SecProbe.io

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 June 30, 2025

John Aballi
President and Chief Executive Officer
Exagen Inc.
1261 Liberty Way
Vista, California 92081

 Re: Exagen Inc.
 Registration Statement on Form S-3
 Filed June 20, 2025
 File No. 333-288199
Dear John Aballi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Jason Miller
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 Document EXAGEN INC. 1261 LIBERTY WAY VISTA, CA 92081 June 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Augustin Re:        Exagen Inc. Registration Statement on Form S-3 File No. 333-288199 (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Exagen Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Wednesday, July 2, 2025, at 4:01p.m., Eastern Time, or as soon as thereafter practicable. The cooperation of the staff in meeting the timetable described above is very much appreciated. Please contact Scott M. Stanton or Jason Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1880 or (858) 314-2140, respectively, with any questions regarding this request. Very truly yours, EXAGEN INC. /s/ John Aballi John Aballi, Chief Executive Officer cc:           Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Scott Stanton, Esq. Jason Miller, Esq.

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Exagen Inc.

1261 Liberty Way

Vista, California 92081

November 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Abby Adams

Re: Exagen Inc.

Registration Statement on Form S-3

File No. 333-275632 (the "Registration Statement")

Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Exagen Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Wednesday, November 29, 2023, at 4:01p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please contact Melanie Ruthrauff Levy or Jason Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (858) 314-2140, respectively, with any questions regarding this request.

Very truly yours,

EXAGEN INC.

/s/ John Aballi

John Aballi, Chief Executive Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Scott Stanton, Esq.

Melanie Ruthrauff Levy, Esq.

Jason Miller, Esq.

United States securities and exchange commission logo
November 22, 2023
Kamal Adawi
Chief Financial Officer
Exagen Inc.
1261 Liberty Way
Vista, California 92081
Re:Exagen Inc.
Registration Statement on Form S-3
Filed November 17, 2023
File No. 333-275362
Dear Kamal Adawi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at 202-551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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Exagen Inc.

1261 Liberty Way

Vista, California 92081

November 17, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Exagen Inc.
Registration Statement on Form S-3

File No. 333-250015

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Exagen Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on November 19, 2020, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Matthew T. Bush, Esq. of Latham & Watkins LLP at (858) 523-3962.  Thank you for your assistance and cooperation in this matter.

Very truly yours,

EXAGEN INC.

By: /s/ Kamal Adawi

 Kamal Adawi

 Chief Financial Officer

cc: Matthew T. Bush, Latham & Watkins LLP

Jeffrey T. Woodley, Latham & Watkins LLP

United States securities and exchange commission logo
November 16, 2020
Kamal Adawi
Chief Financial Officer
Exagen Inc.
1261 Liberty Way
Vista, California 92081
Re:Exagen Inc.
Registration Statement on Form S-3
Filed November 10, 2020
File No. 333-250015
Dear Mr. Adawi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew T. Bush, Esq.

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 Exagen Inc.

1261 Liberty Way, Suite C

Vista, CA 92081

 September 16, 2019

 VIA EDGAR

 John Reynolds

Assistant Director

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Exagen Inc.

Registration Statement on Form S-1

File No. 333-233446

Dear Mr. Lopez:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Exagen Inc. (the “Company”), respectfully requests that the effective date of the Registration
Statement on Form S-1 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on September 18, 2019, or as soon as practicable thereafter.

The undersigned, on behalf of the Company, acknowledges the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact Jeffrey Woodley of Latham & Watkins LLP, counsel to the Company, at
(858) 523-5464, or in his absence, Matthew T. Bush at (858) 523-3962, to provide notice of effectiveness, or if you have any questions or require additional information
regarding this matter. Thank you for your assistance and cooperation in this matter.

Very truly yours,

EXAGEN INC.

By:

 /s/ Fortunato Ron Rocca

 Fortunato Ron Rocca

 President, Chief Executive
Officer

 and Director

cc:
 Ruairi Regan, Securities and Exchange Commission

Joanna Lam, Securities and Exchange Commission

Raj Rajan, Securities and Exchange Commission

Brigitte Lippman, Securities and Exchange Commission

Pam Howell, Securities and Exchange Commission

Fortunato Ron Rocca, Exagen Inc.

Cheston J. Larson, Latham & Watkins LLP

Matthew T. Bush, Latham & Watkins LLP

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 September 16, 2019

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:

 John Reynolds, Assistant Director

 Ruairi Regan

 Joanna Lam

 Raj Rajan

Brigitte Lippman

 Pam Howell

Re:
 Exagen Inc.

Registration Statement on Form S-1 (File No. 333-233446)

Ladies and Gentlemen:

 Pursuant to Rule 460 of the General Rules
and Regulations under the Securities Act of 1933, as amended, we wish to advise that between September 9, 2019 and the date hereof, approximately 966 copies of the Preliminary Prospectus dated September 9, 2019 were distributed to
prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

 We wish to
advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00
p.m. Eastern Time, on September 18, 2019 or as soon thereafter as practicable.

 [Signature page follows]

 Very truly yours,

COWEN AND COMPANY, LLC

 CANTOR FITZGERALD & CO.

WILLIAM BLAIR & COMPANY, L.L.C.

 As representatives of
the Underwriters

By:

Cowen and Company, LLC

By:

 /s/ E. James Streator III

Name: E. James Streator III

Title: Managing Director

By:

Cantor Fitzgerald & Co.

By:

 /s/ Sage Kelly

Name: Sage Kelly

Title: Head of Banking

By:

William Blair & Company, L.L.C.

By:

 /s/ Steve Maletzky

Name: Steve Maletzky

Title: Partner, Equity Capital Markets

 [Signature page to Acceleration Request]

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12670 High Bluff Drive

San Diego, California 92130

Tel: +1.858.523.5400 Fax: +1.858.523.5450

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

FOIA CONFIDENTIAL TREATMENT REQUEST

Düsseldorf

Rome

Frankfurt

San Diego

Hamburg

San Francisco

Hong Kong

Seoul

Houston

Shanghai

London

Silicon Valley

Los Angeles

Singapore

Madrid

Tokyo

Milan

Washington, D.C.

 The entity requesting confidential treatment is:

Exagen Inc.

 1261 Liberty Way, Suite C

Vista, CA 92081

 Attn: Fortunato Ron Rocca, President and Chief
Executive Officer

 August 26, 2019

 VIA EDGAR
and HAND DELIVERY

 James Lopez

 Branch Chief

Office of Beverages, Apparel and Mining

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Exagen Inc. | Anticipated Price Range

Registration Statement on Form S-1 (File
No. 333-233446)

 Dear Mr. Lopez:

Rule 83 Confidential Treatment Requested by Exagen Inc.

This letter is furnished supplementally on behalf of Exagen Inc. (the “Company”) in connection with the review by the
Securities and Exchange Commission (the “Commission”) of the above-mentioned Registration Statement on Form S-1 (the “Registration Statement”). To assist the
staff (the “Staff”) of the Commission in its review, the Company advises the Staff that it presently estimates, based in part on information received by the lead underwriters, that the public offering price per share for the
offering pursuant to the Registration Statement will be between $[* * *] and $[* * *] (without giving effect to any reverse stock split that the Company will effect prior to the offering, the “Preliminary Price Range”),
considering information currently available and current market conditions. For clarity, the Company advises the Staff that, given the

[* * *] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested by Exagen Inc. with respect to this letter.

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

 Page 2

 volatility of the public trading markets and the
uncertainty of the timing of the offering, the Company and the lead underwriters have not yet finally agreed to a price range for the offering. The Company advises the Staff that the final range to be included in a
pre-effective amendment to the Registration Statement, after giving effect to an appropriate reverse stock split, will include a price range of no more than $2.00 or 20% of the low end of the range, unless
otherwise approved by the Staff.

 Recent Stock Option Grants

The Company’s most recent grants of stock options are set forth below.

 Grant Date

Number of Shares
Underlying Options
Granted

Per Share
Exercise Price of
Options

Estimated Fair
Market Value of
Shares

 October 5, 2018

116,990,601

$
0.0014

$
0.0014

 October 25, 2018

345,000

$
0.0014

$
0.0014

 February 14, 2019

245,000

$
0.054

$
0.054

 May 1, 2019

150,000

$
0.054

$
0.054

 Common Stock Valuation Methodologies

The Company has historically determined the fair value of its common stock using methodologies, approaches and assumptions consistent with the
American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”). In addition, the Board of
Directors considered numerous objective and subjective factors, along with input from management and third-party valuations, to determine the fair value of the Company’s common stock as further disclosed on pages
86-88 of the Registration Statement.

 The Company obtained an independent third-party valuation of
the Company’s common stock as of July 31, 2018 to assist the Board of Directors in determining the fair value of the Company’s common stock for purposes of option grants, including a one-time
option exchange for certain executive officers. In this valuation, the Company utilized the option-pricing method (“OPM”), which is an accepted valuation method under the AICPA Practice Guide, for determining the fair value
of its common stock. The OPM treats a Company’s security classes as call options on the total equity value, with exercise prices based on the relative seniority of payments among such security classes. The value of junior equity interests under
the OPM is based on the value of the optionality over-and-above the value of securities that are senior to them in the capital structure. Thus, the value of the common
stock can be determined by estimating the value of its portion of each of these call options. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference
at the time of a liquidation event. For purposes of this valuation, the Board of Directors and an independent third-party valuation firm applied the guideline public company method under a market approach to determine the Company’s equity
value, which incorporated valuation multiples of publicly traded diagnostic companies.

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

 Page 3

 The Company also obtained an
independent third-party valuation of the Company’s common stock as of December 31, 2018 to assist the Board of Directors in determining the fair value of the Company’s common stock for purposes of option grants. In this valuation, the
Company utilized the probability-weighted expected return method (“PWERM”) to determine the fair value of its common stock. The PWERM is a scenario-based method that estimates the value per share based on the
probability-weighted present value of expected future investment returns, considering possible outcomes available to the Company, as well as the economic rights of each share class. The PWERM was selected as estimates regarding potential future
liquidity outcomes were considered reasonable given the completion of an organizational meeting for the Company’s initial public offering (the “IPO”) held on November 26, 2018, as well as consideration for the
Company’s entrance into a co-promotion agreement with Janssen Biotech, Inc. in December 2018 to exclusively promote SIMPONI® (golimumab) in the United States. The Board of Directors and an independent
third-party valuation firm relied upon the market approach to determine the Company’s equity value, specifically the subject company transaction method. The subject company transaction method, also known as the backsolve method, is a
methodology that derives an implied total equity value of the Company from a recent sale price of the Company’s equity securities. The Board of Directors and the independent third-party valuation firm determined that using this method for the
Company’s valuation was appropriate given the proximity to the recently completed Series G redeemable convertible preferred stock financing in January 2019. In the financing, the Company sold to investors Series G redeemable convertible
preferred stock at a price of $0.078 per share raising gross proceeds of an aggregate of $11.6 million, $3.75 million of which was received by the Company in December 2018. The purchase price of the Series G redeemable preferred stock was
determined in negotiations with investors. After estimating the Company’s total equity value under this approach, that value was allocated to the various classes of the Company’s equity using the PWERM. The PWERM considered two future
event scenarios, the sale of the Company and an IPO.

 The Company’s Board of Directors and management developed estimates based on
application of these approaches and the assumptions underlying these valuations, giving careful consideration to independent third-party valuation reports. At each grant date, the Board of Directors considered whether any events occurred that would
trigger any material changes to the business or would require adjustment to the estimated fair value from the previous valuation date.

Grant Date Fair Value Determinations

October 2018 Option Grants.

The Company’s Board of Directors, with input from management, determined the fair value of its common stock to be $0.0014 per share as of
October 5, 2018 and October 25, 2018, after considering a valuation report from an independent third-party valuation firm as of July 31, 2018. In reaching this determination, the Board of Directors determined that no material changes
had occurred in the business since the date of the third-party valuation report, and that the forecasted financials reviewed as part of the July 31, 2018 valuation were still appropriate.

As discussed above, the July 31, 2018 valuation used the OPM to derive the estimated equity value of the Company. In determining the
estimated equity value of the Company, the

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

 Page 4

 guideline public company method under the market
approach was utilized, which analyzed the cash-adjusted enterprise value-to-revenue multiples of publicly traded diagnostic companies with financial and operating
characteristics similar to the Company.

 The Company estimated the expected timing of a potential liquidity event would be approximately
two years based on management’s best estimates and an analysis of market conditions. Given the amount of convertible preferred stock proceeds raised by the Company and the corresponding liquidation preferences, as well as the total equity value
of the Company determined as of the valuation date, the OPM resulted in an allocated value for common stock of $[* * *] per share, on a marketable basis. After applying a [* * *]% discount for lack of marketability (“DLOM”)
based on a review of empirical studies on restricted stock transactions and pre-IPO private company transactions, the resulting fair value of the common stock was $0.0014 on a
non-marketable basis.

 February and May 2019 Option Grants.

The Company’s Board of Directors, with input from management, determined the fair value of its common stock to be $0.054 per share as of
February 14, 2019 and May 1, 2019, after considering a valuation report from an independent third-party valuation firm as of December 31, 2018. In reaching this determination, the Board of Directors determined that no material changes
had occurred in the business since the date of the third-party valuation report.

 Among the qualitative factors considered by the Board of
Directors in determining the fair value of the Company’s common stock were the following developments in the Company’s business subsequent to October 25, 2018:

•

 The Company entered into a co-promotion agreement with Janssen in
December 2018 to exclusively promote SIMPONI® in the United States, and began direct promotion in January 2019.

•

 The filing of the Company’s Draft Registration Statement on February 1, 2019.

•

 The Company continued to drive increased adoption of its testing products and increased revenue growth.

 Further, the Board of Directors determined that utilizing the December 31, 2018 valuation for the May 2019 option
grants was appropriate for the Company’s valuation of its common stock given the utilization of a the subject company approach to determine the equity value of the Company and the proximity to an additional closing of the Series G redeemable
convertible preferred stock financing in May 2019. The additional closing of the Series G financing included the sale of Series G redeemable convertible preferred stock at a price of $0.078 per share raising net proceeds of $4.0 million, and
including a right of the Company to require certain holders of Series G redeemable convertible preferred stock to purchase an additional $2.5 million of shares at a future closing to be held at or after July 31, 2019 (which right was
subsequently terminated in connection with the issuance of Series H redeemable convertible preferred stock in July 2019).

[* * *] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested by Exagen Inc. with respect to this letter.

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

 Page 5

 As discussed above, the
December 31, 2018 Valuation analysis was performed using the PWERM to establish the following scenarios and relative weightings and values, as estimates regarding potential future liquidity outcomes were considered reasonable given the
Company’s organizational meeting for an IPO and progress towards the completion of an IPO.

 Scenario

Per Share
Value

Assigned
Weight

DLOM*

Weighted
Value Per
Share

 IPO

$[* * *]

[* * *]
%

[* * *]
%

$[* * *]

 Sale of the Company

$[* * *]

[* * *]
%

[* * *]
%

$[* * *]

 Concluded Fair Value

$0.054

 In determining the equity value for the sales of the Company scenario and the IPO scenario, the Company
applied the subject company transaction to determine the Company’s equity value. The Company estimated the probability weighted average time to all of the potential liquidation events was [* * *] years based on management’s best
estimates and an analysis of market conditions. After applying a [* * *]% discount for lack of marketability (“DLOM”), the resulting fair value of the common stock was $0.054 on a
non-marketable basis.

 COMPARISON OF MOST RECENT VALUATION AND PRELIMINARY ASSUMED IPO PRICE

As noted above, the Preliminary Price Range is between $[* * *] and $[* * *] (without giving effect to any reverse stock split that the Company
will effect prior to the offering). The Company notes that, as is typical in IPOs, the estimated price range for this offering was not derived using a formal determination of fair value, but was determined by negotiation between it and the lead
underwriters. The Company’s most recent grants of stock options were for an aggregate of 150,000 shares made on May 1, 2019 with an exercise price of $0.054 per share, which the Company’s Board of Directors determined to be the fair
value of its common stock on that date (the “Estimated Fair Value”).

 As is typical in IPOs, the Preliminary Price
Range was based in part on the lead underwriters’ quantitative and qualitative analysis that differs from the valuation methodology used by the Company and its independent third-party valuation firm. Among the factors that were considered in
setting the Preliminary Price Range were the following:

•

 an analysis of the typical valuation ranges seen in comparable public companies in the Company’s industry,
as well as a broader set of valuation ranges seen in recent IPOs;

•

 the general condition of the securities markets and the recent market prices of publicly traded common stock of
comparable companies;

[* * *] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested by Exagen Inc. with respect to this letter.

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

 Page 6

•

 feedback received from potential investors in late June 2019 and early August 2019 from the Company’s testing-the-waters meetings;

•

 an assumption that there would be a receptive public trading market for a commercial stage diagnostics company
such as the Company; and

•

 an assumption that there would be sufficient demand for the Company’s common stock to support an offering of
the size contemplated by the Company.

 The Company respectfully submits that, in addition to the above factors, the
difference between the Estimated Fair Value and the Preliminary Price Range, if obtained, is that the PWERM valuation method used by the Company to determine the Estimated Fair Value in May 2019 r

February 26, 2019
Fortunato Ron Rocca
Chief Executive Officer
Exagen Inc.
1261 Liberty Way, Suite C
Vista, California 92081
Re:Exagen Inc.
Draft Registration Statement on Form S-1
Submitted February 1, 2019
CIK No. 0001274737
Dear Mr. Rocca :
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
General
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Prospectus Summary, page 1
2.We note your risk factor on page 12 regarding your promotion strategy and your
disclosure on page 1 that: “Combined U.S. sales of SIMPONI® and SIMPONI ARIA®,
an intravenous formulation, were approximately $1 billion in 2018.”  In connection with

 FirstName LastNameFortunato Ron Rocca
 Comapany NameExagen Inc.
 February 26, 2019 Page 2
 FirstName LastName
Fortunato Ron Rocca
Exagen Inc.
February 26, 2019
Page 2
your disclosure regarding SIMPONI sales, please describe in greater detail your integrated
testing and therapeutics strategy and clarify how you expect sales of Janssen’s products to
impact the company’s net revenues.
Use of Proceeds, page 60
3.Please disclose the approximate amount of proceeds that will be used for each of the
indicated purposes.  Also revise to clarify the related contingencies and alternatives.  See
Instruction 7 to Item 504 of Regulation S-K.
Undertakings, page II-4
4.Please provide the undertakings required by Item 512(a)(5)(ii) and Item 512(a)(6) of
Regulation S-K.  Item 512(a)(5)(ii) is required for any prospectus filed in reliance on Rule
430C and Item 512(a)(6) is required for any offering that involves an initial distribution of
securities pursuant to Rule 159A.  For guidance, refer to Securities Act Rules Compliance
and Disclosure Interpretation, Question 229.01.
Exhibit Index, page II-5
5.Please file as exhibits your Collaboration Agreement with GSK and Master Services
Agreement with Horizon Pharma or advise.  See Item 601(b)(10) of Regulation S-K.
            You may contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Brigitte Lippmann at 202-551-3713 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Cheston Larson