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May 22, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: AmpliPhi Biosciences Corporation

Amendment No. 2 to Registration
Statement on Form 10

Filed April 15, 2014

File No. 000-23930

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences
Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Staff”) with respect to Amendment No. 2 to the Company’s
Form 10-12G filed April 15, 2014 (File No. 000-23930), as set forth in your letter dated May 8, 2014. We also enclose with this
letter clean and marked copies of Amendment No. 3 to the Form 10, as amended and filed on May 22, 2014 (“Amendment No.
3”). Below are responses to each of the Staff’s comments. The text of each comment contained in the Staff’s
letter is set forth in italics below, followed by the Company’s response.

Anti-Infective Treatments with Bacteriophages, page 13

 1. We note your response to prior comment 2. Please revise this section to clarify that your conclusion that these studies
suggest that phage therapy shows promise for treating infectious diseases is based on limited available information regarding these
studies.

RESPONSE:

We acknowledge the Staff’s
comment and have adjusted the disclosure on page 13 of Amendment No. 3.

Form 10-12G Amendment No. 2

Management’s Discussion and Analysis

General and Administrative, page 51

 2. You indicate that general and administrative expenses were higher in 2013 than in 2012 due to placement agent fees associated
with the June 2013 Series B Preferred Shares placement and the December 2013 common stock private placement, higher legal expenses
due to preparation to become a public company, and staffing expenses.

 · Revise your disclosure in Form 10/A to quantify each of the reasons cited that caused an increase in expense.

    US: 4870 Sadler Rd, Suite 300, Glen Allen, VA 23060

    AU: Unit 7 27 Dale Street, Brookvale 2100 NSW

RESPONSE:

We acknowledge the Staff’s
comment and have adjusted the disclosure on page 51 of Amendment No. 3.

 · Tell us why the placement agent fees related to the preferred and common stock offerings were expensed rather than netted
against proceeds received in the offerings.

RESPONSE:

While ASC 340-10-S99-1 indicates that the appropriate
treatment of the issuance costs would be to net the costs against the proceeds received, in the June 2013 Series B Preferred Shares
placement, of the approximately $7 million in proceeds received, only $100,000 was attributed to equity. The remainder was attributed
to derivative liabilities for the preferred shares and warrants. As such, we felt that the $100,000 booked to reflect the par value
of the Series B shares was immaterial to the transaction, as the purchase truly resulted in derivative liabilities. As the derivative
liabilities were booked at fair value, offsetting the proceeds against the derivative liabilities would only have resulted in immediately
writing the derivative liabilities back up to fair value, which we believed to be inconsistent with the intent of the ASC. Therefore,
we felt that the only reasonable alternative under these circumstances would be to expense the transaction fees for this transaction.

For the December 2013 common stock private placement,
we have restated our previously issued December 31, 2013 financial statements and included the restated December 31, 2013 financials
as part of Amendment No. 3. The financial statements have been restated to net investment fees paid as part of the December financing
against the proceeds received. As a result of this correction, we reduced general and administrative expenses and additional paid
in capital by $2,550,000. The Company’s net loss decreased $2,550,000 to $55,820,000. The net loss per share decreased by
$0.02 per share to ($0.64) per share.

Item 15. Financial Statements and Exhibits

AmpliPhi Biosciences Corporation

Notes to Consolidated Financial Statements For The Years
Ended December 31, 2013 and 2012

7. Preferred Shares, page F-12

    2

 3. You state that “In connection with the private placement of Series B Convertible Preferred Stock, the Company recorded
a liability for the conversion feature that contains a provision that protect holders from a decline in the issue price of the
Company’s common stock (“down-round” provision). The Company estimates the fair values of the conversion feature
using a Black Scholes valuation model. The Company measured the fair value of the conversion feature on June 26, 2013 and July
15, 2013 and recorded the initial liability as part of the private placement proceeds. The Company re-measured the fair value of
the conversion feature and recorded $30,422,000 in total charges to record the liabilities associated with the conversion feature
at their estimated fair value totaling $33,510,000 as of December 31, 2013.” We have the following comments:

 · Please provide us, citing specific authoritative literature, your detailed analysis that supports your conclusion that the
Series B Convertible Preferred Stock contains an embedded derivative that required bifurcation. Tell us the feature of the conversion
option that triggers liability classification and if you concluded that the preferred stock is an equity host or a debt host and
the basis for your conclusion.

RESPONSE:

We used ASC Section 815-15-25-1 to determine that
the Series B Convertible Preferred Stock contains an embedded derivative that requires bifurcation. It states:

“An embedded derivative shall be separated from
the host contract and accounted for as a derivative instrument pursuant to Subtopic 815-10: if and only if all of the following
criteria are met:

a. The economic characteristics and risks of the embedded
derivative are not clearly and closely related to the economic characteristics and risks of the host contract.

b. The hybrid instrument is not remeasured at fair
value under otherwise applicable generally accepted accounting principles (GAAP) with changes in fair value reported in earnings
as they occur.

c. A separate instrument with the same terms
as the embedded derivative would, pursuant to Section 815-10-15:, be a derivative instrument subject to the requirements
of this Subtopic. (The initial net investment for the hybrid instrument shall not be considered to be the initial net investment
for the embedded derivative.)”

Criterion A – Section 4.4.4(f)(iv) of the Designation
of Preferences, Rights and Limitations of Series B Preferred Stock states that if on any date after the preferred shares are issued
any common stock shares are issued for “consideration per share less than the Current Conversion Price” then the conversion
rate of the preferred shares would be adjusted. This would imply that the settlement amount is not fixed and therefore the preferred
shares are not indexed to the Company’s own stock.

In this case, the embedded derivative is not clearly
and closely related to the economic characteristics and risk of the host contract because the terms of the embedded feature provide
for potential adjustment. In order to evaluate the “clearly and closely related criterion” we first looked to whether
the derivative feature was considered indexed to the entity’s own stock. Although the guidance for evaluating whether an
instrument is considered indexed to an entity’s own stock under ASC 815-40-15-5 through 15-8 is not required to be used in
the assessment of clearly and closely related under ASC 815-15-25-1(a), we felt it provided additional evidence for evaluating
the clearly and closely related criterion.

    3

Step 2 in ASC 815-40-15-7C, states that an “instrument
(or embedded feature) shall be considered indexed to an entity's own stock if its settlement amount will equal the difference between
the following:

a. The fair value of a fixed number
of the entity's equity shares

b. A fixed monetary amount or a fixed amount of a debt
instrument issued by the entity.”

Due to the variable number of shares, we feel that
the derivative is not clearly and closely related.

Criterion B – As the host instrument is preferred
stock, it is not remeasured at fair value and therefore meets criterion B.

Criterion C – ASC 815-10-15-83, Definition of
Derivative Instrument, defines a derivative instrument as “a financial instrument or other contract with all of the following
characteristics:

a. Underlying, notional amount, payment provision. The
contract has both of the following terms, which determine the amount of the settlement or settlements, and, in some cases, whether
or not a settlement is required:

1. One or more underlyings

2. One or more notional amounts or payment provisions
or both.

b. Initial net investment. The contract requires no
initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would
be expected to have a similar response to changes in market factors.

c. Net settlement. The contract can be settled net by
any of the following means:

1. Its terms implicitly or explicitly
require or permit net settlement.

2. It can readily be settled net by a means outside
the contract.

3. It provides for delivery of an asset that puts
the recipient in a position not substantially different from net settlement.”

    4

Free standing instruments with down-round price protection
features are considered to be derivatives as they are a future promise to exchange a variable number of shares due to the down-round
price protection. As such, the feature would independently be considered a derivative and meets Criteria C. The underlying is the
fair value of the preferred share and the notional amount/payment provision is the face amount of the preferred shares. The preferred
shares were purchased for an amount the Company believes to be the fair value of the preferred shares and not for the down-round
protection, which equates to little to no initial net investment. Net settlement is done outside of the contract as the conversion
is to common shares which are readily convertible to cash.

As the preferred stock’s conversion rate would
be adjusted if the company issued equity at a price below the conversion price (“down-round” provisions), the feature
is not solely indexed to the entity’s own stock and thus liability classification was deemed appropriate.

 · Tell us why you believe the Black-Scholes valuation model appropriately valued the possible exercise price adjustments (“down-round”
provision) features of the conversion feature. We believe that the potential exercise price revisions render single-path option
pricing models, such as Black-Scholes, inappropriate.

RESPONSE:

The methodology employed included a subjective assessment
as to the likelihood of a “down” round of financing by the Company. We believe the probability for a down-round of
financing by the Company, or issuing future shares at less than $0.14 per share, is minimal and close to zero. We understand that
an open-form model, either a lattice model, binomial, or a Monte Carlo simulation may be better suited for situations where the
probability of price adjustments associated to down-round financing is different than zero. However, we considered a close-form
model such as Black-Scholes-Merton model, with a zero probability of down-round financing based on our professional judgment, to
result in a reasonable estimate of fair value and consistent with GAAP as described in ASC 820. Furthermore, we believe that the
use of alternate methodologies would not yield a result that would be materially different from that performed.

Multiple valuation methodologies are available, some
more complex than others, in estimating fair value for a given asset or liability. We believe the selection of methodology is a
function of:

 · The complexity of the underlying parameters that need to be modeled and the availability of information to support those parameters

 · The materiality of the ultimate result (as a function of those underlying parameters)

 · The cost and effort entailed in employing a specific methodology

    5

We understand that multiple methodologies were at
our disposal for valuing the conversion options, warrants or other type of derivatives — e.g., option pricing (Black-Scholes),
simulation, and binomial lattice. Based on the considerations listed above, and the minimal probability of down-round financing,
we believe that the more simplified methodology (Black-Scholes analysis) provided an adequate basis for reaching a fair value conclusion
for the subject conversion features and warrants, even though the warrants are not “plain vanilla”. A more complex
valuation methodology (such as a simulation model) would have suggested a level of “precision” where we believe none
actually exists. We believe the incremental effort required for a more precise methodology such as a simulation analysis or binomial
lattice did not justify the undue cost and effort required in using these methodologies when the estimated probability for a down-round
of financing by the Company is minimal and close to zero.

Based on our belief that the differences in valuation
models would most likely not be material and our belief that the probability of a down-round financing is minimal or close to zero,
we believe our fair value estimates are reasonable.

 · Your computation of the fair value of the conversion feature at inception and at December 31, 2013.

RESPONSE:

The fair value computation of
the conversion feature is set forth in Exhibit A.

 · Disclose in Form 10/A how the $7 million proceeds was recorded. The statement of Stockholders’ Equity (Deficit) shows
$50,000 and your disclosure appears to indicate a $3,088,000 liability was recognized ($30,510,000 - $30,422,000). Disclose in
Form 10/A how the remaining $3,862,000 was recognized.

RESPONSE:

Our disclosure in Amendment No. 3 has been updated
to include the following:

On June 26, 2013, the Company issued 4,999,999 shares
of the Company’s newly-created Series B Convertible Preferred Stock and warrants to purchase 12,499,996 shares of common
stock at an exercise price of $0.14 per share for an aggregate purchase price of $6,999,998. The value of the derivative liability
related to the warrants was $1,892,499 and the value of the derivative liability related to the preferred shares was $4,999,999.
In addition, a beneficial conversion (deemed dividend) was booked for $2,892,499.

Note that during the year, 1.16 million preferred
shares were converted to common shares and thus the amount attributed to the derivative liability of the preferred differs from
the Staff’s calculation above. The additional disclosure related to these conversions is included in our response to the
Staff’s next comment.

    6

Below are the journal entries booked for the issuance:

    Dr.

    Cr.

    Cash

    6,999,998.60

    Preferred Shares

    100,160.80

    Derivative Liab - Warrant (cash shares)

    1,892,499.39

    Derivative Liab - Preferred (cash shares)

    4,999,999.00

    Convertible Loan Notes

    5,137,017.00

    Convertible Loan Note Interest

    346,658.59

    Derivative Liab - Warrant (CLN conversion)

    1,649,478.62

    Derivative Liab - Preferred (CLN conversion)

    3,841,536.38

    To Book June 26th Issuance of Shares

    Dr.

    Cr.

    Deemed Dividend

    2,892,499.19

    APIC - BCF

    2,892,499.19

    To Book Beneficial Conversion for cash shares

    Dr.

    Cr.

    Deemed Dividend

    3,131,161.22

    APIC - BCF

    3,131,161.22

    To Book Beneficial Conversion for CLN conversion

 · Disclose in Form 10/A the amount reclassified from liability to equity upon conversion of some of the preferred shares to
common stock and when the convers