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CORRESP
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    corresp.htm

    (212) 474-1788

      December
17, 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

      Schedule TO-T/A filed
December 17, 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 supplements J&J’s and Merger Sub’s written response, dated December
16, 2008 (the “Response Letter”), 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”).
The supplemental information set forth below is being provided in response to
your verbal request for additional information on December 17, 2008. For your
convenience, we have reproduced comment 2 from the Comment Letter, followed by
J&J’s and Merger Sub’s supplemental response to such comment and to your
further verbal inquiry with respect thereto.  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-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.

      We refer
to the full response to the foregoing comment set forth in the Response
Letter.

      As
indicated in the Response Letter, J&J and Merger Sub believe 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.

      In
response to the staff’s first supplemental comment, J&J and Merger Sub
advise the staff that they are aware of no non-public information of Omrix made
available to J&J and Merger Sub that was material to the formulation of
their proposed offer price for Omrix and that was not available to other
potential bidders or that would not have been made available to other potential
bidders had they advanced in the sale process. J&J and Merger Sub note that,
as described in the Schedule TO, they were provided with a management
presentation and given access to a virtual data room by Omrix that, to J&J’s
and Merger Sub’s knowledge, were not ultimately made available to other bidders.
However, as is customary in transaction processes of this type, such information
was provided only after J&J and Merger Sub had submitted an indicative offer
for Omrix and advanced to the second round of the sale process. J&J and
Merger Sub expect and believe that any other bidder, if such bidder had
submitted an indicative offer for Omrix, would have been given access to the
same information at the same stage in the sale process.

      In
addition, although J&J’s subsidiary Ethicon has a commercial relationship
with Omrix with respect to certain of Omrix’s products and, in that connection,
has had access to information with respect to the development and marketing of
such products, J&J and Merger Sub believe that substantially all information
with respect to such products (including, without limitation, historical sales
information and sales guidance for fiscal year 2008) that was significant to the
formulation of their bid for Omrix is publicly available. Furthermore, to the
limited extent that any such information is not publicly available, such
information is in the possession of Omrix, and J&J and Merger Sub expect and
believe that Omrix would have made it available to any potential bidder that
submitted an indicative offer for Omrix.

      In sum,
J&J and Merger Sub do not believe that they had access to any material
information that was unavailable to any other bidder willing to make a
preliminary non-binding indication of interest to acquire Omrix. In this
connection, J&J and Merger Sub note that, as disclosed in the Schedule TO,
the Investor Group presented Omrix with a target cash price range of $21.00 to
$25.00 per Share that was based solely on public information. This price range
is substantially consistent with J&J’s and Merger Sub’s final bid of $25.00
per Share. As disclosed in the Schedule TO, the Investor Group chose not to
submit a bid in the sale process in September and October.

          2

      In
response to the staff’s second supplemental comment, J&J and Merger Sub
advise the staff that revenues derived from sales of those of Omrix’s products
that are the subject of Omrix’s commercial arrangements with Ethicon comprised
approximately 38% of Omrix’s total revenues for the nine months ended September
30, 2008.

      As
indicated in the Response Letter, J&J and Merger Sub do not believe that the
commercial arrangements between Ethicon and Omrix can be fairly concluded to
confer “control” within the meaning of Rule 13e-3(a)(1), including, without
limitation, for the following reasons:

                ·

                the
      applicable agreements are arms’-length commercial product development and
      supply arrangements having terms with no bearing on the election of
      directors of Omrix or the selection or direction of Omrix management, and
      imposing no limitation on the ability of Omrix to enter into strategic
      combination transactions with other parties;

                ·

                the
      contractual right to enforce purely commercial product terms does not and
      should not be interpreted to constitute the kind of “control” influence
      contemplated by the Rule 13e-3(a)(1) “affiliate” definition (to conclude
      otherwise would expand the application of Rule 13e-3 well beyond its
      intended scope and purpose);

                ·

                Ethicon
      does not derive any “control” influence as contemplated by Rule
      13e-3(a)(1) by virtue of its contractual rights to terminate the
      commercial arrangements, particularly in light of the fact that any such
      termination would require Ethicon to make substantial payments to Omrix
      and would require Ethicon to abandon the substantial investments it has
      made under the existing arrangements (as well as forego a profitable
      business arrangement); and

                ·

                in
      the event that any termination did occur, the contracts are drafted to
      ensure that Omrix would have an extended period in which to replace
      Ethicon (and J&J and Merger Sub believe that Omrix would in fact have
      substantial opportunities to find a replacement
    counterparty).

      _______________

      Each of J&J and Merger Sub
acknowledges that the supplemental responses contained herein are subject to the
written acknowledgement
from J&J and Merger Sub attached as Annex A to the Response
Letter.

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      If you have any questions regarding the
contents of this letter, please do not hesitate to contact me at the above
number.

              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

      Copy
to:

      Allen
Kim, Esq.

      Johnson
& Johnson

      One
Johnson & Johnson Plaza

      New
Brunswick, NJ  08933

                FAX
      and FEDERAL EXPRESS

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