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SEC Comment Letter for CURIS INC (CRIS) (CIK 0001108205) (CRIS) — Sep 14, 2009

CURIS INC (CRIS) (CIK 0001108205)
Date: Sept. 14, 2009 · CIK: 0001108205 · Accession: 0000000000-09-050821

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File numbers found in text: 000-30347

Date
September 14, 2009
Author
Jeffrey Riedler Assistant Director
Form
UPLOAD
Company
CURIS INC (CRIS) (CIK 0001108205)

Letter

Mail Stop 4720 September 14, 2009 Mr. Daniel R. Passeri President & Chief Executive Officer Curis, Inc. 45 Moulton Street Cambridge, MA 02138 Re: Curis, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 Filed February 26, 2009 Schedule 14A filed April 17, 2009 File No. 000-30347

Dear Mr. Passeri:

We have reviewed your filing and have the following comments. Where the comments request you to revise disclosure, th e information you provide should show us what the revised disclosure will look like a nd identify the annual or quarterly filing, as applicable, in which you intend to first incl ude it. If you do not believe that revised disclosure is necessary, e xplain the reason in your res ponse. After reviewing the information provided, we may raise additional comments and/or request that you amend your filing. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form 10-K for Fiscal Year Ended December 31, 2008

General

1. We note that your Form 10-K indicates th at information related to “Securities Authorized for Issuance Under Equity Compensation Plans” may be found in your definitive proxy statement. However, this information is not contained in your definitive proxy statement. Pleas e amend your filing to disclose the information required by Item 201(d) of Regulation S-K.

Mr. Daniel R. Passeri Curis, Inc. September 14, 2009 Page 2

Item 1. Business

Hedgehog Pathway Inhibitor Program, page 3

2. We note your disclosure on pages 4 and 5 that pursuant to your Genentech Hedgehog Pathway Inhibitor Collaboration, you will be eligible to receive future cash payments upon the achievement of add itional specified clinical development and regulatory approval objectives, as well as royalties on pro duct sales if any products are successfully developed a nd commercialized. Please expand your disclosure in this section to state the aggregate amount of milestone payments that you are entitled to rece ive under the collaborati on agreement. In addition, please expand your disclosure to disclose the poten tial range of the pe rcentage of royalty payments (for example, “low-single-dig its” or “high-single-digits”). This information is considered material to an investor. Intellectual Property, page 7

3. We note your disclosure on page 8 that you have entered into the following “significant” license agreements:

• License Agreements dated February 9, 1995 and September 1, 2000 with the President and Fellows of Harvard University, each of which were amended and restated effective June 10, 2003; • License Agreement dated January 1, 1995 and as subsequently amended with The Trustees of the Columbia University; • License Agreement dated September 26, 1996, which was amended and restated effective June 1, 2003, w ith the Johns Hopkins University and the University of Washington School of Medicine; • License Agreement dated May 3, 2000 with the Johns Hopkins University; and • License Agreement dated February 12, 1996 with the Leland Stanford Junior University.

Please expand your disclosure to provide a more specific description of each agreement. Your disclosure should include a discussion of the material terms of the agreement, including the subject of the agreement, each party’s obligations, rights to intellectual prop erty, all amounts payable under the agreement including any aggregate amount of milestones and the potential range of the percent of royalty payments, all amounts already pa id, and termination provisions.

Mr. Daniel R. Passeri Curis, Inc. September 14, 2009 Page 3

Exhibit Index

4. We note that you described the license agreement with The Johns Hopkins University, dated May 3, 2000, as “significant”; however, you have not filed the agreement as an exhibit. Please provide us with a legal analysis as to why the agreement need not be filed as an exhi bit pursuant to Item 601(b)(10) of Regulation S-K. Schedule 14A

Executive and Director Compen sation and Related Matters

Compensation Discussion and Analysis, page 15

Benchmarking and Targeted Compensation Levels, page 16

5. We note your disclosure on page 16 that the compensation committee retains an independent third-party compensation consultant to review your executive officer compensation. Please identify this third-party compensation consultant, and confirm that you will identify the compensa tion consultant in future filings.

* * *

Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please provide us any requested information. Detailed cover letters greatly facilitate our review. Please file the letter on EDGAR under the form type label CORRESP. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure 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

Mr. Daniel R. Passeri Curis, Inc. September 14, 2009 Page 4

• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please do not hesitate to contact Rose Zukin at (202) 551-3239 or me at (202) 551-3715 if you have questions regarding th e comments and related matters.

Sincerely,
Jeffrey Riedler Assistant Director

Show Raw Text
Mail Stop 4720
September 14, 2009
 Mr. Daniel R. Passeri President & Chief Executive Officer Curis, Inc. 45 Moulton Street  Cambridge, MA 02138
 Re:      Curis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
                Filed February 26, 2009   Schedule 14A filed April 17, 2009
File No. 000-30347

Dear Mr. Passeri:

We have reviewed your filing and have the following comments.  Where the
comments request you to revise disclosure, th e information you provide should show us
what the revised disclosure will look like a nd identify the annual or  quarterly filing, as
applicable, in which you intend to first incl ude it.  If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse.  After reviewing the
information provided, we may raise additional comments and/or request that you amend your filing.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects. We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for Fiscal Year Ended December 31, 2008

General

1. We note that your Form 10-K indicates th at information related to “Securities
Authorized for Issuance Under Equity Compensation Plans” may be found in
your definitive proxy statement.  However, this information is not contained in
your definitive proxy statement.  Pleas e amend your filing to disclose the
information required by Item 201(d) of Regulation S-K.

Mr. Daniel R. Passeri
Curis, Inc.
September 14, 2009 Page 2

 Item 1.  Business

 Hedgehog Pathway Inhibitor Program, page 3

2. We note your disclosure on pages 4 and 5 that pursuant to your Genentech
Hedgehog Pathway Inhibitor Collaboration, you will be eligible to receive future
cash payments upon the achievement of add itional specified clinical development
and regulatory approval objectives, as well as royalties on pro duct sales if any
products are successfully developed a nd commercialized.  Please expand your
disclosure in this section to state the aggregate amount of milestone payments that
you are entitled to rece ive under the collaborati on agreement.  In addition, please
expand your disclosure to disclose the poten tial range of the pe rcentage of royalty
payments (for example, “low-single-dig its” or “high-single-digits”).  This
information is considered material to an investor.
 Intellectual Property, page 7

3. We note your disclosure on page 8 that  you have entered into the following
“significant” license agreements:

• License Agreements dated February 9, 1995 and September 1, 2000 with the President and Fellows of Harvard University, each of which
were amended and restated effective June 10, 2003;
• License Agreement dated January 1, 1995 and as subsequently amended with The Trustees of the Columbia University;
• License Agreement dated September 26, 1996, which was amended and restated effective June 1, 2003, w ith the Johns Hopkins University
and the University of Washington School of Medicine;
• License Agreement dated May 3, 2000 with the Johns Hopkins University; and
• License Agreement dated February 12, 1996 with the Leland Stanford Junior University.

Please expand your disclosure to provide a more specific description of each
agreement.  Your disclosure should include  a discussion of the material terms of
the agreement, including the subject of the agreement, each party’s obligations,
rights to intellectual prop erty, all amounts payable under the agreement including
any aggregate amount of milestones and the potential range of the percent of
royalty payments, all amounts already pa id, and termination provisions.

Mr. Daniel R. Passeri
Curis, Inc.
September 14, 2009 Page 3

Exhibit Index

4. We note that you described the license agreement with The Johns Hopkins University, dated May 3, 2000, as “significant”; however, you have not filed the
agreement as an exhibit.  Please provide us with a legal analysis as to why the
agreement need not be filed as an exhi bit pursuant to Item 601(b)(10) of
Regulation S-K.
 Schedule 14A

 Executive and Director Compen sation and Related Matters

 Compensation Discussion and Analysis, page 15

 Benchmarking and Targeted Compensation Levels, page 16

5. We note your disclosure on page 16 that  the compensation committee retains an
independent third-party compensation consultant to review your executive officer compensation.  Please identify this third-party compensation consultant, and confirm that you will identify the compensa tion consultant in future filings.

* * *

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please provide us any requested information. Detailed cover letters greatly facilitate  our review. Please file the letter on EDGAR under the form
type label CORRESP.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure 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

Mr. Daniel R. Passeri
Curis, Inc. September 14, 2009 Page 4

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please do not hesitate to contact Rose Zukin at (202) 551-3239 or me at (202) 551-3715 if you have questions regarding th e comments and related matters.

Sincerely,

Jeffrey Riedler Assistant Director