SecProbe.io

CORRESP
1
filename1.htm

      Paul
        Bork

      Boston
        Office

      617-832-1113

      pbork@foleyhoag.com

    Via
      EDGAR

    June
      16,
      2008

    Mr.
      Jeffrey Riedler

    Assistant
      Director

    Division
      of Corporation Finance - Mail Stop 6010

    United
      States Securities and Exchange Commission

    Washington,
      D.C. 20549

            Re:

              Novelos
                Therapeutics, Inc.

    Registration
      Statement on Form S-1

    Filed
      June 3, 2008

    File
      Number 333-151396

    Dear
      Mr.
      Riedler:

    Set
      forth below are our responses, on
      behalf of Novelos Therapeutics, Inc. (the “Company”), to
      the comments contained in the letter of the staff (the “Staff”)
      of the Division of Corporation Finance of the Securities and Exchange Commission
      dated June
      12,
      2008
      to Mr. Harry
      Palmin,
      Chief Executive Officer of the Company (the “Comment
      Letter”),
      with respect to the above-referenced filing. For
      your
      convenience, we have repeated the Staff’s comment below in bold face type.
Except
      as otherwise indicated, all statements contained herein concerning factual
      matters relating to the Company are based on information provided to us by
      the
      Company.

              1.

              We
                note that you are incorporating by reference to your 2007 Form 10-K
                in
                lieu of providing the required financial statements and related disclosure
                in the text of the Form S-1. However, it is unclear whether you meet
                the
                requirements of Section VII of the Instructions to the Form S-1,
                which
                requires, among other things, that a registrant is not and has not
                been
                during the last three years a “registrant for an offering of penny stock.”
                More specifically, we note that the last reported sale price of your
                common stock on June 2, 2008 was $.60 per share. We also note that
                you
                registered a secondary offering of up to $12 million of common stock
                on
                Form SB-2 (File No. 333-143263), which was declared effective in
                September
                2007. It appears the sale price of your common stock on the date
                prior to
                your filing of pre-effective amendment number 3 to the Form SB-2
                was $.74
                per share. Please provide us with a detailed analysis as to why you
                believe you are eligible to incorporate by reference the items required
                by
                Form S-1. In the alternative, please amend your filing to include
                in the
                Form S-1, all of the required items, including your audited financial
                statements and related
                disclosure.

      Seaport
        World Trade Center West / 155 Seaport Blvd. / Boston, MA 02210-2600 / TEL:
        617.832.1000 / FAX: 617.832.7000

                Foley
                  Hoag LLP

                BOSTON

                WASHINGTON,
                  DC

                www.foleyhoag.com

    The
      Company believes that it meets the requirements of Section VII of the
      Instructions to Form S-1 to incorporate by reference because:

            ·

              The
                Company is subject to the requirement to file reports pursuant to
                Section
                15(d) of the Securities Exchange Act of 1934 (the “Exchange
                Act”).

            ·

              The
                Company has filed all reports and other materials required to be
                filed by
                Section 15(d) of the Exchange Act during the preceding
                year.

            ·

              The
                Company has filed an annual report on Form 10-KSB required under
                Section
                15(d) of the Exchange Act for its fiscal year ended December 31,
                2007.

            ·

              The
                Company is not and during the past three years neither the registrant
                nor
                any of its predecessors was:

            ·

              a
                blank check company as defined in Rule
                419(a)(2);

            ·

              a
                shell company, other than a business combination related shell company,
                each as defined in Rule 405; or

            ·

              A
                registrant for an offering of penny stock as defined in Rule 3a51-1
                of the
                Exchange Act (see below).

            ·

              The
                Company is not registering an offering that effectuates a business
                combination transaction defined in Rule
                165(f)(1).

            ·

              The
                Company makes its periodic and current reports filed pursuant to
                Section
                15(d) of the Exchange Act that are incorporated by reference pursuant
                to
                Item 11A or Item 12 of the Form S-1 readily available and accessible
                on a
                Web site maintained by or for the Company and containing information
                about
                the Company.

    More
      specifically, the Company does not believe that it is or has been during the
      last three years a registrant for an offering of penny stock. Rule 3a51-1(g)
      of
      the Exchange Act states that “the term ‘penny stock’ shall mean any equity
      security other than a security whose issuer has net tangible assets in excess
      of
      $2,000,000, if the issuer has been in continuous operation for at least three
      years, or $5,000,000 if the issuer has been in continuous operation for less
      than three years.” Rule 3a51-1(g)(3) further provides that the determination of
      net tangible assets must be demonstrated by financial statements dated less
      than
      15 months prior to the date of the transaction that the broker or dealer has
      reviewed and has a reasonable basis for believing are accurate in relation
      to
      the date of the transaction. Finally, Rule 3a51-1(g)(3)(i) provides that for
      an
      issuer (other than a foreign private issuer) such financials statements are
      the
      most recent audited financial statements.

        -2-

    The
      Company has been in continuous operation since 1996, however the Company did
      not
      become a registrant until May 2005 when it was acquired by its predecessor
      Common Horizons, Inc. Based on the Company’s audited financial statements
      included in its Form 10-KSB, the Company had net tangible assets of $4,048,270
      at December 31, 2007. At the time the Company filed this registration statement
      on Form S-1 the Company believed that it had net tangible assets in excess
      of
      $2,000,000 based on its unaudited financial statements for the quarter ended
      March 31, 2008 included in its Form 10-Q filed on May 14, 2008 as adjusted
      to
      give effect to the net proceeds of a financing the Company completed on April
      11, 2008 as described in the Company’s Form 8-K filed on April 14, 2008. The
      Company had net tangible assets of negative $3,366,918 on March 31, 2008 and
      adjusted net tangible assets of $2,108,082 after giving effect to the financing.

    Further,
      at the time the Company filed its registration statement on Form SB-2 (File
      No.
      333-143263) to register a secondary offering of up to 12 million shares of
      common stock, which was declared effective in September 2007, the Company
      reasonably believed it had net tangible assets in excess of $5,000,000 based
      on
      the audited financial statements for the fiscal year ended December 31, 2006
      which reported tangible net assets of $10,609,934 and its unaudited financial
      statements for the period ended June 30, 2007 which reported tangible net assets
      of $17,627,492.

    In
      addition, at the time the Company filed its registration statement on Form
      SB-2
      (File No. 333-133043) to register a secondary offering of up to 22,457,555
      shares of common stock, which was declared effective in April 2006, the Company
      reasonably believed it had net tangible assets in excess of $5,000,000 based
      on
      the audited financial statements for the fiscal year ended December 31, 2005
      included in its Form 10-KSB filed on March 27, 2006 as adjusted to give effect
      to the net proceeds of a financing the Company completed on March 7, 2006 as
      described in the Company’s Form 8-K filed on March 8, 2006. The Company had net
      tangible assets of $4,721,543 on December 31, 2005 and adjusted net tangible
      assets of $18,568,543 after giving effect to the financing.

    Finally,
      at the time the Company filed its registration statement on Form SB-2 (File
      No.
      333-129744) to register a secondary offering of up to 14,831,798 shares of
      common stock, which was declared effective in December 2005, the Company
      reasonably believed it had net tangible assets in excess of $5,000,000 based
      on
      the unaudited financial statements for the period ended September 30, 2005
      included in its Form 10-QSB filed on November 8, 2005 as adjusted to give effect
      to the net proceeds of a financing the Company completed on October 3, 2005
      as
      described in the Company’s Form 8-K filed on November 3, 2005. The Company had
      net tangible assets of $4,993,844 on September 30, 2005 and adjusted net
      tangible assets of $5,177,844 after giving effect to the financing.

    Based
      on
      the above, the Company does not believe it is or has been a registrant for
      an
      offering of penny stock during the past three years and therefore is permitted
      to incorporate by reference pursuant to Section VII of the Instructions to
      Form
      S-1.

        -3-

    Should
      the Staff have any additional comments or questions, please direct such to
      me at
(617)
      832-1113 or in my absence to Amanda Vendig at (617)-832-3091.

            Very
              truly
              yours,

            /s/ Paul Bork

              Paul
              Bork

            cc:

              Mr.
                Harry Palmin

    Ms.
      Song
      Brandon

        -4-