[NeurogesX, Inc. Letterhead]
January 6, 2012
Mellissa Campbell Duru
Special Counsel
Division of Corporation Finance
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
Washington, D.C. 20549-3628
| Re: | NeurogesX, Inc. |
| Schedule TO-I |
| Filed November 14, 2011 |
| File No. 5-82872 |
Dear Ms. Duru:
NeurogesX, Inc (the “Company”) is submitting this letter in response to the comment received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) orally by telephone to Michael O’Donnell, counsel to the Company, with respect to the Company’s Schedule TO-1 (File No. 5-82872) filed with the SEC on November 14, 2011 (the “Schedule TO”). For your convenience, we have summarized what we believe is your comment and have provided a response to such comment below.
COMMENT:Please confirm that the forms of Exhibits attached to the Schedule TO were delivered to the individuals eligible to participate in the tender offer on a timely basis prior to the expiration of the offer.
RESPONSE:In response to the Staff’s comment, we respectfully submit that all forms attached to the Schedule TO were delivered to the individuals eligible to participate in the tender offer on a timely basis prior to the expiration of the offer as follows:
Deliverable | Reference | Delivery Date | ||
| Schedule TO and supporting documents | Schedule TO and Exhibits (a)(1)(A) through (a)(1)(G) | November 14, 2011 | ||
| Reminder e-mail #1 | Exhibit (a)(1)(E) to Schedule TO | November 28, 2011 | ||
| Reminder e-mail #2 | Exhibit (a)(1)(E) to Schedule TO | December 7, 2011 | ||
| Last day e-mail (containing final exchange ratios and exercise price information) | Exhibit (a)(1)(E) to Schedule TO | December 12, 2011 at 2:09 p.m. Pacific Standard Time | ||
Mellissa Campbell Duru
Special Counsel
Division of Corporation Finance
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
Page 2 of 2
* * *
In connection with our responses to your comments, the Company acknowledges that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Should the Staff have any further questions or comments, please do not hesitate to contact me at (650) 358-3300.
| Sincerely, |
| /s/ Stephen Ghiglieri |
Stephen Ghiglieri Executive Vice President, Chief Operating Officer and Chief Financial Officer |
| Cc: | Ronald A. Martell, |
President and Chief Executive Officer
NeurogesX, Inc.
Michael O’Donnell, Esq.
Michael Frank, Esq.
Jessica Rice, Esq.
Gavin McCraley, Esq.
Morrison & Foerster LLP
