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VIA EDGAR

May 27, 2022

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attn: Mr. Terence O’Brien and Mr. Al Pavot

RE:        Assertio Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31,
2021

Filed March 10, 2022

File No. 001-39294

Dear Mr. O’Brien and Mr. Pavot:

This letter responds to the comment letter (the
 “Comment Letter”) dated May 16, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
with respect to the above-referenced Annual Report on Form 10-K of Assertio Holdings, Inc. (the “Company” or “Assertio”).
For the convenience of the Staff, we have reproduced in bold the text of the Staff’s comments, with the response of the Company
immediately following each such comment.

Form 10-K Filed March 10, 2022

Revenue Recognition, page 39

 1. Based on the data on Schedule II on page 94, it appears that the sales allowance activity booked as a reduction to revenue
decreased between 2020 and 2021 even though product sales increased 17%. The decrease also appears materially disproportionate to the
change in "Deductions" reported in column 3. We also note that the ratio of your liability for accrued rebates, returns and
discounts divided by quarterly sales decreased between June 30th and December 31st. Therefore it appears that there was a change
in the estimates impacting this account that may have materially impacted reported revenue and/or pre-tax income. Please disclose the
specific changes in estimates and assumptions that caused the decline in revenue reductions flowing through the allowance account. Quantify
the corresponding impact on revenue and pre-tax income. See the guidance in Item 303(b)(3) of Regulation S-K.

We acknowledge the Staff’s comment. However, we respectfully
inform the Staff that, during the year ended December 31, 2021, there were no changes in estimates related to our sales &
return allowances, discounts, chargebacks, and rebates that materially impacted reported revenue and/or pre-tax income. Below, we provide
further responses to each of the Staff’s observations noted in their comment:

 · Based on the data on Schedule II on page 94, it appears that the sales allowance activity booked as a reduction to revenue
decreased between 2020 and 2021 even though product sales increased 17%. The decrease also appears materially disproportionate to the
change in "Deductions" reported in column 3.

During the year ended December 31, 2020, the Company
completed the Zyla Merger discussed in Note 2. In connection with the Zyla Merger, Assertio assumed $33.3 million of accrued rebates,
returns and discounts, as disclosed in Note 2. This amount is included in the ‘Charged as a Reduction to Revenue’ column in
the ‘Year ended December 31, 2020’ row in Schedule II, and footnote (1) to Schedule II refers to this. The majority
of the $33.3 million of accrued rebates, returns, and discounts assumed in the Zyla Merger was settled during the year ended December 31,
2020, and such amount is reflected in the ‘Deductions’ column in the ‘Year ended December 31, 2020’ row in
Schedule II. Absent the accrued rebates, returns, and discounts assumed in the Zyla Merger, the sales allowance activity booked as a reduction
to revenue decreased by only 3% and the change in deductions was an increase of 14%.

The disparity between the increase in product sales of 19%
and the changes noted above (adjusted for the effects of the Zyla Merger) is due primarily to changes in the mix of products sold each
year. This change in product mix is the result of the Zyla Merger and the divestiture of our Gralise product in 2020 discussed in Note
1. Each of our products has a different channel mix profile and therefore requires different estimates and assumptions in determining
the appropriate amount of estimated sales & return allowances, discounts, chargebacks, and rebates to record. Therefore, it would
not necessarily be expected that changes in product sales closely align with changes in recorded estimated sales & return allowances,
discounts, chargebacks, and rebates.

 · We also note that the ratio of your liability for accrued rebates, returns and discounts divided by quarterly sales decreased between
June 30th and December 31st.

Our accrued rebates, returns and discounts as of
June 30, 2021, was $45.1 million and as of December 31, 2021, was $52.7 million. The increase in the liability was
primarily due to higher product sales in the fourth quarter versus the second quarter of 2021. It is also important to note that our
product sales allowances have different settlement time frames. For example, as disclosed in ‘Critical Accounting Policies and
Significant Estimates’ within Item 7, for product returns, customers can return product 6 months before and up to 12 months
after product expiration date, and therefore there may be a significant period of time between when our products are shipped to the
customer and when we issue credit for returned products. Managed care rebates are generally settled one to three months after
prescriptions subject to the rebate are filled, and government rebates are generally settled two to three months after the quarter
in which prescriptions subject to the rebate are filled. Therefore, the ratio of our liability for accrued rebates, returns and
discounts divided by quarterly sales, and changes in this ratio from period to period, will be significantly impacted by the timing
of settlement of the related product sales allowances.

In considering the Staff’s comment, we note the following:

 (1) The impact that changes in our product mix can have on amounts charged as a reduction to revenue for sales & return allowances,
discounts, chargebacks, and rebates, and therefore on revenue and pre-tax income, is information that users of our financial information
may find helpful in understanding our results of operations. Accordingly, in future filings, to the extent material, we will provide disclosure
of how changes in product mix impacted amounts charged as a reduction to revenue for sales & return allowances, discounts, chargebacks,
and rebates and, therefore, the amount of revenue recorded. As an illustration, were we to use page 44 from our Form 10-K filed
March 10, 2022, we anticipate that such disclosure would appear as follows (with changes underlined for reference):

Product Sales,
net

For the year ended December 31,
2021, product sales primarily consisted of sales from INDOCIN Products, CAMBIA, Zipsor and SPRIX. We began shipping and recognizing product
sales for INDOCIN Products and SPRIX upon the Zyla Merger on May 20, 2020.

The increase in INDOCIN net products
sales for the year ended December 31, 2021, of $28.9 million from $31.7 million to $60.6 million as compared to the same period in
2020 was primarily due to INDOCIN Products sales only beginning upon the Zyla Merger on May 20, 2020, as well the impact of the price
increase in the fourth quarter of 2021.

CAMBIA net product sales for the year
ended December 31, 2021, decreased $3.4 million from $28.4 million to $25.0 million as compared to the same period in 2020, primarily
due to lower volume partially offset by favorable payor mix.

Zipsor net product sales for the year
ended December 31, 2021, decreased $3.1 million from $13.3 million to $10.2 million as compared to the same period in 2020, primarily
due to lower volume partially offset by favorable payor mix. Certain parties who have entered into settlement agreements with us will
be able to market generic versions of Zipsor starting in 2022.

SPRIX net product sales for the year
ended December 31, 2021, decreased $2.4 million from $11.1 million to $8.7 million as compared to the same period in 2020, primarily
due to lower volume partially offset by the impact of 2020 as product sales only began upon the Zyla Merger on May 20, 2020.

Other products net sales include product
sales for non-promoted products (OXAYDO and SOLUMATRIX) which were acquired from Zyla in May 2020. In September 2020, we terminated
our iCeutica License and as a result will no longer manufacture products using SOLUMATRIX technology and will sell through the remaining
inventory.

The increase in total product sales,
net, also reflects a decrease year over year in the amounts charged as a reduction to revenue for sales & return allowances,
discounts, chargebacks, and rebates, which is attributed to changes in product mix and, specifically, a higher concentration of INDOCIN
Products that typically require lower levels of product sales allowances relative to our other products. For more information about amounts
charged as a reduction to revenue for sales & return allowances, discounts, chargebacks, and rebates, see Note 1 and Schedule
II to the accompanying Consolidated Financial Statements.

 (2) In future filings, and to the extent applicable, we will modify the presentation in our Schedule II to increase the prominence of
our disclosure referencing the portion of the change in ‘sales & return allowances,
discounts, chargebacks and rebates’ attributed to acquisitions, so that the impact can be more easily understood and can be isolated
from the actual amount ‘charged as a reduction to revenue’ in the current period. As an illustration,
were we to use Schedule II from our Form 10-K filed March 10, 2022, we anticipate that such disclosure would appear as follows
(see new column for Acquisitions):

    Additions

    Description
    Balance
    at

    Beginning of

    Year
    Acquisitions
    1
    Charged
    as a

    Reduction to

    Revenue
    Deductions
    2
    Balance
    at

    End of Year

    Sales &
    return allowances, discounts, chargebacks, and rebates:

    Year
    ended December 31, 2021
    $ 64,442
    $ -
    $ 96,332
    $ (107,174 )
    $ 53,600

    Year
    ended December 31, 2020
    $ 60,183
    $ 33,254
    $ 99,086
    $ (128,081 )
    $ 64,442

(1)
Acquisitions to sales discounts and allowances includes $33.3 million provision for liabilities assumed from the Zyla Merger.

(2)
Deductions to sales discounts and allowances relate to discounts or allowances, returns, chargebacks and rebates actually taken or paid.

 2. Please provide a rollforward in the filing that discloses activity in your liability for rebates, returns and discounts so that
readers can assess the impact of the corresponding critical accounting estimates on your operating results and liquidity. For example,
see the disclosure on page F-32 of your April 2020 Form S-4.

We acknowledge the Staff’s comment. As the Staff has
suggested, in future filings, we will include a rollforward of our liability for rebates, returns and discounts within the Revenue Recognition
disclosure as part of our Critical Accounting Policies and Significant Estimates section in Item 7. We have included below an illustration
of how we anticipate this rollforward would appear for the years ended December 31, 2021, and 2020:

    Product

Returns
    Rebates
    1
    Other
    Sales

Allowances 2
    Total

    Balance
    at December 31, 2019
    $ 19,216
    $ 23,083
    $ 17,884
    $ 60,183

    Provision
    made in current period to Product sales, net
      7,585
      22,167
      70,742
      100,494

    Provision
    made in current period to Other revenue 3
      (921 )
      (1,098 )
      611
      (1,408 )

    Provision
    acquired as part of Zyla Merger
      9,524
      4,561
      19,169
      33,254

    Payments
    and credits made in current period
      (15,534 )
      (27,368 )
      (85,179 )
      (128,081 )

    Balance
    at December 21, 2020
    $ 19,870
    $ 21,345
    $ 23,227
    $ 64,442

    Provision
    made in current period to Product sales, net
      14,998
      19,906
      60,443
      95,347

    Provision
    made in current period to Other revenue 3
      210
      378
      397
      985

    Payments
    and credits made in current period
      (1,915 )
      (35,549 )
      (69,710 )
      (107,174 )

    Balance
    at December 21, 2021
    $ 33,163
    $ 6,080
    $ 14,357
    $ 53,600

(1)
Rebates consist of managed care rebates and government rebates.

(2)
Other sales allowances consist of wholesaler and pharmacy discounts, prompt pay discounts, patient discount programs, and chargebacks.

(3)
Consists of sales adjustments for previously divested products recognized in Other revenue in the Consolidated Statement of Comprehensive
Income.

Results of Operations, page 42

 3. Please revise your discussion of selling, general and administrative expenses to quantify the impact of each contributing factor
and analyze the underlying reasons. Refer to Item 303(b)(2) of Regulation S-K.

We
acknowledge the Staff’s comment. As it pertains to the disclosures in our Form 10-K filed March 10, 2022, we note
that the following factors were provided as reasons for the year-over-year change in our selling, general and administrative expenses:

 (1) lower employee costs in 2021 because of prior restructuring plans

 (2) one-time transaction costs in 2020 not repeating

 (3) receipt of insurance reimbursement in the first quarter of 2021 for previous opioid-related expenses

 (4) additional expense for loss contingency provision recognized in 2021

In light of the one-time nature
of these drivers, combined with the quantification provided elsewhere in our Form 10-K filed March 10, 2022, we had concluded
that quantification of these items here was not material. Items (3) and (4) are each quantified in Note 13: $5.0 million and
$10.6 million, respectively.

Notwithstanding
the above, in considering the Staff’s comment, in future filings, we will, where practical and where we believe it would be useful
to readers of our financial information, quantify the impact of the factors discussed in explaining material changes in selling,
general and administrative expenses. As an illustration, were we to use page 45 from our Form 10-K filed March 10,
2022, we anticipate that such disclosure would appear as follows (with changes underlined for reference):

Selling,
General and Administrative Expenses

Selling, general and administrative
(“SG&A”) expenses primarily consist of personnel, contract personnel, marketing and promotion expenses associated with
our commercial products, personnel expenses to support our administrative and operating activities, facility costs, and professional expenses,
such as legal fees. In addition, the change in fair value of our contingent consideration liability, which is remeasured quarterly based
on the likelihood of the contingent earn-out payments, is recognized within SG&A.

Selling, general, and administrative
expenses decreased $47.8 million from $104.3 million to $56.6 million for the year ended December 31, 2021, as compared to the same
period in 2020. This change was primarily attributed to a reduction of $29.1 million in SG&A expenses as a result of the impact
of prior restructuring plans that included a reduction in employee-related costs, a decrease in general and administrative costs of $18.6
million comprised mostly of one-time transaction-related costs in 2020, and a $5.0 million gain for insurance reimbursement in the
first quarter of 2021 for previous opioid-related expenses, all partially offset by $10.6 million additional expense for
loss contingency provision recognized in 2021.

Liquidity, page 47

 4. Please disclose in the filing why inventory declined by 36% even though product sales increased 19%. Specifically address whether
this is in part attributable to an estimated buildup of inventory in your distribution channels since that can reasonably be expected
to materially impact future sales. We note that the inventory decrease had a 77% impact on your operating cash flows (page 57). See
Item 303(b) of Regulation S-K.

We acknowledge the Staff’s
comment. We inform the Staff that our inventory d