##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission file number 0-19222
  Genelabs Technologies,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  California

94-3010150(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)505 Penobscot Drive,
    Redwood City, California(Address of principal
    executive offices)

94063(Zip
    Code)   Registrants telephone number, including area code
 ( 650) 369-9500
  Securities registered pursuant to Section 12(b) of the
    Act: None
  Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock
 (Title of class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  FORWARD-LOOKING STATEMENTSPART IItem 1.   Business.Item 1A.   Risk FactorsItem 2.   Properties.Item 3.   Legal Proceedings.Item 4.   Submission of Matters to a Vote of Security Holders.PART IIItem 5.   Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.Item 6.   Selected Financial Data.Item 7.   Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.Item 8.   Consolidated Financial Statements and Supplementary Data.Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item 9A.   Controls and Procedures.Item 9B.  Other Information.PART IIIItem 10.   Directors and Executive Officers of the Registrant.Item 11.   Executive Compensation.Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.Item 13.   Certain Relationships and Related Transactions.Item 14.   Principal Accounting Fees and Services.PART IVItem 15.   Exhibits, Financial Statement Schedules.GENELABS TECHNOLOGIES, INC.  INDEX TO CONSOLIDATED FINANCIAL STATEMENTSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMGENELABS TECHNOLOGIES, INC.  CONSOLIDATED BALANCE SHEETSGENELABS TECHNOLOGIES, INC.  CONSOLIDATED STATEMENTS OF OPERATIONSGENELABS TECHNOLOGIES, INC.  CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITYGENELABS TECHNOLOGIES, INC.  CONSOLIDATED STATEMENTS OF CASH FLOWSGENELABS TECHNOLOGIES, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005 (tabular amounts in thousands, except per share data)EXHIBIT 3.03EXHIBIT 4.01EXHIBIT 10.02EXHIBIT 10.04EXHIBIT 21.01EXHIBIT 23.01EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1    Table of Contents  
  FORWARD-LOOKING
    STATEMENTS
  Form 10-K
  
    our ability to secure sufficient funds to continue as a going
    concern;
    estimates that existing cash resources will be adequate to
    provide liquidity for our regular operations to approximately
    the beginning of the fourth quarter of 2006;
    our future cash resources, expenditures and our ability to
    obtain additional funding for our business plans; and
    plans, programs, progress, and potential success regarding our
    research efforts, including our ability to identify compounds
    for preclinical development and the success of any such
    preclinical development efforts in our hepatitis C and
    other research programs;
    plans, programs, progress, and potential success regarding our
    collaborators and licensees, including Gilead Sciences, Inc. for
    nucleoside compounds against hepatitis C virus,
    GlaxoSmithKline for hepatitis E vaccine, and, for Prestara,
    Watson Pharmaceuticals, Inc., Genovate Biotechnology Co., Ltd.,
    and Tanabe Seiyaku Co., Ltd.;
    our ability, or our collaborators ability, to achieve any
    of the milestones contained in our agreements;
    further actions or developments relating to
    Prestaratm
    (prasterone), our investigational drug for lupus, and its New
    Drug Application;
    the securing and defense of intellectual property rights
    important to our business.  Form 10-K tm tm . Form 10-K
  Corporate
    History, Headquarters and Website Information
  (650) 369-9500. Form 10-K, Form 10-Q, Form 8-K
   1




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##### Table of Contents



PART I
 
  Item 1.
    Business.  Overview
  and/or best-in-class first-in-class tm
    tm .
    and/or
 2




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##### Table of Contents



Drug
    Discovery Research
    Drug Discovery Process.
  and/or
    Hepatitis C Virus.
 3




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##### Table of Contents




    established a high-throughput cell-free enzyme assay for HCV RNA
    polymerase;
    established a cell-based assay which measures replication of an
    engineered HCV (known as a replicon);
    synthesized a large number of compounds and tested them for
    activity;
    identified compounds that show potent inhibition of the HCV
    polymerase in our assays and that satisfy our toxicity limits
    when used in human cells;
    written and submitted multiple patent applications claiming
    compounds with activity against HCV;
    initiated preclinical studies in both HCV polymerase research
    projects;
    selected two of the non-nucleoside compounds for advancement
    into IND-enabling preclinical development in advance of
    potential human testing; and
    entered into a contract with an outside supplier to enable
    production of a sufficient quantity of preclinical compounds
    under current Good Manufacturing Practice (cGMP) conditions, to
    enable us to undertake IND-enabling preclinical studies.  follow-up
 4




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##### Table of Contents



Licensing of HCV Nucleosides.
  Development
    of Prestara for Systemic Lupus Erythematosus
  tm tm tm
  Lupus and the Clinical Rationale Behind
    Prestaratm
 5




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##### Table of Contents



Background of Prestaras
    Development.
  Arthritis and Rheumatism.
  intent-to-treat Arthritis and Rheumatism.
   6




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##### Table of Contents



Prestara NDA.
        International Regulatory
    Applications.
  Market Position and Competition. composition-of-matter
 7




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Licensing of
    Prestaratm
  Genovate Biotechnology Co., Ltd. tm
  Hepatitis
    E Vaccine
  Background.
    HEV Licenses.
 8




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##### Table of Contents



follow-up
      Legacy
    Technologies
  Linker-Aided DNA Amplification. paid-up
  Hepatitis G Virus.
  HCV Diagnostic Licenses.
  Antimicrobial Drug Discovery. Aspergillus fumigatus
 9




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##### Table of Contents



Patents
    ® tm tm tm Form 10-K
  Government
    Regulation
    Research and Development.
  Pre-Clinical Testing.
  Clinical Trials.
  Manufacturing.
  Marketing and Distribution.
 10




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##### Table of Contents



Sales.
  Sale of
    Diagnostic Business
  Genelabs Diagnostics Pte. Ltd.
  Employees
   
  Item 1A.
    Risk
    Factors  Form 10-K.
  Risks
    Related to Genelabs
  We
    will need to raise additional capital within the next several
    months, and if we are unable to timely secure adequate funds on
    acceptable terms, we will be required to cease our operations
    and will not be able to continue as a going
    concern.
  and/or
   11




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Because
    we may not continue to qualify for listing on the Nasdaq
    quotation system, the value of your investment in Genelabs may
    substantially decrease.
        We may
    not be profitable in the near future or at all and in order to
    carry out our business plans we will require additional funds
    which may not be available.
      
    the current trading price of our stock will materially and
    adversely affect our ability to raise funds through the issuance
    of stock;
    the amount of stock we may sell and capital we may raise
    privately without a shareholder vote is limited, and we may be
    unable to secure capital on a timely basis with acceptable terms
    if we must submit such a transaction to our shareholders for
    approval;
    the listing of our stock on the Nasdaq Capital Market may
    materially and adversely affect our ability to raise funds
    through the issuance of stock because of factors such as reduced
    liquidity and the requirement to comply with state securities
    laws;
    if we are unable to maintain compliance with the Nasdaqs
    listing requirements, our ability to successfully obtain
    additional equity financing will be negatively impacted; 12




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
    since our research programs are in an early stage, there are
    fewer opportunities to enter into collaborations with other
    companies and up-front payments for early-stage pharmaceutical
    research collaborations are generally smaller for projects that
    are further from potential marketability;
    biotechnology research and development projects have a high risk
    of failure and the failure of our research-stage drug candidates
    or those of other companies could discourage funding sources
    from providing us with financing; and
    discussions with the Food and Drug Administration have indicated
    that the Company will need to conduct at least one additional
    Phase III clinical trial of Prestara in order to qualify
    for approval, and the Company does not have the funds to conduct
    the trial.    The
    results of our clinical trial of
    Prestaratm,
    Genelabs drug candidate for systemic lupus erythematosus,
    were not positive, substantially decreasing the probability that
    Prestara will ever be approved for marketing and diminishing our
    business prospects.
      Our
    research programs are in an early stage and may not successfully
    produce commercial products.
     13




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Our
    collaborations may fail.
  and/or and/or and/or and/or and/or
  We do
    not have the resources to conduct preclinical
    development.
  tm
  We may
    be unable to attract or retain key personnel.
  tm
  If
    third parties on whom we rely do not perform as contractually
    required or expected, we may not be able to obtain regulatory
    approval for or commercialize our product
    candidates.
   14




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##### Table of Contents



If our
    Japanese marketing partner for
    Prestaratmdoes not obtain approval to market Prestara in Japan, our
    business prospects will suffer because we do not have
    capabilities to develop Prestara for Japan ourselves and we
    would lose a significant source of potential
    revenue.
    Our
    outside suppliers and manufacturers for
    Prestaratmand our hepatitis C compounds are subject to regulation,
    including by the FDA, and if they do not meet their commitments,
    we would have to find substitute suppliers or manufacturers
    which could delay supply of product to the market.
      
    the unavailability at reasonable prices of adequate quantities
    of the active ingredient or intermediates;
    the loss of a suppliers or manufacturers regulatory
    approval;
    the failure of a supplier or manufacturer to meet regulatory
    agency pre-approval inspection requirements;
    the failure of a supplier or manufacturer to maintain compliance
    with ongoing regulatory agency requirements;
    the inability to develop alternative sources in a timely manner
    or at all;
    inability or refusal of the manufacturers to meet our needs for
    any reason, such as loss or damage to facilities or labor
    disputes;
    manufacture of product that is defective in any manner;
    competing demands on the contract manufacturers capacity,
    for example, shifting manufacturing priorities to their own
    products or more profitable products for other
    customers; and
    complications in the
    scale-up or
    large-scale manufacturing of our hepatitis C compounds. 15




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We may
    be unable to obtain patents or protect our intellectual property
    rights, or others could assert their patents against
    us.
        The
    lease for our facilities expires in November and we may not have
    the facilities to continue our operations.
    Our
    facilities in California are located near an earthquake fault,
    and an earthquake could disrupt our operations and adversely
    effect results.
   16




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Industry
    Risks
  Our
    activities involve hazardous materials and improper handling of
    these materials by our employees or agents could expose us to
    significant legal and financial penalties.
      We may
    not be able to obtain or maintain sufficient insurance on
    commercially reasonable terms or with adequate coverage against
    potential liabilities in order to protect ourselves against
    product liability claims.
    Market
    Risks
  Because
    our stock is volatile, the value of your investment in Genelabs
    may substantially decrease.
   17




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Item 2.
    Properties.   
  Item 3.
    Legal
    Proceedings.   
  Item 4.
    Submission
    of Matters to a Vote of Security Holders.   18




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PART II
 
  Item 5.
    Market
    for Registrants Common Equity, Related Shareholder Matters
    and Issuer Purchases of Equity Securities.  one-for-five
  High


Low20041st Quarter

$
16.25


$
10.052nd Quarter


16.00



10.003rd Quarter


14.60



8.804th Quarter


13.40



2.4020051st Quarter

$
6.15


$
2.952nd Quarter


3.55



1.803rd Quarter


3.35



2.354th Quarter


3.30



1.70         Equity
    Compensation Plan Information
  Number of SecuritiesWeighted-Average


Remaining Available forNumber of Securities to be


Exercise Price of


Future Issuance Under EquityIssued Upon Exercise of


Outstanding


Compensation PlansOutstanding Options,


Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column
    (a))(a)


(b)


(c)Equity compensation plans approved
    by security holders:Stock Option Plans


1,746,000


$
9.73



844,000Stock Purchase Plan










408,000Equity compensation plans not
    approved by security holders










Total


1,746,000


$
9.73



1,252,000    19




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##### Table of Contents



Item 6.
    Selected
    Financial Data.  Form 10-K
  Years Ended
    December 31,2005


2004


2003


2002


2001(In thousands, except per share
    amounts)Statement of Operations
    Data:Total revenue

$
6,849


$
5,556


$
2,916


$
3,645


$
4,769Research and development expenses


12,205



15,113



16,838



13,987



12,736General and administrative expenses


5,958



6,505



6,484



6,079



6,966Loss from continuing operations


(10,842
)


(15,793
)


(20,322
)


(16,080
)


(13,287
)Net loss


(10,842
)


(13,511
)


(19,807
)


(15,950
)


(13,000
)Loss per common share from
    continuing operations


(0.61
)


(0.90
)


(1.59
)


(1.56
)


(1.34
)Net loss per common share


(0.61
)


(0.77
)


(1.55
)


(1.55
)


(1.31
)   December 31,2005


2004


2003


2002


2001(In thousands)Balance Sheet Data:Cash, cash equivalents, restricted
    cash andshort-term investments

$
10,211


$
26,508


$
26,530


$
6,570


$
19,000Working capital


5,458



18,999



22,379



2,684



13,646Total assets


12,661



29,383



29,866



9,765



22,100Shareholders equity


2,347



12,947



22,815



2,714



11,900  20




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  All statements in Managements Discussion and Analysis
    of Financial Condition and Results of Operations that are not
    historical are forward-looking statements. All estimates for
    2006 and later periods of costs, expenses, revenue, savings,
    future amortization periods and other items are forward-looking
    statements. Statements regarding possible actions or decisions
    in 2006 and later periods by Genelabs and other parties,
    including collaborators and regulatory authorities, are
    forward-looking statements. Actual results may differ from the
    forward-looking statements due to a number of risks and
    uncertainties that are discussed under Risk Factors
    in Item 1A and elsewhere in this Annual Report on
    Form 10-K.
    Shareholders and prospective investors in the Company should
    carefully consider these risk factors. We disclaim any
    obligation to update these statements for subsequent events.
    scale-up scale-up
  tm . 12-month 12-month
   21




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##### Table of Contents



one-for-five
    Critical
    Accounting Policies
    Revenue Recognition.
       22




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##### Table of Contents



Form 10-K. Form 10-K
  Accounting for Employee Stock Options.
    Results
    of Operations
  Years
    Ended December 31, 2005 and 2004
  Introduction.
 23




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##### Table of Contents



Revenue.
  2005


2004Contract revenue:HCV drug discovery research
    collaboration (Gilead Sciences, Inc.)

$
5,600


$
1,400Prestara collaborations (Watson
    Pharmaceuticals, Inc. and Tanabe Seiyaku Co., Ltd.)


620



1,182Linker-aided DNA amplification
    license fee (Affymetrix, Inc.)






1,250Hepatitis E vaccine milestone
    (GlaxoSmithKline)






750Data analysis services






292Total contract revenue


6,220



4,874Royalties


629



682Total revenue

$
6,849


$
5,556           Operating Expenses.
  2005


2004


ChangeResearch and development

$
12,205


$
15,113



−19
%General and administrative


5,958



6,505



−8
%Total operating expenses

$
18,163


$
21,618



−16
%  24




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##### Table of Contents



Research
    and Development Expenses  Background
  tm
  Research
    and Development Expenses by Project
    2005


2004


ChangeDrug discovery (Hepatitis C virus,
    or HCV)

$
5,880


$
4,715



+25
%Drug development
    (Prestaratm)


2,584



5,744



−55
%Support costs and other research
    and development


3,741



4,654



−20
%Total research and development

$
12,205


$
15,113



−19
%   Drug
    Discovery
   25




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##### Table of Contents



Drug
    Development
    (Prestaratm )
  tm
 26




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##### Table of Contents



Support
    Costs and Other Research and Development
    2005


2004Facility rent, net of sublease
    income

$
1,088


$
1,121Salaries and benefits for lab and
    facility support personnel


897



965Insurance, depreciation and
    property taxes


891



904Utilities, maintenance and security


736



677Lab equipment, services and sundry
    supplies


213



194Allocation of incentive bonus
    compensation


(153
)


706Other items


69



87Total support and other research
    and development costs

$
3,741


$
4,654     General
    and Administrative
    Nonoperating Income.
    Years
    Ended December 31, 2004 and 2003
  Introduction.
 27




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##### Table of Contents



Revenue.
  2004


2003Contract revenue:HCV drug discovery research
    collaboration (Gilead Sciences, Inc.)

$
1,400


$
Linker-aided DNA amplification
    license fees (Affymetrix, Inc.)


1,250



50Prestara collaborations (Watson
    Pharmaceuticals, Inc. and Tanabe Seiyaku Co., Ltd.)


1,182



1,841Hepatitis E vaccine milestone
    (GlaxoSmithKline)


750



Data analysis services


292



493Total contract revenue


4,874



2,384Royalties


682



532Total revenue

$
5,556


$
2,916     paid-up
         28




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##### Table of Contents



Operating Expenses.
  2004


2003


ChangeResearch and development

$
15,113


$
16,838



−10
%General and administrative


6,505



6,484



Total operating expenses

$
21,618


$
23,322



−7
%     Research
    and Development Expenses by Project
    2004


2003


ChangeDrug development
    (Prestaratm)

$
5,744


$
6,416



−10
%Drug discovery (HCV)


4,715



4,513



+4
%Support costs and other research
    and development


4,654



5,909



−21
%Total research and development

$
15,113


$
16,838



−10
%   Drug
    Development
    (Prestaratm )
  12-month
  Drug
    Discovery
    Support
    Costs and Other Research and Development
   29




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##### Table of Contents



General
    and Administrative
    Nonoperating Income.
    Liquidity
    and Capital Resources
        
    our stock price and market capitalization are low, therefore the
    amount of capital we can raise through equity financings is
    limited;
    our ability to successfully complete an equity financing would
    be negatively impacted if we fail to meet Nasdaqs listing
    requirements; and
    our research programs are in an early stage, therefore there are
    fewer opportunities to enter into collaborations with other
    companies and up-front payments for early-stage pharmaceutical
    research collaborations are generally smaller than for projects
    that are closer to potential marketability.   30




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##### Table of Contents



Other
    Contractual Arrangements.
        One to


Three toLess than


Three


FiveOne Year


Years


Years


Total(In thousands)Operating leases

$
1,231










$
1,231  
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.     31




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##### Table of Contents



Item 8.
    Consolidated
    Financial Statements and Supplementary Data.  page F-1 Form 10-K.
  Form 10-K
  December 31


September 30


June 30


March 31(In thousands, except per share
    amounts)2005 Quarter Ended:Total revenue

$
1,719


$
1,698


$
1,710


$
1,722Research and development expenses


2,780



2,944



3,219



3,262General and administrative expenses


1,318



1,720



1,499



1,421Loss from continuing operations


(2,271
)


(2,845
)


(2,885
)


(2,841
)Net loss


(2,271
)


(2,845
)


(2,885
)


(2,841
)Loss per share from continuing
    operations


(0.13
)


(0.16
)


(0.16
)


(0.16
)Net loss per share


(0.13
)


(0.16
)


(0.16
)


(0.16
)   December 31


September 30


June 30


March 31(In thousands, except per share
    amounts)2004 Quarter Ended:Total revenue

$
3,801


$
399


$
667


$
689Research and development expenses


3,702



3,284



3,923



4,204General and administrative expenses


1,708



1,545



1,669



1,583Loss from continuing operations


(1,503
)


(4,371
)


(4,874
)


(5,045
)Net loss


(1,503
)


(4,371
)


(2,854
)


(4,783
)Loss per share from continuing
    operations


(0.09
)


(0.25
)


(0.28
)


(0.29
)Net loss per share


(0.09
)


(0.25
)


(0.16
)


(0.27
)    
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.   
  Item 9A.
    Controls
    and Procedures.  Rules 13a-15(e) 15d-15(e)
 32




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##### Table of Contents



Rules 13a-15(f) 15d-15(f)
 
  Item 9B.  Other
    Information.
   
  PART III
 
  Item 10.
    Directors
    and Executive Officers of the Registrant.     
  Item 11.
    Executive
    Compensation.   
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters.   33




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions.   
  Item 14.
    Principal
    Accounting Fees and Services.   
  PART IV
 
  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements and
    Schedules. page F-1 Form 10-K.
    Index to Exhibits.
  ExhibitNo.

Exhibit Title3
.01

Registrants Amended and
    Restated Articles of Incorporation (incorporated herein by
    reference to Exhibit 3.01 to Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2001).3
.02

Registrants Certificate of
    Amendment of Articles of Incorporation (incorporated herein by
    reference to Exhibit 3.2 to Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2003).3
.03

Registrants Certificate of
    Amendment of Articles of Incorporation dated December 14,
    2005.3
.04

Registrants Amended and
    Restated Bylaws (incorporated herein by reference to
    Exhibit 3.02 to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000 (the 2000
    Form 10-K)).4
.01

Specimen Certificate for
    Registrants Common Stock.10
.01

Registrants 1995 Stock
    Option Plan, as amended to date (incorporated herein by
    reference to Exhibit 10.07 of Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 1997).**10
.02

Registrants 2001 Stock
    Option Plan, as amended December 19, 2005.**10
.03

Registrants Amended and
    Renewed 1994 Annual and Long-Term Incentive Based Compensation
    Plan (incorporated herein by reference to Exhibit 10.04 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003).**10
.04

Registrants 2001 Employee
    Stock Purchase Plan as amended December 19, 2005.**10
.05

Form of Registrants
    Indemnity Agreement entered into by Registrant with certain
    officers and directors (incorporated herein by reference to
    Exhibit 10.04 to Registrants Registration Statement
    on
    Form S-1
    filed with the Commission on April 29, 1991 (File
    No. 33-40120)
    (the
    Form S-1)).**10
.06

Industrial Net Lease Agreement by
    and between Registrant and Lincoln Property Company N.C., Inc.
    dated July 29, 1986, as amended to date (incorporated
    herein by reference to Exhibit 10.06 to the
    Form S-1).10
.07

Amendment to Lease by and between
    Registrant and Metropolitan Life Insurance Company, successor to
    Lincoln Property Company N.C., dated as of September 25,
    2002 (incorporated herein by reference to Exhibit 10.19 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002 (the Third
    Quarter 2002
    Form 10-Q)).10
.08

Agreement, dated as of
    January 26, 1996, by and between Registrant and
    Dr. Edgar G. Engleman (incorporated herein by reference to
    Exhibit 10.15 to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1996 (the 1996
    Form 10-K)).*10
.09

License Agreement, dated as of
    October 1, 1993, by and between Registrant and Stanford
    University (incorporated herein by reference to
    Exhibit 10.16 to the 1996
    Form 10-K).* 34




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##### Table of Contents



ExhibitNo.

Exhibit Title10
.10

Joint Investment Agreement for
    formation of Genelabs Biotechnology Co., Ltd., a company
    organized under the laws of Taiwan, Republic of China
    (incorporated herein by reference to Exhibit 10.28 to
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1995 (the 1995
    Form 10-K).*10
.11

Technology Transfer Agreement,
    dated as of November 21, 1995, by and between Registrant
    and Genelabs Biotechnology Co., Ltd. (incorporated herein by
    reference to Exhibit 10.29 to the 1995
    Form 10-K).*10
.12

Collaboration and License
    Agreement made as of November 12, 2000 by and between
    Registrant and Watson Pharmaceuticals, Inc. (incorporated herein
    by reference to Exhibit 10.17 to the 2000
    Form 10-K).*10
.13

Agreement entered into by
    Registrant with Irene A. Chow, Ph.D., as of January 3,
    2002 (incorporated herein by reference to Exhibit 10.17 of
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001).**10
.14

Form of Agreement entered into by
    Registrant with certain employees of Registrant (incorporated
    herein by reference to Exhibit 10.18 of the 2001
    Form 10-K).**10
.15

Toll Manufacturing and Supply
    Agreement dated as of August 30, 2002 between Registrant
    and Patheon, Inc. (incorporated herein by reference to
    Exhibit 10.20 to the Third Quarter 2002
    Form 10-Q).*10
.16

License and Collaboration
    Agreement made as of January 28, 2004 by and between
    Registrant and Tanabe Seiyaku Co., Ltd. (incorporated herein by
    reference to Exhibit 10.17 to Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2004).*10
.17

License and Research Collaboration
    Agreement entered into on September 29, 2004 by and between
    Registrant and Gilead Sciences, Inc. (incorporated herein by
    reference to Exhibit 10.18 to Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2004).*10
.18

Heads of Agreement, dated
    August 27, 1992, by and between Registrant and SmithKline
    Beecham p.l.c. (Heads of Agreement) (incorporated
    herein by reference to Exhibit 10.19 to Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1992).*10
.19

Second Amendment to Heads of
    Agreement (incorporated herein by reference to
    Exhibit 10.13 to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1998).*10
.20

Offer letter entered into between
    Registrant and Irene A. Chow, Ph.D., dated March 9,
    2004 (incorporated herein by reference to Exhibit 10.21 to
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004).**10
.21

Discretionary incentive
    arrangement between Registrant and Irene A. Chow, Ph.D., as
    of January 27, 2005 described in Registrants Current
    Report on
    Form 8-K
    filed February 2, 2005.**21
.01

List of Subsidiaries.23
.01

Consent of Independent Registered
    Public Accounting Firm.31
.1

Certification of Chief Executive
    Officer pursuant to
    Rules 13a-14(a)
    and
    15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.31
.2

Certification of Chief Financial
    Officer pursuant to
    Rules 13a-14(a)
    and
    15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.32
.1

Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     *
    
    Confidential treatment has been granted with respect to certain
    portions of this document.**
    
    Indicates management contract or compensatory plan, contract or
    arrangement. 35




---



##### Table of Contents



SIGNATURES
    Genelabs Technologies,
    Inc.
  By:
    /s/  James
    A.D. Smith   President and Chief Executive Officer
    POWER OF
    ATTORNEY
  attorneys-in-fact Form 10-K, attorneys-in-fact attorneys-in-fact
    Principal Executive
    Officer:/s/  James
    A.D. SmithJames
    A.D. Smith

President and Chief Executive
    Officer
    and Director

March 31, 2006Principal Financial and
    Accounting Officer:/s/  Matthew
    M. LoarMatthew
    M. Loar

Chief Financial Officer

March 31, 2006Additional Directors:/s/  Irene
    A. ChowIrene
    A. Chow

Chairman

March 31, 2006/s/  Arthur
    Gray, Jr.Arthur
    Gray, Jr.



March 31, 2006/s/  H.
    H. HaightH.
    H. Haight



March 31, 2006/s/  Alan
    Y. KwanAlan
    Y. Kwan



March 31, 2006  36




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered
    Public Accounting Firm


F-2Consolidated Financial Statements:Consolidated Balance Sheets as of
    December 31, 2005 and 2004


F-3Consolidated Statements of
    Operations for the Years Ended December 31, 2005, 2004 and
    2003


F-4Consolidated Statement of
    Shareholders Equity for the Years Ended December 31,
    2005, 2004 and 2003


F-5Consolidated Statements of Cash
    Flows for the Years Ended December 31, 2005, 2004 and 2003


F-6Notes to Consolidated Financial
    Statements


F-7    F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 F-2




---



##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED
    BALANCE SHEETS
  ASSETS
  December 31,2005


2004(In thousands)Current assets:Cash and cash equivalents

$
10,061


$
26,358Restricted cash


150



150Other current assets


539



824Total current assets


10,750



27,332Property and equipment, net


951



1,091Long-term investment


960



960$
12,661


$
29,383LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and other accrued
    liabilities

$
608


$
1,702Accrued compensation and related
    expenses


789



1,811Accrued manufacturing costs


675



700Unearned contract revenue


3,220



4,120Total current liabilities


5,292



8,333Accrued compensation


284



745Unearned contract revenue


4,738



7,358Total liabilities


10,314



16,436Commitments and contingenciesShareholders equity:Preferred stock, no par value,
    4,990 shares authorized, none issued or outstanding at
    December 31, 2005 or 2004






Common stock, no par value,
    125,000 shares authorized, 17,818 and 17,700 shares
    issued and outstanding at December 31, 2005 and 2004,
    respectively


231,057



230,815Accumulated deficit


(228,710
)


(217,868
)Total shareholders equity


2,347



12,947$
12,661


$
29,383    F-3




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended
    December 31,2005


2004


2003(In thousands, except per share
    amounts)Revenue:Contract

$
6,220


$
4,874


$
2,384Royalty


629



682



532Total revenue


6,849



5,556



2,916Operating expenses:Research and development


12,205



15,113



16,838General and administrative


5,958



6,505



6,484Total operating expenses


18,163



21,618



23,322Operating loss


(11,314
)


(16,062
)


(20,406
)Interest income


485



284



99Interest expense


(13
)


(15
)


(15
)Loss from continuing operations


(10,842
)


(15,793
)


(20,322
)Discontinued operations:Income from diagnostics business






262



515Gain on sale of diagnostics
    business






2,020



Net loss

$
(10,842
)

$
(13,511
)

$
(19,807
)Loss per common share from
    continuing operations  basic and diluted

$
(0.61
)

$
(0.90
)

$
(1.59
)Net loss per common
    share  basic and diluted

$
(0.61
)

$
(0.77
)

$
(1.55
)Weighted average shares
    outstanding to calculate basic and diluted net loss per common
    share


17,738



17,618



12,778    F-4




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED
    STATEMENT OF SHAREHOLDERS EQUITY
  Shares of








TotalCommon


Common


Accumulated


ShareholdersStock


Stock


Deficit


Equity(In thousands)Balance, December 31,
    2002


10,679


$
187,264


$
(184,550
)

$
2,714Net loss and comprehensive loss










(19,807
)


(19,807
)Shares issued in private
    placements, net of issuance costs of $1,104


1,953



9,654







9,654Shares issued upon exercise of
    warrants


72



529







529Shares issued in public offering,
    net of issuance costs of $2,345


4,600



29,165







29,165Shares issued under the employee
    stock purchase plan


74



483







483Shares issued under stock options


9



58







58Stock-based compensation expense






19







19Balance, December 31,
    2003


17,387



227,172



(204,357
)


22,815Net loss and comprehensive loss










(13,511
)


(13,511
)Shares issued upon exercise of
    warrants


34



254







254Shares issued to Tanabe Seiyaku
    Co. Ltd., net of issuance costs of $12


164



2,588







2,588Shares issued under the employee
    stock purchase plan


91



550







550Shares issued under stock options


24



215







215Stock-based compensation expense






36







36Balance, December 31,
    2004


17,700



230,815



(217,868
)


12,947Net loss and comprehensive loss










(10,842
)


(10,842
)Shares issued under the employee
    stock purchase plan


117



234







234Shares issued under stock options


1



3







3Stock-based compensation expense






5







5Balance, December 31,
    2005


17,818


$
231,057


$
(228,710
)

$
2,347    F-5




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended
    December 31,2005


2004


2003(In thousands)Cash flows from operating
    activities:Net loss

$
(10,842
)

$
(13,511
)

$
(19,807
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization
    expense


406



408



493Stock-based compensation expense


5



36



19Gain on sale of discontinued
    diagnostics business






(2,020
)


Income of discontinued diagnostics
    business






(262
)


(515
)Changes in assets and liabilities:Other current assets


285



11



(362
)Accounts payable, accrued
    liabilities, and accrued compensation


(2,602
)


161



1,841Unearned contract revenue


(3,520
)


9,219



(1,841
)Net cash used in operating
    activities


(16,268
)


(5,958
)


(20,172
)Cash flows from investing
    activities:Purchases of property and equipment


(266
)


(579
)


(107
)Net cash received from sale of
    discontinued diagnostics business






2,908



Restricted cash






(150
)


Proceeds from sales and maturities
    of short-term investments










3,535Remittances from discontinued
    diagnostics business










350Net cash (used in)/provided by
    investing activities


(266
)


2,179



3,778Cash flows from financing
    activities:Proceeds from issuance of common
    stock and warrants, net


237



3,607



39,889Net (decrease)/increase in cash
    and cash equivalents


(16,297
)


(172
)


23,495Cash and cash equivalents,
    beginning of the period


26,358



26,530



3,035Cash and cash equivalents, end of
    the period

$
10,061


$
26,358


$
26,530    F-6




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    December 31, 2005
    (tabular amounts in thousands, except per share data)
  1.
    Significant
    Accounting Policies  Business
    Description
    Basis
    of Presentation
        Reverse
    Stock Split
  one-for-five
 F-7




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Revenue
    Recognition
            Earnings
    per Share
   F-8




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock-Based
    Compensation
    2005


2004


2003Net loss as reported

$
(10,842
)

$
(13,511
)

$
(19,807
)Stock-based employee compensation
    cost:Included in net loss as reported










Amount that would have been
    included in net loss if the Company had accounted for all
    stock-based employee compensation at its theoretical fair value


(1,095
)


(1,878
)


(1,895
)Pro forma net loss

$
(11,937
)

$
(15,389
)

$
(21,702
)Net loss per common share as
    reported, basic and diluted

$
(0.61
)

$
(0.77
)

$
(1.55
)Pro forma net loss per common
    share, basic and diluted

$
(0.67
)

$
(0.87
)

$
(1.70
)       Cash,
    Cash Equivalents and Restricted Cash
     F-9




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property
    and Equipment
    Long-Term
    Investment
    Impairment
    of Long-Lived Assets
    Research
    and Development Expenses
    Income
    Taxes
   F-10




---



##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Property
    and Equipment    2005


2004Laboratory equipment

$
5,788


$
5,529Leasehold improvements


4,655



4,655Office and other equipment


2,725



2,69313,168



12,877Less accumulated depreciation and
    amortization


(12,217
)


(11,786
)$
951


$
1,091     3.
    Commitments
    and Contingencies         F-11




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Shareholders
    Equity  Common
    Stock
            Number of


ExerciseExpiration Date

Shares


PriceMay 2008


380


$
7.35October 2008


92



7.10August 2010


333



7.50Total and weighted average
    exercise price


805


$
7.38     5.
    Stock-Based
    Compensation  Employee Stock Purchase Plan.
  Stock Option Plan.
 F-12




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     WeightedAverageNumber of


ExerciseShares


PriceOutstanding at December 31,
    2002


1,091


$
16.21Granted


280



8.09Exercised


(9
)


6.63Canceled


(126
)


16.92Outstanding at December 31,
    2003


1,236



14.36Granted


303



11.28Exercised


(24
)


9.00Canceled


(126
)


14.25Outstanding at December 31,
    2004


1,389



13.79Granted


684



3.33Exercised


(1
)


4.55Canceled


(326
)


13.64Outstanding at December 31,
    2005


1,746


$
9.73     Weighted


Weighted





WeightedNumber of


Average


Average


Number of


AverageOptions


Remaining


Exercise


Options


ExerciseRange of Exercise
    Prices

Outstanding


Term


Price


Exercisable


Price$1.86-$2.50


369



9.9 years


$
2.34



12


$
2.20$2.51-$5.00


382



8.5 years


$
4.32



239


$
4.36$5.01-$10.00


309



6.6 years


$
8.05



270


$
8.11$10.01-$20.00


501



5.2 years


$
12.47



433


$
12.43$20.01-$54.53


185



3.3 years


$
31.03



185


$
31.03$1.86-$54.53


1,746



7.0 years


$
9.73



1,139


$
12.62     Disclosure of Fair Value of Stock Options.
 F-13




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      WeightedWeighted


Average FairStock Options Granted with an

Number


Average


Value ofExercise Price

of Shares


Exercise Price


OptionsBelow market value of common stock










At market value of common stock


232


$
10.91


$
6.64Above market value of common stock


71



12.50



3.41Stock option grants in 2004


303


$
11.28


$
5.89   6.
    Collaborative
    Agreements    Gilead Sciences, Inc.
  Tanabe Seiyaku Co., Ltd. tm
 F-14




---



##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Watson Pharmaceuticals, Inc. tm
    At December 31,2005


2004Gilead Sciences, Inc.

$
5,500


$
8,400Tanabe Seiyaku Co., Ltd.


1,454



1,739Watson Pharmaceuticals, Inc.


1,004



1,339Total unearned contract revenue


7,958



11,478Amount classified as current


3,220



4,120Amount classified as long-term

$
4,738


$
7,358     For the Year EndedDecember 31,2005


2004


2003Gilead Sciences, Inc.

$
5,600


$
1,400


$
Tanabe Seiyaku Co., Ltd.


285



261



Watson Pharmaceuticals, Inc.


335



921



1,841  F-15




---



##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Sale of
    Discontinued Operation    Statements
    of Operations
  January 1through


Year EndedApril 20,


December 31,2004


2003Product sales

$
1,965


$
6,168Cost of sales


961



3,323Gross profit


1,004



2,845Operating expenses


742



2,330Income from discontinued operations

$
262


$
515   Balance
    Sheet
  April 20,2004Cash, cash equivalents and
    short-term investments

$
633Accounts receivable


788Inventories


689Total assets

$
2,110Current liabilities

$
1,266Net equity of Genelabs Diagnostics
    Pte. Ltd.


844Total liabilities and net equity

$
2,110  F-16




---



##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Income
    Taxes      2005


2004Deferred tax assets:Net operating loss carryforwards

$
70,500


$
66,900Deferred revenue


3,200



4,600Research credits


3,900



3,700Capitalized research expenditures


3,900



2,400Capital loss carryforwards


1,200



900Other individually immaterial
    items, net


800



1,000Total deferred tax assets


83,500



79,500Valuation allowance for deferred
    tax assets


(83,500
)


(79,500
)Net deferred tax assets

$



$
         9.  401(k)
    Savings Plan
   F-17




---



##### Table of Contents



ExhibitNo.

Exhibit Title3.01

Registrants Amended and
    Restated Articles of Incorporation (incorporated herein by
    reference to Exhibit 3.01 to Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2001).3.02

Registrants Certificate of
    Amendment of Articles of Incorporation (incorporated herein by
    reference to Exhibit 3.2 to Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2003).3.03

Registrants Certificate of
    Amendment of Articles of Incorporation dated December 14,
    2005.3.04

Registrants Amended and
    Restated Bylaws (incorporated herein by reference to
    Exhibit 3.02 to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000 (the 2000
    Form 10-K)).4.01

Specimen Certificate for
    Registrants Common Stock.10.01

Registrants 1995 Stock
    Option Plan, as amended to date (incorporated herein by
    reference to Exhibit 10.07 of Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 1997).**10.02

Registrants 2001 Stock
    Option Plan, as amended December 19, 2005.**10.03

Registrants Amended and
    Renewed 1994 Annual and Long-Term Incentive Based Compensation
    Plan (incorporated herein by reference to Exhibit 10.04 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003).**10.04

Registrants 2001 Employee
    Stock Purchase Plan as amended December 19, 2005.**10.05

Form of Registrants
    Indemnity Agreement entered into by Registrant with certain
    officers and directors (incorporated herein by reference to
    Exhibit 10.04 to Registrants Registration Statement
    on
    Form S-1
    filed with the Commission on April 29, 1991 (File
    No. 33-40120)
    (the
    Form S-1)).**10.06

Industrial Net Lease Agreement by
    and between Registrant and Lincoln Property Company N.C., Inc.
    dated July 29, 1986, as amended to date (incorporated
    herein by reference to Exhibit 10.06 to the
    Form S-1).10.07

Amendment to Lease by and between
    Registrant and Metropolitan Life Insurance Company, successor to
    Lincoln Property Company N.C., dated as of September 25,
    2002 (incorporated herein by reference to Exhibit 10.19 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002 (the
    Third Quarter 2002
    Form 10-Q)).10.08

Agreement, dated as of
    January 26, 1996, by and between Registrant and
    Dr. Edgar G. Engleman (incorporated herein by reference to
    Exhibit 10.15 to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1996 (the 1996
    Form 10-K)).*10.09

License Agreement, dated as of
    October 1, 1993, by and between Registrant and Stanford
    University (incorporated herein by reference to
    Exhibit 10.16 to the 1996
    Form 10-K).*10.10

Joint Investment Agreement for
    formation of Genelabs Biotechnology Co., Ltd., a company
    organized under the laws of Taiwan, Republic of China
    (incorporated herein by reference to Exhibit 10.28 to
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1995 (the 1995
    Form 10-K).*10.11

Technology Transfer Agreement,
    dated as of November 21, 1995, by and between Registrant
    and Genelabs Biotechnology Co., Ltd. (incorporated herein by
    reference to Exhibit 10.29 to the 1995
    Form 10-K).*10.12

Collaboration and License
    Agreement made as of November 12, 2000 by and between
    Registrant and Watson Pharmaceuticals, Inc. (incorporated herein
    by reference to Exhibit 10.17 to the 2000
    Form 10-K).*10.13

Agreement entered into by
    Registrant with Irene A. Chow, Ph.D., as of January 3,
    2002 (incorporated herein by reference to Exhibit 10.17 of
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001).**10.14

Form of Agreement entered into by
    Registrant with certain employees of Registrant (incorporated
    herein by reference to Exhibit 10.18 of the 2001
    Form 10-K).**10.15

Toll Manufacturing and Supply
    Agreement dated as of August 30, 2002 between Registrant
    and Patheon, Inc. (incorporated herein by reference to
    Exhibit 10.20 to the Third Quarter 2002
    Form 10-Q).*




---



##### Table of Contents



ExhibitNo.

Exhibit Title10.16

License and Collaboration
    Agreement made as of January 28, 2004 by and between
    Registrant and Tanabe Seiyaku Co., Ltd. (incorporated herein by
    reference to Exhibit 10.17 to Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2004).*10.17

License and Research Collaboration
    Agreement entered into on September 29, 2004 by and between
    Registrant and Gilead Sciences, Inc. (incorporated herein by
    reference to Exhibit 10.18 to Registrants Quarterly Report
    on
    Form 10-Q
    for the quarter ended September 30, 2004).*10.18

Heads of Agreement, dated
    August 27, 1992, by and between Registrant and SmithKline
    Beecham p.l.c. (Heads of Agreement)
    (incorporated herein by reference to Exhibit 10.19 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1992).*10.19

Second Amendment to Heads of
    Agreement (incorporated herein by reference to
    Exhibit 10.13 to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1998).*10.20

Offer letter entered into between
    Registrant and Irene A. Chow, Ph.D., dated March 9,
    2004 (incorporated herein by reference to Exhibit 10.21 to
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004).**10.21

Discretionary incentive
    arrangement between Registrant and Irene A. Chow, Ph.D., as
    of January 27, 2005 described in Registrants Current
    Report on
    Form 8-K
    filed February 2, 2005.**21.01

List of Subsidiaries.23.01

Consent of Independent Registered
    Public Accounting Firm.31.1

Certification of Chief Executive
    Officer pursuant to
    Rules 13a-14(a)
    and
    15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.31.2

Certification of Chief Financial
    Officer pursuant to
    Rules 13a-14(a)
    and
    15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.32.1

Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     *
    
    Confidential treatment has been granted with respect to certain
    portions of this document.**
    
    Indicates management contract or compensatory plan, contract or
    arrangement.