SecProbe.io

December 5, 2011
 Via E-mail

Joe Warusz Vice President Administ ration and Controller
Soligenix, Inc.
29 Emmons Drive, Suite C-10
Princeton, New Jersey 08540
Re: Soligenix, Inc.
 Form 10-K
Filed March 30, 2011 File No. 000-16929

Dear Mr. Schaber:
 We have reviewed your filing and have the following comments.
 Please respond to this letter within te n business days by amending your filing or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve 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 ma y have additional comments.

Form 10-K, filed March 30, 2011

Business, page 3

1. We note that your main source of revenue has been grant funding from the National
Institute of Health (“NIH”) and the National In stitute of Allergy and Infectious Diseases
(“NIAID”), a division of the NI H.  Please revise your disclo sure in your business section
to disclose the material terms of thes e grants, including any conditions on funding,
obligations under the grants, and the intellectua l property rights of each  party. Please file
as exhibits any written agreements between  the company and NIH or NIAID, as these
appear to be material contract s within the meaning of Item 601(b)(10) of Regulation S-K.
 Commercialization and Market, page 6

2. Please revise your disclosure to include th e duration and termina tion provisions of your
collaboration and supply agreement with  Sigma-Tau Pharmaceuticals, Inc.

Joe Warusz Soligenix, Inc. December 5, 2011 Page 2

 BioDefense Overview, page 10

3. We note that in January 2011, you entered into  a definitive license agreement with the
University of Colorado.  Please describe the ma terial terms of this agreement, including,
but not limited to any payment provisions, r oyalty rates, aggregate milestones, usage
restrictions, exclusivity provisi ons, obligations/rights to de fend, other rights obtained and
material obligations that must be met to  keep the agreement in place, duration and
termination provisions.  Also, please file the agreement as an exhibit pursuant to Item
601(b)(10) of Regulation S-K.
 orBec License Agreement, page 15

4. We note that in November 1998, you entered into an exclusive, worldwide, royalty
bearing license agreement with Dr. George B.  McDonald for the rights to the intellectual
property and know-how relating to orBec.  Pl ease describe the material terms of this
agreement, including, but not limited to, any payment provisions, roya lty rates, aggregate
milestones, obligations/rights to defend, othe r rights obtained and material obligations
that must be met to keep the agreement in place, duration and termination provisions.

5. We note that you also executed an  exclusive license to patent applications for “Use of
Anti-Inflammatories to Treat Irritable Bowe l Syndrome” from the University of Texas
Medical Branch-Galveston.  Please describe  the material terms of these license
agreements, including, but not limited to any payment provisions, roya lty rates, aggregate
milestones, usage restrictions, obligations/r ights to defend, other rights obtained and
material obligations that must be met to keep the agreements in place, duration and
termination provisions.  Also, please file the license agreements as exhibits pursuant to
Item 601(b)(10) of Regulation S-K.
 RiVax Intellectual Property, page 15

6. We note that in June 2004, you entered into  a license agreement with UTSW for the
injectable rights to the ricin vaccine, a nd in October 2004, you negotiated the remaining
oral rights to the ricin vaccine.  Please de scribe the material terms of the license
agreement, including, but not limited to r oyalty rates, aggregate milestones, usage
restrictions, exclusivity provi sions, obligations, rights to defend, other rights obtained and
material obligations that must be met to  keep the agreement in place, duration and
termination provisions.  Also, please file the license agreemen t as an exhibit pursuant to
Item 601(b)(10) of Regulation S-K.  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.

Joe Warusz Soligenix, Inc. December 5, 2011 Page 3

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Johnny Gharib at (202) 551-3170, Daniel Greenspan at (202) 551-3623 or
me at (202) 551-3715 with any questions.
Sincerely,
   /s/ Daniel Greenspan for     Jeffrey Riedler
Assistant Director