0001062822-12-000041.txt : 20120906 0001062822-12-000041.hdr.sgml : 20120906 20120806161805 ACCESSION NUMBER: 0001062822-12-000041 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXICON PHARMACEUTICALS, INC./DE CENTRAL INDEX KEY: 0001062822 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 760474169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 8800 TECHNOLOGY FOREST PLACE CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: 2818633000 MAIL ADDRESS: STREET 1: 8800 TECHNOLOGY FOREST PLACE CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: LEXICON GENETICS INC/TX DATE OF NAME CHANGE: 20000126 CORRESP 1 filename1.htm Lexicon Response Letter to Form S-3 (08-06-2012)


[LEXICON PHARMACEUTICALS, INC. LETTERHEAD]

August 6, 2012

Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549

Attention:    Mr. Johnny Gharib
    
Re:    Lexicon Pharmaceuticals, Inc.
Registration Statement and Pre-Effective Amendment No. 1 on Form S-3
Filed July 26 and August 1, 2012
File No. 333-182859

Dear Mr. Gharib:

On behalf of Lexicon Pharmaceuticals, Inc., we submit the following response to the comment received on August 3, 2012 from the Securities and Exchange Commission's staff with respect to Lexicon's Registration Statement and Pre-Effective Amendment No. 1 on Form S-3 (File No. 333-182859). Your comment and our response to that comment are set forth below. We are filing an amendment to the registration statement reflecting the change described below concurrently with our submission of this letter.
1.
We note that the legal opinion states that counsel is “of the opinion that when the Shares are issued in accordance with the terms of the Purchase Option Agreement, the Shares will be validly issued, fully paid and non-assessable.” Since the Shares were already issued on July 30, 2012, please revise the legal opinion accordingly.
Response:
We have filed a revised legal opinion reflecting the issuance of the Shares on July 30, 2012.
Please do not hesitate to contact the undersigned at (281) 863‑3443 with any comments or questions concerning this letter or the above-referenced registration statement.
Very truly yours,

/s/ Brian T. Crum

Brian T. Crum
Vice President and General Counsel