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, 17th 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.

 



 


*                      Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

 

**               Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

 

***        Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.

 



 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 10th day of November 2005.

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

 

 

 

/s/ Timothy P. Mowdy

 

 

Timothy P. Mowdy

 

Vice President

 



 

EXHIBIT 6

 

November 10, 2005

 

 

Securities and Exchange Commission

Washington, D.C.  20549

 

Gentlemen:

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefore.

 

 

 

Very truly yours,

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

 

 

 

/s/ Timothy P. Mowdy

 

 

Timothy P. Mowdy

 

Vice President

 



 

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