SecProbe.io

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 May 11, 2026

Marc Voigt
Chief Executive Officer
IMMUTEP Ltd
Level 32, Australia Square
264 George Street, Sydney 2000
New South Wales, Australia

 Re: IMMUTEP Ltd
 Form 20-F for the period ended June 30, 2025
 Filed October 24, 2025
 File No. 001-35428
Dear Marc Voigt:
 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
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 CORRESP

 23 April 2026 Division of Corporation Finance
 Office of Life Sciences U.S. Securities and Exchange Commission
 Washington, D.C. 20549 Attention: Sasha Parikh and
Christine Torney Re: Immutep Limited Form 20-F for the Fiscal Year Ended June 30, 2025 Filed October 24, 2025
 File No. 001-35428
 Ladies and Gentlemen, We acknowledge receipt of the Division
of Corporation Finance’s (the “Staff”) Comment Letter dated 7 April 2026 regarding the above referenced annual report on Form 20-F and appreciate the opportunity to respond to the
Staff’s comment. For the convenience of the Staff, we have incorporated the text of the Staff’s comment in the Comment Letter into this
response letter below, followed by the Company’s response. Staff Comment
 “Your disclosure explaining the increase in “Research and Development and Intellectual Property Expense” from fiscal year 2024 to fiscal year
2025 of approximately A$20 million appears vague. To the extent you track any of your research and development costs, please provide disclosure to be included in future periodic reports of the costs incurred during each period presented for
each of your key research and development projects. If you do not track your research and development costs by project, please disclose that fact and explain why you do not maintain and evaluate research and development costs by project. For any
costs not attributed to specific research and development projects, provide other quantitative or qualitative disclosure that provides more transparency as to the type of research and development expenses incurred (i.e., by nature or type of
expense) which should reconcile to total research and development expense on the Statements of Comprehensive Income. Tell us the periodic report that will reflect the revised research and development disclosures.”

 Company Response
 The Company respectfully acknowledges the Staff’s comment and agrees that additional disaggregation would enhance transparency.
 Our research and development expenses consist of both internal and external components.
 Internal research and development expenditures—such as internal personnel costs, shared laboratory and research infrastructure, quality systems,
pharmacovigilance, and select regulatory and administrative functions—are not tracked at the project level, as these activities support multiple programs or overarching platform initiatives. Allocating these expenses to individual projects is
neither meaningful nor reflective of management’s approach to evaluating R&D performance or resource allocation. Internal expenses comprise a substantial portion of total research and development and intellectual property expenses.
 While external R&D expenses incurred through contract research organizations (CROs) and contract manufacturing organizations (CMOs) are tracked by
project, these figures do not necessarily reflect the full scope of R&D efforts attributable to any project and may fluctuate materially from period to period. Therefore, disclosing external R&D expenditures by project may present an
incomplete and potentially misleading picture to investors, as such figures represent only a portion of total R&D investment. Consistent with this
cost tracking approach and with disclosure practices commonly accepted for clinical-stage biotechnology companies, the Company proposes to enhance its future disclosures as follows:

 •

 Research and development and intellectual property expenses will be presented on a disaggregated basis by major
activity such as Clinical development and Manufacturing activities etc for all periods presented.

 •

 The enhanced disclosure will include a reconciliation to total research and development and intellectual property
expense reported in the Statements of Comprehensive Income for each period presented.

 The Company believes this approach appropriately balances providing investors with additional transparency
while avoiding arbitrary allocations of shared costs to project level that would not reflect the underlying economics of the Company’s operations.
 Future Disclosure Commitment The Company will undertake
to enhance its research and development disclosures in its future periodic reports, commencing with its annual report on Form 20-F for its year ending 30 June 2026, to include a tabular presentation of
research and development and intellectual property expenses by major activities such as Clinical, Manufacturing etc. For the Staff’s reference, the
Company’s proposed revised Form 20-F disclosure is included in Appendix A to this letter. We
acknowledge that the Company and its management are responsible for the accuracy and adequacy of all disclosures, notwithstanding any review, comment, action or absence of action by the Staff.
 Please contact the undersigned if you require any additional information.
 Yours sincerely,

 Marc Voigt Chief
Executive Officer Immutep Limited

 Appendix A
 Proposed Form 20-F Disclosure — Research and Development and Intellectual Property Expense
 Item 5.A – Operating Results Research and
Development and Intellectual Property Expense Research and development and intellectual property expense primarily relates to external and internal
costs incurred in connection with the discovery, development, manufacturing and regulatory advancement of our product candidates, as well as costs associated with the protection and maintenance of our intellectual property portfolio.
 We track the majority of our external research and development expenses by major development activities. In some cases we also track by clinical programs
where costs are directly attributable, including external clinical trial costs, third-party manufacturing activities and certain regulatory and development services. Most of our internal research and
development expenses support multiple programs and are tracked by major development activities but are not attributed to individual projects, as such costs are not meaningfully attributable on a standalone program basis.
 The following table summarizes our research and development and intellectual property expenses by major activities for the periods presented, together with a
reconciliation to total research and development and intellectual property expenses on the Statements of Comprehensive Income.

 Table: Breakdown of Research and Development and intellectual property expenses by Major Activities
(disclosures shown for FY25 report for illustrative purposes)

 Research & development and intellectual property expenses by
Major Activity

 FY2025

 FY2024

 A$ 5

 A$

 Clinical trial costs 1

 44,677,614

 25,801,018

 Clinical trials for Eftilagimod Alfa (“efti”)

 38,788,368

 22,483,746

 Clinical trial for IMP761

 2,662,927

 328,953

 Clinical trial cost not allocated to product
level 1,2

 3,226,319

 2,988,319

 Manufacturing 1

 6,939,082

 4,412,294

 Eftilagimod Alfa

 5,206,052

 2,624,587

 IMP761

 368,707

 970,019

 Manufacturing cost not allocated to product
level 1,3

 1,364,323

 817,688

 Regulatory affairs, medical and
quality 1

 3,369,273

 2,897,009

 Amortisation of Intellectual property

 2,086,441

 1,964,566

 Pre-clinical research 1

 1,423,082

 4,204,750

 R&D admin and other 1,4

 1,045,796

 879,663

 Intellectual property
management 1

 1,869,245

 1,387,424

 Total Research & development and intellectual property expenses

 61,410,533

 41,546,724

 1.
 The cost includes internal personnel costs attributed to major activities based on primary job function of each
employee

 2.
 Mainly staff cost and overhead for clinical department employees

 3.
 Mainly staff costs and overheads associated with employees who manage manufacturing-related activities

 4.
 R&D admin and other primarily relate to R&D administrative staff costs, shared research facility,
R&D admin activities and other R&D development support costs

 5.
 References to ‘A$’ are to Australian dollars

 Explanation of
 Year-on-Year Movement According to the table above, total research and
development and intellectual property expenses rose from A$41,546,724 in fiscal year 2024 to A$61,410,533 in fiscal year 2025. The year-on-year increase was primarily driven by higher costs in several areas.
 Firstly, there was a significant rise of A$18.9 million in clinical trial expenses, mainly due to the progression of clinical development activities for TACTI-004, a randomised, double-blind, controlled Phase III study evaluating eftilagimod alfa (efti), a first-in-class MHC
Class II agonist, in combination with MSD’s (Merck & Co., Inc., Rahway, NJ, USA) anti-PD-1 therapy, KEYTRUDA ® (pembrolizumab), and chemotherapy as first line therapy for patients with advanced or metastatic non-small cell lung cancer with no EGFR, ALK or ROS1
genomic tumour aberrations. The study aimed to recruit approximately 756 patients globally. Increased patient enrollment, site activities and CRO (Contract Research Organization) trial management services contributed to the higher clinical
development spend. The increase of IMP761 clinical trial costs of A$2.3 million in fiscal year 2025 also contributed to the overall increase in
total clinical trial costs. The increase in fiscal year 2025 was primarily due to the planned ramp-up of clinical trial activities for the first-in-human Phase I study of IMP761.
 Secondly, intellectual property management expenses increased from A$1,387,424 in fiscal year 2024 to A$1,869,245 in fiscal year 2025 due to an increase in
the patent filing activities. In addition, manufacturing expenses also increased by A$2.5 million in fiscal year 2025, reflecting higher drug
manufacturing activities to support ongoing and planned clinical trials. These increases were partially offset by a decrease of A$2.8 million in pre-clinical research costs, consistent with the shift in development focus toward clinical
programs.

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<TEXT>
 April 7, 2026

Marc Voigt
Chief Executive Officer
IMMUTEP Ltd
Level 32, Australia Square
264 George Street, Sydney 2000
New South Wales, Australia

 Re: IMMUTEP Ltd
 Form 20-F for the period ended June 30, 2025
 Filed October 24, 2025
 File No. 001-35428
Dear Marc Voigt:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the period ended June 30, 2025
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Comparison of Fiscal Year Ended June 30, 2025 to Fiscal Year Ended June 30,
2024
Research and Development and Intellectual Property Expense, page 43

1. Your disclosure explaining the increase in 'Research and Development and
Intellectual
 Property Expense' from fiscal year 2024 to fiscal year 2025 of
approximately A$20
 million appears vague. To the extent you track any of your research and
development
 costs, please provide disclosure to be included in future periodic
reports, of the costs
 incurred during each period presented for each of your key research and
development
 projects. If you do not track your research and development costs by
project, please
 disclose that fact and explain why you do not maintain and evaluate
research and
 development costs by project. For any costs not allocated to specific
research and
 development projects, provide other quantitative or qualitative
disclosure that provides
 more transparency as to the type of research and development expenses
incurred (i.e. by
 nature or type of expense) which should reconcile to total research and
development
 April 7, 2026
Page 2

 expense on the Statements of Comprehensive Income. Tell us the periodic
report that
 will reflect the revised research and development disclosures.
 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 Sasha Parikh at 202-551-3627 or Christine Torney at
202-551-3652 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
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CORRESP
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CORRESP

 Immutep Limited

Level 33, Australia Square

264 George Street

 Sydney, 2000 New
South Wales

 Australia

 May 3, 2023

via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

RE:
 Immutep Limited

Registration Statement on Form F-3

Filed: April 28, 2023

Securities Act File No. 333-271484

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Immutep Limited (the “Registrant”) hereby respectfully requests acceleration of its Registration Statement on Form F-3 (File No. 333-271484), filed on April 28, 2023, so that it will become effective at 9:00 a.m. (Eastern time) on May 5, 2023, or as soon as practicable thereafter.

If you have any questions, or require any additional information, please do not hesitate to email Andrew Reilly, the Registrant’s outside counsel, at
andrew.reilly@rimonlaw.com.

 The Registrant hereby acknowledges that, if the Securities and Exchange Commission (or its staff, acting pursuant to
delegated authority) (the “Commission”) declares the filing effective, such action:

(i)
 does not foreclose the Commission from taking any action with respect to the filing;

(ii)
 does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and

(iii)
 may not be asserted by the Registrant as a defence in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

Immutep Limited

By:

 /s/ Deanne Miller

 Deanne Miller

 Chief Operating Officer, General
Counsel and Company Secretary

United States securities and exchange commission logo
May 2, 2023
Deanne Miller
Chief Operating Officer, General Counsel & Company Secretary
IMMUTEP Ltd
Level 33, Australia Square
264 George Street
Sydney, NSW 2000, Australia
Re:IMMUTEP Ltd
Registration Statement on Form F-3
Filed April 28, 2023
File No. 333-271484
Dear Deanne Miller:
            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:       Andrew Reilly

CORRESP
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CORRESP

 Immutep Limited

Level 12, 95 Pitt Street

Sydney, 2000 New South Wales

Australia

 October 28, 2019

via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

RE:
 Immutep Limited

Registration Statement on Form F-3

Filed: October 15, 2019

Securities Act File No. 333-234208

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Immutep Limited (the “Registrant”) hereby respectfully requests acceleration of its Registration Statement on Form F-3 (File No.
333-234208), filed on October 15, 2019, so that it will become effective at 5:00 p.m. (Eastern time) on October 30, 2019, or as soon as practicable thereafter.

If you have any questions, or require any additional information, please do not hesitate to call Nathaniel Douglas at Baker McKenzie, the Company’s
outside counsel, at (202) 835-4277.

 The Registrant hereby acknowledges that, if the Securities and Exchange
Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares the filing effective, such action:

(i)
 does not foreclose the Commission from taking any action with respect to the filing;

(ii)
 does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and

(iii)
 may not be asserted by the Registrant as a defence in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

Immutep Limited

By:

 /s/ Deanne Miller

 Deanne Miller

 COO, General Counsel &
Secretary

October 22, 2019
Marc Voigt
Chief Executive Officer
Immutep Limited
Level 12, 95 Pitt Street
Sydney, NSW 2000
Australia
Re:Immutep Limited
Registration Statement on Form F-3
Filed October 15, 2019
File No. 333-234208
Dear Mr. Voigt:
            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 Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew S. Reilly - Baker & McKenzie

CORRESP
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CORRESP

 Immutep Limited

Level 12, 95 Pitt Street

Sydney, 2000 New South Wales

Australia

 February 8, 2019

via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

RE:
 Immutep Limited

 Registration Statement on Form F-3

 Filed: January 14, 2019

 Securities Act File No. 333-229224

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Immutep Limited (the “Registrant”) hereby respectfully requests acceleration of its Registration Statement on Form F-3, filed on January 14, 2019, so that it
will become effective at 5:00 p.m. (Eastern time) on February 12, 2019, or as soon as practicable thereafter.

 If you have any questions, or require
any additional information, please do not hesitate to call Nathaniel Douglas at Baker McKenzie, the Company’s outside counsel, at (202) 835-4277.

The Registrant hereby acknowledges that, if the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the
“Commission”) declares the filing effective, such action:

(i)
 does not foreclose the Commission from taking any action with respect to the filing;

(ii)
 does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and

(iii)
 may not be asserted by the Registrant as a defence in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

Immutep Limited

By:

 /s/ Deanne Miller

Deanne Miller

COO, General Counsel & Company Secretary

February 7, 2019
Deanne Miller
COO, General Counsel & Company Secretary
IMMUTEP Ltd
311 West 43rd Street
12th Floor
New York, NY 10036
Re:IMMUTEP Ltd
Registration Statement on Form F-3
Filed January 14, 2019
File No. 333-229224
Dear Ms. Miller:
            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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CORRESP

 Prima BioMed Ltd

Level 12, 95 Pitt Street

Sydney, 2000 New South Wales

Australia

 October 31, 2017

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 RE:

 Prima BioMed Ltd

 Registration Statement on
Form F-3

 Securities Act File No. 333-221021

REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Prima BioMed Ltd (the “Registrant”) hereby respectfully requests acceleration of its Registration Statement on Form F-3, filed on
October 19, 2017, so that it may become effective at 4:00 p.m. (Eastern time) on November 2, 2017, or as soon as practicable thereafter.

 We
request that we be notified of such effectiveness by a telephone call to Christopher H. Cunningham, K&L Gates LLP, at (206) 370-7639.

The Registrant hereby acknowledges that, if the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the
“Commission”) declares the filing effective, such action:

(i)

does not foreclose the Commission from taking any action with respect to the filing;

(ii)

does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii)

may not be asserted by the Registrant 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,

Prima BioMed Ltd

By:

/s/ Deanne Miller

 Deanne Miller

COO, General Counsel & Secretary

October 27, 2017
Marc Voigt
Chief Executive Officer
Prima BioMed Ltd
Level 12, 95 Pitt Street
Sydney, 2000 New South Wales
Australia
Prima BioMed Ltd
Registration Statement on Form F-3
Filed October 19, 2017
File No. 333-221021Re:
Dear Mr. Voigt:
            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.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Christopher H. Cunningham

CORRESP
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CORRESP

 June 15, 2016

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549 Attention: Suzanne Hayes, Assistant Director

Re:
Prima BioMed Ltd

Registration Statement on Form F-3

Filed May 27, 2016

File No. 333-211702

 Dear Ms. Hayes:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Prima BioMed Ltd (the “Company”) hereby requests that the
effectiveness of the above-captioned registration statement be accelerated to June 17, 2016, at 4:30 p.m. (Eastern time), or as soon thereafter as practicable.

The Company hereby 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 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.

 If you have any questions, or require any additional information, please do not hesitate to call Christopher H. Cunningham at K&L Gates
LLP, the Company’s outside counsel, at (206) 370-7639.

 Very truly yours,

PRIMA BIOMED LTD

/s/ Marc Voigt

Name:

Marc Voigt

Title:

Chief Executive Officer

cc:
Christopher H. Cunningham

K&L Gates LLP

 Prima BioMed
Ltd, Level 12, 95 Pitt Street, Sydney NSW 2000

 Phone: +61 2 8315 7003    Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

Mail Stop 4720
June 13, 2016

Marc Voigt
Chief Executive Officer
Prima BioMed Ltd
Level 12, 95 Pitt Street
Sydney, 2000 New South Wales
Australia

Re: Prima BioMed Ltd
  Registration Statement on Form F-3
Filed  May 27 , 2016
  File No.  333-211702

Dear Mr. Voigt :

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

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 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.

In the event you request acceleration of t he 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 foreclos e 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 company from its full responsibility for
the ad equacy 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 Unit ed States.

Marc Voigt
Prima BioMed Ltd
June 13, 2016
Page 2

 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 aw are of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Scot Foley at (202) 551 -3383 or Mary Beth Breslin at (202) 551 -3625
with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Christopher H. Cunningham
 K&L Gates LLP

CORRESP
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Acceleration Request

 PRIMA BIOMED LTD

Level 7, 151 Maquarie Street

 Sydney 2000

 New South Wales

Australia

 April 10, 2012

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Attn:
    Michael Rosenthall

     Jeffrey P. Riedler

RE:
    Prima BioMed Ltd

     Registration Statement on Form 20-F (File No. 001-35428)

 Ladies and Gentlemen:

 The undersigned registrant (the “Registrant”) hereby requests
that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form 20-F to become effective on April 12, 2012, at 4:00 p.m., Eastern Daylight Savings
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,
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;

•

 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 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,

PRIMA BIOMED LTD

 /s/ MARTIN ROGERS

Martin Rogers

Chief Executive Officer

March 21, 2012
 Via E-Mail

Martin Rogers Chief Executive Officer Prima BioMed Ltd 1233 High Street, Suite 1 Armadale, Victoria 3143 Australia
Re: Prima BioMed Ltd
 Registration Statement on Form 20-F/A
Filed March 15, 2012 File No. 001-35428

Dear Mr. Rogers:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Material Contracts Related to Intellectual Property and Commercialization Rights, page 34

1. We note your added disclosure that you have en tered into two partners hips with The City
Hospital in Dubai Healthcare Ci ty that are material to your  company.  Please expand your
disclosure to include all the material term s of those agreements, and please files each
partnership agreement as an e xhibit to your next amendment.
 Item 16F. Change in Registrant’s Certifying Accountant, page 84

2. Please revise your assertions, regarding the existence of disagreements and reportable
events, to cover the period from July 1, 2011 through MDHC’s resignation on September
30, 2011.

Martin Rogers Prima BioMed Ltd  March 21, 2012 Page 2

 3. Please explain to us the factors that you c onsidered in concluding that the errors and
related restatement of your fi nancial statements, as describe d in Note 3, did not involve
any of the reportable events listed in It em 16F (a)(1)(v) of Form 20-F. Revise your
disclosure accordingly.
4. Please have MDHC provide an updated letter addressing your revised disclosure.  File
that letter as an exhibit to your filing.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 the federa l securities laws of  the United States.

You may contact Frank Wyma n at 202-551-3660 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Michael Rosenthall at 202-551-3674, Da n Greenspan at 202-551-3623, or myself at 202-
551-3715 with any other questions.
Sincerely,
   /s/ Daniel Greenspan for
Jeffrey P. Riedler  Assistant Director

March 1, 2012
 Via E-Mail

Martin Rogers Chief Executive Officer Prima BioMed Ltd 1233 High Street, Suite 1 Armadale, Victoria 3143 Australia
Re: Prima BioMed Ltd
 Registration Statement on Form 20-F
Filed February 13, 2012 File No. 001-35428

Dear Mr. Rogers:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Item 16F.  Change in Registrant’s Certifying Accountant, page 83

1. Although you indicate that this section is not applicable, it appears from disclosure in
Item 1C on page two that you changed auditors  in fiscal 2012.  Please revise your filing
to provide all the disclosures required by Item  16F of Form 20-F, as well as the letter
from your prior auditors required to be filed as  an exhibit pursuant to section (a)(3) of this
Item.  Please be aware that when this Item refers to “any subsequent interim period,” it
means the period from the beginning of fi scal 2012 through the date your prior auditor
resigned, declined to stand for re-election or was dismissed.

Martin Rogers Prima BioMed Ltd  March 1, 2012 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 the federa l securities laws of  the United States.

You may contact Frank Wyma n at 202-551-3660 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Michael Rosenthall at 202-551-3674, Da n Greenspan at 202-551-3623, or myself at 202-
551-3715 with any other questions.
Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler  Assistant Director