatment for lupus renal disease, Riquent® (abetimus sodium), is unlikely to receive an accelerated approval under the FDA’s Subpart H regulation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On February 17, 2005, La Jolla Pharmaceutical Company issued a press release announcing that Steven Engle, the Company’s Chief Executive Officer, would present at the BIO CEO & Investor Conference on February 24, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.