[Letterhead of Shearman & Sterling LLP]
May 3, 2005
Via Email, Facsimile and Courier
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Attention: Nicholas P. Panos
Re: | BioMarin Pharmaceutical Inc. |
Soliciting Materials filed pursuant to Rule 14a-12 by Caduceus Capital Master Fund Limited et al. |
Dates Filed: April 15, 18 and 22, 2005 |
SEC File No. 0-26727 |
Dear Mr. Panos:
We have received your letter dated April 28, 2005 in which you comment on the above-captioned filings, and our responses, which we have numbered to correspond to the numbering of the comments in your letter, are set forth below.
1. | We will contact Sylvia J. Pilkerton in the Office of Edgar and Information Analysis to request guidance on changing the errant PREC14A header tag to the appropriate DFAN14A header tag. |
2. | We confirm that Exhibit A to our April 22, 2005 filing contains complete participant information. |
3. | We confirm that each of the nominees will be identified in future filings as a person making the filing under cover of Schedule 14A. |
In addition, please find enclosed with this letter photocopies of the acknowledgments that you requested from each of the filing persons. We will forward to you the original acknowledgments from each of the filing persons as soon as we receive them.
If you require anything further, please do not hesitate to contact the undersigned.
Very truly yours, |
/s/ JONATHAN E. KELLNER |
Jonathan E. Kellner |
Encl.
May 2, 2005
Via Facsimile and Courier
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Attention: Nicholas P. Panos
Re: | BioMarin Pharmaceutical Inc. |
Soliciting Materials filed pursuant to Rule 14a-12 by Caduceus Capital Master Fund Limited et al. |
Dates Filed: April 15, 18 and 22, 2005 |
SEC File No. 0-26727 |
Dear Mr. Panos:
We refer to your letter dated April 28, 2005 to Jonathan Kellner of Shearman & Sterling LLP. As requested in your letter, we hereby acknowledge that (1) we, as filing persons along with Messrs. Richard B. Brewer and Joseph Klein, III and Dr. Alan J. Lewis (collectively, the “Participants”), are responsible for the adequacy and accuracy of the disclosure in the Participants’ filings with the Securities and Exchange Commission (the “SEC”), including the soliciting materials filed on April 15, 18, and 22, 2005, (2) SEC staff comments or changes to disclosure in response to staff comments do not foreclose the SEC from taking any action with respect to the Participants’ filings with the SEC and (3) we may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
[Signatures on next page]
Caduceus Capital Master Fund Limited By OrbiMed Capital LLC, general partner | ||
By: | /s/ SAMUEL D. ISALY | |
Name: | Samuel D. Isaly | |
Title: | Managing Partner | |
Caduceus Capital II, L.P. By OrbiMed Advisors LLC, general partner | ||
By: | /s/ SAMUEL D. ISALY | |
Name: | Samuel D. Isaly | |
Title: | Managing Partner | |
OrbiMed Advisors LLC | ||
By: | /s/ SAMUEL D. ISALY | |
Name: | Samuel D. Isaly | |
Title: | Managing Partner | |
OrbiMed Capital LLC | ||
By: | /s/ SAMUEL D. ISALY | |
Name: | Samuel D. Isaly | |
Title: | Managing Partner | |
By: | /s/ SAMUEL D. ISALY | |
Name: | Samuel D. Isaly |
May 2, 2005
Via Facsimile and Courier
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Attention: Nicholas P. Panos
Re: | BioMarin Pharmaceutical Inc. |
Soliciting Materials filed pursuant to Rule 14a-12 by Caduceus Capital Master Fund Limited et al. |
Dates Filed: April 15, 18 and 22, 2005 |
SEC File No. 0-26727 |
Dear Mr. Panos:
I refer to your letter dated April 28, 2005 to Jonathan Kellner of Shearman & Sterling LLP. As requested in your letter, I hereby acknowledge that (1) I, as a filing person along with Caduceus Capital Master Fund Limited, Caduceus Capital II, L.P., OrbiMed Advisors LLC, OrbiMed Capital LLC, Mr. Samuel D. Isaly, Mr. Joseph Klein, III and Dr. Alan J. Lewis (collectively, the “Participants”), am responsible for the adequacy and accuracy of the disclosure in the Participants’ filings with the Securities and Exchange Commission (the “SEC”), including the soliciting materials filed on April 15, 18, and 22, 2005, (2) SEC staff comments or changes to disclosure in response to staff comments do not foreclose the SEC from taking any action with respect to the Participants’ filings with the SEC and (3) I may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
Very truly yours, |
/s/ RICHARD B. BREWER |
Richard B. Brewer |
May 2, 2005
Via Facsimile and Courier
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Attention: Nicholas P. Panos
Re: | BioMarin Pharmaceutical Inc. |
Soliciting Materials filed pursuant to Rule 14a-12 by Caduceus Capital Master Fund Limited et al. |
Dates Filed: April 15, 18 and 22, 2005 |
SEC File No. 0-26727 |
Dear Mr. Panos:
I refer to your letter dated April 28, 2005 to Jonathan Kellner of Shearman & Sterling LLP. As requested in your letter, I hereby acknowledge that (1) I, as a filing person along with Caduceus Capital Master Fund Limited, Caduceus Capital II, L.P., OrbiMed Advisors LLC, OrbiMed Capital LLC, Mr. Samuel D. Isaly, Mr. Richard B. Brewer and Dr. Alan J. Lewis (collectively, the “Participants”), am responsible for the adequacy and accuracy of the disclosure in the Participants’ filings with the Securities and Exchange Commission (the “SEC”), including the soliciting materials filed on April 15, 18, and 22, 2005, (2) SEC staff comments or changes to disclosure in response to staff comments do not foreclose the SEC from taking any action with respect to the Participants’ filings with the SEC and (3) I may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
Very truly yours, |
/s/ JOSEPH KLEIN, III |
Joseph Klein, III |
[Letterhead of Celgene]
May 2, 2005
Via Facsimile and Courier
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Attention: Nicholas P. Panos
Re: | BioMarin Pharmaceutical Inc. |
Soliciting Materials filed pursuant to Rule 14a-12 by Caduceus Capital Master Fund Limited et al. |
Dates Filed: April 15, 18 and 22, 2005 |
SEC File No. 0-26727 |
Dear Mr. Panos:
I refer to your letter dated April 28, 2005 to Jonathan Kellner of Shearman & Sterling LLP. As requested in your letter, I hereby acknowledge that (1) I, as a filing person along with Caduceus Capital Master Fund Limited, Caduceus Capital II, L.P., OrbiMed Advisors LLC, OrbiMed Capital LLC, Mr. Samuel D. Isaly, Mr. Richard B. Brewer and Mr. Joseph Klein, III (collectively, the “Participants”), am responsible for the adequacy and accuracy of the disclosure in the Participants’ filings with the Securities and Exchange Commission (the “SEC”), including the soliciting materials filed on April 15, 18, and 22, 2005, (2) SEC staff comments or changes to disclosure in response to staff comments do not foreclose the SEC from taking any action with respect to the Participants’ filings with the SEC and (3) I may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
Very truly yours, |
/s/ ALAN J. LEWIS |
Alan J. Lewis |