SecProbe.io

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Mail Stop 6010

							August 2, 2005

Daniel Greenleaf
President and Chief Executive Officer
Vioquest Pharmaceuticals, Inc.
7 Deer Park Drive, Suite E
Monmouth Junction, New Jersey 08852

	Re:	Proxy Statement on Schedule 14A
    		File No. 0-16686
		Filed July 8, 2005

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should amend your proxy statement.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Proxy Statement

1. We note your disclosure that your proxy statement only contains
one proposal to be considered by your shareholders. More
specifically, you are asking shareholders to vote on your proposal
to
reincorporate the company from a Minnesota company to a Delaware
company.  As your disclosure provides, this reincorporation also
contemplates several changes to your certificate of incorporation.
Because we believe your certificate of incorporation will change
substantially in connection with reincorporation, we believe you
should revise your document so that each material change to your
certificate of incorporation is presented separately and thus,
enable
shareholders to vote on each proposed change.  Please note you may
state that each proposal is contingent on the approval of each of
the
other proposals, but you must allow shareholders to vote on each
of
the proposed material changes.
2. Please also indicate if shareholders are also being asked to
consider adjournment of the meeting if you do not solicit enough
votes for approval of the reincorporation proposal.  If so, please
revise the disclosure and provide another voting box on the proxy
card so that shareholders may decide whether to grant a proxy to
vote
in favor of postponement or adjournment for the solicitation of
additional proxies.

Questions and Answers About the Reincorporation, page 3

What will happen if the proposed Reincorporation is approved, but
the
Merger is not completed, page 4

3. Please briefly explain why you would continue to proceed with
the
reincorporation even if the merger is not completed. Please
provide a
more detailed answer in an appropriate section of the document.

Description of the Merger with Greenwich Therapeutics, page 7

Conversion of Greenwich Shares, page 7

4. Please specifically disclose the number of shares that
Greenwich
shareholders will receive as consideration of their shares of
Greenwich common stock.  Please separate the number of shares that
Greenwich shareholders will receive without regard to the shares
that
will be issued if certain clinical milestones are met.

5. Please also disclose the price per share of your common stock
on
the day the merger agreement was entered into as well as the
aggregate dollar amount of the shares you will be issuing to
Greenwich shareholders.  You should also disclose the exercise
price
of the warrants and any applicable expiration dates.

6. It appears that the Greenwich shareholders borrowed
substantially
all of the funds necessary to acquire the licenses and conduct
operations from Paramount, Dr. Rosenwald, or their affiliates.  In
addition, it appears that most of this indebtedness will be repaid
from the proceeds of VioQuest private placements.  As a result,
Greenwich`s shareholders will acquire their controlling interest
in
VioQuest for nominal consideration and license agreements for
unproven and undeveloped drug candidates.  Please revise the
discussion here and in the risk factor and merger sections
accordingly.

Escrow of Merger Shares and Warrants, page 7

7. If the milestone events are achieved, please disclose the total
percentage that Greenwich stockholders will hold of your common
stock.

8. Please briefly disclose the clinical developments that must be
met
in order for certain of the merger shares and warrants to be
released
to Greenwich shareholders.
Voting Agreements, page 7

9. Please identify the holders of more than 50 percent of
Greenwich`s
issued and outstanding common stock that have entered into voting
agreements to approve the merger agreement.

10. Please also disclose the vote required under Greenwich`s
corporate documents to approve the merger agreement and related
transactions.

Conditions to the merger, page 7

11. It appears that completion of a private offering of at least
$5
million is a material condition.  Please revise the discussion to
include this factor and to clarify the nature of the private
offering, i.e. debt or equity and the material terms of these
securities.

Risk Factors, page 9

"We may not realize the anticipated benefits of the Merger," page
9

12. Please expand your business description of Greenwich. For
example, when was the company incorporated and when it did start
commence operations. We note you have provided this information
elsewhere in the document, but believe you should provide the
information in this risk factor too.

13. Please also disclose when Greenwich acquired the rights to the
two oncology drug candidates.  Please also clarify what you mean
by
"early-stages of development."  Are the oncology drug candidates
still in the pre-clinical testing phase or in Phase I studies. We
note you have provided this information elsewhere in the document,
but believe you should provide the information in this risk factor
too.

"The Merger will significantly dilute your percentage ownership in
the Company," page 9

14. Please disclose the dilution that will occur if the shares in
escrow are released from the escrow account.

"The Merger will result in a significant dilution in the book
value
of your shares," page 9

15. Please clarify whether the amounts you have provided in this
risk
factor include the merger shares and warrants that will be held in
escrow pending achievement of the certain milestones of the two
Greenwich drug candidates.

"Following the Merger, a small group of persons will be able to
exert
significant . . . .," page 10

16. Please revise your heading to reflect that the small of group
holding a significant share of your common stock will be able to
also
exert significant control concerning the election of directors.

"Greenwich`s success depends upon license agreements," page 11

17. Please indicate what you mean by "certain" exclusive rights.

18. Please briefly identify what each right obtained by Greenwich
pertains to.

19. Please indicate the amount Greenwich paid to acquire the two
licenses and whether Greenwich has any further obligations to pay
either The Cleveland Clinic Foundation and the University of South
Florida Research Foundation, Inc. pursuant to the licensing
agreements, including any royalty or milestone payments.

20. Please disclose that current indebtedness of Greenwich and
that
Greenwich anticipates needing approximately $5 million to continue
its business development for the next 12 months as you have
disclosed
on page 48 under the heading "Research and Development."

"Greenwich needs to create and grow its scientific, sales and
support
operations," page 11

21. Please indicate how many additional employees you expect to
hire
in the sales operation after the merger. Please also include the
approximate time period in which you plan to increase the number
of
employees employed in Greenwich`s sales operations. Please also
provide disclosure that as of June 30, 2005, Greenwich has no
employees as set forth in the subsection entitled "Employees" on
page
48.

22. Please discuss the risks relating to the competition
surrounding
Greenwich as a separate risk factor.  In that discussion, please
also
identify Greenwich`s major competitors or if there are too many,
please indicate the approximate number of Greenwich`s competitors.

"Our future success is dependent on the hiring management of our
potential growth," page 12

23. Please disclose the approximate timing of the growth in your
business identified in this risk factor.  Please also indicate how
many employees you currently have and in what capacities or
categories of services such employees provide for you.

"If we are not able to obtain the necessary U.S. or worldwide
regulatory . . . .," page 12

24. Please indicate if you have any regulatory applications before
the FDA or any other governmental agency. To the extent you have
none, please so state.

"If we fail to adequately protect or enforce Greenwich`s
intellectual
property . . . .," page 15

25. Please indicate if Greenwich or the licensors have the
obligations to defend or instigate any suits against any patent or
licensed related suits of third parties.

Increase in Authorized Capital Stock, page 19

26. Please include a statement, if true, that you have no current
intentions or understandings to issue the additional authorized
shares of common stock other than issuances pursuant to your
merger
transactions with Greenwich.

Anti-Takeover Legislation, page 20

27. Please revise the paragraphs on page 21 beginning with the
phrases "The Minnesota business combination statute provides that
an
issuing public . . . ." and " In contrast to the Minnesota
statute,
the Delaware statute provides that if a person acquires 15% . . .
."
so that the embedded lists provided in those paragraphs are
provided
for in bullet point format.

28. We note your disclosure that VioQuest Delaware will not meet
any
of the conditions enumerated in the second paragraph on page 21
beginning with the phrase "In contrast to the Minnesota statute,
the
Delaware statute provides . . . ." relating to class of voting
stock
that is listed on a national securities exchange, quoted on the
NASDAQ stock market or held of record by more than 2,000
shareholders.  While VioQuest Delaware may not currently meet
these
conditions, please provide disclosure that in the future VioQuest
Delaware could meet any one of these conditions and therefore
could
become subject to the prohibited business combination provision
described in this paragraph.

Abandonment of Reincorporation Merger, page 29

29. We note your disclosure that in the event the board of
directors
abandons the reincorporation or the company`s shareholders fail to
approve the reincorporation, the company would remain a Minnesota
corporation. This statements seems inconsistent with the
disclosure
you include in the Q&A section of the document under the question
"What will happen if the proposed Reincorporation is approved, but
the Merger is not completed?" where you state that you would
likely
still effect the reincorporation if shareholders approved the
proposal.  Please revise your disclosure so that information you
provide is consistent throughout the document.

Federal Income Tax Consequences of Reincorporation, page 29

30. You should state whether or not you have or will obtain a tax
opinion or revenue ruling regarding the reincorporation.  If you
have
not and are not obtaining an opinion or revenue ruling, state the
basis for the disclosure in the tax subsection.
The Merger, page 31

31. You indicate that you hired CRA International to render a
fairness opinion.  Please revise this section to provide a summary
of
the fairness opinion, including a statement as to the fairness of
the
transaction to shareholders of VioQuest.  Please also file the
opinion as an exhibit to the proxy statement.

32. Please disclose any negative factors the board considered
regarding the merger or any of its component transactions or
actions.

33. Please specify in what capacity the officers and directors of
VioQuest have known the founders and principals of Greenwich for
several years.

34. Please provide us with the schedules referred to in section
2.15
of the merger agreement.  We may have additional comments.

35. Please file the license agreements between Greenwich and the
Cleveland Clinic Foundation and the University of South Florida
Reseach Foundation, respectively.

Manner and Basis of Converting Greenwich Shares, page 32

36. We refer you to the last sentence of this subsection where you
disclose the percentage that Greenwich stockholders will be
entitled
to receive as consideration in the merger transaction. Please
clarify
if this percentage amount includes the amount to be issued upon
achievement of certain milestones related to two licensed products
of
Greenwich.

Escrow of Merger, page 34

37. You indicate that in the event the milestones described in
that
section are not achieved by June 30, 2008, any remaining shares
still
remaining in escrow will be released and delivered to VioQuest for
cancellation.  Does this include the shares that could be issued
to
Greenwich shareholders upon a change in control event?  Please
revise
your document to clarify.

Registration Rights; Lockup Agreement, page 34

38. You indicate that Greenwich shareholders will not be permitted
to
sell or otherwise transfer their merger shares for a period of one
year from the closing of the merger, subject to limited
exceptions.
Please identify the exceptions under which Greenwich shareholders
could be permitted to resale their shares earlier than the
identified
one year period.

Representations and Warranties, page 34

39. Please revise to provide a more detailed description of the
representations and warranties, including the nature of the
representations and warranties relating to each of the items you
have
specified in this section.

Closing conditions, page 34

40. We note the condition relative to raising $5 million in a
private
placement.  Please expand the discussion throughout the document
where appropriate to indicate specifically how these proceeds are
to
be utilized.

Termination, page 34

41. Please indicate if you are obligated to pay any termination
fees
if the transaction is not consummated. Similarly, please indicate
if
you are entitled to receive any fees from Greenwich if they
terminate
the agreement with you.

Interest of Certain VioQuest Directors in Greenwich, page 35

42. Please revise to disclose the percentage that each of Messrs.
Rocamboli and Weiser will own of your common stock after the
merger.

43. Please also disclose the percentage of your common stock that
Dr.
Rosenwald and his affiliates will own after the merger.

Chiral Business, page 37

44. Supplementally, please provide us with third party support for
the following statements. Please ensure the materials are marked
to
show support for your statements.

* "Over 50 percent of the 500 top-selling pharmaceutical drugs on
the
market are comprised of chiral molecules, including drugs used to
treat anxiety, depression, indigestion, heartburn, cancer,
arthritis,
AIDS and allegories."
* "The majority of new drug candidates under development by
pharmaceutical companies consist of chiral chemicals."
* "Sodium Stibogluconate, or SSG is a pentavalent antimonial drug
that has been used safely for over 50 years in parts of Africa and
Asia for the treatment of leishmaniasis, a protozoan disease."

If you cannot provide the third party documentation to support
these
statements, please delete these statements from your document.

45. Please provide us with a copy of the report in SRI Consulting
that supports your statement that, "In 2004, chiral drug sales
were
over $175 billion . . .  which represents over one third of the
complete dru