SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   February 13, 2009   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 comment.

In our comment, we ask you to provide us with information to better understand
your disclosure.  After reviewing the information provided, we may raise additional comments and/or request that you amend your filing.   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

Patents and Proprietary Rights, page 17

1. We note your response to comment 4 of our comment letter dated December 10,
2008 and your proposal to include disclo sure regarding the acquisition of
Shearwater Corporation, which led to your  entry into the PEGylation business in
your 2008 Form 10-K.  Please advise as to whether Shearwater Corporation was
the licensee of technology a nd intellectual property that was assigned to you as a
result of the acquisition or whether y ou acquired in-house, proprietary technology
and intellectual propert y directly from Shearwater Cor poration as a result of the
acquisition.  If the releva nt technology and intellectual property was acquired
subject to a license agreement, please include the material terms of the license in

Mr. Howard W. Robin
Nektar Therapeutics February 13, 2009 Page 2
 your disclosure, including exclusivity pr ovisions, geographic limitations and term
and termination provisions and file any such license as an  exhibit to your 2008
Form 10-K or provided as with a detaile d analysis supporting  your determination
that such technology and inte llectual property are not mate rial to your business.

*    *    *    *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter th at keys your response to our
comment and provide any requested information.  Detailed letters gr eatly facilitate our
review.  Please file your letter on E DGAR 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.

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