SecProbe.io

December 10 , 2014

Via E -mail
Ron Babecoff
Chief Executive Officer
BiondVax Pharmaceuticals Ltd.
14 Einstein Street
Nes Ziona, Israel 74036

Re: BiondVax Pharmaceuticals Ltd.
Draft Registration Statement on Form F -1
Submitted November 13, 2014
  CIK No. 0001611747

Dear Dr. Babecoff :

We have reviewed your draft registration statement  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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

Form F -1

1. We note the following press releases which allude to a proposed publi c offering of your
securities:

 the press release labeled “Universal flu vaccine co BiondVax Pharmaceuticals mulls
NY IPO” published by BioSpace  and dated November 24, 2014  (see
http://www.biospace.com/news_story.aspx?StoryID=355871 ); and

 the press release labeled “Universal flu vaccine co BiondVax mulls NY IPO;
BiondVax is exploring two options - either a conventional offering or listing
American  Depositary Receipts” published by Israel ’s Business Arena and dated
November 23, 2014  (see http://www.globes.co.il/en/article -universal -flu-vaccine -
developer -biondvax -mulls -ny-ipo-1000988429 ).

Ron Babecoff
BiondVax Pharmaceuticals Ltd.
December 10 , 2014
Page 2

Please provide us with your legal analysis explaining  why these c ommunications are
permissible in light of the requirements of the Securities Act of 1933 regarding  pre-filing
communications. In addition , please a dvise us of any steps that you have taken to prevent
the further distribution or publication of similar communications going forw ard.  For
guidance, please refer to SEC Release No. 33 -8591.

About This Prospectus, page i

2. Please note that i t is not appropriate to directly or indirectly disclaim liability for
information in the registration statement.  Please remove the follow ing statements:

 “However, this information may prove to be inaccurate because of the method by
which some of the data for the estimates was obtained or because this information
cannot always be verified with complete certainty due to the limits on the ava ilability
and reliability of raw data, the voluntary nature of the data gathering process and
other limitations and uncertainties. As a result, the market and industry data and
forecasts included in this prospectus, and estimates and beliefs based on that data,
may not be reliable. ”

 “However, we have not independently ascertained the accuracy, completeness or
reliability of the underlying economic assumptions relied upon therein. ”

Prospectus Summary, page 1

3. We note on pages 1, 52, and 63 that you own or l icense four families of patents filed in a
large number of jurisdictions, the latest of which is expected to be in force until 2035.
We also note on page 83 that your patents are expected to expire between 2019 and 2031
and that p atents issued from applic ations that will be filed from the additional provisional
application would be due to expire in 2035 .  Please expand your disclosure on pages 1,
52, and 63 to clarify when your current material patents are expected to expire by
jurisdiction and that you ha ve not yet filed those patents that would be expected to expire
in 2035.

4. We note on pages 2 and 63 that the FDA reviewed and commented on your IND
submitted in June 2013.  Please expand your disclosure to include a summary of any
material communications from the FDA.

5. Please define “Drug Master File” the first time this term is used.

6. We note on page 2 that you experienced difficultie s in obtaining H5N1 avian flu vaccine.
Please expand your disclosure to discuss the reason that this difficulty prevente d you
from completing the IND application.  Additionally, please expand your disclosure to
explain when and how you acquired access to  the H5N1 av ian flu vaccine.

Ron Babecoff
BiondVax Pharmaceuticals Ltd.
December 10 , 2014
Page 3

7. We note on page 2 that you plan to seek to establish collaborations with large
multinational pharmaceutical companies and/or national health authorities to conduct
Phase 3 clinical trials of M -001.  We also note throughout your prospectus that you plan
to conduct Phase 3 clinical trials in the U.S. For example, on page 5 you state that you
plan to “conduct Phase 3 clinical trials” and “perform advanced trials (including Phase 3
clinical trials).”  Please revise your disclosure throughout your prospectus to clarify the
extent to which you int end to rely on a collaborator to conduct or aid in the completion of
certain Phase 3 clinical trials.

8. We note on page 4 that you expect your future sales not to be limited to the influenza
seasons.  Please expand your disclosure to discuss the potential s easonality for sales of
M-001 as a universal seasonal primer for the elderly or as a universal pandemic primer
indication.

9. We note that in several places in your prospectus in which you characterize the drug as
“safe” or “effective.”  For example, on page s 4 and 66, you refer to an “effective dose;”
on pages 5 and 67, you state that the trial results “show that M -001 was safe across all
treatment groups;” and on page 69 you state that preclinical trials have “demonstrated
that M -001 provides an effective f lue protection.”  Because regulatory approval of M -001
is dependent on the agency making a determination (according to criteria specified in law
and agency regulations) that a drug is safe and effective, it is premature for you to
describe M-001, or any of  the dosages administered, as safe  or effective .  Accordingly,
please delete this  wording throughout your prospectus, as applicable.

Risk Factors
We have only conducted Phase 1 and Phase 2 clinical trials , page 18

10. We note on page 18 that you state that  you have never submitted an IND application to
conduct a Phase 3 clinical trial in the U.S.  Please expand your disclosure to identify and
discuss your IND application submitted in June 2013.

International patent protection is particularly uncertain, pag e 29

11. We note that you have licensed or own patents that were granted in China ( see p. 83).
Accordingly, identify China as one of those foreign countries that may not protect your
intellectual property rights to the same extent as the United States.

Our U.S. shareholders may suffer adverse tax consequences, page 35

12. Please explain why you are unable to determine if you are a PFIC for any year.
Additionally, please briefly explain that U.S. shareholders may be required to file
additional forms with the IR S.

Ron Babecoff
BiondVax Pharmaceuticals Ltd.
December 10 , 2014
Page 4

 We are a “foreign private issuer” and have disclosure obligations that are different from those of
U.S. domestic reporting companies , page 36

13. The Israeli parliament recently adopted a rule that requires an Israeli public company that
is listed overs eas, such as in the United States, to disclose annually the compensation of
its top five executive officers on an individual basis regardless of whether the company is
listed in Israel.  Please revise this risk factor to reflect this new rule.  Further cla rify how,
despite this new rule, as a foreign private issuer, you will not be required to provide in
your Exchange Act reports “individual executive compensation information that is as
detailed as that required of U.S. domestic reporting companies.”

Use of Proceeds, page 44

14. We note that subject to FDA approval to commence Phase 3 clinical trials, you plan to
allocate approximately $2 million for the manufacturing of clinical grade Phase 3 vaccine
batches and commercial batches over a period of 3 years.  We also note on page 64 that
you may seek to finance Phase 3 clinical trials of M -001 for some indications with your
own resources, if sufficient.  Please clarify your plans to allocate any of the proceeds
from this offering to certain Phase 3 trials  by in dication, and state whether such allocation
is expected to be sufficient to complete the respective Phase 3 trial.

Capitalization, page 46

15. Please revise the presentation of this table to remove cash and cash equivalents, or
alternatively clearly indicate  that it is not a component of capitalization by adding an
underline or double underline under the amounts as well as a blank line.

Business , page 63

16. We note on page 64 that you intend to seek to establish collaborations with large
multinational pharmace utical companies and/or national health authorities to conduct
Phase 3 clinical trials of M -001.  Please expand your disclosure to discuss when you plan
to seek out a collaborator and your reliance on finding a collaborator for purposes of
developing M -001.

17. We note that you completed your BVX -005 Phase 2 trial in February 2012.  Please
expand your disclosure to discuss your operations and principal activities for the prior
two fiscal years ending in December 31, 2013 and the interim period.

Current Outlo ok, page 57

18. Please file the your OCS grants as exhibits pursuant to Item 601(b)(10) of Regulation
S-K.

Ron Babecoff
BiondVax Pharmaceuticals Ltd.
December 10 , 2014
Page 5

Universal Standalone Indication, page 67

19. We note your statement that “these rates in the general and elderly populations will
increase considerably, as doctors and patients become aware of the increased
effectiveness of [y]our product.”  Please revise this statement to consider the risks of
commercialization and competition, as well as expand on the risk that doctors may not
find your product sufficien tly effective, even if the FDA approves your product.

Other Product Candidates to be Developed, page 69

20. We note a rece nt press release from MonoSol RX  stating that  you have entered into a
partnership.  See http://www.monosolrx.com/content/media/releases/news_110712.htm .
Please revise your disclosure to clarify whether you have entered into any such
collaboration agreement with MonoSol RX. Additionally, if material, please expand your
disclosure to discuss t he material terms of this agreement, including whether the
agreement is exclusive, material payment obligations, the duration, and material
termination provisions.   Please also file the agreement as an exhibit.

Safety and Efficacy Preclinical Trials, page 69

21. Please expand your disclosure to clarify that the safety and efficacy of your product for
human patients cannot be determined based on preclinical trials.

Results of our Clinical Trials, page 71

22. We note on page 1 that for your Phase 1/2 clinical  trials you tested for both safety of M -
001 as your primary endpoint and immunogenicity of M -001 as your secondary endpoint.
We also note on page 71 and 72 that clinical trials BVX -002, BVX -003, and BVX -004
were  aimed at “assessing the safety and tolerabil ity of M -001.”  Please revise your
disclosure to clarify whether these clinical trials tested for immunogenicity or any other
primary or secondary endpoints.  Additionally, if your clinical trials tested for any
additional endpoints, please expand your dis closure to discuss the material results of your
studies.

BVX -005, page 72

23. Please include a description of the goals of the trial, the primary endpoints and any
secondary endpoints, and any additional results obtained.  Additionally, please expand
your d isclosure to discuss the significance of an increase in the proportions of interferon
gamma secreting cells and influenza antigens. Also, please define influenza antigens the
first time this term is used.

Ron Babecoff
BiondVax Pharmaceuticals Ltd.
December 10 , 2014
Page 6

 Future Phase 3 Clinical Trials, page 73

24. We note  that you may initiate Phase 3 trials for some or all of your indications.  Please
expand your disclosure to state how you plan to prioritize which Phase 3 trials you will
perform or the order that you will perform them.

Grant from the European Union, pag e 77

25. We note your statement on page 77  that you have entered into a framework agreement
which defines the Consortium rules of conduct as well as conditions under which you are
receiving €0.5 million .  Please expand your summary to disclose the material ru les and
conditions of the framework agreement.

Intellectual Property, page 83

26. We note that your patents are expected to expire between 2019 and 2031 .  Please expand
your disclosure to clarify when your patents are expected to expire in each of your
material jurisdictions.

27. We note that you have licensed two families of patents and also that you have licensed
three families of patents from Yeda.  Please revise your disclosure to clarify the number
of families of patents that you have licensed.

Management
Compensation, page 92

28. Disclose the total amount set aside or accrued by you to provide pension, retirement or
other similar benefits for your executive officers and directors during the most recently
completed fiscal year.  See Item 6.B.2. of F orm 20 -F.

Board Practices, page 97

29. Please expand your disclosure to provide the details of your directors’ service contracts
with the company that provide for benefits upon termination of employment or an
appropriate negative statement.

Shares Eligible for Future Sale
Rule 144, page 127

30. Please state the number of your ordinary shares that will be restricted securities under
Rule 144 upon completion of this offering.

Ron Babecoff
BiondVax Pharmaceuticals Ltd.
December 10 , 2014
Page 7

 Taxation
U.S. Federal Income Tax Consequences, page 130

31. Please d elete your disclaimer that  the tax “summary is for general purposes only and does
not constitute tax advice” as it improperly implies that an investor may not rely on the
U.S. tax information disclosed in the registration statement.

Where You Ca n Find More Information, page 145

32. We note your disclosure that you have filed Hebrew language periodic and immediate
reports with the TASE and the ISA, as required under the Israel Securities Law.  Further
disclose that, as an Exchange Act reporting foreign private issuer, you will be requ ired to
furnish to the SEC under Form 6 -K English translations or, in certain instances, English
summaries of your material home country documents. See Exchange Act Rule 12b -12(d).

Notes to Financial Statements

33. It appears that there are some inconsistenc ies regarding the numerical values indicated in
the footnotes as being “in thousands, except per share data”. For instance, on page F -38
in Note 14d you indicate that you entered into an agreement for the sale of up to
$7,000,000 of your ordinary shares. I n this regard, it would appear that the agreement
was for $7 billion. Please revise the notes to financial statements for consistency.

Note 14. Equity, page F -37

34. It appears that your series 3 and series 5 options have variable exercise terms. Please tel l
us your accounting basis for classifying these options as equity. Reference for us the
authoritative guidance you relied upon to support your accounting and classification.

Exhibit Index

35. Please file the amendment to the employment agreements between th e company and Mr.
Uri Ben Or  as an exhibit  pursuant to Item 601(b)(10) of Regulation S -K.

36. Please file the employment  agreement  between the company and each member of the
Scientific Advisory Team as an exhibit .

General

37. Please file all exhibits as soon as practicable. We may have further comments upon
examination of these exhibits.

Ron Babecoff
Biond