SEC Company Response from SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478) (SLS) — Feb 13, 2008

SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478)
Date: Feb. 13, 2008 · CIK: 0001390478 · Accession: 0000950135-08-000865

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File numbers found in text: 333-147009

Date

February 13, 2008

Author

RXI PHARMACEUTICALS CORPORATION

Form

CORRESP

Company

SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478)

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Attention: Jeffrey Riedler and Jennifer Riegel Re: RXi Pharmaceuticals Corporation Registration Statement on Form S-1 (File No. 333-147009)

Dear Mr. Riedler and Ms. Riegel:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, RXi Pharmaceuticals Corporation (the “Company”) hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective by 2:00 p.m. Eastern Time on Thursday, February 14, 2008 or as soon as possible thereafter.

The Company hereby acknowledges

(i)

its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement;

(ii)

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing;

(iii)

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

(iv)

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

Please call Marc Rubenstein or Sara Pritchard of Ropes & Gray LLP, counsel to the Company, at (617) 951-7826 or (617) 951-7986, respectively, as soon as the Registration Statement has been declared effective.

Very truly yours,
RXI PHARMACEUTICALS CORPORATION

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CORRESP
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corresp

RXi Pharmaceuticals Corporation

60 Prescott Street

Worcester, MA 01605

VIA EDGAR

February 13, 2008

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jeffrey Riedler and Jennifer Riegel

    Re:

    RXi Pharmaceuticals Corporation

    Registration Statement on Form S-1 (File No. 333-147009)

Dear Mr. Riedler and Ms. Riegel:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, RXi Pharmaceuticals
Corporation (the “Company”) hereby requests that the effective date for the Registration Statement
referred to above be accelerated so that it will be declared effective by 2:00 p.m. Eastern Time on
Thursday, February 14, 2008 or as soon as possible thereafter.

     The Company hereby acknowledges

    (i)

    its responsibilities under the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, as they relate to the proposed public
offering of the securities specified in the above-referenced Registration Statement;

    (ii)

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the Registration Statement effective,
it does not foreclose the Commission from taking any action with respect to the filing;

    (iii)

    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

    (iv)

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

     Please call Marc Rubenstein or Sara Pritchard of Ropes & Gray LLP, counsel to the Company, at
(617) 951-7826 or (617) 951-7986, respectively, as soon as the Registration Statement has been
declared effective.

Very truly yours,

RXI PHARMACEUTICALS CORPORATION

    By:

    /s/ TOD WOOLF

    Name:   Tod Woolf, Ph.D.

    Title:     President and Chief Executive Officer

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