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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): December 13, 1996




                           GENELABS TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Charter)




         California                  0-19222                     94-3010150
(State or Other Jurisdiction   (Commission File No.)            (IRS Employer
      of Incorporation)                                      Identification No.)



                               505 Penobscot Drive
                             Redwood City, CA 94063
                    (Address of Principal Executive Offices)



       Registrant's telephone number, including area code: (415) 369-9500










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Item 5.  Other Events

Genelabs Technologies, Inc. (the "Company") has entered into a Collaborative
Research and License Agreement with The DuPont Merck Pharmaceutical Company
("DuPont Merck"), dated December 13, 1996 (the "Agreement").

The Agreement covers the establishment of a collaboration using certain Company
technology, including its MERLIN(TM) assay, directed toward the potential
discovery of gene regulating DNA-binding drugs for human therapeutic
applications. The Agreement provides that each party will contribute compounds
and chemistries which it currently has or develops during the course of the
collaboration, and in the case of DuPont Merck, for three years after the
collaboration, into a monomer database. The Agreement further provides that each
party may use the monomer database independently for the discovery of lead
compounds for pharmaceutical products. The primary goals of the collaboration
are to create the monomer database, to use the monomer database to create lead
compounds, and to create small molecule gene regulating DNA-binding
pharmaceuticals from such lead compounds. The Agreement provides that each party
can develop and commercialize pharmaceutical products or sublicense lead
compounds to other parties. DuPont Merck will have certain exclusive rights to
pharmaceutical products resulting from the collaboration.

The Agreement provides for research funding as well as a modest up-front payment
to the Company. In addition, the Company will receive payments for milestones
reached for each gene target and royalty payments for each successful product
resulting from the collaboration. The Agreement also provides that the Company
will pay to DuPont Merck a fee from the net proceeds received for compounds
covered by the collaboration that are outlicensed or sublicensed by Genelabs to
others and a royalty for any such compound that the Company markets itself. The
initial term of the research program extends through December 31, 1998, and may
be extended for three consecutive additional one-year terms at DuPont Merck's
option provided minimum research funding levels are committed.




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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       Genelabs Technologies, Inc.



Dated:   December 20, 1996             By:     /S/ JAMES A.D. SMITH
                                           -----------------------------------
                                                   James A.D. Smith
                                                Chief Operating Officer



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