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 August 19, 2025

 VIA EDGAR CORRESPONDENCE

 Securities and Exchange Commission
Division of Corporation Finance Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549

 Attention: J. Conlon Danberg

 Re: Monogram Technologies Inc.

 Ladies and Gentlemen:

 On behalf of our client, Monogram Technologies
Inc., a Delaware corporation (the " Company "), we are writing to respond to the verbal comment from J. Conlon Danberg
of the staff of the Securities and Exchange Commission (the " Staff ") on August 15, 2025 (the " Verbal
Comment ") relating to the Company's Preliminary Proxy Statement on Schedule 14A, filed with the Securities and Exchange
Commission on August 11, 2025 (File No. 001-41707) (the " Preliminary Proxy Statement ").

 To assist your review, set forth below in bold
is the comment of the Staff stated in the Verbal Comment and further below is the response of the Company with respect thereto. Capitalized
terms used but not defined herein have the meanings ascribed to such terms in the Preliminary Proxy Statement.

 1. Please provide us with your detailed legal analysis as to whether the contingent value rights are securities, the offer and
sale of which should be registered under the Securities Act of 1933. In preparing your response, please consider prior staff no-action
letters on this topic, such as Minnesota Mining and Manufacturing Co., SEC No-Action Letter (Oct. 13, 1998).

 Duane
 Morris llp

 22
 Vanderbilt, 335 Madison Avenue, 23 rd Floor NEW YORK, NY 10017-4669
 PHONE:
+1 212 692 1000
 FAX:
+1 212 692 1020

 Attention: J. Conlon Danberg
August 19, 2025
Page 2

 Response to Comment

 The Company respectfully advises the Staff that
(i) the contractual contingent value rights (the " CVRs ") as described in the Preliminary Proxy Statement are not
"securities" under the Securities Act of 1933, as amended (the " Securities Act "), (ii) registration
of the offer and sale of the CVRs under the Securities Act is not required and (iii) treating the CVRs as securities would be inconsistent
with the position consistently taken by the Staff in no-action letters whereby the Staff has not recommended enforcement action in connection
with the issuance, without registration, of contingent deferred payment rights bearing the same essential characteristics as the CVRs.
We believe that the CVRs described in the Preliminary Proxy Statement represent contractual rights to receive a specified payment upon
the achievement of certain specified milestones as further described below.

 Staff No-Action Letter Precedents

 The Staff has consistently taken the position that
it would not recommend enforcement action if, in connection with a proposed merger or tender offer, contingent deferred payment rights,
having the same essential characteristics as the CVRs included in the Company's proposed merger, were not registered under the Securities
Act. In the Minnesota Mining and Manufacturing Co. SEC No-Action Letter (Oct. 13, 1988) and other no-action letters, the Staff has
consistently granted no-action relief in connection with contractual contingent payment rights in a proposed tender offer or merger if
the following factors (which are applicable to the CVRs in this transaction) apply:

 (1) the rights are an integral part of the consideration to be received in the merger or tender offer;

 (2) the rights do not represent any ownership or equity interest and do not carry voting or dividend rights;

 (3) the rights do not bear a stated rate of interest;

 (4) the rights are generally nontransferable, with limited exceptions; and

 (5) the rights will not be evidenced by any form of certificate or instrument. 1

 1 See, e.g., Minnesota Mining and Mfg. Co. (avail. Oct.
13, 1988); Marriott Residence Inn Ltd. P'ship II (avail. May 8, 2002); Marriott Residence Inn Ltd. P'ship (avail.
Feb. 20, 2002); Quanex Corp. (avail. July 28, 1989); Genentech Clinical Partners (avail. Apr. 18, 1989); GID/TL, Inc.
(avail. Mar. 21, 1989); First Boston, Inc. (avail. Dec. 2, 1988); Essex Commc'n Corp. (avail. June 28, 1988); Slater
Dev. Corp. (avail. Apr. 7, 1988); Lorimar, Inc. (avail. Nov. 4, 1985); and Star Supermarkets, Inc. (avail. Dec. 22, 1982).

 Attention: J. Conlon Danberg
August 19, 2025
Page 3

 In addition to the
foregoing factors, in other no-action letters the Staff has noted as a factor when granting such no-action relief that the CVRs will be
granted pro-rata 2 and transfers by will or intestacy are permitted. 3
Furthermore, the Staff has sometimes sought confirmation that any amount ultimately paid to the selling stockholders pursuant to a CVR
will not depend on the operating results of a surviving company or any constituent company to an applicable merger. 4
When the Staff has considered whether any contingent payments will depend on a company's operating results, it has applied this
requirement narrowly to find, for example, that milestones related to revenues generated by particular products do not depend on the overall
operating results of the applicable company and has granted no-action relief. 5

 Recent Transactions

 The criteria established in the no-action letters
noted above are well-established and have been relied on in numerous transactions involving contractual contingent payment rights that
were not registered under the Securities Act, including but not limited to the following recent transactions:

 · Novartis AG's 2025 acquisition of Regulus Therapeutics Inc., in which
Novartis agreed to pay Regulus shareholders $7.00 per share in cash plus one contingent value right representing the right to receive
$7.00 in cash, upon the first achievement of FDA approval of a product to treat a certain condition.

 · Bristol-Myers Squibb's 2024 acquisition of Mirati Therapeutics, Inc.,
in which Bristol-Myers Squibb agreed to pay Mirati shareholders $58.00 per share in cash plus one contingent value right, which represented
representing the right to receive $12.00 in cash, upon (i) the submission of a New Drug Application to the FDA for the approval of
a new drug and (ii) the FDA's confirmation of acceptance of the filing of such New Drug Application.

 · AstraZeneca's 2024 acquisition of Icosavax, Inc., in which AstraZeneca
agreed to pay Icosavax shareholders $15.00 per share in cash plus one contingent value right representing the right to receive up to $5.00
in cash, upon (i) FDA approval of a product for use in the prevention of certain diseases, or (ii) the first achievement of
$200,000,000 of cumulative net sales of all products in the aggregate in the European Union, the United Kingdom and Canada during a specified
time period.

 · Domtar Corporation's 2023 acquisition of Resolute Forest Products Inc., in which Domtar agreed to pay Resolute Forest shareholders $20.50
per share plus one contingent value right per share, entitling the holder to a share of certain future refunds on deposits in respect
of estimated softwood lumber duties.

 · Eli Lilly's 2021 acquisition of Prevail Therapeutics Inc., in which Eli Lilly agreed to pay Prevail shareholders $22.50 per share plus
one contingent value right representing the right to receive up to $4.00 in cash, upon the receipt of regulatory approval of certain products
in specified jurisdictions.

 · Alexion Pharmaceuticals, Inc.'s 2019 acquisition of Achillion
Pharmaceuticals, Inc., in which Alexion Pharmaceuticals, Inc. agreed to pay, for each share of Achillion Pharmaceuticals, Inc.,
$6.30 in cash and one non-transferable CVR, which represented the right to receive two payments of $1.00 in cash payable upon the achievement
of certain milestones related to the trial and approval of a new drug.

 2
See, e.g., Marriott Residence Inn Ltd. P'ship II (avail. May 8, 2002) and Marriott Residence Inn Ltd. P'ship (avail. Feb.
20, 2002).

 3
See, e.g., Marriott Residence Inn Ltd. P'ship II (avail. May 8, 2002); Marriott Residence Inn Ltd. P'ship (avail. Feb.
20, 2002); Quanex Corp. (avail. July 28, 1989); GID/TL, Inc. (avail. Mar. 21, 1989); and Star Supermarkets, Inc. (avail.
Dec. 22, 1982).

 4
See Genentech Clinical Partners (avail. Apr. 18, 1989) and Northwestern Mutual Life Insurance Co. (avail. Mar. 3, 1983); but see
Minnesota Mining and Mfg. Co. (avail. Oct. 13, 1988).

 5
See Genentech Clinical Partners (avail. Apr. 18, 1989); GID/TL, Inc. (avail. Mar. 21, 1989); and Essex Commc'n Corp.
(avail. June 28, 1988).

 Attention: J. Conlon Danberg
August 19, 2025
Page 4

 · Gurnet Point Capital's November 2018 acquisition of Corium International, Inc.,
in which Gurnet Point agreed to pay Corium shareholders $12.50 per share in cash plus one contingent value right per share, which represented
the contractual right to receive a cash payment of $0.50 per share based on whether Corium's lead product candidate obtained FDA
approval prior to March 31, 2020.

 · Mallinckrodt plc's 2017 acquisition of Ocera Therapeutics, Inc.,
in which Mallinckrodt agreed to pay Ocera stockholders cash consideration, plus a contingent value right representing the right
to receive cash payments upon the achievement of certain specified milestones, such as enrollment of patients in clinical trials and the
achievement of certain revenue levels relating to a product.

 · Allergan plc and Sapphire Acquisition Corp's 2016 tender offer for
all of the outstanding shares of Tobira Therapeutics, Inc., in which the purchasing parties agreed to pay $28.35 in cash for each
share of Tobira, plus a nontransferable CVR payable upon certain milestones related to the trial, approval and launch of a new, experimental
drug.

 · Shire Pharmaceuticals International's 2016 acquisition of Dyax Corp.,
in which Shire Pharmaceuticals International agreed to pay, for each share of Dyax Corp., $37.30 in cash and one non-transferable CVR,
which represented the right to receive a payment of $4.00 in cash upon certain drug licensing approval milestones.

 · BioMarin Falcons B.V. and BioMarin Giants B.V.'s 2015 acquisition of
Prosensa Holding N.V., in which BioMarin Falcons B.V. and BioMarin Giants B.V. agreed to pay, for each issued and outstanding ordinary
share of Prosensa Holding N.V., $17.75 in cash, plus a nontransferable CVR, which represented the contractual right to receive cash payments
upon the achievement of certain product approval milestones.

 · Daiichi Sankyo Company, Ltd's 2014 tender offer for all of the outstanding
shares of Ambit Biosciences Corporation, in which Daiichi Sankyo agreed to pay, for each share of Ambit Biosciences, $15 in cash plus
a nontransferable CVR to receive cash payments upon the achievement of certain commercialization milestones related to the launch in the
United States of products approved to treat certain conditions.

 The Contingent Value Rights in the Merger

 As described below, each of the five factors relied
on by the Staff in the relevant no-action letters are applicable to the CVRs in this transaction. The Company and Zimmer Biomet Holdings, Inc.
(" Zimmer Biomet "), the ultimate purchaser of the Company in the merger, structured the CVRs to comply with the Staff's
criteria. Each CVR received by a holder of Company common stock in this transaction will represent a non-tradeable contractual contingent
right to receive a cash payment of up to an aggregate of $12.37 per CVR, contingent upon the achievement of certain milestones as described
below, in each case subject to any required tax withholding and without interest, in accordance with the terms of the Contingent Value
Rights Agreement (the " CVR Agreement ").

 Attention: J. Conlon Danberg
August 19, 2025
Page 5

 As described in the Preliminary Proxy Statement,
each CVR represents the right to receive, subject to the achievement of certain milestone payment triggers, a cash payment of $1.04 per
CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to $3.41 per
CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone. The applicable milestone payment trigger conditions
are as follows:

 Milestone
 Milestone Trigger
 Milestone
 Payment
 Milestone
 Expiration

 First Milestone
 Completion of a proof-of-concept demonstration of its robotic system for unicompartmental (partial) knee arthroplasty, which shall be made available to Zimmer Biomet's designated executives; provided, however, that such demonstration shall be made available during the period beginning on January 1, 2026 and ending on the later of (a) January 31, 2026 or (b) 30 days after the closing date of the Merger.
 $1.04 per CVR
 Later of (a) January 31, 2026 and (b) 30 days after the Closing Date

 Second Milestone
 The grant by the FDA of 510(k) clearance of the Company's fully autonomous robotic system for use with Parent Implants (as defined in the CVR Agreement), as evidenced by receipt of a formal clearance letter from FDA indicating that the system has been found to be "substantially equivalent" to a predicate device and that the Company may proceed with marketing of the system in the U.S.
 $1.08 per CVR
 December 31, 2027

 Third Milestone
 The achievement of Gross Revenue (as defined in the CVR Agreement) between January 1, 2028 and December 31, 2028 that is at least equal to $156,000,000.
 $3.41 per CVR
 December 31, 2028

 Fourth Milestone
 The achievement of Gross Revenue between January 1, 2029 and December 31, 2029 that is at least equal to $381,000,000.
 $3.41 per CVR
 December 31, 2029

 Fifth Milestone
 The achievement of Gross Revenue between January 1, 2030 and December 31, 2030 that is at least equal to $609,000,000.
 $3.43 per CVR
 December 31, 2030

 Attention: J. Conlon Danberg
August 19, 2025
Page 6

 As described below, the CVRs to be issued in the
merger have each of the required characteristics the Staff has identified in the cited no-action letters and that we believe were present
in the recent transactions listed above:

 · The CVRs are an integral part of the consideration to be received by the
holders of the Company's common stock in the Merger and will be granted pro rata.

 · The CVRs will not represent any equity or ownership interest in the Company,
Zimmer Biomet, or any affiliate thereof, in any constituent company to the merger, or in any other person and will not be represented
by any certificates or other instruments. In addition, the CVRs will not have any voting or dividend rights and no interest shall accrue
on any amounts payable on the CVR to any holder.

 · The CVRs may not be sold, assigned, transferred, pledged, encumbered or in
any other manner transferred or disposed of, in whole or in part, other than through a "Permitted Transfer" as defined in
the CVR Agreement, which includes only the following: (a) upon death of a holder by will or intestacy; (b) pursuant to a court
order (including through a divorce decree); (c) by operation of law (including by consolidation or merger) or without consideration
in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity;
(d) in the case of CVRs held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable,
through an intermediary, as allowable by Depository Trust Company; (e) if the holder is a partnership or limited liability company,
a distribution by the transferring partnership or limited liability company to its