SecProbe.io

April 30, 2015

Via E -mail
Dr. Phillip Schwartz
Chief Executive Officer
Entera Bio Ltd.
Kiryat Hadassah
Minrav Building -Fifth Floor
Jerusalem 9112002
Israel

Re: Entera Bio Ltd.
Draft Registration Statement on Form F -1
Submitted April 3, 2015
  CIK No. 0001638097

Dear Dr. Schwartz:

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 circumstances 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 registra tion statement or filed registration statement, we may have additional
comments.

Market and Industry Data, page 2

1. We note your statement that you have not independently verified the material obtained
from publicly available information and independent industry publications and reports
included in your registration statement. As it is not appropriate to state or imply that you
do not have liability for any portion of your disclosure, please either remove that
statement or include a statement here express ly accepting liability for this material
regardless of your not having verified it.

Dr. Phillip Schwartz
Entera Bio Ltd.
April 30, 2015
Page 2

 Summary
Our Business, page 3

2. Please briefly state how, when and from whom you acq uired your proprieta ry large
molecule oral drug delivery technology .

3. In the chart on page 4 and the corresponding one on page 72, you include a row
concerning the “additional oral biologics” you ar e developing. Your disclosure indicates
that you have conducted initial feasibility studies with a number of non -PTH programs
but it is unclear which of them, if any, has advanced to a point where a clinical trial in
2016 is feasible. If one or more has do ne so, please revise your table to include specific
information about these programs, including the indication(s) they are intended to treat.
However, if you are unable to provide such information at this time, please remove this
row from both charts as th e programs are in too preliminary a stage to be included in a
chart intended to summarize your product pipeline.

Our Product Candidates, page 5

4. In your discussion of EB612 for hypoparathyroidism , please explain the significance of
an orphan drug designation, note that Natpara also has received this designation and state
that unless you demonstrate EB612’s clinical superiority over Natpara you will be unable
to obtain regulatory approval for it un til January 2022.

5. In your product pipeline chart, you state that you expect to initiate a Phase 2a trial for
your oral PTH product intended to treat non -union bone fractures in 2016. Please indicate
here and wherever else relevant in your disclosure if and when you intend to conduct a
Phase 1 trial for this product and, if not, the reason(s) you believe you can advance this
product directly from preclinical development to a Phase 2a trial.

Risk Factors
Risks Related to Our Intellectual Property
“If we  fail to establish, maintain and enforce intellectual property rights . . .,” page 37

6. Please amend this risk factor to describe the subject matter of your proprietary
technology, including technology related to your issued patents and pending patent
applications.

Management’s  Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Share -Based Compensation, page 64

7. We may have additional comments on your accounting for equity issuances including
stock compensation and  beneficial conversion features. Once you have an estimated
offering price, please provide us an analysis explaining the reasons for the differences

Dr. Phillip Schwartz
Entera Bio Ltd.
April 30, 2015
Page 3

 between recent valuations of your common stock leading up to the IPO and the estimated
offering price.

Financial Overview
Fair Value of Financial Liabilities Through Profit or Loss, page 65

8. Please describe the key assumptions that you used in determining t he value of your equity
at $72 million as of December 31, 2014 that in turn resulted in your recording a $19.4
million loss. Please include the discount rate you applied in your explanation.

Jobs Act Exemptions, page 70

9. Please revise your disclosure herein to be consistent with your disclosure on page 8 that
says you will not be able to avail yourselves of  the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards.

Business
Our Product Candidates, page 74

10. In the chart on page 74, you indicate that Oral PTH for non -union fractu res is in a Phase
1 stage of development. As it appears from your disclosure that you have not yet
commenced clinical trials for this product candidate, please change the status in this table
to preclinical , consistent with the table on page 4 .

11. In your discussion of the Phase 1a clinical tr ial for EB612, please explain the term
“Cmax.”

12. Please describe the “negligible safety issues” you have identified in your preclinical and
Phase I clinical development of EB612, including the number of enrollees in the Phase 1
trial who have experienced t hem.

13. Where you discuss EB613, please explain how this product candidate differs from Forteo
other than its being non -injectable. If there are no significant differences between the two
products other than how they are administered, please clarify this in  your disclosure.

Principal Shareholders, page 117

14. In the relevant footnotes to your beneficial ownership table, please indicate the
individual(s) who have voting and/or dispositive power over the shares held by Centillon
Fund and Europa International, Inc.

Dr. Phillip Schwartz
Entera Bio Ltd.
April 30, 2015
Page 4

 Other Comments

15. Please suppl ement ally provide us with copies of  all written communications, as defined
in Rule 405 und er the Securities Act, that you, or  anyone authori zed to do  so on  your
behalf, present to po tential investors  in reliance on Section 5(d) of the  Securities Act,
whether or not they retain copies of  the communications.

16. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus. If those are not the only graphics,  please
provide any additional graphics prior to their use for our review.

17. We note that your exhibits have yet to be submitted for our review. Please submit these
exhibits to us as soon as practicable after their completion. Please be advised that once
you file your registration statement publicly you must also file each exhibit as well, even
if you have already submitted them to us as part of your confidential submission.

You may contact Frank Wyman at (202) 551 -3660 or Sasha Parikh at (202) 551 -3627 if
you have questions regarding comments on the financial statements and relat ed matters.  Please
contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Ried ler

Jeffrey P. Riedler
Assistant Director

cc:  Richard D. Truesdell, Jr.
Sophia Hudson
Davis Polk & Wardwell LLP
450 Lexington Av enue
New York, NY 10017