On September 17, 2009, Rigel Pharmaceuticals, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC as representative of the several underwriters named therein (together, the "Underwriters"), related to the public offering, issuance and sale of 13,000,000 shares of the Company's common stock, par value $0.001 per share ("Common Stock"). The price to the public in this offering is $7.25 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $6.815 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days after the offering, to purchase up to an additional 1,950,000 shares of Common Stock to cover over-allotments, if any. The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

(d) Exhibits.

      Exhibit No.                               Description

      1.1            Underwriting Agreement, dated September 17, 2009.
      5.1            Opinion of Cooley Godward Kronish LLP.
      23.1           Consent of Cooley Godward Kronish LLP (contained in Exhibit 5.1).