SecProbe.io

December  11, 2012

Via E -mail
Mr. Elliot Maza
Chief Executive Officer
Biozone Pharmaceuticals, Inc.
550 Sylvan Avenue
Suite 101
Englewood Cliffs, NJ 07632

Re: Biozone  Pharmaceuticals, Inc.
Amendment No. 4 to Registration Statement on Form S -1
Filed November 29 , 2012
  File No. 333-176951

Form 10 -K for the Fiscal Year Ended December 31, 2011
  Filed April 16, 2012
  File No. 333 -146182

Form 10 -Q for the Quarterly Period Ended September 30, 2012
  Filed  November 14 , 2012
  File No. 333-146182

Dear Mr. Maza :

We have reviewed your amended registration statement  and response letter and have the
following 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 .  If you do not believe our comments apply to your fa cts 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.

Amendment No. 4 to Registration Statement on Form S -1

General

1. Since you are a reporting company subject to the requirements of the Securities Exchange
Act of 1934, you should respond to all comments in this letter which apply to the

Mr. Elliot Maza
Biozone  Pharmaceuticals, Inc.
December  11, 2012
Page 2

 disclosure included in your Form 10 -K or Form 10 -Q within ten business days by
providing the requested information or by advising us when you will provide the
requested response.

Biozone Pharmaceuticals, Inc. Consolidated Balance Sheets, page F -2

2. We note your response to prior comment 6.  Given that you determined BioZone Labs
Group to be the accounting acquirer and that the Aero Pharmaceuticals, Inc. transaction
with Biozone Pharmaceuticals occurred before the reverse merger with BioZone Labs,
the financial statement of Biozone Pharmaceuticals Inc. should not make any reference to
the acquisition of Aero Pharmaceuticals or any previously recorded goodwill and
intangible assets from the Aero acquisition.  The acquisition between Biozone
Pharmaceutic als and BioZone Labs should have been recorded at the fair value of the
assets and liabilities and any goodwill and intangibles in the balance sheet should have
been recorded at the time of the acquisition with BioZone Labs and not the prior Aero
Pharmaceu ticals transaction.  Please revise your filing accordingly.

Business Description and Going Concern, page F -4

3. Previously you disclosed that you acquired 100% of the outstanding common stock of
BioZone Laboratories, Inc. on June 30, 201 1 and in your most  recent S -1, the date now
states that the acquisition occurred on September 30, 201 1.  Please confirm the date of
the acquisition and confirm that your financial statements reflect the acquisition as of that
date.

Note 7.  Convertible Notes Payable, page  F-9

4. We note your response to prior comment 8.  Please provide us a detailed analysis us and
disclose how you determined that the conversion features of the convertible notes are
indexed to your own stock and therefore, not considered a derivative instrum ent.  Cite
each literature you are using to conclude why you do not believe the conversion option
needs to be bifurcated.

Note 12 – Contingencies
Litigation, page F -13

5. We note your response to prior comment 11.   Please clarify for each pending litigatio n
discussed an estimate of the range of loss or clarify that such an estimate cannot be made.

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 disc losures they have made.

Mr. Elliot Maza
Biozone  Pharmaceuticals, Inc.
December  11, 2012
Page 3

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration 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 effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 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

 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 reque sts 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 requesting acceleration are aware of their respective responsibilities under
the Securitie s 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 effectiv e date of the
registration statement.

You may contact Dana Hartz at (202) 551 -3648 or Mary Mast at (202) 551 -3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Rose Zukin at (202) 551 -3239, Jennifer Riegel at (202) 551 -3575, or me at (202) 551 -
3710  with any other questions.

Sincerely,

 /s/ Jennifer Riegel for

 Jeffrey P. Riedler
Assistant Director

cc: Harvey J. Kesner, Esq.
61 Broadway, 32nd Floor
New York, NY 10006