SecProbe.io

August 30, 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.
Amendment No. 1 to Registrati on Statement on Form S-1/A
Filed August 15, 2011
  File No. 333-175284

Dear Mr. Palmin:

We have reviewed your amende d registration statement and response letter filed August
15, 2011 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 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.
 Amendment No. 1 to Registration Statement on Form S-1/A

 General

1. Please refer to the graphic information you provi ded in response to Comment 4.  We note
that you state in each graphic, “The images provided above are for illustrative purposes only and may not be indicative of all results.”  Please amend each graphic to make this
disclaimer more prominent in both size and f ont.  Please also include  an additional legend
stating that the illustrations do not refer to  approved products and that the company has
not received commercial revenue from the sale of any products.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. August 30, 2011 Page 2

 Prospectus Summary

2. Please refer to your response to Comment 7.  Pl ease note that your use of a glossary does
not remedy the use of non-plain English in the Prospectus Summary.  Please refer to Staff
Legal Bulletin 7.  Please expand your  disclosure to briefly expl ain in the text where each
term is first used the meaning of the following terms:

 Radiolabeled;
 Radioisotope;
 Apoptosis;
 Akt;
 Caspase-mediated;
 Cytotoxic;
 Dosimetry.

Overview, page 1
3. Please refer to your discussion of your license agreement with the Univ ersity of Michigan
on page 2.  You state that the license requires you to make pa yments to the University of
Michigan ranging from $50,000 to $200,000 upon the achievement of certain key
regulatory and commercial milestones.  Pleas e expand your disclosure , here and in the
Business section, to disclose the aggregate amount of milestone payments potentially
payable by you to the Un iversity of Michigan.

Risk Factors
“Our common stock constitutes a ‘penny stock’ under SEC rules . . .,” page 16
4. We note your response to Comment 27 and reis sue the comment in part.  Please expand
your disclosure in this risk factor to discuss the specific legal remedies available to
investors of penny stocks.

Use of Proceeds
5. Please refer to your response to Comment 30.  We note your disclosure of the total costs
of further developing each of your product can didates.  However, your net proceeds from
this offering, based upon your assumed public o ffering price, may be less than the cost of
your company to operate through March 31, 2013.  Please revise your discussion in this
section to disclose where in the proc ess of developing LIGHT, HOT, and COLD you
expect the application of net proceeds will take you.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. August 30, 2011 Page 3

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

Critical Accounting Policies
Stock-based Compensation, page 26
6. We may have additional comments on your  accounting for stock compensation and
related disclosure once you have disclosed an  estimated offering price.  At that time,
please provide quantitative and qualitative di sclosures explaining the difference between
the estimated offering price and the fair  value of each equity issuance.

Business
Business of Novelos, page 27
7. Please refer to your response to Comment 35.  You state on page 28 that an IND has been
sponsored for LIGHT by an investigator.  Pl ease expand your disclosure to identify the
name of the party who filed an IND for LIGHT, and when the IND was filed with the FDA.

Legacy Products, page 32

8. We note your disclosure on page 33 that you do not expect to conduct any further
development of NOV-002 and NOV-205.  Pleas e expand your discussion to indicate
whether the INDs related to these legacy products continue to be active.

Novelos Therapeutics, Inc.
Statements of Stockholders’ Equity, page F-5
9. The share and par amounts under the heading, Common Stock, appear to represent the
historical amounts of Cellectar , the acquirer for financial re porting purposes, not Novelos
Therapeutics (Pre-Acquisition), the legal acquirer. Please revise these two columns to retroactively restate the share amounts and par va lues to reflect the effect of the exchange
ratio in the merger.  In this regard, the sh are and par amounts should be those of Novelos
Therapeutics (Pre-Acquisition), consistent with amounts shown on page F-30. Also, revise the amount for the caption, “issu ance of common stock in a business
combination,” to show the shares issued to  former shareholders of Cellectar (i.e.
17,001,596 shares), consistent with your disclosu re on page F-7, and remove the caption
“issuance of common stock upon conversion of convertible notes,” as  this transaction
involved conversion of Cellectar  notes to its common stock pr ior to the reverse merger.
In addition, revise your calculati ons of earnings per share, disc losures in related footnotes
and MD&A and the pro forma condensed combin ed financial statements to conform to
these changes in your statements of stoc kholders’ equity.  Refer to ASC 805-40-45-2
through ASC 805-40-45-4.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. August 30, 2011 Page 4

 4. Acquisition, page F-12

Purchase Accounting
10. We acknowledge your response to prior commen t 46.  However, it is still unclear why
you would use the estimated fair value of th e Cellectar shares issued in the private
placement and convertible notes of $0.75, when the quoted market price of Novelos shares is a more reliable basis for measur ing fair value. Your reference to ASC 805-40-
55-8 illustrates this point. Fair  value of the consideration tr ansferred should be based on
the most reliable measure of fair value, whic h in this case appears to be quoted market
price.  Please tell us why you di d not use the quoted market pri
ce of Novelos in
calculating acquisition-date fair value and w hy you believe that the estimated fair value
of Cellectar is more reliable.

10. Stockholder’s Equity, pager F-16
Common Stock Warrants
11. We acknowledge your response to prior comm ent 51 and disclosure on page F-11, which
states that you valued your warrant liab ility using the Black-S choles option pricing
model.  This model does not appear to take into account the warrants’ down-round
protection.  It appears to us that this price adjustment f eature would add value to the
warrant.  Please explain to us why you used  the Black-Scholes option pricing model to
value your warrants, instead of a binomial or lattice pricing model, which appear to be
better suited to handle the pot ential changes to your wa rrant exercise price.

Novelos Therapeutics, Inc. (Pre-Acquisition)
Notes to Financial Statements
6. Stockholders’ Deficiency, page F-36
12. Please revise the exercise prices in the firs t table on page F-40 to reflect the 1-for-153
reverse split.

Notes to Unaudited Pro Forma Condensed Financial Statements
3. Pro Forma Adjustments, page F-65
13. Please explain your basis for not eliminating the entire preferred stock deemed dividend
in pro forma adjustment “e.” Also, explain how you considered the liquidated damages of
$819,000, which occurred in connecti on with the exchange of c onvertible preferred stock
for common stock, in your pro forma financial statements.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. August 30, 2011 Page 5

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Frank Wyman at (202) 551-3660 or Melissa Rocha at (202) 551-3854 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any other questions.

Sincerely,
   /s/ Jeffrey P. Riedler   Jeffrey P. Riedler
Assistant Director
 cc: Paul Bork, Esq.
Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210