SecProbe.io

Mail Stop 4720
March 30, 2010
 Eugene Seymour, M.D. Chief Executive Officer NanoViricides, Inc. 135 Wood Street, Suite 205 West Haven, Connecticut 06506
Re:  NanoViricides, Inc.
Form 10-K for Fiscal Year Ended June 30, 2009 Form 10-Q for the quarterly period ended December 31, 2009
Supplemental Response filed March 22, 2010 File No. 000-52318

Dear Dr. Seymour:
We have reviewed your filing and have the following comments.  Where the comments
request you to revise disclosure, the informati on you provide should show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not believe that revised disc losure is necessary, explain the
reason in your response.  After reviewing the information provided, we may raise additional
comments and/or request that you amend your filing.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comment or on any other aspect  of our review.  Feel free to call us at the
telephone numbers listed at th e end of this  letter.
 General

1. We note your response to our prior comment 1. However, your conclusion that none of
the referenced agreements is material a ppears to be at odds with your acknowledged
dependence on third party collaborators for scientific input and experimentation to
minimize your capital requirements.  Because  you have not provided sufficient details
about the various collaborations, it is difficult for us to assess your conclusion that none
of the agreements is material. Therefore, for each of the agreements referenced in prior comment 1, please provide us with an analysis , supported by a descript ion of the parties’
mutual obligations and the stat us of the activities undertaken by your collaborators, that
the agreement is not material. In your analys is, please make sure to address whether any

Eugene Seymour, M.D.
NanoViricides, Inc.
March 30, 2010
Page 2 of 3
 of these agreements requires any financial ob ligation of the collaborator(s) that could be
material to the Company.

2. Given that your development model is base d on collaborations with outside laboratories
and third party service providers, a more robus t description of these arrangements in your
document appears warranted. Please revise  the disclosure of your collaboration
agreements to include a descri ption of the parties’  mutual obligations, the status of the
development activities undertaken by your collaborators, potentia l payments under the
agreements, and any other material terms.  Notwithstanding whether you are required to
file these agreements exhibits  to your report under Item 601 of Regulation S-K, sufficient
disclosure of the principal rights and obliga tions of the parties unde r these contracts is
required.
3. In addition, we reissue the porti on of our prior comment 1 that asked that you to disclose
the material terms of your February 25, 2009 Ma terial Transfer Agreement, including the
other party to that agreement, and that you f ile a copy of the agreem ent as an exhibit to
the extent that it is material  to your company. In the altern ative, please pr ovide us with
your analysis why this agreement need not be filed.
 Requirement for Additional Capital, page 67

4. We note the revisions you have made to your disclosure here and in the risk factor
discussion on page 41 in response to our pr ior comment 2.  Howeve r, these disclosures
still do not appear to correspond.  On page  41, you state that you have sufficient
resources to fund your operations for the next eighteen months , but at the top of page 67
you state you have sufficient cash reserves to  achieve all of your budgeted plans for the
next twelve months.    Furthermore, on page 67 you indicate that your company will need an additional $10-$15 million to accomplish your business plan for th e next eighteen months, while on page 41
you indicate that you will need the same  $10-$15 million in the upcoming twenty-four
months in accordance with your business plans.

Please revise your disclosure in these two s ections to rectify th ese inconsistencies.

* * *

Please respond to these comments within 10 business days or tell us when you will
provide us with responses.  Please furnish a letter that keys your response to our comments and
provide the requested information.  Detailed letters greatly facilita te our review.  Please furnish
your letter on EDGAR under the form type label CORRESP.
  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 in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all

Eugene Seymour, M.D.
NanoViricides, Inc.
March 30, 2010
Page 3 of 3
 facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comment on your filing.
Please contact Michael Rosent hall at (202) 551-3674 or me  at (202) 551-3715 with any
questions.
Sincerely,
           J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r