Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association		94-1347393
(Jurisdiction of incorporation or		(I.R.S. Employer
organization if not a U.S. national		Identification No.)
bank)

101 North Phillips Avenue
Sioux Falls, South Dakota		57104
(Address of principal executive offices)		(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

RIGEL PHARMACEUTICALS, INC.

(Exact name of obligor as specified in its charter)

Delaware		94-3248524
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1180 Veterans Boulevard
South San Francisco, CA		94080
(Address of principal executive offices)		(Zip code)

Senior Debt Securities
(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.

	Comptroller of the Currency
	Treasury Department
	Washington, D.C. 20230

	Federal Deposit Insurance Corporation
	Washington, D.C. 20429

	Federal Reserve Bank of San Francisco
	San Francisco, California 94120

(b)	Whether it is authorized to exercise corporate trust powers.

	The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.	Not applicable.

Item 16. List of Exhibits.	List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.	See Exhibit 2

Exhibit 4.	Copy of By-laws of the trustee as now in effect.***

Exhibit 5.	Not applicable.

Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.	Not applicable.

Exhibit 9.	Not applicable.

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2005, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	13,712
Interest-bearing balances		1,968
Securities:
Held-to-maturity securities		0
Available-for-sale securities		24,158
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		1,518
Securities purchased under agreements to resell		905
Loans and lease financing receivables:
Loans and leases held for sale		32,024
Loans and leases, net of unearned income	249,760
LESS: Allowance for loan and lease losses	2,336
Loans and leases, net of unearned income and allowance		247,424
Trading Assets		6,313
Premises and fixed assets (including capitalized leases)		3,676
Other real estate owned		125
Investments in unconsolidated subsidiaries and associated companies		330
Customers’ liability to this bank on acceptances outstanding		94
Intangible assets
Goodwill		8,613
Other intangible assets		9,109
Other assets		14,151

Total assets		$	364,120

LIABILITIES
Deposits:
In domestic offices		$	255,501
Noninterest-bearing	81,024
Interest-bearing	174,477
In foreign offices, Edge and Agreement subsidiaries, and IBFs		28,344
Noninterest-bearing	3
Interest-bearing	28,341
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		9,370
Securities sold under agreements to repurchase		3,423

	Dollar Amounts
	In Millions
Trading liabilities	4,966
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	10,763
Bank’s liability on acceptances executed and outstanding	94
Subordinated notes and debentures	7,038
Other liabilities	10,508

Total liabilities	$	330,007

Minority interest in consolidated subsidiaries	64

EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	520
Surplus (exclude all surplus related to preferred stock)	24,521
Retained earnings	8,517
Accumulated other comprehensive income	491
Other equity capital components	0

Total equity capital	34,049

Total liabilities, minority interest, and equity capital	$	364,120

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Martin

Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Howard Atkins
Carrie Tolstedt	Directors
Pat Callahan

	Very truly yours,

	WELLS FARGO BANK, NATIONAL ASSOCIATION


	/s/ Timothy P. Mowdy
	Timothy P. Mowdy
	Vice President