140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com
FIRM / AFFILIATE OFFICES | ||
|
Abu Dhabi |
Milan |
|
Barcelona |
Moscow |
|
Beijing |
Munich |
|
Boston |
New Jersey |
|
Brussels |
New York |
|
Century City |
Orange County |
February 8, 2016 |
Chicago |
Paris |
|
Dubai |
Riyadh |
|
Düsseldorf |
Rome |
|
Frankfurt |
San Diego |
|
Hamburg |
San Francisco |
|
Hong Kong |
Shanghai |
|
Houston |
Silicon Valley |
VIA EDGAR AND HAND DELIVERY |
London |
Singapore |
|
Los Angeles |
Tokyo |
United States Securities and Exchange Commission |
Madrid |
Washington, D.C. |
Division of Corporation Finance |
|
|
100 F Street, N.E. |
File No. 054208-0006 |
Washington, D.C. 20549-6010
Attention: |
Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance |
|
James Rosenberg, Senior Assistant Chief Accountant |
|
Alla Berenshteyn, Staff Attorney |
|
Vanessa Robertson, Staff Accountant |
|
|
Re: |
Corvus Pharmaceuticals, Inc. |
|
Registration Statement on Form S-1 |
|
Filed on January 4, 2016 |
|
File No. 333-208850 |
Ladies and Gentlemen:
On behalf of Corvus Pharmaceuticals, Inc. (the Company or Corvus), we are hereby filing Amendment No. 1 to the Companys Registration Statement on Form S-1 (Amendment No. 1) and supplementing the Companys response to the comment letter received from the staff of the Securities and Exchange Commission (the Staff) on December 7, 2015 (the Letter) relating to the draft Registration Statement on Form S-1 that the Company submitted on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on November 6, 2015 (the Draft Submission). Subsequent to the date of the Draft Submission, the Company filed its Registration Statement on Form S-1 with the Commission on January 4, 2016 (the Registration Statement) and Amendment No. 1 has been revised to reflect the Companys supplemental response to comment number 14 of the Letter. For your convenience, we are providing by overnight delivery a courtesy package that includes ten copies of Amendment No. 1, five of which have been marked to show changes from the Registration Statement, as well as a copy of this letter.
For ease of review, we have set forth below the numbered comment of your Letter in bold type followed by the Companys response thereto.
Licenses and Collaborations, page 92
14. Please revise to disclose when the licensed patents expire and clarify which party will bear the costs of patent litigation.
Response: In response to the portion of the Staffs comment relating to the expiration of patents, the Company respectfully refers the Staff to the Companys previous response included in its letter, dated December 10, 2015, responding to the Staffs comment. In response to the portion of the Staffs comment relating to which party will bear the costs of patent litigation, the Company has revised page 94 of Amendment No. 1 to include the requested disclosure. The Company respectfully advises the Staff that no patents have been licensed pursuant to, and no patent enforcement litigation obligations exist under, either the Companys license agreement with The Scripps Research Institute or the Companys collaboration agreement with Genentech, Inc.
* * *
We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3063 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.
|
Very truly yours, |
|
|
|
|
|
Miles P. Jennings, Esq. |
|
of LATHAM & WATKINS LLP |
cc: |
Richard A. Miller, Corvus Pharmaceuticals, Inc. |
|
Leiv Lea, Corvus Pharmaceuticals, Inc. |
|
Alan C. Mendelson, Esq., Latham & Watkins LLP |
|
Kathleen M. Wells, Esq., Latham & Watkins LLP |
|
Bruce K. Dallas, Esq., Davis Polk & Wardwell LLP |