June 9, 2008
VIA EDGAR AND OVERNIGHT DELIVERY
Mr. Jeffrey
P. Riedler
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Re: |
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Peplin, Inc.
Registration Statement on Form S-1
Filed August 9, 2007
File No. 333-145266 |
Dear Mr. Riedler:
On August 9, 2007, Peplin, Inc., a Delaware corporation (the Company), filed a Registration
Statement on Form S-1 (File No. 333-1245266) (together with the exhibits and amendments thereto,
the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act),
with the Securities and Exchange Commission (the
Commission). Pursuant to Rule 477 under the Securities Act, the Company hereby requests that the Commission
consent to the withdrawal of the Registration Statement effective as of the date hereof or at the
earliest practicable date hereafter. The Company is requesting such withdrawal because of
unfavorable market conditions that would adversely affect the offering of the securities under the
Registration Statement and its decision to pursue other financing alternatives. The Registration
Statement has not been declared effective by the Commission and no securities have been issued or
sold under the Registration Statement. Therefore, withdrawal of the Registration Statement is
consistent with the public interest and the protection of investors, as contemplated by Rule
477(a). The Company may undertake a subsequent private offering in
reliance on Securities Act Rule 155(c).
The Company acknowledges that no refund will be made for fees paid to the Commission in
connection with filing of the Registration Statement. However, the Company requests that all fees
paid to the Commission in connection with the filing of the Registration Statement be credited for
future use should the Company proceed with the filing of a subsequent registration statement
meeting the requirements of Rule 457(p) under the Securities Act.
Please send copies of the written order granting withdrawal of the Registration Statement to
the undersigned at Peplin, Inc., 6475 Christie Avenue, Emeryville, California 94608, facsimile
number (510) 653-9704, with a copy to the Companys counsel, Latham & Watkins LLP, 650 Town Center
Drive,
20th
Floor, Costa Mesa, California, 92626, Attn: B. Shayne Kennedy, facsimile number
(714) 755-8290.
Please do not hesitate to contact me directly if you have any questions regarding this matter.
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Very truly yours,
Peplin, Inc.
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By: |
/s/ Philip K. Moody
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Chief Financial Officer, Vice President |
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Finance and Operations |
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