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United States securities and exchange commission logo

                             August 8, 2023

       Douglas Cogen
       Partner
       Fenwick & West LLP
       555 California Street
       San Francisco, California 94104

                                                        Re: Pardes Biosciences,
Inc.
                                                            Schedule 14D-9
filed July 28, 2023
                                                            File No. 005-93142

       Dear Douglas Cogen:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

              After reviewing your response to these comments, we may have
additional comments.
       Defined terms used herein have the same meaning as in your filing.

       Schedule 14D-9 filed July 28, 2023

       General

   1.                                                   Based on the nature of
these comments, we believe it will be necessary to disseminate
                                                        revised offer materials
in the same manner in which you originally disseminated the
                                                        Schedule 14D-9. Please
confirm your understanding.
   2.                                                   Please include the
information required by Items 7, 8 and 9 of Schedule 13E-3 at the front
                                                        of a (revised)
disclosure document. See Rule 13e-3(e)(1)(ii).
       Arrangements between Pardes and its Executive Officers, Directors and
Affiliates, page 14

   3.                                                   Where you describe the
interests of members of the Pardes Board and executive officers
                                                        which may be different
than those of shareholders, please describe the interests of Mr.
                                                        Tananbaum in the going
private transaction.
       Item 4. The Solicitation or Recommendation , page 22
 Douglas Cogen
FirstName
Fenwick &LastNameDouglas  Cogen
           West LLP
Comapany
August     NameFenwick & West LLP
       8, 2023
August
Page 2 8, 2023 Page 2
FirstName LastName

4.       If the Offer is consummated, shareholders can only be assured of
receiving the Base Price
         of $2.02 per share. Therefore, please revise generally to address the
Company's position
         as to the fairness of the Offer, assuming shareholders receive only
the Base Price per
         Shares. The Company may also address fairness of the possible
additional offer
         consideration, such as the Additional Price and the CVR, but revised
disclosure should
         specify what value (if any) is being attributed to these possible
additional payments.
5.       The disclosure on page 22 states that    the non-recused members of
the Pardes Board
         unanimously recommends that Pardes    Unaffiliated Stockholders accept
the Offer and
         tender their Shares to Purchaser pursuant to the Offer.    Item 4 of
Schedule 14D-9 and
         corresponding Item 1012(a) of Regulation M-A, as well as Rule 14e-2(a)
of Regulation
         14E, require that the    filing person    and    subject company,
respectively, provide the
         required disclosures. Please revise this statement (and other similar
statements throughout
         this section) to expressly state the Company   s position with respect
to the Offer.
         Alternatively, please clarify that the recommendation by the
non-recused members of the
         Pardes Board is being made on behalf of the Company.
Background of the Offer and the Merger, page 23

6.       Refer to the second full paragraph on page 24. Summarize the material
terms of the
         proposals received by parties other than Foresite, including any per
share values yielded.
         See generally, Item 1013 of Regulation M-A.
7.       Describe the scientific and business criteria approved by the Special
Committee to be used
         by Leerink Partners to solicit indications of interest for Pardes. See
the last paragraph on
         page 25.
8.       Refer to the third full paragraph on page 26. Describe the criteria
under which the Special
         Committee determined that three proposals were most compelling. In
addition, disclose
         the per share value attributable to the proposals by Parties A, B and
C and for all other
         proposals and revised proposals referenced in this section.
9.       Refer to the second full paragraph on page 27. Describe the criteria
by which the Special
         Committee identified the three financial buyers it directed Leerink
Partners to solicit and
         explain how they were identified.
10.      Refer to the last paragraph on page 28. Explain why the Special
Committee determined
         that changing the Company's focus to acquire distressed companies for
their net cash
         value was not in the best interests of shareholders. In addition,
explain how this potential
         strategy was identified and by whom.
Background of the Offer and the Merger, page 23

11.      Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require
a filing person
         to summarize in considerable detail any reports, whether oral or
written, received from a
         third party and materially related to this transaction. This section
references presentations
 Douglas Cogen
FirstName
Fenwick &LastNameDouglas  Cogen
           West LLP
Comapany
August     NameFenwick & West LLP
       8, 2023
August
Page 3 8, 2023 Page 3
FirstName LastName
         by Leerink Partners to the Pardes Board during the course of entering
into this transaction
         and considering alternatives for Pardes. Reports dated July 16, 2023
and June 12, 2023
         have been filed as exhibits to the Schedule 13E-3. All written
materials, including board
         books and presentation materials provided by Leerink Partners should
be filed as exhibits,
         including in connection with its April 13, 2023 presentation. In
addition, all reports or
         presentations, whether oral or written, should be summarized in
considerable detail in the
         disclosure document disseminated to shareholders. Please revise.
Reasons for the Recommendation, page 33

12.      We believe the disclosure under "Attractive Certainty of Value" is
misleading because the
         term "Cash Amount" includes the Additional Price per Share, which may
not be paid at all
         and is of uncertain value. Please revise to clarify that the Cash
Amount includes a dollar
         figure which may not be paid and to specify the value the Company
attributes to the
         Additional Price per Share in making the statement in bullet point 2
on page 33.
13.      We note that "[t]he Uncertain Value of the CVRs" is listed as a
negative factor weighing
         against the fairness of the Offer. Expand to address how the Board
considered the
         uncertain value of the Additional Price per Share, which may be worth
$0 to $0.17 per
         shares.
14.      We note the disclosure under "Fairness Opinion" on page 34 that the
Board considered the
         opinion from Leerink Partners to the effect that the "Cash Amount" to
be paid to
         shareholders is fair from a financial point of view. However, Leerink
Partners included in
         the Cash Amount the Additional Price per Share, which may not be paid.
Please revise to
         explain that Leerink Partners attributed a value of $0.10 per share to
the Additional
         Purchase Price and its fairness opinion addresses a cash Offer price
of $2.12 per share,
         while shareholders are only guaranteed the Base Price of $2.02 per
share. In addition,
         explain how the Board considered this "disconnect" in considering the
Leerink
         Partners opinion and why the Board directed Leerink Partners to
analyze the Offer value
         in this way, given that the Company itself does not attribute a value
or estimate of value
         for the Additional Price per Share in the Schedule 14D-9.
15.      Expand to address how the Board considered the fact that Leerink
Partners estimated
         (based on management's own projections) the implied present value of
the cash that would
         be distributable to shareholders upon dissolution (as prepared based
on the Management
         Dissolution Case) to be $2.04 per share, which represents a higher
price than the Base
         Price per Share in this Offer. That is, the guaranteed price tendering
holders will receive
         if the Offer is consummated is less than the value they could receive
upon dissolution of
         the Company. Your expanded analysis should also address the downside
and upside
         sensitivity analyses of the Management Dissolution Case, resulting in
implied present
         values of $2.03 and $2.20 per shares, respectively.
16.      State the reasons for the timing of the transaction and discuss any
alternative transaction
         structures considered, explaining why each was rejected. See Item 1013
of Regulation M-
 Douglas Cogen
FirstName
Fenwick &LastNameDouglas  Cogen
           West LLP
Comapany
August     NameFenwick & West LLP
       8, 2023
August
Page 4 8, 2023 Page 4
FirstName LastName
         A. We note that the April 13, 2023 presentation to the Board by
Leerink Partners
         included an analysis of potential different types of transactions and
other strategies.
17.      Revise to address how the Company considered in assessing fairness the
fact that the
         source of funds to pay for tendered shares will be the Closing Net
Cash of Pardes, which
         the Purchaser Parties are entitled to use to fund the Offer under the
terms of the merger
         agreement.
18.      We note that the Special Committee and the non-recused members of the
Pardes Board
         list as a factor the fairness opinion provided by Leerink Partners.
When a filing person
         has based its fairness determination on the analysis of factors
undertaken by others, such
         person must expressly adopt such analysis as their own to satisfy
their disclosure
         obligation. Refer to Question 20 of Exchange Act Release No. 34-17719
(Apr. 13, 1981).
          Accordingly, please revise to state, if true, that the Special
Committee and the non-
         recused members of the Pardes Board have adopted Leerink Partners'
analysis as their
         own. Alternatively, describe their own analysis of the factors
reviewed by Leerink
         Partners as described in the summary of its report.
Pardes Management Liquidation Analysis, page 36

19.      Summarize the material assumptions and limitations on management's
liquidation
         analysis, including why management assumed that $145,000,000 would be
available at the
         commencement of the liquidation process.
20.      The charts on page 8 of the July 16, 2023 Leerink Partners materials
present two
         Dissolution Scenarios, which appear to have been provided by
management of Pardes to
         the financial advisor. Please include here.
Opinion of Leerink Partners LLC - Summary of Financial Analyses by Leerink
Partners LLC,
page 40

21.      Refer to the first sentence on page 40. While a summary is necessarily
a concise version,
         it must be a complete description of Leerink Partners' analyses and
conclusions. Please
         revise.
22.      We note that in conducting its fairness analysis, Leerink Partners
assumed a Cash Amount
         of $2.12 per share to be paid in the Offer. However, this assumes an
Additional Price per
         Share of $0.10 per share, whereas in fact, there is no guarantee under
the terms of the
         Offer that any additional amount will be payable over the $2.02 Base
Price per Share.
         Please revise to address fairness at the Base Price per Share or to
specifically and
         prominently note that the fairness opinion does not address fairness
at that price.
23.      Identify the other transactions analyzed by Leerink Partners and
referenced on pages 41-
         42.
24.      Explain how Leerink Partners analyzed the value of the CVR included in
the Offer, or
         explain why it did not do so.
 Douglas Cogen
Fenwick & West LLP
August 8, 2023
Page 5

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to Christina Chalk at (202) 551-3263 or to
Blake Grady at
(202) 551-8573.

FirstName LastNameDouglas Cogen                             Sincerely,
Comapany NameFenwick & West LLP
                                                            Division of
Corporation Finance
August 8, 2023 Page 5                                       Office of Mergers &
Acquisitions
FirstName LastName
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