July 3, 2019
Mondher Mahjoubi
Chief Executive Officer
Innate Pharma S.A.
117 Avenue de LuminyBP 30191
13009 Marseille, France
Re: Innate Pharma S.A.
Draft Registration Statement on Form F-1
Submitted June 10, 2019
CIK No. 0001598599
Dear Dr. Mahjoubi:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1
Overview, page 1
1. We note your statement that you "may be eligible to receive an aggregate
of
approximately $5.5 billion in future contingent payments from existing
collaboration
agreements and potential license agreements." Please revise to disclose
any material
assumptions factored into this estimated future payment.
2. Please revise the chart on page 2 so that the text within the various
columns is legible. We
note similar legibility concerns with other graphic images throughout
the prospectus and
ask that you improve their legibility.
Mondher Mahjoubi
FirstName LastNameMondher Mahjoubi
Innate Pharma S.A.
Comapany NameInnate Pharma S.A.
July 3, 2019
July 3, 2019 Page 2
Page 2
FirstName LastName
Implications of Being an Emerging Growth Company, page 7
3. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Use of Proceeds, page 74
4. We note that the net proceeds will be used to fund the clinical
development of a number of
your product candidates. Please revise your disclosure to specify how
far in the clinical
development you expect to reach with the net proceeds for each of the
identified product
candidates.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Contractual Obligations, page 101
5. Please disclose the aggregate amount of milestone obligations that
have been excluded
from the table and the general description of the triggering events.
Business, page 109
6. We note that throughout this section you use the phrase "potentially
first-in-class" to
describe certain of your product candidates that are still in clinical
development. Please
tell us the basis for your belief that these product candidates will
be first-in-class or,
alternatively, please revise these descriptions for non-FDA approved
drugs.
7. Please add a section summarizing the history and development of your
company. In doing
so, please discuss any important events in the development of your
business. Please refer
to Item 4.a of Form F-1 and Item 4.A.4 of Form 20-F. If you do not
believe such
information would be material to an understanding of the general
development of your
business, please tell us why. In this regard, we note your statements
on pages 1 and 4,
respectively, that "[w]e have a 20-year history of research and
development in immuno-
oncology" and "[o]ur rich heritage and leadership in the field of
innate immunity," as well
as other similar statements throughout the prospectus.
Collaboration and licensing agreement with Sanofi, page 146
8. We note that pursuant to the agreement you may be entitled to
royalties on net sales.
Similar to how you have quantified other royalty payments, please
disclose a range for the
agreement that does not exceed ten percent.
Mondher Mahjoubi
FirstName LastNameMondher Mahjoubi
Innate Pharma S.A.
Comapany NameInnate Pharma S.A.
July 3, 2019
July 3, 2019 Page 3
Page 3
FirstName LastName
Notes to the Consolidated Financial Statements
2) Accounting Policies
g) Intangible assets, page F-22
9. Please tell us how your policy to amortize licensed rights after
obtaining marketing
approval or after entering in an out-license collaboration agreement
with a third-party
complies with paragraph 97 of IAS 38 in which intangible assets are
required to be
amortized when it is available for use.
6) Intangible assets
Monalizumab rights under the 2014 Monalizumab (NKG2A) Novo Nordisk agreement,
page F-
35
10. We note that you amortize Monalizumab rights over the anticipated
residual duration of
the Phase II trials. Please tell us how AstraZeneca's exercise of the
2015 Option affected
the amortization period. Provide an analysis to support why it did or
did not affect the
amortization period. Tell us what period you are amortizing the 13.1
million payment in
October 2018 over.
Anti-CD39 Rights Acquired from Orega Biotech, page F-35
11. Please disclose the amount of payments recognized for Anti-CD39
recorded in the
financial statements. In addition, quantify the potential obligations
remaining under the
Orega Biotech licensing agreement and the description of events that
would trigger those
payments.
13) Revenue and Government Financing for Research Expenditures
a) Revenue Recognition Related to Monalizumab AstraZeneca Agreements and
Amendments,
page F-52
12. We note that some costs incurred under the AstraZeneca sublicense are
included in
revenues, while others are in research and development expenses.
Please tell us your
basis for determining their classification. Cite the relevant
accounting guidance to support
your classification.
b) Revenue Recognition Related to IPH5201 AstraZeneca Collaboration and Option
Agreement,
page F-53
13. Please clarify whether the research and development cost
reimbursements are limited to
certain activities in preclinical studies or whether you are also
reimbursed for activities in
the Phase I trial. In addition, clarify the period through which the
revenues are
recognized. In this regard, we note that you may be recognizing
revenues through
preclinical studies while obligated to provide research and
development services also in
Phase I clinical trial.
Mondher Mahjoubi
Innate Pharma S.A.
July 3, 2019
Page 4
14. Please explain to us the basis for this statement "The Company
considered that the upfront
payment is a variable consideration."
Item 8. Exhibits and Financial Statement Schedules, page II-3
15. Please identify the exhibits as to which you expect to omit certain
portions because you
believe they are not material and would likely cause you competitive
harm if disclosed
General
16. Please provide us mockups of any pages that include any additional
pictures or graphics to
be presented, including any accompanying captions. Please keep in
mind, in scheduling
your printing and distribution of the preliminary prospectus, that we
may have comments
after our review of these materials.
You may contact Keira Nakada at 202-551-3659 or Lisa Vanjoske at
202-551-3614 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any
other
questions.
FirstName LastNameMondher Mahjoubi Sincerely,
Comapany NameInnate Pharma S.A.
Division of
Corporation Finance
July 3, 2019 Page 4 Office of
Healthcare & Insurance
FirstName LastName