SecProbe.io

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        Jeffrey P. Schultz | 212
        692 6732 | jpschultz@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

May 17, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Larry Spirgel, Assistant Director

    Re:
    Vringo, Inc.

    Registration Statement on Form S-4

    Filed April 6, 2012

    File No. 333-180609

Ladies and Gentleman:

On behalf of Vringo, Inc. (the “Company”
or “Vringo”), we hereby file with the Securities and Exchange Commission (the “Commission”)
Amendment No. 1 (the “Amendment”) to the Company’s Registration Statement on Form S-4 (File No. 333-180609),
initially filed with the Commission on April 6, 2012 (the “Registration Statement”). Set forth below are the
Company’s responses to the comments of the staff of the Commission’s Division of Corporation Finance (the “Staff”)
provided by letter (the “Comment Letter”) dated May 3, 2012 from Larry Spirgel, Assistant Director of the Division
of Corporation Finance. The responses are based upon information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
by the Company and are numbered to correspond to the comments set forth in the Comment Letter, which for convenience, we have incorporated
into the response letter. Where appropriate, the Company has responded to the Staff’s comments by making changes to the disclosure
in the Registration Statement set forth in the Amendment. Page numbers referred to in the responses below reference the applicable
pages of the Amendment.

General

 1. We note you have blanks throughout your proxy statement/prospectus.
Please fill in these blanks (you may bracket any information that may change).

Response: In response to the Staff’s
comment, the Company has filled in the blanks throughout the Amendment to the extent practicable. The remaining blanks will be
filled in prior to effectiveness of the Registration Statement and as soon as practicable following the Company’s determination
of (i) dates relating to the mailing of the proxy statement/ prospectus and the annual meeting and (ii) the identity of the Company’s
proxy solicitation firm.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| Washington | New York | Stamford | Los Angeles | San Diego | London | San Francisco

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 2

Market Price Data and Dividend Information, page 32

 2. We note your table on page 34 shows the ownership of the company after the completion of the Merger. Please add a column
that shows each owner’s total voting power with respect to the company’s capital stock.

Response: In response to the Staff’s
comment, the Company has added additional columns to represent the number of total voting power held by each owner with respect
to the Company’s capital stock and the percentage of the voting power of each class. Please refer to pages 40 and 182 of
the Amendment.

Vringo may not realize the potential value and benefits created
by the Merger, page 42

 3. We note your risk of losing certain sales and customers after the Merger in the third bullet point. Please clarify whether
this is a general risk or if there are specific material customers that you anticipate losing as a result of the merger.

Response: The risk of losing certain
sales and customers after the Merger is general and currently the Company is not aware of any specific material customer who would
terminate or is considering termination of its relationship with the Company as a result of the Merger. Therefore, and in response
to the Staff’s comment, the Company has revised the disclosure in the third bullet point on page 48 of the Amendment to clarify
that integrating the operations of Innovate/Protect’s business could include potential lost sales and customers if any customer
of Vringo decides not to do business with Vringo after the Merger. The Company also refers the Staff to the risk factor on page
44 of the Amendment which discusses the risk of potential adverse effects relating to the announcement and the pendency of the
Merger.

The combined company will require additional capital to support
its present business..., page 44

 4. We note you have sufficient funds for the combined company until the fourth quarter of 2012. Please specify the amount of
these funds and, further, specify the amount of funds you will need for 12 months after the fourth quarter of 2012 to meet your
liquidity requirements. Please also revise other appropriate places of your proxy statement/prospectus such the third risk factor
on page 46.

Response: As of March 31, 2012, the
cash and cash equivalent balance of Vringo and Innovate/Protect was $3.6 million and $4.0 million, respectively. Based on current
operating plans, additional resources that may be required for the continuation of Vringo’s operations approximates $0.9
million and $4.4 million, for the twelve month periods ending March 31, 2013 and March 31, 2014, respectively. Additional resources
that may be required for the continuation of the combined post-Merger operations approximate $4.3 million and $11.8 million, for
the twelve month periods ending March 31, 2013 and March 31, 2014, respectively. These estimates include a projected $0.7 million
cash outflow for merger and integration costs relating to the Innovate/Protect combination, specifically for legal, accounting
and exchange fees, as well as an expected increase in D&O insurance. Accordingly, the Company has revised the disclosure on
pages 50, 53, 142 (with respect to Vringo) and 161 (with respect to Innovate/Protect) of the Amendment.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 3

The combined company’s business and financial condition
could be constrained..., page 44

 5. We note that Hudson Bay may call $2 million of the note for payment at the Effective Date of the merger and that the loan
will be secured by all of the Company’s tangible and intangible property. Discuss the Company’s ability to make the
$2 million payment if called at that time and the risk that such property could be sold to satisfy this debt.

Response: If the Merger is consummated,
the amended and restated note will mature on June 22, 2013 and the right of redemption will be amended to provide that, from and
after the date upon which (i) Vringo and its subsidiaries has more than $15,000,000 in the aggregate of cash and cash equivalents,
Hudson Bay may require Vringo to redeem up to 50% of the outstanding principal amount of the note, (ii) Vringo and its subsidiaries
has more than $20,000,000 in the aggregate of cash and cash equivalents, Hudson Bay may require Vringo to redeem up to 100% of
the outstanding principal of the Note, (iii) Vringo and its subsidiaries receives proceeds in excess of $500,000 in the aggregate
from the issuance of any equity or indebtedness, Hudson Bay may require Vringo to redeem the outstanding principal under the note
in an amount equal to up to 20% of the proceeds of the issuance of any such equity or indebtedness. In addition, the amended and
restated note shall provide that in the event of a change of control, Hudson Bay may require Vringo to redeem all or any portion
of the note at a price equal to 125% of the amount redeemed. The Company has added disclosure on pages 5, 50-51, 154, 159-160 and
162 of the Amendment to describe the foregoing.

Material weaknesses may exist when the company reports on
the effectiveness of its internal control over financial reporting for purposes of its reporting requirements, page 45

 6. Clarify that the combined company will be required to provide management’s report on internal control over financial
reporting in its 2012 Form 10-K.

Response: In response to the Staff’s
comment, the Company has revised the risk factor on page 51 of the Amendment to state that the combined company will be required
to provide management’s report on internal control over financial reporting in its Annual Report on Form 10-K for the year
ended December 31, 2012.

The exercise of a substantial number of warrants or options
by Vringo’s security holders..., page 46

 7. You disclose that certain options will have accelerated vesting if certain market conditions are met. Please disclose these
conditions.

Response: In response to the Staff’s
comment, the Company has disclosed on page 53 of the Amendment that the vesting of certain outstanding options will accelerate
if Vringo common stock reaches certain price or market capitalization targets for 20 of 30 consecutive trading days, as follows:
(i) 50% acceleration if either the price of Vringo common stock is at least $5 or Vringo’s market capitalization is at least
$250,000,000; (ii) 75% acceleration if either the price of Vringo common stock is at least $10 or Vringo’s market capitalization
is $500,000,000 or more; and (iii) 100% acceleration if either the price of Vringo common stock is at least $20 or Vringo’s
market capitalization is at least $1,000,000,000.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 4

If Vringo is unable to enter into or maintain distribution
arrangements with major mobile carriers, page 49

 8. Please disclose the names of the major mobile carriers and your other partners.

Response: In response to the Staff’s
comment, the Company has disclosed on page 56 of the Amendment the identity of the major mobile carriers with whom Vringo has existing
distribution arrangements.

Vringo may not be able to continue
to maintain its application on all of the operating systems..., page 50

 9. Please disclose the percentage of your business that operates on the Windows Mobile, Blackberry, and Android operating systems.

Response:
In response to the Staff’s comment, the Company has disclosed on page 57 of the Amendment that the applications on each of
Windows Mobile, Blackberry, and Android operating system represent less than 5% of the total subscribers to the Company’s
video ringtone platform. In addition, the Company has emphasized that its FacetonesTM platform, which represents less
than 5% of the Company’s revenue for the three months ended March 31, 2012, is heavily reliant on Android operating system
users with over 96% of the Company’s FacetonesTM users utilizing the Android operating system.

Vringo’s FacetonesTM application depends
upon Vringo’s continued access to Facebook® photos, page 51

 10. Please disclose the percentage of your business based on FacetonesTM. File this agreement as an exhibit to the
registration statement.

Response: In response to the Staff’s
comment, the Company has disclosed on page 57 of the Amendment that FacetonesTM represented less than 5% of the Company’s
revenue for the three months ended March 31, 2012. The Company has added the agreement relating to FacetonesTM as an
exhibit to the Registration Statement by way of incorporation by reference from the Company’s Quarterly Report in Form 10-Q
filed on May 15, 2012.

Innovate/Protect has commenced legal proceedings against
owners of certain online search engines..., page 54

 11. We note you disclose that Innovate/Protect’s legal fees and other expenses will be material and negatively impact
its financial condition and results of operations. Please disclose your estimated fees for the short-term (the next 12 months)
and long-term (the subsequent 12 months). Revise other appropriate places of your proxy statement/prospectus.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 5

Response: Innovate/Protect estimates
its legal fees to be approximately $275,000 in April, $775,000 in May, $275,000 for each of June, July, August and September, and
$750,000 in October 2012. The elevated amount in May relates to fees associated with the preparation of the case, and the elevated
amount in October relates to fees estimated with the trial, which is scheduled for October. Therefore, the total amount budgeted
for legal fees for the April to October period is $2.9 million. Expenses thereafter are dependent on the outcome of the litigation,
and are therefore difficult to estimate. In the event that the case is appealed, legal fees over the course of the next 18 months
are estimated to be $100,000 per month. In addition, third-party expenses associated with the litigation are estimated to be approximately
$140,000 per month from April to October, or $980,000 for the April to October period. Therefore, the total amount budgeted for
legal fees and third-party expenses associated with the litigation are estimated to be $3.88 million. Accordingly, the Company
has revised the disclosure on pages 61 and 158 of the Amendment.

Background of the Merger, page
61

 12. We note you disclose the negotiations between Vringo and Innovate/Protect from pages 61 to 64. However, your disclosure
does not discuss or present the negotiations on price and consideration. Please revise your negotiation section to address your
negotiations with respect to price.

Response: In response to the Staff’s
comment, the Company has revised the “Background of the Merger — History of Events” section on pages 68 to 75
of the Amendment to address negotiations with respect to price and consideration.

 13. From the bottom of page 61, we note Mr. Gerber is the CEO of Hudson Bay Capital (the controlling shareholder of Innovate/Protect)
and is also a Vringo stockholder. With a view towards revised disclosure, please explain the extent of his holdings in, and prior
relationship with, Vringo. We note that he is not listed as a beneficial owner of Vringo, and it is not clear from your current
disclosure whether his stock ownership in Vringo provided him access to Mr. Engelman.

Response: Messrs. Gerber and Mr. Engelman
are acquaintances for several years based on their residence in the same community. Mr. Gerber originally became a Vringo stockholder
through his pension plan prior to Vringo’s initial public offering, at the suggestion of then Chief Executive Officer, Jonathan
Medved, with whom Mr. Gerber was acquainted socially. Mr. Gerber, through his pension plan, initially acquired 28,748 shares of
Vringo common stock and has not engaged in any personal transactions in Vringo common stock since then. Given the relatively nominal
size of his pension plan's ownership in Vringo stock, we do not believe that such ownership was instrumental in providing Mr. Gerber
with access to Mr. Engelman. These shares represent approximately 0.2% of Vringo’s outstanding common stock as of May 14,
2012, therefore, Mr. Gerber is not listed as a beneficial owner of Vringo. The Company has added disclosure on page 68 of the Amendment
with respect to the foregoing.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 6

 14. We note from the first full paragraph on page 62 that Vringo’s directors held a call and discussed a number of potential
merger scenarios. Please provide more detail on these scenarios and explain why the board authorized Mr. Perlman to negotiate with
Innovate/Protect. Also, disclose whether the board authorized Mr. Perlman to negotiate exclusively with Innovate/Protect.

Response: In addition to Innovate/Protect,
the Company considered five potential merger scenarios. The Vringo board of directors considered two of these potential scenarios
to be serious proposals. Both of these potential proposals were in relation to operating companies, one company primarily supplies
infrastructure to mobile operators and the other is a mobile content and mobile social network company. Under each of the scenario
alternatives, the Vringo