SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 May 1, 2012

By E-Mail
 Eric Simonson, Esq. Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174-0208
Re:   Vermillion, Inc.
 Preliminary Proxy Statement fi led by György B. Bessenyei,
Gregory V. Novak, and Robert S. Goggin Filed April 20, 2012 File No. 1-34810

Dear Mr. Simonson:
We have reviewed your filing and have th e following comments.  In some of our
comments, we may ask you to prov ide us with information so we may better understand your
disclosure.
 Please respond to this letter by amen ding your filing, by providing the requested
information, or by advisi ng us when you will provid e the requested response.  If you do not believe
our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the inform ation you provide in response
to these comments, we may have additional comments.
 Preliminary Proxy Statement

General

1. We note that Vermillion has proposed additi onal matters on its proxy card, which do not
appear on the participants’ pr oxy card.  Please revise the pa rticipant’s proxy statement
and proxy card to include each of Vermillion’ s proposals or revise your proxy statement
and proxy card to clearly state that shareholde rs will be disenfranchised with respect to
the other matters being solicited by Vermillion.

Eric Simonson, Esq.
Blank Rome LLP May 1, 2012 Page 2
 Background to the Solicitation

2. Please further describe the “key metrics and progress to milestones” which Mr. Bessenyei
believed Vermillion was not keeping investors informed about and why Mr. Bessenyei did not believe that Vermillion addressed his concerns in a meaningful way.

3. We note that you identify the Vermillion nomi nees by name.  Please revise to omit the
names of the Vermillion nominees since they have not consented to being named in the proxy statement, or advise us.  Refe r to Rule 14a-4(d)(4).

Reasons for the Solicitation

4. Please revise to state whether the Group Nomi nees have any specific plans to increase
stockholder value, and if so, then describe any specific plans.

Election of Directors

5. Please revise the proxy statement to state that there is no assurance th at the registrant’s
directors will serve if electe d with any of the participants ’ nominees.  We note that you
have already included simila r language on the proxy card.

6. We note the participants reserve the right to  vote for unidentified substitute nominees.
Advise us, with a view toward revised disclosu re, whether the particip ants are required to
identify or nominate such substitute nomin ees in order to comply with any applicable
company advance notice bylaw.  In addition, please confirm for us that should the
participants lawfully identif y or nominate substitute nominees before the meeting, the
participants will file an amended proxy st atement that (1) identifies the substitute
nominees, (2) discloses whether such nomin ees have consented to being named in the
revised proxy statement and to serve if elected  and (3) includes the disclosure required by
Items 5(b) and 7 of Schedule 14A w ith respect to such nominees.
 Other Matters Likely to be C onsidered at th e Annual Meeting

7. Please revise to number the proposals, as you have done on the proxy card.

8. We note your disclosure, here and on the pr oxy card, that if the proxy card is unmarked,
then the participants will vote the proxy card in their discretion.  Pl ease revise, here and
on the proxy card, to specifically state how unmarked cards will be voted, i.e., whether
for, against, or abstain.  Re fer to Rule 14a-4(b)(1).

Solicitation; Expenses

9. We note that proxies may be solicited by mail, advertisement,  telephone, internet,
facsimile, other media, and personal solicita tion.  Please be advise d that all written

Eric Simonson, Esq.
Blank Rome LLP May 1, 2012 Page 3
 soliciting materials, including any scripts to be used in  soliciting proxies over the
telephone or any e-mail correspondence and any information posted on the Internet must
be filed under the cover of Schedule 14A.  Refer to Rule 14a-6(b) and (c).  Please
confirm your understanding in your response letter.
 Information about the Company

10. We note that this filing refers security holders  to information that will be contained in the
registrant’s proxy statement for the annual m eeting.  We presume that the participants
intend to rely upon Rule 14a-5(c) to fulfill certain disclosure ob ligations.  Please note that
we believe that reliance upon Rule 14a-5(c ) before the company distributes the
information to security holders would be inappr opriate.  If the participants determine to
disseminate their proxy statement prior to  the distribution of the company’s proxy
statement, the participants must undertake to provide any omitted information to security holders in the form of a proxy supplement.  Pleas e advise as to the pa rticipants’ intent in
this regard.
Information Concerning Partic ipants and their Associates

11. We note that all the derivative interests prev iously held by Mr. Bessenyei have expired.
Please revise to further describe the deriva tives referred to here and in Appendix B.
Refer to Item 5(b)(1)(viii) of Schedule 14A.

Please direct any questions to me at ( 202) 551-3411.  You may also contact me via
facsimile at (202) 772-9203.  Please send all corre spondence to us at the following ZIP code:
20549-3628.                                   Sincerely,           /s/ Peggy Kim                                    Peggy Kim         S p e c i a l  C o u n s e l          Office of Mergers & Acquisitions