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May 5, 2020
W. Wilson Troutman
Principal Financial and Accounting Officer
Eton Pharmaceuticals, Inc.
21925 W. Field Parkway, Suite 235
Deer Park, IL 60010-7208
Re:Eton Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 5, 2020
File No. 001-38738
Dear Mr. Troutman:
            We have reviewed your filing 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 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 to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2019
Item 1. Business
Licensing Arrangements, page 6
1.You state that Aucta will receive a low double-digit royalty on net sales and Bausch is
required to pay you a royalty in the low-double digit percentage range on net sales.  Please
revise to disclose the royalty rate or a range that does not exceed a 10 point range.
Exhibits 31.1 and 31.2, page 87
2.We note that your Form 10-K contains management's internal control report on page 83 as
required by Item 308 of Regulation S-K.  Your Section 302 certifications should
include the introductory language in paragraph 4 referring to your internal control over
financial reporting as well as paragraph 4(b), which refers to the design of your internal
reporting.  Please note that you are no longer in the transition period that allows for this
omission.  Please file an amendment to your Form 10-K that includes updated Section 302

 FirstName LastNameW. Wilson Troutman
 Comapany NameEton Pharmaceuticals, Inc.
 May 5, 2020 Page 2
 FirstName LastName
W. Wilson Troutman
Eton Pharmaceuticals, Inc.
May 5, 2020
Page 2
certifications that comply with Item 601(b)(31)(i) of Regulation S-K.  You may provide
an abbreviated amendment that consists of a cover page, explanatory note, signature page
and paragraphs 1, 2, 4 and 5 of the certifications.  Please note that this comment also
applies to Form 10-Qs filed in 2019.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ibolya Ignat at (202) 551-3636 or Mary Mast at (202) 551- 3613
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences