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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, 2007Oro

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:
  Title of Each Class of Securities

Name of Each Exchange on Which ListedCommon Stock, no par value

The Nasdaq Stock Market LLC 
    (Nasdaq Capital Market)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company 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 Factors.Item 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 and Corporate Governance.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, and Director Independence.Item 14. Principal Accounting Fees and Services.PART IVItem 15. Exhibits, Financial Statement Schedules.SIGNATURESPOWER OF ATTORNEYINDEX TO CONSOLIDATED FINANCIAL STATEMENTSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF OPERATIONSCONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITYCONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSEXHIBIT 21.01EXHIBIT 23.01EXHIBIT 31.01EXHIBIT 31.02EXHIBIT 32.01EXHIBIT 32.02    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 into fiscal year
    2010;
    our future cash resources, expenditures and our ability to
    obtain additional funding for our business plans;
    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 virus
    and other research programs;
    plans, programs, progress, and potential success regarding our
    existing or potential collaborators and licensees, including
    Gilead Sciences, Inc. for nucleoside compounds against
    hepatitis C virus, Novartis for non-nucleoside compounds
    against hepatitis C virus, GlaxoSmithKline for hepatitis E
    vaccine, and, for
    Prestaratm,
    Genovate Biotechnology Co., Ltd., Teva Pharmaceutical Industries
    Ltd., and Watson Pharmaceuticals, Inc.;
    whether we will be able to successfully externalize the
    development and financial responsibility for Prestara;
    our expectation that our costs, other than equity-based
    compensation expense, will increase moderately compared to 2007
    expenses if we maintain our same level of operations;
    our ability, or our collaborators ability, to achieve any
    of the milestones contained in our agreements;
    further actions or developments relating to Prestara
    (prasterone), our investigational drug for Systemic Lupus
    Erythematosus, and its New Drug Application; and
    the securing and defense of intellectual property rights
    important to our business.  Form 10-K Form 10-K
 1




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Corporate
    History, Headquarters and Website Information
  (650) 369-9500. Form 10-K, Form 10-Q, Form 8-K
   2




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PART I
 
  Item 1.
    Business.  Overview
             3




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Drug
    Discovery Research
    Drug Discovery Process.
  and/or
   4




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Hepatitis C Virus.
          
    established a high-throughput cell-free enzyme assay for HCV RNA
    polymerase;
    established a cell-based assay that 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 tested in human cells;
    written and submitted multiple patent applications claiming
    compounds with activity against HCV, from which eight
    U.S. patents relative to the NS5b enzyme issued between
    2006 and 2007;
    initiated preclinical studies in both HCV polymerase research
    projects; and
    entered into research collaboration and license agreements with
    Gilead Sciences, Inc. for the nucleoside HCV program and with
    Novartis Institutes for BioMedical Research for the
    non-nucleoside HCV program. 5




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Licensed HCV Programs.
      Unlicensed HCV Programs.
     6




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Hepatitis
    E Vaccine
  Background.
    HEV Licenses. follow-up
     7




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##### Table of Contents



Development
    of Prestara for Systemic Lupus Erythematosus
    tm tm
    12-months.
    Licensing of Prestara.
 8




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Genovate Biotechnology Co., Ltd.
  Legacy
    Technologies
  Linker-Aided DNA Amplification. paid-up,
  HCV Diagnostic Licenses.
  Patents
    ® tm Form 10-K
 9




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Government
    Regulation
    Research and Development.
  Preclinical Testing.
  Clinical Trials.
  Manufacturing.
  Marketing and Distribution.
  Sales.
 10




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Employees
     
  Item 1A.
    Risk
    Factors.  Form 10-K.
  Risks
    Related to Genelabs
  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
    that may not be available.
        Our
    existing collaborations may fail. We expect to seek additional
    collaborative arrangements, which may not be available to us, to
    develop and commercialize our drug candidates in the future.
    Even if we are able to establish acceptable collaborative
    arrangements in the future, they may not be
    successful.
    and/or and/or
 11




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and/or and/or and/or
  Although
    we met the standards for continued listing on the Nasdaq Capital
    Market as of the end of the 2007 fiscal year, our share price
    has recently traded below $1.00. There is no guarantee that we
    will be able to regain compliance with these standards and avoid
    delisting in the future, which may substantially decrease the
    value of your investment in Genelabs.
    Many
    of our drug candidates are still in the early stages of
    development, and all of our drug candidates remain subject to
    clinical testing and regulatory approval. If we are unable to
    identify drug candidates that are successfully developed and
    tested, we will not be successful.
  and/or
  
    offer therapeutic or other improvement over existing competitive
    drugs;
    be proven safe and effective in clinical trials;
    meet applicable regulatory standards;
    be capable of being produced in commercial quantities at
    acceptable costs; or
    if approved for commercial sale, be successfully commercialized.   12




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The
    financial terms of future collaborative or licensing
    arrangements could result in dilution of our share
    value.
    We may
    be unable to obtain patents or protect our intellectual property
    rights, or others could assert their patents against
    us.
          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.
   13




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The
    results of our clinical trial of Prestara, Genelabs drug
    candidate for systemic lupus erythematosus, were not positive,
    substantially decreasing the probability that Prestara will ever
    be approved for marketing and thus diminishing our business
    prospects.
        We
    face substantial competition, which may result in others
    discovering, developing or commercializing drugs before or more
    successfully than us.
   14




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We may
    be unsuccessful in finding a collaboration partner for Prestara,
    which could harm our ability to recover our investment in
    Prestara.
    
    Prestaras history of failed clinical trials;
    The costs and duration of a study, which may be adversely
    affected by the following factors, among other risks discussed
    throughout this report:  
    the absence of a suitable contract manufacturer
    the absence of an existing supply of Prestara drug compound
    suitable for use in a clinical trial
    a limited pool of suitable patients available for a trial
    future exposure to market risk for changes in foreign currency
    exchange rates;  
    The inherent risks associated with clinical trials and
    regulatory approval;
    Limited scope and duration of intellectual property rights to
    Prestara (prasterone);
    The fact that we do not own the marketing rights to Prestara in
    North America and Asia (except Japan); and
    General market conditions.    Difficulties
    in financing and integrating future in-licensed or acquired drug
    programs could have a material adverse impact on our future
    growth.
  and/or
  
    the difficulty and expense of assimilating any related
    technology and personnel;
    our inability to maintain any related relationship with key
    third parties;
    potential exposure to legal claims relating to the licensed
    program; and
    the diversion of our managements attention from our
    existing programs 15




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We may
    be unable to attract or retain key personnel.
        Our
    facilities are located near an earthquake fault, and an
    earthquake could disrupt our operations and adversely effect our
    financial results.
    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.
   16




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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.
    Risks
    Relating to Owning Our Stock
  Because
    our stock is volatile, the value of your investment in Genelabs
    may substantially decrease.
      
    progress of our products through the regulatory process;
    results of preclinical studies and clinical trials;
    announcements of technological innovations or new products by us
    or our competitors;
    government regulatory actions affecting our products or our
    competitors products in the United States or foreign
    countries;
    developments or disputes concerning patent or proprietary rights;
    historical or anticipated fluctuations in our operating results;
    comments or estimates made by securities analysts;
    general market conditions for emerging growth, biotechnology and
    pharmaceutical companies;
    broad market fluctuations; and
    economic conditions in the United States or abroad. 17




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Because
    the average daily trading volume of our common stock is low, the
    ability to sell our shares in the secondary trading market may
    be limited.
    Exercise
    of outstanding options and warrants will dilute shareholders and
    could decrease the market price of our Common
    Stock.
    Changes
    in securities laws and regulations may increase our
    costs.
    We may
    incur significant costs from class action
    litigation.
   
  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.    High


Low20061st Quarter

$
2.30


$
1.732nd Quarter


2.55



0.703rd Quarter


1.67



1.014th Quarter


1.89



1.3120071st Quarter

$
2.11


$
1.262nd Quarter


2.67



1.613rd Quarter


2.40



1.744th Quarter


2.10



1.18         Equity
    Compensation Plan Information
  Number of SecuritiesRemaining Available forWeighted-Average


Future IssuanceNumber of Securities to be


Exercise Price


Under EquityIssued Upon Exercise of


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


3,558,000


$
4.05



2,421,000Stock Purchase Plan










791,000Equity compensation plans not approved by security holders










Total


3,558,000


$
4.05



3,212,000    19




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Recent
    Sales of Unregistered Securities.
     20




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PERFORMANCE
    MEASUREMENT COMPARISON
    COMPARISON
    OF CUMULATIVE TOTAL RETURN ON INVESTMENT
  
  Index Description


12/31/02


12/31/03


12/31/04


12/31/05


12/31/06


12/31/07Genelabs Technologies, Inc.



100.0




167.5




71.0




21.9




17.3




15.0NASDAQ Stock Market



100.0




149.5




162.7




166.2




182.6




198.0NASDAQ Pharmaceuticals



100.0




146.6




156.1




171.9




168.3




177.0    21




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Item 6.
    Selected
    Financial Data.  Form 10-K.
  Years Ended December 31,2007


2006


2005


2004


2003(In thousands, except per share amounts)Consolidated Statement of Operations Data:Total revenue

$
16,880


$
11,209


$
6,849


$
5,556


$
2,916Research and development expenses


14,993



13,620



12,205



15,113



16,838General and administrative expenses


6,745



7,008



5,958



6,505



6,484Loss from continuing operations


(2,335
)


(8,685
)


(10,842
)


(15,793
)


(20,322
)Net loss


(2,335
)


(8,685
)


(10,842
)


(13,511
)


(19,807
)Loss per common share from continuing operations


(0.07
)


(0.41
)


(0.61
)


(0.90
)


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


(0.07
)


(0.41
)


(0.61
)


(0.77
)


(1.55
)   December 31,2007


2006


2005


2004


2003(In thousands)Consolidated Balance Sheet Data:Cash, cash equivalents, current restricted cash and short-term
    investments

$
37,575


$
18,560


$
10,211


$
26,508


$
26,530Working capital


31,314



9,831



5,458



18,999



22,379Total assets


42,894



22,072



12,661



29,383



29,866Shareholders equity


32,704



3,006



2,347



12,947



22,815  
  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
    2008 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 2008 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.
   22




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Form 10-K,
  Critical
    Accounting Policies
    Revenue Recognition.
       23




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Form 10-K. Form 10-K and/or
  Accounting for Employee Stock Options.
 24




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Results
    of Operations
  Years
    Ended December 31, 2007 and 2006
  Summary
    
    higher revenue recognized from the up-front payments received
    under our collaborations with Novartis, Gilead and Tanabe after
    we shortened the related revenue recognition periods for these
    arrangements during 2007;
    higher revenue from ongoing research funding under our
    collaboration with Novartis that began in June 2006; and
    2006 expenses that did not recur in 2007, including:  
    financial advisory and other fees related to signing the
    Novartis collaboration in 2006; and
    expenses for our employee incentive bonus compensation program
    after we met board-specified criteria resulting in the removal
    of payment contingencies in 2006.    
    decreased revenue from ongoing research funding under our
    collaboration with Gilead after the research phase ended in
    September 2007;
    increased drug discovery expenses as a result of an increase in
    the number of scientists that we employ; and
    a gain recognized upon disposition of our remaining equity
    investment in Genovate Biotechnology Co.   25




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##### Table of Contents



Revenue
    2007


2006Contract revenue:HCV non-nucleoside compound drug discovery research
    collaboration (Novartis)

$
8,138


$
4,335HCV nucleoside compound drug discovery research collaboration
    (Gilead)


6,470



5,690Prestara collaborations (Watson Pharmaceuticals, Inc. and Tanabe
    Seiyaku Co., Ltd.)


1,343



512Total contract revenue


15,951



10,537Royalty revenue


929



672Total revenue

$
16,880


$
11,209     Critical Accounting Policies
  Critical Accounting Policies
  Critical Accounting Policies
    Operating
    Expenses
    2007


2006


ChangeResearch and development

$
14,993


$
13,620



+10
%General and administrative


6,745



7,008



−4
%Total operating expenses

$
21,738


$
20,628



+5
%  26




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Research
    and Development Expenses
      Research
    and Development Expenses by Project
    2007


2006


ChangeDrug discovery (Hepatitis C virus, or HCV)

$
9,218


$
7,507



+23
%Drug development (Prestara)


756



640



+18
%Support costs and other research and development


5,019



5,473



−8
%Total research and development

$
14,993


$
13,620



+10
%   Drug
    Discovery
     27




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Drug
    Development (Prestara)
        Support
    Costs and Other Research and Development
    2007


2006


ChangeFacility rent, net of sublease income

$
826


$
1,051



−21
%Salaries and benefits for lab and facility support personnel


833



861



−3
%Insurance, depreciation and property taxes


766



795



−4
%Utilities, maintenance and security


649



666



−3
%Lab equipment, services and sundry supplies


196



213



−8
%Allocation of incentive bonus compensation


871



1,128



−23
% 28




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##### Table of Contents



2007


2006


ChangeAllocation of equity-based compensation


751



650



+16
%Other costs


127



109



+17
%Total support and other research and development costs

$
5,019


$
5,473



−8
%           General
    and Administrative
      Nonoperating
    Income
      Years
    Ended December 31, 2006 and 2005
  Summary
    
    higher revenue recognized as a result of our collaboration with
    Novartis that was signed in 2006; and
    lower expenses for the development of Prestara. 29




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
    increased drug discovery expenses for our HCV drug discovery
    programs;
    increased general and administrative expenses for financial
    advisory and other fees related to the collaboration with
    Novartis;
    increased expenses for our employee incentive bonus compensation
    program; and
    increased expenses upon the adoption of a new accounting
    standard that requires recording the estimated value of
    stock-based compensation in the statement of operations.  Revenue
    2006


2005Contract revenue:HCV nucleoside compound drug discovery research collaboration
    (Gilead)

$
5,690


$
5,600HCV non-nucleoside compound drug discovery research
    collaboration (Novartis)


4,335



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


512



620Total contract revenue


10,537



6,220Royalty revenue


672



629Total revenue

$
11,209


$
6,849       Operating
    Expenses
    2006


2005


ChangeResearch and development

$
13,620


$
12,205



+12
%General and administrative


7,008



5,958



+18
%Total operating expenses

$
20,628


$
18,163



+14
%  30




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##### Table of Contents



Research
    and Development Expense
    2006


2005


ChangeDrug discovery (Hepatitis C virus, or HCV)

$
7,507


$
5,880



+28
%Drug development (Prestara)


640



2,584



−75
%Support costs and other research and development


5,473



3,741



+46
%Total research and development

$
13,620


$
12,205



+12
%   scale-up
      General
    and Administrative
    Non-operating
    Income
    Liquidity
    and Capital Resources
       31




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Contractual
    Obligations
        One toLess than


Three


Three toOne Year


Years


Five Years


Total(In thousands)Operating lease

$
942


$
2,059


$
1,020


$
4,021   Recent
    Accounting Pronouncements
  No. 157-2, FAS 157-2). FAS 157-2
   32




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##### Table of Contents



No. 07-3, (EITF 07-3), EITF 07-3 EITF 07-03 EITF 07-3
  EITF 07-1 (EITF 07-1), EITF 07-1 EITF 07-1
 
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   
  Item 8.
    Consolidated
    Financial Statements and Supplementary Data.  page F-1 Form 10-K.
    December 31


September 30


June 30


March 31(In thousands, except per share amounts)2007 Quarter Ended:Total revenue

$
3,950


$
4,640


$
4,705


$
3,585Research and development expenses


3,977



3,335



3,785



3,896General and administrative expenses


1,755



1,672



1,640



1,678Net loss


(1,324
)


(88
)


(408
)


(515
)Net loss per common share  basic and diluted


(0.03
)


0.00



(0.01
)


(0.02
)2006 Quarter Ended:Total revenue

$
3,583


$
3,602


$
2,319


$
1,705Research and development expenses


2,742



3,231



4,058



3,589General and administrative expenses


1,456



1,299



2,656



1,597Net loss


(356
)


(633
)


(4,297
)


(3,390
)Net loss per common share  basic and diluted


(0.02
)


(0.03
)


(0.24
)


(0.19
)  
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.   33




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Item 9A.
    Controls
    and Procedures.  (a) Evaluation
    of Disclosure Controls and Procedures.
  Rules 13a-15(e) 15d-15(e)
  (b) Managements
    Annual Report on Internal Control Over Financial
    Reporting.
  Rule 13a-15(f)
  Internal Control  Integrated
    Framework
    (c) Changes
    in Internal Control Over Financial Reporting.
      Rules 13a-15 15d-15(f)
 
  Item 9B.
    Other
    Information.   34




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##### Table of Contents



PART III
 
  Item 10.
    Directors
    and Executive Officers and Corporate Governance.     
  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, and Director
    Independence.   
  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.
 35




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EXHIBIT INDEX
  Exhibit No.

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 (incorporated herein
    by reference to Exhibit 3.03 to Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005).3
.04

Registrants Amended and Restated Bylaws, dated
    November 16, 2007, (incorporated herein by reference to
    Exhibit 3.01 to Registrants Current Report on
    Form 8-K
    filed on November 21, 2007).4
.01

Specimen Certificate for Registrants Common Stock
    (incorporated herein by reference to Exhibit 4.01 to
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005).4
.02

Form of Common Stock Warrant (incorporated herein by reference
    to Exhibit 4.1 to Registrants Current Report on
    Form 8-K
    filed on September 26, 2007).10
.01

Registrants 1995 Stock Option Plan, as amended to date
    (incorporated herein by reference to Exhibit 10.07 to
    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 (incorporated herein by reference to
    Exhibit 10.02 to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 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, adopted by
    the Board of Directors on April 23, 2001, as amended
    December 19, 2005, as amended April 9, 2007
    (incorporated herein by reference to Exhibit B to
    Registrants Proxy Statement for the 2007 Annual Meeting,
    dated April 27, 2007).**10
.05

Registrants 2007 Omnibus Stock Incentive Plan
    (incorporated herein by reference to Exhibit A to
    Registrants Proxy Statement for the 2007 Annual Meeting,
    dated April 27, 2007).**10
.06

Registrants Annual Bonus Plan, dated August 10, 2007
    (incorporated herein by reference to Exhibit 10.04 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007).**10
.06

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
.07

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
.08

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
.09

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
.10

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
.11

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).* 36




---



##### Table of Contents



Exhibit No.

Exhibit Title10
.12

Agreement entered into by Registrant with Irene A.
    Chow, Ph.D., as of January 3, 2002 (incorporated
    herein by reference to Exhibit 10.17 to Registrants
    Annual Report on
    Form 10-K
    for the year ended December 31, 2001 (the 2001
    Form 10-K)).**10
.13

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
.14

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
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002).*10
.15

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
.16

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
.17

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
.18

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
.19

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.**10
.20

License and Research Collaboration Agreement between Registrant
    and Novartis Institutes for BioMedical Research, Inc. dated as
    of June 2, 2006 (incorporated herein by reference to
    Exhibit 10.22 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006).*10
.21

Securities Purchase Agreement, dated June 27, 2006
    (incorporated herein by reference to Exhibit 10.1 to
    Registrants Current Report on
    Form 8-K
    filed July 3, 2006).10
.22

Securities Purchase Agreement, dated February 8, 2007
    (incorporated herein by reference to Exhibit 10.01 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007).10
.23

Offer Letter entered into between Registrant and Frederick W.
    Driscoll, dated as of October 17, 2007 (incorporated herein
    by reference to Exhibit 10.01 to Registrants Current
    Report on
    Form 8-K
    filed on October 30, 2007).**21
.01

List of Subsidiaries.23
.01

Consent of Independent Registered Public Accounting Firm.24
.01

Power of attorney (included on signature page).31
.01

Certification of Acting Chief Executive Officer pursuant to
    Rules 13a-14(a)
    and 15d-14(a) promulgated under the Securities Exchange Act of
    1934, as amended.31
.02

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
.01

Certification of Acting Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.02

Certification of 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. 37




---



##### Table of Contents



SIGNATURES
    Genelabs Technologies,
    Inc.
  By:
    /s/  Irene
    A. Chow, Ph.D.   Executive Chairman of the Board*
   
  POWER OF
    ATTORNEY
  Form 10-K,
    Acting Principal Executive Officer:/s/  Irene
    A. Chow, Ph.D.Irene
    A. Chow, Ph.D.

Executive Chairman of the Board*

March 28, 2008Principal Finance and Accounting Officer:/s/  Frederick
    W. DriscollFrederick
    W. Driscoll

Chief Financial Officer and Principal Accounting Officer

March 28, 2008Additional Directors:/s/  Leslie
    J. Browne, Ph.D.Leslie
    J. Browne



March 28, 2008/s/  H.
    H. HaightH.
    H. Haight



March 28, 2008/s/  Alan
    Y. KwanAlan
    Y. Kwan



March 28, 2008/s/  Matthew
    J. PfefferMatthew
    J. Pfeffer



March 28, 2008   *
    
    Irene A. Chow, Ph.D. is currently serving as both the
    acting principal executive officer and Executive Chairman of the
    Board of Genelabs Technologies, Inc. 38




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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, 2007 and 2006


F-3Consolidated Statements of Operations for the Years Ended
    December 31, 2007, 2006 and 2005


F-4Consolidated Statement of Shareholders Equity for the
    Years Ended December 31, 2007, 2006 and 2005


F-5Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2007, 2006 and 2005


F-6Notes to Consolidated Financial Statements


F-7    F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             
    F-2




---



##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED BALANCE SHEETS
  December 31,2007


2006(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
37,575


$
18,560Trade accounts receivable


898



931Other accounts receivable


1,173



Prepaid expenses and other current assets


282



348Total current assets


39,928



19,839Property and equipment, net


2,854



1,011Long-term investment






960Long-term deposit


112



112Restricted cash






150$
42,894


$
22,072LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and other accrued liabilities

$
1,430


$
769Accrued compensation and related expenses


1,820



1,293Unearned contract revenue


5,364



7,946Total current liabilities


8,614



10,008Accrued compensation


228



427Other accrued liabilities


866



60Unearned contract revenue


482



8,571Total liabilities


10,190



19,066Commitments and contingenciesShareholders equity:Preferred stock, no par value, 4,990 shares authorized,
    none issued or outstanding at December 31, 2007 or 2006






Common stock, no par value, 125,000 shares authorized,
    43,256 and 24,166 shares issued and outstanding at
    December 31, 2007 and 2006, respectively


272,434



240,401Accumulated deficit


(239,730
)


(237,395
)Total shareholders equity


32,704



3,006$
42,894


$
22,072    F-3




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Years Ended December 31,2007


2006


2005(In thousands, except per share amounts)Revenue:Contract

$
15,951


$
10,537


$
6,220Royalty


929



672



629Total Revenue


16,880



11,209



6,849Operating expenses:Research and development


14,993



13,620



12,205General and administrative


6,745



7,008



5,958Total operating expenses


21,738



20,628



18,163Operating loss


(4,858
)


(9,419
)


(11,314
)Gain on sale of long-term investment


1,189







Interest and other income


1,334



734



485Interest expense










(13
)Net loss

$
(2,335
)

$
(8,685
)

$
(10,842
)Net loss per common share  basic and diluted

$
(0.07
)

$
(0.41
)

$
(0.61
)Weighted average shares outstanding to calculate basic and
    diluted net loss per common share


32,596



20,952



17,738    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, 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
)

$
2,347Net loss and comprehensive loss










(8,685
)


(8,685
)Shares and warrants issued under securities purchase agreement


6,122



8,238







8,238Shares issued under the employee stock purchase plan


226



269







269Stock-based compensation expense






837







837Balance, December 31, 2006


24,166


$
240,401


$
(237,395
)

$
3,006Net loss and comprehensive loss










(2,335
)


(2,335
)Shares and warrants issued under securities purchase agreement


5,814



9,114







9,114Shares and warrants issued under public offering


12,875



21,449







21,449Shares issued under the employee stock purchase plan


391



455







455Shares issued under stock options


10



18







18Stock-based compensation expense






997







997Balance, December 31, 2007


43,256


$
272,434


$
(239,730
)

$
32,704    F-5




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years Ended December 31,2007


2006


2005(In thousands)Cash flows from operating activities:Net loss

$
(2,335
)

$
(8,685
)

$
(10,842
)Adjustments to reconcile net loss to net cash provided by/(used
    in) operating activities:Depreciation expense


492



414



406Stock-based compensation expense


997



837



5Gain on sale of long-term investment


(1,189
)






Changes in assets and liabilities:Trade accounts receivable


33



(902
)


19Other accounts receivable


(1,173
)






Prepaid expenses and other assets


66



50



266Accounts payable, accrued liabilities, and accrued compensation


1,795



193



(2,602
)Unearned contract revenue


(10,671
)


8,559



(3,520
)Net cash provided by/(used in) operating activities


(11,985
)


466



(16,268
)Cash flows from investing activities:Proceeds from sale of long-term investment, net


2,149







Purchases of property and equipment


(2,335
)


(474
)


(266
)Restricted cash


150







Net cash used in investing activities


(36
)


(474
)


(266
)Cash flows from financing activities:Proceeds from issuance of common stock and warrants, net of
    issuance costs:Financing arrangements


30,563



8,238



Employee stock plans and exercise of stock options


473



269



237Net cash provided by financing activities


31,036



8,507



237Net increase/(decrease) in cash and cash equivalents


19,015



8,499



(16,297
)Cash and cash equivalents, beginning of the period


18,560



10,061



26,358Cash and cash equivalents, end of the period

$
37,575


$
18,560


$
10,061    F-6




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    December 31, 2006
    (tabular amounts in thousands, except per share data)
  1.
    Significant
    Accounting Policies  Business
    Description
    Basis
    of Presentation
      Revenue
    Recognition
      No. 00-21,
      Stock-Based
    Compensation
   F-7




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Comprehensive
    Loss
    Earnings
    per Share
    Cash,
    Cash Equivalents and Restricted Cash
      Fair
    Value of Financial Instruments
    Property
    and Equipment
   F-8




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Operating
    Lease Costs and Incentives
    Long-Term
    Investment
    Impairment
    of Long-Lived Assets
    Research
    and Development Expenses
    Income
    Taxes
      Recent
    Accounting Pronouncements
  No. 157-2, FAS 157-2). FAS 157-2
 F-9




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      No. 07-3, (EITF 07-3), EITF 07-3 EITF 07-03 EITF 07-3
  EITF 07-1 (EITF 07-1), EITF 07-1 EITF 07-1
  2.
    Property
    and Equipment    2007


2006Laboratory equipment

$
6,989


$
6,087Leasehold improvements


6,175



4,789Office and other equipment


2,664



2,61715,828



13,493Less accumulated depreciation and amortization


(12,974
)


(12,482
)$
2,854


$
1,011  F-10




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Commitments
    and Contingencies    MinimumLeaseCalendar Year Ending

Payments2008

$
9422009


1,0002010


1,0592011


1,020Total

$
4,021           4.
    Shareholders
    Equity  Common
    Stock
     F-11




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##### Table of Contents



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


ExerciseExpiration Date

Shares


PriceMay 2008


380


$
7.35October 2008


92



7.10August 2010


333



7.50June 2011


2,747



1.42February 2012


227



1.65February 2012


1,744



1.85October 2012


2,575



2.08Total and weighted average exercise price


8,098


$
2.15     5.
    Stock-Based
    Compensation  Employee
    Stock Plans
  Stock
    Option Plan.
    Employee
    Stock Purchase Plan.
   F-12




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-Based
    Compensation Information under SFAS 123 (prior to
    January 1, 2006)
    Net loss as reported

$
(10,842
)Stock-based employee compensation cost:Included in net loss as reported


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


(1,095
)Pro forma net loss

$
(11,937
)Net loss per common share as reported, basic and diluted

$
(0.61
)Pro forma net loss per common share, basic and diluted

$
(0.67
)       Share-Based
    Compensation Information under SFAS 123R (beginning
    January 1, 2006)
   F-13




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006Officers


Non-Officers


Officers


Non-OfficersWeighted-average estimated fair value of shares granted

$
1.58


$
1.57


$
1.41


$
1.38Risk-free interest rate


4.7
%


4.6
%


4.5
%


4.5
%Dividend yield


0.0
%


0.0
%


0.0
%


0.0
%Expected volatility


100.0
%


100.0
%


100.0
%


100.0
%Expected term (years)


6.75



5.75



6.75



5.75       Years Ended December 31,2007


2006Weighted-average estimated fair value of shares purchased

$
0.84


$
0.87Risk-free interest rate


4.8
%


4.8
%Dividend yield


0.0
%


0.0
%Expected volatility


100.0
%


100.0
%Expected term (years)


1.3



1.5        F-14




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006Research and development

$
751


$
650General and administrative


246



187Total share-based compensation expense


997



837Effect on net loss per common share, basic and diluted

$
(0.03
)

$
(0.04
)       Stock
    Option Activity
    WeightedAverageNumber of


ExerciseShares


PriceOutstanding at December 31, 2004


1,389


$
13.79Granted


684



3.33Exercised


(1
)


4.55Canceled


(326
)


13.64Outstanding at December 31, 2005


1,746


$
9.73Granted


776



1.72Exercised






Canceled


(399
)


10.09Outstanding at December 31, 2006


2,123


$
6.73Granted


1,975



1.94Exercised


(10
)


1.87Canceled


(530
)


6.95Outstanding at December 31, 2007


3,558


$
4.05    F-15




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##### Table of Contents



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


Weighted





Weighted


WeightedNumber of


Average


Average


Number of


Average


AverageOptions


Remaining


Exercise


Options


Remaining


ExerciseRange of Exercise Prices

Outstanding


Term


Price


Exercisable


Term


Price$ 0.77 - $ 1.90


367



9.5 years


$
1.59



43






$
1.39$ 1.91 - $ 1.95


396



7.0 years


$
1.91



189






$
1.91$ 1.96 - $ 1.96


1,478



8.5 years


$
1.96



5






$
1.96$ 1.97 - $ 2.64


456



7.8 years


$
2.24



259






$
2.34$ 2.65 - $ 7.40


363



5.4 years


$
5.09



337






$
5.16$ 7.41 - $12.60


362



3.8 years


$
10.46



361






$
10.45$12.61 - $35.40


136



2.1 years


$
25.89



136






$
25.89$ 0.77 - $35.40


3,558



7.3 years


$
4.05



1,330



5.1 years


$
7.57     6.
    Collaborative
    Agreements    Novartis
    Institutes for BioMedical Research
    Gilead
    Sciences, Inc.
   F-16




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Watson
    Pharmaceuticals, Inc.
  tm
  Mitsubishi
    Tanabe Pharma Corporation
      At December 31,2007


2006Novartis Institutes for BioMedical Research

$
5,243


$
10,081Watson Pharmaceuticals, Inc.


603



723Gilead Sciences, Inc.






4,490Tanabe Seiyaku Co., Ltd.






1,223Total unearned contract revenue


5,846



16,517Amount classified as current


5,364



7,946Amount classified as long-term

$
482


$
8,571  F-17




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006


2005Novartis Institutes for BioMedical Research

$
8,138


$
4,335


$
Gilead Sciences, Inc.


6,470



5,690



5,600Tanabe Seiyaku Co., Ltd.


1,223



231



285Watson Pharmaceuticals, Inc.


120



281



335   7.
    Income
    Taxes      2007


2006Deferred tax assets:Net operating loss carryforwards

$
66,638


$
65,800Deferred revenue


2,338



6,600Research and other credits


6,425



8,200Capitalized research and development expenditures


3,443



3,900Capital loss carryforwards


772



1,200Other individually immaterial items, net


487



600Total deferred tax assets


80,103



86,300Valuation allowance for deferred tax assets


(80,103
)


(86,300
)Net deferred tax assets

$



$
        F-18




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2007Balance at January 1, 2007

$
2,996Increase (decrease) for prior year tax positions


Increase (decrease) for current year tax positions


395Decreases for settlements with tax authorities


Decreases for lapses of statutes of limitation


(68
)Balance at December 31, 2007

$
3,323     8.
    401(k)
    Savings Plan   F-19




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Disposition
    of Long-Term Investment   F-20




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

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 (incorporated herein
    by reference to Exhibit 3.03 to Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005).3
.04

Registrants Amended and Restated Bylaws, dated
    November 16, 2007, (incorporated herein by reference to
    Exhibit 3.01 to Registrants Current Report on
    Form 8-K
    filed on November 21, 2007).4
.01

Specimen Certificate for Registrants Common Stock
    (incorporated herein by reference to Exhibit 4.01 to
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005).4
.02

Form of Common Stock Warrant (incorporated herein by reference
    to Exhibit 4.1 to Registrants Current Report on
    Form 8-K
    filed on September 26, 2007).10
.01

Registrants 1995 Stock Option Plan, as amended to date
    (incorporated herein by reference to Exhibit 10.07 to
    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 (incorporated herein by reference to
    Exhibit 10.02 to Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 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, adopted by
    the Board of Directors on April 23, 2001, as amended
    December 19, 2005, as amended April 9, 2007
    (incorporated herein by reference to Exhibit B to
    Registrants Proxy Statement for the 2007 Annual Meeting,
    dated April 27, 2007).**10
.05

Registrants 2007 Omnibus Stock Incentive Plan
    (incorporated herein by reference to Exhibit A to
    Registrants Proxy Statement for the 2007 Annual Meeting,
    dated April 27, 2007).**10
.06

Registrants Annual Bonus Plan, dated August 10, 2007
    (incorporated herein by reference to Exhibit 10.04 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007).**10
.06

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
.07

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
.08

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
.09

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
.10

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
.11

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
.12

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




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##### Table of Contents



Exhibit No.

Exhibit Title10
.13

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
.14

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
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002).*10
.15

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
.16

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
.17

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
.18

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
.19

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.**10
.20

License and Research Collaboration Agreement between Registrant
    and Novartis Institutes for BioMedical Research, Inc. dated as
    of June 2, 2006 (incorporated herein by reference to
    Exhibit 10.22 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006).*10
.21

Securities Purchase Agreement, dated June 27, 2006
    (incorporated herein by reference to Exhibit 10.1 to
    Registrants Current Report on
    Form 8-K
    filed July 3, 2006).10
.22

Securities Purchase Agreement, dated February 8, 2007
    (incorporated herein by reference to Exhibit 10.01 to
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007).10
.23

Offer Letter entered into between Registrant and Frederick W.
    Driscoll, dated as of October 17, 2007 (incorporated herein
    by reference to Exhibit 10.01 to Registrants Current
    Report on
    Form 8-K
    filed on October 30, 2007).**21
.01

List of Subsidiaries.23
.01

Consent of Independent Registered Public Accounting Firm.24
.01

Power of attorney (included on signature page).31
.01

Certification of Acting Chief Executive Officer pursuant to
    Rules 13a-14(a)
    and 15d-14(a) promulgated under the Securities Exchange Act of
    1934, as amended.31
.02

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
.01

Certification of Acting Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.02

Certification of 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.