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 November 24, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Re: Aptevo Therapeutics Inc. Registration Statement on Form S-1 Filed October 1, 2025 File No. 333-290663 Dear Mr. Edwards: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-290663) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on November 25, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704. Very truly yours, Aptevo Therapeutics Inc. By: /s/ Marvin L. White Marvin L. White President and Chief Executive Officer       
 
 
 
 
 
 
 CC: 
 SoYoung Kwon, Aptevo Therapeutics Inc. Daphne Taylor, Aptevo Therapeutics Inc. Sean M. Donahue, Paul Hastings LLP 
 
  

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   July 31, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Joshua Gorsky Re: Aptevo Therapeutics Inc. Registration Statement on Form S-1 Filed July 25, 2025 File No. 333-288959 Dear Mr. Gorsky: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-288959) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on August 1, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704. Very truly yours, Aptevo Therapeutics Inc. By: /s/ Marvin L. White Marvin L. White President and Chief Executive Officer

 CC:
 SoYoung Kwon, Aptevo Therapeutics Inc. Daphne Taylor, Aptevo Therapeutics Inc. Sean M. Donahue, Paul Hastings LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Marvin L. White
President and Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121

 Re: Aptevo Therapeutics Inc.
 Registration Statement on Form S-1
 Filed July 25, 2025
 File No. 333-288959
Dear Marvin L. White:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Sean M. Donahue
</TEXT>
</DOCUMENT>

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   June 16, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Jessica Dickerson Re: Aptevo Therapeutics Inc. Registration Statement on Form S-1 Filed June 16, 2025 File No. 333-288061   Dear Ms. Jessica Dickerson: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-288061) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 9:00 a.m., Eastern Time, on June 18, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704. Very truly yours, Aptevo Therapeutics Inc. By: /s/ Marvin L. White Marvin L. White President and Chief Executive Officer

 CC:
 SoYoung Kwon, Aptevo Therapeutics Inc. Daphne Taylor, Aptevo Therapeutics Inc. Sean M. Donahue, Paul Hastings LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2025

Marvin White
Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121

 Re: Aptevo Therapeutics Inc.
 Draft Registration Statement on Form S-1
 Submitted May 30, 2025
 CIK No. 0001671584
Dear Marvin White:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Sean Donahue, Esq.
</TEXT>
</DOCUMENT>

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   May 21, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Alan Campbell Re: Aptevo Therapeutics Inc. Registration Statement on Form S-1 Filed May 13, 2025 File No. 333-287244   Dear Mr. Campbell: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-287244) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on May 22, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704. Very truly yours, Aptevo Therapeutics Inc. By: /s/ Marvin L. White Marvin L. White President and Chief Executive Officer

 CC:
 SoYoung Kwon, Aptevo Therapeutics Inc. Daphne Taylor, Aptevo Therapeutics Inc. Sean M. Donahue, Paul Hastings LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Marvin L. White
President and Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121

 Re: Aptevo Therapeutics Inc.
 Registration Statement on Form S-1
 Filed May 13, 2025
 File No. 333-287244
Dear Marvin L. White:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Sean M. Donahue
</TEXT>
</DOCUMENT>

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  February 24, 2025

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Ms. Jessica Dickerson

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-3
File No. 333-284969

  Dear Ms. Dickerson:

  In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-284969) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on February 26, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

February 21, 2025
Marvin White
Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-3
Filed February 14, 2025
File No. 333-284969
Dear Marvin White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Sean Donahue, Esq.

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  December 31, 2024

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Mr. Chris Edwards

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-3
File No. 333-283983

  Dear Mr. Edwards:

  In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-283983) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:15 p.m., Eastern Time, on January 2, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Daphne Taylor

  Daphne Taylor

  SVP & Chief Financial Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

December 30, 2024
Marvin L. White
President and Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-3
Filed December 20, 2024
File No. 333-283983
Dear Marvin L. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Sean M. Donahue

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  Roth Capital Partners, LLC

  888 San Clemente Drive

  Newport Beach, CA 92660

  September 11, 2024

  Securities and Exchange Commission

  100 F Street, N.E. Washington, D.C.  20549

  Re:	Aptevo Therapeutics Inc. (the “Company”)

  Registration Statement on Form S-1 (File No. 333-281892)

  Ladies and Gentlemen:

  In connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners, LLC, as placement agent, hereby joins in the request of the Company that the effective date of such registration statement be accelerated to 5:00 p.m. (Eastern time) on Thursday, September 12, 2024 or as soon thereafter as practicable.

  In making this request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities pursuant to the registration statement.

  [Signature Page Follows]

  Very truly yours,

  ROTH CAPITAL PARTNERS, LLC,

  By: _/s/ Aaron M. Gurewitz_____

  Name: Aaron M. Gurewitz

  Title:	President & Heads of Investment Banking

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  September 11, 2024

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Ms. Doris Stacey Gama

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-1
File No. 333-281892

  Dear Ms. Gama:

  In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-281892) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on September 12, 2024, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

September 6, 2024
Marvin L. White
Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-1
Filed August 30, 2024
File No. 333-281892
Dear Marvin L. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Sean Donahue, Esq.

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  June 25, 2024

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Mr. Jimmy McNamara

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-1
File No. 333-280226

  Dear Mr. McNamara:

  In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-280226) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on June 26, 2024 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

United States securities and exchange commission logo
June 20, 2024
Marvin L. White
Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, Washington 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-1
Filed June 14, 2024
File No. 333-280226
Dear Marvin L. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean Donahue

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Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050

Seattle, Washington 98121

  April 8, 2024

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

    Attention:

    Ms. Doris Stacey Gama

    Ms. Laura Crotty

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-1, as amended
File No. 333-278103

  Dear Ms. Gama and Ms. Crotty:

  In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-278103) of Aptevo Therapeutics Inc., filed with the Securities and Exchange Commission on March 20, 2024 and amended on March 29, 2024 (as amended, the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on April 9, 2024 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

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  Roth Capital Partners, LLC

  888 San Clemente Drive

  Newport Beach, CA 92660

  April 8, 2024

  Securities and Exchange Commission

  100 F Street, N.E. Washington, D.C.  20549

  Re:	Aptevo Therapeutics Inc. (the “Company”)

  Registration Statement on Form S-1 (File No. 333-278103)

  Ladies and Gentlemen:

  In connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners, LLC, as placement agent, hereby joins in the request of the Company that the effective date of such registration statement be accelerated to 5:00 p.m. (Eastern time) on Tuesday, April 9, 2024 or as soon thereafter as practicable.

  In making this request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities pursuant to the registration statement.

  [Signature Page Follows]

  Very truly yours,

  ROTH CAPITAL PARTNERS, LLC,

  By: /s/ Aaron M. Gurewitz

  Name: Aaron M. Gurewitz

  Title:	President & Head of Investment Banking

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  March 29, 2024

  Via EDGAR Submission

  Ms. Doris Stacey Gama

  Ms. Laura Crotty

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Aptevo Therapeutics Inc.

Registration Statement on Form S-1

    Filed March 20, 2024

File No. 333-278103

  Dear Ms. Gama and Ms. Crotty:

  On behalf of our client, Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), we submit to the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) the Company’s response to the comment contained in the Staff’s letter, dated March 29, 2024 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on March 20, 2024 (File No. 333-278103). The Company is concurrently filing Amendment No. 1 to the Registration Statement (the “Amended Filing”) to address the Staff’s comment in the Comment Letter.

  For ease of reference, the comment contained in the Comment Letter is printed below in italics and is followed by the Company’s response. All page references in the response set forth below refer to the page numbers in the Registration Statement. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in the Registration Statement.

  Registration Statement on Form S-1

  Cover Page

  1.We note your disclosure on page 23 that this offering will terminate no later than April 20, 2024, unless you decide to terminate the offering prior to that date. Please revise your cover page to disclose this date, rather than stating that the offer will terminate "no later than three trading days from the date of this prospectus". See Item 501(b)(8)(iii) of Regulation S-K.

  Response: The Company respectfully acknowledges the Staff’s comment, and advises the Staff that it has revised its disclosure on the cover page of the Amended Filing to disclose that the offering will terminate no later than April 20, 2024, unless the Company decides to terminate the offering prior to that date.

  *************************

  Thank you for your review of the filing. Please contact me if you have any further comments or need additional information with respect to the filing.

    Sincerely,

/s/ Sean M. Donahue

Paul Hastings LLP

  cc:	SoYoung Kwon, Aptevo Therapeutics Inc.

United States securities and exchange commission logo
March 29, 2024
Marvin White
Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-1
Filed March 20, 2024
File No. 333-278103
Dear Marvin White:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure on page 23 that this offering will terminate no later than April 20,
2024, unless you decide to terminate the offering prior to that date. Please revise your
cover page to disclose this date, rather than stating that the offer will terminate "no later
than three trading days from the date of this prospectus". See Item 501(b)(8)(iii) of
Regulation S-K.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameMarvin White
 Comapany NameAptevo Therapeutics Inc.
 March 29, 2024 Page 2
 FirstName LastName
Marvin White
Aptevo Therapeutics Inc.
March 29, 2024
Page 2
            Please contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean Donahue, Esq.

United States securities and exchange commission logo
November 29, 2023
Marvin L. White
President and Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-3
Filed November 22, 2023
File No. 333-275710
Dear Marvin L. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean M. Donahue

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  CORRESP

  November 29, 2023

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Mr. Alan Campbell

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-3
File No. 333-275710

  Dear Mr. Campbell:

  In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-275710) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:30 p.m., Eastern Time, on November 30, 2023 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

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  CORRESP

  August 1, 2023

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Mr. Daniel Crawford

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-1
File No. 333-273067

  Dear Mr. Crawford:

  In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-273067) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:30 p.m., Eastern Time, on August 1, 2023 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

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  A.G.P. / Alliance Global Partners

  590 Madison Ave., 28th Floor

  New York, NY 10022

  August 1, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Aptevo Therapeutics Inc.

    Registration Statement on Form S-1

    File No.  333-273067

  Ladies and Gentlemen:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as Placement Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:30pm Eastern Time on August 1, 2023 or as soon thereafter as practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:

    /s/ Thomas J. Higgins

    Name:

     Thomas J. Higgins

    Title:

    Managing Director

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  CORRESP

  July 27, 2023

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Mr. Daniel Crawford

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-1
File No. 333-273067

  Dear Mr. Crawford:

  Reference is made to our letter, filled as correspondence via EDGAR on July 26, 2023, in which we requested acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-273067) of Aptevo Therapeutics Inc. (the “Registration Statement”) for 5:30 p.m., Eastern Time, on July 27, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at such time and we hereby formally withdraw our request for acceleration of the effective date of July 27, 2023.  Please contact our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704 if you have any questions regarding this matter.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

CORRESP
1
filename1.htm

  CORRESP

  A.G.P./Alliance Global Partners

  590 Madison Ave., 28th Floor

  New York, NY 10022

  July 27, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Aptevo Therapeutics Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-273067) (the “Registration Statement”)

  Ladies and Gentlemen:

  Reference is made to our letter, filed as correspondence via EDGAR on July 26, 2023, in which A.G.P / Alliance Global Partners as Placement Agent, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement for 5:30pm Eastern Time on July 27, 2023, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:

    /s/ Thomas J. Higgins

    Name:

     Thomas J. Higgins

    Title:

    Managing Director

   IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4874-5569-6753, v.4" "" 4874-5569-6753, v.4

CORRESP
1
filename1.htm

  CORRESP

  July 26, 2023

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Mr. Daniel Crawford

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-1
File No. 333-273067

  Dear Mr. Crawford:

  In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-273067) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:30 p.m., Eastern Time, on July 27, 2023 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

CORRESP
1
filename1.htm

  CORRESP

  A.G.P. / Alliance Global Partners

  590 Madison Ave., 28th Floor

  New York, NY 10022

  July 26, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Aptevo Therapeutics Inc.

    Registration Statement on Form S-1

    File No. 	333-273067

  Ladies and Gentlemen:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as Placement Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:30pm Eastern Time on July 27, 2023 or as soon thereafter as practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:

    /s/ Thomas J. Higgins

    Name:

     Thomas J. Higgins

    Title:

    Managing Director

CORRESP
1
filename1.htm

  CORRESP

  July 21, 2023

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Mr. Daniel Crawford

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-1
File No. 333-273067

  Dear Mr. Crawford:

  Reference is made to our letter, filled as correspondence via EDGAR on July 14, 2023, in which we requested acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-273067) of Aptevo Therapeutics Inc. (the “Registration Statement”) for 5:30 p.m., Eastern Time, on July 18, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at such time and we hereby formally withdraw our request for acceleration of the effective date of July 18, 2023.  Please contact our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704 if you have any questions regarding this matter.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

CORRESP
1
filename1.htm

  CORRESP

  A.G.P./Alliance Global Partners

  590 Madison Ave., 28th Floor

  New York, NY 10022

  July 21, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Aptevo Therapeutics Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-273067) (the “Registration Statement”)

  Ladies and Gentlemen:

  Reference is made to our letter, filed as correspondence via EDGAR on July 14, 2023, in which A.G.P / Alliance Global Partners as Placement Agent, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement for 5:30pm Eastern Time on July 18, 2023, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:

    /s/ Thomas J. Higgins

    Name:

     Thomas J. Higgins

    Title:

    Managing Director

CORRESP
1
filename1.htm

  CORRESP

  A.G.P. / Alliance Global Partners

  590 Madison Ave., 28th Floor

  New York, NY 10022

  July 14, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Aptevo Therapeutics Inc.

    Registration Statement on Form S-1

    File No.  333-273067

  Ladies and Gentlemen:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:30pm Eastern Time on July 18, 2023 or as soon thereafter as practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:

    /s/ Thomas J. Higgins

    Name:

     Thomas J. Higgins

    Title:

    Managing Director

CORRESP
1
filename1.htm

  CORRESP

  July 14, 2023

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Mr. Daniel Crawford

  Re: Aptevo Therapeutics Inc.

  Registration Statement on Form S-1
File No. 333-273067

  Dear Mr. Crawford:

  In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-273067) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:30 p.m., Eastern Time, on July 18, 2023 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.

  Very truly yours,

  Aptevo Therapeutics Inc.

  By: /s/ Marvin L. White

  Marvin L. White

  President and Chief Executive Officer

    CC:

    SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Paul Hastings LLP

United States securities and exchange commission logo
July 6, 2023
Marvin White
President and Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, Washington, 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-1
Filed June 30, 2023
File No. 333-273067
Dear Marvin White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean Donahue, Esq.

CORRESP
1
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apvo-corresp.htm

August 17, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Margaret Schwartz

Re: Aptevo Therapeutics Inc.

Registration Statement on Form S-3
File No. 333-258758

Dear Ms. Schwartz:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-258758) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:05 p.m., Eastern Time, on August 19, 2021 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Goodwin Procter LLP, by calling Sean M. Donahue at (202) 538-3557.

Very truly yours,

Aptevo Therapeutics Inc.

By: /s/ Marvin L. White

Marvin L. White

President and Chief Executive Officer

CC:

SoYoung Kwon, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Goodwin Procter LLP

2401 4th Ave. Suite 1050, Seattle, WA 98121  |  t  206.838.0500  |  f  206.838.0503  |  aptevotherapeutics.com  |  1

United States securities and exchange commission logo
August 17, 2021
Marvin White
President and Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-3
Filed August 12, 2021
File No. 333-258758
Dear Mr. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean M. Donahue, Esq.

CORRESP
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CORRESP

 Morgan, Lewis & Bockius LLP

 1111
Pennsylvania Avenue, NW

 Washington, DC 20004

 Tel.
+1.202.739.3000

 Fax: +1.202.739.3001

www.morganlewis.com

 Sean M. Donahue

 Partner

 +1.202.739.5658

 sean.donahue@morganlewis.com

May 5, 2021

 VIA EDGAR AS
CORRESPONDENCE

 Valian A. Afshar, Esq.

 Special
Counsel

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Mergers and
Acquisitions 100 F Street, N.E. Washington, D.C. 20549

Re:
 Aptevo Therapeutics Inc.

Preliminary Proxy Statement on Schedule 14A

Filed on April 28, 2021

File No. 001-37746

Dear Mr. Afshar:

 On behalf of Aptevo
Therapeutics Inc., a Delaware corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter dated May 4, 2021 (the
“Comment Letter”), relating to the above-referenced filing of the Company’s Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Such filing relates to the Company’s proxy solicitation in connection with
the 2021 Annual Meeting of the Company’s stockholders (the “Annual Meeting”).

 Set forth below are the Company’s
responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used in
the Comment Letter.

 Valian A. Afshar, Esq.

May 5, 2021

  Page
 2

 Preliminary Proxy Statement Filed April 28, 2021

Questions and Answers About These Proxy Materials and Voting, page 1

1.
 We note that you describe Proposal 1 as the “[e]lection of the two director nominees named in this
proxy statement to serve on the Board until the 2024 annual meeting of stockholders.” Notwithstanding the references elsewhere in the proxy statement to Tang Capital’s competing slate of director nominees, please revise the description of
Proposal 1 to remove the implication that the Company’s two director nominees are the only two candidates for whom shareholders can vote at the Annual Meeting.

Response: The Company acknowledges the Staff’s comment and will revise the Proxy Statement to delete all references to the two
director nominees “named in this proxy statement” so as to remove any implication that the Company’s two director nominees are the only two candidates for whom shareholders can vote at the Annual Meeting.

2.
 We note the following statement on page 4: “Because the Annual Meeting is expected to be the subject of
a contested solicitation all proposals at the Annual Meeting are considered ‘non-routine’ and therefore your bank, broker or other nominee does not have the authority to vote on a proposal at the
Annual Meeting if you do not provide voting instructions with respect to such proposal.” Please provide us with the legal basis for this statement, including with respect to any routine proposals that are not specifically contested at the
Annual Meeting. In your response, please address NYSE Rule 452.13.

 Response: New York Stock Exchange (NYSE)
Rule 452 specifies when banks, brokers and other nominee holders (collectively, “custodians”) may authorize submitting a proxy on behalf of the beneficial owner. The Company believes that pursuant to Rule 452, custodians may not exercise
discretionary voting authority with respect to any proposal on a proxy that is the subject of a counter-solicitation, whether such proposal is routine or non-routine, and whether such proposal is contested or
uncontested. In this regard, Rule 452.11(2) provides that “a member organization may not give or authorize a proxy to vote without instructions from beneficial owners when the matter to be voted upon … is the subject of a
counter-solicitation, or is part of a proposal made by a stockholder which is being opposed by management (i.e., a contest)”.

Moreover, the Company believes that custodians are also bound by Rule 402.08 contained in the NYSE’s Listed Company Manual. NYSE Listed
Company Manual Rule 402.08(B)2. provides that “a member organization may not give or authorize a proxy to vote without instructions from beneficial owners when the matter to be voted upon … is the subject of a counter-solicitation, or is
part of a proposal made by a stockholder which is being opposed by management (i.e., a contest)”.

 Valian A. Afshar, Esq.

May 5, 2021

  Page
 3

 Based on the foregoing, the Company believes that all proposals in a proxy contest are non-discretionary with respect to the voting shares held for beneficial owners by custodians. The Company further believes that the language in Rules 452 and 402.08 regarding counter-solicitations governs the
conduct of member organizations’ discretionary voting in a proxy contest such that discretionary voting is not governed by NYSE Rule 452.13 in a proxy contest. The Company believes that Rule 452.13 does not enable custodians to exercise
discretionary authority with respect to any proposal, including proposals that would otherwise be deemed routine, when there is a counter-solicitation, i.e., a contest, and thus believes the disclosure provided in the Proxy Statement cited by the
Staff in this Comment 2 is accurate.

3.
 We note the following statements on page 7: “Only votes ‘For’ or ‘Withheld’ will
affect the outcome. Broker non-votes, if any, will have no effect.” Please clarify how votes “Withheld” will affect the outcome of the Director Election Proposal in light of your earlier
statement that “the two director nominees receiving the most ‘For’ votes from the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of the directors will be elected.”

 Response: The Company acknowledges the Staff’s comment and will revise the Proxy Statement to indicate
that votes “Withheld” will have no effect on the outcome of the Director Election Proposal.

 Proposal 1 Election of Directors, page 13

4.
 We note the following statement: “The enclosed BLUE proxy card will not be
voted for more than two candidates or for anyone other than the Board’s nominees or designated substitutes.” Please confirm that in the event that the Board selects a substitute nominee prior to the Annual Meeting, you will file an amended
proxy statement that (1) identifies the substitute nominee, (2) discloses whether the nominee has consented to being named in the revised proxy statement and to serve if elected and (3) includes disclosure required by Item 5(b) and 7
of Schedule 14A with respect to the nominee.

 Response: The Company hereby confirms that in the event that the
Board selects a substitute nominee prior to the Annual Meeting, it will file an amended proxy statement that (1) identifies the substitute nominee, (2) discloses whether the nominee has consented to being named in the revised proxy
statement and to serve if elected and (3) includes disclosure required by Item 5(b) and 7 of Schedule 14A with respect to the nominee.

*    *    *    *    * *

 Valian A. Afshar, Esq.

May 5, 2021

  Page
 4

 If the Staff of the SEC has any questions or comments regarding the foregoing, please contact
the undersigned, Sean M. Donahue of Morgan, Lewis & Bockius LLP by telephone at (202) 739-5658 or via email at sean.donahue@morganlewis.com.

Sincerely,

 /s/ Sean M. Donahue

Sean M. Donahue

cc:
 Heather Boussios

VP, Legal and Acting General Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

May 4 , 2021

Via Email

Sean M. Donahue, Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, DC 20004 -2541

 Re: Aptevo Therapeutics Inc.
  Preliminary Proxy Statement on Schedule 14A
  Filed on April 2 8, 2021
  File No.  001-37746

Dear Mr. Donahue :

We have reviewed the filing  above and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to thi s letter by amending the filing  or by providing the requested
information.   If you do not believe our comments apply t o the participants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After review ing any amendment to the filing  and the information you provide in response
to this letter , we may have additional comments.  All defined terms used in this letter have the
same meaning as in the preliminary proxy statement unless otherwise indicated.

Preliminary Proxy Statement

Questions and Answers About These Proxy Materials and Voting, page 1

1. We note that you de scribe Proposal 1 as the “[e]lection of the two director nominees
named in this proxy statement to serve on the Board until the 2024 annual meeting of
stockholders.”  Notwithstanding the references elsewhere in the proxy statement to Tang
Capital’s competi ng slate of director nominees, please revise the description of Proposal
1 to remove the implication that the Company’s two director nominees are the only two
candidates for whom shareholders can vote at the Annual Meeting.

Sean M. Donahue, Esq.
c/o Aptevo Therapeutics Inc.
May 4 , 2021
Page | 2

 2. We note the following statement  on page 4: “ Because the Annual Meeting is expected to
be the subject of a contested solicitation all proposals at the  Annual Meeting are
considered ‘non -routine’  and therefore your bank, broker or other nominee does not have
the authority to vote on a pro posal at the Annual Meeting if you do not provide voting
instructions with respect to such proposal. ”  Please provide us with the legal basis for this
statement, including with respect to any routine proposals that are not specifically
contested at the Ann ual Meeting.  In your response, please address NYSE Rule 452.13.

3. We note the following statements on page 7: “Only votes ‘For’ or ‘Withheld’ will affect
the outcome. Broker non -votes, if any, will have no effect. ”  Please clarify how votes
“Withheld” will  affect the outcome of the Director Election Proposal in light of your
earlier statement that “ the two direct or nominees receiving the most ‘For’  votes from the
holders of shares present at the meeting or represented by proxy and entitled to vote on
the el ection of directors will be elected .”

Proposal 1  Election of Directors, page 13

4. We note the following statement: “ The enclosed BLUE  proxy card will not be voted for
more than two candidates or for anyone other than the Board’s nom inees or designated
substitutes .”  Please confirm that in the event that the Board selects a substitute nominee
prior to the Annual Meeting, you will file an amended proxy statement that (1) identifies
the substitute nominee, (2) discloses whether the nominee has consented to  being named
in the revised proxy statement and to serve if elected and (3) includes disclosure required
by Items 5(b) and 7 of Schedule 14A with respect to the nominee.

* * *

 We remind you that the registrant is  responsible for the accuracy and adequac y of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any questions to me at (202) 551 -8729.

Sincerely,

        /s/ Valian A. Afshar

Valian A. Afshar
Special Counsel
Office of Mergers and Acquisitions

United States securities and exchange commission logo
December 17, 2020
Marvin L. White
President and Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-3
Filed December 14, 2020
File No. 333-251318
Dear Mr. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean M. Donahue, Esq.

CORRESP
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apvo-corresp.DOCX.htm

APTEVO THERAPEUTICS INC.

2401 4th Avenue, Suite 1050

Seattle, WA 98121

December 17, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jeffrey Gabor

Re: Aptevo Therapeutics Inc.

Registration Statement on Form S-3
File No. 333-251318

Dear Mr. Gabor:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-251318) of Aptevo Therapeutics Inc. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:05 p.m., Eastern Time, on December 18, 2020, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Morgan, Lewis & Bockius LLP, by calling Sean M. Donahue at (202) 538-3557.

[Remainder of page intentionally left blank]

Very truly yours,

Aptevo Therapeutics Inc.

By: /s/ Marvin L. White

Marvin L. White

President and Chief Executive Officer

CC:

Heather Boussios, Aptevo Therapeutics Inc.
Daphne Taylor, Aptevo Therapeutics Inc.
Sean M. Donahue, Esq., Morgan, Lewis & Bockius LLP

[Signature Page to Request for Acceleration of Effectiveness of Registration Statement]

February 8, 2019
Jeffrey Lamothe
Chief Financial Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-3
Filed January 2, 2019
File No. 333-229115
Dear Mr. Lamothe :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Todd Schiffman at 202-551-3491 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
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CORRESP

 Aptevo Therapeutics Inc.

2401 4th Avenue, Suite 1050

Seattle, WA 98121

February 11, 2019

VIA EDGAR

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Todd Schiffman

RE:
 Aptevo Therapeutics Inc.

 Registration Statement on Form S-3

 File No. 333-229115

Acceleration Request

Requested Date:

February 13, 2019

Requested Time:

4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on February 13, 2019, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

Aptevo Therapeutics Inc.

 /s/ Marvin L. White

 Marvin L. White

 President, Chief Executive
Officer and Director

cc:
 Jeffrey G. Lamothe, Aptevo Therapeutics Inc.

 Alan Hambelton, Cooley LLP

July 30, 2018
Jeffrey G. Lamothe
Chief Financial Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, Washington 98121
Re:Aptevo Therapeutics Inc.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed March 13, 2018
File No. 001-37746
Dear Mr. Lamothe:
            We have completed our review of your filing.  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.
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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apvo-corresp.htm

July 27, 2018

BY EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:   Abe Friedman

Mary Mast

Re: Aptevo Therapeutics, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed March 13, 2018

File No. 001-37746

Ladies and Gentlemen:

Aptevo Therapeutics, Inc. (the “Company”) is providing this letter in response to the comments received regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”) in a letter, dated July 20, 2018, from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission to Jeffrey G. Lamothe, Chief Financial Officer of the Company.

For your reference, the Staff’s comments are reproduced in bold, and the Company’s responses are set forth below such comments in standard type.

Item 9A. Controls and Procedures, page 84

1.

We note that you filed an annual report for the prior fiscal year ended December 31, 2016, and the annual report for the fiscal year ended December 31, 2017 represents your second annual report since your registration statement on Form 10 went effective.  As a result, pursuant to paragraph 1 of the Instructions to Item 308 of Regulation S-K, it appears you are required to comply with Item 308(a) of Regulation S-K.  Please amend your Form 10-K to include management's report on your internal control over financial reporting, including management's assessment of the effectiveness of your internal control over financial reporting as of December 31, 2017, as required by Item 308(a) of Regulation S-K.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has filed an amendment to the 10-K to include management's report on its internal control over financial reporting.

Item 15. Exhibits, Financial Statement Schedules Exhibits 31 and 32, page 91

2.

Together with your amended filing, please include the Exhibit 31 and Exhibit 32 certifications that should be dated as of the date you file the amendment, with the following revisions:

•

In your exhibit 31 certifications (Section 302), include the internal control over financial reporting language within the introductory portion of paragraph 4, as well as paragraph 4(b), as stipulated in Item 601(b)(31) of Regulation S-K;

•

In your exhibit 32.2 certification (Section 906), refer to the complete name of the company as referred to within your 10-K.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company included with the amendment to the 10-K the Exhibit 31 and Exhibit 32 certifications dated as of the date of the amendment.

*       *        *

If you have any questions with regard to this response, need further information or would like to discuss any of the information covered in this letter, please contact me at (204) 273-4533.

Sincerely,

/s/ Jeffrey G. Lamothe

Jeffrey G. Lamothe

Chief Financial Officer

Aptevo Therapeutics, Inc.

July 20, 2018
Jeffrey G. Lamothe
Chief Financial Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, Washington 98121
Re:Aptevo Therapeutics Inc.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed March 13, 2018
File No. 001-37746
Dear Mr. Lamothe:
            We have limited our review of your filing to the financial statements and related
disclosures 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 Fiscal Year Ended December 31, 2017
Item 9A. Controls and Procedures, page 84
1.We note that you filed an annual report for the prior fiscal year ended December 31, 2016,
and the annual report for the fiscal year ended December 31, 2017 represents your second
annual report since your registration statement on Form 10 went effective.  As a result,
pursuant to paragraph 1 of the  Instructions to Item 308 of Regulation S-K, it appears you
are required to comply with Item 308(a) of Regulation S-K.  Please amend your Form 10-
K to include management's report on your internal control over financial reporting,
including management's assessment of the effectiveness of your internal control over
financial reporting as of December 31, 2017, as required by Item 308(a) of Regulation S-
K.

 FirstName LastNameJeffrey G. Lamothe
 Comapany NameAptevo Therapeutics Inc.
 July 20, 2018 Page 2
 FirstName LastName
Jeffrey G. Lamothe
Aptevo Therapeutics Inc.
July 20, 2018
Page 2
Item 15. Exhibits, Financial Statement Schedules
Exhibits 31 and 32, page 91
2.Together with your amended filing, please include the Exhibit 31 and Exhibit 32
certifications that should be dated as of the date you file the amendment, with the
following revisions:
•In your exhibit 31 certifications (Section 302), include the internal control over
financial reporting language within the introductory portion of paragraph 4, as well as
paragraph 4(b), as stipulated in Item 601(b)(31) of Regulation S-K;
•In your exhibit 32.2 certification (Section 906), refer to the complete name of the
company as referred to within your 10-K.

            In closing, 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 Abe Friedman at 202-551-8298 or Mary Mast at 202-551-3613 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

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Acceleration Request

 APTEVO THERAPEUTICS INC.

2401 4th Avenue, Suite 1050

Seattle, WA 98121

 December 14, 2017

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Christine Westbrook

Erin Jaskot

RE:
Aptevo Therapeutics Inc.

Registration Statement on Form S-3

File No. 333-221499

 Ladies and Gentlemen:

Aptevo Therapeutics Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on December 15, 2017, at 4:00 p.m., Eastern Time, or at such later time as the Registrant or its
counsel may orally request via telephone call to the Staff of the Division of Corporate Finance of the Commission.

 In connection with this request, the
Registrant acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Aptevo Therapeutics Inc.

 /s/ Marvin L. White

Marvin L. White

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 Alan D. Hambelton

 +1 206 452
8756

 ahambelton@cooley.com

 December 6, 2017

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
Christine Westbrook

Erin Jaskot

Re:
Aptevo Therapeutics Inc.

Registration Statement on Form S-3

Filed November 13, 2017

File No. 333-221499

 Ladies and Gentlemen:

On behalf of Aptevo Therapeutics Inc. (the “Company”), we are providing this letter in response to comments (the
“Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated November 22, 2017 with respect to the
Company’s Registration Statement on Form S-3, submitted on November 13, 2017 (the “Registration Statement”). We are also electronically submitting Amendment No. 1 to the
Registration Statement (the “Amended Registration Statement”), which has been amended in response to the Staff’s comments.

Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the
Comments, which for your convenience we have incorporated into this response letter.

 Form S-3 filed on
11/13/17

 Cover Page

1.
We note your disclosure on the cover page to your equity distribution prospectus indicating that sales may be made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at
market prices prevailing at the time of sale or at prices related to such prevailing market prices. Please tell us whether these sales methods satisfy the “at the market” definition under Rule 415. If any sales method does not constitute a
sales method that is deemed an “at the market” offering as defined in Rule 415 or if any material information with respect to a particular offering has been omitted, please confirm that you will file a prospectus supplement at the time of
such sales or tell us why such additional filing would not be necessary.

 Response: The Company acknowledges the Staff’s comment
and has revised the disclosure on the cover page of the equity distribution prospectus contained in the Amended Registration Statement to remove the reference indicating that sales may be made to or through a market maker other than on an exchange
or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at

 Cooley LLP
1700 Seventh Avenue   Suite 1900   Seattle, WA   98101-1355

 t: (206) 452-8700   f: (206)
452-8800   cooley.com

 December 6, 2017

 Page
Two

prices related to such prevailing market prices. The Company hereby confirms that sales may be made only in an “at the market offering” as defined in Rule 415 of the Securities Act
of 1933, as amended (the “Securities Act”), and that if any sales method is deemed not to be an “at the market offering” as defined in Rule 415 of the Securities Act, or if any material information with respect to a
particular offering has been omitted, it will file an additional prospectus supplement at the time of such sales.

 General

2.
We note that you have a pending request for confidential treatment. Please be advised that we will not be in a position to declare your registration statement effective until we resolve any issues concerning the
confidential treatment request.

 Response: The Company acknowledges the Staff’s comment.

Please contact me at (206) 452-8756 with any questions or further comments regarding the responses to
the Staff’s Comments.

 Sincerely,

 /s/ Alan D.
Hambelton

 Alan D. Hambelton

cc:
Marvin L. White, Aptevo Therapeutics Inc.

Shawnte Mitchell, Aptevo Therapeutics Inc.

Cooley LLP   1700 Seventh Avenue   Suite 1900   Seattle, WA   98101-1355

t: (206) 452-8700   f: (206) 452-8800   cooley.com

November 22, 2017
Martin L. White
President and Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Re:Aptevo Therapeutics Inc.
Registration Statement on Form S-3
Filed November 13, 2017
File No. 333-221499
Dear Mr. White:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed on 11/13/17
Cover Page
1.We note your disclosure on the cover page to your equity distribution prospectus
indicating that sales may be made to or through a market maker other than on an
exchange or otherwise, in negotiated transactions at market prices prevailing at the time
of sale or at prices related to such prevailing market prices. Please tell us whether these
sales methods satisfy the "at the market" definition under Rule 415. If any sales method
does not constitute a sales method that is deemed an "at the market" offering as defined
in Rule 415 or if any material information with respect to a particular offering has been
omitted, please confirm that you will file a prospectus supplement at the time of such

 FirstName LastNameMartin L.  White
 Comapany NameAptevo Therapeutics Inc.
 June 16, 2017 Page 2
 FirstName LastName
Martin L.  White
Aptevo Therapeutics Inc.
November 22, 2017
Page 2
sales or tell us why such additional filing would not be necessary.
General
2.We note that you have a pending request for confidential treatment. Please be advised
that we will not be in a position to declare your registration statement effective until we
resolve any issues concerning the confidential treatment request.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christine Westbrook at (202) 551-5019 or Erin Jaskot at (202) 551-
3442 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Alan Hambelton, Esq.

CORRESP
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CORRESP

 2401 4th Avenue Suite 1050

Seattle, Washington 98121

 July 13,
2016

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attention: Ms. Suzanne Hayes

Re:
Aptevo Therapeutics Inc.

Registration Statement on Form 10

Filed April 15, 2016

File No. 001-37746

 Dear Ms. Hayes:

Reference is made to the Registration Statement on Form 10 (File No. 001-37746) (as amended to date, the “Registration
Statement”), filed by Aptevo Therapeutics Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”) on April 15, 2016.

The Company hereby requests that the effective date for the Registration Statement be accelerated to 12:00 p.m., Eastern time, on
July 15, 2016 or as soon as practicable thereafter, pursuant to Section 12(d) of the Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

The Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

•

Staff of the Commission (“Staff”) comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you should have any questions or require any further information regarding this request,
please contact please contact Eric M. Burt, Vice President and Associate General Counsel, Emergent BioSolutions Inc., at (240) 631-3241. In addition, please contact Mr. Burt when this request for acceleration has been granted.

By:

 /s/ Robert G. Kramer

Robert G. Kramer

President

cc:
Bonnie Baynes, Staff Accountant

James Rosenberg, SACA

Josh Samples, Staff Attorney

CORRESP
1
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CORRESPONDENCE

 2401 4th Avenue Suite 1050

Seattle, Washington 98121

 July 7,
2016

 VIA EDGAR SUBMISSION

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
NE, Mail Stop 4720

 Washington, DC 20549

Attention:
Ms. Suzanne Hayes

Assistant Director

Re:
Aptevo Therapeutics Inc.

Amendment No. 2 to Registration Statement on Form 10

Filed June 29, 2016

File No. 001-37746

 Ladies and Gentlemen:

We are submitting this letter in response to comments contained in a letter dated July 5, 2016 from Suzanne Hayes, Assistant Director, of the Staff (the
“Staff”) of the Securities and Exchange Commission to Aptevo Therapeutics Inc. The responses to these comments are set forth below and are keyed to the numbering of the comments and the headings used in the Staff’s 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 addition, provide further disclosure explaining:

•

how much related to clinical trial activities and why you incurred these expenses after FDA approval; and

•

how much related to process development and qualification activities and a more robust description explaining 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.

 Securities and Exchange Commission

July 7, 2016

 Page 2

 Response: In response to the Staff’s comment, upon further review we have
determined the $9 million in IXINITY post-approval research and development expense we disclosed in amendment #2 was incorrect. The corrected amount of IXINITY spend for the period was $8 million. We have updated our disclosure to reflect the
correction. In addition, we have expanded the related disclosure with respect to clinical trial activities and process development and qualification activities. Please find below the Company’s analysis supporting classification of the
approximately $8 million in post–licensure research and development expense in accordance with ASC 730-10:

•

Clinical trial activities:

Ø
Approximately $1 million for activities associated with obtaining licensure of IXINITY for pediatric use (children under the age of 12). Pediatric use is currently not approved by the FDA. These costs are appropriately
classified as research and development in accordance with ASC 730-10-55-1(d) as “testing in search for or evaluation of product or process alternatives”; and

Ø
Approximately $2 million for continued treatment of clinical subjects as part of a post-licensure extension clinical study required by the FDA. These costs are appropriately classified as research and development in
accordance with ASC 730-10-55-1(d).

•

Process development and qualification activities:

Ø
Approximately $2 million for activities associated with ongoing non-clinical process development studies related to the optimization of the manufacturing of bulk drug substance. These costs are appropriately classified
as research and development in accordance with ASC 730-10-55-1(e) as “modification of the formulation or design of a product or process” and ASC 730-10-55-1(c) as “conceptual formulation and design of possible product or process
alternatives”, primarily due to the significant level of uncertainty to successfully complete these activities;

Ø
Approximately $1 million for the continuation of pre-licensure stability study commitments as required by the FDA to demonstrate that IXINITY maintains stability up to and beyond the product’s expiry dating. These
costs are appropriately classified as research and development in accordance with ASC 730-10-55-1(d) as “testing in search for or evaluation of product or process alternatives” as they are a continuation of development activities from our
pre-licensure data package submitted to the FDA; and

Ø
 Approximately $1 million for non-routine process development and qualification costs related to a new fill/finish
facility at Emergent’s Baltimore, Maryland site. The qualification of the facility requires us to develop a new fill/finish process

 Securities and Exchange Commission

July 7, 2016

 Page 3

that will also require inspection and approval by the FDA as a supplement to our Biologics License for IXINITY. The development and qualification of a new fill/finish facility is the equivalent of designing a new
process to produce IXINITY and therefore, in accordance with ASC 730-10-55-1(e), “modification of the formulation or design of a product or process”, is appropriately classified as research and development expense.

In response to the Staff’s comment to 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, we have described above the fill/finish process development and qualification which relates to a new fill/finish facility that is the equivalent
of designing a new process to produce IXINITY. During the year ended December 31, 2014, we incurred manufacturing process development costs associated with responses to FDA complete response letters received which noted deficiencies in the
manufacturing section of our license application. We determined that these costs incurred are appropriately classified as research and development in accordance with ASC 730-10. In addition, during 2014 and through April 2015 (prior to FDA
approval), we incurred approximately $13 million in expenditures associated with pre-approval inventory that we expensed as research and development expense and was characterized in the filing as “manufacturing process development”. These
costs were expensed because the FDA review process had not progressed to a point where regulatory approval was probable. We determined that the costs incurred are appropriately classified as research and development in accordance with ASC 730-10.

 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.

Response: In response to the Staff’s comment, we have disclosed the number of authorized shares and the dollar amount capitalized of Aptevo
Therapeutics Inc. and the names of the legal entities and the assets, liabilities and operations of the certain businesses that are included in the combined financial statements. This disclosure has been updated in both the Audited Combined
Financial Statements on page F-7 and in the Unaudited Condensed Combined Financial Statements on page F-28.

 Securities and Exchange Commission

July 7, 2016

 Page 4

 If you have any questions, or require any additional information, please
contact Eric M. Burt, Vice President and Associate General Counsel, Emergent BioSolutions Inc., at (240) 631-3241.

 By:

 /s/ Robert G. Kramer

Robert G. Kramer

President

cc:
Bonnie Baynes, Staff Accountant

James Rosenberg, SACA

Josh Samples, Staff Attorney

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

CORRESP
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CORRESP

 2401 4th Avenue Suite 1050

Seattle, Washington 98121

 June 28,
2016

 VIA EDGAR SUBMISSION

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
NE, Mail Stop 4720

 Washington, DC 20549

Attention:
Ms. Suzanne Hayes

Assistant Director

Re:
Aptevo Therapeutics Inc.

Amendment No. 1 to Registration Statement on Form 10

Filed May 31, 2016

File No. 001-37746

 Ladies and Gentlemen:

We are submitting this letter in response to comments contained in a letter dated June 16, 2016 from Suzanne Hayes, Assistant Director, of the Staff (the
“Staff”) of the Securities and Exchange Commission to Aptevo Therapeutics Inc. The responses to these comments are set forth below and are keyed to the numbering of the comments and the headings used in the Staff’s 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.

Response: In response to the Staff’s comment, please be advised we have revised our description and definition of the reporting
entity for both the audited and unaudited combined financial statements as “the Biosciences Business of Emergent BioSolutions Inc.” Please see our response to the Staff’s comment 5 below for further information regarding our updated
clarification of the presentation of financial information.

 We have revised the introductory paragraphs to our pro forma financial
information to more adequately describe the legal formation of Aptevo Therapeutics Inc. As of formation and as of March 31, 2016, the newly formed Aptevo Therapeutics Inc. entity did not yet hold any assets or liabilities and had no operations.
Upon completion of all the transactions referred to in the Information Statement in connection with the separation, including the transfer of the assets, liabilities, products, business and activities of the Biosciences Business of Emergent
BioSolutions Inc. from Emergent BioSolutions Inc. and its subsidiaries to Aptevo Therapeutics Inc., Aptevo Therapeutics Inc. will become the holder

Securities and Exchange Commission

June 28, 2016

 Page
 2

of and parent company of the former Biosciences Business of Emergent BioSolutions Inc. In accordance with ASC 805-50-45, these transfers and assignments will be performed and accounted for within
Emergent BioSolutions Inc.’s common control at their recorded amounts.

 The unaudited pro forma balance sheet presentation
incorporates the pro forma adjustments to reflect the planned separation, transition agreements and Emergent BioSolutions Inc.’s capital contributions and pro rata stock distribution in arriving at the unaudited pro forma balance sheet of
Aptevo Therapeutics Inc. as of March 31, 2016 as if the separation occurred on March 31, 2016.

 Additionally, given the recent
clarification of business terms comprising the Manufacturing Services Agreement between Emergent BioSolutions Inc. and Aptevo Therapeutics Inc. and our ability to now estimate the impact the Manufacturing Services Agreement terms would have had on
historical financial results, we have included unaudited pro forma results of operations for the three months ended March 31, 2016 and the year ended December 31, 2015 as if the separation occurred on January 1, 2015. We also included
the placeholder for the disclosure of the pro forma net loss per share information, subject to completion pending the determination of the pro rata distribution ratio of Aptevo Therapeutics Inc. shares of common stock to Emergent BioSolutions Inc.
shareholders.

 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 identify 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.

Response: In response to the Staff’s comment, please be advised that we have revised the disclosure in the noted section related
to our supply agreements with CMC Biologics, Patheon UK Limited and Rovi Contract Manufacturing, S.L. to identify the products that are dependent on each of these agreements and to disclose their material terms.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

 Research and Development
Expenses, 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.

Response: In response to the Staff’s comment, please be advised we have disclosed the nature and amount of IXINITY expenditures
qualifying as research and development expenses, in accordance with FASB Accounting Standards Codification 730, Research and Development (ASC 730), incurred since the April 2015 FDA approval in our IXINITY disclosure within our
Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 102.

Securities and Exchange Commission

June 28, 2016

 Page
 3

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.

 Response: In response to the Staff’s comment, please be advised we have revised the disclosure to indicate
the nature of these manufacturing activities as those related to process development and clinical trial activities of product candidates to clarify that these expenses qualify as research and development expenses in accordance with ASC 730.

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 BioSolutions 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 financial 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 combined in the combined financial statements.

Response: In response to the Staff’s comments, please be advised we have revised our financial statement descriptions, titles and
labels to clarify that the accompanying financial statements are the carve-out, standalone financial statements of the Biosciences Business of Emergent BioSolutions Inc. on a combined basis of presentation and not those of Aptevo Therapeutics Inc.,
the eventual parent company of the transferred business upon completion of the separation. Aptevo Therapeutics Inc. was formed in February 2016 and has no assets, liabilities or results of operations for any period presented. Aptevo Therapeutics
Inc. has a nominal number of outstanding common shares that were issued upon formation. We have updated our disclosures to reflect this information and define related terms in Footnote 1. Nature of Business and Basis of Presentation.

Further to the specific questions:

•

Why it is appropriate to label the financial statements as Aptevo Therapeutics Inc.;

We have removed the Aptevo Therapeutics Inc. descriptor from the label of the financial statements and footnotes. The financial statements
solely reflect the financial position, results of operations and cash flows of the Biosciences Business of Emergent BioSolutions Inc.

•

Why it is appropriate to refer to the historical results presented in the summary and selected combined historical financial information/data and in MD&A elsewhere in the filing as Aptevo;

We have revised our Presentation of Information on page 1 to clarify that our Information Statement filing describes the Biosciences
Business of Emergent

Securities and Exchange Commission

June 28, 2016

 Page
 4

BioSolutions Inc. to be transferred to Aptevo Therapeutics Inc. in the separation. We have also included the revised Bioscience Business of Emergent BioSolutions Inc. historical financial
information reference statements in the introductory paragraphs to the Information Statement Summary on page 9 and to the Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 102.

•

Why you do not include audited financial statements of Aptevo Therapeutics Inc, the company that will serve as the registrant, in the filing; and

Aptevo Therapeutics Inc. was formed in February 2016 and has no assets, liabilities or results of operations. Aptevo Therapeutics Inc. has a
nominal number of outstanding common shares. Therefore, we have determined that the information included within audited financial statements would not be useful to the reader of the financial statements or our Information Statement. We have updated
our disclosure to indicate the following: “Upon formation and to date, Aptevo Therapeutics Inc. has had no assets, liabilities or results of operations and has 1,000 shares of $0.001 par value common stock outstanding.”

•

What entities or businesses are being combined in the combined financial statements.

The historical combined financial statements of the Biosciences Business of Emergent BioSolutions Inc. include the assets, liabilities and
operations of certain businesses and complete legal entities that will be contributed to Aptevo Therapeutics Inc. The legal entities, and the assets, liabilities and operations of certain businesses that are included in the combined financial
statements are as follows:

a)
Emergent Product Development Seattle LLC, a legal entity, which is primarily a research and development company focused on the generation and clinical testing of recombinant protein therapeutics, based on the ADAPTIR
platform, for the treatment of cancer and autoimmune disease.

b)
Cangene Europe Limited, a legal entity, which focuses on hematology (blood disease) therapeutics.

c)
The assets, liabilities and operations of the hyperimmune commercial business contained within Cangene Corporation, Cangene BioPharma Inc. and CNJ Holdings Inc.

And, as of February 2016,

d)
Aptevo Therapeutics Inc., a legal entity, the eventual parent company.

 Please be advised that
the entity organization chart on page 159 has been revised to clarify which businesses and legal entities are included in the combined financial statements.

Securities and Exchange Commission

June 28, 2016

 Page
 5

 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.

Response: In response to the Staff’s comment, please be advised we have included the segment information as Footnote 14. Segment
Reporting, to the audited financial statements.

 If you have any questions, or require any additional information, please contact Eric M.
Burt, Vice President and Associate General Counsel, Emergent BioSolutions Inc., at (240) 631-3241.

By:

 /S/ ROBERT G. KRAMER

Robert G. Kramer

President

cc:
Bonnie Baynes, Staff Accountant

James Rosenberg, SACA

Josh Samples, Staff Attorney

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

CORRESP
1
filename1.htm

CORRESP

 2401 4th Avenue Suite 1050

Seattle, Washington 98121

 May 31,
2016

 VIA EDGAR SUBMISSION

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
NE, Mail Stop 4720

 Washington, DC 20549

Attention:
Ms. Suzanne Hayes

Assistant Director

Re:
Aptevo Therapeutics Inc.

 Registration Statement on Form 10

Filed April 15, 2016

File No. 001-37746

 Ladies and
Gentlemen:

 We are submitting this letter in response to comments contained in a letter dated May 12, 2016 from Suzanne Hayes, Assistant Director, of
the Staff (the “Staff”) of the Securities and Exchange Commission to Aptevo Therapeutics Inc. The responses to these comments are set forth below and are keyed to the numbering of the comments and the headings used in the Staff’s
letter.

 Exhibit 99, Information Statement

Information Statement Summary

1.
Please clarify the meaning of any significant scientific or technical terms the first time they are used in the information statement in order to ensure that lay readers will understand the disclosure. For example,
please define each of the following at their first use in this section or where appropriate in the information statement:

•

bispecific therapeutic

•

T-cell cytotoxicity

•

anti-D product

•

factor IX therapeutic

•

anti-CD37 and anti-CD-20

 Similarly, please revise the information statement to explain the meaning
of any important scientific terms or concepts in your Business discussion that are reasonably likely to unfamiliar to lay readers.

Securities and Exchange Commission

May 31, 2016

 Page
 2

 Response: In response to the Staff’s comment, please be advised that we have
revised the document to define the terms specifically referenced above by the Staff where they are first used in the document. In addition, we have revised the disclosure throughout the document to reduce reliance on significant scientific or
technical terms, or to more concisely explain the meaning of these terms, as requested by the Staff.

 Risk Factors

We have a history of losses and may not be profitable in the future, page 20

2.
Please disclose the total amount of your accumulated deficit.

 Response: In
response to the Staff’s comment, please be advised that we have disclosed our accumulated deficit as of March 31, 2016 of $244.9 million in the noted risk factor. We have also updated the risk factor to include our net loss and net cash
used in our operating activities for the three months ended March 31, 2016.

 Our Biologic Products may face risks of competition from biosimilar
manufacturers, page 24

3.
To help investors better understand the risks presented, please indicate the remaining exclusivity period for each of your Biologic Products in both the United States and Europe Union. Additionally, please indicate
which Biologic Products are sold in the European Union and the percentage of each product’s overall revenues that are derived from European Union sales.

Response: In response to the Staff’s comment, please be advised that we have revised the noted disclosure to indicate the
remaining exclusivity period for each of our Biologic Products in both the United States and the European Union.

 Please be further
advised that WinRho SDF is the only product we sell in the European Union, which is currently sold in Portugal and has provided insignificant revenues to date. We have revised the noted risk factor accordingly. In addition, we have also disclosed
our total revenues by major product and geographic area within our updated “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in response to the Staff’s comment 19 below.

Following the separation, the loss of any of our sole source manufacturers . . ., page 27

4.
To the extent that you are substantially dependent on any sole source suppliers for a material product, please identify the products and the supplier and disclose whether you have long term supply agreements with
these suppliers. If you do, please file the agreements as exhibits or tell us the basis for your determination that they are not required exhibits.

Response: In response to the Staff’s comment, please be advised that we have revised the disclosure related to sole source
suppliers on which we are substantially dependent for our material products: IXINITY, WinRho SDF, HepaGam B and VARIZIG. In addition, we have included disclosure describing any long-term supply agreements with these parties. The new disclosure
appears on page 86, under the heading “Manufacturing – Sources and Availability of Raw Materials.” Please be further advised that we have filed the related supply agreements as Exhibits 10.24 – 10.27 to Amendment No. 1 to
the Registration Statement on Form 10.

Securities and Exchange Commission

May 31, 2016

 Page
 3

 International patent protection is particularly uncertain . . ., page 46

5.
We note your disclosure that your IXINITY product is currently facing opposition proceedings in Europe and that, depending on the final outcome of these proceedings, you may be unable to sell certain factor IX
products in Europe. To help investors better assess this risk, please disclose the percentage of your overall revenues that are derived from products that may be subject to these proceedings.

Response: In response to the Staff’s comment, please be advised that we have revised this risk factor to clarify that we currently
do not have marketing authorization for IXINITY (our only current factor IX product) in Europe, nor do we sell IXINITY in Europe. We have also included an additional risk factor on pages 48-49, which discloses the potential implications of the
opposition proceedings on IXINITY.

 Risks related to Aptevo’s common stock, page 60

6.
Please include a risk factor disclosing the exclusive forum provision provided for in your bylaws.

Response: In response to the Staff’s comment, please be advised that we have included a risk factor on page 65 disclosing the
risks associated with the exclusive forum provision provided for in our by-laws.

 Unaudited Pro Forma Combined Balance Sheet, page 69

7.
Please tell us the basis for reflecting a $20 million note receivable from Emergent upon separation as an asset. It would appear that this is tantamount to a receivable for sale of stock as discussed in SAB 4.E.

 Response: In response to the Staff’s comment, please be advised that we have updated our Unaudited Pro Forma
Combined Balance Sheet as of March 31, 2016 to reflect the $20 million note receivable from Emergent BioSolutions Inc. as a reduction to stockholders’ equity along with an updated footnote reference describing this contribution as paid-in
capital.

 Business

 Overview, page 71

8.
Please clarify whether your current products dependent on the ADAPTIR platform.

Response: In response to the Staff’s comment, please be advised that we have revised the disclosure in the Business section to
specifically identify each current product that is dependent on the ADAPTIR platform. This disclosure appears on pages 74-75.

Securities and Exchange Commission

May 31, 2016

 Page
 4

 Collaboration, Licenses and Support Agreements

Collaboration with MorphoSys AG to Develop MOR209/ES414, page 73

9.
Please briefly disclose the factors that led you to adjust development of MOR209/ES414.

Response: In response to the Staff’s comment, please be advised that we have revised the disclosure in the noted section to
disclose the factors that led us to adjust development of MOR209/ES414.

 Agreements with Emergent for Commercial Manufacturing Services and Transition
Services, page 73

10.
Please disclose the expiration date of the Manufacturing Services Agreement with Emergent following the separation. Additionally, please indicate the extent to which you believe you will rely on Emergent for the
manufacture of future marketed products, including your current product candidates.

 Response: In response to the
Staff’s comment, please be advised that the expiration date of the Manufacturing Services Agreement will be five years following the date of its execution, which is expected to occur on the separation date. The noted section has been revised
accordingly on page 76.

 Please be further advised that this section has been revised to indicate that we will consider contract
manufacturing organizational relationships with third-party providers for our products and product candidates going forward and seek to finalize agreements with the party that provides the best terms and conditions in support of our business.

11.
We note that the agreements you intend to enter into with Emergent include a trademark license agreement and a product license agreement. Please separately describe these agreements, including the provisions that
would allow Emergent to terminate the agreements.

 Response: In response to the Staff’s comment, please be
advised that we have added a description of the provisions that would allow Emergent to terminate the trademark and license agreements to the noted section. We have also added a cross-reference to the section entitled “Certain Relationships and
Related Party Transactions – Intellectual Property Agreements,” which appears on pages 141-142 and contains additional disclosure on the terms of these agreements.

Securities and Exchange Commission

May 31, 2016

 Page
 5

 Platform Technology and Product Portfolio

Product Portfolio, page 74

12.
Please clarify whether you will own the rights to ADAPTIR or whether you will license the rights from Emergent or another party. If you own the rights, please discuss whether you developed it internally or acquired
it from another party.

 Response: In response to the Staff’s comment, please be advised that we have added
the requested disclosure to the noted section. This disclosure appears on page 79.

13.
With regard to your disclosure describing the manner in which each of your products functions, please revise your discussion to reduce your reliance on technical terms or to ensure that your use of technical
terminology is sufficiently comprehensible to lay investors.

 Response: In response to the Staff’s comment,
please be advised that we have revised the disclosure throughout the document to reduce reliance on significant scientific or technical terms, or to more concisely explain the meaning of these terms, as previously noted. Additionally, we have
revised the disclosure in the noted sections to better describe each disease targeted by our products and product candidates and how each product or candidate works to address the particular disease.

Product Portfolio, page 74

14.
To the extent you have experienced any serious adverse events pertaining to your product candidates to date, please include these in your disclosure and consider including a risk factor discussion specific to such
adverse events.

 Response: In response to the Staff’s comment, please be advised that we have revised the
disclosure in the noted section to disclose material adverse events pertaining to our product candidates to date. This disclosure appears on pages 82-83, under the heading “Product Portfolio – Product Candidates – Potential adverse
events related to our product candidates” Please note further that we have expanded our risk factors associated with such adverse events for product candidates, where material to Aptevo given the stage of a product candidate.

15.
Please quantify or further explain the manner in which the Phase 2 clinical trial combining olertuzumab and bendamustine was superior to trials involving bendamustine alone.

Response: In response to the Staff’s comment, please be advised that we have revised the disclosure in the noted section on page
81 to explain the manner in which the Phase 2 clinical trial data showed that the combination of otlertuzumab and bendamustine was superior to trials involving bendamustine alone.

Securities and Exchange Commission

May 31, 2016

 Page
 6

 Management

Executive Officers Following the Separation, page 100

16.
Please expand the description of Mr. Lamothe’s business experience to disclose the years he was the CFO at Cangene Corporation and any additional information required by Item 401(e) of Regulation
S-K.

 Response: In response to the Staff’s comment, please be advised that we have revised the description
of Mr. Lamothe’s business experience in the noted section to disclose the years that he was CFO at Cangene Corporation and the additional information required by Item 401(e) of Regulation S-K.

Executive Compensation

 Summary Compensation Table,
page 120

17.
We note that Mr. White received in excess of $100,000 in “All Other Compensation” for the 2015 fiscal period. Please quantify and disclose in a footnote to the Summary Compensation Table each
perquisite or personal benefit that exceeded $25,000 or 10% of the total amount of perquisites and personal benefits that Mr. White received in 2015 pursuant to Instruction 4 to Item 402(c)(2)(ix) of Regulation S-K.

Response: In response to the Staff’s comment, please be advised that we have revised the disclosure related to
Mr. White’s compensation appearing in the footnote to the Summary Compensation Table to quantify and better describe each compensation element related to amounts disclosed under “All Other Compensation.” Please be further advised
that Mr. White did not receive any perquisite or personal benefit in 2015 that would require disclosure pursuant to Item 402(c)(2)(ix) of Regulation S-K.

Notes to Combined Financial Statements

 Nature of
Business and Basis of Presentation, page F-7

18.
Please tell us how you intend to account for the incorporation of Aptevo in February 2016 within these financial statements upon the issuance of the March 31, 2016 interim financial statements including whether
and, if so, to what extent you will retroactively reflect its capital structure in loss per share for each period presented.

Response: In response to the Staff’s comment, please be advised that we have updated our Notes to Condensed Combined Financial
Statements, Footnote 1. Nature of Business and Basis of Presentation, for the three months ended March 31, 2016, to clarify that the formation of Aptevo as the eventual standalone parent company will be effective upon completion of the spin-off
from Emergent BioSolutions Inc. The newly-formed Aptevo entity does not yet hold any of the certain assets and liabilities of the Emergent BioSolutions Inc. biosciences business. Accordingly, the Aptevo entity is neither the parent company
of nor a new reporting entity for the unaudited March 31, 2016 interim financial statements.

Securities and Exchange Commission

May 31, 2016

 Page
 7

 Summary of significant accounting policies

Segment reporting, page F-13

19.
Please disclose revenue by product as required by ASC 280-10-50-40. In addition, provide disclosure about geographic areas and major customers, as applicable, as required by ASC 280-10-50-41 and 50-42.

 Response: In response to the Staff’s comment, please be advised that we are providing the following segment
reporting information within our updated “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our total revenues by major product and geographic area are as follows:

Year Ended December 31,

(in thousands)

2015

2014

 WinRho

$
14,218

$
17,192

 HepaGam

10,345

10,450

 Other product sales

3,384

2,395

 Total product sales

27,947

30,037

 Collaborations

5,654

15,594

$
33,601

$
45,631

Year Ended December 31,

(in thousands)

2015

2014

 United States

$
21,338

$
30,386

 Canada

8,569

7,794

 Rest of the world

3,694

7,451

$
33,601

$
45,631

 Revenues from our significant customers or collaboration partners as a percentage of total revenues are as
follows:

Year Ended December 31,

2015

2014

 Product Sales:

 Canadian Blood Services

20
%

13
%

 Cardinal Health

14
%

8
%

 ASD Hea

Mail Stop 4720

May 12, 2016

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

Re: Aptevo Therapeutics Inc.
  Registration Statement on Form 10
Filed April 15, 2016
  File No. 001 -37746

Dear Mr. Kramer:

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e 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.

Exhibit 99, Information Statement
Information Statement Summary

1. Please clarify the meaning of any significant scientific or technical terms the first time they
are used in the information statement in order to ensure that lay readers will understand the
disclosure.  For example, please define each of  the following at their first use in this section
or where appropriate in the information statement:

 bispecific therapeutic
 T-cell cytotoxicity
 anti-D product
 factor IX therapeutic
 anti-CD37 and anti -CD-20

Robert G. Kramer
Aptevo Therapeutics Inc.
May 12, 2016
Page 2

 Similarly, please revise the information stateme nt to explain the meaning of any important
scientific terms or concepts in your Business discussion that are reasonably likely to
unfamiliar to lay readers.

Risk Factors
We have a history of losses and may not be profitable in the future, page 20

2. Please disclose the total amount of your accumulated deficit.

Our Biologic Products may face risks of competition from biosimilar manufacturers, page 24

3. To help investors better understand the risks presented, p lease indicate  the remaining
exclusivity period for each of your Biologic Products i n both the United States and Europe
Union.  Additionally, please indicate which Biologic Products are sold in the European
Union and the percentage of each product’s overall revenues that are  derived from European
Union sales.

Following the separation, t he loss of any of our sole source manufacturers…,, page 27

4. To the extent that you are substantially dependent on any sole source suppliers for a material
product, please identify the products and the supplier and disclose whether you have long
term supply  agreements with these suppliers.   If you do, please file the agreements as
exhibits or tell us the basis for your determination that they are not required exhibits.

International patent protection is particularly uncertain . . ., page 46

5. We note your disclosure that your IXINITY product is currently facing opposition
proceedings in Europe and that, depen ding on the final outcome of these proceedings, you
may be unable to sell certain factor IX products in Europe.  To help investors better assess
this risk, please disclose the percentage of your overall revenues that are derived from
products that may be s ubject to these proceedings.

Risks related to Aptevo’s common stock, page 60

6. Please include a risk factor disclosing the exclusive forum provision provided for in your by -
laws.

Unaudited Pro Forma Combined Balance Sheet, page 69

7. Please tell us the basis for reflecting a $20 million note receivable from Emergent upon
separation as an asset. It would appear that this is t antamount to a receivable for sale of stock
as discussed in SAB 4.E.

Robert G. Kramer
Aptevo Therapeutics Inc.
May 12, 2016
Page 3

 Business
Overview, page 71

8. Please clarify whether your current products dependent on the ADAPTIR platform.

Collaboration, Licenses and Support Agreements
Collaboration with MorphoSys AG to Develop MOR209/ES414 , page 73

9. Please briefly disclose the factors that led you to adjust development of MOR209/ES414.

Agreements with Emergent for Commercial Manufacturing Services and Transition Services,
page 73

10. Please disclose the expiration date of the Manufacturing Services A greement with Emergent
following the separation .  Additionally, please indicate the extent to which you believe you
will rely on Emergent for the manufacture of future marketed products, including your
current product candidates.

11. We note that the agreements you intend to enter into with Emergent includ e a trademark
license agreement and a pro duct license agreement.  Please separately describe these
agreements, including the provisions that would allow Emergent to terminate the agreements.

Platform Technology and Product Portfolio
Product Portfolio, page 74

12. Please  clarify whether you will own the rights to ADAPTIR or whether you will license the
rights from Emergent or another party.  If you own the rights, please discuss whether you
developed it internally or acquired it from another party.

13. With regard to your disclosure describing the manner in which each of your p roducts
functions, please revise  your discussion to reduce your reliance on technical  terms or to
ensure that your use of technical terminology is sufficiently comprehensible to lay investors.

Product Portfolio, page74

14. To the extent y ou have experienced any serious  adverse events pertaining to your product
candidates to date, please include these in your disclosure and consider including a risk factor
discussion specific to such adverse events.

15. Please quantify or further explain the manner in which the Phase 2 clinical  trial combining
olertuzumab and bendamustine was superior to trials involving bendamustine alone.

Robert G. Kramer
Aptevo Therapeutics Inc.
May 12, 2016
Page 4

 Management
Executive Officers Following the Separation, page 100

16. Please expand the description of Mr. Lamothe ’s business experience to disclose the years he
was the CFO at Cangene Corporation and any additional information required by  Item 401(e)
of Regulation S -K.

Executive Compensation
Summary Compensation Table, page 120

17. We note that Mr. White received in excess of $100,000 in “All Other Compensation” for the
2015 fiscal period.  Please quantify and disclose in a footnote to the Summary Compensation
Table each perquisite or personal benefit that exceeded $25,000 or 10% of the total amount
of perquisites and personal benefits that Mr. White received in 2015 pursuant to Instruction 4
to Item 402(c)(2)(ix) of Regulation S -K.

Notes to Combined Financial Statements

1.  Nature of Business and Basis of Presentation, page F -7

18. Please tell us how you intend to account for the incorporation of Aptevo in February  2016
within these financial statements upon the issuance of the March 31, 2016 interim financial
statements including whether and, if so, to what extent you will retroactively reflect its
capital structure in loss per share for each period presented.

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

19. Please disclose revenue by product as required by ASC 280 -10-50-40. In addition, provide
disclosure about geographic areas and major customers, as applicable, as required by ASC
280-10-50-41 and 50 -42.

General

20. We will deliver comments to your confidential treatment request under separate cover.

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, Staf f Attorney,  at (202) 551 -3199
or me at (202) 551 -3675 with any other questions.

Robert G. Kramer
Aptevo Therapeutics Inc.
May 12, 2016
Page 5

 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

CORRESP
1
filename1.htm

CORRESP

 April 15, 2016

 BY EDGAR
SUBMISSION

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549

        Re:

 Aptevo Therapeutics Inc.

 Registration Statement
on Form 10

 Ladies and Gentlemen:

Submitted herewith for filing on behalf of Aptevo Therapeutics Inc. (the “Company”), a wholly owned subsidiary of Emergent BioSolutions Inc.
(“Emergent”), is a Registration Statement on Form 10 relating to the registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, of the Company’s common stock, par value $0.001 per share (the
“Registration Statement”).

 This filing is being effected by direct transmission to the Commission’s EDGAR System.

The Registration Statement relates to the proposed distribution by Emergent to its stockholders of all of the shares of the Company’s common stock, as
more fully described in the Registration Statement.

 Please contact the undersigned at (617) 526-6461 or Joseph B. Conahan at (617) 526-6317
with any questions or comments you may have regarding this filing.

 Very truly yours,

/s/ Hal J. Leibowitz

 Hal J. Leibowitz

cc:

 A.B. Cruz, III, Esq., Executive Vice President and General Counsel,

Emergent BioSolutions Inc.

 Eric M.
Burt, Esq., Vice President and Associate General Counsel Legal Affairs and

 Compliance Division, Emergent BioSolutions
Inc.

 Joseph B. Conahan, Esq., Wilmer Cutler Pickering Hale and Dorr LLP