SecProbe.io

<DOCUMENT>
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<TEXT>
 April 24, 2025

John Brancaccio
Interim Chief Executive Officer
Hepion Pharmaceuticals, Inc.
55 Madison Ave., Suite 400 - PMB# 4362
Morristown, NJ 07960

 Re: Hepion Pharmaceuticals, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 16, 2025
Dear John Brancaccio:

 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.

 Sincerely,

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

CORRESP
1
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Laidlaw
& Company (UK) Ltd.

521
5th Ave,

New
York, NY 10175

January
17, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Hepion
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No: 333-284052

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Laidlaw & Company (UK) Ltd.
as Placement Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00pm Eastern Time on January 21, 2025 or as soon thereafter as practicable.

    Very
    truly yours,

    Laidlaw
    & Company (UK) Ltd.

    By:
    /s/
    Hugh Regan

    Name:
     Hugh
    Regan

    Title:
    Executive
    Director

CORRESP
1
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Hepion
Pharmaceuticals, Inc.

c/o
Clementi Associates

919
Conestoga Road

Building
3, Suite 115

Rosemont,
PA 19010

    January
    17, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jason Drory

    Re:
    Hepion
    Pharmaceuticals, Inc.

    Form S-1
    Registration Statement, as amended

    Filed
    December 26, 2024

    File
    No. 333-284052

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Hepion Pharmaceuticals, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Tuesday, January 21, 2025, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    HEPION
    PHARMACEUTICALS, INC.

    By:
    /s/
    John Brancaccio

    Name:
    John
Brancaccio

    Title:
    Interim
    Chief Executive Officer

CORRESP
1
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Laidlaw
& Company (UK) Ltd.

521
5th Ave,

New
York, NY 10175

January
15, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Hepion
    Pharmaceuticals, Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    File
    No: 333-284052 (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 14, 2025, in which Laidlaw & Company (UK) Ltd., as the Placement
Agent, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement for 5:00
pm Eastern Time on January 15, 2025, 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,

    Laidlaw
    & Company (UK) Ltd.

    By:
    /s/
    Hugh Regan

    Name:
    Hugh
Regan

    Title:
    Executive
    Director

CORRESP
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Hepion Pharmaceuticals, Inc.

c/o Clementi Associates

919 Conestoga Road

Building 3, Suite 115

Rosemont, PA 19010

    January 15, 2025

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason Drory

    Re:

    Hepion Pharmaceuticals, Inc.

    Form S-1 Registration Statement, as amended

    Filed December 26, 2024

    File No. 333-284052

Ladies and Gentlemen:

Reference is made to our
letter, filed as correspondence via EDGAR on January 14, 2025, in which we requested acceleration of the effective date of the above-referenced
Registration Statement to January 15, 2025, at 5:00 p.m., Eastern Standard Time. We hereby formally withdraw our previous request for
acceleration.

    HEPION PHARMACEUTICALS, INC.

    By:
    /s/ John Brancaccio

    Name:
    John Brancaccio

    Title:
    Interim Chief Executive Officer

    -1-

CORRESP
1
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Laidlaw
& Company (UK) Ltd.

521
5th Ave,

New
York, NY 10175

  January 14,
  2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Hepion
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No: 333-284052

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Laidlaw & Company (UK) Ltd.
as Placement Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 5:00pm Eastern Time on January 15, 2025 or as soon thereafter as practicable.

    Very
    truly yours,

    Laidlaw
    & Company (UK) Ltd.

    By:
    /s/
    Hugh Regan

    Name:
    Hugh
Regan

    Title:
    Executive
    Director

CORRESP
1
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Hepion
Pharmaceuticals, Inc.

c/o
Clementi Associates

919
Conestoga Road

Building
3, Suite 115

Rosemont,
PA 19010

    January
    14, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jason Drory

    Re:
    Hepion
    Pharmaceuticals, Inc.

    Form S-1
    Registration Statement, as amended

    Filed
    December 26, 2024

    File
    No. 333-284052

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Hepion Pharmaceuticals, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Wednesday, January 15, 2025, or as soon thereafter
as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    HEPION
    PHARMACEUTICALS, INC.

    By:
    /s/
    John Brancaccio

    Name:
    John
Brancaccio

    Title:
    Interim
    Chief Executive Officer

January 2, 2025
John Brancaccio
Interim Chief Executive Officer
Hepion Pharmaceuticals, Inc.
c/o Clementi Associates
919 Conestoga Road
Building 3, Suite 115
Rosemont, PA 19010
Re:Hepion Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed December 26, 2024
File No. 333-284052
Dear John Brancaccio:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jeffrey Fessler

July 12, 2024
John Cavan
Interim Chief Executive Officer
Hepion Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
Re:Hepion Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed July 11, 2024
File No. 333-280752
Dear John Cavan:
            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 Reid

CORRESP
1
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Hepion
Pharmaceuticals, Inc.

399
Thornall Street, First Floor

Edison,
NJ 08837

    July
    12, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jimmy McNamara

    Re:
    Hepion
    Pharmaceuticals, Inc.

    Form
    S-1 Registration Statement

    Filed
    July 11, 2024

    File
    No. 333-280752

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Hepion Pharmaceuticals, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:30 p.m., Eastern Standard Time, on Monday, July 15, 2024, or as soon thereafter as possible.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    HEPION
    PHARMACEUTICALS, INC.

    By:
    /s/
    John Cavan

    Name:
    John
    Cavan

    Title:
    Interim
    Chief Executive Officer

CORRESP
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Hepion Pharmaceuticals, Inc.

399 Thornall Street, First Floor

Edison, NJ 08837

    November 6, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:
    Hepion Pharmaceuticals, Inc.

    Form S-1 Registration Statement

    Filed October 31, 2023

    File No. 333-275231

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Hepion Pharmaceuticals, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Standard Time, on Wednesday, November 8, 2023, or as soon thereafter as possible.

Please notify Jeffrey Fessler
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    HEPION PHARMACEUTICALS, INC.

    By:
    /s/ Robert Foster

    Name:
    Robert Foster

    Title:
    Chief Executive Officer

    -1-

United States securities and exchange commission logo
November 3, 2023
Robert Foster, Ph.D.
Chief Executive Officer
Hepion Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
Re:Hepion Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed October 31, 2023
File No. 333-275231
Dear Robert Foster:
            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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey J. Fessler, Esq.

CORRESP
1
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Hepion Pharmaceuticals, Inc.

399 Thornall Street, First Floor

Edison, NJ 08837

    November 22, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:
    Hepion Pharmaceuticals, Inc.

    Amendment No. 1 to Form S-3 Registration Statement

    Filed November 19, 2021

    File No. 333-254996

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Hepion Pharmaceuticals, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Standard Time, on Wednesday, November 24, 2021, or as soon thereafter as possible.

Please notify Jeffrey Fessler
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    HEPION PHARMACEUTICALS, INC.

    By:
    /s/ Robert Foster

    Name:
    Robert Foster

    Title:
    Chief Executive Officer

    -1-

United States securities and exchange commission logo
April 7, 2021
Robert Foster, Ph.D.
Chief Executive Officer
Hepion Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
Re:Hepion Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 2, 2021
File No. 333-254996
Dear Dr. Foster:
            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 Tim Buchmiller at (202) 551-36735 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey J. Fessler, Esq.

CORRESP
1
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November 20, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Hepion Pharmaceuticals, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-249724

    Acceleration Request

    Requested Date: November 24, 2020

    Requested Time: 5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced
Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative
of the underwriters, hereby join in the request of Hepion Pharmaceuticals, Inc. that the effective date of the Registration Statement
be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time (US), on November 24, 2020, or as soon thereafter
as practicable.

Pursuant to Rule 460 under the Act, we wish
to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representative of the
underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY

    a division of Fordham Financial Management, Inc.

    By:
    /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking

    ThinkEquity
    17 State Street, 22nd Floor

    A division of Fordham Financial Management, Inc.
    New York, NY 10004

    Member FINRA – SIPC
    Tel: 646-968-9355

CORRESP
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HEPION PHARMACEUTICALS, INC.

399 Thornall
Street, First Floor

Edison, NJ 08837

    November 20, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

Attention: Deanna Virginio

 Re: Hepion Pharmaceuticals, Inc.

Registration Statement
on Form S-1, as amended

File No. 333-249724

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Hepion Pharmaceuticals, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m.., Eastern Standard Time, on Tuesday, November 24, 2020, or as soon thereafter
as possible.

Please notify Jeffrey
Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank you,

    HEPION PHARMACEUTICALS, INC.

    By:
    /s/ Robert Foster

    Name: Robert Foster

    Title: Chief Executive Officer

United States securities and exchange commission logo
November 4, 2020
Robert Foster
Chief Executive Officer
Hepion Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
Re:Hepion Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed October 29, 2020
File No. 333-249724
Dear Mr. Foster:
            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 Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler, Esq.

CORRESP
1
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ContraVir Pharmaceuticals, Inc.

399 Thornall Street

Edison, NJ 08837

June 14, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dorrie Yale

Re:                             ContraVir Pharmaceuticals, Inc.

Form S-1, as amended

File No. 333-231604

Dear Ms. Yale:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), ContraVir Pharmaceuticals, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:30 p.m., Eastern Standard Time, on Monday, June 17, 2019, or as soon thereafter as possible.

Please notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Thank   you,

CONTRAVIR   PHARMACEUTICALS, INC.

By:

/s/   Robert Foster

Name:

Robert Foster

Title:

Chief   Executive Officer

CORRESP
1
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ContraVir Pharmaceuticals, Inc.

399 Thornall Street

Edison, NJ 08837

June 13, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dorrie Yale

Re:              ContraVir Pharmaceuticals, Inc.

Form S-1, as amended

File No. 333-231604

Dear Ms. Yale:

ContraVir Pharmaceuticals, Inc. (the “Company”) hereby respectfully withdraws its request, dated June 12, 2019, that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Thursday, June 13, 2019. The Company intends to submit a revised acceleration request at a later date.

Please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any questions with respect to this request.

Thank   you,

CONTRAVIR   PHARMACEUTICALS, INC.

By:

/s/   Robert Foster

Name:

Robert Foster

Title:

Chief   Executive Officer

CORRESP
1
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ContraVir Pharmaceuticals, Inc.

399 Thornall Street

Edison, NJ 08837

June 12, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dorrie Yale

Re:                             ContraVir Pharmaceuticals, Inc.

Form S-1, as amended

File No. 333-231604

Dear Ms. Yale:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), ContraVir Pharmaceuticals, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:30 p.m., Eastern Standard Time, on Thursday, June 13, 2019, or as soon thereafter as possible.

Please notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Thank   you,

CONTRAVIR   PHARMACEUTICALS, INC.

By:

/s/   Robert Foster

Name:

Robert Foster

Title:

Chief   Executive Officer

CORRESP
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ContraVir Pharmaceuticals, Inc.

399 Thornall Street

Edison, NJ 08837

June 5,   2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dorrie Yale

Re:

ContraVir Pharmaceuticals, Inc.

Form S-1

File No. 333-231604

Dear Ms. Yale:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), ContraVir Pharmaceuticals, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:30 p.m., Eastern Standard Time, on Thursday, June 6, 2019, or as soon thereafter as possible.

Please notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Thank   you,

CONTRAVIR   PHARMACEUTICALS, INC.

By:

/s/   Robert Foster

Name: Robert Foster

Title:   Chief Executive Officer

CORRESP
1
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ContraVir Pharmaceuticals, Inc.

399 Thornall Street

Edison, NJ 08837

June 5, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dorrie Yale

Re:                             ContraVir Pharmaceuticals, Inc.

Form S-1

File No. 333-231604

Dear Ms. Yale:

ContraVir Pharmaceuticals, Inc. (the “Company”) hereby respectfully withdraws its request, dated June 5, 2019, that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Thursday, June 5, 2019. The Company intends to submit a revised acceleration request at a later date.

Please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any questions with respect to this request.

Thank   you,

CONTRAVIR   PHARMACEUTICALS, INC.

By:

/s/   Robert Foster

Name: Robert Foster

Title:   Chief Executive Officer

May 24, 2019
Robert Foster
President and Chief Executive Officer
ContraVir Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
Re:ContraVir Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 20, 2019
File No. 333-231604
Dear Dr. Foster:
            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 Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jeffrey J. Fessler, Esq.

CORRESP
1
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April 22, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention: Todd Schiffman

Re:                             ContraVir Pharmaceuticals, Inc.

Registration Statement on Form S-1, as amended

File No. 333-229416

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), ContraVir Pharmaceuticals, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m. (EDT) on Wednesday April 24, 2019, or as soon thereafter as possible.

Please notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at 212-634-3067  as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Thank you,

CONTRAVIR   PHARMACEUTICALS, INC.

By:

/s/ Robert Foster

Name:

Robert Foster

Title:

Chief Executive Officer

1

CORRESP
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ContraVir Pharmaceuticals, Inc.

399 Thornall Street

Edison, NJ 08837

February 13, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Todd Schiffman

Re:

ContraVir Pharmaceuticals, Inc.

Form S-3

File No. 333-229534

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), ContraVir Pharmaceuticals, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Standard Time, on Thursday, February 14, 2019, or as soon thereafter as possible.

Please notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Thank   you,

CONTRAVIR   PHARMACEUTICALS, INC.

By:

/s/   Robert Foster

Name:

Robert Foster

Title:

Chief   Executive Officer

February 11, 2019
Robert Foster
Chief Executive Officer
ContraVir Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
Re:ContraVir Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed on January 29, 2019
File No. 333-229416
Dear Mr. Foster:
            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
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ContraVir Pharmaceuticals, Inc.

399 Thornall Street, First Floor

Edison, New Jersey 08837

June 13, 2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Ada D. Sarmento

Re:                             ContraVir Pharmaceuticals, Inc.

Registration Statement on Form S-1, as amended

File No. 333-225041

Dear Ms. Sarmento:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), ContraVir Pharmaceuticals, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 P.M., Eastern Daylight Time, on Thursday, June 14, 2018, or as soon thereafter as possible.  The Company acknowledges that: 1) should the Commission or 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; 2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 3) the Company may not assert 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. Please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP with any questions or comments at (212) 653-8700. Thank you for your assistance with this filing.

CONTRAVIR   PHARMACEUTICALS, INC.

By:

/s/   James R. Sapirstein

Name: James R. Sapirstein

Title:   Chief Executive Officer

CORRESP
1
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ContraVir Pharmaceuticals, Inc.

399 Thornall Street, First Floor

Edison, NJ 08837

May 30, 2018

Ms. Ada D. Sarmento

Ms. Mary Beth Breslin

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F. Street, NE

Washington, DC 20549

Re:                             ContraVir Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed May 18, 2018

File No. 333-225041

Dear Ms. Sarmento and Ms. Breslin:

This letter sets forth the response of ContraVir Pharmaceuticals, Inc., a  Delaware corporation (the “Company” or “we”), to the comment received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 25, 2018 (“Comment Letter”) concerning the Company’s registration statement on Form S-1.  In conjunction with this letter, the Company is submitting an amended draft registration statement on Form S-1 (the “Registration Statement”) to the Commission.  For convenient reference, we have set forth below in bold each of the Staff’s comments set forth in the Comment Letter and have set forth our responses to the numbering of the comments and the headings used in the Comment Letter.

Registration Statement on Form S-1

Information Incorporate by Reference, page 60

1.                                      Please incorporate by reference your Current Reports on Form 8-K filed on August 3, 2017 and September 11, 2017 or provide us your analysis explaining why incorporating these two filings is not required.  Refer to Item 12(a)(2) of Form S-1.

Response: We have added the Current Reports on Form 8-K filed on August 3, 2017 and September 11, 2017 to the Incorporation by Reference section in Amendment No. 1 to Form S-1.

****

1

If you have any further comments and/or questions, please contact the undersigned at (212) 634-3067.

Very truly yours,

/s/ Jeffrey Fessler

Jeffrey Fessler

cc:                                James Sapirstein, CEO

2

May 25, 2018
James R. Sapirstein
Chief Executive Officer
ContraVir Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
Re:ContraVir Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 18, 2018
File No. 333-225041
Dear Mr. Sapirstein:
            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.
Registration Statement on Form S-1
Information Incorporated by Reference, page 60
1.Please incorporate by reference your Current Reports on Form 8-K filed on August 3,
2017 and September 11, 2017 or provide us your analysis explaining why incorporating
these two filings is not required.  Refer to Item 12(a)(2) of Form S-1.
            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

 FirstName LastNameJames R. Sapirstein
 Comapany NameContraVir Pharmaceuticals, Inc.
 May 25, 2018 Page 2
 FirstName LastName
James R. Sapirstein
ContraVir Pharmaceuticals, Inc.
May 25, 2018
Page 2
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625
with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jeffrey J. Fessler, Esq.

CORRESP
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ContraVir Pharmaceuticals, Inc.

399 Thornall Street, First Floor

Edison, New Jersey 08837

March 16, 2015

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Alla Berenshteyn

Re:

ContraVir Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-202625

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), ContraVir Pharmaceuticals, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 9 a.m., Eastern Daylight Time, on Wednesday, March 18, 2015, or as soon thereafter as possible.  The Company acknowledges that: 1) should the Commission or 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; 2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 3) the Company may not assert  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.

CONTRAVIR   PHARMACEUTICALS, INC.

By:

/s/   James R. Sapirstein

Name: James R. Sapirstein

Title:   Chief Executive Officer

March 12 , 2015

Via E -mail
Jame s R. Sapirstein
Chief Executive Officer
ContraVir Pharmaceuticals, Inc .
399 Thornall Street, First Floor
Edison, New Jersey 08837

Re: ContraVir  Pharmaceuticals, Inc.
  Registration Statement on  Form S -3
Filed  March 9 , 2015
  File No.  333-202625

Dear Mr. Sapirstein :

We have limited our review of you r registration statement to the issue  we have addressed
in our comment .

After reviewing any amendment to your registration statement and the information you
provide in response to our comment , we may have additional comments.

General

1. We note that you have a pending co nfidential treatment request.  Please be advised that
we will not be in a position to accelerate the effectiveness of your registration statement
until we have completed processing your confidential treatment request.

We urge all persons who a re responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  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.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending regist ration statement please provide a written statement from the company
acknowledging that:

 should the Commission or 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;

James R. Sapirstein
ContraVir Pharma ceuticals, Inc.
March 12 , 2015
Page 2

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

 the company 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilit ies under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to  the requested effective date of the
registration statement.

Please contact Alla Berenshteyn  at (202) 551 -4325  or me at (202) 551 -3715  with any
other questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jeffrey J. Fessler, Esq.
 Stephen A. Cohen , Esq.
 Sichenzia Ross Friedman Ference LLP

October 2 7, 2014

Via E -mail
Gary S. Jacob
Chief Executive Officer  and Director
ContraVir Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, New Jersey 08837

Re: ContraVir Pharmaceuticals, Inc.
  Preliminary Proxy  Statement on Schedule 14 A
Filed  October 17, 2014
  File No.  000-55020

Dear Mr. Jacob :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with r espect to the company or the filing 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.  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 rules require.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Jeffrey Fessler
Sichenzia Ross Friedman  Ference LLP
61 Broadway, 32nd  Floor
New York, NY 10006

October 22, 2014

Via E -mail
Gary S. Jacob
Chief Executive Officer  and Director
ContraVir Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, New Jersey 08837

Re: ContraVir Pharmaceuticals, Inc.
  Preliminary Proxy  Statement on Schedule 14 A
Filed  October 17, 2014
  File No.  000-55020

Dear Mr. Jacob :

We have limited our review of your proxy  statement to the issue s we have addressed in
our comment s.  Please respond to this letter by amending your proxy  statement as requested .  If
you do not  believe these comment s apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in a response.

After reviewing any amendment to your proxy  statement or your response to these
comment s, we may have  addition al comment s.

Proposal 6: Amendment to our Certificate of Incorporation to Authorize a Reverse Stock Split,
page 18

1. Please amend your disclosure to state the number of authorized shares that will become
available for issuance as a result of  the reverse stock split  at each of the possible ratios.

2. Please amend your disclosure  to state whether or not you have any current plans,
agreements, understandings, etc. with respect to the authorized shares that will be come
available for issuance  after the reverse stock split has been implemented .  If you have any
such plans, agreements, understandings, etc., please  describe them.

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 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 mad e.

Gary S. Jacob
ContraVir Pharmaceuticals, Inc.
October 22, 2014
Page 2

  In responding to our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response t o staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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.

Please contact S cot Foley  at (202) 551 -3383  or me at (202) 551 -3715  with any questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Jeffrey Fessler
Sichenzia Ross Friedman  Ference LLP
61 Broadway, 32nd  Floor
New York, NY 10006

February 3, 2014

Via E -Mail
Bernard F. Denoyer
Senior Vice President, Finance
Synergy Pharmaceuticals Inc.
420 Lexington Avenue
Suite 2012
New York, NY 10170

Re: ContraVir  Pharmaceuticals, Inc.
Form 10 -12G
Filed August 8, 2013
File No. 000-55020

Dear Mr. Denoyer :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing 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.  We u rge 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 rules require.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedle r
Assistant Director

cc:  Via E -mail
Jeffrey Fessler
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006

December 11 , 2013

Via E -Mail
Bernard F. Denoyer
Senior Vice President, Finance
Synergy Pharmaceuticals Inc.
420 Lexington Avenue
Suite 2012
New York, NY 10170

Re: ContraVir  Pharmaceuticals, Inc.
 Amendment No. 3  to Form 10
Filed November 21 , 2013
File No. 000 -55020

Dear Mr. Denoyer:

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

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these comments, w e may have additional comments.

Form 10 -12G/A

1. Please file the amendment, dated March 27, 2007, to the Patent and Technology License
Agreement between Cardiff and Contravir Research Incorporated (the Cardiff
Agreement) as an exhibit to your Form 10 -12G.

Exhibit 99.1 Information Statement
Business, page 46

2. In your description of the BMS Agreement, please expand your disclosure to provide:

 the total remaining amount of milestones payments that could be payable to BMS,
if less than the $9 million figure  disclosed on page 46;
 the duration of milestone and royalty obligations owed to BMS; and

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
December 11 , 2013
Page 2

  the respective rights of the parties to terminate the agreement and remaining
obligations thereunder.

3. In your description of the Cardiff Agreement, please expand yo ur disclosure to provide:

 the precise nature and scope of the intellectual property licensed;
 the duration of the agreement and royalty term;
 the respective rights of the parties to terminate the agreement; and
 any material performance or financial obligations that must be satisfied in order to
maintain the license.

FV-100, page 46

4. We note your response to our prior comment 2 and associated revisions to pages 47 and
49 of the Information Statement.  Please revise your description of the prior FV -100
studies to include all of the information from your response.  In particular, you sho uld
include mention that the FDA has not officially recognized “numerically favorable
treatment difference” or “relative treatment difference” as standards and that the FDA
does not expect statistical significance in Phase 2 clinical trials.

Intellectual  Property, page 50

5. It appears that Cardiff and Rega Foundation were the joint owners of the patent rights and
technology rights sub -licensed to Contravir Research Incorporated in 2005 under the
terms of the Patent and Technology License Agreement between Cardiff and Contravir
Research Incorporated.  Please revise your disclosure of this license agreement to state
that Cardiff and Rega were joint owners and discuss the nature of this joint ownership as
it exists today and any rights retained in the intellec tual property by Rega, a successor in
interest, or a licensee thereof.

6. In addition, please disclose the history of the conveyance of rights to the intellectual
property covered by the Cardiff agreement beginning with its original owners and
including the license to Contravir Research Incorporated and subsequent transfers to
Inhibitex, BMS, Synergy and ContraVir.

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 t he information the Securities Exchange Act of
1934 and all applicable 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.

In responding to our comments, please provide a written statement from the company
acknowledging that:

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
December 11 , 2013
Page 3

  the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes  to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under th e federal securities laws of the United States.

Please contact Christina De Rosa at (202) 551 -3577, Dan Greenspan at (202) 551 -3623 or
me at (202) 551 -3710 with any questions.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 Jeffre y Fessler
 Sichenzia Ross Friedman Ference LLP
 61 Broadway, 32nd Floor
New York, NY  10006

November 4 , 2013

Via E -Mail
Bernard F. Denoyer
Senior Vice President, Finance
Synergy Pharmaceuticals Inc.
420 Lexington Avenue
Suite 2012
New York, NY 10170

Re: ContraVir  Pharmaceuticals, Inc.
 Amendment No. 2 to Form 10
Filed October 22, 2013
File No. 000 -55020

Dear Mr. Denoyer:

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

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these comments, w e may have additional comments.

Business, page 43

FV-100, page 44

1. We note your response to our prior Comment 5. Please expand your disclosure to include
the maximum total milestone payments you could potentially owe to Bristol -Meyers
Squibb Company (B MS), a description of the potential royalties within 10%, such as
single -digits, teens, twenties, etc., and the termination provisions of your Asset Purchase
Agreement with BMS.

2. We note your response to our prior Comment 6. Please disclose whether “numeri cally
favorable treatment difference” or “relative treatment difference” are standards
recognized by the FDA or any comparable regulatory agency.

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
November 4, 2013
Page 2

 3. We note your response to our prior Comment 10. Please  define the following
abbreviations used in the tables o n page 47:

 “S.E.;”
 “AE;” and
 “SAE.”

Intellectual Property, page 48

4. We note  your response to our prior Comment 11. Please revise your disclosure to state
clearly whether your foreign granted patents related to FV -100 are licensed or owned. If
licensed, pl ease identify the licensor.

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.

In responding to our comments, please provide a written statement from the com pany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect t o the filing; 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.

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
November 4, 2013
Page 3

Please contact Christina De Rosa at (202) 551 -3577, Dan Greenspa n at (202) 551 -3623 or
me at (202) 551 -3710 with any questions.

Sincerely,

 /s/ Daniel  Greenspan  for

 Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 Jeffrey Fessler
 Sichenzia Ross Friedman Ference LLP
 61 Broadway, 32nd Floor
New York, NY  10006

October 10 , 2013

Via E -Mail
Bernard F. Denoyer
Senior Vice President, Finance
Synergy Pharmaceuticals Inc.
420 Lexington Avenue
Suite 2012
New York, NY 10170

Re: ContraVir  Pharmaceuticals, Inc.
 Amendment No. 1 to Form 10
Filed September 20, 2013
File No. 000 -55020

Dear Mr. Denoyer:

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

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these comments, w e may have additional comments.

Exhibit 99.1 Information Statement

1. We note your discussion on page 50 concerning the need for an Investigational New
Drug application (IND), which must be reviewed by the FDA and become effective
before the commencement of human clinical trials. Throughout the Information
Statement where you discuss your clinical development program for FV -100 and
contemplated future clinical studies, please disclose whether you have an active IND
allowing you to conduct such studies.  If  so, please indicate when the IND was filed and
identify the trial sponsor. If not, please state when you expect to file any necessary INDs.

2. We note your response to our prior Comment 6. Please  disclose the requirements for
quotation on the OTCBB. Pleas e also clarify what you mean by “shortly” after the
distribution.

Bernard F. Denoyer
Synergy Pharmaceuticals Inc.
October 10, 2013
Page 2

 Information Statement Summary, page 9

3. We note your response to our prior Comment 7. Please provide an explanation of the
following scientific terms the first time they are used in the Info rmation Statement:

 “prodromal;”
 “PCR ( -);”
 “PCR (+);” and
 “moiety”

Risk Factors
“We have limited capacity for recruiting and managing trials…,” page 16

4. We note your response to our prior Comment 12. Please conform your disclosure in this
risk factor to reflect the information disclosed under “If our product candidate is unable
to compete…” on page 21 that specifies your knowledge of a potential competing
product, valomaciclovir, being developed by Epiphany Pharmaceuticals.

Business, page 44

5. We note your response to our prior Comment 17. Please expand your disclosure to
include the material obligations to BMS that you assumed from Synergy pursuant to the
Contribution Agreement, as amended and restated.  This includes, for example, a
description of material liabilities under the BMS Agreement, the aggregate remaining
milestone payments and royalties on net sales that may be due to BMS.  Please also
disclose  the duration of any ongoing obligations that will be owed by ContraVir to BMS
and provisions relating to their termination.

6. We note your response to our prior Comment 20.  Please specify what numerically
favorable treatment differences were observed with  respect to the primary endpoint in the
Phase 2 study conducted by Inhibtex. Please also disclose whether “numerically
favorable treatment difference” or “relative treatment difference” are standards
recognized by the FDA or any comparable regulatory agenc y.

Overview, page 44

7. We note  your response to our prior Comment 22. Please  identify the preclinical studies
you reference that demonstrated the “significant” comparative potency of FV -100 against
existing approved drugs for the treatment of shingles and specify the sponsor of these
trials.

Bernard F. Denoyer
Synergy Pharmaceuticals Inc.
October 10, 2013
Page 3

 FV-100, page 44
FV-100 Efficacy Summary, page 46

8. We note  your response to our prior Comment 24. Please explain the concept of
“statistical significance” as used throughout the filing.

9. We note your response to our pri or Comment 25. Please  clarify, either in the narrative or
in explanatory footnotes to your tables, what the information in each of the columns
means. A lay reader may have difficulty interpreting the data provided.  For example, in
the first column of the first table, the meaning of “Score AUC ± S.E.” may be unclear,
which obscures the meaning and significance of the numerical data in the column.

10. We note your response to our prior Comment 26. Please  define abbreviations used in the
tables.

Intellectual Pr operty, page 48

11. We note  your response to our prior Comment 27. Please revise your disclosure to state
clearly whether your patents related to FV -100 are licensed or owned. If licensed, please
identify the licensor.

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.

In responding to our comments, please provide a written statement from the com pany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect t o the filing; 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.

Bernard F. Denoyer
Synergy Pharmaceuticals Inc.
October 10, 2013
Page 4

Please contact Christina De Rosa at (202) 551 -3577, Dan Greenspa n at (202) 551 -3623 or
me at (202) 551 -3710 with any  questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jeffrey Fessler
 Sichenzia Ross Friedman Ference LLP
 61 Broadway, 32nd Floor
New York, NY  10006

CORRESP
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CONTRAVIR PHARMAECUTICALS, INC.

420 LEXINGTON AVENUE, SUITE 2012

NEW YORK, NEW YORK 10170

September 20, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:                 Jeffrey P. Riedler, Assistant Director

Dan Greenspan

Christina DeRosa

Re:                     ContraVir Pharmaceuticals, Inc.

Form 10-12G

Filed August 8, 2013

File No. 000-55020

Ladies and Gentlemen:

The following responses address the comments of the reviewing Staff of the Securities and Exchange Commission (“Commission”) as set forth in a comment letter dated September 5, 2013 (the “Comment Letter”) relating to the Registration Statement on Form 10 (the “Form 10”) of ContraVir Pharmaceuticals, Inc. (the “Company”). The answers set forth herein refer to each of the Staff’s comments by number.

General

1.            Pursuant to section 12(g)(1) of the Exchange Act, your registration statement will become effective by operation of law 60 days after the date filed, at which time you will be required to begin filing all of the reports mandated by Section 12(g) of the Securities Exchange Act of 1934.

Response

The Company acknowledges the Staff’s comment and understands it will be a reporting company beginning on the 60th day after the filing of the Form 10.

2.            Unless otherwise indicated, references to page references and captions in this letter are to the information statement filed as exhibit 99.1.

Response

The Company acknowledges the Staff’s comment.

3.            Please note that where we provide examples to illustrate what we mean by our comments, they are examples and not exhaustive lists. If our comments are applicable to portions of the filing that we have not cited as examples, please make the appropriate changes in accordance with our comments.

Response

The Company acknowledges the Staff’s comment.

Securities and Exchange Commission

Page 2 of 9

September 20, 2013

4.            Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, please disclose in the beginning of your registration statement that you are an emerging growth company and revise your registration statement to:

·                    Describe how and when a company may lose emerging growth company status;

·                    Briefly describe the various exemptions that are available to you, such as exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and

·                     State your election under Section 107(b) of the JOBS Act:

o If you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b), include a statement that the election is irrevocable; or

o If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(I), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a similar statement in your critical accounting policy disclosures.

In addition, consider describing the extent to which any of these exemptions are available to you as a Smaller Reporting Company.

Response

The Company acknowledges the Staff’s comment and has updated pages 1, 12, 39 and 42 of the Form 10 in accordance with the Staff’s comment.

5.          Please advise us whether Synergy and ContraVir will enter into a formal separation and distribution agreement that will govern the terms of the contemplated spin-off. If there is such an agreement, please file it as an exhibit to your Form 10 and provide appropriate disclosure of the material terms of the agreement in your Information Statement. We may have further comments based on your response.

Response

The Company acknowledges the Staff’s comment and advises the Staff that currently there is no plan for Synergy and the Company to enter into a formal separation and distribution agreement regarding the contemplated spin-off since there is no operating business being transferred to the Company in connection with the proposed spin-off.

Exhibit 99.1 Information Statement

6.           We note your disclosure in several places throughout the Information Statement that you anticipate that ContraVir common stock will be quoted on the OTC Bulletin Board shortly after the distribution is completed. Please disclose the requirements for quotation on the OTCBB and the basis for your expectation that ContraVir shares will be quoted on the OTCBB within a short time following the distribution. Please also clarify what you mean by “shortly” after the distribution.

Securities and Exchange Commission

Page 3 of 9

September 20, 2013

Response

The Company acknowledges the Staff’s comment and has updated pages 1, 6, 39, 40 and 66 of the Form 10 in accordance with the Staff’s comment.

Information Statement Summary

Our Company, page 5

7.                 To the extent practicable, please minimize the use of highly technical terminology in this section and elsewhere in the Information Statement that may be unfamiliar to lay investors. If the use of such terms is necessary, please give the meaning and significance of such terms in plain language that may be understood by a person not acquainted with this industry or scientific field. For example, an explanation of the following scientific terms and phrases should accompany their first usage in the Information Statement:

· “nucleoside analogue prodrug of CF-1743;”

· “post-herpetic neuralgia;”

· “prodromal;”

· “last observation carried forward methodology;” and

· “top-line” adverse event findings

Response

The Company acknowledges the Staff’s comment and has updated pages 9, 10, 11, 44, 45, 46 and 47 of the Form 10 in accordance with the Staff’s comment.

8.                 Please revise to spell out and define any terms, such as “post-herpetic neuralgia,” that will later be abbreviated throughout the filing. Please ensure that this long-form identification and definition accompanies the first usage of each such term in your document.

Response

The Company acknowledges the Staff’s comment and has updated pages 9, 10 and 44 of the Form 10 in accordance with the Staff’s comment.

Risk Factors

9.                    Please add a risk factor addressing the fact that all of your assets, including your intellectual property, have been pledged as collateral to Synergy to secure your obligations under the June 5, 2013 Loan and Security Agreement and that failure to make payment to Synergy when due could jeopardize the ownership of your assets and have a material adverse effect on your business.

Response

The Company acknowledges the Staff’s comment and has updated page 35 of the Form 10 in accordance with the Staff’s comment.

“We have incurred significant losses since inception...,” page 10

10.          Please expand your risk factor to disclose that your auditors have expressed substantial doubt about your ability to continue as a going concern.

Securities and Exchange Commission

Page 4 of 9

September 20, 2013

Response

The Company acknowledges the Staff’s comment and has updated page 10 of the Form 10 in accordance with the Staff’s comment.

“If third party vendors upon whom we rely...,” page I I

11.   We note your disclosure that you rely on third parties to conduct your preclinical studies and clinical trials. Please identify the specific suppliers of the critical activities on which you rely. In addition, to the extent that you are substantially dependent on any of these relationships, please file any underlying agreement with these parties as an exhibit to your registration statement.

Response

The Company acknowledges the Staff’s comment and has updated page 16 of the Form 10 in accordance with the Staff’s comment.

“We have limited capacity for recruiting and managing trials...,” page 11

12.   We note your disclosure that you may be at a competitive disadvantage. Please disclose whether you know of any competitors who have conducted or are conducting clinical trials for products that will compete with your product candidate.

Response

The Company acknowledges the Staff’s comment and has updated pages 16 and 17 of the Form 10 in accordance with the Staff’s comment.

“We have limited experience in the development of small molecule...,” page 12

13.   We note that this risk factor, as well as the risk factors on page 18 and 26 under the respective headings “If we are unable to retain or attract key employees...” and “If we fail to attract and keep senior management...,” are substantially similar. Accordingly, please consolidate into a single risk factor your discussion of the risk of failing to attract or retain key personnel. In such risk factor, please disclose the names of any key personnel and address whether you have had difficulty attracting employees, consultants, third-party contractors, or other key personnel in the past.

Response

The Company acknowledges the Staff’s comment and has updated pages 17 and 18 of the Form 10 in accordance with the Staff’s comment.

“The regulatory approval processes of the FDA and comparable foreign authorities...,” page 13

14.   We note your disclosure that you “plan to seek regulatory approval to commercialize [your] product candidate both in the United States. the European Union and in additional foreign countries.” Please identify the countries outside of the United States and the European Union, if known, in which you intend to seek regulatory approval to commercialize your product candidate. Please revise your statements on pages 15 and 45 to conform to this expanded disclosure.

Response

The Company acknowledges the Staff’s comment and has updated page 20 of the Form 10 in accordance with the Staff’s comment.

Securities and Exchange Commission

Page 5 of 9

September 20, 2013

Risks Related to our Relationship with Synergy, page 29

15.   Please include a risk factor disclosing that the separation will take effect without a shareholder vote and, consequently, a shareholder’s sole recourse will be to divest itself of your parent company’s common stock in advance of the record date.

Response

The Company acknowledges the Staff’s comment and has updated page 37 of the Form 10 in accordance with the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition and Plan of Operations, pages 34-36

Fair Value of Stock-Based Compensation Awards

16.   Although you disclose in the notes to financial statements that the Company does not have any outstanding stock options or warrants as of June 30, 2013, please include an itemized chronological schedule covering any equity instruments that have been or will be issued as of the most recent date available (including stock units, options, warrants, etc.) and include the following information separately for each equity instrument issuance:

· The date of the transaction;

· The number of equity instruments issued or options granted;

· The exercise price of equity instruments granted if applicable;

· The fair value of the common stock on each grate date and how the fair value was determined;

· Whether or not the valuation used to determine the fair value of the equity instruments was contemporaneous or retrospective; and

· If the valuation specialist was a related party, please state that fact.

Response

The Company acknowledges the Staff’s comment and advises the Staff that as of June 30, 2013 there were no outstanding stock options or warrants and as such the Company respectfully believes this comment is not applicable at this time.  The Company has updated pages 41 and 43 of the Form 10 to make note that there were no outstanding stock options or warrants as of June 30, 2013.

Business

17.   It is our understanding that Synergy acquired all of the assets related to FV-100 from Bristol-Meyers Squibb Company in 2012 pursuant to an Asset Purchase Agreement dated August 17, 2012. According to disclosure provided by Synergy in its periodic reports filed with the Commission, the terms of the Asset Purchase Agreement provided for an exclusive license to the patent portfolio in exchange for an upfront payment of $1 million, future milestone payments and a single digit royalty based on net sales. Accordingly, please advise us, and revise your disclosure as necessary, whether ContraVir will assume the obligations that Synergy owed to Bristol-Myers. If so, please disclose the material terms of this agreement and file the Asset Purchase Agreement as an exhibit to your Form 10 registration statement.

Response

The Company acknowledges the Staff’s comment and has updated pages 9, 44 and 48 of the Form 10 in accordance with the Staff’s comment.

Securities and Exchange Commission

Page 6 of 9

September 20, 2013

18.    Furthermore, since it appears that the FV-100 assets acquired by Synergy from Bristol-Meyers were subject to a license, please advise us, and revise your disclosure as necessary, of the nature of this license, the identity of the licensor and licensee, and the extent to which this license will impact ContraVir. If the license will govern ContraVir’s development and eventual sale of products derived from these licensed assets, please revise your Information Statement to provide the material terms of such license, including the duration, termination provisions, payment provisions and any other material obligations between the parties to the license.

Response

The Company acknowledges the Staff’s comment however the Company advises the Staff that in accordance with the asset purchase agreement, dated August 24, 2012, between Synergy Pharmaceuticals, Inc. and Bristol-Meyers Squibb Company (“BMS”), Synergy acquired all the intellectual property related the FV-100 assets from BMS.  All of this intellectual property was then contributed to the Company by Synergy in accordance with the contribution agreement, dated June 5, 2012, as amended, by and between the Company and Synergy.  The Company advises the Staff’s that it has updated page 48 of the Form 10 to state that the Company owns the intellectual property acquired from BMS.

19.    It is our understanding that the Phase 2 clinical trial for FV-100, completed in December 2010, was conducted by Inhibitex rather than Synergy. In fact, it appears that you were not involved at all in this trial and, since Synergy’s acquisition of the Inhibitex assets from Bristol-Myers in August 2012, Synergy has not engaged in any clinical study of FV-100 or materially advanced the development of the drug candidate. As such, please revise your disclosure throughout the Information Statement to make this clear.

Response

The Company acknowledges the Staff’s comment and has updated pages 9, 14 and 44 of the Form 10 in accordance with the Staff’s comment.

20.    It is also our understanding that the Phase 2 trial for FV-100 did not meet its primary endpoint of a 25% reduction in the severity and duration of shingles-related pain as compared to Valtrex and that the results obtained from the study were not statistically significant. Please revise your disclosure throughout the Information Statement as necessary to make this clear. We note, for example, your disclosure on page 37 that “there were no statistical differences observed on the primary endpoint” but that there were “numerically favorable differences” observed. This disclosure in your Overview section is not as clear as a statement that the study failed to meet its primary endpoint and results were not statistically signifi

September 5, 2013

Via E -Mail
Bernard F. Denoyer
Senior Vice President, Finance
Synergy Pharmaceuticals Inc.
420 Lexington Avenue
Suite 2012
New York, NY 10170

Re: ContraVir  Pharmaceuticals, Inc.
 Form 10-12G
Filed August 8, 2013
File No. 000 -55020

Dear Mr. Denoyer :

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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. Pursuant to section 12(g)(1) of the Exchange Act, your registration statement will
become effective by operation of law 60 days after the date filed , at which time you will
be required to begin filing all of the reports mandated by Section 12(g) of the Securities
Exchange Act of 1934.

2. Unless otherwise indicated, references to page references and captions in this letter are to
the information statement filed as exhibit 99.1.

3. Please note that where we provide exampl es to illustrate what we mean by our comments,
they are examples and not exhaustive lists.  If our comments are applicable to portion s of
the filing that we have not cited as examples, please make the appropriate changes in
accordance with our comments.

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
September 5, 2013
Page 2

4. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please disclose in the beginning of your registration
statement that you are an emerging growth company and revise your registration
statement  to:

 Describe how and when a company may lose emerging growth company
status;

 Briefly describe the various exemptions that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and
Section 14A(a) a nd (b) of the Securities Exchange Act of 1934; and

 State your election under Section 107(b) of the JOBS Act:

o If you have elected to opt out of the extended transition period for
complying with new or revised accounting standards pursuant to
Section 107(b ), include a statement that the election is irrevocable;
or

o If you have elected to use the extended transition period for
complying with new or revised accounting standards under Section
102(b)(1), provide a risk factor explaining that this election allow s
you to delay the adoption of new or revised accounting standards
that have different effective dates for public and private companies
until those standards apply to private companies.  Please state in
your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with
public company effective dates.  Include a similar statement in
your critical accounting policy disclosures.

In addition, consider describing the extent to which any of these ex emptions are available
to you as a Smaller Reporting Company.

5. Please advise us whether Synergy and ContraVir will enter i nto a formal separation and
distribution agreement that will govern the terms of the contemplated spin -off.  If there is
such an agreement, please file it as an exhibit to your Form 10 and provide appropriate
disclosure of the material terms of the agreeme nt in your Information Statement.  We
may have further comments based on your response.

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
September 5, 2013
Page 3

 Exhibit 99.1 Information Statement

6. We note your disclosure in several places throughout the Information Statement that you
anticipate that ContraVir commo n stock will be quoted on the OTC Bulletin Board
shortly after the distribution is completed.  Please disclose the requirements for quotation
on the OTCBB and the basis for your expectation that ContraVir shares will be quoted on
the OTCBB within a short t ime following the distribution.  Please also clarify what you
mean by “ shortly” after the distribution.

Information Statement Su mmary
Our Company, page 5

7. To the extent practicable, please minimize the use of highly technical terminology in this
section and elsewhere in the Information Statement that may be unfamiliar to lay
investors.  If the use of such terms is necessary, please  give the meaning and significance
of such terms in plain language that may be understood by a person not acquainted with
this industry or scientific field.  For example, an explanation of the following scientific
terms and phrases should accompany their f irst usage in the Information Statement :

 “nucleos ide analogue prodrug of CF -1743; ”
 “post -herpetic neuralgia ;”
 “prodromal ;”
 “last observation carried forward methodology ;” and
 “top-line” adverse event findings

8. Please revise to spell out  and define  any terms , such as “post -herpetic neuralgia ,” that
will later be abbreviated throughout the filing.   Please ensure that this long -form
identification and definition accompanies the first usage of each such term in your
document.

Risk Factors

9. Please add a risk factor addressing  the fact that all of your assets, including your
intellectual property, have been pledged as collateral to Syne rgy to secure your
obligations under the June 5, 2013 Loan and Security Agreement and that failure to make
payment to Synergy when due  could jeopardize the ownership of your assets  and have a
material adverse effect on your business .

“We h ave incurred significant losses since inception …,” page 10

10. Please expand your risk factor to disclose that your auditors have expressed substantial
doubt about your ability to continue as a going concern.

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
September 5, 2013
Page 4

 “If third party vendors upon whom  we rely…,” page 11

11. We note your disclosure that you rely on third parties to conduct your preclinical studies
and clinical trials. Please identify the specific suppl iers of the critical activities on which
you rely.  In addition, to the extent that you a re substantially dependent on any of these
relationships, please file any underlying agreement with these parties as an exhibit to
your registration statement.

“We have limited capacity for recruiting and managing trials… ,” page 11

12. We note your disclosure that you may be at a competitive disadvantage. Please disclose
whether you know of any competitors who have conducted or are conducting clinical
trials for products that will compete with your product candidate.

“We have limited exp erience in the development of small molecule… ,” page 12

13. We note that this risk factor, as well as the risk factors on page 18 and 26 under the
respective headings “If we are unable to retain or attract key employees…” and “If we
fail to attract and keep s enior management…,” are substantially similar.  Accordingly,
please consolidate into a single risk factor your discussion of the risk of failing to attract
or retain key personnel.  In such risk factor, please disclose the names of any key
personnel and ad dress whether you have had difficulty attracting employees, consultants,
third -party contractors, or other key personnel in the past.

“The regulatory approval processes of the FDA and comparable foreign authorities… ,” page 13

14. We note your disclosure that you “plan to seek regulatory approval to commercialize
[your] product candidate  both in the United States, the European Union and in additional
foreign countries.” Please identify the countries outside of the Unite d States and the
European Union, if known, in which you intend to seek regulatory approval to
commercialize your product candidate.  Please revise your statements on pages 15 and 45
to conform to this expanded disclosure.

Risks Related to our Relationship with Synergy , page 29

15. Please include a risk factor disclosing that the separation will take effect withou t a
shareholder vote and, consequ ently, a shareholder’s  sole recourse will be to divest itself
of your parent company’s common stock in advance of the record date.

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
September 5, 2013
Page 5

 Management’s Discussion and Analysis of Financial Condition and Plan of Operations ,
pages 34 -36
Fair Value of Stock -Based Compensation Awards

16. Although  you disclose in the notes to financial statements that the Company does not
have any outstanding stock options or warrants as of Jun e 30, 2013, please include an
itemized chronological schedule covering any equity instruments that have been or will
be issued as of the most recent date available (including stock units, options, warrants,
etc.) and include the following information separ ately for each equity instrument
issuance:

 The date of the transaction;
 The number of equity instruments issued or options granted;
 The exercise price of equity instruments granted if applicable;
 The fair value of the common stock on each grate date and how the fair
value  was determined;
 Whether  or not the valuation used to determine the fair value of the equity
instruments was contem poraneous or retrospective; and
 If the valuation specialist was a related party, please state that fact.

Business

17. It is our understanding that Synergy acquired all of the asset s related to FV -100 from
Bristol -Meyers Squibb Company in 2012 pursuant to an Asset Purchase Agreement dated
August 17, 2012.  According to disclosure provided by Synergy in its periodic reports
filed with the Commission, the terms of the Asset Purchase Ag reement provided for an
exclusive license to the patent portfolio in exchange for an upfront payment of $1
million, future milestone payments and a single digit royalty based on net sales .
Accordingly, please advise us, and revise your disclosure as neces sary, whether
ContraVir will assume the obligations that Synergy owed to Bristol -Myers.  If so, please
disclose the material terms of this agreement and file the Asset Purchase Agreement as an
exhibit to your Form 10 registration statement.

18. Furthermore, since it appears that the FV -100 a ssets acquired by Synergy from Bristol -
Meyers were subject to a license, please advise us, and revise your disclosure as
necessary, of the nature of this license, the identity of the licensor and licensee, and the
extent to which this license will impact C ontraVir.  If the license will govern ContraVir’s
development and eventual sale of products derived from these licensed assets, please
revise your Information Statement to  provide  the material terms of such license ,
including the duration, termination prov isions, payment provisions and any other material
obligations between the parties to the license.

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
September 5, 2013
Page 6

 19. It is our understanding th at the Phase 2 clinical trial for FV -100, completed in December
2010, was conducted by Inhibitex rather than Synergy. In fact, it appears that you were
not involved at all in this trial and, since Synergy’s acquisition of the Inhibitex assets
from Bristol -Myers in August 2012, Synergy has not engaged in any clinical study of
FV-100 or materially advanced the development of the drug candidate.  As such, please
revise your disclosure throughout the Information Statement to make this clear.

20. It is also our understanding that the Phase 2 trial for FV -100 did not meet its primary
endpoint of a 25% reduction in the severity and duration of shingles -related pain as
compared to Valtrex and that the results obtained from the study were not statistica lly
significant.  Please revise your disclosure throughout the Information Statement as
necessary to make this clear.  We note, for example, your disclosure on page 37 that
“there were no statistical differences observed on the primary endpoint”  but that t here
were “numerically favorable differences” observed.  This disclosure in your Overview
section is not as clear as a statement that the study failed to meet its primary endpoint and
results were not statistically significant.   Furthermore, you should cla rify what
significance , if any,  a “numerically f avorable treatment difference ” or a “relative
treatment difference” have to the prospect that FV -100 will receive marketing approval
from regulatory authorities and whether “numerically favorable treatment di fference”  or
“relative treatment difference” are  standard s recognized by the FDA or any comparable
foreign regulatory authority.

21. Given the poor results of the 2010 Phase 2 clinical trial for FV -100, please make clear
throughout your disclosur e whether additional Phase 2 trials will be necessary, which
could be quite lengthy and expensive, if the company continues with the development of
this product candidate.

Overview, page 37

22. Please identify the preclinical studies you refe rence that demonstrated the “significant”
comparative potency of FV -100 against existing approved drugs for the treatment of
shingles and specify the sponsor of these trials.

FV-100 Ef ficacy Summary

23. Please disclose the primary endpoint of the study and clarify what the percentages of 3%,
7%, -4% and 14% in patients treated with FV -100 and valacyclovir measured and the
methodology for such measurements.

24. Please explain t he concepts of “statistical significance” and “p -values.” If available,
please provide the p -values from the Phase 2 study and explain their significance.

25. Please clarify, either in the narrative or in explanatory footnotes to your tables , what the
information in each of the columns means . A lay reader may have difficulty interpreting

Bernard F. Denoyer
ContraVir Pharmaceuticals, Inc.
September 5, 2013
Page 7

 the data provided.  For example, in the first column of the first table, the meaning of
“Least Squares Mean” and “BO130 days AUC  ± S.E.” may be unclear, whic h obscures
the meaning and significance of the numerical data in the column.

26. Please define abbreviations used in the table s.

Intellectual Property , page 40

27. Please disclose whether your patents related to FV -100 are licensed or owned.  If
licensed, please identify the licensor.

Management, page 46

28. Here and in the section entitled “Our Relationship with Synergy Following the
Distribution” beginning on page 59, please disclose whether any of your o fficers and
directors will continue their management functions at Synergy.  If so, please describe
how their responsibilities will be allocated and add a risk factor addressing the potential
conflicts of interest that may arise as a result of members of ma nagement having dual
responsibilities to ContraVir and Synergy.   In addition, your table of officers and
directors should, if applicable, also identify their positions with Synergy.   We note, in this
regard, that Messrs. Jacob and Denoyer have current empl oyment agreements with
Synergy rather than ContraVir.

Executive Compensation, page 48

29. We note that you have provided historical compensation information for Synergy officers
and directors who will  continue as ContraVir management following  the separation.
Please ensure that all such information for these individuals, which also appears in
Synergy’s definitive proxy statement filed August 30, 2013, has been fully and accurately
disclosed in the Information Statement.

30. You s tate that your Compensation Discussion and Analysis describes certain aspects of
your anticipated compensation structure following the separation, yet this discussion
appears to pertain exclusively to Synergy’s historical compensation practices.  Please
expan