SecProbe.io

Mail Stop 4546
September 30, 2016

Tae Heum Jeong
Chief Financial Officer
Rexahn Pharmaceuticals, Inc.
15245 Shady Grove Road, Suite 455
Rockville, MD 20850

Re: Rexahn Pharmaceuticals, Inc.
 Form 10-K
Filed March 14, 2016
File No. 001-34079

Dear Mr. Jeong :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Collaboration and License Arrangements, page 20

1. Please provide us with proposed disclosure to be included in future fi lings that includes
all material terms for your material collaboration and license agreements.  In particular,
please disclose the following information for your license agreement with Korea
Research Institute of Chemical Technology and your collaboration agreement with
Rexgene Biotech Co., Ltd., as appropriate:
 Scope of intellectual property transferred under the agreements;
 Duration of the agreement;
 Termination provisions;
 Material payment provisions, such as aggregate amounts paid or received to date,
future milestone payments to be paid or received, and royalty rates and royalty term.

Please also file your material collaboration and license agreements as exhibits to your
next Exchange Act report.

Tae Heum Jeong
Rexahn Pharmaceuticals, Inc.
September 30, 2016
Page 2

 Intellectual Property, page 20

2. We note your statement t hat you hold U.S. and foreign patents for Archexin, RX -3117
and Supinoxin.  Please provide us with proposed disclosure regarding your mat erial
patents to be included in future filings.  Please ensure that the disclosure includes the
following:
 the specific  product candidate to which the patent relates and the patent expiration
date or expected expiration date for patent applications;
 type of patent protection (e.g. composition of matter, use, or process); and
 identification of the applicable jurisdictions w here patents are granted or where patent
applications are pending.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 respo nding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United Stat es.

Please contact Tara Keating Brooks  at (202) 551 -8336 or Erin Jaskot at (202) 551 -3442
with any other questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance