RIGEL PHARMACEUTICALS INC — Director's Dealing 2010

Nov 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RIGEL PHARMACEUTICALS INC (RIGL)
CIK: 0001034842
Period of Report: 2010-11-03

Reporting Person: Flynn James E (10% Owner, Possible Members of 10% Group)
Reporting Person: DEERFIELD CAPITAL LP (10% Owner, Possible Members of 10% Group)
Reporting Person: DEERFIELD PARTNERS, LP (10% Owner, Possible Members of 10% Group)
Reporting Person: DEERFIELD MANAGEMENT CO /NY (10% Owner, Possible Members of 10% Group)
Reporting Person: DEERFIELD INTERNATIONAL LTD (10% Owner, Possible Members of 10% Group)
Reporting Person: Deerfield Special Situations Fund, L.P. (10% Owner, Possible Members of 10% Group)
Reporting Person: Deerfield Special Situations Fund International LTD (10% Owner, Possible Members of 10% Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-03	Common Stock	S	516	$7.55	Disposed	423901	Indirect
2010-11-03	Common Stock	S	900	$7.55	Disposed	689900	Indirect
2010-11-03	Common Stock	S	2605	$7.55	Disposed	2050745	Indirect
2010-11-03	Common Stock	S	3690	$7.55	Disposed	2902743	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25000	Direct

Footnotes

F1: This Form 3 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").

F2: Deerfield Capital, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (collectively, the "Domestic Funds"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Domestic 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.

F3: Deerfield Management Company, L.P. is the investment manager of Deerfield International Limited and Deerfield Special Situations Fund 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 5(b)(iv) to Form 3, 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.