SEC Company Response from SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478) (SLS) — May 20, 2009

SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478)
Date: May 20, 2009 · CIK: 0001390478 · Accession: 0000950135-09-004135

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File numbers found in text: 333-158968

Date

May 20, 2009

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: Nandini Acharya Re: RXi Pharmaceuticals Corporation Registration Statement on Form S-3 (File No. 333-158968)

Dear Ms. Acharya:

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 4:00 p.m. Eastern Time on Friday, May 22, 2008 or as soon as possible thereafter.

The Company hereby acknowledges

(i)

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

(ii)

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

(iii)

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

Please call Stephanie Miller or Marc Rubenstein of Ropes & Gray LLP, counsel to the Company, at (617) 951-7892 or (617) 951-7826, 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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filename1.htm

corresp

RXi
Pharmaceuticals Corporation

60 Prescott Street

Worcester, MA 01605

May 20, 2009

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Nandini Acharya

         Re:

    RXi Pharmaceuticals Corporation

Registration Statement on Form S-3 (File No. 333-158968)

Dear Ms. Acharya:

     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 4:00 p.m. Eastern Time on
Friday, May 22, 2008 or as soon as possible thereafter.

     The Company hereby acknowledges

    (i)

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

    (ii)

    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

    (iii)

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

     Please call Stephanie Miller or Marc Rubenstein of Ropes & Gray LLP, counsel to the Company,
at (617) 951-7892 or (617) 951-7826, 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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