S-8

As filed with the Securities and Exchange Commission on August 8, 2008

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

HALOZYME THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 88-0488686
(I.R.S. Employer
Identification No.)

11388 Sorrento Valley Road, San Diego, CA 92121
(Address of Principal Executive Offices)

HALOZYME THERAPEUTICS, INC. 2008 OUTSIDE DIRECTORS’ STOCK PLAN
HALOZYME THERAPEUTICS, INC. 2008 STOCK PLAN
(Full Title of the Plans)

David A. Ramsay
11388 Sorrento Valley Road
San Diego, CA 92121
(Name and Address of Agent For Service)

(858) 794-8889
(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o  Accelerated filer þ  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
	Amount to be		Offering Price per		Aggregate Offering		Amount of
Title of Securities to be Registered	Registered (1)(2)		Share (3)		Price (3)		Registration Fee
Common Stock $0.001 par value per share, to be issued pursuant to the 2008 Outside Directors’ Stock Plan		600,000	$	8.14	$	4,884,000	$	191.94
Common Stock $0.001 par value per share, to be issued pursuant to the 2008 Stock Plan		5,000,000	$	8.14	$	40,700,000	$	1,599.51
Total		5,600,000	$	8.14	$	45,584,000	$	1,791.45

(1)	Each share of Common Stock includes a right to purchase one one-thousandth of a share of Series A Preferred Stock of the Registrant under the terms of the Amended Rights Agreement between Corporate Stock Transfer, as rights agent, and the Registrant, dated November 12, 2007, which may be amended and restated from time to time. Any value attributable to this right is reflected in the market price of the Common Stock, and the right generally is issued for no additional consideration. Accordingly, there is no offering price for this right and no registration fee is required.
(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes such indeterminable number of additional shares as may be issued as a result of an adjustment to the shares by reason of a stock split, stock dividend or similar capital adjustment, as required by Halozyme Therapeutics, Inc. 2008 Outside Directors’ Stock Plan and Halozyme Therapeutics, Inc. 2008 Stock Plan (collectively, the “Plans”).
(3)	This estimate is computed in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee, and is based on the average of the high and low prices of the Registrant’s common stock on August 4, 2008, as reported on the NASDAQ Global Market.

TABLE OF CONTENTS

PART I
PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.2
EXHIBIT 23.3

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The information specified by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing information specified in Part I will be sent or given to the participants in the Plans covered by this registration statement as required by Rule 428(b).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Halozyme Therapeutics, Inc. (the “Registrant”) hereby incorporates by reference in this registration statement the following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

     (a) The Registrant’s annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, containing audited financial statements for the Registrant’s fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 14, 2008 (“2007 Annual Report”).

     (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above.

     (c) The description of the Registrant’s Common Stock contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

     (d) The Amended Rights Agreement between Corporate Stock Transfer, as rights agent, and the Registrant, dated November 12, 2007, included in the Registrant’s 2007 Annual Report.

     All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

     Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

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Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended.

     As permitted by the Delaware General Corporation Law, the Registrant’s certificate of incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit.

     As permitted by the Delaware General Corporation Law, the Registrant’s bylaws provide that (1) it is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions, (2) the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law, (3) the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions and (4) the rights conferred in the Registrant’s bylaws are not exclusive.

     The Registrant has entered into indemnification agreements with each of its directors and executive officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in its certificate of incorporation and to provide additional procedural protections. The Registrant also intends to enter into indemnification agreements with any new directors and executive officers in the future. At present, there is no pending litigation or proceeding involving any of the Registrant’s directors, officers, employees, or agents where indemnification by the Registrant will be required or permitted, and the Registrant is not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

     The indemnification provisions in the Registrant’s certificate of incorporation, the Registrant’s bylaws and the indemnification agreements entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

     The Registrant’s officers and directors are covered by insurance policies indemnifying them against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacity.

Item 7. Exemption from Registration Claimed

     Not Applicable.

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Item 8. Exhibits

Exhibit No.	Description
4.1(1)	Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on October 7, 2007.
4.2(1)	Bylaws
4.3(2)	Amended Rights Agreement between Corporate Stock Transfer, as rights agent, and Registrant, dated November 12, 2007
5.1	Opinion of DLA Piper US LLP
23.1	Consent of DLA Piper US LLP (filed as part of Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP
23.3	Consent of Independent Registered Public Accounting Firm — Cacciamatta Accountancy Corporation
24	Power of Attorney (included on the signature page to this registration statement)
99.1(3)#	Halozyme Therapeutics, Inc. 2008 Outside Directors’ Stock Plan
99.2(3)#	Halozyme Therapeutics, Inc. 2008 Stock Plan

(1)	Incorporated by reference to the Registrant’s definitive proxy statement filed with the SEC on Form DEF14A on October 11, 2007.
(2)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed March 14, 2008.
(3)	Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed March 19, 2008.
#	Indicates management contract or compensatory plan.

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports

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filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in this registration statement.

(b)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 8^th day of August, 2008.

HALOZYME THERAPEUTICS, INC.
By:	/s/ Jonathan E. Lim, M.D.
	Jonathan E. Lim, M.D.
	President and Chief Executive Officer

POWER OF ATTORNEY

     Know all persons by these presents, that each person whose signature appears below constitutes and appoints Jonathan E. Lim and David A. Ramsay, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute or substituted, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title(s)	Date
/s/ Jonathan E. Lim, M.D. Jonathan E. Lim, M.D.	President, Chief Executive Officer, and Director (Principal Executive Officer)	August 8, 2008
/s/ David A. Ramsay David A. Ramsay	Secretary, Chief Financial Officer (Principal Financial and Accounting Officer)	August 8, 2008
/s/ Robert L. Engler, M.D. Robert L. Engler, M.D.	Director	August 8, 2008
/s/ Kathryn E. Falberg Kathryn E. Falberg	Director	August 8, 2008
/s/ Gregory I. Frost, Ph.D. Gregory I. Frost, Ph.D.	Director	August 8, 2008
/s/ Randal J. Kirk Randal J. Kirk	Director	August 8, 2008
/s/ John S. Patton, Ph.D. John S. Patton, Ph.D.	Director	August 8, 2008
/s/ Steven T. Thornton Steven T. Thornton	Director	August 8, 2008

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INDEX TO EXHIBITS

Exhibit No.	Description
4.1(1)	Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on October 7, 2007.
4.2(1)	Bylaws
4.3(2)	Amended Rights Agreement between Corporate Stone Transfer, as rights agent, and Registrant, dated November 12, 2007
5.1	Opinion of DLA Piper US LLP
23.1	Consent of DLA Piper US LLP (filed as part of Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP
23.3	Consent of Independent Registered Public Accounting Firm — Cacciamatta Accountancy Corporation
24	Power of Attorney (included on the signature page to this registration statement)
99.1(3)#	Halozyme Therapeutics, Inc. 2008 Outside Directors’ Stock Plan
99.2(3)#	Halozyme Therapeutics, Inc. 2008 Stock Plan

(1)	Incorporated by reference to the Registrant’s definitive proxy statement filed with the SEC on Form DEF14A on October 11, 2007.
(2)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed March 14, 2008.
(3)	Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed March 19, 2008.
#	Indicates management contract or compensatory plan.

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EX-5.1

EXHIBIT 5.1

DLA Piper US LLP
4365 Executive Drive, Suite 1100,
San Diego, CA 92121-2189
T (858) 677-1400
F (858) 677-1477
W www.dlapiper.com

August 8, 2008

Halozyme Therapeutics, Inc.
11388 Sorrento Valley Road
San Diego, CA 92121

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Halozyme Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance from time to time of up to 600,000 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), pursuant to awards granted or to be granted under the Halozyme Therapeutics, Inc. 2008 Outside Directors’ Stock Plan, and of up to 5,000,000 shares of Common Stock pursuant to awards granted or to be granted under the Halozyme Therapeutics, Inc. 2008 Stock Plan (together with the Halozyme Therapeutics, Inc. 2008 Outside Directors’ Stock Plan, the “Plans”). The 5,600,000 shares of Common Stock issuable under the Plans are hereinafter referred to as the “Shares.”

In connection herewith, we have examined and relied without independent investigation as to matters of fact upon such certificates of public officials, such statements and certificates of officers of the Company and originals or copies certified to our satisfaction of the Registration Statement, each of the Plans, the Amended and Restated Certificate of Incorporation and the Bylaws of the Company as now in effect and minutes of all pertinent meetings and actions of the Board of Directors of the Company and of the Compensation Committee of the Board of Directors of the Company.

In rendering this opinion, we have assumed the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that the issuance of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and each of the applicable Plans. The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock as were approved by the Company’s stockholders for issuance under each of the Plans. The Company has also covenanted and we have also assumed that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the Shares in accordance with each of the Plans, the number of Shares which are then issuable and deliverable upon the settlement of awards under each of the Plans.

We are members of the Bar of the State of California, and we do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing) and the federal law of the United States of America. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for purposes of this opinion that the laws of such jurisdiction are identical to the aforementioned state laws of the State of Delaware. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any non-U.S. jurisdiction.

This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us and as of such date. In addition, in rendering this opinion, we assume no obligation to revise, update or supplement this opinion (i) should the present aforementioned laws of the State of Delaware or federal laws of the United States of America be changed by legislative action, judicial decision or otherwise, or (ii) to reflect any facts or circumstances which may hereafter come to our attention.

Based upon, subject to and limited by the foregoing, we are of the opinion and so advise you that the Shares have been duly authorized and, when issued and delivered in accordance with the terms of each of the applicable Plans, will be, validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
 

/s/ DLA Piper US LLP  

DLA PIPER US LLP 

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in the Registration Statement (Form S-8 to be filed on or about August 8, 2008) pertaining to the Halozyme Therapeutics, Inc. 2008 Outside Directors’ Stock Plan and the Halozyme Therapeutics, Inc. 2008 Stock Plan, of our reports dated March 12, 2008, with respect to the consolidated financial statements of Halozyme Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2007 and the effectiveness of internal control over financial reporting of Halozyme Therapeutics, Inc., filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP  

San Diego, California
August 4, 2008

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in the Registration Statement (Form S-8 to be filed on or about August 8, 2008) pertaining to the Halozyme Therapeutics, Inc. 2008 Outside Directors’ Stock Plan and the Halozyme Therapeutics, Inc. 2008 Stock Plan, of our report dated March 12, 2006, with respect to the consolidated financial statements of Halozyme Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

/s/ CACCIAMATTA ACCOUNTANCY CORPORATION  

Santa Ana, California
August 8, 2008