Withdrawal of Registration Statement (rw)

Salix Pharmaceuticals, Inc.

Oceana Therapeutics, Inc.

Santarus, Inc.

c/o Salix Pharmaceuticals, Ltd.

8510 Colonnade Center Drive

Raleigh, North Carolina 27615

April 2, 2015

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

 

RE:

Salix Pharmaceuticals, Ltd.

Registration Statement on Form S-4 (File No. 333-196425)

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933 (the “Securities Act”), each of Salix Pharmaceuticals, Inc., Oceana Therapeutics, Inc. and Santarus, Inc. (collectively, the “Guarantor Registrants”) hereby respectfully join in the April 1, 2015 request of Salix Pharmaceuticals, Ltd. (the “Company”) for the withdrawal of the Company’s Registration Statement on Form S-4 (File No. 333-196425) filed with the Securities and Exchange Commission (the “Commission”) on May 30, 2014, together with all exhibits thereto (the “Registration Statement”). The Registration Statement was never declared effective and no securities have been sold or exchanged pursuant thereto. Because the proposed offering of the securities under the Registration Statement will not occur, the Guarantor Registrants believe that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act.

Should you have any questions on this matter, please contact Alison S. Ressler or Sarah P. Payne of Sullivan & Cromwell LLP at [phone] and [phone], respectively.

 

Sincerely,
Salix Pharmaceuticals, Inc.
Oceana Therapeutics, Inc.
Santarus, Inc.
By:		/s/ Robert R. Chai-Onn
Name:		Robert R. Chai-Onn
Title:		President

 

cc:	Alison S. Ressler

Sarah P. Payne

(Sullivan & Cromwell LLP)