CONFIDENTIAL TREATMENT REQUESTED
Redacted Portions are indicated by [****]
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (“ Agreement ”) dated as of January 4, 2009 (“
Effective Date ”), is entered into between La Jolla Pharmaceutical Company, a Delaware corporation having its principal place of
business at 6455 Nancy Ridge Drive, San Diego, California 92121 (“ La Jolla ”) and BioMarin CF Limited, an Irish corporation
having its registered place of business at 2 Earlsfort Terrace, Dublin 2, Ireland (“ BioMarin CF ”).
A. La Jolla is developing a formulation of abetimus sodium (as further defined below, a “ Product ”) for the treatment of
lupus nephritis and systemic lupus erythematosus (“ SLE ”). La Jolla owns or controls certain patents, know-how and other
intellectual property relating to such Products.
B. BioMarin CF, through its Affiliates, is an established biopharmaceutical company which focuses its experience and
expertise in the development and commercialization of products for the treatment of rare diseases.
C. BioMarin CF desires to obtain a right to participate fully in the co-development and co-commercialization of Products in
the United States, and exclusive rights in the development and commercialization of Products in all other countries except for
the countries in the Asia-Pacific region.
D. La Jolla is willing to grant to BioMarin CF such rights on the terms and conditions set forth in this Agreement.
E. Concurrently with this Agreement, the Parties or their respective Affiliates are entering into a Securities Purchase
Agreement under which La Jolla shall issue to an Affiliate of BioMarin CF shares of capital stock of La Jolla, all as set forth in
such Securities Purchase Agreement (as further defined below, the “ Securities Purchase Agreement ”).
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, and for other
good and valu