SecProbe.io

November 25 , 2014

Via E -mail
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
131 Hartwell Avenue, Suite 105
Lexington, MA 02421

Re: Inotek Pharmaceuticals Corporation
Amendment No. 1 to Registration Statement on Form S -1
Filed November 21 , 2014
File No. 333 -199859

Dear Mr. Southwell :

We have reviewed your  amended  registration statement and have the following additional
comment s. In some of our comments, we may ask you to provide us with infor mation so we may
better understand your disclosure.

Please respond to this letter by providing the requested infor mation and amending your
registration statement.  If you do  not believe our  comment s apply  to your facts and
circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing the infor mation you provide  in response to these  comments, we may
have additio nal co mments.

Capitalization, Page 62

1. Please expand your pro forma disclosures throughout the filing to explain why assuming
that the Series AA redeemable convertible preferred stock will be converted into common
stock is factually supportable.   Your disclosure on F -20 indicates that automatic
conversion occurs only if the price per share in a firmly underwritten public offering is
not less than $7.65. Refer to rule 11 -02(b)(6) of Regulation S -X.

Notes to Consolidated Financial Statements
7. Equity
2014 Stock Option a nd Incentive Plan, page F -24

2. Please refer to comment 2.   It is unclear how you have sufficiently addressed the reasons
for the differences between recent valuations of your common stock leading up to the
IPO and the estimated offering price considering th e significant increase in the fair value

David P. Southwell
Inotek Pharmaceuticals Corporation
November 25 , 2014
Page 2

 from the August 28, 2014 issuance to the midpoint of your price range.   Please revise
your analysis to address the following items:
 Quantify the impact of the fair value increase attributed to the top line results
received in October 2014 from the Phase 2 trial in which patients received
trabodenoson eye drops co -administered with latanoprost eye drops;
 Quantify the discount for lack of marketability and tell us how you determined
that it was appropriate; and
 Tell us  how you determined that the probabilities of the three possible future
scenarios for the Company were appropriate given the DRS was filed August 29,
2014 and the equity capital markets have been highly receptive to early -stage
biotechnology life sciences companies in 2014 as noted in your response.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to  be ce rtain that the filing includ es the information the Secu rities Act of 1933 and
all applicable  Securities Act rules  require.  Since the co mpany and its manag ement are in
possession of all facts r elating to a co mpany’s disclosure, they are responsi ble for the acc uracy
and adequacy  of the disclos ures they have made.

Notwithstanding our comment s, in the event you request acceleration of the effective date
of the pending registration s tatement please pr ovide a writt en state ment from  the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Com mission from  taking any action
with respect to the  filing;

 the action of the Com mission or the staff,  acting pursuant to delegated authority, in
declaring the filing effecti ve, does  not relieve the co mpany fro m its full
responsibility for the adequacy  and accuracy of the discl osure in the filing; and

 the co mpany may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initia ted by the Commission or any person under the
federal securiti es laws of the United Stat es.

Please refer to Rules 460  and 461 re garding requests for acceleration.  We will consider a
written reque st for acceleration of the effective date of the registration state ment as confir mation
of the fact that those requesting ac celeration are aware of t heir respective responsibilities und er
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public  offering of the secur ities specified in the above registration state ment.  Please all ow
adequate ti me for us to review any a mendment prior to the requested effecti ve date of the
registration state ment.

You may contact Scott Wuenschell at (202) 551 -3705 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters. Please

David P. Southwell
Inotek Pharmaceuticals Corporation
November 25 , 2014
Page 3

 contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or me at (202)
551-3715 with any other questions.

Sincerely,

/s/ Bryan J. Pitko for

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Mitchell S. Bloom, Esq.
Goodwin Procter LLP