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United States securities and exchange commission logo
March 30, 2022
Keith Gottesdiener, M.D.
President and Chief Executive Officer
Prime Medicine, Inc.
21 Erie Street
Cambridge, MA 02139
Re: Prime Medicine,
Inc.
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted March 25,
2022
CIK No. 0001894562
Dear Dr. Gottesdiener:
We have reviewed your amended draft registration statement and have
the following
comment.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
comment and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form S-1
Our Prime Editing Platform, page 1
1. We note your response
to prior comment 1 and your position in your response that the
license agreement does
"not impose material limitations on the Company s future use of
Prime Editing
technology." So that investors can better understand your business model
and intellectual
property rights arrangements, and can better evaluate the materiality of
this information,
please expand the disclosure in your summary section to indicate, if true,
that:
your license
agreement is with the Broad Institute (and provide a summary of the
Prime Broad
Field);
your license
agreement is subject to Broad Institute s inclusive innovation model,
pursuant to which
Broad Institute retains the right, in certain circumstances, to grant
Keith Gottesdiener, M.D.
Prime Medicine, Inc.
March 30, 2022
Page 2
to third parties (other than specified competitors of yours)
licenses under the licensed
patent rights that would otherwise fall within the scope of the
exclusive license
granted to your company; and
all gene targets, which are any human genes to which a program is
directed, are
subject to Broad Institute's march-in license, which means Broad
Institute has the
right to terminate your license to gene targets under certain
conditions and could
make one or more gene targets unavailable to your company, but that
once you
initiate a program for a gene target, in accordance with the terms
of the Broad
License Agreement, Broad Institute loses the right to use its
march-in license for such
gene target, provided you continue to use commercially reasonable
efforts to continue
to progress such development and that, as such, you believe that
Broad Institute
cannot exercise its march-in license with respect to any of your
current programs for
gene targets because such programs have been initiated in accordance
with the terms
and requirements of the Broad License Agreement and you believe the
march-in
license would only potentially impact a small number of individual
gene targets, and
the march-in license would likely not have an impact on the company
s ability to
initiate a program for a gene target, if desired.
You may contact Tracey Houser at 202-551-3736 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameKeith Gottesdiener, M.D.
Division of
Corporation Finance
Comapany NamePrime Medicine, Inc.
Office of Life
Sciences
March 30, 2022 Page 2
cc: Marishka DeToy, Esq.
FirstName LastName