J.P. MORGAN SECURITIES INC.
383 Madison Avenue
New York, New York 10179
MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036
CREDIT SUISSE SECURITIES (USA) LLC
11 Madison Avenue
New York, New York 10010
February 1, 2010
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Mr. Jeffrey Riedler |
| Ms. Nandini Acharya |
Re: | Ironwood Pharmaceuticals, Inc. |
Dear Sir/Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, wish to advise you that the undersigned effected the following approximate distribution of copies of (i) the Registration Statement, Form S-1 as filed on November 20, 2009, and (ii) the Preliminary Prospectus issued January 20, 2010, during the period January 20, 2010 through 5:00 p.m., Eastern Standard Time, January 28, 2010, as follows:
Registration Statement |
| Preliminary Prospectus |
5 to 5 Underwriters |
| 6,834 to Underwriters, Dealers, Institutions, and Others |
Registration Statement |
| Preliminary Prospectus |
Total: 5 |
| Total: 6,834 |
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the Act, we hereby join in the request of Ironwood Pharmaceuticals, Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 5:00 p.m. Eastern Standard Time on February 2, 2010, or as soon thereafter as practicable.
| Very truly yours, | ||
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| J.P. MORGAN SECURITIES INC. | ||
| MORGAN STANLEY & CO. INCORPORATED | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
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| For themselves and on behalf of the | ||
| several Underwriters. | ||
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| J.P. MORGAN SECURITIES INC. | ||
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| By: | /s/ Kashif Riaz | |
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| Kashif Riaz | (Authorized Signatory) |
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| MORGAN STANLEY & CO. INCORPORATED | ||
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| By: | /s/ John D. Tyree | |
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| John D. Tyree | (Authorized Signatory) |
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| CREDIT SUISSE SECURITIES (USA) LLC | ||
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| By: | /s/ Sumit Khedekar | |
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| Sumit Khedekar | (Authorized Signatory) |
