**Exhibit10.30**

**INDEMNITYAGREEMENT**

**THIS INDEMNITY AGREEMENT**(this“**Agreement**”) dated as of __________ ___,200__, is made by and between Rigel Pharmaceuticals, Inc.**,**a Delaware corporation (the “**Company**”),and _______________****(“**Indemnitee**”).

**RECITALS**

**A.**            The Company desires to attract and retain the services ofhighly qualified individuals as directors, officers, employees and agents.

**B.**            The Company’s bylaws (the “**Bylaws**”)require that the Company indemnify its directors, and empowers the Company toindemnify its****officers, employees and agents,as authorized by the Delaware General Corporation Law, as amended (the “**Code**”), under which the Company is organized and such Bylawsexpressly provide that the indemnification provided therein is not exclusiveand contemplates that the Company may enter into separate agreements with itsdirectors, officers and other persons to set forth specific indemnificationprovisions.

**C.**            Indemnitee does not regard the protection currentlyprovided by applicable law, the Company’s governing documents and availableinsurance as adequate under the present circumstances, and the Company hasdetermined that Indemnitee and other directors, officers, employees and agentsof the Company may not be willing to serve or continue to serve in suchcapacities without additional protection.

**D.**            The Company desires and has requested Indemnitee to serveor continue to serve as a director, officer, employee or agent of the Company,as the case may be, and has proferred this Agreement to Indemnitee as anadditional inducement to serve in such capacity.

**E.**             Indemnitee is willing to serve, or to continue to serve,as a director, officer, employee or agent of the Company, as the case may be,if Indemnitee is furnished the indemnity provided for herein by the Company.

**AGREEMENT**

**NOW THEREFORE**,in consideration of the mutual covenants and agreements set forth herein, theparties hereto, intending to be legally bound, hereby agree as follows:

**1.             Definitions**.

**(a)           Agent**.  For purposes of this Agreement, the term “agent”of the Company means any person who: (i) is or was a director**,**officer,employee or other fiduciary of the Company or a subsidiary of the Company; or(ii) is or was serving at the request or for the convenience of, orrepresenting the interests of, the Company or a subsidiary of the Company, as adirector, officer, employee or other fiduciary of a foreign or domesticcorporation, partnership, joint venture, trust or other enterprise.

**(b)           Expenses**.  For purposes of this Agreement, the term “expenses”shall be broadly construed and shall include, without limitation, all directand indirect costs of any type or nature whatsoever (including, withoutlimitation, all attorneys’, witness, or other professional fees and relateddisbursements, and other out-of-pocket costs of whatever nature), actually andreasonably incurred by Indemnitee in connection with the investigation, defenseor appeal of a proceeding or establishing or enforcing a right toindemnification under this Agreement, the Code or otherwise, and amounts paidin settlement by or on behalf of Indemnitee, but shall not include anyjudgments, fines or penalties actually levied against Indemnitee for suchindividual’s violations of law.  The term“expenses” shall also include reasonable compensation for time spent byIndemnitee for which he is not compensated by the Company or any subsidiary orthird party (i) for any period during which Indemnitee is not an 

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agent, in the employment of, or providing services forcompensation to, the Company or any subsidiary; and (ii) if the rate ofcompensation and estimated time involved is approved by the directors of theCompany who are not parties to any action with respect to which expenses areincurred, for Indemnitee while an agent of, employed by, or providing servicesfor compensation to, the Company or any subsidiary.

**(c)           Proceedings**.  For purposes of this Agreement, the term “proceeding”shall be broadly construed and shall include, without limitation, anythreatened, pending, or completed action, suit, arbitration, alternate disputeresolution mechanism, investigation, inquiry, administrative hearing or anyother actual, threatened or completed proceeding, whether brought in the rightof the Company or otherwise and whether of a civil, criminal, administrative orinvestigative nature, and whether formal or informal in any case, in whichIndemnitee was, is or will be involved as a party or otherwise by reasonof:  (i) the fact that Indemnitee is orwas a director or officer of the Company; (ii) the fact that any action takenby Indemnitee or of any action on Indemnitee’s part while acting as director,officer, employee or agent of the Company; or (iii) the fact that Indemnitee isor was serving at the request of the Company as a director, officer, employeeor agent of another corporation, partnership, joint venture, trust, employeebenefit plan or other enterprise, and in any such case described above, whetheror not serving in any such capacity at the time any liability or expense isincurred for which indemnification, reimbursement, or advancement of expensesmay be provided under this Agreement.

**(d)           Subsidiary**.  For purposes of this Agreement, the term “subsidiary”means any corporation or limited liability company of which more than 50% ofthe outstanding voting securities or equity interests are owned, directly orindirectly, by the Company and one or more of its subsidiaries, and any othercorporation, limited liability company, partnership, joint venture, trust,employee benefit plan or other enterprise of which Indemnitee is or was servingat the request of the Company as a director, officer, employee, agent orfiduciary.

**(e)           Independent Counsel**.  For purposes of this Agreement, the term “independentcounsel” means a law firm, or a partner (or, if applicable, member) of such alaw firm, that is experienced in matters of corporation law and neitherpresently is, nor in the past five (5)****years hasbeen, retained to represent: (i) the Company or Indemnitee in any mattermaterial to either such party, or (ii) any other party to the proceeding givingrise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “independent counsel” shall notinclude any person who, under the applicable standards of professional conductthen prevailing, would have a conflict of interest in representing either theCompany or Indemnitee in an action to determine Indemnitee’s rights under thisAgreement.

**2.             Agreement to Serve**.  Indemnitee will serve, or continue to serve,as a director, officer, employee or agent of the Company or any subsidiary, asthe case may be, faithfully and to the best of his or her ability, at the willof such corporation (or under separate agreement, if such agreement exists), inthe capacity Indemnitee currently serves as an agent of such corporation, solong as Indemnitee is duly appointed or elected and qualified in accordancewith the applicable provisions of the bylaws or other applicable charterdocuments of such corporation, or until such time as Indemnitee tenders his orher resignation in writing; provided, however, that nothing contained in thisAgreement is intended as an employment agreement between Indemnitee and theCompany or any of its subsidiaries or to create any right to continuedemployment of Indemnitee with the Company or any of its subsidiaries in anycapacity.

The Company acknowledges that it has entered into thisAgreement and assumes the obligations imposed on it hereby, in addition to andseparate from its obligations to Indemnitee under the Bylaws, to induceIndemnitee to serve, or continue to serve, as a director,****officer,employee or agent of the Company, and the Company acknowledges that Indemniteeis relying upon this Agreement in serving as a director, officer, employee oragent of the Company.

**3.             Indemnification**.

**(a)           Indemnification in Third PartyProceedings**.  Subjectto Section 10 below, the Company shall indemnify Indemnitee to the fullestextent permitted by the Code, as the same may be amended from time to time(but, only to the extent that such amendment permits Indemnitee to broaderindemnification rights than 

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the Code permitted prior to adoption of suchamendment), if Indemnitee is a party to or threatened to be made a party to orotherwise involved in any proceeding, for any and all expenses, actually andreasonably incurred by Indemnitee in connection with the investigation,defense, settlement or appeal of such proceeding.

**(b)           Indemnification in Derivative Actionsand Direct Actions by the Company**.  Subject to Section 10 below, the Company shallindemnify Indemnitee to the fullest extent permitted by the Code, as the samemay be amended from time to time (but, only to the extent that such amendmentpermits Indemnitee to broader indemnification rights than the Code permittedprior to adoption of such amendment), if Indemnitee is a party to or threatenedto be made a party to or otherwise involved in any proceeding by or in theright of the Company to procure a judgment in its favor, against any and allexpenses actually and reasonably incurred by Indemnitee in connection with theinvestigation, defense, settlement, or appeal of such proceedings.

**4.             Indemnification of Expenses ofSuccessful Party**. Notwithstanding any other provision of this Agreement, to the extentthat Indemnitee has been successful on the merits or otherwise in defense ofany proceeding or in defense of any claim, issue or matter therein, includingthe dismissal of any action without prejudice, the Company shall indemnifyIndemnitee against all expenses actually and reasonably incurred in connectionwith the investigation, defense or appeal of such proceeding.

**5.             Partial Indemnification**.  If Indemnitee is entitled under any provisionof this Agreement to indemnification by the Company for some or a portion ofany expenses actually and reasonably incurred by Indemnitee in theinvestigation, defense, settlement or appeal of a proceeding, but is precludedby applicable law or the specific terms of this Agreement to indemnificationfor the total amount thereof, the Company shall nevertheless indemnifyIndemnitee for the portion thereof to which Indemnitee is entitled.

**6.             Advancement of Expenses**.  To the extent not prohibited by law, theCompany shall advance  the expensesincurred by Indemnitee in connection with any proceeding, and such advancementshall be made within twenty (20) days after the receipt by the Company of astatement or statements requesting such advances (which shall include invoicesreceived by Indemnitee in connection with such expenses but, in the case ofinvoices in connection with legal services, any references to legal workperformed or to expenditures made that would cause Indemnitee to waive anyprivilege accorded by applicable law shall not be included with the invoice)and upon request of the Company, an undertaking to repay the advancement ofexpenses if and to the extent that it is ultimately determined by a court ofcompetent jurisdiction in a final judgment, not subject to appeal, thatIndemnitee is not entitled to be indemnified by the Company.  Advances shall be unsecured, interest freeand without regard to Indemnitee’s ability to repay the expenses. Advancesshall include any and all expenses actually and reasonably incurred byIndemnitee pursuing an action to enforce Indemnitee’s right to indemnificationunder this Agreement, or otherwise and this right of advancement, includingexpenses incurred preparing and forwarding statements to the Company to supportthe advances claimed.  Indemniteeacknowledges that the execution and delivery of this Agreement shall constitutean undertaking providing that Indemnitee shall, to the fullest extent requiredby law, repay the advance if and to the extent that it is ultimately determinedby a court of competent jurisdiction in a final judgment, not subject toappeal, that Indemnitee is not entitled to be indemnified by the Company.  The right to advances under this Sectionshall continue until final disposition of any proceeding, including any appealtherein.  This Section 6 shall not applyto any claim made by Indemnitee for which indemnity is excluded pursuant toSection 10(b).

**7.             Noticeand Other Indemnification Procedures**.

**(a)           Notification of Proceeding**.  Indemnitee will notify the Company in writingpromptly upon being served with any summons, citation, subpoena, complaint,indictment, information or other document relating to any proceeding or matterwhich may be subject to indemnification or advancement of expenses coveredhereunder.  The failure of Indemnitee toso notify the Company shall not relieve the Company of any obligation which itmay have to Indemnitee under this Agreement or otherwise.

**(b)           Request for Indemnification andIndemnification Payments**. Indemnitee shall notify the Company promptly in writing upon receivingnotice of nay demand, judgment or other requirement for payment 

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that Indemnitee reasonably believes to the subject toindemnification under the terms of this Agreement, and shall request paymentthereof by the Company.  Indemnificationpayments requested by Indemnitee under Section 3 hereof shall be made bythe Company no later than sixty (60) days after receipt of the written requestof Indemnitee.  Claims for advancement ofexpenses shall be made under the provisions of Section 6 herein.

**(c)           Application for Enforcement**.  In the event the Company fails to make timelypayments as set forth in Sections 6 or 7(b) above, Indemnitee shall have theright to apply to any court of competent jurisdiction for the purpose ofenforcing Indemnitee’s right to indemnification or advancement of expenses pursuantto this Agreement.  In such anenforcement hearing or proceeding, the burden of proof shall be on the Companyto prove by that indemnification or advancement of expenses to Indemnitee isnot required under this Agreement or permitted by applicable law.  Any determination by the Company (includingits Board of Directors, stockholders or independent counsel) that Indemnitee isnot entitled to indemnification hereunder, shall not be a defense by theCompany to the action nor create any presumption that Indemnitee is notentitled to indemnification or advancement of expenses hereunder.

**(d)           Indemnification of Certain Expenses**.  The Company shall indemnify Indemniteeagainst all expenses incurred in connection with any hearing or proceedingunder this Section 7 unless the Company prevails in such hearing orproceeding on the merits in all material respects.

**8.             Assumption of Defense**.  In the event the Company shall be requestedby Indemnitee to pay the expenses of any proceeding, the Company, ifappropriate, shall be entitled to assume the defense of such proceeding, or toparticipate to the extent permissible in such proceeding, with counselreasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of suchcounsel by the Company, the Company shall not be liable to Indemnitee underthis Agreement for any fees of counsel subsequently incurred by Indemnitee withrespect to the same proceeding, provided that Indemnitee shall have the rightto employ separate counsel in such proceeding at Indemnitee’s sole cost andexpense.  Notwithstanding the foregoing,if Indemnitee’s counsel delivers a written notice to the Company stating thatsuch counsel has reasonably concluded that there may be a conflict of interestbetween the Company and Indemnitee in the conduct of any such defense or theCompany shall not, in fact, have employed counsel or otherwise actively pursuedthe defense of such proceeding within a reasonable time, then in any such eventthe fees and expenses of Indemnitee’s counsel to defend such proceeding shallbe subject to the indemnification and advancement of expenses provisions ofthis Agreement.

**9.             Insurance.**To theextent that the Company maintains an insurance policy or policies providingliability insurance for directors, officers, employees, or agents of theCompany or of any subsidiary (“D&O Insurance”), Indemnitee shall be coveredby such policy or policies in accordance with its or their terms to the maximumextent of the coverage available for any such director, officer, employee oragent under such policy or policies.  If,at the time of the receipt of a notice of a claim pursuant to the terms hereof,the Company has D&O Insurance in effect, the Company shall give promptnotice of the commencement of such proceeding to the insurers in accordancewith the procedures set forth in the respective policies.  The Company shall thereafter take allnecessary or desirable action to cause such insurers to pay, on behalf of Indemnitee,all amounts payable as a result of such proceeding in accordance with the termsof such policies.

**10.          Exceptions**.

**(a)           Certain Matters**.  Any provision herein to the contrarynotwithstanding, the Company shall not be obligated pursuant to the terms ofthis Agreement to indemnify Indemnitee on account of any proceeding withrespect to (i) remuneration paid to Indemnitee if it is determined byfinal judgment or other final adjudication that such remuneration was inviolation of law (and, in this respect, both the Company and Indemnitee have beenadvised that the Securities and Exchange Commission believes thatindemnification for liabilities arising under the federal securities laws isagainst public policy and is, therefore, unenforceable and that claims forindemnification should be submitted to appropriate courts for adjudication, asindicated in Section 10(d) below); (ii) a final judgment rendered againstIndemnitee for an accounting, disgorgement or repayment of profits made fromthe purchase or sale by Indemnitee of securities of the Company againstIndemnitee [or in connection with a settlement by or on behalf of Indemnitee tothe extent it is acknowledged by Indemnitee and the Company that such amountpaid in settlement resulted from Indemnitee’s conduct from which Indemniteereceived monetary personal 

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profit,] pursuant to the provisions ofSection 16(b) of the Securities Exchange Act of 1934, as amended, or otherprovisions of any federal, state or local statute or rules and regulationsthereunder; (iii) a final judgment or other final adjudication thatIndemnitee’s conduct was in bad faith, knowingly fraudulent or deliberatelydishonest or constituted willful misconduct (but only to the extent of suchspecific determination); or (iv) on account of conduct that is established by afinal judgment as constituting a breach of Indemnitee’s duty of loyalty to theCompany or resulting in any personal profit or advantage to which Indemnitee isnot legally entitled.  For purposes ofthe foregoing sentence, a final judgment or other adjudication may be reachedin either the underlying proceeding or action in connection with whichindemnification is sought or a separate proceeding or action to establishrights and liabilities under this Agreement.

**(b)           Claims Initiated by Indemnitee**.  Any provision herein to the contrarynotwithstanding, the Company shall not be obligated to indemnify or advanceexpenses to Indemnitee with respect to proceedings or claims initiated orbrought by Indemnitee against the Company or its directors, officers, employeesor other agents and not by way of defense, except (i) with respect toproceedings brought to establish or enforce a right to indemnification underthis Agreement or under any other agreement, provision in the Bylaws or **[Certificate/Articles]**of Incorporation or applicable law,or (ii) with respect to any other proceeding initiated by Indemnitee that iseither approved by the Board of Directors or Indemnitee’s participation isrequired by applicable law.  However,indemnification or advancement of expenses may be provided by the Company inspecific cases if the Board of Directors determines it to be appropriate.

**(c)           Unauthorized Settlements**.  Any provision herein to the contrarynotwithstanding, the Company shall not be obligated pursuant to the terms ofthis Agreement to indemnify Indemnitee under this Agreement for any amountspaid in settlement of a proceeding effected without the Company’s writtenconsent.  Neither the Company norIndemnitee shall unreasonably withhold consent to any proposed settlement; provided,however, that the Company may in any event decline to consent to (or tootherwise admit or agree to any liability for indemnification hereunder inrespect of) any proposed settlement if the Company is also a party in suchproceeding and determines in good faith that such settlement is not in the bestinterests of the Company and its stockholders.

**(d)           Securities Act Liabilities**.  Any provision herein to the contrarynotwithstanding, the Company shall not be obligated pursuant to the terms ofthis Agreement to indemnify Indemnitee or otherwise act in violation of anyundertaking appearing in and required by the rules and regulations promulgatedunder the Securities Act of 1933, as amended (the “Act”), or in anyregistration statement filed with the SEC under the Act.  Indemnitee acknowledges that paragraph(h) of Item 512 of Regulation S-K currently generally requires the Companyto undertake in connection with any registration statement filed under the Actto submit the issue of the enforceability of Indemnitee’s rights under thisAgreement in connection with any liability under the Act on public policygrounds to a court of appropriate jurisdiction and to be governed by any finaladjudication of such issue.  Indemniteespecifically agrees that any such undertaking shall supersede the provisions ofthis Agreement and to be bound by any such undertaking.

**11.          Nonexclusivity and Survival of Rights**.  The provisions for indemnification andadvancement of expenses set forth in this Agreement shall not be deemed exclusiveof any other rights which Indemnitee may at any time be entitled under anyprovision of applicable law, the Company’s Certificate of Incorporation, Bylawsor other agreements, both as to action in Indemnitee’s official capacity andIndemnitee’s action as an agent of the Company, in any court in which aproceeding is brought, and Indemnitee’s rights hereunder shall continue afterIndemnitee has ceased acting as an agent of the Company and shall inure to thebenefit of the heirs, executors, administrators and assigns of Indemnitee.  The obligations and duties of the Company toIndemnitee under this Agreement shall be binding on the Company and itssuccessors and assigns until terminated in accordance with its terms.  The Company shall require any successor(whether direct or indirect, by purchase, merger, consolidation or otherwise)to all or substantially all of the business or assets of the Company, expresslyto assume and agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform if no such successionhad taken place.

No amendment, alteration or repeal of this Agreementor of any provision hereof shall limit or restrict any right of Indemniteeunder this Agreement in respect of any action taken or omitted by suchIndemnitee in his or her corporate status prior to such amendment, alterationor repeal.  To the extent that a changein the Code, whether by 

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statute or judicial decision, permits greaterindemnification or advancement of expenses than would be afforded currentlyunder the Company’s Certificate of Incorporation, Bylaws and this Agreement, itis the intent of the parties hereto that Indemnitee shall enjoy by thisAgreement the greater benefits so afforded by such change.  No right or remedy herein conferred isintended to be exclusive of any other right or remedy, and every other rightand remedy shall be cumulative and in addition to every other right and remedygiven hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right orremedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrentassertion or employment of any other right or remedy by Indemnitee.

**12.          Term**.  This Agreement shall continue until and terminateupon the later of: (a) five (5) years after the date that Indemnitee shall haveceased to serve as a director or and/or officer, employee or agent of theCompany; or (b) one (1) year after the final termination of any proceeding,including any appeal then pending, in respect to which Indemnitee was grantedrights of indemnification or advancement of expenses hereunder.

No legal action shall be brought and no cause ofaction shall be asserted by or in the right of the Company against anIndemnitee or an Indemnitee’s estate, spouse, heirs, executors or personal orlegal representatives after the expiration of five (5) years from the date ofaccrual of such cause of action, and any claim or cause of action of theCompany shall be extinguished and deemed released unless asserted by the timelyfiling of a legal action within such five-year period; provided, however, thatif any shorter period of limitations is otherwise applicable to such cause ofaction, such shorter period shall govern.

**13.          Subrogation**.  In the event of payment under this Agreement,the Company shall be subrogated to the extent of such payment to all of therights of recovery of Indemnitee, who, at the request and expense of theCompany, shall execute all papers required and shall do everything that may bereasonably necessary to secure such rights, including the execution of suchdocuments necessary to enable the Company effectively to bring suit to enforcesuch rights.

**14.          Interpretation of Agreement**.  It is understood that the parties heretointend this Agreement to be interpreted and enforced so as to provideindemnification to Indemnitee to the fullest extent now or hereafter permittedby law.

**15.          Severability**.  If any provision of this Agreement shall beheld to be invalid, illegal or unenforceable for any reason whatsoever,(a) the validity, legality and enforceability of the remaining provisionsof the Agreement (including without limitation, all portions of any paragraphsof this Agreement containing any such provision held to be invalid, illegal orunenforceable, that are not themselves invalid, illegal or unenforceable) shallnot in any way be affected or impaired thereby; and (b) to the fullestextent possible, the provisions of this Agreement (including, withoutlimitation, all portions of any paragraph of this Agreement containing any suchprovision held to be invalid, illegal or unenforceable, that are not themselvesinvalid, illegal or unenforceable) shall be construed so as to give effect tothe intent manifested by the provision held invalid, illegal or unenforceableand to give effect to Section 14 hereof.

**16.          Amendment and Waiver**.  No supplement, modification, amendment, orcancellation of this Agreement shall be binding unless executed in writing bythe parties hereto.  No waiver of any ofthe provisions of this Agreement shall be deemed or shall constitute a waiverof any other provision hereof (whether or not similar) nor shall such waiverconstitute a continuing waiver.

**17.          Notice**.  Except as otherwise provided herein, any noticeor demand which, by the provisions hereof, is required or which may be given toor served upon the parties hereto shall be in writing and, if by telegram,telecopy or telex, shall be deemed to have been validly served, given ordelivered when sent, if by overnight delivery, courier or personal delivery,shall be deemed to have been validly served, given or delivered upon actualdelivery and, if mailed, shall be deemed to have been validly served, given ordelivered three (3) business days after deposit in the United States mail, asregistered or certified mail, with proper postage prepaid and addressed to theparty or parties to be notified at the addresses set forth on the signaturepage of this Agreement (or such other address(es) as a party may designate foritself by like notice).  If to theCompany, notices and demands shall be delivered to the attention of theSecretary of the Company.

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**18.          Governing Law**.  This Agreement shall be governed exclusivelyby and construed according to the laws of the State of California, as appliedto contracts between California residents entered into and to be performedentirely within California.

**19.          Counterparts**.  This Agreement may be executed in one or morecounterparts, each of which shall for all purposes be deemed to be an originalbut all of which together shall constitute but one and the same Agreement.  Only one such counterpart need be produced toevidence the existence of this Agreement.

**20.          Headings**.  The headings of the sections of this Agreementare inserted for convenience only and shall not be deemed to constitute part ofthis Agreement or to affect the construction hereof.

**21.          Entire Agreement**.  This Agreement constitutes the entireagreement between the parties with respect to the subject matter hereof andsupersedes all prior agreements, understandings and negotiations, written andoral, between the parties with respect to the subject matter of this Agreement;provided, however, that this Agreement is a supplement to and in furtherance ofthe Company’s Certificate of Incorporation, Bylaws, the Code and any otherapplicable law, and shall not be deemed a substitute therefor, and does notdiminish or abrogate any rights of Indemnitee thereunder.

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**IN WITNESS WHEREOF**,the parties hereto have entered into this Agreement effective as of the datefirst above written.
|        | **COMPANY**                      |
|--------|----------------------------------|
|   |                             |   |
|   |                             |   |
|   | By:                              |   |
|   |                             | Name: |   |
|   |                             | Title: |   |
|   | ** **                       | ** ** |   |
|   | ** **                       | ** ** |   |
|   | **INDEMNITEE**                   |
|   | ** **                       |
|   |                             |
|   | Signature of Indemnitee          |
|   | ** **                       | ** ** |   |
|   |                             |
|   | Print or Type Name of Indemnitee |
|        |                                  |  |  |  |

 

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