UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

HALOZYME THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State of incorporation)		88-0488686 (I.R.S. Employer Identification No.)

11588 Sorrento Valley Road, Suite 17
San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

Title of each class		Name of each exchange on which
to be so registered		each class is to be registered
Common Stock, $0.001 Par Value		The Nasdaq Stock Market LLC

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Not applicable

None

 

 

Item 1. Description of Registrant’s Securities to be Registered

          The capital stock of Halozyme Therapeutics, Inc. (the “Company”) to be registered on The Nasdaq Stock Market LLC is the Company’s Common Stock with a par value of $0.001 per share.

          The description of the Company’s Common Stock contained in the Company’s prospectus dated December 14, 2005, as a part of the Registration Statement on Form S-3, File No. 333-125731, is incorporated by reference, subject to the rights described in the following sentence and provided that 150,000,000 shares of Common Stock are now authorized and 71,913,411 shares of Common Stock were outstanding as of April 30, 2007. In addition, the description of the rights held by each share of Company Common Stock pursuant to the Company’s Stockholder Rights Plan, as set forth in the Company’s Form 8-K filed on May 8, 2006, is also incorporated by reference.

Item 2. Exhibits

          Not applicable.

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: May 9, 2007