SecProbe.io

July 27, 2011
 Via E-mail

Mr. Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA 02458
Re: Novelos Therapeutics, Inc.
Registration Statement on Form S-1 Filed July 1, 2011
  File No. 333-175284

Dear Dr. Palmin:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-1

 General

1. Please note that when you file a pre-eff ective amendment containing pricing-related
information, we may have additional comments.  As you are likely aware, you must file
this amendment prior to circulating the prospectus.
2. Please note that when you file a pre-effectiv e amendment that incl udes your price range,
it must be bone fide. We interpret this to mean that your range may not exceed $2 if you price below $20 and 10% if you price above $20.
3. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not complete lists. If our comments are appli cable to portions of

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 2

 the filing that we have not cited as examples, please make the appropriate changes in
accordance with our comments.
4. Please provide us supplemental copies of pr oofs of all graphic, visual or photographic
information you will provide in the prin ted prospectus prior to its use.
5. Your Form S-1 does not include the financial statements of Novelos, the registrant, for
the years ending December 31, 2010 and 2009 and the quarter ending March 31, 2011.  Form S-1 rules also require that you include Rule 8-04 financial statements, which as a
result of the reverse acquisiti on, will be those of the regist rant, Novelos.  Accordingly,
please revise to provide the financial statem ents of the acquired company in accordance
with Rule 8-04.
6. Please provide the information required by It em 304 of Regulation S-K regarding your
change of accountants from Stowe & Degon LLC to Grant Thorton LLP.

Prospectus Summary

7. Please briefly define the following term s used in the Prospectus Summary:

 Radiolabeled;
 Radioisotope;
 Apoptosis;
 Akt;
 Caspase-mediated;
 Cytotoxic;
 Dosimetry.
8. Please note that the Prospectus Summary must be a balanced discussi on of the disclosure
found within the Prospectus.  Accordingly, it  must contain information related to the
weaknesses and risks faced by the company in addition to its strengths.  Please add a
subsection to the Prospectus Summary im mediately following the “Our Business”
subsection to briefly describe the major ri sks and weaknesses facing the company.  This
discussion should include your history of losse s, your involvement in  legal proceedings,
your need to raise a substant ial amount of funds to continue development of your product
candidates, your lack of re venue, and your lack of FDA-approved products.
9. Please briefly describe your material collabo rations and license agreements relating to
Cellectar products and technol ogies in this section.
10. Please expand your Prospectus Summary sectio n and Business section briefly to explain
how Cellectar developed its technology platform  and intellectual property.  To the extent
that this was developed in-house,  please identif y the technology.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 3

 The Offering

11. You state on page 4 that “unl ess we specifically state otherwise, the share information in
this prospectus is as of June 29, 2011 . . . .”   Please confirm that you will update share
information with each amendment as of the latest practicable date.

Risk Factors
”We will require additional capital in order to continue our operations . . .,” page 7
12. To the extent possible, please quantify the cost  of your currently antic ipated research and
development activities, including the costs you will incur prior, and related to, filing
INDs for COLD and LIGHT, and costs you will incur related to th e initiation through
completion of the Ib trial for HOT.
13. We note your disclosure that your ability to execute your operating plan depends upon
your ability to obtain additional funding via the sale of equity and/or debt securities, a
strategic transaction, or othe rwise.  Please disclose whet her you have approached any
sources for additional funding, or have entere d into negotiations for a transaction.
14. We note your disclosure that you may obtai n additional financing by issuing debt
securities.  Please expand your disclosure to in form the investor that any holders of debt
securities could have rights supe rior to existing shareholders.

“We were recently a defendant in a securities fraud class ac tion lawsuit . . .,” page 8
15. In the third paragraph of this risk factor, you disclose that the re sulting liability from
claims may not be covered by insurance.  Pleas e expand this risk fact or to disclose the
types of insurance you carry, and the extent of your coverage.

“The integration of Novelos and Cellectar  may be costly and difficult,” page 9
16. If you have experienced any difficulties in  integrating Novelos and Cellectar, please
briefly describe them in this risk factor.

“We have limited in-house research and manuf acturing capacity and rely . . .,” page 11
17. Please expand this risk factor to discuss the term and termination provisions of any
agreements you have with contract manufactur ers, and the University of Wisconsin at
Madison.

“We may face litigation from third parties who claim . . .,” page 12
18. You state in this risk factor that “most of  [your] license agreements would likely require
that [you] pay the costs associating with defendi ng this type of litigation.”  It is not clear

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 4

 if you currently have any license agreements in addition to your license agreement with
the University of Michigan.  If you do not, please clarify that you are referring to
potential future license agreements.  If you cu rrently have license agreements in addition
to the license agreement with the University of Michigan, th ey should be described in the
Business section.
19. If you have or have had any claims against you alleging infringement, please so disclose
in this risk factor.

“If we are unable to protect or enforce our rights to intellectual property . . .,” page 13

20. You indicate that you maintain confidentiality and assignmen t-of-inventions agreements
with your employees and othe r persons with access to your  proprietary materials or
processes.  Please provide the Staff w ith a supplemental copy of the standard
confidentiality agreement a nd the assignment-of-inventions  agreement you enter into
with your employees.  We may have further comment.

“The use of hazardous materials, including radioactive materials . . .,” page 14
21. Please disclose the amount of your insurance coverage.

“If we are unable to convince physicians of the benefits of our intended products. . .,” page 15
22. In this risk factor and in the Business s ection, please describe your target market.

“The market for our products is  rapidly changing . . .,” page 15
23. Please expand your disclosure in this risk f actor to identify the major potential competing
products, their indications, a nd the companies who are selling or developing them.

“We depend on key personnel who may terminate their employment . . . ,” page 16
24. To the extent you have experienced problems attracting and retaining highly qualified
personnel in the recent past, please re vise to describe these problems.

“There may be a limited public market  for our securities . . .,” page 17
25. Please briefly describe the listing requirements  for initial listing on a registered stock
exchange that your common stock currently fails to meet.

“Our common stock constitutes a ‘penny stock’ under SEC rules . . .,” page 17
26. Please briefly define a “penny stock.”

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 5

 27. In this risk factor, please also discuss the effect on liquidity, specific legal remedies
available to investors of pe nny stocks, and how such remedies would affect the company.

“If we fail to maintain effective internal co ntrols over financial re porting . . .,” page 17

28. Please disclose any past or present weaknesse s in your internal control over financial
reporting.

Use of Proceeds
29. The second paragraph of this section, beginning with “We may not be successful in
selling any or all of the secu rities offered hereby. . . .” is  inappropriate for this filing
because this is a firm-commitment offe ring.  Please delete this paragraph.
30. We note your disclosure that you expect to use any proceeds received from this offering
to fund your research and development activit ies, including the further development of
your LIGHT, HOT and COLD compounds in a wide range of cancers.  Please expand
this statement to disclose where in the pr ocess of developing LIGHT, HOT, and COLD
you expect the application of these proceeds will take you.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
31. Please revise to provide us the composition of research and development expenses for
each period presented. In this regard, please provide us a break-out, if practicable, by
development project, development phase (i.e. preclinical versus clinical), or by some
other function/nature for which you report these co sts internally.

Liquidity and Capital Resources, page 25
32. Please revise to discuss the reasons for the changes in operating assets and liabilities,
which contributed to the reduction in cas h used in your opera ting activities from
$1,215,612 in the first quarter of 2010 to $324,566 in the first quarter of 2011. For
example, you disclose that accounts paya ble and accrued liabili ties contributed $293,000
to operating cash flows in th e first quarter of 2011. Howe ver, you do not discuss the
reasons for the corresponding increase in acc ounts payable and accrued liabilities. Ensure
that your revised disclosure also describe s any known trends, demands, commitments,
events or uncertainties that are reasonably li kely to result in your liquidity increasing or
decreasing in any material way.

Critical Accounting Policies
Stock-based Compensation, page 26

33. In order for us to fully unde rstand the equity fair market valuations reflected in your
financial statements, please re vise to provide a table disclo sing the number of instruments

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 6

 granted, exercise price, fair value of the unde rlying stock, fair value of the instrument
granted for all equity instru ments and the amount of compensation or interest element
recorded, if any, for all equity instrument s issued during 2010 and 2011 through the date
of your response.  This table should include the 3,576,400 options issued on May 18,
2011 for $1.40.
34. We may have additional comments on your  accounting for stock compensation and
related disclosure once you have disclosed an estimated offering price.  Once you have
disclosed an estimated offering price, please provide quantita tive and qualitative
disclosures explaining the difference between the estimated offering price and the fair
value of each equity issuance.
 Business

Business of Novelos, page 27
35. Please clarify in the discussion of LIGHT on page 28 whether an IND has been filed for
LIGHT.

Pipeline Product, page 32
36. You suspended development of NOV-002 and NOV-205, pending further revaluation,
but continue to describe these compounds as “Legacy Pipeline Products.”  Please revise
your disclosure to clarify the current stat us of these drug compounds, previously under
development by Novelos, and describe the reasonably likely prospects for their continuing future development.

Manufacturing, page 33

37. You state that LIGHT is curre ntly manufactured by your colla borator, the University of
Wisconsin, and that you currently rely upon contract manufacturers to produce COLD.
Please disclose whether you have any other ag reements related to the manufacture of
COLD.  If so, please describe the material  terms of these agreements, including each
parties’ rights and obligati ons under the agreement, durati on, termination provisions and
all other material terms.  Please also file a ny agreements as exhibits to your registration
statement, or provide a legal analysis as to why these agreements need not be filed
pursuant to Item 601(b)(10) of Regulation S-K.

Competition, page 33
38. Please expand your disclosure to identify th e companies that produce Zevalin, Bexxar,
and FDG.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 7

 Licenses / Collaborations, page 35

39. Please expand your description of the license ag reement between Cellectar and the
University of Michigan to describe:

 All of Cellectar’s obliga tions and related deadlin es under the agreement;
 The status regarding these obligations;
 The consequences of a failure to perform; and
 Any termination provisions in the license agreement.

Compensation of Directors and Executive Officers
Employment Agreements, page 43
40. You state that on June 1, 2011, the employment agreement between the company and Mr.
Palmin was amended.  Please file the amende d employment agreement as an exhibit to
your registration statement pursuant to Item 601(b)(10) of Regulation S-K.

Security Ownership of Certain Beneficial Owners and Management
41. It appears that the total numb er of shares beneficially ow ned by Greenway Properties Inc.
is miscalculated.  It appears that the number should be 2,337 ,400 instead of 1,337,400.
Please revise accordingly.
42. In the footnotes to this table, please iden tify the natural person( s) who ultimately hold
dispositive and voting power ove r the shares held of reco rd by MEG-Cellectar II LLC
and Greenway Properties Inc.

Management
43. It appears that you have a clas sified board of directors.  In the table on page 39, please
specify the year in which each director’s term will expire.

Notes to Financial Statements
5. Convertible Debt, page F-12
44. Regarding the convertible notes issued on January 25, 2010, please explain the following:

a. How you calculated the initial beneficial  conversion feature of $214,000 that was
recognized immediately, specifically addr essing the fair value of Cellectar’s
common stock at the date of grant and th e number of shares the convertible notes
were convertible into;
b. Tell us how you determined at January 20, 2011 that the Convertible Notes would be
converted into 4,181,535 shares of comm on stock and how you calculated the

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 8

 additional shares of 343,963 compared to the original terms of th e convertible notes;
and
c. Explain how you calculated the additi onal interest expense of $258,000 in
connection with the January 2011 convers ion and your basis for recognizing the
expense in the second quarter of 2011 ra ther than the first quarter of 2011.

4. License Agreements, page F-11

45. Please disclose the current status and ke y terms governing Nove los’ collaboration
agreements with Lee’s Pharmaceutical and Mundipharma that govern NOV-002 and
NOV-205 and how these agreements may impact the combined company going forward.  In this regard, we note in Novelos’ Fo rm 10-K