COLLABORATION AGREEMENT





       THIS COLLABORATION AGREEMENT (the "Agreement") is entered into as of

December 4, 1998 (the "Effective Date") by and between RIGEL PHARMACEUTICALS,

INC., a Delaware corporation ("Rigel") with its offices at 772 Lucerne Drive,

Sunnyvale, California 94086, and JANSSEN PHARMACEUTICA N.V., a Belgian

corporation ("Janssen") with offices at Turnhoutseweg 30, 2340 Beerse, Belgium

(Rigel and Janssen individually referred to as "Party", and collectively as

"Parties").



                                      RECITALS



       WHEREAS, Rigel is a leader in the discovery and validation of functional

peptide-target interactions regulating the cell cycle in specific tumor cells;

and



       WHEREAS, Janssen is engaged in the research, development, marketing,

manufacture and distribution of pharmaceutical compounds useful in treating or

preventing human diseases and conditions; and



       WHEREAS, Rigel and Janssen desire to enter into a collaborative

relationship to conduct research to identify novel targets for drug discovery,

as generally described in the Research Plan, with Janssen developing and

commercializing any compounds resulting therefrom; and



       WHEREAS, Rigel and Janssen agree that they will conduct the research

under this Agreement on a collaborative basis with a goal of discovering and

identifying products that are suitable for commercialization; and



       WHEREAS, Johnson & Johnson Development Corporation has agreed to purchase

and Rigel has agreed to sell one million five hundred thousand (1,500,000)

shares of Rigel Series D Preferred Stock with a total value of US$3 million

pursuant to a stock purchase agreement between the Parties of even date herewith

(the "Stock Purchase Agreement"); and



       WHEREAS, if the research collaboration is successful, the resulting

compounds may have a broad range of applications, particularly in the diagnosis,

therapeutic treatment and/or prevention of certain tumors and other diseases;



       NOW, THEREFORE, in consideration of the foregoing and the covenants and

promises contained in this Agreement, the Parties agree as follows:



1.     DEFINITIONS





                                      1.



{PAGE}





       As used herein, the following terms shall have the following meanings:



       1.1    "ACTIVE PEPTIDE" shall mean a molecule which changes cellular

function in an assay specified by the RMC.



       1.2    "AFFILIATE" shall mean any company or entity controlled by,

controlling, or under common control with a Party hereto and shall include

without limitation any company fifty percent (50%) or more of whose voting stock

or participating profit interest is owned or controlled, directly or indirectly,

by a Party, and any company which owns or controls, directly or indirectly,

fifty percent (50%) or more of the voting stock of a Party.



       1.3    "CONFIDENTIAL INFORMATION" shall mean all information

(generally not known to the public), inventions, know-how or data disclosed

by a Party to the other pursuant to this Agreement including, without

limitation, Rigel Know-How, Janssen Know-How, manufacturing, marketing,

financial, personnel, scientific and other business information and plans,

and the material terms of this Agreement, whether in oral, written, graphic

or electronic form.



       1.4    "CONTROL" shall mean the possession of the ability to grant a

license or sublicense to know-how and patents without violating the terms of any

agreement or other arrangement with, or the rights of, any Third Party.



       1.5    "DATE OF FIRST SALE" means the day on which Janssen, its Affiliate

or its sublicensee first sells a Product to a Third Party in an arm's length

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