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Rigel Pharmaceuticals' Stockholders Approve Financing and Other Related Proposals at Annual Stockholders’ Meeting

South San Francisco, CA - June 20, 2003

Rigel Pharmaceuticals, Inc. (Nasdaq: RIGL) announced today that it received stockholder approval at the June 20 annual meeting of its stockholders for all eight proposals submitted for stockholder vote and identified in Rigel’s 2003 proxy statement. Among the proposals receiving approval were Rigel’s recently announced financing, a reverse stock split and changes in Rigel’s stock option plans.

Rigel had previously announced that it had entered into a definitive agreement on April 29, 2003 to raise $46 million, pending stockholder approval, from leading biotechnology venture capital investors MPM Capital, Frazier Healthcare, Alta Partners and HBM BioVentures. Rigel anticipates that the financing will be completed next week.

"We are exceptionally pleased that our stockholders have overwhelmingly supported this financing and have endorsed our mission," said James M. Gower, Chairman and CEO of Rigel. "We are excited about the opportunities before us. With the completion of this financing now imminent, we are planning to pursue proof of efficacy in humans with three promising drug candidates. Our candidate for allergic rhinitis, R112, is already in phase I/II clinical studies. We intend to file an IND to initiate a phase I clinical trial for a novel potential treatment of hepatitis C late this year and to begin clinical studies with a third product candidate for rheumatoid arthritis in 2004."

Proxy Proposals Approved At the June 20 annual meeting, Rigel’s stockholders approved eight proposals which are as follows with the stockholder vote in favor of each proposal listed as a percentage of the total shares outstanding:

1. The terms of the financing with MPM Capital, Frazier Healthcare, Alta Partners and HBM BioVentures was approved by approximately 82% of shares outstanding.
2. The amendment of Rigel’s certificate of incorporation to effect a reverse stock split of Rigel’s outstanding common stock of not less than 1-for-2 and not more than 1-for-20 and the authorization of Rigel’s board of directors to select the final ratio and effect the split was approved by approximately 82% of outstanding shares.
3. An amendment to Rigel’s 2000 Equity Incentive Plan to (a) increase the aggregate number of shares of common stock authorized for issuance under such plan, (b) add an evergreen feature that provides for automatic annual increases in the total number of shares authorized for issuance under such plan and (c) combine Rigel’s 2001 Non-Officer Equity Incentive Plan with Rigel’s 2000 Equity Incentive Plan and terminate its 2001 Non-Officer Equity Incentive Plan was approved by approximately 72% of outstanding shares.
4. An amendment to Rigel’s 2000 Non-Employee Directors' Stock Option Plan to (a) increase the aggregate number of shares of common stock authorized for issuance under such plan and (b) increase the size of automatic and annual option grants under such plan was approved by approximately 73% of shares outstanding.
5. An amendment to Rigel’s 2000 Employee Stock Purchase Plan to (a) increase the aggregate number of shares of common stock authorized for issuance under such plan and (b) amend the evergreen feature of such plan was approved by approximately 77% of shares outstanding.
6. The repricing, at the discretion of Rigel’s board of directors, of outstanding options to purchase shares of Rigel’s common stock issued under its 2000 Equity Incentive Plan, 2001 Non-Officer Equity Incentive Plan and 2000 Non-Employee Directors' Stock Option Plan was approved by approximately 72% of the shares outstanding.
7. The re-election James M. Gower and Donald G. Payan as directors to hold office until Rigel’s 2006 annual meeting of stockholders was approved by approximately 87% of the shares outstanding.
8. The selection by Rigel’s audit committee of Ernst & Young LLP as independent auditors of Rigel for the fiscal year ending December 31, 2003 was approved by approximately 92% of the shares outstanding.

Rigel’s board of directors will determine and announce the specifics of the reverse split in the next several days. Once the reverse split has been effected, Rigel anticipates that the financing will close shortly thereafter. Upon the closing of the financing, two additional members of Rigel’s board of directors will be appointed.

About Rigel (www.rigel.com)
Rigel's mission is to become a source of novel, small-molecule drugs to meet large, unmet medical needs. Rigel has identified three lead product development programs: mast cell inhibition to treat immunologic diseases such as asthma/allergy and autoimmune disorders, antiviral agents to treat hepatitis C, and ligases, a new class of cancer drug targets. Rigel has begun clinical testing of its first product candidate, for allergic rhinitis, and plans to begin clinical trials of two additional drug candidates for the treatment of hepatitis C and rheumatoid arthritis within the next twelve months. The company's business model is to develop a portfolio of drug candidates and to take these through phase II clinical trials, after which Rigel intends to seek partners for completion of clinical evaluation, regulatory approval and marketing. Rigel's approach to drug discovery is based on advanced, proprietary functional genomics techniques that allow the company to identify targets with a demonstrable role in a disease pathway and to efficiently screen for those that are likely to be amenable to drug modulation.

This press release contains "forward-looking" statements, including statements related to Rigel's business model, pending transactions, drug development programs and clinical trial plans. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as "plans," "intends," “expects,” “anticipates” and similar expressions are intended to identify these forward-looking statements. There are a number of important factors that could cause Rigel's results to differ materially from those indicated by these forward-looking statements, including risks associated with the timing and success of clinical trials as well as the risks detailed from time to time in Rigel's SEC reports, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 and Annual Report on Form 10-K, as amended, for the year ended December 31, 2002. Rigel does not undertake any obligation to update forward-looking statements.