June 1,
2009
Securities
and Exchange Commission
Division
of Corporate Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attention: Ms.
Jennifer Riegel
Division of Corporate
Finance
Re: Lexicon Pharmaceuticals,
Inc.
Preliminary Proxy Statement on Schedule
14A filed May 22, 2009
File
Number: 000-30111
Dear Ms.
Riegel:
On behalf
of Lexicon Pharmaceuticals, Inc., we submit the following response to the
comment received on May 29, 2009 from the Securities and Exchange Commission’s
staff with respect to Lexicon’s preliminary proxy statement filed on May 22,
2009 (File No. 000-30111). Your comment and our response to that
comment are set forth below.
Proposed Amendment to Our
Certificate of Incorporation, page 4
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1.
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Please
expand your disclosure on page 4 to state the price at which the shares
under the securities purchase agreement will be issued and the number of
shares that could be issued under the
agreement.
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Response:
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We
will include the following additional disclosure on page 4 of our
definitive proxy statement:
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The
price per share of each rights offering would be designated by Invus in a
range between $4.50 and a then-current average market price of our common
stock, and the number of shares to be issued in each rights offering would
be determined by the dollar amount of the rights offering and the
designated price per share. For purposes of illustration, if we
were to conduct both rights offerings for the maximum dollar amounts
contemplated by the securities purchase agreement at an assumed price
equal to the $1.39 closing price per share of our common stock on the
Nasdaq Global Market on May 29, 2009, we would issue a total of
247,841,727 shares in the rights
offerings.
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As
requested by the staff, we are providing the following
acknowledgements:
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we
are responsible for the adequacy and accuracy of the disclosure in the
filing;
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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
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we
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.
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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.
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Very
truly yours,
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/s/
Jeffrey L. Wade
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Jeffrey
L. Wade
Executive
Vice President and
General
Counsel
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