Re: | Cumberland Pharmaceuticals Inc. |
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Registration Statement on Form S-1, Amendment 2 |
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Filed July 6, 2007 |
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File No. 333- 142535 |
1. | We note that pursuant to comment 1, you submitted the June 22, 2007 letter on EDGAR on July 11, 2007, and you redacted certain portions. You also submitted an additional correspondence on July 11, 2007 with certain redactions. We received a confidential treatment request pursuant to Rule 406 under the Securities Act that covers these two letters. However, confidential treatment requests for supplemental correspondence, as opposed to exhibits to a registration statement, should be submitted through the process outlined in Rule 83 under the Freedom of Information Act, not Rule 406 under the Securities Act. Please revise your confidential treatment application in accordance with Rule 83 and re-submit it. |
Response:
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The Company has complied with this comment by revising the Confidential Treatment Application in accordance with Rule 83 and resubmitting it. |
2. | Refer to your response to prior comment 7. Please disclose the amount, if any, of your current provision for sales-related accruals that related to sales made in prior periods. |
Response:
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The Company has complied with this comment by including the requested amounts on page 32. |
3. | We have read your response to prior comment 8; however, we were unable to locate any disclosure that stated that the measurement models used were to determine enterprise value. Please provide this disclosure or advise us further. Also, it is not clear from your disclosure why all shares were valued equally. Please expand your disclosure to explain why preferred and common shares were valued equally. It appears that preferred shares have certain economic or control rights that differ from common shares that would result in the allocation of enterprise value to preferred and common shares based on their relative economic and control rights. |
Response:
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The Company has complied with this comment by amending the paragraph beginning at the bottom of page 34 and continuing at the top of page 35 in order to disclose how the Company determined enterprise value and to explain why common and preferred shares were valued equally. |
4. | We note that in response to comment 11, you state that you will also file documentation to verify that Mayne assumed all of the rights and obligations of F.H. Faulding & Co. Limited under the Strategic Alliance Agreement dated July 21, 2000, between the Company and F. H. Faulding & Co. Limited (previously filed as Exhibit 10.8 to the Registration Statement). Please file this documentation, as it does not appear to be filed with amendment 2 or amendment 3 to your registration statement. |
Response:
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The Company has complied with this comment by amending Exhibit 10.8 to include documentation of the assignment of the Strategic Alliance Agreement by F.H. Faulding and Co. Limited to Mayne Pharma Pty. Ltd. |
cc: | Greg Belliston, Esq., United States Securities and Exchange Commission |
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Mr. A.J. Kazimi, Cumberland Pharmaceuticals Inc. |
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Donald J. Murray, Esq., Dewey Ballantine LLP, Counsel to the underwriters |
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Virginia Boulet, Esq., Adams and Reese LLP |