**Exhibit 10.7A**

** **

**AMENDMENTNO. TWOTO BUILD-TO-SUIT LEASE**

** **

**THIS AMENDMENT NO. TWO** (“Amendment”) is made and entered intoas of January 31, 2005 by and between **SLOUGH BTC,LLC**, a Delaware limited liability company (“Landlord”) and **RIGEL PHARMACEUTICALS, INC.**, a Delaware corporation (“Tenant”).

 

**RECITALS**

 

**A.**            Landlordand Tenant are partners to that certain Build-To-Suit Lease dated as of May 16,2001 (the “Original Lease”), as amended by the Amendment No. One toBuild-to-Suit Lease dated October 18, 2002 (the “First Amendment”, and theOriginal Lease and the First Amendment being referred to herein collectively asthe “Lease”), pursuant to which Landlord leased to Tenant, and Tenant leasedfrom Landlord approximately 146,910 square feet in the Britannia Oyster Pointbusiness park.

 

**B.**            Theparties wish to amend the Lease to provide for, *inter alia*,(i) a decrease in the amount of $963,109 in the Tenant ImprovementAllowance to be provided by Landlord, and (ii) a credit of $963,109against the rent deferral payment of $2,290,000 due on the first day of Month25 (February 1, 2005) under Section 3 of the First Amendment, allsubject to the terms and conditions set forth herein.

 

**C.**            Unlessotherwise defined herein, all capitalized terms have the meanings assigned tothem in the Lease.

 

**THEREFORE**, the parties agrees as follows:

 

**1.****            ****Decrease in Tenant ImprovementAllowance**.  TheTenant Improvement Allowance, as adjusted by Section 1 of the FirstAmendment, is hereby decreased by $963,109.

 

**2.****            ****Rent Deferral Payment**.  The $2,290,000 rent deferralpayment due on February 1, 2005 is hereby reduced to $1,326,891.

 

**3.****            ****No Further Modifications**. Unless otherwise defined herein, the terms and provisions of the Leaseshall remain unmodified and in full force and effect.

 

*[signaturesfollow on next page]*

 

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**IN WITNESS WHEREOF**, the parties have executed this Amendment No. Twoas of the date first set forth above.

 

 
| **LANDLORD:** | **SLOUGH  BTC, LLC**,                 |
|---------------|---------------------------------------|
|          | a Delaware  limited liability company |
|          |                                  |
|          | By:                                   | **SLOUGH  ESTATES USA INC.,** |
|          |                                  | a Delaware  corporation, Its Managing Member |
|          |                                  |   |
|          |                                  |   |
|          |                                  | By: | /s/ Jonathan M.  Bergschneider |
|          |                                  |   | Jonathan M.  Bergschneider |
|          |                                  |   |   |
|          |                                  | Its: | Vice President |
|          |                                  |   |
|          |                                  |   |
| **TENANT:**   | **RIGEL  PHARMACEUTICALS, INC.**      |
|          | a Delaware  corporation               |
|          |                                  |
|          |                                  |   |
|          | By:                                   | /s/ James Welch |
|          |                                  |   |
|          | Its:                                  | CFO |
|          |                                  |   |
|          |                                  |   |
|          | By:                                   |   |
|          |                                  |   |
|          | Its:                                  |   |

 

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