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  Gibson, Dunn & Crutcher LLP

                         1050 Connecticut Avenue, N.W.

Washington, D.C. 20036-5306

Tel 202.955.8500

gibsondunn.com

                         Stephen Glover

Direct: +1 202.955.8593

Fax: +1 202.530.9598

SIGlover@gibsondunn.com

VIA EDGAR

December 13, 2023

Brian Soares, Special Counsel

Christina Chalk, Assistant Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, NE

Washington, D.C. 20549-3628

 Re: United Therapeutics Corporation

Miromatrix Medical Inc.

Schedule TO-T filed November
13, 2023

Filed
by United Therapeutics Corporation

File
No. 005-93461

Dear Mr. Soares and Ms. Chalk:

This letter is being submitted
on behalf of United Therapeutics Corporation (the “Company” or “Parent”) in response to comments
from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”) with respect to the Company’s above-referenced Schedule TO-T (as amended, the “Schedule
TO”), as set forth in the Staff’s letter dated November 22, 2023 (the “Comment Letter”).

The headings and numbered
paragraphs below correspond to the headings and numbered paragraphs set forth in the Comment Letter. For the Staff’s convenience,
we have set forth below in italics each of the numbered comments from the Comment Letter followed by the Company’s responses thereto
in regular type.

As an initial matter, we thank
you for your call earlier today regarding the Comment Letter. As explained in our return message this evening, we are responding to your
comments at this time, and apologize for the delay in responding. As noted below, please call me at the number below if you have any remaining
concerns.

Abu Dhabi ·
Beijing · Brussels · Century City
· Dallas · Denver ·
Dubai · Frankfurt · Hong Kong
· Houston · London ·
Los Angeles

Munich · New York · Orange County
· Palo Alto · Paris ·
Riyadh · San Francisco · Singapore
· Washington, D.C.

December 13, 2023

Page 2

Schedule TO-T filed November 13, 2023

Offer to Purchase

General

 1. Please revise your disclosure in Schedule I to the Offer to Purchase to include
the information required by Item 3 of Schedule TO and Item 1013(a) - (c) of Regulation M-A for any filing person and any person specified
in General Instruction C of Schedule TO. For each natural person, your revised disclosure should include the principal business and address
of his or her current principal occupation or employment and past material occupations, positions, offices or employment (during the past
five years).

Response: We respectfully acknowledge
the Staff’s comment and note that the Company believes that it has provided substantially all of the information required by Item
3 of Schedule TO and Item 1003(a)-(c) of Regulation M-A. (We respectfully submit that we believe the Staff’s comment intended to
reference Item 1003 rather than 1013.) Schedule I discloses that Parent board member Raymond Dwek is a U.K. citizen and that Parent board
member Linda Maxwell is a Canadian citizen. We hereby reconfirm, as noted above the table on Schedule I, that all of the other members
of Parent’s board and the executive officers of Parent and of Morpheus Subsidiary Inc. (the “Purchaser”) listed
in Schedule I are U.S. citizens. We note in this regard that Dr. Judy Olian has dual citizenship in the U.S. and Israel and Dr. Martine
Rothblatt has dual citizenship in the U.S. and Canada. We also confirm that none of the directors and executive officers were convicted
in a criminal proceeding of the kind described in Item 1003(c)(3) or a party to a judicial or administrative proceeding of the kind described
in Item 1003(c)(4). We also hereby reconfirm that the note above the table on Schedule I contains the principal business address of each
of the Company’s directors and officers and that such table contains their current principal occupation or employment.

Summary Term Sheet, page 1

 2. Please expand your disclosure on page 3 and elsewhere to discuss the specific
risks and uncertainties concerning the events that must occur (or not occur) for payments to be issued under the terms of the CVRs. For
example, please provide specific disclosure about the current status of the development of Miromatrix Medical’s fully implantable
bioengineered kidney product. Your revised and expanded disclosure should also outline the efforts Parent is required to make to achieve
the Milestone under the terms of the CVR Agreement, including the resources it must expend to do so and how those resources relate to
the amount needed to achieve the Milestone. Finally, summarize the information (if any) CVR holders are entitled to receive about Parent's
efforts to achieve the Milestone and any remedies CVR holders may have (or lack thereof) to enforce Parent's obligations.

Response: We respectfully note that
we believe the disclosure included in the Schedule TO and the CVR agreement itself adequately describes the specific risks and uncertainties
regarding the CVRs, and does not omit material information. The milestone that must occur for payment to become due is described in detail
on page 3 of the Offer to Purchase. The disclosure states that it is possible the milestone will not be achieved and that no payment will
be made. It notes Parent’s obligation to achieve the milestone is limited by a “Commercially Reasonable Efforts” standard,
which it describes in detail, and explains that this standard will be presumed to have been satisfied if Parent spends at least $30.5
million in the aggregate to achieve the milestone prior to December 31, 2025, the CVR Expiration Date. The disclosure further describes
the fact that Parent need not disadvantage any currently available products or products currently under development or which may in the
future enter development, including Parent’s other development-stage manufactured organ products, which could potentially compete
with the Product.

December 13, 2023

Page 3

The status of development of Miromatrix Medical
Inc. (“Miromatrix”)’s bioengineered kidney product is discussed in detail in Miromatrix’s SEC reports,
including its most recent report on Form 10-Q filed on November 14, 2023. Parent does not have any new or additional information to disclose
regarding the status of this product.

We note that the CVR holders are not entitled
to receive information regarding Parent’s efforts to achieve the milestone during the short term of the CVR agreement; instead,
in the event that the milestone is not achieved, holders of at least 35% of the outstanding CVRs may require that an audit determine whether
the Company did in fact spend at least $30.5 million to achieve the milestone. While the CVR holders do not have an express contractual
right of specific performance, holders of at least 35% of the outstanding CVRs may bring suit under general contract law to enforce the
provisions of the CVR agreement.

 3. Please explain in your response letter why financial statements are not required
here pursuant to Item 10 of Schedule TO, given that this is not an all-cash offer. Refer to Instruction 2 to Item 10, which is not applicable
here.

Response: We respectfully
acknowledge the Staff’s comment and advise the Staff that Parent does not believe that Parent’s or Purchaser’s financial
statements are material. As Parent explains in the Summary Term Sheet (see page 5 of the Offer to Purchase), and further discusses in
Section 9 —“Source and Amount of Funds” and Section 11 —“The Merger
Agreement; Other Agreements”, the Offer is being made solely for cash and the rights to potentially receive the additional amount
of cash payable with respect to the CVRs. The Offer and the Merger are not subject to any financing or funding condition. The CVR agreement
provides that Parent will deliver cash to the rights agent to fund any payments that become due under the CVRs. Parent has sufficient
funds available to pay any amounts that become due under the CVRs (an amount that will not exceed approximately $54.0 million in the
aggregate). In this regard, we note Parent reported that it held approximately $1.1 billion in cash and cash equivalents (in addition
to approximately $1.77 billion in current assets that are classified as marketable investments) as of September 30, 2023, as disclosed
in its most recently filed report on Form 10-Q. We respectfully submit that, even if it were determined that the Offer was not made solely
for cash, the total value of the CVRs, assuming achievement of the milestone (and even if taken together with the $30.5 million in “Product
Spend” described in response to Comment #2), would be immaterial in relation to Parent’s cash reserves.

December 13, 2023

Page 4

Acceptance for Payment and Payment
for Shares, page 17

 4. On pages 17 and 19, the disclosure states that “tendering stockholders
may be paid at different times depending upon when” the relevant documents are received by the Paying Agent. Please explain why
payments would be made at different times if all necessary materials must be received by the Paying Agent “prior to the expiration
of the Offer” as indicated on page 18 (Procedures for Accepting the Offer and Tendering Shares) (emphasis added).

Response: All stockholders
who validly tendered their shares will be paid promptly following expiration of the Offer, and substantially all such stockholders will
be paid at substantially the same time.

The disclosure that “tendering
stockholders may be paid at different times” is part of the description of the optional guaranteed delivery procedures, which are
described in detail beginning on page 19. (The reference on page 17 is a broader statement that is primarily intended to incorporate this
concept.) Guaranteed delivery procedures were included in the Offer to allow shareholders who are unable to deliver their shares prior
to the expiration of the Offer the ability to nonetheless participate in the Offer. Because receipt of shares is a condition to payment
expressly described in the Offer to Purchase, shareholders who choose to utilize the “grace period” provided by the guaranteed
delivery procedures to deliver their shares after the expiration may not be paid at the same time as shareholders who do not use such
procedures.

CVR Agreement, page 54

 5. Refer to the last paragraph in this section on page 56 and the statement there
that the description of the CVR Agreement “does not purport to be complete.” While a summary is necessarily a condensed version
of disclosure that appears elsewhere, it should describe the material terms of the CVRs. Please modify to avoid characterizing the disclosure
here as incomplete.

Response: The Company
hereby confirms that the summary of the CVR agreement provided in the Offer to Purchase describes all material terms of the CVRs.

Conditions of the Offer, page 58

 6. In the first paragraph of this section on page 58, you state that Parent and
Purchaser may “delay the acceptance for payment of or payment for Shares...” subject to the listed Offer conditions. Please
revise, consistent with bidders' prompt payment obligations under Rule 14e-1(c).

Response: The Offer expired at one
minute after 11:59 p.m., New York City time, on December 11, 2023 (the “Expiration Date”), and neither Parent nor Purchaser
delayed the acceptance for purchase of and payment for the shares so tendered. Purchaser promptly accepted the validly tendered shares
for purchase representing more than 83% of the Miromatrix shares outstanding (the time of such acceptance, the “Acceptance Time”)
during the morning of December 12, 2023 and Parent wired funds to the Paying Agent on December 12, 2023.

December 13, 2023

Page 5

 7. Refer to the following statement in the last paragraph of this section: “The
foregoing conditions (including the Minimum Condition) may be asserted by Purchaser or Parent, in whole or in part, at any applicable
time, or from time to time...” When an offer condition is “triggered,” a bidder must promptly notify subject security
holders whether it intends to waive that condition and proceed with the offer, or assert the condition and terminate it. Please revise.

Response: We respectfully advise
the Staff that neither Purchaser nor Parent asserted any Offer Condition at any time, and no such conditions were triggered (or required
to be waived). The Offer expired with more than 83% of the outstanding Miromatrix shares validly tendered and received as of the Expiration
Date. Purchaser’s acceptance of these shares was publicly announced in a press release on December 12, 2023. Parent and Purchaser
undertake to clearly state in any future tender offer disclosure documents that they will notify the subject security holders promptly
should they intend to assert or waive any condition to the applicable offer made at such time.

 8. In the last paragraph in this section on page 59, you state that Purchaser or
Parent may assert any of the listed Offer conditions in “their sole discretion.” Reserving the right to determine satisfaction
of an offer condition in the sole discretion of bidder may render the offer illusory, in contravention of Regulation 14E. Please revise
to include a standard of reasonableness. See Compliance and Disclosure Interpretation Question 101.01 under Tender Offer Rules and Schedules
(March 17, 2023).

Response: We respectfully
acknowledge the Staff’s comment, and acknowledge our understanding that reserving the right to determine satisfaction of an offer
condition in the bidder’s sole discretion may render the offer illusory. The disclosure on page 59 was not intended to imply that
Purchaser or Parent could arbitrarily determine or control whether an offer condition has been triggered, but rather to make clear that
Parent and Purchaser could lawfully decide whether to assert or waive a condition once it has actually been triggered. Parent and Purchaser
will incorporate in any future tender offer disclosure documents a standard of reasonableness, as noted by the Staff. In this instance,
we respectfully note that the Offer expired at the Expiration Date without either of Parent or Purchaser seeking to assert or waive any
Offer Conditions.

 9. In the same last paragraph, you also state that “[t]he foregoing conditions
will be in addition to, and not a limitation of, the right of Parent and Purchaser to extend, terminate or modify the Offer as expressly
permitted by the Merger Agreement.” All of the Offer conditions should be listed here. If there are additional conditions contained
in the Merger Agreement, please revise to describe them here or modify this language.

Response: We respectfully advise
the Staff that the Offer expired at the Expiration Date and the Purchaser promptly accepted for purchase all validly tendered shares.
Neither Parent nor Purchaser sought, nor will seek, to extend, terminate or modify the Offer. We further confirm that all Offer Conditions
were disclosed in the Offer to Purchase and Schedule TO.

December 13, 2023

Page 6

Appraisal Rights, page 61

 10. On page 62, we note the disclosure stating that a stockholder wishing to exercise
appraisal rights must deliver a written demand for appraisal of Shares “within the later of the consummation of the Offer and 20
days after the date of mailing of the Schedule 14D-9.” Please revise to clarify precisely when the consummation of the Offer will
occur for the purposes of exercising appraisal rights under Section 262 of the DGCL. For instance, clarify whether consummation means
the Expiration Date of the Offer or the time the bidder accepts the tendered shares.

Response: We respectfully acknowledge
the Staff’s comment. The consummation of the Offer refers to the Acceptance Time (as defined in the Merger Agreement). Section 251(h)
of the Delaware General Corporation Law (the “DGCL”) defines “Consummates (and with correlative meaning “c