Via Facsimile and U.S. Mail
Mail Stop 6010
September 14, 2005
Mr. Gregory L. Weaver
Chief Financial Officer
Nastech Pharmaceutical Company Inc.
3450 Monte Villa Parkway
Bothell, WA 98021
Re: Nastech Pharmaceutical Company Inc.
Amendment #1 to Form 10-K for Fiscal Year Ended December 31,
2004
Filed April 29, 2005
File No. 000-13789
Dear Mr. Weaver:
We have limited our review of your filing to those issues we
have addressed in our comments. In our comments, we ask you to
provide us with information so we may better understand your
disclosure. Please be as detailed as necessary in your
explanation.
After reviewing this information, we may 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.
Item 8. Financial Statements and Supplementary Data, page 44
Notes to Consolidated Financial Statements, page 51
Note7 - Purchase and Sale of Nascobal Assets, page 56
1. Please tell us why it was appropriate to recognize the amount
paid
to Schwarz Pharma under the Acquisition Agreement as an asset and
how
that complies with SFAS 142. In so doing, please describe the
rights, title and interests that were initially granted to Schwarz
Pharma under the License and Supply Agreement and that you later
purchased.
Note 13 - Contractual Agreements, page 62
Pharmacia, page 63
2. Please tell us why it was appropriate to allocate $5 million to
deferred revenue and $5 million to (or $20 per share) equity . As
the market value of your common stock during that month appears to
have been significantly less than $20 per share, it is unclear how
that allocation was appropriate. Please also cite the literature
supporting your allocation.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provide the
requested information. Detailed letters greatly facilitate our
review. Please file your letter on EDGAR under the form type
label
CORRESP.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing include all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision. Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Keira Ino, Staff Accountant, at (202) 551-
3659,
or Oscar M. Young, Jr., Senior Accountant, at (202) 551-3622, if
you
have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 551-3679.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief Accountant
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Mr. Gregory L. Weaver
Nastech Pharmaceutical Company Inc.
September 14, 2005
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