SecProbe.io

June 30, 2010

Mr. Stephen T. Lundy
Chief Executive Officer
AspenBio Pharma, Inc.
1585 South Perry Street
Castle Rock, Colorado 80104

Re: AspenBio Pharma, Inc.
0B Form 10-K for the Fiscal Year Ended December 31, 2009
 Filed March 9, 2010
1B Form 10-K/A for the Fiscal Year Ended December 31, 2009
Filed April 28, 2010
File No. 001-33675

Dear Mr. Lundy:

We have reviewed your filings 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 te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment
requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve a comment applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that keys  your responses to our comments.

After reviewing the information provided, we may have additional comments and/or
request that you amend your filings.

UForm 10-K for the Fiscal Year Ended December 31, 2009

UItem 1.  Business, page 2

1. Please revise your disclosure in this secti on to provide the information required by Item
101(c)(1)(vii) regarding depe ndence upon a single customer.  We note your disclosure
on page 30 of your filing that in 2009, two customers accounted for $105,000 of total
sales of antigens for 2009, and individually re present 17% and 20% of such sales.
Please revise your disclosure to identify thes e customers.  If you have any agreements
related to the sales of  your products with these customer s, please disclose the material
terms of these agreements, including each pa rties’ material right s and obligations, and
any duration and termination provisions.  In addition, please file these agreements as

Mr. Stephen T. Lundy AspenBio Pharma, Inc. June 30, 2010 Page 2

exhibits to your filing, or pr ovide us with a legal analysis  as to why these agreements
need not be filed pursuant to Item 601(b)(10) of Regulation S-K.

Clinical and Product Developm ent – Appendicitis, page 4

2. We note your disclosure on page 5 that you si gned a manufacturing agreement with LRE
in February 2010 to manufacture the instrume nts necessary for the AppyScore product.
Because your business is now focused on the development of AppyScore, it appears that
you may be substantially depe ndent upon this manufacturing agreement.  We note that
you have not included the manufacturing agreem ent as an exhibit to  this Form 10-K, a
Form 8-K, or to the Form 10-Q for the Fiscal Quarter Ended March 1, 2010.  Please
discuss the material terms of this agreement, such as each parties’ rights and obligations
including payment obligations, and any termination provisions.  Please further confirm
that you will file this agreement as an exhi bit to your Form 10-Q for the Fiscal Quarter
Ended June 30, 2010, or provide us with a legal analysis as to why this agreement need
not be filed pursuant to Item 601( b)(10) of Regulation S-K.

Product Overview, page 7

Recombinant Analog Drugs for Animal Reproduction, page 9

Single-Chain Gonadotropin Technology Breakthr ough – Recombinant LH and FSH, page 9

3. We note that you have an exclusive license  agreement with Dr. Irving Boime of The
Washington University at St. Louis for use of  the single-chain technology.  Please revise
your description of this agreement to  disclose the following information:

• All material rights and obligations of  the company and the other party;
• The range of royalty rates (for example, “low-single-digits,” “high-single-digits,”
etc.);
• The aggregate amount of milestone or othe r payments payable or receivable to
each party, and the amounts paid to date; and
• Duration and termination provisions.

In addition, we note that you have not filed th is license agreement as an exhibit to your
Form 10-K.  Please file this agreement as an exhibit, or provide us with a legal analysis
as to why this agreement need  not be filed pursuant to Item  601(b)(10) of Regulation S-
K.

Licensing Agreements for Animal Drugs, page 10

4. We note that in April 2008 you entered into a license agreement w ith Novartis Animal
Health to develop and launch your recombin ant single-chain bovine products.  Please
expand your description of this agreement to disclose the following information:

• All material rights and obligations of  the company and the other party;

Mr. Stephen T. Lundy AspenBio Pharma, Inc. June 30, 2010 Page 3

• The range of royalty rates (for example, “low-single-digits,” “high-single-digits,”
etc.);
• The aggregate amount of milestone or othe r payments payable or receivable to
each party, and the amounts paid to date; and
• Duration and termination provisions.

Intellectual Property, page 14

5. We note that you have entered into an assi gnment and consultation agreement with Dr.
John Bealer related to th e appendicitis diagnosis t echnology.  Please revise your
description of this agreement to di sclose the following information:

• All material rights and obligations of  the company and the other party;
• The range of royalty rates (for example, “low-single-digits,” “high-single-digits,”
etc.); and
• Duration and termination provisions.

6. Please include a more robust discussion of your  material patents, including whether they
are owned or licensed, which product groups they  relate to, the expi ration dates for each,
and the jurisdictions in which they were gr anted.  See Item 101(c )(1)(iv) of Regulation
S-K for guidance.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Total Contractual Cash Obligations, page 36

7. The disclosure of your long-te rm debt contractual cash paym ents presented in the table
does not agree with the terms of the debt desc ribed in footnote (a).  In particular, the
table shows payment obligations after 2013, wh ile footnote (a) states  that “the loan
requires total monthly payments of approximately $23,700 through June 2013, when the
then remaining principal balance is due. ” Also, we were unable to determine the
relationship between the payment obligati ons shown in the table and the monthly
payment amount shown in footnote (a).  Pl ease revise your disclosure accordingly.
Disclose all significant terms of the bank lo an that matures in 2013 and the SBA loan
that matures in 2023.  In addition, revise the amounts in the table to  include contractual
mortgage interest as part of  the contractual cash payments.  This comment also applies
to your disclosure in the Liquidity and Cap ital Resources section of MD&A and in Note
5 to the financial statements.

8. Please revise the table to include all license fee payment obligations to the University of
Washington.

Mr. Stephen T. Lundy AspenBio Pharma, Inc. June 30, 2010 Page 4

Financial Statements, page 42

Notes to Financial Statements, page 47
9. Commitments and Con tingencies, page 63

9. You recognize up-front license f ees received from your agreement with Novartis Animal
Health, Inc. net of amounts due to the University of Washington. Please tell us your
basis under GAAP to present revenues relating to your agreement with Novartis Animal
Health, Inc. net of expenses relating to  your agreement with the University of
Washington. Also, explain to us how you determined deferred revenue, amounting to
$813,947 as current liabilities and $6 34,145 as non-current liabilities.

10. Please disclose the period over which you are amortizing the license fees received under
your agreement with Novartis  Animal Health, Inc. and explain how this period is
consistent with $63,947 amortized in 2009 a nd the remaining life of the underlying
patents disclosed on page 15.

Form 10-K/A for the Fiscal Year Ended December 31, 2009

11. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.

Executive Compensation, page 14

Compensation Discussion and Analysis, page 14

12. We note your disclosure on page 14 that in formation obtained from the Radford Global
Life Sciences Survey of compensation in 2009 was used in summary form as
benchmarking information for your compensation considerations.  However, your
discussion of base salaries and annual in centive awards on page  15 does not describe
how you use the information obtained from the su rvey.  Please revise your disclosure to
describe how you specifically used the su rvey in your determination of NEOs’
compensation.  For example, if you target  an element of your compensation to a
percentage of peer companies’ compensation practices as reflected in the survey, please
so disclose.

Base Salary, page 15

13. We note your disclosure on page 15 that the annual salaries of Mr. McGonegal and Dr.
Colgin were increased for 2009 after taking in to account the evaluations provided by the
Chief Executive Officer, the operating and fina ncial results for th e year, a subjective
assessment of the contribution of each NEO to such results, the achievement of your
strategic growth, and any changes in the NE Os’ roles and responsibilities.  The base
salaries of Mr. McGonegal and Dr. Colg in increased by different amounts and
percentages.  Please revise your disclosure to  discuss the specific factors, results, and

Mr. Stephen T. Lundy AspenBio Pharma, Inc. June 30, 2010 Page 5

circumstances that the Compensation Committ ee took into account when increasing base
salaries for each NEO.

Annual Incentive Plan, page 15

14. Please revise your disclosure to provide mo re information about how the Compensation
Committee determines the size of a bonus award, in general.  For example, if the board
creates a bonus pool based upon the achievement  of certain corporat e objectives, please
so disclose.  If the maximum bonus award that an NEO may receive is based upon a
percentage of his or her base salary, please so disclose.

15. We note your disclosure that the company’s a nnual incentive plan for NEOs, other than
Mr. Faulkner, considers the achievement of corporate goals when awarding cash
bonuses.  Please revise the disclosure in your  Compensation Discussion and Analysis to
provide the following:

• The corporate performance objectives; and
• A discussion of how the level of achieve ment of each objective affected the
actual bonuses to be paid.

To the extent that the objectives are qu antitative, the discussion should also be
quantitative.

16. We note your disclosure on page 15 that in addition to the achievement of corporate
objectives, the Compensation Committee c onsiders how each NEO’s individual
performance may have impacted the achievement  of performance goals during the year.
Please revise your disclosure to indicate the portion of the bonus attributable to the
achievement of corporate objectives, and the portion of the bonus attributable to
individual objectives.

17. Based upon your disclosure on page 15, it appear s that the bonus determinations were
based, in part, upon individual objectives achieved by each NEO.  Your Compensation
Discussion and Analysis does not  disclose the individual objectives used to determine
these executive officers’ annual performance- based bonus.  Please revise your disclosure
to provide the following:

• The individual performance objectives; and
• A discussion of how the level of achieve ment of each objective affected the
actual bonuses to be paid.
To the extent that the objectives are qu antitative, the discussion should also be
quantitative.

Long-term equity awards, page 15

18. We note your disclosure on page 16 that th e Board of Directors made annual stock
option awards to the NEOs in January 2009.  Pl ease revise your disclosure to discuss the

Mr. Stephen T. Lundy AspenBio Pharma, Inc. June 30, 2010 Page 6

material factors that the Board of Director s considered in determining the size of the
equity award for each NEO.

Agreements with Executive Officers Entered Af ter the End of our Fiscal Year, page 22

19. We note your disclosure that you have entere d into an employment agreement with Mr.
Lundy on March 24, 2010.  We further note that this agreement was filed as an exhibit
to a Form 8-K filed March 26, 2010.  Please confirm that you will incorporate this
employment agreement by reference in future filings.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities 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 an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission 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 federa l securities laws of  the United States.

Please contact Frank Wyman, St aff Accountant, at (202) 551 -3660 or Don Abbott, Senior
Staff Accountant, at (202) 551-3608, if you have any questions regarding the processing of your
response, as well as any questions regarding co mments on the financial statements and related
matters.  You may contact Rose Zukin, Staff A ttorney, at (202) 551-3239 with questions on any
of the other comments.  In this regard, do not hesitate to contact  me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant