SEC Division of Corporation Finance no-action letter: Affymax, Inc.

Nikki D. Pope
T: +1 650 843 5919 npope@cooley.com
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM Securities Exchange Act of 1934, Section 15(d) VIA ONLINE SUBMISSION (https://www.sec.gov/forms/corp_fin_noaction) November 14, 2014 U.S. Securities and Exchange Commission Office of Chief Counsel Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Affymax, Inc. (File No. 001-33213) Ladies and Gentlemen:
On behalf of Affymax, Inc., a Delaware corporation (the “Company”), we are writing to request that the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) confirm that it concurs in our view that the updating of the then effective Registration Statements (as defined herein) pursuant to Section 10(a)(3) (“Section 10(a)(3)”) of the Securities Act of 1933, as amended (the “Securities Act”) during the fiscal year ending December 31, 2014, would not preclude the Company from utilizing Rule 12h￾3 (“Rule12h-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to suspend its obligation to file with the Commission periodic and current reports required under
Section 15(d) (“Section 15(d)”) of the Exchange Act and the rules and regulations promulgated
thereunder, including its Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarter ending September 30, 2014, in order that the Company may file a Form 15 as soon as possible. We further request that the Staff confirm it will not recommend enforcement action to the Commission if the Company files a Form 15 pursuant to Rule 12h-3 as soon as possible. The Company will continue to file all required periodic and current reports until it files a Form 15. Background The Company Currently has no Business or Operations Due to Termination of its Sole Product The Company was incorporated in Delaware in 2001 as a biopharmaceutical company and is in the process of restructuring its operations. The Company’s operations were focused solely on Omontys™, a product for the treatment of anemia due to chronic kidney disease in adult patients on dialysis. In March 2012, the U.S. Food and Drug Administration (the “FDA”) approved Omontys and sales by its collaboration partner, Takeda Pharmaceutical Company