April 16, 2018
Via EDGAR Submission
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, DC 20549-7010
Re: | MorphoSys AG |
Registration Statement on FormF-1
FileNo. 333-223843
Dear Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join the request of MorphoSys AG (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 pm. Eastern Time on April 18, 2018, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 9, 2018:
(i) | Dates of distribution: April 9, 2018 through the date hereof |
(ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 5 |
(iii) | Number of preliminary prospectuses furnished to investors: approximately 4,810 |
(iv) | Number of preliminary prospectuses distributed to others, including the Company, Company’s counsel, independent accountants, and underwriters’ counsel: approximately: 15 |
We, the undersigned, as the representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934.
(signature page follows)
Very truly yours,
GOLDMAN SACHS & CO. LLC
As representative of the several underwriters
By: | /s/ David Bauer | |
Name: | David Bauer | |
Title: | Managing Director |
J.P. MORGAN SECURITIES LLC
As representative of the several underwriters
By: | /s/ Stefan Weiner | |
Name: | Stefan Weiner | |
Title: | Managing Director |
LEERINK PARTNERS LLC
As representative of the several underwriters
By: | /s/ John I. Fitzgerald | |
Name: | John I. Fitzgerald, Esq. | |
Title: | Managing Director |
(Signature Page to Acceleration Request Letter)