SecProbe.io

Mail Stop 4720

June 16 , 2016

Robert G. Kramer
President
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121

Re: Aptevo Therapeutics Inc.
  Amendment No. 1 to Registration Statement on Form 10
Filed May 31 , 2016
  File No. 001 -37746

Dear Mr. Kramer:

We have reviewed your amended filing and your May 31 , 2016 response to our comment
letter and have the following comments.

Please respond to these comments within ten business days by providing the requested
information or advise  us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.   Unless we note otherwise, our references to prior
comments are to comments in our May 12, 2016 letter .

Exhibit 99, Information Statement

Unaudited Pro Forma Combined Balance Sheet, page 72

1. Considering your response to our prior comment 18, please disclose how you will account
for the legal formation and capitalization of Aptevo and the contribution of the assets and
liabilities of Aptevo by Emergent and why you have not presented pro forma statements of
operations including  pro forma loss per share information.

Robert G. Kramer
Aptevo Therapeutics Inc.
June 16 , 2016
Page 2

 Business

Manufacturing
Sources of Availability of Raw Materials, page 86

2. Please expand your discussion of your agreements with CMC Biologics, Patheon UK
Limited and Rovi Contract Manufacturing, S.L. to identi fy the products that are dependent on
each of the supply agreements and to disclose the material terms of the agreements, including
but not limited to exclusivity provisions, obligations to pay milestones, term and termination
provisions and the nature of the triggering events.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of O perations
Research and Development E xpenses, pages 103 and 105

3. Please disclose the nature and amount of research and development expenses incurred for
your IXINITY product candidate after it was approved by the FDA in April 2015.

4. Please disclose the amount of decreases or increases that you attribute to “timing of
manufacturing activities” and disclose why these activities impact research and development
expenses.

Notes to Combined Financial Statements
1.  Nature of Business and Basis of Presentation, page F -7

5. Please refer to your response to our prior comment 18 that the formation of Aptevo as the
eventual standalone parent company will be effective upon completion of the spin -off from
Emergent and the newly -formed Aptevo entity does not yet hold any of the certain assets and
liabilities of the Emergent BioSolu tions Inc. biosciences business. As such, tell us:
 Why it is appropriate to label the financial statements as Aptevo Therapeutics Inc.;
 Why it is appropriate to refer to the historical results presented in the summary and
selected combined historical finan cial information/data and in MD&A elsewhere in the
filing as Aptevo;
 Why you do not include audited financial statements of Aptevo Therapeutics Inc, the
company that will serve as the registrant, in the filing; and
 What entities or businesses are being co mbined in the combined financial statements.

2.  Summary of significant accounting policies
Segment reporting, page F -13

6. Please refer to your response to our prior comment 19. Include the segment information
required by ASC 280 -10-50-40 through 50 -42 in  the notes to the audited financial statements.

Robert G. Kramer
Aptevo Therapeutics Inc.
June 16 , 2016
Page 3

 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 Exchange Act of
1934 and all appli cable Exchange 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.

You may contact Bonnie Baynes, Staff Accountant, at (202) 551 -4924 or James
Rosenberg, SACA, at (202) 551 -3679 if you have questions regarding comments on the financial
statements and related matters.  Please contact Josh Samples, Staff Attorney,  at (202) 551 -3199
or me a t (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Eric Burt
Emergent BioSolutions Inc.

Hal Leibowitz
Joseph Conahan
 Wilmer Cutler Pickering Hale and Dorr LLP