SecProbe.io

June 23 , 2014

Via E -Mail
Philip J. Young
President and CEO
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi Biosciences Corporation
Amendment No. 3 to Registration Statement on Form 10
Filed May 22, 2014
Response dated June 10, 2014
  File No. 000 -23930

Dear Mr. Young:

We have reviewed your response dated June 10, 2014 and have the following comments.
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten b usiness days by amending your  filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is approp riate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Financial Statements
7. Preferred Shares, page F -12

1. Please confirm  our understanding that your Series B convertible preferred stock and your
warrants contain price protection provisions that require a reduction in  the conversion
price or exercise price as a result of a subsequent at -market issuance of shares below the
instruments’ original strike price, or as a result of the subsequent issuance of another
equity -linked instrument with a lower strike price.   Please provide an illustrative example
of the operation of your price protection feature for both your convertible p referred stock
and your warrants.

In order to facilitate our understanding of your analysis of whether embedded derivatives
within your Series B Preferred Stock require bifurcation, please identify for us the nature
of the host contract (i.e. more akin to  equity or more akin to debt) and provide your

Philip J. Young
AmpliPhi Biosciences Corporation
June 23 , 2014
Page 2

 supporting analysis. See for example ASC 815 -15-25-1 and ASC 815 -15-25-17.  In your
analysis, please identify each of the features you considered in determining the nature of
the host contract.   Please also cl arify whether you include or exclude the embedded
derivative being evaluated for separation when determining the nature of the host
contract.   See ASC 815 -10-S99-3 and ASC 815 -10-S55-1.

2. Please reevaluate whether the conversion option requires bifurcation based on the nature
of the host contract rather than based on the scope exception in ASC 815 -10-15-74.  In
this regard, it does not appear that the economic characteristics and risks of the option to
convert preferred stock to common stock change as a resu lt of the price protection
provision. Please also note that if an embedded conversion feature is bifurcated from the
preferred stock and accounted for separately, a beneficial conversion feature is not
recognized.

3. Please analyze for us whether the optio nal redemption feature and the liquidation
preference represent embedded derivatives requiring bifurcation.   In your analysis, please
clarify whether the change -in-control provisions that trigger the liquidation preference
result in legal redemption or set tlement of the Series B preferred stock.   Please also
clarify whether the change -in-control provisions require net cash settlement only in
specific circumstances in which holders of shares underlying the contract also would
receive cash in exchange for the ir shares.

If the optional redemption feature and the liquidation preference are not required to be
bifurcated from the Series B Preferred Stock, please analyze for us whether either of
these features cause the Series B Preferred Stock to be redeemable pr eferred stock.   See
ASC 480 -10-S99.

We do not believe that a Black -Scholes valuation model appropriately captures the value
of instruments that include anti -dilution price protection provisions.   In this regard the
Black -Scholes model is a single -path mod el that does not take into account the potential
exercise price adjustments under your conversion option and warrants’ anti -dilution price
protection provisions.   Please use an appropriate valuation model such as a binomial or
lattice model.

9. Business C ombinations, page F -16

4. Please expand your disclosure in this note to specify what you acquired in each business
combination similar to your response in your June 10, 2014 response letter, that is, that
you acquired AmpliPhage -001 as part of the Biocontrol  acquisition and AmpliPhage -002
as part of the SPS acquisition and the fair value of each respective in -process research
and development project acquired.

5. Please tell us whether patents existed at the acquisition date of Biocontrol and SPS.   If
they did e xist and would have a material effect on your financial statements if recognized

Philip J. Young
AmpliPhi Biosciences Corporation
June 23 , 2014
Page 3

 separately, please help us understand, notwithstanding the nonauthoritative literature you
cited, why it is appropriate to account for patents, which have a finite life, as if  they have
an indefinite life and whether, and if so how, the valuation of the IRP&D asset
contemplated their finite life.

6. Please explain in layman’s terms what phage and bacterial banks are and why they do not
have an alternative future use at the acquis ition date.   In your response, please help us
understand:
 Whether the phage and bacterial banks acquired require further development
subsequent to the acquisition date to be used in research and development activities;
 Whether the company has identified fu ture research and development projects in
which it will use the banks and whether such identification had occurred as of the
acquisition date;
 If the company identified future research and development projects using the banks,
whether it is “reasonably exp ected” that the company will use the banks in that
alternative manner and anticipates economic benefit from that alternative use.
 Whether the company’s valuation of the IPR&D asset contemplated the results of
future research and development projects that h ad not commenced at the acquisition
date.

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 the information the Securities Exchange Act of
1934 and all applicable E xchange Act rules require.   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 provide a written 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 C ommission 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 federal securities laws of the United
States.

Philip J. Young
AmpliPhi Biosciences Corporation
June 23 , 2014
Page 4

 You may contact James Peklenk at (202) 551 -3661 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Amy Reischauer at (202) 551 -3793, Bryan Pitko at (202) 551 -3203, or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -Mail
Stephen B. Thau
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304 -1018