October 21, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Healthcare & Insurance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attention: | Sonia Bednarowski |
Justin Dobbie |
Sasha Parikh |
Angela Connell |
| Re: | Oyster Point Pharma, Inc. |
Draft Registration Statement on FormS-1 |
Submitted on July 25, 2019 |
CIK No. 0001720725 |
Ladies and Gentlemen:
On behalf of our client, Oyster Point Pharma, Inc. (the “Company”), we submit this letter in response to Comment 6 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated August 21, 2019 relating to the above referenced Draft Registration Statement on FormS-1 (the “Registration Statement”). We are concurrently filing via EDGAR this letter and Amendment No. 2 to the Registration Statement (the “Submission No. 5”). For the Staff’s reference, we have included both a clean copy of Submission No. 5 and a copy marked to show all changes from the Registration Statement filed on October 15, 2019.
In this letter, we have recited the relevant comment from the Staff in italicized, bold type and have followed the comment with the Company’s response. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to the page of Submission No. 5.
Draft Registration Statement on FormS-1
| 6. | We note your disclosure on page 28 that Pfizer owns three U.S. patents covering Chantix, its varenicline tartrate product. Please expand your discussion in this risk factor or a separate risk factor to describe in detail how Pfizer’s patents may limit the type of patent protection you are able to receive forOC-01, and provide a summary of this risk in your prospectus summary section. Alternatively, tell us why this is not necessary. |
Securities and Exchange Commission
October 21, 2019
Page 2
The Company respectfully advises the Staff that on October 18, 2019, it entered into anon-exclusive patent license agreement (the “License Agreement”) with Pfizer Inc. (“Pfizer”). Pursuant to the License Agreement, Pfizer granted the Companynon-exclusive rights under Pfizer’s patent rights covering varenicline tartrate and related salts thereof, including U.S. Patent Nos.: 7,265,119 and 6,890,927 to develop, manufacture and commercialize itsOC-01 varenicline product candidate for the treatment of any ophthalmic disease or condition via nasal administration in the United States.
The Company further advises the Staff that it has revised the disclosure on pages 5, 26, 27, 28, 29, 33, 34, 70 and 106 of Submission No. 5 to reflect the signing of the License Agreement. The Company has also filed a redacted version of the License Agreement as an exhibit to Submission No. 5.
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Securities and Exchange Commission
October 21, 2019
Page 3
Please direct any questions with respect to this filing to me at (212)497-7736 or mbaier@wsgr.com.
Sincerely,
WILSON SONSINI GOODRICH &
ROSATI
Professional Corporation
/s/ Megan J. Baier
Megan J. Baier
| cc: | Jeffrey Nau, Ph.D., M.M.S., Oyster Point Pharma, Inc. |
Daniel Lochner, Oyster Point Pharma, Inc.
Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C.
Jennifer Fang, Wilson Sonsini Goodrich & Rosati, P.C.
Brian J. Cuneo, Latham & Watkins LLP
Nathan Ajiashvili, Latham & Watkins LLP