SecProbe.io

Mail Stop 4720

July 5 , 2016

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

Re: Aptevo Therapeutics Inc.
  Amendment No. 2  to Registration Statement on Form 10
Filed June 29 , 2016
  File No. 001 -37746

Dear Mr. Kramer:

We have reviewed your amended filing and your June 28 , 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 June 16 , 2016 letter .

Exhibit 99, Information Statement

Management’s Discussion and Analysis of Financial Condition and Results of Operations
IXINITY, page 109

1. Please refer to your response to our prior comment 3.   You indicate in the last sentence of the
second paragraph that, since April 2015, you have incurred approximately $9 million in
research and development expense related to IXINITY, primarily for clinical trial activities
and process development and qualification activities. Provide us an analysis under ASC 730 -
10 supporting your classification of these expenses incurred after FDA approval as research
and development expense. In addit ion, provide further disclosure explaining:
 how much related to clinical trial activities and why you incurred these expenses after
FDA approval; and

Robert G. Kramer
Aptevo Therapeutics Inc.
July 5 , 2016
Page 2

  how much related to process development and qualification activities and a more
robust description explai ning these activities. Distinguish between “manufacturing
process development” and “fill/finish process development and qualification”
activities, which are terms you use to describe increases/decreases on page 112.

Notes to Combined Financial Statements
1.  Nature of Business and Basis of Presentation, pages F -7 and F -27

2. Please refer to your response to our prior comment 5 and address the following:
 Disclose the number of authorized shares and the dollar amount capitalized of Aptevo
Therapeutics, Inc. , the company that will serve as the registrant; and
 Disclose, as you have in your response, the names of the legal entities and the assets,
liabilities and operations of certain businesses that are included in the combined financial
statements.

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 applicable Exchange Act rules require.  Since the compa ny 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
Rose nberg, 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 at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Joseph Conahan
 Wilmer Cutler Pickering Hale and Dorr LLP