Dare Bioscience, Inc. — Regulatory Filings 2016

Oct 13, 2016

CORRESP 1 filename1.htm Acceleration Request

C ERULEAN P HARMA I NC .

35 G ATEHOUSE D RIVE

W ALTHAM , MA 02451

October 13, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Cerulean Pharma Inc. Registration Statement on Form S-3 File No. 333-206396 Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cerulean Pharma Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-206396) (the “ Registration Statement ”), so that it may become effective at 4:00 p.m. Eastern time on October 14, 2016, or as soon thereafter as practicable.

[The remainder of this page is intentionally left blank.]

Very truly yours,
Cerulean Pharma Inc.
By:	/s/ Alejandra Carvajal
Name:	Alejandra Carvajal
Title:	Vice President and General Counsel

[Signature Page to Request for Acceleration]