[HELLER EHRMAN ATTORNEYS LETTERHEAD]
November 22, 2004
Matthew M. Gosling
MGosling@hewm.com
Direct (650) 324-7159
Direct Fax (650) 324-6031
Main (650) 324-7000
Fax (650) 324-0638
CONFIDENTIAL FOR USE OF THE COMMISSION ONLY
VIA EMAIL "PEKLENKJ@SEC.GOV"
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W. - Mailstop 3-9
Washington, D.C. 20549
Attn: Mr. James Peklenk
RE: ADEZA BIOMEDICAL CORPORATION
AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1,
FILED OCTOBER 27, 2004 (FILE NO. 333-118012)
Ladies and Gentlemen:
On behalf of Adeza Biomedical Corporation ("Adeza"), this letter responds
to the oral comments of Mr. James Peklenk of the Staff of the Securities and
Exchange Commission (the "Staff") made in a November 19, 2004 telephone
conversation between Mr. Peklenk and myself in connection with the
above-referenced registration statement (the "Registration Statement"). Mr.
Peklenk's oral comments were provided in connection with the letter dated
November 18, 2004 (the "November 18 Response Letter") submitted on behalf of
Adeza in response to the comments of the Staff on Amendment No. 2 to the
Registration Statement set forth in the Staff's letter dated November 16, 2004
(the "November 16 Comment Letter").
In accordance with 17 C.F.R. ss. 200.83(c), we have provided a letter to
the Staff and the Office of Freedom of Information and Privacy Act Operations
requesting confidential treatment for certain portions of Adeza's responses set
forth in this response letter (the "Specified Information"). Adeza has redacted
the Specified Information from the letter filed via EDGAR and has included such
information solely in paper copies of the letter submitted to the Staff.
The following are Adeza's responses to the oral comments provided by Mr.
Peklenk on November 19, 2004.
1. COMMENT: REVISE THE ROLL FORWARD TABLE PROVIDED IN THE NOVEMBER 18 RESPONSE
LETTER IN RESPONSE TO COMMENT 1D OF THE NOVEMBER 16 COMMENT LETTER SO THAT IT
SETS FORTH INFORMATION WITH RESPECT TO ROYALTIES UNDER THE AGREEMENT WITH THE
FORMER DISTRIBUTOR. IN ADDITION, INCLUDE IN THE ROLL FORWARD TABLE INFORMATION
AS OF JUNE 30, 2004 AND THE AMOUNT OF NET PRODUCT SALES FOR WHICH ROYALTIES WERE
ACCRUED IN EACH PERIOD.
[HELLER EHRMAN ATTORNEYS LETTERHEAD] James Peklenk
November 22, 2004
Page 2
RESPONSE: [*]
2. COMMENT: DESCRIBE HOW THE ROYALTY UNDER THE AGREEMENT WITH THE FORMER
DISTRIBUTOR WAS CALCULATED.
RESPONSE: [*]
3. COMMENT: DESCRIBE THE PAYMENT TERMS SET FORTH IN THE AGREEMENT WITH THE
FORMER DISTRIBUTOR.
RESPONSE: [*]
4. COMMENT: DESCRIBE ANY CORRESPONDENCE OR COMMUNICATION BETWEEN ADEZA AND THE
FORMER DISTRIBUTOR AS TO ADEZA'S PAYMENT OF ROYALTIES UNDER THE AGREEMENT WITH
THE FORMER DISTRIBUTOR.
RESPONSE: [*]
5. COMMENT: THE NOVEMBER 18 RESPONSE LETTER INDICATES THAT WHETHER ROYALTIES
WERE IN FACT PAYABLE UNDER THE AGREEMENT WITH THE FORMER DISTRIBUTOR WAS SUBJECT
TO A COMPLEX FACTUAL AND LEGAL ANALYSIS. PROVIDE ADDITIONAL DETAILS REGARDING
THE FACTUAL AND LEGAL ANALYSIS UNDERTAKEN BY ADEZA, EXPLAINING (I) WHY THE
ANALYSIS REQUIRED COULD NOT HAVE BEEN PERFORMED AND REASONABLE ASSURANCE
OBTAINED AS TO THE ROYALTY OBLIGATION PRIOR TO OCTOBER 2004 AND (II) WHAT
SPECIFIC ECONOMIC EVENT OR EVENTS OCCURRED IN 2004 THAT CAUSED ADEZA TO
DETERMINE THAT THE LIABILITY IN RESPECT OF ROYALTIES ACCRUED UNDER THE AGREEMENT
WITH THE FORMER DISTRIBUTOR DID NOT IN FACT EXIST?
RESPONSE: [*]
* * *
In addition, Adeza hereby requests, pursuant to 17 C.F.R. ss. 200.83, that
the provisions of this letter, as indicated by [*], be maintained in confidence,
not be made part of any public record and not be disclosed to any person as it
contains confidential information. In accordance with 17 C.F.R. ss.
200.83(d)(1), if any person (including any governmental employee who is not an
employee of the Commission) should request access to or an opportunity to
inspect this letter, we request that we be immediately notified of any such
request, be furnished with a copy of all written materials pertaining to such
request (including, but not limited to, the request itself) and be given at
least ten business days advance notice of any intended release so that Adeza
may, if deemed necessary or appropriate, pursue any remedies available to it. In
such event, we request that you telephone Matthew Gosling of Heller Ehrman White
& McAuliffe LLP ("HEWM") at (650) 324-7159 or Sarah O'Dowd of HEWM at (650)
324-7045, in addition to relying upon the United States Mail for such notice.
Sincerely,
/s/ Matthew M. Gosling
Matthew M. Gosling
*FOIA CONFIDENTIAL TREATMENT REQUEST* CONFIDENTIAL TREATMENT REQUESTED BY ADEZA
BIOMEDICAL CORPORATION IN CONNECTION WITH AMENDMENT NO. 3 TO REGISTRATION
STATEMENT ON FORM S-1 (FILE NO. 333-118012)