SecProbe.io

December 16, 2010

Alton L. Boynton
President and Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814

Re: Northwest Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
   Form 10-Q for the Quarterly Period Ended September 30, 2010
File No. 000-33393

Dear Mr. McLeod:

We have reviewed your filings and have the following comments.  In some of our
comments, we ask you to provide us with in formation so we may better understand your
disclosures.
 Please respond to this letter within ten business days by providing us the requested
information, amending your filings or by advising us when you will provide the requested response.  If you do not believe a comment applie s to your facts and circumstances, please tell us
why in your response.  Please furnish us a letter on EDGAR under the form type label
CORRESP that keys your responses to our comments.

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

Form 10-K for the fiscal year ended December 31, 2009

 Item 1. Business

Intellectual Property, page 13

1. We note your statement that you have “33 issu ed and licensed patents.”  To the extent
that your technology is substant ially dependent on patents li censed from third parties,
please identify the parties, and provide propos ed disclosure describing the terms of the
licenses and file copies of the agreements  as exhibits.  If you believe you are not
substantially dependent on thes e licenses, please provide us with an analysis supporting
your determination.

Alton L. Boynton
Northwest Biotherapeutics, Inc.
December 16, 2010
Page 2

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Results of Operations
Year Ended December 31, 2008 Compared to  the Year Ended December 31, 2009, page 34

2. Please provide proposed disclosu re to be included in futu re filings to include an
explanation for the loan convers ion inducement recorded during 2009.
 Liquidity and Capital Resources, page 34

3. In future filings please provide a discussi on of your short term capital requirements and
sources available.
Contractual Obligations, page 36

4. To the extent that your agreements with Synteract, Media Marketing Communications
and Dr. David Filer are material, please de scribe the material terms of each.  The
description should include the nature of each party’s obligat ions, required payments, term
and termination provisions, as well as any othe r material terms.  If you are substantially
dependent on any of the agreements, please file them as exhibits.

Directors, Executive Officers and Corporate Governance, page 37

5. Please provide draft disclosure that discu sses the specific experience, qualifications,
attributes or skills of each dire ctor that led to the conclusi on that the person should serve
as a director for the registrant as re quired by Item 401(e) of Regulation S-K.
 Notes to the Consolidated Financial Statements

(5) Stockholders’ Equity (Deficit)
(c) Common Stock Issuances, page 65

6. Please explain to us why you valued the comm on stock issued for services in 2009 based
on the price of your common stock in recent fi nancing transactions rather than on the
quoted market price.  Please cite the aut horitative accounting literature you relied upon in
your analysis.
 Signatures, page 77

7. Pursuant to General Instruction D of Form  10-K, your Form 10-K must be signed by your
principal executive officer, prin cipal financial officer, contro ller or principal accounting
officer, and a majority of the board of director s.  As it does not appear that it has been
signed by a majority of the board of director s, you should amend your filing to include all
required signatures.  To the ex tent that Mr. Boynton serves in the capacity as principal

Alton L. Boynton
Northwest Biotherapeutics, Inc.
December 16, 2010
Page 3

executive officer, principal financial offi cer, and controller or principal accounting
officer, the signature bl ock should so indicate.
 Exhibit 31.1

8. We note that you filed your Principal Executiv e Officer and Principal Financial Officer
certification under Item 601(b)(31) of Regulati on S-K.  Please amend your filing to revise
the certification to in clude the introduct ory language of paragraph 4 of Item 601(b)(31) of
Regulation S-K to include reference to intern al controls.  Please also amend your Forms
10-Q for the quarterly periods ended March 31, June 30 and September 30, 2010 to revise
the certifications.
Form 10-Q for the quarterly period ended September 30, 2010

 Signatures, page 26

9. Pursuant to General Instruction G of Form  10-Q, your Form 10-Q must be signed by your
principal executive officer, prin cipal financial officer, contro ller or principal accounting
officer, and a majority of the board of director s.  As it does not appear that it has been
signed by a majority of the board of director s, you should amend your filing to include all
required signatures.  To the ex tent that Mr. Boynton serves in the capacity as principal
financial officer and controller or principal accounting officer, the signature block should
so indicate.  Similarly, amend your Form 10-Qs for the period s ending March 31, 2010
and June 30, 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities 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  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

Alton L. Boynton
Northwest Biotherapeutics, Inc.
December 16, 2010
Page 4

You may contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast,
Senior Staff Accountant, at ( 202) 551-3613 if you have any ques tions regarding the processing
of your response, as well as any questions rega rding comments on the financial statements and
related matters.  Please contact Michael Ro senthall, Staff Attorne y, at (202) 551-3674 or
Suzanne Hayes, Legal Branch Chief, at (202)  551-367 with questions on any of the other
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant