January 5, 2015
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Jeffrey P. Riedler, Assistant Director |
| Matthew Jones, Attorney Advisor |
| Re: | Alder BioPharmaceuticals, Inc. |
| Registration Statement on Form S-1 |
| File No. 333-201201 |
Dear Mr. Riedler and Mr. Jones:
In connection with the above-referenced Registration Statement on Form S-1 (File No. 333-201201) (the “Registration Statement”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, as representatives for the several underwriters in the offering of common shares of Alder BioPharmaceuticals, Inc. (the “Company”), pursuant to such Registration Statement (the “Offering”), we hereby join the Company in requesting that the effective date for such Registration Statement be accelerated so that it will be declared effective at 3:00 p.m., Eastern Time, on January 7, 2015, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Pursuant to Rule 460 of the Act, we wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, as the representative of the underwriters, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
(Signature Page Follows)
Very truly yours,
CREDIT SUISSE SECURITIES (USA) LLC LEERINK PARTNERS LLC WELLS FARGO SECURITIES, LLC As representatives of the several underwriters
CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Yasir Al-Wakeel | |
| Name: | Yasir Al-Wakeel | |
| Title: | Director | |
| LEERINK PARTNERS LLC | ||
| By: | /s/ Bryan Giraudo | |
| Name: | Bryan Giraudo | |
| Title: | Managing Director | |
| WELLS FARGO SECURITIES, LLC | ||
| By: | /s/ Elizabeth A. DiChiaro | |
| Name: | Elizabeth A. DiChiaro | |
| Title: | Managing Director | |
| cc: | Randall C. Schatzman |
| Alder BioPharmaceuticals, Inc. |
| Sonya F. Erickson |
| John T. McKenna |
| Cooley LLP |
| David J. Segre |
| Michael Nordtvedt |
| Wilson Sonsini Goodrich & Rosati, P.C. |
[SIGNATURE PAGE TO ACCELERATION REQUEST OF THE UNDERWRITERS]