|[GOODWIN PROCTER LOGO]||Robert E. Puopolo
|Goodwin Procter LLP
Counsellors at Law
Boston, MA 02109
October 17, 2006
States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attention: Pamela A. Long
Dear Ladies and Gentleman:
This letter is being furnished on behalf of Metabolix, Inc. (the "Company") in response to comments in the letter dated October 5, 2006 (the "Letter") from Pamela A. Long of the Staff (the "Staff") of the Securities and Exchange Commission (the "Commission") to James J. Barber, Chief Executive Officer of the Company, with respect to the Company's Amendment No. 2 to the Registration Statement on Form S-1 (the "Registration Statement") that was filed with the Commission on September 21, 2006.
The responses and supplementary information set forth below have been organized in the same manner in which the Commission's comments were organized and all page references in the Company's response are to the form of Amendment No. 3 as marked. As we discussed with the Staff, we are providing marked pages showing our changes consistent with this letter. A copy of this letter along with marked changed pages is being sent under separate cover to Brigitte Lippmann and Gus Rodriguez of the Commission.
Risks Associated with Our Business, page 3
RESPONSE: The Company acknowledges the Staff's comments and has made the following revisions:
The Company advises the Staff that the projected or anticipated financial return was neither specified in the agreement nor did ADM disclose its projected or anticipated financial return to the Company. To the extent that it was quantified, the Company is unaware of the projected or anticipated financial return to ADM. The Company has not specifically quantified any projected or anticipated financial return in this regard. The Commercial Alliance Agreement explained a change in circumstances by way of example contained in section 10.2.2 on page 44 of the Commercial Alliance Agreement which was filed as exhibit 10.5. In our revised disclosure on page 59, we have included these examples to provide more fulsome disclosure on the terms of the agreement.
Business, page 48
RESPONSE: The Company advises the Staff that it has separately requested confidential treatment of the payment amounts, royalties, reimbursements and fees not disclosed. In addition, the Company has disclosed all material terms of the ADM agreements necessary for an understanding of the overall transaction. The Company has requested confidential treatment of specific terms and provisions of these agreements which are not necessary for an understanding of the transaction as a whole, but which is scientific or technical information (such as chemical compounds), royalty rates or other payment terms (such as a royalty rate percentage), or unique, highly-negotiated business terms, (such as the specific field of exclusivity). Disclosure of the specific provisions for which confidential treatment has been requested would cause substantial identifiable harm to the Company's competitive position.
Consolidated Statements of Cash Flows, page F-6
RESPONSE: The Company advises the Staff that it has restated its statements of cash flows for the six months ended June 30, 2006 to classify these costs as a financing activity.
Note 11Stock Compensation Plans, page F-33
Agreement and final regulatory clearance contributed significantly to your value, we do not understand the basis for such a significant increase. Please provide us with additional information to help us understand the basis for the magnitude of the increase in the value of your common stock and its relationship to the change in the value of your preferred stock.
RESPONSE: The Company advises the Staff that it has supplementally provided the Staff with additional information on the valuation of its common stock for purposes of stock option grants. In this regard, the Company advises the Staff that the Company has restated its financial statements as of and for the six month period ended June 30, 2006 to reflect a change in the value of its common stock during 2006.
RESPONSE: The Company advises the Staff that it is supplementally providing the revised schedule of stock option grant activity.
RESPONSE: The Company advises the Staff that the current estimate of the post-reverse split offering range is $12 to $14 per share.
If you require any additional information, please telephone either John M. Mutkoski at (617) 570-1073 or the undersigned at (617) 570-1393.
/s/ Robert E. Puopolo
Robert E. Puopolo