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    Unassociated Document

    December
22, 2010

    VIA
EDGAR AND

    OVERNIGHT
MAIL

    United
States Securities

       and
Exchange Commission

    100 F
Street, NE

    Mail Stop
4270

    Washington,
D.C.  20549

    Attention:  Jim
Rosenberg

                      Senior
Assistant Chief Accountant

    Re:          Adeona
Pharmaceuticals, Inc.

    Form
10-K for the year ended December 31, 2010

    Form
10-Q for the interim period ended June 30, 2010

    File No.
001-12584

    Dear Mr.
Rosenberg:

    Thank you
for your December 15, 2010 letter regarding Adeona Pharmaceuticals, Inc.
(“Adeona”).  We hereby submit a letter responding to the
comments.  For your convenience, we have set forth below the staff’s
numbered comments in their entirety followed by our responses
thereto.

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
2

    Form
10-K for the Year Ended December 31. 2009

    Intellectual
Property, page 8

    1.           Please
confirm that in future filings you will include:

              ·

              The
      duration of each agreement and a discussion of the termination
      provisions;

              ·

              The
      date of expiration of the licenses under each
  agreement;

              ·

              The
      amount of the annual maintenance fees you pay under the Thomas Jefferson
      University and the 2005 University of California license
      agreements;

              ·

              The
      aggregate milestone payments under the 2008 University of California
      license agreement; and

              ·

              The
      royalty rates you have agreed to pay under each agreement on net sales of
      products covered by licensed
patents.

    Response:
We confirm that in future filings we will include disclosure regarding all of
the items listed above.

              2.

              Please
      tell us the amount in dispute under the legal action for past consulting
      services filed in 2009.

    Response:
The dispute for past consulting services was settled in September
2010.  In accordance with the Stipulation of Settlement, the Company
issued the individual $92,000 worth of shares of its common stock in full
settlement of all claims of the individual against the subsidiary.

    Notes to the Consolidated
Financial Statements. page 43

    Note 2. Acquisition of Hart
Lab, LLC. page 45

              3.

              Please
      provide us draft disclosure for future filings showing the amounts
      recognized at the acquisition date for each major class of assets acquired
      and liabilities assumed in accordance with ASC 805-20-50-1c Business Combinations.
      Identifiable Assets and Liabilities, and any Non-controlling Interest.
      Depending on the nature of assets and liabilities acquired, please
      ensure your draft disclosure complies with all requirements in ASC
      805-20-50-1.

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
3

    Response:Our
review of the accounting guidance has resulted in the following draft
disclosure:

    Net
Assets Acquired:

                            Current
      Assets:

                            Cash

                          $
                          5,625

                            Accounts
      Receivable – net of allowance of $4,192

                          $
                          79,657

                            Equipment
      – net of accumulated depreciation of $25,536

                          $
                          39,464

                            Total

                          $
                          124,746

                            Current
      Liabilities:

                            Accounts
      payable

                          $
                          38,324

                            Accrued
      liabilities

                          $
                          12,593

                            Capital
      lease

                          $
                          31,917

                            Total

                          $
                          82,834

                            Total
      Net Assets Acquired

                          $
                          41,912

    All
assets acquired and liabilities assumed have a book value equivalent to fair
value.  The Company did not record any fair value adjustment for
contingencies since there were none.

    The
Company believes that all assets are recoverable and that no impairment or
write-down to net realizable value is required. As a result of this business
combination, there is no allocation for a non-controlling interest since the
Company acquired a 100% controlling interest in Hart Lab, LLC.

    Directors. Executive
Officers, Promoters and Corporate Governance, page 62

              4.

              Please
      provide draft disclosure for future filings which discusses the specific
      experience, qualifications, attributes or skills that led to the
      conclusion that each nominee should serve as a director for the
      registrant.

    Response: Set forth below is the draft disclosure that the
Company intends to include in its future
filings.

    JAMES S. KUO, M.D., M.B.A. Dr.
Kuo has been a director since February 2007.   Effective February
6, 2010, Dr. Kuo was appointed as our Chairman of the Board, Chief Executive
Officer and President.   Dr Kuo was the Chairman and Chief
Executive Officer of Cordex Pharma, Inc., a public biopharmaceutical company,
from September 2007 until February 1, 2010 and remained as a director until
March 13, 2010. From 2003 to 2006, he served as founder, Chairman and Chief
Executive Officer of BioMicro Systems, Inc. a private venture-backed,
microfluidics company.  Prior to that time, Dr. Kuo was a founder,
President and Chief Executive Officer of Discovery Laboratories, Inc. where he
raised over $22 million in initial private funding and was instrumental in the
company going public. Dr. Kuo was also a founder and board member of Monarch
Labs, LLC, a private medical device company. Dr. Kuo is the former Managing
Director of Venture Analysis for Healthcare Ventures, LLC, which managed $378
million in venture funds. He has also been a senior licensing and business
development executive at Pfizer, Inc., where he was directly responsible for
cardiovascular licensing and development. After studying molecular biology and
receiving his B.A. at Haverford College, Dr. Kuo simultaneously received his
M.D. from the University of Pennsylvania School of Medicine and his M.B.A. from
the Wharton School of Business.  From 2004 until October 2009 Dr. Kuo
also served as a director of Soligenix, Inc.

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
4

    Dr.
Kuo brings to the Board significant executive leadership and operational
experience.  Dr. Kuo’s prior business experience and board service,
along with his tenure at Adeona, gives him a broad and extensive understanding
of our operations and the proper role and function of the Board.  His
prior service on the board of other public companies has provided him with a
strong corporate governance expertise. In addition, his medical background
allows him to bring to the Board extensive knowledge about our
industry.  Due to his business background, he has a broad
understanding of the operational, financial and strategic issues facing public
companies.

    STEVE H. KANZER, CPA,
JD. Mr. Kanzer is a co-founder and served as our President from our
inception in February 2001 until May 2006.   Mr. Kanzer
previously served as our Chief Executive Officer from September 2004 until
November 2008, Chairman of the Board until February 6, 2010 and currently serves
as a director.    Mr. Kanzer has also been a director and officer of
our subsidiaries, including Solovax, Inc., Effective Pharmaceuticals, Inc.,
Putney Drug Corp. Epitope Pharmaceuticals, Inc. and CD4 Biosciences, Inc. Since
December 2000, he has served as co-founder and Chairman of Accredited Ventures
Inc. and Accredited Equities Inc., a venture capital firm and investment bank,
respectively, which both specialize in the biotechnology industry. Prior to
founding Accredited Ventures and Accredited Equities in December 2000, Mr.
Kanzer served as Senior Managing Director-Head of Venture Capital at Paramount
Capital from 1991 until December 2000. While at Paramount Capital, Mr. Kanzer
was involved in the formation and financing of a number of biotechnology
companies and held various positions in these companies. Prior to joining
Paramount Capital in 1992, Mr. Kanzer was an attorney at the law firm of
Skadden, Arps, Slate, Meagher & Flom in New York where he specialized in
mergers and acquisitions. Mr. Kanzer received his J.D. from New York University
School of Law in 1988 and a B.B.A. in Accounting from Baruch College in 1985,
where he was a Baruch Scholar. Mr. Kanzer is active in university-based
pharmaceutical technology licensing and has served as Co-Chair of the New York
Chapter of the Licensing Executives Society.

    Mr. Kanzer
has been associated with Adeona since inception and brings to the Board
extensive knowledge about our business operations and in particular our licenses
and products.   Mr. Kanzer also brings to the Board
significant executive leadership and operational experience.
Mr. Kanzer’s legal background  provides him with a broad
understanding of the legal issues facing Adeona, the financial markets and the
financing opportunities available to Adeona .

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
5

    JEFFREY J. KRAWS. Mr. Kraws
has been a director since January 2006.  Mr. Kraws  is Chief
Executive Officer and co-founder of Crystal Research Associates. Well known and
respected on Wall Street, Mr. Kraws has received some of the most prestigious
awards in the industry. Among other awards, he was given a 5-Star Rating” in
2001 by Zacks and was ranked the number one analyst among all pharmaceutical
analysts for stock performance in 2001 by Starmine.com. Prior to founding
Crystal Research Associates, Mr. Kraws served as co-president of The Investor
Relations Group (IRG), a firm representing primarily under-followed,
small-capitalization companies. Previously, Mr. Kraws served as a managing
director of healthcare research for Ryan Beck & Co. and as director of
research/senior pharmaceutical analyst and managing director at Gruntal &
Co., LLC (prior to its merger with Ryan Beck & Company). Mr. Kraws served as
managing director of the healthcare research group and senior pharmaceutical
analyst at First Union Securities (formerly EVEREN Securities); as senior U.S.
pharmaceutical analyst for the Swedish-Swiss conglomerate Asea Brown Boveri; and
as managing director and president of the Brokerage/Investment Banking operation
of ABB Aros Securities, Inc. He also served as senior pharmaceutical analyst at
Nationsbanc Montgomery Securities, BT Alex Brown & Sons, and Buckingham
Research. Mr. Kraws also has industry experience, having been responsible for
competitive analysis within the treasury group at Bristol-Myers-Squibb Company.
He holds an MBA from Cornell University and a B.S. degree from State University
of New York-Buffalo. During 2006 through February 2007, Mr. Kraws served as our
Vice President of Business Development, on a part-time basis.

    Mr. Kraws
brings a strong business background to Adeona, having worked as a pharmaceutical
analyst for over 22 years.  Mr. Kraws brings to the Board significant
strategic, business and financial experience related to the business and
financial issues facing pharmaceutical companies. Mr. Kraws has a broad
understanding of the operational, financial and strategic issues facing
pharmaceutical companies.  Through his services as Adeona’s Vice President
of Business Development during 2006 and a part of 2007, he developed extensive
knowledge of Adeona’s business.

    JEFF RILEY Mr. Riley has been
a director since March 16, 2010. Since November 2009, Mr. Riley has served as
the Managing Director of Black Crow Ventures, a life science-focused consulting
firm with a commercial and transactional focus. He sits on the advisory boards
of an Australia-based venture fund (Queensland Biocapital Fund) and Ruga
Corporation, a Stanford University spin-out drug discovery company focused on
endoplasmic reticulum stress targets. Mr. Riley has held senior corporate and
commercial development positions with biotech companies Amphora Discovery,
Ontogen Corporation, and AvMax. In these positions, he was responsible for
raising equity and negotiating alliances including in-licensing, out-licensing,
distribution agreements, technology acquisitions and research agreements with
large pharmaceutical companies and government agencies. Mr. Riley's
pharmaceutical experience includes commercial management and mergers and
acquisition roles for Pfizer and SmithKline Beecham. Additionally, Mr. Riley
served as CFO and VP Corporate Development for Nichols Institute Diagnostics, a
CLIA-certified molecular diagnostics and reference lab, later acquired by Quest
Diagnostics. Prior to attending university, Mr. Riley served in the U.S.
Army.

    Mr.
Riley brings to the Board extensive knowledge of the pharmaceutical industry.
Having served in senior corporate positions in biotech and pharmaceutical
companies he has a vast knowledge of the industry.  His business
experience provides him with a broad understanding of the operational, financial
and strategic issues facing public companies.

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
6

    JEFF WOLF, ESQ. Mr. Wolf has
substantial experience in creating, financing, nurturing and growing new
ventures based upon breakthrough research and technology. Mr. Wolf is the
founding partner of Seed-One Ventures, LLC, a venture capital group focused on
seed-stage technology-based investments. Mr. Wolf has been a founder of Elusys
Therapeutics, Inc., an antibody-based therapeutic company, Tyrx Pharma, Inc., a
biopolymer-based company, Sensatex, Inc., a medical device company and
Generation Mobile, Inc. a telecommunications company. Prior to founding Seed-One
Ventures, Mr. Wolf served as the Managing Director of The Castle Group, Ltd., a
biomedical venture capital firm. At both organizations, Mr. Wolf was responsible
for supervising the formation and funding of new technology, biomedical, and
service oriented ventures. Mr. Wolf currently sits on the board of Elusys
Therapeutics and Netli, Inc. Mr. Wolf received his MBA from Stanford Business
School, his JD from New York University School of Law and his BA with honors in
Economics from the University of Chicago.

    Mr.
Wolf also has extensive knowledge of the industry and in particular research and
development.  His legal and business background provide him with a
broad understanding of the legal, operational, financial and strategic issues
facing Adeona.  Having served as a board member on other public
company boards, Mr. Wolf has an extensive understanding of the operational,
financial and strategic issues facing public companies.

    Certain Relationships and
Related, Transactions and Director Independence, page 68

              5.

              Please
      provide draft disclosure for future filings that discusses your policies
      and procedures for reviewing and approving the related party transactions
      that you discloser as required by Item 404(b) of Regulation
      S-K.

    Response:  The following draft disclosure will
be added to future filings: “Pursuant to its charter, the Company’s Audit
Committee, shall review on an on-going basis for potential conflicts of
interest, and approve if appropriate, all “Related Party Trans