##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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, 2006Oro

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(State or other
    jurisdiction of
    incorporation or organization)

94-3010150(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.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 31.1EXHIBIT 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 into fiscal year
    2009;
    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, Novartis
    for non-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 tm
   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 tested in human cells;
    written and submitted multiple patent applications claiming
    compounds with activity against HCV;
    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.  follow-up
   4




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##### Table of Contents



Licensing of HCV Nucleosides.
  Licensing of HCV Non-Nucleosides.
  Development
    of Prestara for Systemic Lupus Erythematosus
  tm tm tm GL02-01,
 5




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##### Table of Contents



Lupus and the Clinical Rationale Behind
    Prestara tm .
    Background of Prestaras
    Development.
  Arthritis and Rheumatism.
  intent-to-treat Arthritis and Rheumatism.
  GL95-02
 6




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




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Licensing of
    Prestara tm
  Genovate Biotechnology Co., Ltd. tm
  Hepatitis
    E Vaccine
  Background.
    HEV Licenses. follow-up
   8




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##### Table of Contents



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




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##### Table of Contents



® 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 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.
      Our
    collaborations may fail.
  and/or
 11




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and/or and/or
  and/or and/or and/or
  Our
    research programs are in an early stage and may not successfully
    produce commercial products.
  tm
  We
    face substantial competition which may result in others
    discovering, developing or commercializing drugs before or more
    successfully than us.
     12




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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.
    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 thus
    diminishing our business prospects.
  tm tm tm
  tm tm
  Our
    outside suppliers and manufacturers for
    Prestaratmare 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.
  tm tm tm
 13




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##### Table of Contents



tm
  
    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;
    The inability or refusal of the manufacturers to meet our needs
    for any reason, such as loss or damage to facilities or labor
    disputes;
    The manufacture of product that is defective in any
    manner; and
    The competing demands on the contract manufacturers
    capacity, for example, shifting manufacturing priorities to
    their own products or more profitable products for other
    customers;  We may
    be unable to obtain patents or protect our intellectual property
    rights, or others could assert their patents against
    us.
    tm tm
  tm
  We may
    be unable to attract or retain key personnel.
   14




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Although
    we currently meet the standards for continued listing on the
    Nasdaq Capital Market, there is no guarantee that we will
    continue to meet these standards in the future and if we are
    delisted the value of your investment in Genelabs may
    substantially decrease.
  Form 10-Q,
  Our
    facilities are located near an earthquake fault, and an
    earthquake could disrupt our operations and adversely effect
    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.
   15




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##### Table of Contents



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;
    actual or anticipated fluctuations in our operating results;
    changes in our financial estimates 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. 16




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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.
    We may
    incur significant costs from class action
    litigation.
    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.
   
  Item 2.
    Properties.   
  Item 3.
    Legal
    Proceedings.   
  Item 4.
    Submission
    of Matters to a Vote of Security Holders.   17




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


Low20051st Quarter

$
6.15


$
2.952nd Quarter


3.55



1.803rd Quarter


3.35



2.354th Quarter


3.30



1.7020061st Quarter

$
2.30


$
1.732nd Quarter


2.55



0.703rd Quarter


1.67



1.014th Quarter


1.89



1.31         Equity
    Compensation Plan Information
  Number of SecuritiesNumber of Securities


Weighted-Average


Remaining Available forto be Issued Upon


Exercise Price of


Future Issuance UnderExercise of


Outstanding


Equity CompensationOutstanding Options,


Options,


Plans (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


2,123,000


$
6.73



466,000Stock Purchase Plan










182,000Equity compensation plans not
    approved by security holders










Total


2,123,000


$
6.73



648,000    18




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


12/31/01


12/31/02


12/31/03


12/31/04


12/31/05


12/31/06Genelabs Technologies, Inc.



100.0




91.4




153.0




64.9




20.0




15.8NASDAQ Stock Market



100.0




69.1




103.4




112.5




114.9




126.2NASDAQ Pharmaceuticals



100.0




64.6




94.7




100.9




111.1




108.7    19




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Item 6.
    Selected
    Financial Data.  Form 10-K
  Years Ended December 31,2006


2005


2004


2003


2002(In thousands, except per share amounts)Statement of Operations
    Data:Total revenue

$
11,209


$
6,849


$
5,556


$
2,916


$
3,645Research and development expenses


13,620



12,205



15,113



16,838



13,987General and administrative expenses


7,008



5,958



6,505



6,484



6,079Loss from continuing operations


(8,685
)


(10,842
)


(15,793
)


(20,322
)


(16,080
)Net loss


(8,685
)


(10,842
)


(13,511
)


(19,807
)


(15,950
)Loss per common share from
    continuing operations


(0.41
)


(0.61
)


(0.90
)


(1.59
)


(1.56
)Net loss per common share


(0.41
)


(0.61
)


(0.77
)


(1.55
)


(1.55
)   December 31,2006


2005


2004


2003


2002(In thousands)Balance Sheet Data:Cash, cash equivalents, current
    restricted cash and short-term investments

$
18,560


$
10,211


$
26,508


$
26,530


$
6,570Working capital


9,771



5,458



18,999



22,379



2,684Total assets


22,072



12,661



29,383



29,866



9,765Shareholders equity


3,006



2,347



12,947



22,815



2,714  
  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
    2007 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 2007 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.
       20




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tm . 12-month 12-month
       21




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Critical
    Accounting Policies
    Revenue Recognition.
       22




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Form 10-K. Form 10-K
  Accounting for Employee Stock Options.
   23




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Results
    of Operations
  Years
    Ended December 31, 2006 and 2005
  Summary.
  
    higher revenue as a result of the collaboration with
    Novartis; and
    lower expenses for the development of
    Prestaratm,
    our investigational new drug for lupus, including a 2006
    reversal of certain costs previously accrued under to the program    
    increased drug discovery expenses for our HCV drug discovery
    programs, including preclinical development and
    scaled-up
    synthesis costs for the non-nucleoside program prior to the
    licensing agreement with Novartis;
    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 after we met board-specified criteria resulting in the
    removal of payment contingencies earlier this year; 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 Sciences, Inc.)

$
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



6,220Royalties


672



629Total revenue

$
11,209


$
6,849    24




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##### Table of Contents



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
%     Research
    and Development Expenses  Background
  tm
 25




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##### Table of Contents



Research
    and Development Expenses by Project
    2006


2005


ChangeDrug discovery (Hepatitis C virus,
    or HCV)

$
7,507


$
5,880



+28
%Drug development
    (Prestaratm)


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
%   Drug
    Discovery
    scale-up
       26




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##### Table of Contents



Drug
    Development
    (Prestara tm )
    tm
    Support
    Costs and Other Research and Development
    2006


2005Facility rent, net of sublease
    income

$
1,051


$
1,088Salaries and benefits for lab and
    facility support personnel


861



897Insurance, depreciation and
    property taxes


795



891Utilities, maintenance and security


666



736Lab equipment, services and sundry
    supplies


213



213Allocation of incentive bonus
    compensation


1,128



(153
)Allocation of stock-based
    compensation


650



Other items


109



69Total support and other research
    and development costs

$
5,473


$
3,741      27




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##### Table of Contents



General
    and Administrative
      Nonoperating Income.
  Years
    Ended December 31, 2005 and 2004
  Introduction.
  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      28




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##### Table of Contents



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
%     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
   29




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##### Table of Contents



Drug
    Development
    (Prestara tm )
    Support
    Costs and Other Research and Development
    General
    and Administrative
    Nonoperating Income.
    Liquidity
    and Capital Resources
       30




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##### Table of Contents



Other
    Contractual Arrangements.
        Less Than


One to


Three toOne Year


Three Years


Five Years


Total(In thousands)Operating leases

$
883


$
1,942


$
2,079


$
4,904  
  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)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


(365
)


(633
)


(4,297
)


(3,390
)Net loss per share


(0.02
)


(0.03
)


(0.24
)


(0.19
)   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



1,421Net loss


(2,271
)


(2,845
)


(2,885
)


(2,841
)Net loss per share


(0.13
)


(0.16
)


(0.16
)


(0.16
)    
  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)
  Rules 13a-15 15d-15(f)
 32




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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.
   33




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##### Table of Contents



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

Registrants Amended and
    Restated Bylaws (incorporated herein by reference to
    Exhibit 3.01 to Registrants Current Report on
    Form 8-K
    filed on January 29, 2007).4
.01

Specimen Certificate for
    Registrants Common Stock (incorporated herein by reference
    to Exhibit 4.01 of Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005).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 (incorporated
    herein by reference to Exhibit 10.02 of 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 as amended December 19, 2005
    (incorporated herein by reference to Exhibit 10.04 of
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 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
.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).*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).* 34




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##### Table of Contents



ExhibitNo.

Exhibit Title10
.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.**10
.22

License and Research Collaboration
    Agreement between the 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).*21
.01

List of Subsidiaries.23
.01

Consent of Independent Registered
    Public Accounting Firm.31
.1

Certification of Chief Executive
    Officer and acting 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 acting Chief Financial Officer pursuant to
    Rules 13a-14(a)
    and
    15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.     *
    
    Confidential treatment has been granted with respect to certain
    portions of this document.**
    
    Indicates management contract or compensatory plan, contract or
    arrangement. 35




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##### 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 22, 2007Acting Principal Finance and
    Accounting Officer:/s/  James
    A.D. SmithJames
    A.D. Smith

Acting Chief Financial Officer
    and
    Principal Accounting Officer

March 22, 2007Additional
    Directors:/s/  Irene
    A. ChowIrene
    A. Chow

Chairman

March 22, 2007/s/  Arthur
    Gray, Jr.Arthur
    Gray, Jr.



March 22, 2007/s/  H.
    H. HaightH.
    H. Haight



March 22, 2007/s/  Alan
    Y. KwanAlan
    Y. Kwan



March 22, 2007  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, 2006 and 2005


F-3Consolidated Statements of
    Operations for the Years Ended December 31, 2006, 2005 and
    2004


F-4Consolidated Statement of
    Shareholders Equity for the Years Ended December 31,
    2006, 2005 and 2004


F-5Consolidated Statements of Cash
    Flows for the Years Ended December 31, 2006, 2005 and 2004


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




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED BALANCE SHEETS
  December 31,2006


2005(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
18,560


$
10,061Restricted cash






150Accounts receivable


931



29Prepaid expenses and other current
    assets


348



510Total current assets


19,839



10,750Property and equipment, net


1,011



951Long-term investment


960



960Long-term deposit


112



Restricted cash


150



$
22,072


$
12,661LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and other accrued
    liabilities

$
769


$
608Accrued compensation and related
    expenses


1,293



789Accrued manufacturing costs






675Unearned contract revenue


7,946



3,220Total current liabilities


10,008



5,292Accrued compensation


427



284Other accrued liabilities


60



Unearned contract revenue


8,571



4,738Total liabilities


19,066



10,314Commitments and contingenciesShareholders equity:Preferred stock, no par value,
    4,990 shares authorized, none issued or outstanding at
    December 31, 2006 or 2005






Common stock, no par value,
    125,000 shares authorized, 24,166 and 17,818 shares
    issued and outstanding at December 31, 2006 and 2005,
    respectively


240,401



231,057Accumulated deficit


(237,395
)


(228,710
)Total shareholders equity


3,006



2,347$
22,072


$
12,661    F-3




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Years Ended December 31,2006


2005


2004(In thousands, exceptper share amounts)Revenue:Contract

$
10,537


$
6,220


$
4,874Royalty


672



629



682Total revenue


11,209



6,849



5,556Operating expenses:Research and development


13,620



12,205



15,113General and administrative


7,008



5,958



6,505Total operating expenses


20,628



18,163



21,618Operating loss


(9,419
)


(11,314
)


(16,062
)Interest and other income


734



485



284Interest expense






(13
)


(15
)Loss from continuing operations


(8,685
)


(10,842
)


(15,793
)Discontinued operations:Income from diagnostics business










262Gain on sale of diagnostics
    business










2,020Net loss

$
(8,685
)

$
(10,842
)

$
(13,511
)Loss per common share from
    continuing operations  basic and diluted

$
(0.41
)

$
(0.61
)

$
(0.90
)Net loss per common
    share  basic and diluted

$
(0.41
)

$
(0.61
)

$
(0.77
)Weighted average shares
    outstanding to calculate basic and diluted net loss per common
    share


20,952



17,738



17,618    F-4




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##### Table of Contents



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





Accumulated


ShareholdersCommon Stock


Common Stock


Deficit


Equity(In thousands)Balance, 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
)

$
2,347Net loss and comprehensive loss










(8,685
)


(8,685
)Shares issued under private
    placement


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
)

$
3,006    F-5




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years Ended December 31,2006


2005


2004(In thousands)Cash flows from operating
    activities:Net loss

$
(8,685
)

$
(10,842
)

$
(13,511
)Adjustments to reconcile net loss
    to net cash provided by/(used in) operating activities:Depreciation and amortization
    expense


414



406



408Stock-based compensation expense


837



5



36Gain on sale of discontinued
    diagnostics business










(2,020
)Income of discontinued diagnostics
    business










(262
)Changes in assets and liabilities:Accounts Receivable


(902
)


19



3Other assets


50



266



8Accounts payable, accrued
    liabilities, and accrued compensation


193



(2,602
)


161Unearned contract revenue


8,559



(3,520
)


9,219Net cash provided by/(used in)
    operating activities


466



(16,268
)


(5,958
)Cash flows from investing
    activities:Purchases of property and equipment


(474
)


(266
)


(579
)Net cash received from sale of
    discontinued diagnostics business










2,908Restricted cash










(150
)Net cash (used in)/provided by
    investing activities


(474
)


(266
)


2,179Cash flows from financing
    activities:Proceeds from issuance of common
    stock and warrants, net of issuance costs:Private placement arrangements and
    exercise of warrants


8,238







2,843Employee stock plans and exercise
    of stock options


269



237



764Net cash provided by financing
    activities


8,507



237



3,607Net increase/(decrease) in cash
    and cash equivalents


8,499



(16,297
)


(172
)Cash and cash equivalents,
    beginning of the period


10,061



26,358



26,530Cash and cash equivalents, end of
    the period

$
18,560


$
10,061


$
26,358    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
             F-7




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Earnings
    per Share
    Stock-Based
    Compensation
          paid-in-capital
    Cash,
    Cash Equivalents and Restricted Cash
   F-8




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Property
    and Equipment
    Operating
    Lease Costs and Incentives
    Long-Term
    Investment
    Impairment
    of Long-Lived Assets
    Research
    and Development Expenses
    Income
    Taxes
   F-9




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Recent
    Accounting Pronouncements
      2.
    Property
    and Equipment    2006


2005Laboratory equipment

$
6,087


$
5,788Leasehold improvements


4,789



4,655Office and other equipment


2,617



2,72513,493



13,168Less accumulated depreciation and
    amortization


(12,482
)


(12,217
)$
1,011


$
951   3.
    Commitments
    and Contingencies    MinimumLeaseCalendar Year Ending

Payments2007

$
8832008


9422009


1,0002010


1,0592011


1,020Total

$
4,904      F-10




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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



7.50June 2011


2,747



1.42Total and weighted average
    exercise price


3,552


$
2.77    F-11




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Stock-Based
    Compensation  Employee
    Stock Plans
  Employee Stock Purchase Plan.
  Stock Option Plan.
  Share-Based
    Compensation Information under SFAS 123 (prior to
    January 1, 2006)
    For the Year


For the YearEnded


EndedDecember 31,


December 31,2005


2004Net loss as reported

$
(10,842
)

$
(13,511
)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
)


(1,878
)Pro forma net loss

$
(11,937
)

$
(15,389
)Net loss per common share as
    reported, basic and diluted

$
(0.61
)

$
(0.77
)Pro forma net loss per common
    share, basic and diluted

$
(0.67
)

$
(0.87
)    F-12




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##### Table of Contents



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


AverageNumber of


Average


Fair Value ofStock Options Granted With an Exercise Price

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   Share-Based
    Compensation Information under SFAS 123R (beginning
    January 1, 2006)
      EmployeesWho areOfficers


Not OfficersRisk-free interest rate


4.5
%


4.5
%Dividend yield


0.0
%


0.0
%Expected volatility


100.0
%


100.0
%Expected term (years)


6.75



5.75       Risk-free interest rate


4.8
%Dividend yield


0.0
%Expected volatility


100.0
%Expected term (years)


1.5  F-13




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Research and development

$
650General and administrative


187Total share-based compensation
    expense

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

$
(0.04
)        F-14




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock
    Option Activity
    WeightedNumber of


AverageShares


Exercise PriceOutstanding 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



9.73Granted


776



1.72Exercised






Canceled


(399
)


10.09Outstanding at December 31,
    2006


2,123


$
6.73     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 - $ 2.00


682



9.3 years


$
1.71



12






$
1.68$ 2.01 - $ 2.50


313



8.9 years


$
2.34



162






$
2.34$ 2.51 - $ 5.00


325



7.5 years


$
4.31



266






$
4.34$ 5.01 - $10.00


268



5.7 years


$
8.09



261






$
8.09$10.01 - $20.00


423



4.0 years


$
12.45



400






$
12.45$20.01 - $35.40


112



3.2 years


$
31.81



112






$
31.81$ 0.77 - $35.40


2,123



7.1 years


$
6.73



1,213



5.7 years


$
10.05     6.
    Collaborative
    Agreements    Novartis Institutes for BioMedical
    Research.
 F-15




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##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gilead Sciences, Inc.
  Watson Pharmaceuticals, Inc. tm
  Tanabe Seiyaku Co., Ltd. tm
 F-16




---



##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      At December 31,2006


2005Novartis Institutes for BioMedical
    Research

$
10,081


$
Gilead Sciences, Inc.


4,490



5,500Tanabe Seiyaku Co., Ltd.


1,223



1,454Watson Pharmaceuticals, Inc.


723



1,004Total unearned contract revenue


16,517



7,958Amount classified as current


7,946



3,220Amount classified as long-term

$
8,571


$
4,738     For the Year Ended December 31,2006


2005


2004Novartis Institutes for BioMedical
    Research

$
4,335


$



$
Gilead Sciences, Inc.


5,690



5,600



1,400Tanabe Seiyaku Co., Ltd.


231



285



261Watson Pharmaceuticals, Inc.


281



335



921   7.
    Sale of
    Discontinued Operation    Statements
    of Operations
  January 1 ThroughApril 20, 2004Product sales

$
1,965Cost of sales


961Gross profit


1,004Operating expenses


742Income from discontinued operations

$
262  F-17




---



##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Income
    Taxes      2006


2005Deferred tax assets:Net operating loss carryforwards

$
65,800


$
70,500Deferred revenue


6,600



3,200Research credits


8,200



7,900Capitalized research expenditures


3,900



3,900Capital loss carryforwards


1,200



1,200Other individually immaterial
    items, net


600



800Total deferred tax assets


86,300



87,500Valuation allowance for deferred
    tax assets


(86,300
)


(87,500
)Net deferred tax assets

$



$
        F-18




---



##### Table of Contents



GENELABS
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    401(k)
    Savings Plan    10.
    Subsequent
    Events     F-19




---



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

Registrants Amended and
    Restated Bylaws (incorporated herein by reference to
    Exhibit 3.01 to Registrants Current Report on
    Form 8-K
    filed on January 29, 2007).4
.01

Specimen Certificate for
    Registrants Common Stock (incorporated herein by reference
    to Exhibit 4.01 of Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005).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 (incorporated
    herein by reference to Exhibit 10.02 of 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 as amended December 19, 2005
    (incorporated herein by reference to Exhibit 10.04 of
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 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
.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).*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).*




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##### Table of Contents



ExhibitNo.

Exhibit Title10
.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.**10
.22

License and Research Collaboration
    Agreement between the 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).*21
.01

List of Subsidiaries.23
.01

Consent of Independent Registered
    Public Accounting Firm.31
.1

Certification of Chief Executive
    Officer and acting 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 acting Chief Financial Officer pursuant to
    Rules 13a-14(a)
    and
    15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.     *
    
    Confidential treatment has been granted with respect to certain
    portions of this document.**
    
    Indicates management contract or compensatory plan, contract or
    arrangement.