SecProbe.io

CORRESP
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filename1.htm

      Unassociated Document

    Lehman
      & Eilen LLP

    Mission
      Bay Office Plaza, Suite 300

    20283
      State Road 7

    Boca
      Raton, FL 33498

    T:
      561-483-2796

    F:
      561-237-0803

    January
      25, 2007

    VIA
      EDGAR AND

    OVERNIGHT
      MAIL

    United
      States Securities

    and
      Exchange Commission

    100
      F
      Street, NE

    Mail
      Stop
      4561

    Washington,
      D.C. 20549

    Attention:
      Sonia Barros

    Re:
       Pipex
      Pharmaceuticals, Inc.

    Registration
      Statement on Form SB-2

    Filed
      on December 14, 2006

    File
      No. 333-139354

    Dear
      Ms.
      Barros:

    Thank
      you
      for your January 24, 2007 letter regarding Pipex Pharmaceuticals, Inc. (the
      “Company”). We hereby submit a letter responding to the one comment. For your
      convenience, we have set forth below the comment in its entirety followed by
      our
      response thereto.

              1.

              Please
                provide us your analysis as to whether you consider Ridgeback Capital
                Investments Ltd. to be an “affiliate” of the Company. We may have further
                comments after receiving your response.

    Response:
      We do not consider Ridgeback Capital Investments Ltd. (“Ridgeback Capital”) to
      be an affiliate of the Company.

    Ridgeback
      Capital is a New York-based investment fund that makes investments in the life
      sciences sector. The fund is managed by a physician having substantial
      experience and sophistication in the realm of life science investing. Based
      upon
      public filings made by Ridgeback Capital with the Securities and Exchange
      Commission (the “Commission”), it is clear that Ridgeback Capital has made
      considerable investments in, and continues to hold positions in, numerous
      other

      United
        States Securities

      and
        Exchange Commission

      January
        25, 2007

      Page
        2

    publicly-traded
      life science companies.

    Ridgeback
      was first introduced to the Company in 2006 by a registered representative
      of an
      NASD member firm that served as a selected dealer in connection with the
      Company’s recently completed private placement. Ridgeback Capital’s only
      relationship with the Company is therefore that of an investor. Indeed, there
      are no interlocking relationships between the Company’s directors and officers
      and those of Ridgeback Capital; Ridgeback Capital has no part in the management
      of the Company and no one associated with the Company has a part in the
      management or investment decisions of Ridgeback Capital; neither the Company
      nor
      anyone associated with the Company has any equity interest in Ridgeback Capital
      or any of Ridgeback Capital’s affiliates; and there are no family relationships
      among the individuals associated with the Company and those associated with
      Ridgeback Capital.

    Moreover,
      Ridgeback Capital has filed a Schedule 13G with the Commission in connection
      with its investment in the Company. As you are aware, Ridgeback Capital would
      have been obligated to file a Schedule 13D under Regulation 13D-G of the Rules
      and Regulations promulgated under the Securities Exchange Act of 1934 (the
      “Exchange Act”) if it had made its investment in the Company with the purpose or
      with the effect of changing or influencing the control of the
      Company.

    Finally,
      Ridgeback Capital’s beneficial ownership of the Company’s common stock has
      decreased to 10.5% since the original filing of the Company’s Form SB-2 due to
      the Company’s issuance of 2,295,259 shares of its common stock on January 12,
      2007 in order to acquire the minority interest in its subsidiary Effective
      Pharmaceuticals, Inc. And after giving effect to the exercise of all of the
      Company’s currently outstanding warrants and options, Ridgeback Capital’s
      beneficial ownership is only 7.7%. Indeed, when one backs out the Company
      warrants that Ridgeback Capital owns, the 3,713,129 shares of Company common
      stock that Ridgeback Capital owns now represents only 7.3% of the Company’s
      outstanding common stock.

    While
      we
      recognize that beneficial ownership of 10% or more of a publicly registered
      equity security mandates insider filings with the Commission pursuant to Section
      16 of the Exchange Act, we believe that such ownership is not dispositive as
      to
      affiliate status. As you are aware, Rule 144 of the Rules and Regulations
      promulgated under the Securities Act of 1933 (the “Rules and Regulations”)
      provides that an affiliate of an issuer is “a person that directly, or
      indirectly through one or more intermediaries, controls, or is controlled by,
      or
      is under common control with, such issuer.” Rule 405 of the Rules and
      Regulations provides the same.

      United
        States Securities

      and
        Exchange Commission

      January
        25, 2007

      Page
        3

    While
      the
      term “control” is not defined in either the Securities Act of 1933 or the
      Securities Exchange Act of 1934, our above analysis demonstrates that none
      of
      the factors are present here that are consistently found to be present by the
      Commission when concluding that “control” exists. See
      generally
      Loss
& Seligman, Fundamentals
      of Securities Regulation,
      Aspen
      Publishers (2004), at pages 455-469 (“Control Concepts under the SEC
      Statutes”).

    For
      all
      of the above reasons, we believe that Ridgeback Capital is not an affiliate
      of
      the Company.

    Sincerely,

    /s/ Hank
      Gracin

    Hank
      Gracin

    HG:ckg

    cc:
      Pipex
      Pharmaceuticals, Inc.