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    CONFIDENTIAL

    August 17, 2023

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Mergers and Acquisitions

    100 F Street, N.E.

    Washington, DC 20549-3628

    Attention: Christina Chalk, Blake Grady

            Re:
            Pardes Biosciences, Inc.

            Schedule TO-T and Schedule 13E-3

            Filed on July 28, 2023

            File No. 005-93142

    Dear Ms. Chalk and Mr. Grady:

    On behalf of MediPacific, Inc. (“Parent”), MediPacific Sub, Inc. (“Purchaser”), FS Development Holdings II, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P., Foresite
      Capital Opportunity Management V, LLC, Foresite Capital Fund V, L.P. and James Tananbaum (together, the “Filing Persons”), we submit this letter in response to comments from the staff (the “Staff”) of the  U.S. Securities and Exchange
      Commission (the “SEC”) received by letter, dated August 8, 2023, relating to the Filing Persons’ Tender Offer Statement on Schedule TO-T (the “Schedule TO”), including the Offer to Purchase, dated July 28, 2023 (the “Offer to
        Purchase”), relating to the offer to purchase all outstanding shares of common stock, $0.0001 par value per share (the “Shares”), of Pardes Biosciences, Inc. (“Pardes”).

    Concurrently with the filing of this letter and in order to address the Staff’s comments and make other updates to the Schedule TO and Offer to Purchase, the Filing Persons have filed through EDGAR
      Amendment No. 1 to the Schedule TO (the “Amended TO”) and the related Amended and Restated Offer to Purchase (the “Amended Offer to Purchase”). The Amended TO has also been filed as a Transaction Statement on Schedule 13E-3.

    In this letter, we have recited the comments from the Staff in bold type and have followed each comment with the response of the Filing Persons. Capitalized terms used but not defined herein shall have the meanings
      ascribed thereto in the Amended TO or Amended Offer to Purchase, as applicable.  Except as otherwise specifically indicated, page references in this letter correspond to the pages in the Amended TO or Amended Offer to Purchase, as applicable.  Please
      note that the page number references in your comments may no longer refer to the same page number(s) in the Amended TO or the Amended Offer to Purchase, as applicable, as the pagination has changed.

          Securities and Exchange Commission

          August 17, 2023
          Page 2

    General

          1.

            Item 2(f) of the Schedule 13E-3 incorporates by reference disclosure in the Schedule 14D-9 and the Offer to Purchase.  However the disclosure does not appear responsive to the requirements in Item 1002(f) of
              Regulation M-A, which requires disclosure of “the average purchase price for each quarter” if the filing person purchased any subject securities during the past two years.  Please advise or revise.

      Response to Comment 1:

    The Filing Persons acknowledge the Staff’s comment. Item 2(f) of Item 13 of the Amended TO incorporates by reference the information set forth in “The Tender Offer—Section 6. Certain Information
      Concerning Parent and Purchaser” of the Amended Offer to Purchase. The Filing Persons have clarified the disclosure on page 51 under the subsection “Other Prior Stock Purchases” within such section in response to the Staff’s comment. The Filing
      Persons also understand that Pardes is filing an amended Transaction Statement on Schedule 13E-3 on the date hereof (the “Company 13E-3”) in response to the Staff’s comment.

          2.

            Please revise the Offer to Purchase to include a Special Factors section at the front of the disclosure document disseminated to shareholders, as required by Rule 13e-3(e)(1)(ii).

      Response to Comment 2:

    The Filing Persons acknowledge the Staff’s comment and have revised the Amended Offer to Purchase accordingly.

          3.

            The June 12, 2023 presentation by SVB Securities filed as Exhibit 99.(C)(3) appears to contain redactions on page 2 in the footnotes.  Please clarify the basis on which you have made these redactions.
              Alternatively, please refile without omitting this information.

      Response to Comment 3:

    The Filing Persons acknowledge the Staff’s comment and understand that Pardes has redacted the information, which relates to identifying information of either parties that conducted management
      presentations or submitted proposals to Pardes, because it would be customary to treat that information as private and confidential and, in fact, Pardes has obligations to keep such information confidential and such parties may be materially harmed
      as a result of disclosure of their identifying information, and because the omitted information is not material to stockholders as the material terms of the Pardes’ strategic process, including as it relates to such parties, are disclosed in Pardes’
      Schedule 14D-9/A filed on the date hereof (the “Amended 14D-9” ), and the specific identifying information of such parties is not material.  Further, it is the Filing Persons’ understanding that Pardes has supplementally provided unredacted
      copies of the June 12, 2023 presentation, and additional presentations prepared by Leerink Partners, to the Staff concurrently for its review in response to comment 11 of Pardes’ comment letter from the Staff dated August 8, 2023.

            Securities and Exchange Commission

            August 17, 2023
            Page 3

          4.

            The offer to purchase does not state an estimated value for the Additional Purchase Price but instead includes a maximum value of $0.17.  In addition, no value is ascribed to the CVR.  However, the analysis
              undertaken by Leerink Partners in its presentation dated June 16, 2023 (on page 6, footnote 3) attributes an additional value of $0.10 per share beyond the $2.02 offered.  Please revise the offer materials accordingly.

      Response to Comment 4:

    The Filing Persons acknowledge the Staff’s comment. Purchaser is offering to purchase all outstanding Shares for (i) $2.02 per Share, (ii) an additional amount of cash up to $0.17 per Share and (iii) one non-transferable
      contingent value right per Share.

    Pursuant to the terms of the Merger Agreement, Parent, Purchaser and Pardes calculated the Additional Price Per Share on August 17, 2023, based on Pardes’ expected Closing Net Cash as of immediately prior to the
      Expiration Date of $132.31 million, and determined that the Additional Price Per Share is $0.11 per Share. Accordingly, the total Cash Amount that Purchaser will pay pursuant to the terms of the Offer and Merger Agreement is $2.13 per Share. The
      Filing Persons have revised the Amended Offer to Purchase to reflect the final Additional Price Per Share.

    The Filing Persons further note that any payments made in connection with the CVR would be calculated and payable based on a distribution of Net Proceeds from Dispositions. Given the fact that there can be no assurance
      that Parent, Purchaser and Pardes will be able to consummate any Disposition during the Disposition Period, or that such Dispositions will generate Net Proceeds, combined with Pardes’ belief that there is currently no market opportunity for the CVR
      Products, Pardes estimates the amount expected to be payable under the CVR is $0.00. As noted in the Amended Offer to Purchase, the Filing Persons encourage Pardes stockholders to consider this fact in making a decision to tender their Shares.

    Finally, Purchaser respectfully points out that the analysis undertaken by Leerink Partners in its presentation dated June 16, 2023, specifically footnote 3 on page 6, used an additional value of $0.10 per Share for
      illustrative purposes. Leerink Partners was not assuming or making a final determination that the Additional Price Per Share would be $0.10.

          5.

            While you have checked the box on the cover page of the Schedule TO-T to indicate that the transaction is subject to Rule 13e-3, the filing itself must be “tagged” upon EDGAR filing as both a Schedule TO-T and a
              Schedule 13E-3 in order to properly reflect that it is intended to satisfy the filing requirements of both Schedules. Please revise.

      Response to Comment 5:

    The Filing Persons acknowledge the Staff’s comment and have “tagged” the Amended TO as both a Schedule TO-T and a Schedule 13E-3.

          6.

            Based on discussions with counsel, it is unclear whether Foresite or its affiliates engaged a financial advisor to assist in connection with this transaction.  Please advise and if so, provide the disclosure
              required by Item 9 of Schedule 13E-3.

      Response to Comment 6:

    The Filing Persons respectfully advise the Staff that none of Purchaser, Parent or the other Foresite Stockholders engaged a financial advisor to assist in connection with this transaction. The
      Filing Persons have included similar disclosure on page 30 of the Amended Offer to Purchase.

            Securities and Exchange Commission

            August 17, 2023
            Page 4

          7.

            Based on the nature of these comments, we believe it is necessary to disseminate a revised offer document with the new information requested.  Please confirm your understanding.

      Response to Comment 7:

    The Filing Persons acknowledge the Staff’s comment and are disseminating the Amended Offer to Purchaser with the new information requested.

    Summary Term Sheet, page 6

          8.

            We note your disclosure that the consideration in the Offer includes “an additional amount of cash of up to $0.17 per Share.”  Depending on when the amount of the additional consideration will be known, we
              believe this offer structure may be problematic (see comments that follow). To the extent that it is maintained, please revise to explain why the maximum amount payable would be $0.17 pursuant to the formula to be used to calculate the amount
              of the additional portion of the offer consideration.

      Response to Comment 8:

    The Filing Persons acknowledge the Staff’s comment. Pursuant to the Merger Agreement, Parent, Purchaser and Pardes contractually agreed that the Additional Price Per Share would be no less than
      $0.00 and no more than $0.17. The Merger Agreement provides a formula for calculating the Additional Price Per Share between such minimum and maximum amounts, which formula is described on pages 8 and 9 of the Amended Offer to Purchase. As disclosed
      in the Amended Offer to Purchase, on August 17, 2023, Parent, Purchaser and Pardes determined, in accordance with the Merger Agreement, that the Additional Price Per Share is $0.11 per Share. Accordingly, the total Cash Amount that Purchaser will pay
      pursuant to the terms of the Offer and Merger Agreement is $2.13 per Share. The Filing Persons have extended the Expiration Date of the Offer to August 30, 2023.

          9.

            Refer to the last comment above.  Clarify when the Additional Purchase Price will be set. Disclosure states that the Cash Determination Time will be set “immediately prior to the Expiration Date.”  However, Item
              1004(a)(1)(ii) requires the amount of the offer consideration to be specified and Rule 14e-1(b) requires the offer period to remain open for at least ten business days from the date the offer price changes.  Please advise when (in relation to
              the end of the offer period) the Additional Purchase Price will be determined and communicated to shareholders.

      Response to Comment 9:

    The Filing Persons acknowledge the Staff’s comment and respectfully refer the Staff to the Filing Persons’ response to Comment 8.

          10.

            Refer to the last two comments above.  We believe the way the offer consideration is described throughout the offer to purchase is likely to mislead shareholders.  See for example, the following disclosure:
              “Purchaser is offering to pay a Base Price Per Share equal to $2.02 per Share, with an Additional Price Per Share of up to $0.17 per Share.”  It is not clear, however, whether any additional consideration will be payable, and even if so, it
              may be less than $0.17 per share.  If in fact no additional amount may be forthcoming, the offer materials (as supplemented to address comments) should be revised to clarify that the offer price is $2.02 per share with the possibility of
              additional consideration from $0 to $0.17 per share through the Additional Purchase Price, with no assurance that any additional amount will be paid.  Shareholders should be reminded wherever the Additional Purchase Price (and the CVR) is
              referenced, that they should base their tender decision on the amount of the Base Price Per Share, which is below recent trading prices.  In addition, the term “Additional Purchase Price” itself should be revised to something that more
              accurately reflects its conditional nature, such as “Possible Additional Purchase Price.”

    Response to Comment 10:

    The Filing Persons acknowledge the Staff’s comment. As discussed in response to Comment 8, Parent, Purchaser and Pardes determined that the Additional Price Per Share is $0.11 per Share. The Amended Offer to Purchase has
      been revised accordingly. The Filing Persons have included disclosure throughout the Amended Offer to Purchase, including on pages 1, 3, 6, 8, 19, 28 and 39 to remind Pardes stockholders that they should base their tender decision on the Cash Amount
      as it may be the only consideration they receive from the Offer.

            Securities and Exchange Commission

            August 17, 2023
            Page 5

          11.

            We note that one of the Offer conditions is that the Closing Net Cash be at least $125,000,000.  Revise to explain what minimum per share amount this would yield as an Additional Purchase Price (clarifying
              additional elements to such calculation, if any), with the caveat that the bidders may waive this Offer condition.

      Response to Comment 11:

    The Filing Persons acknowledge the Staff’s comment and have revised pages 8, 13, 20, 39, 52 and 64 of the Amended Offer to Purchase accordingly.

          12.

            We note your disclosure that the Additional Price Per Share, if any, will be determined based on the formula included on page 7, which formula cross-references defined terms in the Merger Agreement.  The summary
              term sheet must be written in plain English and must provide security holders with sufficient information to understand the essential features and significance of the proposed transaction.  Refer to Item 1001 of Regulation M-A.  Please revise
              to provide illustrative disclosure, in plain English, showing how the Additional Price Per Share will be calculated.

      Response to Comment 12:

    The Filing Persons acknowledge the Staff’s comment and have revised pages 7 to 9 of the Amended Offer to Purchase accordingly.

          13.

            We note your disclosure on page 8 that “there is no reliable estimate of the amount of Net Proceeds, if any, that can be expected from Dispositions, if any.”  However, you disclose on pages 9 and 54 that “Pardes’
              estimate as to the amount that is expected to be payable under the CVRs is $0.00.”  Please revise to address this apparent discrepancy, as well as the assumptions underlying your estimate.

    Response to Comment 13:

    The Filing Persons acknowledge the Staff’s comment and have revised pages 9 and 10 of the Amended Offer to Purchase to eliminate this discr