Via Facsimile and U.S. Mail
Mail Stop 6010
September 2, 2005
Randal W. Scott
Chief Executive Officer
Genomic Health, Inc.
301 Penobscot Drive
Redwood City, CA 94063
Re: Genomic Health, Inc.
Amendment #1 to Registration Statement on Form S-1
Filed August 22, 2005
File Number 333-126626
Dear Mr. Scott:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Our Business, pages 1-2
1. We note your response to our previous comment #8. Please
quantify
the degree of correlation found between the Recurrence Score and
the
likelihood of cancer reoccurrence in the study conducted with the
NSABP and the breast cancer survival rate after 10 years in the
study
conducted with Kaiser Permanente. Also briefly explain the
correlation coefficient to put in perspective how the values
obtained
place them in the range of no correlation to perfect correlation.
Risk Factors, pages 7-21
2. The headings for the first & second risk factors on page 15 do
not
distinguish sufficiently between the subject of the two risks
factors. Please revise the risk factor headings to accurately
describe the separate risk factor disclosure in each of these risk
factors.
3. Please disclose the number of shares of common stock issuable
upon
conversion of preferred stock that could be registered for resale
six
months after the offering in the last risk factor on page 20.
Management`s Discussion and Analysis of Financial Condition and
Results of..., page 29
Financial Operations Overview, page 30
Research and Development Expenses, page 30
4. Please disclose the research and development costs incurred
during
each period presented and to date that indicates how your
resources
are being used on the projects (i.e. by technology development,
clinical studies, salaries and benefits, overhead and facility
cost,
contract services, and other).
Incyte Agreements, pages 66-67
5. Please disclose separately the amounts already paid and the
amount
of potential additional payments under;
* the Life Sec agreement for access fees paid in 2002 and 2003 and
the one time milestone fee, and
* the patent license agreement for the one time non-refundable
license fees payable upon the licensing of each patent.
Consolidated Financial Statements, page F-1
Notes to Consolidated Financial Statements, page F-7
Note 1. The Company and Summary of Significant Accounting Policies
- -
Revenue..., page F-10
6. Please refer to your revised disclosure in the last paragraph
in
response to comment 45 of our August 11, 2005 letter. We
reiterate
our comment in part to clarify in what circumstance revenue is
recognized as costs are incurred versus as milestones are
achieved.
Further, in the case of "as cost are incurred," clarify why that
is
an appropriate revenue recognition method in your circumstances.
Also, in the case of "as milestones are achieved," clarify whether
the amount recognized represents payment for substantive work that
you performed.
Note 7 Stock Option Plan, F-18
7. Please tell us why the grant of 357,000 options during 2005
with a
weighted average exercise price of $1 resulted in only $435,000 of
additional deferred compensation during the six months ended June
30,
2005 given the deemed fair values provided in your August 3, 2005
submission to the staff.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Keira Ino at (202) 551-3659 or Jim Rosenberg at
(202)
551-3679 if you have questions regarding comments on the financial
statements and related matters. Please contact Albert Lee at
(202)
551-3654 or me at (202) 551-3715 with any other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: Justin D. Hovey
Pillsbury Winthrop Shaw Pittman LLP
P.O. Box 7880
San Francisco, CA 94120
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Randal W. Scott
Genomic Health, Inc.
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