SecProbe.io

July 12, 2012
  Via E-mail

Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals 12270 Wilkins Avenue Rockville, Maryland 20852
Re: Nabi Biopharmaceuticals
Schedule TO-I Filed on July 2, 2012 File No.  005-31596

Dear Dr. Fahim:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 General

 1. We note that you intend to cash out fractional sh ares in the reverse stock split, after the
initial reduction of outstanding shares resulting from the issuer tender offer.  Please
provide your analysis under Rule 13e-3.  We do not believe that any subsequent increase
in the number of record holders resulting fr om the scheme of arrangement with Biota
affects this analysis.
 2. We note that you have included a form of proxy regarding the Transaction and related
proposals in your tender offer materials.  Rule 14a-4(f) prohibits the delivery of a form of
proxy to any security holder unless the secur ity holder concurrently receives, or has
previously received, a definitive proxy that ha s been filed with the Commission pursuant
to Rule 14a-6(b).  Given that you have not filed a definitive proxy, pl ease advise.  Please

Dr. Raafat E.F. Fahim
Nabi Biopharmaceuticals July 12, 2012 Page 2
 also confirm that you will not utilize any proxy you receive prior to your filing of a
definitive proxy statement and indicate this in your disclosure.
 3. Please tell us whether you believe you will be engaged in a distribution of securities to
Biota security holders for purposes of Re gulation M, and when you believe that the
restricted period relating to any such distribution will commence.  We may refer your
response to the Division of  Trading and Markets.
 4. Please confirm how the reverse stock split and cash out of fractional shares will be
carried out consistent with Rule 13e-4(f)(6),  which prohibits the pur chase of the subject
securities within ten business days after te rmination of your offer.  In your response,
please specify when you will consider the purchase to have taken place.
 Conditions of the Offer, page 17

 5. We note that the while you intend to use availa ble cash to purchase shares in the offer,
the offer is subject to a cond ition regarding the sufficiency of  your cash balance.  See the
fourth bullet on page 20.  Generally, when an  offeror’s ability to fund the purchase is
uncertain, a material change will occur in the information previously disclosed when this uncertainty is removed.  Under Rule 13e-4(d)(2) , an offeror is required to promptly file
an amendment to its Schedule TO disclosing th is material change.  Please confirm that
you will disseminate the disclosure of this change in a manner reasonably calculated to
inform security holders as required by Rule 13e-4(e)(3).  In addition, please confirm that
five business days will remain in the offer following disclosure of the change or that the offer will be extended so that at least five business days remain in the offer.  Refer to Release Nos. 34-23421 (July 11, 1986 at  footnote 70) and 34-24296 (April 3, 1987).
 6. We note the last sentence in th is section, in which you state th at your right to terminate or
amend your offer will not be affected by any subsequent event regardless of whether such subsequent event would have otherwise resu lted in the event having been “cured” or
ceasing to exist.  Please revise this disclo sure to clarify that you will not assert a
condition at a time when the specific listed event is no longer continuing.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

Dr. Raafat E.F. Fahim
Nabi Biopharmaceuticals July 12, 2012 Page 3
  the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact me at (202) 551-3503 if  you have any questions regarding our
comments.
Sincerely,

/s/ David L. Orlic

David L. Orlic Special Counsel Office of Mergers and Acquisitions

cc: Via E-mail

Joseph E. Gilligan, Esq. Hogan Lovells US LLP