SecProbe.io

July 28, 2011
 Via E-mail

John Nicholson  Senior Vice President and Chief Financial Officer
Nektar Therapeutics  455 Mission Bay Boulevard South San Francisco, CA 94158

Re: Nektar Therapeutics  Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 1, 2011 File No. 000-24006

Dear Mr. Nicholson:

We have limited our review of your filing to  those issues we have addressed in our
comments.  In our comments, we ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.

After reviewing the information you provide in response to these comments, we may
have additional comments and/or request that you amend your filing.   Overview of Selected Nektar Proprietary Drug Development Progr ams and Significant Partnered
Drug Development Programs, page 10
 1. With respect to your global license agreement w ith AstraZeneca AB, please disclose in future
filings the aggregate developm ent milestones that you are elig ible to receive for NKTR-118
and NKTR-119.
 Patents and Proprietary Rights, page 21

 2. We note that you are a party to a Cross- License and Option Agreement with Enzon
Pharmaceuticals, Inc. whereby you are required to share future royalty payments for several
of your products with Enzon.  Please provide pro posed disclosure to be included in future
filings that discloses the range of royalties, within ten percen t, that you are required to pay.
An acceptable range of royalties is one of the fo llowing:  “single-digits,” “teens,” “twenties,”

John Nicholson
Nektar Therapeutics July 28, 2011 Page 2

 etc.  In addition, please file the agreement as an exhibit pursuant to Item 601(b)(10)(ii)(B) of
Regulation S-K, or, alternatively, tell us the basis for your belief that  you are not required to
file the agreement.
    Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Liquidity and Capital Resources
Cash flows from operating activities, page 55
  3. Your accounts receivables increased by $20.3 million between December 31, 2009 and
December 31, 2010, and decreased by $22.9 milli on at March 31, 2011.  We were unable to
find a discussion of the reason or  the source of the change in the amount.  Please provide us
proposed disclosure to be included in future filings that addresses the reasons for these
changes and their effects on cash fl ows from operating activities.
 Notes to Consolidated Financial Statements

Note 1 — Organization and Summary of Significant Accounting Policies
Revenue Recognition
Product sales and royalties, page 69
 4. You state that product sales revenues are recognized in ac cordance with the terms of the
related agreement.  Please provide us proposed di sclosure to be includ ed in future filings
describing your revenue recogni tion policy for products sold unde r these agreements, as in
accordance with the terms of the related agreement is vague.

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.
 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.

John Nicholson
Nektar Therapeutics July 28, 2011 Page 3

 You may contact Tabatha Akin s, Staff Accountant, at ( 202) 551-3658 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding the processing
of your response as well as any questions rega rding comments on the financial statements and
related matters.  Please cont act Johnny Gharib, Attorney Advi sor, at (202) 551-3170 or Dan
Greenspan, Legal Branch Chief at (202) 551-3623 with questions on other comments.  In this
regard, do not hesitate to c ontact me at (202) 551-3679.

Sincerely,
  /s/ Jim B. Rosenberg
Jim B. Rosenberg
Senior Assistant Chief Accountant