COWENAND COMPANY, LLC
RBC CAPITAL MARKETS, LLC
As Representatives of the several Underwriters
c/o Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
April 13, 2015
VIA ELECTRONIC SUBMISSION
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-7010
| Re: | KemPharm, Inc. |
Registration Statement Filed on Form S-1
Registration No. 333-202660
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, we, as representatives of the several Underwriters, wish to advise you that we anticipate distributing approximately 260 copies of the Preliminary Prospectus to underwriters, dealers, institutions and others.
The undersigned have and will, and each participating underwriter and dealer has advised the undersigned that it has and will, comply with the provisions of SEC Release No. 33-4968 of the Act and Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Daylight Time, on Wednesday, April 15, 2015 or as soon thereafter as practicable.
| Very truly yours, | ||||
| COWEN AND COMPANY, LLC | ||||
| By: | /s/ Grant Miller | |||
| Name: | Grant Miller | |||
| Title: | Managing Director | |||
| RBC CAPITAL MARKETS, LLC | ||||
| By: | /s/ Susan Kirtland | |||
| Name: | Susan Kirtland | |||
| Title: | Director | |||
[SIGNATURE PAGE TO ACCELERATION REQUEST OF THE UNDERWRITERS]
