SecProbe.io

March 12 , 2015

Via E -mail
Jame s R. Sapirstein
Chief Executive Officer
ContraVir Pharmaceuticals, Inc .
399 Thornall Street, First Floor
Edison, New Jersey 08837

Re: ContraVir  Pharmaceuticals, Inc.
  Registration Statement on  Form S -3
Filed  March 9 , 2015
  File No.  333-202625

Dear Mr. Sapirstein :

We have limited our review of you r registration statement to the issue  we have addressed
in our comment .

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

General

1. We note that you have a pending co nfidential treatment request.  Please be advised that
we will not be in a position to accelerate the effectiveness of your registration statement
until we have completed processing your confidential treatment request.

We urge all persons who a re 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 effective, it does not foreclose the Commission from taking any action with respect
to the filing;

James R. Sapirstein
ContraVir Pharma ceuticals, Inc.
March 12 , 2015
Page 2

  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 responsibilit ies under
the Securities 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 effective date of the
registration statement.

Please contact Alla Berenshteyn  at (202) 551 -4325  or me at (202) 551 -3715  with any
other questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jeffrey J. Fessler, Esq.
 Stephen A. Cohen , Esq.
 Sichenzia Ross Friedman Ference LLP