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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   December 10, 2008   Mr. Howard W. Robin President and Chief Executive Officer Nektar Therapeutics 201 Industrial Road  San Carlos, CA 94070
Re: Nektar Therapeutics
 Form 10-K for the Year Ended December 31, 2007  Filed February 29, 2008  File No. 000-24006

Dear Mr. Robin:

We have reviewed your filing and have the following comments.

Where indicated, we think you should revise your Form 10-K in response to this
comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  In  our comment, we ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view 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 comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 1.  Business, pages 6-7

Approved Products and Clinical Pipeline
 1. We note that the agreements related to several of the partnered product candidates
listed on your chart on pages 6-7 are not described in your Business section or
filed as exhibits to your Form 10-K.   Please expand your disclosure in the
Business section to provide a descripti on of each of the following agreements,
including the material terms of each agr eement, the aggregate potential milestone
payments, the aggregate royalty and milest one amounts received or paid to date
and the term and termination provisions.  If any of the agreements terminate upon

Mr. Howard W. Robin
Nektar Therapeutics
December 10, 2008 Page 2
the last-to-expire relevant patent, please disclose the year of expiration of such
patent.  Item 601(b) (10)  of Regulation S-K require s you to include material
contracts as exhibits.  Pleas e file each agreement as an exhibit to the Form 10-K
or provide us with a comprehensive anal ysis supporting your determination that
these agreements are not ma terial to your business:

• Agreement with Solvay Pharmaceuticals related to
pulmonary dronabinol;
• Agreement with Amgen, Inc. related to Neulasta®;
• Agreement with Hoffman-La Roche, Ltd. related to
PEGASYS®;
• Agreement with Pfizer, Inc. related to Somavert®;
• Agreement with Schering-Plough Corporation related
to PEG-INTRON®;
• Agreement with OSI Pharmaceuticals (formerly
Eyetech) related to Macugen®;
• Agreement with Affymax, Inc. related to
Hematide™;and
• Agreement with UCB Pharma related to CDP 791.

Item 1.  Business, pages 9-12

 2. We note your description of selected collaborative agreements under which you
may receive milestone payments.  Please revise the discussion of these agreements to include a description of the material terms of each agreement,
including the aggregate potential milest one payments and the aggregate amounts
of milestone payments and royalties r eceived to date.  Additionally, please
describe the term and termination provisions .  If any of the agreements terminate
upon the last-to-expire relevant patent, plea se disclose the year of expiration of
such patent.

3. We note that several of the selected colla borative agreements described in this
section have not been filed as exhibits to your Form 10-K.
Please include the
following agreements as exhibits to the Fo rm 10-K or provide us with an analysis
supporting your determination that these agreements are not material to your
business:

• Collaborative Research, Development and Commercialization agreement with Novartis Pharma
AG;
• 2005 Collaboration Agreement with Bayer AG to
develop an inhaled powder formulation of a novel form of Ciprofloxacin;

Mr. Howard W. Robin
Nektar Therapeutics
December 10, 2008 Page 3
• License, Manufacturing and Supply Agreement for
CIMZIA™ with UCB Pharma; and
• License, Manufacturing and Supply Agreement for the
license of your proprietary  PEGylation reagent with
Hoffman-La Roche Ltd.

Patents and Proprietary Rights, page 17

4. Please expand your disclosure in this s ection to address whether you developed
your PEGylation and pulmonary technology and related intellectual property
internally or whether you acquired such  technology and related intellectual
property.  If any of your key technology and intellectual property was acquired,
please identify the party from which it was acquired and the material terms of the
license, including exclusivity provisions, geographic limitations, and term and
termination provisions.  Please file any such license as an exhibit.

*    *    *    *

Please amend your Form 10-K and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your response to our comment and provide any requested information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.   We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Howard W. Robin
Nektar Therapeutics December 10, 2008 Page 4
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Nandini Acharya, Staff Atto rney at (202) 551-3495 or me at (202)
551-3715 with any questions.

Sincerely,

Jeffrey P. Riedler Assistant Director