SecProbe.io

October 1, 2013

Via E -mail
Eric Richman
Chief Executive Officer
PharmAthene, Inc.
One Park Place, Suite 450
Annapolis, MD 21401

Re: PharmAthene, Inc.
  Registration Statement on Form S-4
Filed  September 9, 2013
  File No.  333-191055

Dear Mr. Richman :

We have limited our review of your registration statement to those issues we have
addressed in our 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 .  Where 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 registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Risk Factors , page 35

1. We note your discussion on  pages  F-24 and F -62 that each of PharmAthene ’s and
Theraclone ’s  net operating loss carry forwards may be limited due to underlying
ownership of the respective company’s common stock. Please includ e a new risk factor
that addresses  the circumstances under which the completion of your proposed merger
could result in an “ownership change” for purposes of Section 382 of the Internal
Revenue Code for each of PharmA thene or Theraclone  and the impact on existing  U.S.
federal net operating loss carry forwards and other tax credit carry forwards.

Mr. Eric Richman
PharmAthene, Inc.
October 1, 2013
Page 2

 “All of PharmAthene’s immediately foreseeable future revenues are contingent upon grants and
contracts from the U.S.  government …,” page 46

2. We note your disclosure on page 47 that future funding levels for two of PharmAthene’s
key government customers, BARDA and DoD, are uncertain and may be subject to
budget cuts as the U.S.  Congress and the President look to reduce the nation’s budget
deficit.   At the same time, however , we note that the Pandemic and All -Hazards
Preparedn ess Reauthorization Act of 2013  authorized appropriations of $2.8 billion for
the period of f iscal years 2014 to 2018 , a substant ial portion of which funding is allocated
to BARDA. Please expand y our disclosure to state how the Pandemic and All -Hazards
Preparedn ess Reauthorization Act of 2013  relates to  BARDA funding and  future
revenues that may be received  by Phar mAthene from BARDA, as well as  the impact of
the sequestration on the federal appropriations provided to BARDA under  the
Reauthorizat ion Act.

Opinion of Leerink Sw ann, page  94

3. We note your description of the  analysis performed by  Leerink Swann  in rendering  its
fairness opinion , which included an estimate of future revenues that PharmAthene may
derive  from  its pending litigation with SIGA Technologies .  We further note that Leerink
assumed  that such future revenues will be equal to the damages awarded to PharmAthene
by the Delaware Chancery Court in its j udgment dated  May 31, 2012 .  Please expand
your description  to disclose :

 the dollar amount of estimated damages attributed to this pending liti gation  for
purpose s of Leerink ’s analysis  and its valuation  of PharmAthene ; and

 the methodology used to derive the estimate  of damages , including , if applicable,
the val ue attributed to the net profits from sales of  SIGA ’s ArestvyrTM

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

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

Mr. Eric Richman
PharmAthene, Inc.
October 1, 2013
Page 3

  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 fu ll responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those r equesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Matthew Jones  at (202) 551 -3786, Dan Greenspan at (202) 551 -3623, or
me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Jeffrey Baumel
 Dentons US LLP
 1221 Avenue of the Americas
 New York, New York 10020 -1089