SecProbe.io

August 25, 2010

Mr. Jon P. Stonehouse President and Chief Executive Officer Biocryst Pharmaceuticals, Inc. 2190 Parkway Lane Drive Birmingham, AL  35244
Re: Biocryst Pharmaceuticals, Inc.
Form 10-K for the year ended December 31, 2009 Filed March 9, 2010 Definitive Proxy Statement on Schedule 14A Filed April 6, 2010 File No. 000-23186
 Dear Mr. Stonehouse:
 We have limited our review of your filings to  those issues we have addressed in our
comments.  In some of our comments, we ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing us the requested
information or by advising us when you will provid e the requested response.  Please furnish us a
letter on EDGAR under the form type label CORRESP that keys your responses to our
comments.  If you do not believe a commen t applies to your facts and circumstances
, please tell
us why in your response.

After reviewing the information provided, we may have additional comments.

Form 10-K for the year ended December 31, 2009

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
2009 Corporate Highlights
Peramivir, page 40

1. Refer to your disclosure that “We have determ ined that there is an excess of up to $5.0
million of peramivir active pharmaceutical ingredient (“API”) manufactured under the contract with HHS.  This excess API is beyond the amount necessary to support U.S. regulatory approval…We are evaluating whether additional quantities of peramivir API are
needed by the Company, and if so, the acquisiti on process to obtain the API from HHS.”
Please provide us proposed disclosure to incl ude in your September 30, 2010 Form 10-Q that
provides a chronology and description of even ts leading up to and subsequent to your
determination of the excess.  Also include in the proposed disclosure the effects and expected

Mr. Jon P. Stonehouse Biocryst Pharmaceuticals, Inc.
August 25, 2010 Page 2

effects of the excess on your re sults of operations and financ ial position, and clarify why you
are evaluating whether additional quantities are need ed if there is an excess.  Finally, include
in the proposed disclosure how you have accounted for the excess in your financial statements.
Schedule 14A filed April 6, 2010

 2. We note that you have not included any disclosure  in response to Item 402(s) of Regulation
S-K.  Please advise us of the basis for your c onclusion that disclosure is not necessary and
describe the process you undertook to reach that conclusion.

Corporate Governance

 Board Leadership Structure, page 18

3. We note that the company has chosen to separa te the principal executive officer and board
chairman positions.  Please confirm that in fu ture filings, you will expa nd your disclosure to
discuss why the company believes th at this board leadership stru cture is the most appropriate
structure for the company at the time of filing. Pl ease refer to Item 407(h) of Regulation S-K.

Compensation Discussion and Analysis

Annual Incentive Compensation, page 24
 4. You disclose on page 24 that overall fundi ng for annual incentive compensation is based on
your performance against the cu rrent year corporate objectives .  On page 25, you state that
the Committee approved an AIP pool equal to 93 % of the target incentive amount.  Please
provide us proposed disclosure to be included in an amendm ent to your Form 10-K for the
year ended December 31, 2009 to identify the co rporate objectives used by the Committee to
determine the potential size of  the pool allocated for annua l incentive compensation.  In
addition, please discuss how the level of achievement of each corporate objective
corresponded to the Committee’s determination th at the AIP pool would be equal to 93% of
the target incentive amount.

5. We note that the NEOs achieved 2009 bonus payments based on the achievement of
corporate objectives and indivi dual objectives.  Your Compensation Discussion and Analysis
does not disclose the corporate nor individual objectiv es used to determine these executive
officers’ annual performance-based bonus.  Plea se provide us proposed  disclosure to be
included in an amendment to your Form 10-K for the year ended December 31, 2009 to
provide the following:

• The corporate and individua l performance objectives;
• The portion of the bonus attributable to th e achievement of corporate objectives
and individual objectives; and

Mr. Jon P. Stonehouse Biocryst Pharmaceuticals, Inc. August 25, 2010 Page 3

 paid. • A discussion of how the level of achie vement of each objective affected the
actual bonuses to be
 To the extent that the objectives are qu antitative, the discussion should also be
quantitative.  Please also disclose the le vel of achievement of  these objectives.
 Long-Term Equity Incentive Awards, page 26

 6. We note that Messrs. Stonehouse, Grant, and McCullough, as well as Dr. Babu, achieved long-term equity incentive awards in 2009.  Acco rding to page 26, these awards were based,
in part, on a review of the performance of each  NEO.  Please provide us proposed disclosure
to be included in an amendment to your Form 10-K for the year ended December 31, 2009 to identify the material factors that the Compen sation Committee considered in awarding these
long-term equity incentive awards.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Christine Allen, Staff Accountant at (202) 551-3652 or Lisa Vanjoske,
Assistant Chief Accountant at (202) 551-3614 if you have questions  regarding the processing of
your response as well as any questions regarding comments on the financial statements and related matters.  Please contac t Rose Zukin, Staff Attorney at  (202) 551-3239 with questions on
any of the other comments.  In this regard, do not hesitate to cont act me, at (202) 551-3679.

Sincerely,

Jim Rosenberg Senior Assistant Chief Accountant