July 15, 2013
VIA EDGAR AND E-MAIL
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: | Jeffrey Riedler, Assistant Director | |
Jennifer Riegel, Special Counsel | ||
Karen Ubell, Staff Attorney | ||
Lisa Vanjoske, Senior Staff Accountant | ||
Tabatha Akins, Staff Accountant | ||
Re: | OncoMed Pharmaceuticals, Inc. | |
Registration Statement on Form S-1 (Registration No. 333-181331) |
Ladies and Gentlemen:
In accordance with Rule 461of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-181331) (the “Registration Statement”) of OncoMed Pharmaceuticals, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on July 17, 2013, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Zachary Hale at (650) 463-2638.
The Company acknowledges the following:
• | should the Securities and Exchange Commission (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. |
800 Chesapeake Drive Redwood City, CA 94063 Phone: 650-995-8200 Fax: 650-298-8600 www.oncomed.com
Thank you for your assistance in this matter.
Very truly yours, | ||
ONCOMED PHARMACEUTICALS, INC. | ||
By: | /s/ Alicia J. Hager | |
Dr. Alicia J. Hager, Esq. | ||
Vice President and General Counsel |
cc: | Donald J. Murray, Covington & Burling LLP |
Alan C. Mendelson, Latham & Watkins LLP |
Mark V. Roeder, Latham & Watkins LLP |
800 Chesapeake Drive Redwood City, CA 94063 Phone: 650-995-8200 Fax: 650-298-8600 www.oncomed.com