View:
[LEXICON
PHARMACEUTICALS, INC. LETTERHEAD]
September
16, 2009
Securities
and Exchange Commission
Division
of Corporate Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attention: Ms.
Laura Crotty
Re: Lexicon
Pharmaceuticals, Inc.
Registration Statement on Form
S-3
Filed September 2, 2009
File No. 333-161696
Dear Ms.
Crotty:
On behalf
of Lexicon Pharmaceuticals, Inc., we submit the following responses to the
comments received on September 15, 2009 from the Securities and Exchange
Commission’s staff with respect to Lexicon’s registration statement on Form S-3
(File No. 333-161696). Your comments and our responses to those
comments are set forth below.
Documents Incorporated by
Reference, page 24
|
1.
|
We
note the statement in your Form 10-K for the fiscal year ended December
31, 2008, which is incorporated by reference into the above listed
registration statement, that the company’s disclosure controls and
procedures were “sufficiently effective” to ensure that the information
required to be disclosed under the Securities Exchange Act of 1934 was
gathered, analyzed and disclosed with adequate timeliness, accuracy and
completeness, based on an evaluation of such controls and procedures at
the end of the fiscal year. Given the use of the word
“sufficiently” it remains unclear whether your chief executive officer and
chief financial officer have concluded that your disclosure controls and
procedures are effective. Please confirm that in your next Form
10-K you will state, in clear and unqualified language, the conclusions
reached by your chief executive officer and chief financial officer on the
effectiveness of your disclosure controls and
procedures.
|
|
Response:
|
We
confirm that in our next annual report on Form 10-K we will state, in
clear and unqualified language, the conclusions reached by our chief
executive officer and chief financial officer on the effectiveness of our
disclosure controls and procedures.
|
Please do
not hesitate to contact the undersigned at (281) 863-3321 with any comments or
questions concerning this letter or the above-referenced registration
statement.
Very
truly yours,
/s/
Jeffrey L. Wade
Jeffrey
L. Wade
Executive
Vice President and
General
Counsel