Vitae Pharmaceuticals, Inc.
502 West Office Center Drive
Fort Washington, PA 19034
November 4, 2015
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street N.E.
Washington, D.C. 20549
Attn: Alla Berenshteyn
Re: Vitae Pharmaceuticals, Inc.
Registration Statement on Form S-3 (File No. 333-207290)
Dear Ms. Berenshteyn:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Vitae Pharmaceuticals, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-referenced Registration Statement on Form S-3 effective at 4:30 p.m. Eastern Time on Thursday, November 5, 2015 or as soon thereafter as practicable.
The Company hereby acknowledges that:
· 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.
The Company hereby authorizes Keith Scherer of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.
Please provide a copy of the Commission’s order declaring the Registration Statement effective to Keith Scherer at Gunderson Dettmer, One Marina Park Drive, Suite 900, Boston, MA 02210. If possible, please also send such order by email to the attention of Keith Scherer at kscherer@gunder.com.
Thank you for your attention on this matter.
| Very truly yours, | |
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| Vitae Pharmaceuticals, Inc. | |
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| By: | /s/ Richard Morris |
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| Richard Morris |
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| Chief Financial Officer |
cc: Keith Scherer, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
