SecProbe.io

January 24, 2013

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. 5 to Registration Statement on Form S -1
Filed January 14, 2013
  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 comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Amendment No. 5 to Registration Statement on Form S -1

General

1. Since you are a reporting company subject to th e requirements of the Securities Exchange
Act of 1934 , you should respond to comment  3 in this letter which applies  to the
disclosure included in your Form 10 -K or Form 10 -Q within ten business days by

Mr. Elliot Maza
Biozone  Pharmaceuticals, Inc.
January 24, 2013
Page 2

 providing the requested information or by advising us when you will provide the
requested response.

Executive Compensation, page 29

2. Please revise your Executive Compensation discussion to provide executive
compensation disclosure for the 2012 fiscal year.  For guidance, please refer to
Regulation S -K Compliance and Disclosure Interpretations, Question 117.05.

Note 2.   Business Desc ription and Going, page F -4

3. We note your response to prior comment 3.   Please revise this disclosure to reference the
fair value of the assets and liabilities, including the goodwill and intangibles, at the time
of the acquisition with BioZone Labs and no t the prior Aero Pharmaceuticals
transaction.   This allocation should be based on the consideration exchanged for 100% of
Biozone Labs and not the value of the consideration exchanged during the Aero
acquisition.   Please revise your filing accordingly.   Also, please revise Note 1 on page F -
20.

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 disclosures they have made.

Notwithstanding our comment , 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 effect ive, 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 requests 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

Mr. Elliot Maza
Biozone  Pharmaceuticals, Inc.
January 24, 2013
Page 3

 the Securities Act of 1933 and th e 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 effective date of the
regist ration 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