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CORRESP
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CORRESP

Cleary Gottlieb Steen & Hamilton llp

ONE LIBERTY PLAZA

NEW YORK, NY 10006-1470

(212) 225-2000

FACSIMILE

    From

    Benet J. O’Reilly

    Date

    December 5, 2008

    Sender’s direct dial

    (212) 225-2746

    For retransmission

    212 225 3545

    Sender’s fax

    (212) 225-3999

    Total pages sent

    10

    To

    At

    Fax

    Phone

    Mellissa Duru

    SEC Division of Corporation Finance

    (202) 551-3757

    Re:

    Genelabs Technologies, Inc.

    Proposed Amendment No. 3 to Schedule TO-T filed December 3, 2008 by

    Gemstone Acquisition Corporation, SmithKline Beecham Corporation and

    GlaxoSmithKline plc File
No. 5-42078

Dear Ms. Duru:

     As discussed this morning, attached is a draft of the proposed Amendment No. 3 to the Schedule
TO in connection with the tender offer for Genelabs Technologies, Inc. The attached draft includes
the required disclosure that we would expect to include in the Schedule TO with respect SmithKline
Beechman Corporation if it is added as an offeror.

     We note that because of overlaps between the persons who serve as directors and executive
officers in the various GlaxoSmithKline affiliated entities filing the Schedule TO, the amendment
would only add to the Schedule TO new information with respect to three persons (Michael Corrigan,
Steven Werner and Audrey Klijian). We also note that the information with respect to two of these
three persons (Michael Corrigan and Audrey Klinjian) already was included in the Information
Statement pursuant to Section 14(f) of the Exchange Act included as an annex to the Schedule 14-D
filed by Genelabs Technologies, Inc. on November 12, 2008.

     Glaxo SmithKline plc estimates that the total amount of funds necessary to purchase all of the
outstanding shares of Genelabs pursuant to the offer will be approximately $57 million.
GlaxoSmithKline plc currently has a market capitalization of nearly $90 billion and, as of
September 30, 2008, held consolidated cash and cash equivalents in excess of $9 billion. In
addition, as indicated in the Schedule TO, GSK will provide or cause to be provided to Gemstone
Acquisition Corporation sufficient funds to consummate the tender offer.

Page 2

    From

    Benet J. O’Reilly

    Date

    December 5, 2008

     As a result, we do not believe that the additional disclosure relating to SmithKline Beecham
Corporation and its directors and executive officers is material to investors in considering
whether or not to tender shares into the offer.

     I will try to contact you this afternoon to discuss this amendment further.

Truly yours,

Benet O’Reilly

This facsimile message is being sent by or on behalf of a lawyer; it is intended for the exclusive
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                   Sender’s ID 13364

    Our ref. # 28930-067

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Amendment No. 3

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

GENELABS TECHNOLOGIES, INC.

(Name of Subject Company (Issuer))

Gemstone Acquisition Corporation,

SmithKline Beecham Corporation

and

GlaxoSmithKline plc

(Names of Filing Persons (Offerors))

Common Stock, no par value per share

(Title of Class of Securities)

368706206

(CUSIP Number of Class of Securities)

Carol G. Ashe, Esq.

GlaxoSmithKline

One Franklin Plaza (FP 2355)

200 N. 16th Street

Philadelphia, Pennsylvania 19102

(215) 741-4000

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Benet J. O’Reilly, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

CALCULATION OF FILING FEE

    Transaction Valuation*

    Amount of Filing Fee**

              $71,505,930.60

    $2,810.18

    *

    For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the transaction
valuation was calculated on the basis of (a) 55,004,562, the estimated maximum number of
shares of common stock, no par value per share, of Genelabs Technologies, Inc. (the “Shares”)
that may be acquired in this tender offer and merger (representing (i) 43,684,465 Shares
issued and outstanding, (ii) 3,693,966 Shares issuable upon the exercise of outstanding
options and (iii) 7,626,131 Shares issuable upon the exercise of outstanding warrants) and (b)
the offer price of $1.30 per Share.

    **

    The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934,
is calculated by multiplying the Transaction Valuation by .00003930.

    þ

    Check the box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.

    Amount Previously Paid: $2,244.33

    Filing Party: Gemstone Acquisition Corporation

and GlaxoSmithKline plc

    Form or Registration No.: Schedule TO

    Date Filed: November 12, 2008

    Amount Previously Paid: $565.85

    Filing Party: Gemstone Acquisition Corporation

and GlaxoSmithKline plc

    Form or Registration No.: Amendment No,
2 to Schedule TO

    Date Filed: December 3, 2008

    o

    Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

    þ

    third-party tender offer subject to Rule 14d-1.

    o

    issuer tender offer subject to Rule 13e-4.

    o

    going-private transaction subject to Rule 13e-3.

    o

    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender
offer: o

     This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed
with the Securities and Exchange Commission on December ___, 2008, amends and supplements the Tender
Offer Statement on Schedule TO filed on November 12, 2008, as amended by Amendment No. 1 filed on
November 21, 2008 and Amendment No. 2 filed on December 3, 2008 (the “Schedule TO”), and relates to
the offer by Gemstone Acquisition Corporation, a California corporation (“Purchaser”) and a
wholly-owned subsidiary of SmithKline Beecham Corporation, a Pennsylvania corporation (“SKB”) and a
wholly-owned subsidiary of GlaxoSmithKline plc, a public limited company organized under the laws
of England and Wales (“GSK”), to purchase all outstanding shares of common stock, no par value per
share (the “Shares”), of Genelabs Technologies, Inc., a California corporation (“Genelabs”), at a
price of $1.30 per Share, net to the seller in cash, without interest thereon and less any required
withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 12, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the “Offer”), which
are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
This Amendment is being filed on behalf of Purchaser, SKB and GSK.

     All information set forth in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule
TO is incorporated by reference in answer to Items 1 through 11 in the Schedule TO, except those
items as to which information is specifically provided herein. The Agreement and Plan of Merger,
dated as of October 29, 2008, by and among Purchaser, SKB and Genelabs, a copy of which is attached
as Exhibit (d)(1) to the Schedule TO, is incorporated herein by reference with respect to Items 4
through 11 of the Schedule TO.

Items 1-11.

The Offer to Purchase is hereby amended by adding SKB as a bidder as defined in Rule 14d-l(g)(2)
of Regulation 14D of the Securities Exchange Act of 1934, as amended, and:

Replacing Section 9 in its entirety with the following:

Section 9. Certain Information Concerning Purchaser, SKB and GSK

Purchaser. Purchaser is a California corporation and, to date, has engaged in no activities
other than those incident to its formation and to the Offer and the Merger. Purchaser is a
wholly-owned subsidiary of SKB, which is a wholly-owned subsidiary of GSK. The principal
executive offices of Purchaser are located at One Franklin Plaza (FP 2355), 200 N. 16th
Street, Philadelphia, Pennsylvania 19102, and Purchaser’s telephone number at such
principal executive offices is (215) 741-4000.

SKB. SKB is a Pennsylvania corporation and is a wholly-owned subsidiary of GSK. SKB is a
holding company for some of GSK’s United States based operations and assets. The principal
executive offices of SKB are located at One Franklin Plaza (FP 2355), 200 N. 16th Street,
Philadelphia, Pennsylvania 19102,
and SKB’s telephone number at such principal executive offices is (215) 741-4000.

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GSK. GSK is a public limited company organized under the laws of England and Wales. Its shares are
listed on the London Stock Exchange and the New York Stock Exchange. GSK is a major global
healthcare group engaged in the creation, discovery, development, manufacture and marketing of
pharmaceutical and consumer health-related products. The principal executive offices of GSK are
located at 980 Great West Road, Brantford, Middlesex TW8 9GS England, and GSK’s telephone number
at such principal executive offices is +44 20 8047 5000.

Additional Information. The name, business address, citizenship, present principal
occupation and employment history for the past five years of each of the members of the board of
directors and the executive officers of GSK, SKB and Purchaser are set forth in Schedule A to
this Offer to Purchase.

None of GSK, SKB, Purchaser or, to the knowledge of GSK, SKB or Purchaser after reasonable
inquiry, any of the persons listed in Schedule A, has during the last five years (a) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b)
been a party to any judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, U.S. federal or state
securities laws or a finding of any violation of U.S. federal or state securities laws.

Except as set forth elsewhere in this Offer to Purchase or in Schedule A: (a) none of GSK, SKB,
Purchaser or, to the knowledge of GSK, SKB or Purchaser after reasonable inquiry, any of the
persons listed in Schedule A or any associate or majority-owned subsidiary of GSK, SKB, Purchaser
or any of the persons so listed, beneficially owns or has a right to acquire any Shares or any
other equity securities of Genelabs, (b) none of GSK, SKB, Purchaser or, to the knowledge of GSK,
SKB or Purchaser after reasonable inquiry, any of the persons referred to in clause (a) above or
any of their executive officers, directors, affiliates or subsidiaries has effected any
transaction in Shares or any other equity securities of Genelabs during the past 60 days, (c) none
of GSK, SKB, Purchaser, their subsidiaries or, to the knowledge of GSK, SKB or Purchaser after
reasonable inquiry, any of the persons listed in Schedule A, has any agreement, arrangement, or
understanding, whether or not legally enforceable, with any other person with respect to any
securities of Genelabs (including, but not limited to, any agreement, arrangement, or
understanding concerning the transfer or the voting of any such securities, joint ventures, loan
or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving
or withholding of proxies, consents or authorizations), (d) in the past two years, there have been
no transactions that would require reporting under the rules and regulations of the SEC between
any of GSK, SKB, Purchaser, their subsidiaries or, to the knowledge of GSK, SKB or Purchaser after
reasonable inquiry, any of the persons listed in Schedule A, on the one hand, and Genelabs or any
of its executive officers, directors or affiliates, on the other hand, and (e) in the past two
years, there have been no negotiations, transactions or material contacts between any of GSK, SKB,
Purchaser, their subsidiaries or, to the knowledge of GSK, SKB or Purchaser after reasonable
inquiry, any of the persons listed in Schedule A, on the one hand, and Genelabs or any of its
affiliates, on the other hand, concerning a

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merger, consolidation or acquisition, a tender offer or other acquisition of Genelabs’
securities, an election of Genelabs’ directors or a sale or other transfer of a material
amount of assets of Genelabs.

We do not believe our financial condition is relevant to your decision whether to tender your
Shares and accept the Offer because (a) the Offer is being made for all outstanding Shares solely
for cash, (b) the Offer is not subject to any financing condition, (c) if we consummate the Offer,
we will acquire all remaining Shares for the same cash price in the Merger, and (d) GSK and SKB
have, and will arrange for Purchaser to have, sufficient funds to purchase all Shares validly
tendered and not properly withdrawn in the Offer and to acquire the remaining outstanding Shares
in the Merger.

Replacing the third paragraph of Section 17 entitled “Miscellaneous” in its entirety as follows:

No person has been authorized to give any information or make any representation on behalf
of GSK, SKB or Purchaser not contained in this Offer to Purchase or in the Letter of
Transmittal and, if given or made, such information or representation must not be relied
upon as having been authorized. Neither delivery of this Offer to Purchase nor any purchase
pursuant to the Offer will, under any circumstances, create any implication that there has
been no change in the affairs of GSK, SKB, Purchaser, Genelabs or any of their respective
subsidiaries since the date as of which information is furnished or the date of this Offer
to Purchase.

Adding to Schedule A the following:

INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS

AND

THE EXECUTIVE OFFICERS OF SKB

          Set forth below are the name, business address and current principal occupation or employment,
and material occupations, positions, offices or employment for the past five years of each director
and executive officer of SKB.

    Principal Occupation or

    Name

    Business Address

    Employment

    Citizenship

    Board of
Directors

    Michael Corrigan

    One Franklin Plaza

Philadelphia, PA

19102

    Senior Vice President,
Finance-U.S.
Pharmaceuticals at GSK
since January 2001.
Director of SKB since
March 2001.

    USA

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    Principal Occupation or

    Name

    Business Address

    Employment

    Citizenship

    Daniel Phelan

    One Franklin Plaza

Philadelphia, PA

19102

    Chief of Staff since May
2008 at GSK; prior thereto,
Senior Vice President,
Human Resources from
January 2001 at GSK.
Director of SKB since June
2008.

    USA

    Steven Werner

    Five Moore Drive

PO Box 13398

Research Triangle

Park

North Carolina 27709

    Senior Vice President &
Interim General Counsel
for GSK since April 2008;
Senior Vice President,
Legal Operations U.S. and
GMS for GSK since
August 2003: prior thereto,
Vice President and
Associate General Counsel
for GSK since January
2001. Director of SKB
since April 2008.

    USA