December 3, 2008
Via Edgar and Facsimile
Mr. Jeffrey Riedler
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 6010
100 F Street NE
Washington, D.C. 20549
RE: | Facet Biotech Corporation |
| Registration Statement on Form 10 (as amended) |
| File no. 1-34154 |
Dear Mr. Riedler:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Facet Biotech Corporation (the “Company”) hereby requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement to 1:00 p.m., Eastern Time, on December 4, 2008, or as soon thereafter as practicable.
The Company hereby acknowledges that:
· should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Thank you for your assistance. If you should have any questions, please call Howard Clowes of DLA Piper LLP (US), counsel to the Company, at 415.836.2510.
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| Sincerely, | |
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| Facet Biotech Corporation | |
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| By: | /s/ Andrew Guggenhime |
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| Name: | Andrew Guggenhime |
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| Title: | Chief Financial Officer |
cc: | DLA Piper LLP (US) |
| J. Howard Clowes, Esq. (via e-mail: howard.clowes@dlapiper.com) |
| Eric Wang, Esq. (via e-mail: eric.wang@dlapiper.com) |