SecProbe.io

January 8 , 2013

Via E -mail
Dr. Yuval Cohen
President
Morria Biopharmaceuticals PLC
53 Davies Street
London W1K 5JH
United Kingdom

Re: Morria  Biopharmaceuticals PLC
  Amendment No. 1 to Registration Statement on Form F-1
Filed  December 27, 2012
  File No.  333-185247

Dear D r. Cohen:

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 .  Where you do not believe our comments apply to your facts 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. 1 to Registration Statement on Form F -1

1. Please update your Compensation information to provide executive compensation
disclosure for the 2012 fiscal year.  Please refer to Item 4 of Form F -1 and Item 6 o f
Form 20 -F for guidance.

Exhibit 5.1

2. Please refer to your response to comment 2 regarding assumptions or qualifications that
appear to be neither necessary nor appropriate.  It appears that the revised legal opinion
continues to include assumptions conc erning facts that are readily ascertainable.  For
example, refer to the assumption relating to whether the resolutions of the board of
directors have not been amended or rescinded contained in section 2.4; and that no
members ’ or creditors ’ voluntary windi ng up resolution has been passed and no petition

Dr. Yuval Cohen
Morria Biopharmaceuticals PLC
January 8, 2013
Page 2

 has been presented and no order has been made for the administration, winding up or
dissolution of the Company and no receiver, administrative receiver, administrator or
similar officer has been appointed in  relation to the Company or any of its assets in
section 2.17.   We also note that there are assumptions, the purpose of which is unclear,
such as the assumption that no shares or securities in the Company are listed on any
recognized investment exchange in  the United Kingdom (as defined in section 285 of the
Financial Services and Markets Act 2000) , or the assumption stating that the Company’s
place of central management and control is not in the UK, the Channel Islands or the Isle
of Man for the purposes o f the City Code on Takeovers & Mergers .

Please have counsel revise its opinion to remove all assumptions or qualifications that are
inconsistent with the staff’s views contained in Section II.B.3 of Staff Legal Bulletin No.
19 (Oct. 14, 2011) or unneces sary to the substance of the opinion rendered.  To the extent
counsel wishes to retain the assumptions contained in the opinion, please provide us with
supplemental support justifying their inclusion.  Please also provide us with a blackline
version showin g the revisions made to the opinion.

3. In response to prior comment 3, you have assumed that the definition of non -assessable
in relation to the securities means that the holders will be under no obligation to
contribute to the liabilities of the company solely in their capacity as holders of such
securities.  Please expand the definition of non -assessable in the opinion to address
whether holders will have any obligation to make any payments or contributions to the
registrant or its creditors solely by re ason of the purchasers’ ownership of the securities.
For guidance, please refer to Section II.B.1.b. and c. of Staff Legal Bulletin No. 19.

4. Please refer to your response to comment 4.  As noted in Section II.B.3.d of Staff Legal
Bulletin No. 19, the sta ff does not accept any limitation on the reliance of the purchasers
of the securities in this offering.   The following statements are impermissible limitations
on reliance and should be removed from the legal opinion.

 “This Opinion is given solely to you for the purpose of the filing of a registration
statement on Form F -1.  It may not be used or relied upon for any other purpose or
by any other person.”
 “Our total (and where appropriate, aggregate) liability to the ad dressee in
accordance with the provision of this letter and the opinions contained herein is
limited to a maximum of £3,000,000.”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that th e 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.

Dr. Yuval Cohen
Morria Biopharmaceuticals PLC
January 8, 2013
Page 3

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should t he 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 delega ted 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
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the p roposed
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
registration statement.

You may contact  Rose Zukin  at (202) 551 -3239, Jennifer Riegel at (202) 551 -3575, or
me at (202) 551 -3710 with any questions.

Sincerely,

 /s/ Jennifer Riegel for

 Jeffrey P. Riedler
Assistant Director

cc:  Jeffrey P. Schultz, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
666 Third Avenue
New York, NY 10017