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CORRESP
1
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    corresp.htm

        (212)
474-1788

      December
15, 2008

      Omrix Biopharmaceuticals,
Inc.

      Schedule TO-C filed November
24, 2008

      Schedule TO-T filed November
25, 2008

      Schedule TO-T/A filed
December 1, 2008

      Filed by Binder Merger Sub,
Inc. and Johnson & Johnson

      SEC File
No. 5-82558

      Dear Ms.
Griffith:

      As
discussed during our telephone conversation this morning, enclosed please find a
draft copy of the letter to the staff in response to the staff’s comments on the
Schedule TO-C filed by Johnson & Johnson (“J&J”) and Binder
Merger Sub, Inc. (“Merger Sub”) on
November 24, 2008 and the Schedule TO-T filed by J&J and Merger Sub on
November 25, 2008 (as amended, the “Schedule
TO”).  We have also included a draft amendment to the Schedule
TO showing changes to the information in the Offer to Purchase in response to
the staff’s comments.  To the extent applicable, we will make further
changes to the Schedule TO to conform to changes to be made by Omrix to its
Schedule 14D-9 filing based on the staff’s comments, which further changes are
not yet reflected in the enclosed draft amendment to the Schedule
TO.

      Please do not hesitate to contact me at the above
number if you have any
questions.

                          Sincerely,

                        /s/ Eric L. Schiele,
Esq.

                          Eric L. Schiele,
Esq.

      Ms. Julia
E. Griffith

      Special
Counsel

      U.S.
Securities and Exchange Commission

      Office of
Mergers & Acquisitions

      100 F
Street, N.E.

      Washington,
D.C.  20549-3628

      VIA
FAX

      [Draft--12/15/08]

            [Letterhead
of]

            CRAVATH,
SWAINE & MOORE LLP

            [New York
Office]

            (212) 474-1964

          December
16, 2008

          Omrix
Biopharmaceuticals, Inc.

          Schedule
TO-C filed November 24, 2008

          Schedule
TO-T filed November 25, 2008

          Schedule
TO-T/A filed December 1, 2008

          Filed
by Binder Merger Sub, Inc. and Johnson & Johnson

          SEC
File No. 5-82558

          Dear Ms.
Griffith:

          On behalf of Johnson & Johnson
(“J&J”) and
Binder Merger Sub, Inc. (“Merger Sub”), this
letter responds to your letter dated December 12, 2008 (the “Comment Letter”)
providing comments to the Schedule TO-C filed with the Securities and Exchange
Commission (the “Commission”) by
J&J and Merger Sub on November 24, 2008 and the Schedule TO-T filed with the
Commission by J&J and Merger Sub on November 25, 2008 (as amended, the
“Schedule
TO”).  For your convenience, each comment from the Comment
Letter has been reproduced below, followed by J&J’s and Merger Sub’s
response to such comment.  Capitalized terms defined in the Schedule
TO and used in the following responses without definition have the meanings
specified in the Schedule TO.

          Schedule
TO-C

                    1.

                    Refer
      to the press release filed November 24, 2008, in your Schedule
      TO-C.  Your press release refers to the safe harbor protections
      for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, which do not apply to statements made in
      connection with a tender offer.  See Section 21E(b)(2)(C) of the
      Securities Exchange Act of 1934.  Please do not refer to the
      safe harbor provisions in future press releases or other communications
      relating to this tender offer.

          J&J and Merger Sub acknowledge the
staff’s comment and will refrain from making such references in future press
releases and other communications relating to this tender offer.

          Schedule
TO-T

          General

                    2.

                    At
      the commencement of the offer, Johnson & Johnson Development
      Corporation (“JJDC”), a subsidiary of Parent, had a $5 million cash
      investment in Omrix, and Ethicon, Inc., a wholly owned subsidiary of
      Parent, was party to a development agreement to develop certain of Omrix’s
      biosurgery products.  In view of these relationships, and of the
      fact that Johnson & Johnson and Omrix have discussed the possibility
      of Parent’s acquiring Seller in the past, please advise us what
      consideration you have given to the application of Rule 13e-3 to this
      transaction.

          J&J and Merger Sub considered the
application of Rule 13e-3 (including the matters set forth in the foregoing
comment) and determined that this transaction is not a Rule 13e-3 transaction
because neither J&J nor Merger Sub (nor any other subsidiary of J&J,
including JJDC and Ethicon) is an “affiliate” of Omrix as defined under Rule
13e-3(a)(1); none of J&J or any of its subsidiaries controls, is controlled
by, or is under common control with, Omrix.  J&J and Merger Sub do
not believe that the matters referred to in the foregoing comment (each of which
is addressed separately below) are, individually or collectively, sufficient to
confer “control” within the meaning of Rule 13e-3(a)(1).

          JJDC, in connection with its $5 million
cash investment in Omrix in July 2004, acquired 435,257 Shares and warrants to
acquire an additional 36,364 Shares, which together represent only approximately
2.58% of the total number of Shares as of November 20, 2008.1
The Shares and warrants to purchase Shares held by JJDC neither entitle JJDC to
any representation on Omrix’s board of directors nor otherwise provide JJDC with
any ability to influence the management decisions of Omrix, other than JJDC’s
right to vote the Shares held by it in its capacity as the holder of such
Shares.  J&J and Merger Sub do not believe that, as a general
matter, the right to vote 2.58% of the Shares of Omrix is sufficient to confer
“control” within the meaning of Rule 13e-3(a)(1).  This is
particularly true in light of the fact that the Chief Executive Officer of Omrix
(together with two entities that are controlled by him) beneficially owns
approximately 16% of the total number of Shares, and that at least three
institutional holders also beneficially own more than 5% of the total number of
Shares (based on publicly available information), thus materially diluting any
influence JJDC’s relatively small shareholdings would otherwise
provide.

          ____________________________

                    1  As disclosed
      on page 1 of the Offer to Purchase, Omrix has advised J&J that, as of
      November 20, 2008, 17,130,332 Shares were issued and outstanding,
      1,090,909 Shares were reserved for issuance under Omrix’s equity plans,
      and 38,903 Shares were reserved for issuance upon the exercise of
      outstanding warrants, for a total of 18,260,144
  Shares.

              2

          Ethicon’s
development agreement and distribution and supply agreement with Omrix2,
which were entered into in September 2003 and cover the development and
distribution of certain of Omrix’s products, are commercial arrangements that
were entered into by the parties through arms’-length
negotiations.  None of the provisions in the development agreement or
the distribution and supply agreement provide J&J, Ethicon or any other
subsidiary of J&J with power to control or influence the operations of Omrix
beyond the contractual right to enforce the commercial terms relating to the
development and distribution of specified products, and neither agreement grants
or purports to grant Ethicon any rights with respect to the election of
directors of Omrix or the selection or decision-making of Omrix
management.  Furthermore, the terms of the agreements do not prohibit
Omrix from entering into strategic transactions with other third parties, and
such agreements permit Omrix to assign such agreements to a company acquiring
all or substantially all of Omrix’s assets or voting stock without Ethicon’s
prior consent.

          J&J and Merger Sub do not believe
that, as a general matter, prior preliminary contacts regarding possible
acquisition transactions confer “control” within the meaning of Rule
13e-3(a)(1).  In any event, based on further review and as noted in
the response to staff comment 5 below, J&J and Omrix have determined that no
negotiations or material contacts regarding an acquisition of Omrix by J&J
(other than the present transaction) occurred during the two years prior to the
date of the Schedule TO filing.

          In addition, the contemplated
second-step merger in the transaction (as described in the Offer to Purchase)
will be undertaken in accordance with Rule 13e-3(g)(1)(i).

          In sum, for the foregoing reasons,
J&J and Merger Sub have determined that they are not “affiliates” of Omrix
within the meaning of Rule 13e-3, and therefore that this transaction is not
subject to Rule 13e-3.

                    3.

                    We
      note that Johnson & Johnson has signed the Schedule TO and is listed
      as a filing person.  Please revise the cover of the Schedule TO
      to clarify that Johnson & Johnson is a bidder and not merely the
      parent of Binder Merger Sub.

          J&J
and Merger Sub acknowledge the staff’s comment and have revised the cover of
their Schedule TO filing in accordance therewith.

          Offer
to Purchase

          Certain Information
Concerning Parent and Purchaser, page 12

                    4.

                    Please explain whether Ethicon
      is contractually obligated to make future payments in respect of research
      and development expenses, milestone and transfer
      payments.  State what impact the tender offer is expected to
      have on these payments.

          ____________________________

                    2  Copies of the
      development agreement and the distribution and supply agreement (and
      amendments thereto) have been publicly filed by Omrix as Exhibits 10.4,
      10.5, 10.6 and 10.7 to Omrix’s registration statement on Form S-1, filed
      January 18, 2006.

              3

          Under the
development agreement between Ethicon and Omrix, Ethicon is contractually
obligated to pay Omrix all of the development costs and one-half of the labor
costs relating to the research and development of products covered by the
development agreement, as well as certain milestone payments contingent on the
first sales of products covered by the development agreement or the receipt of
certain regulatory or marketing clearances for such products.  Under
the distribution and supply agreement between Ethicon and Omrix, Ethicon is
contractually obligated to pay Omrix certain additional milestone payments, as
well as periodic transfer payments for the purchase of products by Ethicon from
Omrix.  Under the agreements, Ethicon paid to Omrix approximately
$27.1 million during fiscal year 2007 (including $4.0 million in milestone
payments, $9.9 million in research and development payments and $13.2 million in
transfer payments) and expects to pay approximately $32.7 million during fiscal
year 2008 (including $8.8 million in research and development payments and $23.9
million in transfer payments).  Two contractual milestone payments
totaling $2.75 million related to the fibrin pad program and the product revenue
targets remain under one of the agreements.  Future research and
development payments and transfer payments would be based on the level of
research and development activity and product supply needs,
respectively.  Given the contingent nature of these future payments,
it is not possible to quantify them with certainty, or to determine with
certainty whether and when such payments may ultimately be payable.

          Upon the completion of the tender offer
and the subsequent merger, both Ethicon and Omrix will be wholly owned
subsidiaries of J&J, and the development agreement and the distribution and
supply agreement will become intercompany arrangements within the consolidated
J&J organization.  J&J will therefore have the ability to
unilaterally determine, after the completion of the tender offer and the
subsequent merger, whether to terminate or amend such agreements or maintain
such agreements in place, based on tax and other considerations relevant to the
J&J organization.  While no final determination in this regard has
yet been made, it is currently contemplated that such agreements will remain in
force through the respective terms of the contracts.

          J&J and Merger Sub have revised the
disclosure on page 13 of the Offer to Purchase to clarify the information
describe above.

          Background of the Offer,
page 14

                    5.

                    Describe
      in greater detail the nature and timing of the general preliminary
      discussions between Seller and Parent regarding the possibility of an
      acquisition (see Item 1005(b) and (c) of Regulation M-A), and identify the
      person or persons who initiated each discussion (see also the Instruction
      to paragraphs (b) and (c) of Item
1005).

          Based on further review, J&J and
Merger Sub have determined that, during the two years prior to the date of the
Schedule TO filing, Omrix and J&J did not in fact engage in any negotiations
or material contacts regarding an acquisition of Omrix by J&J or any other
transaction that is required to be disclosed by Item 1005(b) or (c) of
Regulation M-A, other than with respect to the present transaction (all of which
negotiations and material contacts in connection with the present transaction
are currently disclosed in the “Background of the Offer” section of the Offer to
Purchase).  J&J and Merger Sub have revised the disclosure on page
14 of the Offer to Purchase in accordance with the information described
above.3

              __________________________

                        3  The amendment
      to the Schedule TO may provide additional disclosure regarding any
      contacts between J&J and Omrix prior to such two-year period, to the
      extent appropriate.

              4

                    6.

                    Provide
      further detail concerning the price that Purchaser offered for the
      securities.  We note that on August 26, 2008, you proposed a
      price of $25.00 per share, which you subsequently raised to $29.00 per
      share, and then revised back to $25.00 after the market
      break.  Please disclose the reasons for the revised offer
      price.

          Given the competitive bidding process,
J&J raised its proposed price for Omrix to $29.00 per share on September 8,
2008 based on information that was then available to J&J, as well as more
Omrix-favorable assumptions made with respect to information that had not yet
been made available by Omrix, recognizing that (and communicating to Omrix
through its financial advisor that) the increased offer price would be subject
to the validation of J&J’s assumptions in further due diligence, including
with respect to information included in a data room to which J&J had not yet
been provided access.  The assumptions made by J&J included those
with respect to Omrix’s capital expansion plans and the period of overcapacity
likely to result from such plans, the manufacturing process and relationships
between Omrix’s product lines in terms of Omrix’s total cost structure, the
level of investment required to upgrade Omrix’s information, infrastructure and
control systems to integrate such systems with J&J’s and the overall risks
relating to the business integration and the immunotherapy product
line.  After completing its further due diligence, J&J determined
that those more favorable assumptions underlying its September 8, 2008 proposal
could not be supported, and therefore reduced its proposed price for Omrix to
$25.00 per share on October 22, 2008.

          J&J and Merger Sub have revised the
disclosure on pages 16 and 17 of the Offer to Purchase to further clarify the
basis and limitations of i