AMICUS THERAPEUTICS, INC.
6 Cedar Brook Drive
Cranbury, New Jersey 08512
May 25, 2007
Via EDGAR and Facsimile
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Suzanne Hayes
Re: Amicus Therapeutics, Inc,
Registration Statement on Form S-1, as amended
File No. 333-141700
Registration Statement on Form 8-A
File No. 001-33497
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, and Rule 12(b)-6 of the Securities Exchange Act of 1934, as amended, Amicus Therapeutics, Inc., a Delaware corporation (the “Company”), hereby requests that the effectiveness of the Company’s above-referenced Registration Statement on Form S-1, as amended, and Registration Statement on Form 8-A be accelerated to3:00 p.m. Eastern Daylight Time, on Wednesday, May 30, 2007, or as soon as practicable thereafter, unless you are orally or in writing notified to the contrary by the Company prior to such date and time.
Morgan Stanley & Co. Incorporated and Merrill Lynch & Co. are the principal underwriters in connection with the Company’s above-referenced Registration Statement on Form S-1. We enclose with this request a letter from the underwriters joining in the Company’s request for acceleration of the Registration Statement.
The Company hereby acknowledges that:
• | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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. |
Should you have any questions regarding this request, please do not hesitate to contact Julio E. Vega (617-951-8901) or Meerie M. Joung (617-951-8840) of Bingham McCutchen LLP.
Sincerely, | |
AMICUS THERAPEUTICS, INC. | |
/s/ Douglas A. Branch | |
Douglas A. Branch, Esq. Vice President & General Counsel |
cc: Julio E. Vega, Esq.,Bingham McCutchen LLP
Meerie M. Joung, Esq.,Bingham McCutchen LLP
Patrick O'Brien, Esq.,Ropes & Gray LLP
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, NY 10080
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Suzanne Hayes
Re: | Amicus Therapeutics, Inc, | ||
Registration Statement on Form S-1, as amended | |||
File No. 333-141700 | |||
Registration Statement on Form 8-A | |||
File No. 001-33497 |
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Merrill Lynch, Pierce, Fenner & Smith