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Filing Details

Accession Number:: 0001193805-11-001067
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-06-07 17:27:37
Reporting Period:: 2011-05-26

Filing Date:: 2011-06-07
Accepted Time:: 2011-06-07 17:27:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1034842	Rigel Pharmaceuticals Inc	RIGL	Pharmaceutical Preparations (2834)	943248524

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1009258	Deerfield Management Co /Ny	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1010823	Deerfield Capital Lp	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1061970	Ltd International Deerfield	C/O Citi Fund Services (Bvi) Ltd Bison Court, Po Box 3460, Road Town Tortola D8 --	No	No	Yes	Yes
1301041	Deerfield Partners, Lp	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1352546	E James Flynn	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1354395	Deerfield Special Situations Fund, L.p.	780 3Rd Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1354397	Ltd International Fund Situations Special Deerfield	C/O Citi Hedge Fund Services (Bvi) Ltd Bison Court, P.o. Box 3460 Road Town, Tortola D8 -	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-05-26	46,524	$8.00	470,425	No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2011-05-26	72,800	$8.00	762,700	No	4	P	Indirect	Through Deerfield Special Situations Fund International Limited
Common Stock	Acquisiton	2011-05-26	229,252	$8.00	2,279,997	No	4	P	Indirect	Through Deerfield Partners, L.P.
Common Stock	Acquisiton	2011-05-26	301,424	$8.00	3,204,167	No	4	P	Indirect	Through Deerfield International Limited

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	P	Indirect	Through Deerfield Special Situations Fund International Limited
No	4	P	Indirect	Through Deerfield Partners, L.P.
No	4	P	Indirect	Through Deerfield International Limited

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	25,000	Direct

Footnotes

This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons").
Deerfield Capital, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (the "Onshore Funds"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Onshore Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Deerfield Management Company, L.P. is the investment manager of Deerfield Special Situations Fund International Limited and Deerfield International Limited (the "Offshore Funds"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Offshore Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.