Charles J. Bair (858) 550-6142 cbair@cooley.com | VIA EDGAR AND FEDERAL EXPRESS |
August 2, 2010
United States Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 4720
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Jeffrey Riedler |
John L. Krug |
Daniel Greenspan |
Vanessa Robertson |
Joel Parker |
Re: | Trius Therapeutics, Inc. |
Registration Statement on Form S-1 (File No. 333-162945) |
Amendment No. 7 |
Dear Ms. Robertson and Messrs. Riedler, Krug, Greenspan and Parker:
Enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended, on behalf of our client, Trius Therapeutics, Inc. (the“Company”), is Amendment No. 7 (“Amendment No. 7”) to the Company’s Registration Statement on Form S-1 (the“Registration Statement”) originally filed with the Securities and Exchange Commission (the“Commission”) on November 6, 2009. The copy of Amendment No. 7 enclosed herewith is marked to show changes to Amendment No. 6 to the Registration Statement filed with the Commission on July 13, 2010 (“Amendment No. 6”).
Please note that, following effectiveness of the Registration Statement1, the Company intends to file a free writing prospectus (the“Free Writing Prospectus”) with the Commission reflecting any material changes between the information included in Amendment No. 6 and the final terms of the offering. Copies of Amendment No. 7 and the Free Writing Prospectus will be distributed electronically to investors prior to confirmation of orders.
The Company respectfully requests the Staff’s assistance in completing the review of Amendment No. 7 as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding Amendment No. 7 or this letter to me at (858) 550-6142 or Michael L. Penley, Esq. at (858) 550-6028.
1 | Concurrently herewith, the Company has requested that the Commission take appropriate action to cause the Registration Statement to become effective on August 2, 2010, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable. |
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
August 2, 2010
Page Two
Sincerely,
Cooley LLP
/s/ Charles J. Bair
Charles J. Bair, Esq.
cc: | Jeffrey Stein, Ph.D., Trius Therapeutics, Inc. |
John P. Schmid, Trius Therapeutics, Inc. |
M. Wainwright Fishburn, Jr., Esq., Cooley LLP |
Michael L. Penley, Esq., Cooley LLP |
Patrick A. Pohlen, Esq., Latham & Watkins LLP |
Cheston J. Larson, Esq., Latham & Watkins LLP |
Divakar Gupta, Esq., Latham & Watkins LLP |
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM