SEC Comment Letter

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJnNx0clT/H9EGj+D1UbyvCBl+qBhXQN7tU4aeiUJwVwYhCAXScnvhbarF6W2wQB xdOQ3w9zIBT62Ka5naGcPA== 0001193125-06-019839.txt : 20060828 0001193125-06-019839.hdr.sgml : 20060828 20060203171659 ACCESSION NUMBER: 0001193125-06-019839 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSCIENT PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0000356830 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042297484 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 2200 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7813982300 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 2200 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: GENOME THERAPEUTICS CORP DATE OF NAME CHANGE: 19941215 FORMER COMPANY: FORMER CONFORMED NAME: COLLABORATIVE RESEARCH INC DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm SEC Comment Letter

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February 3, 2006		Matthew H. Choate
		(617) 951-7153
		mchoate@ropesgray.com

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Jeffrey Riedler

Re:	SEC Comment Letter dated November 28, 2005

Post-Effective Amendment No. 6 to Oscient Pharmaceuticals Corporation’s Registration

Statement on Form S-3 (File No. 333-118026)

Ladies and Gentlemen:

I am writing on behalf of Oscient Pharmaceuticals Corporation (the “Company”) to respond to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on Post-Effective Amendment No. 6 (the “Amendment”) to the Company’s Registration Statement on Form S-3 (File No. 333-118026).

On February 3, 2006, we discussed the Staff’s comment and the Company’s proposed response with Mr. Riedler of the Commission. For reference purposes, the Staff’s comment is reproduced in bold with the Company’s response, as discussed with the Staff, immediately following.

Comment:

Please revise your prospectus to identify the selling stockholders who are registered broker-dealers as underwriters with respect to the securities being offered.

Response:

The Company is filing an acceleration request for the Amendment concurrently with this response letter. Immediately following the effectiveness of the Amendment, the Company will file a prospectus supplement updating certain disclosures and revising the selling stockholder table so that selling securityholders that have identified themselves as registered broker-dealers will be identified with the following footnote:

“The selling securityholder has identified itself as a registered broker-dealer and is therefore an “underwriter” within the meaning of the Securities Act with respect the securities being offered.”

We hope that the foregoing has been responsive to the Staff’s comment. If you should have any questions about this letter or require any further information, please call the undersigned at (617) 951-7153 or Patrick O’Brien of Ropes & Gray LLP at (617) 951-7527.

Very truly yours,

/s/ Matthew H. Choate

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