SecProbe.io

Mail Stop 6010
June 15, 2007
 Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA 02458
Re: Nevelos Therapeutics, Inc.
  F o r m  S B - 2
Amendment no. 1 filed June 1, 2007
  File No. 333-143263

Dear Mr. Palmin:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 2  General

1. Please provide us, with a view toward disc losure in the prospectus, with the total
dollar value of the securi ties underlying the preferre d securities that you have
registered for resale (using the numbe r of underlying securities that you have
registered for resale and the market pri ce per share for those securities on the date
of the sale of the convertible note).

Payments to the investor and affiliates
2. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock) in connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the transacti on (including any interest
payments, liquidated damages, payments  made to “finde rs” or “placement
agents,” and any other payments or poten tial payments).  Please provide footnote
disclosure of the terms of each such payment.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer  from the sale of the preferred securities
and the total possible payments to all selling shareholders and any of their
affiliates in the first year following the sale of convertible notes.

Potential profits on conversion

3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit the selling share holders could realize as a result of the
conversion discount for the securities underlying the pref erred securities,
presented in a table with the followi ng information disclosed separately:

• the market price per share of the securities underlying the convertible
securities on the date of the sa le of the convertible securities;

• the conversion price per share of th e underlying securitie s on the date of
the sale of the preferred secu rities, calculated as follows:

- if the conversion price per share is se t at a fixed price, use the price per
share established in the preferred securities; and

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 3
- if the conversion price per share is not set at a fixed price and, instead,
is set at a floating rate in relati onship to the market price of the
underlying security, use the conversi on discount rate and the market
rate per share on the date of the sa le of the preferred securities and
determine the conversion price per share as of that date;

• the total possible shares underlyi ng the preferred securities;

• the combined market price of the total number of shares underlying the
preferred securities, calculated by usi ng the market price per share on the
date of the sale of the preferred se curities and the total possible shares
underlying the preferred securities;

• the total possible shares the selling shareholders may receive and the
combined conversion price of the to tal number of shares underlying the
preferred securities calculated by using the conversion price on the date of
the sale of the preferred securities and the total possible number of shares
the selling shareholders may receive; and

• the total possible discount to the market price as of the date of the sale of
the preferred securities , calculated by subtrac ting the total conversion
price on the date of the sale of the convertible note from the combined
market price of the total number of shares underlying the preferred
securities on that date.

If there are provisions in the preferred s ecurities that could result in a change
in the price per share upon the occurr ence of certain events, please provide
additional tabular disclosure as appropri ate.  For example, if the conversion
price per share is fixed unless and until the market price falls below a stated price, at which point the conversion price per share drops to a lower price,
please provide additional disclosure.

Total potential profit from other securities

4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit to be realized as a result of  any conversion discounts
for securities underlying any other warrant s, options, notes, or other securities
of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders, presented in a table with the following information
disclosed separately:

• market price per share of the underlying securities on the date of the sale
of that other security;

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 4

• the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sale of that ot her security; and

- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on/exercise discount rate and the
market rate per share on the date of the sale of that other security and
determine the conversion price per share as of that date;

• the total possible shares  to be received under th e particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price pe r share on the date of the sale of
that other security and the total possible shares to be received;

• the total possible shares to be received and the combined conversion price
of the total number of shares underlyi ng that other security calculated by
using the conversion price on the date of the sale of that other security and
the total possible number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of
that other security, calculated by subt racting the total conversion/exercise
price on the date of the sale of that  other security from the combined
market price of the total number of underlying shar es on that date.

Comparison of issuer proceeds to potential investor profit
5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the gross proceeds paid or payable to the issuer in the preferred security
transaction;

• all payments that have been made or that may be required to be made by the
issuer that are disclosed in  response to Comment 2;

• the resulting net proceeds to the issuer; and

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 5

• the combined total possible profit to be realized as a result of any conversion
discounts regarding the secu rities underlying the c onvertible notes and any
other warrants, options, notes, or other s ecurities of the issuer that are held by
the selling shareholders or any affiliates of the sell ing shareholders that is
disclosed in response to Comment 3 and Comment 4.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments, as
disclosed in response to Comment 2 and th e total possible discount to the market
price of the shares underlyi ng the convertible note, as disclosed in response to
Comment 3 divided by the net proceeds to  the issuer from the sale of the
convertible notes, as well as the amount of  that resulting percentage averaged
over the term of the convertible notes.
 Prior transactions between the i ssuer and the selling shareholders

6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons), with
the table including the following information disclosed separately for each
transaction:

• the date of the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders;
• the number of shares of the class of securi ties subject to the transaction that were
issued or issuable in connection with the transaction;
• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction (assuming full i ssuance), with the percentage calculated
by taking the number of shares issued a nd outstanding prior to the applicable
transaction and held by persons other than  the selling shareholders, affiliates of
the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or issuab le in connection with the applicable
transaction;

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 6
• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction (reverse split ad justed, if necessary); and

• the current market price per share of th e class of securities subject to the
transaction (reverse split adjusted, if necessary).

Comparison of registered sh ares to outstanding shares
7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to  the preferred securities transaction
that are held by persons other than the selling shareholders, affiliates of the company, and affiliates of the selling shareholders;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;

• the number of shares that have been sold  in registered resa le transactions by
the selling shareholders or affiliates of the selling shareholders; and

• the number of shares registered for resale  on behalf of the selling shareholders
or affiliates of the selling share holders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outst anding convertible securities, options,
or warrants.

The issuer’s intention and ability to make a ll note payments and the presence or absence
of short selling by the selling shareholders
8. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:

• whether the issuer has the intention, and a reasonable basis to believe that it
will have the financial ability, to make all payments on the overlying securities; and

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 7

• whether – based on information obtained fr om the selling shareholders – any of
the selling shareholders have an existi ng short position in the company’s common
stock and, if any of the sell ing shareholders have an ex isting short pos ition in the
company’s stock, the following additional information:

- the date on which each such selling sh areholder entered into that short
position; and

- the relationship of the date on which each such selling shareholder entered
into that short position to the date of  the announcement of the convertible note
transaction and the filing of the registration statement ( e.g., before or after the
announcement of the convertible note transa ction, before the filing or after the
filing of the registrati on statement, etc.).

Relationships between the issu er and selling shareholders
9. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have
existed in the past three years or are to  be performed in the future between the
issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a
contractual relationship regarding the tr ansaction (or any pr edecessors of those
persons) – the information provided shoul d include, in reasonable detail, a
complete description of the rights and obligations of th e parties in connection with
the sale of the convertible notes; and
• copies of all agreements between the i ssuer (or any of its predecessors) and the
selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a c ontractual relationship regarding the
transaction (or any predecesso rs of those persons) in c onnection with the sale of
the convertible notes.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is pr esented in the prospectus and that all
agreements between and/or among those pa rties are included as exhibits to the
registration statement, please provide us with confirmation of your view in this
regard.

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 8

The method by which the number of re gistered shares was determined

10. Please provide us, with a view toward disclosure in the prospectus, with a
description of the method by which the co mpany determined the number of shares
it seeks to register in connection with this registration statement.  In this regard, please ensure that the number of shares re gistered in the fee table is consistent
with the shares listed in the “Selling Sh areholders” section of the prospectus.

Information regarding institutional selling shareholders

11. With respect to the shares to be offere d for resale by each se lling security holder
that is a legal entity, plea se disclose the natural pers on or persons who exercise
the sole or shared voting and/or dispositive powers with respect to the shares to be
offered by that shareholder.

*  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that ke