SecProbe.io

<DOCUMENT>
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 September 15, 2025

James A. McNulty
Interim Chief Financial Officer
Inhibitor Therapeutics, Inc.
3014 W. Palmira Avenue
Suite 302
Tampa, FL 33629

 Re: Inhibitor Therapeutics, Inc.
 Form 10-K for the Year Ended December 31, 2024
 Filed March 28, 2025
 File No. 001-13467
Dear James A. McNulty:

 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
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</DOCUMENT>

CORRESP
 1
 filename1.htm

 Inhibitor
Therapeutics, Inc.

 3014
W. Palmira Avenue

 Suite
302

 Tampa,
FL 33629

 VIA
EDGAR

 July
22, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Joshua
 Gorsky
 Chris
 Edwards

 Re:
 Inhibitor
 Therapeutics, Inc.

 Form
 10-K for the Year Ended December 31, 2024

 Filed
 March 28, 2025

 File
 No. 001-13467

 Ladies
and Gentlemen:

 Inhibitor
Therapeutics, Inc. (the " Company ," " we ," " our " or " us ") hereby
transmits our response to the comment letter received from the staff (the " Staff ", " you " or " your ")
of the U.S. Securities and Exchange Commission (the " Commission "), dated July 17, 2025, regarding the Form 10-K for
the fiscal year ended December 31, 2024 (the " Form 10-K ") submitted to the Commission on.

 For
the Staff's convenience, we have repeated below the Staff's comment in bold and have followed each comment with the Registrants'
response. In response to the Staff's comments, the Registrants are filing via Edgar a response letter.

 Annual
Report on Form 10-K

 Item
1. Description of Business, page 3

 1.
 We
 note your disclosure on page 3 that, on December 12, 2023, you entered into an Exclusive License Agreement with Johns Hopkins University.
 In future filings, please provide further details about the material terms of this agreement including, but not limited to, the aggregate
 amount that could be owed to Johns Hopkins University pursuant to the agreement, the aggregate milestone amounts to be paid, and
 the royalty range and term, as applicable.

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it will revise the disclosure in future filings,
initially in its Form 10-Q for the fiscal quarter ended June 30, 2025, to include the material terms of the agreement, including the
aggregate milestone amounts to be paid, and the royalty range and term, as applicable, for the Exclusive License Agreement with Johns
Hopkins University.

 We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our
legal counsel, Justin Grossman, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/
 James A. McNulty

 Name:

 James
 A. McNulty

 Title:
 Chief
 Financial Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

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<TEXT>
 July 17, 2025

James A. McNulty
Interim Chief Financial Officer
Inhibitor Therapeutics, Inc.
3014 W. Palmira Avenue
Suite 302
Tampa, FL 33629

 Re: Inhibitor Therapeutics, Inc.
 Form 10-K for the Year Ended December 31, 2024
 Filed March 28, 2025
 File No. 001-13467
Dear James A. McNulty:

 We have reviewed your filing and have the following comment.

 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
this 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.

Annual Report on Form 10-K
Item 1. Description of Business, page 3

1. We note your disclosure on page 3 that, on December 12, 2023, you
entered into an
 Exclusive License Agreement with Johns Hopkins University. In future
filings, please
 provide further details about the material terms of this agreement
including, but not
 limited to, the aggregate amount that could be owed to Johns Hopkins
University
 pursuant to the agreement, the aggregate milestone amounts to be paid,
and the
 royalty range and term, as applicable.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Joshua Gorsky at 202-551-7836 or Chris Edwards at
202-551-6761 if
you have questions regarding the comment.
 July 17, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Life Sciences
</TEXT>
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CORRESP
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Acceleration Request

 HedgePath Pharmaceuticals, Inc.

324 S. Hyde Park Avenue, Ste. 350

Tampa, Florida 33606

 July 21, 2016

 VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: John Reynolds

Re:
HedgePath Pharmaceuticals, Inc.

 Registration Statement on Form S-1

File No. 333-212092

 Dear
Mr. Reynolds:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, HedgePath Pharmaceuticals, Inc. (the
“Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. on Friday, July 22, 2016, or as soon as thereafter practicable.

Please note that we acknowledge the following:

•

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

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the 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.

Very truly yours,

  /s/ Nicholas J. Virca

Nicholas J. Virca

President and Chief Executive Officer

CORRESP
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SEC Response Letter

1345 AVENUE OF THE AMERICAS, 11th FLOOR

NEW YORK, NEW YORK 10105

TELEPHONE: (212) 370-1300

FACSIMILE: (212) 370-7889

www.egsllp.com

 VIA EDGAR

 July 18, 2016

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 3010

 Washington, D.C. 20549

Attention: Kathleen Suellentrop

Re:
HedgePath Pharmaceuticals, Inc.

 Registration Statement on Form S-1

 Filed June 17, 2016

File No. 333-212092

Dear
Ms. Suellentrop:

 On behalf of HedgePath Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), we hereby transmit the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated July 6, 2016, regarding the Company’s Registration Statement on Form S-1, originally filed with the Commission on June 17, 2016 (“Registration
Statement”). We have also today filed with the Commission an amendment to the Registration Statement reflecting the Staff’s comments (“Amendment No. 1”).

For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed the comment with the
Company’s response.

 General

1.
We note that you are registering the resale of 110,945,236 shares and shares underlying warrants issued in connection with the 2016 Private Placement. It appears that you are registering approximately 275% of your
public float. Please advise us of the factors you considered in concluding that the offering is properly styled as a resale and not a primary offering on behalf of the registrant. In responding, please consider the guidance in Securities Act Rules
C&DI 612.09, which is available on our website. Also explain how you calculated public float as of a recent date.

We have reviewed the Staff’s prior guidance as articulated in the Division of Corporate Finance’s Compliance and Disclosure
Interpretation 612.09 (“C&DI 612.09”). While the amount of shares contemplated in the Registration Statement is large relative to the Company’s public float, the Company respectfully submits that this represents only one
factor to be considered by the Staff in applying Rule 415(a)(1)(i) and is not determinative in light of the other factors discussed in this letter below. The standard of review in deciding the question of whether an “offering is properly styled
as a resale and not a primary offering on behalf of the registrant” is an analysis of the facts and circumstances as articulated in

 1

C&DI 612.09. The facts and circumstances in this case clearly demonstrate that the selling shareholders are not acting as underwriters or conduits for the Company. Prior to beginning our
analysis, we respectfully advise the Staff that based upon the Staff’s comment as set forth above, we have decreased the number of shares being registered from 110,945,236 shares to 54,696,000 shares in Amendment No. 1, removing the shares
and the shares issuable upon exercise of warrants purchased in the Private Placement (as defined below) by our license and manufacturing partner and significant shareholder and affiliate Mayne Pharma Ventures Pty Ltd. (“Mayne
Pharma”) notwithstanding that Mayne Pharma participated in the Private Placement on the same terms and under the same conditions as the rest of the Private Placement Shareholders (as defined below).

According to C&DI 612.09, in determining whether an offering styled as a resale is in fact a primary offering by the issuer, consideration
should be given to the factors listed below.

1.
How long the selling shareholders have held the shares.

 As noted in the
Staff’s comment, the Registration Statement sought to register the securities issued in the Company’s best efforts/no minimum” private placement offering to accredited investors (the “Private Placement Shareholders”1) that began in April 2016 and closed in May 2016 (the “Private Placement”). The Private Placement Shareholders are classic “PIPE” investors whose shares have historically
been permitted to be registered for resale in the manner contemplated by the Registration Statement. The Private Placement Shareholders have held their shares in the range of 60-90 days as of the date of this response, which is far longer than the
holding period for an actual underwriter of shares in a primary offering, and the Private Placement Shareholders have had market risk since they purchased the shares, which is also not customary for an underwriter in a primary offering or in a
distribution on behalf of a company. Furthermore, we anticipate that the Private Placement Shareholders will need to continue to hold their shares in the immediate future even if they wanted to sell them, given that the Company’s common stock
is thinly traded. From the period beginning January 4, 2016 through July 12, 2016, the average daily volume of the Company’s common stock traded on the OTCQB according to Yahoo! Finance was approximately 7,587 shares per day. Given
the thin trading market, it will be difficult for any of the Private Placement Shareholders to immediately resell their securities in a manner consistent with a primary distribution.

2.
The circumstances under which the selling shareholders received the shares.

 The
Private Placement Shareholders purchased their shares in a private placement offering pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated
thereunder (other than the very small minority of Private Placement Shareholders who are FINRA members and who received their securities as compensation in the Private Placement). Each of the Private Placement Shareholders represented to the Company
in their respective purchase agreements that they were purchasing the securities for their own account and had no arrangement or understanding to distribute the securities. There is no evidence to suggest that those representations are false. The
mere fact that the Private Placement shares are now being registered for resale is not evidence that the Private Placement Shareholders desire to effect an immediate distribution. In short, these parties were acting as investors at the time of the
Private Placement, bearing the full market risk from the date that their respective shares were purchased, and are not underwriters of a primary offering.

1
We note that the Private Placement Shareholders include: (i) one director of the Company who purchased 500,000 shares and 500,000 warrants in the Private Placement and (ii) a small number of persons who are
FINRA members who participated in the Private Placement and received a relatively small number of warrants (for only 466,000 shares of common stock) as compensation.

 2

3.
The relationship of the selling shareholders to the issuer.

 As noted above, the
vast majority of the selling shareholders are arm’s length investors with respect to the Company and are not in the business of underwriting or distributing securities to the public. That said, we concede that a large number of securities
originally listed for resale in the Registration Statement (56,249,236 shares and warrant shares in the aggregate) were held by Mayne Pharma. Mindful of the concerns raised by the Staff in its comment, Mayne Pharma has agreed to remove its shares
and warrant shares from the Registration Statement and will enter into a separate Registration Rights Agreement with the Company which will provide such shareholder certain “demand” and “piggyback” rights to have its securities
registered for resale at a future date (but not, as of today, as of any date certain in the future). As discussed above, Amendment No. 1 as filed with Commission reflects this modification.

4.
The amount of shares involved in the resale registration.

 As discussed above,
the Company notes that the amount of shares involved is only one factor cited in the C&DI 612.09 to be considered in applying Rule 415. The availability of Rule 415 depends on whether the offering is made by selling shareholders or deemed to be
made by or on behalf of the issuer. Although the Staff has viewed remaining below certain thresholds as presumptive evidence of a valid secondary offering (for example, one-third of the outstanding shares held by non-affiliates in registration
statements), generally this analysis is informed by the totality of the facts and circumstances of the specific transaction and there is no proscriptive limit on the number of shares that may be registered in a valid secondary offering. In order for
the Staff to determine that the offering is really being made on behalf of the issuer, the Staff must conclude that the selling shareholders are seeking to effect a distribution of the shares.

The Company presently has 300,353,270 shares of common stock outstanding, 52,603,971 shares of which are held by non-affiliates. The reason
for the discrepancy in the number of shares outstanding versus the number of shares in the public float is that the Company has been continuously funded since 2014 by two significant shareholders, including Mayne Pharma. While the
54,696,000 million shares arising out of the Private Placement which are being registered for resale represents 104% of the public float, they only represent 18% of the Company’s outstanding common stock and both of these numbers include
the warrant shares being registered which are not presently outstanding. If we were to include among the number of shares currently outstanding and the number of shares currently held by non-affiliates, the number of warrant shares that are being
registered, the percentages would decrease to 68% of the public float and 17% of the outstanding shares. This percentage has, in our experience, been a historically acceptable percentage of outstanding shares which can be registered for resale.
Further, if such a percentage was not acceptable, the Company would find it exceedingly difficult to raise money from investors in a private offering in which the investors are at risk upon purchase of securities solely because there is a future
promise of registration.

 Finally, as previously noted, 27,115,000 shares that are being registered are in the form of warrants. Given the
term of the warrants and the thinly traded market for the Company’s common stock, it is unlikely that any of the Private Placement Shareholders will exercise the warrants and sell the warrant shares in the immediate future.

 3

5.
Whether the sellers are in the business of underwriting securities.

 As noted,
above, other than a very small minority of shares underlying warrants issued as compensation to FINRA members, all of the selling shareholders are arm’s length investors and none are in the business of underwriting securities.

6.
Whether under all the circumstances it appears that the selling shareholders are acting as a conduit for the issuer.

There are a total of 30 selling shareholders listed in Amendment No. 1. This represents a large and diverse group of mainly unaffiliated
investors and other stakeholders who are not acting in concert for the purpose of distributing the Company’s securities. None of the selling shareholders are acting in concert (according to their representations in the purchase agreement) or
are required to purchase, sell or resell any of the subject securities, and all of them are free to hold their securities for an indefinite period of time. None of them are subject to any underwriting or placement agency agreement with the Company
with respect to the securities held by them. As such, under all of the foregoing circumstances, it would be not be reasonable to conclude that the selling shareholders are acting as a conduit for the issuer.

We respectfully submit that the foregoing analysis and changes to the Registration Statement lead to the conclusion that offering contemplated
by the Registration Statement is a proper, secondary resale offering by selling shareholders under Rule 415(a)(1)(i), and that the Registration Statement as amended is appropriate for effectiveness.

We thank the Staff in advance for its consideration of the foregoing and the amended Registration Statement. Should you have any questions or
comments, please contact me at (212) 370-1300.

Sincerely,

/s/ Lawrence A. Rosenbloom

Lawrence A. Rosenbloom

 cc: HedgePath Pharmaceuticals, Inc.

 4

Mail Stop 3561
July 6, 2016

Via E -mail
Nicholas J. Virca
President and C hief Executive Officer
HedgePath Pharmaceuticals, Inc.
324 S. Hyde Park Avenue, Ste. 350
Tampa, Florida 33606

Re: HedgePath Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed June 17, 2016
  File No. 333 -212092

Dear Mr. Virca:

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 app ly 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 hav e additional comments.

General

1. We note that you are registering the resale of 110,945,236  shares and shares underlying
warrants issued in connection with the 2016 Private Placement .  It appears that you are
registering approximately 275% of your public float.   Please advise us of the factors you
considered in concluding that the offering is properly styled as a resale and not a primary
offering on behalf of the registrant.  In responding, please consider the guidance in
Securities Act R ules C&DI 612.09, which is available on our website.    Also explain
how you calculated public float as of a recent date.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing i ncludes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in

Nicholas J. Virca
Hedge Path Pharmaceuticals, Inc.
July 6, 2016
Page 2

 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 comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commi ssion 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;

 the action of the Commission or the staff, acting pursuant to delegated auth ority, 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 responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the propos ed
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 Kathleen Suellentrop at  (202) 551 -4256 or Brigitte Lippmann  at
(202) 551 -3713 with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining

cc: Lawrence A. Rosenbloom, Esq.
Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

Correspondence

 HedgePath Pharmaceuticals, Inc.

324 S. Hyde Park Avenue, Ste. 350

Tampa, Florida 33606

 August 6, 2015

 VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: Jeffrey P. Riedler

Re:
HedgePath Pharmaceuticals, Inc.

 Registration Statement on Form S-1

File No. 333-198800

 Dear
Mr. Riedler:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, HedgePath Pharmaceuticals, Inc. (the
“Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. on Monday, August 10, 2015, or as soon as thereafter practicable.

Please note that we acknowledge the following:

•

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

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the 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.

Very truly yours,

 /s/ Nicholas J. Virca

Nicholas J. Virca

President and Chief Executive Officer

September 26, 2014

Via E -mail
Nicholas J. Virca
President and Chief Executive Officer
HedgePath Pharmaceuticals, Inc.
324 S. Hyde Park Avenue, Suite 350
Tampa, Florida 33606

Re: HedgePath Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed  September 17, 2014
  File No.  333-198800

Dear Mr. Virca :

We have limited our review of your registration statement to the resolution of your
pending confidential treatment request .  Please be advised that we will not be in a position to
declare your registration statement effective until all outstanding comments, if any, on your
request for confidential treatment have been cleared.

We urge all persons who are responsible for the a ccuracy 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 rel ating 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 registration 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 fili ng;
 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.

Nicholas J. Virca
HedgePath Pharmaceuticals, Inc.
September 26 , 2014
Page 2

 Please refer to Rules 460 and 461 regarding request s 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 responsibilities 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 co ntact J ohnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any
questions.

Sincerely,

         /s/ Daniel Greenspan for

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Lawrence A. Rosenbloom, Esq.
Ellenoff Grossman & Schole LLP

Mail Stop 4720
September 15, 2009
         Richard J. Freer, Ph.D.  Chief Operating Officer and Acting Secretary  Commonwealth Biotechnologies, Inc.  601 Biotech Drive Richmond, Virginia 23235
Re: Commonwealth Biotechnologies, Inc.
  Revised Preliminary Proxy Statement on Form PRER14A
  Filed September 14, 2009   File No. 001-13467

Dear Dr. Freer:
We have completed our review of your Revised Preliminary Proxy Statement on
Form PRER14A and have no further comments at this time.

     S i n c e r e l y ,
 Jeffrey Riedler
                                                                                                Assistant Director

Mail Stop 4720
September 10, 2009
         Richard J. Freer, Ph.D.  Chief Operating Officer and Acting Secretary  Commonwealth Biotechnologies, Inc.  601 Biotech Drive Richmond, Virginia 23235
Re: Commonwealth Biotechnologies, Inc.
  Revised Preliminary Proxy Statement on Form PRER14A
  Filed September 1, 2009   File No. 001-13467

Dear Dr. Freer:
This is to advise you that we have limited our review of the above proxy
statement to the issues identified below.  Where indicated, we think you should revise your documents in response to our comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Revised Preliminary Proxy Statement

1. We note that you have included a proposal in your revised proxy statement in
relation to the sale of CBI Services and Fairfax Identity Laboratories to Bostwick Laboratories, Inc.  As this transaction appears to involve the sale of a substantial part of the Company’s assets, please revise your proxy statement to provide all disclosure required under Item 14 of Schedule 14A in relation to this transaction, including historical and pro forma financial statements.  Please see Question 6 to the Telephone Interpretations, Third Supplement July 2001.

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc.  September 10, 2009 Page 2

2. We also note that as part of your Asset Sale to Bostwick Laboratories, Inc.,
Bostwick will offer employment to your President and Executive Vice President.  Please revise your proxy statement to describe any conflicts of interest that may exist in relation to the approval of the transaction.  Please include the disclosure required under Item 5 of Schedule 14A.

3. We note your disclosure in the Form 8-K filed September 4, 2009, that you have
entered into a definitive agreement with GL Group to acquire all of the outstanding shares of GL Biochem (Sha nghai) Ltd, GL Biochem (Danyang) Ltd,
GL Peptide (Binhai) Ltd, and 86% of the shares of GL Peptide (Shanghai) Ltd.  We also note your disclosure that a definitive agreement for the sale of CBI Services and FIL divisions to Bostwi ck Laboratories was a  key condition
precedent to your definitive agreement with GL Group.  Note A to Schedule 14A requires that you provide all information that would be required if shareholders were voting on the acquisition of GL Group unless the shareholders will have an opportunity to vote on the acquisition in the future.  Please revise your filing to provide all required information relating to this transaction.  Alternatively, if shareholders will have an opportunity to vote on the transaction, revise your filing to provide a summary of the acquisition and indicate that the shareholders will have an opportunity to vote on the transaction.

* * *

As appropriate, please amend your filing in response to these comments.  Please
furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc.  September 10, 2009 Page 3
In connection with responding to our comments, please provide, in writing, a
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 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 federal securities laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
 Please contact Bryan Pitko at (202) 551-3203 with any questions.  In this regard
please also feel free to contact me at (202) 551-3715.

     S i n c e r e l y ,
 Jeffrey Riedler
                                                                                                Assistant Director

Mail Stop 6010                                                                      May 26, 2009           Richard J. Freer, Ph.D.  Chief Operating Officer and Acting Secretary  Commonwealth Biotechnologies, Inc.  601 Biotech Drive Richmond, Virginia 23235
Re: Commonwealth Biotechnologies, Inc.
  Preliminary Proxy Statement on Form PRE14A
  Filed May 18, 2009   File No. 001-13467

Dear Dr. Freer:
This is to advise you that we have limited our review of the above proxy
statement to the issue identified below.  Where indicated, we think you should revise your documents in response to our comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Preliminary Proxy Statement

Proposal Two, page 13

1. Rule 14a-4(a)(3) as promulgated under the Exchange Act requires that the form of
proxy “identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters.” Please revise your preliminary proxy statement to “unbundle” the various proposals listed as items A, B, C, and D under Proposal 2.  Please ensure that

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc.  May 26, 2009 Page 2
each item is separately identified and discussed in the proxy statement and can be
separately voted upon by shareholders.
 2. Please quantify the number of shares issuable under the Fornova Note and the
Modification Agreement and include the percentage of outstanding shares represented by each issuance.  In addition, please provide a discussion of the potential dilutive impact that such issuance would have on shareholders.

3. Please disclose the percentage of outstanding shares that Fornova will hold if all
of the shares under the note are issued.

4. We note that you have not provided the financial information required under Item
13 of Schedule 14A.  Please revise your preliminary proxy statement to include the financial information required by this item, or properly incorporate the information by reference to your annual report.  If you do not believe that financial statements are material to the shareholders’ voting decision, please provide us with a detailed analysis in support of your position.

Proposal Three, page 17

 5. We note that you have not included information regarding plans and other
arrangements not subject to security holder action as required under Item 10(c) of Schedule 14A.  Please revise your preliminary proxy statement to include this information.  See Item 201(d) of Regulation S-K.

* * *

As appropriate, please amend your filing in response to this comment.  Please
furnish a cover letter with your amendment that keys your responses to our comment and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP.  Please understand that we may have additional comments after reviewing your amendment and responses to our comment.
 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc.  May 26, 2009 Page 3
In connection with responding to our comments, please provide, in writing, a
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 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 federal securities laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
 Please contact Bryan Pitko at (202) 551-3203 with any questions.  In this regard
please also feel free to contact me at (202) 551-3715.

     S i n c e r e l y ,                                                                 Jeffrey Riedler
                                                                                                 Assistant Director

Via Facsimile and U.S. Mail Mail Stop 6010           February 27, 2009  Mr. James H. Brennan Commonwealth Biotechnologies, Inc. Vice President Financial Operations   601 Biotech Drive  Richmond, Virginia 23235
Re: Commonwealth Biotechnologies, Inc.
 Item 4.01 Form 8-K
Filed February 24, 2009
 File No. 000-06334

Dear Mr. Brennan:

We have completed our review of your Form 8-K and have no further comments
at this time.

       S i n c e r e l y ,            T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

Correspondence

 James Brennan

 Vice President
Financial Operations

 February 26, 2009

 By EDGAR

 Tabatha Akins

 Staff Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 6010

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Commonwealth Biotechnologies, Inc.

 Current Report on Form
8-K filed February 24, 2009

 File No: 001-13467

 Dear Ms. Akins:

 On behalf of Commonwealth Biotechnologies, Inc. (“CBI”) and in response to the comments set forth
in your letter dated February 25, 2009, we are writing to supply additional information and clarify the disclosure made in the captioned Form 8-K (the “Form 8-K”).

1.
Your reference to the “Prior to the engagement of Witt Mares” in the first paragraph is too vague. Please amend your filing to specify whether, during your past two
fiscal years through the date of engagement (February 18, 2009), you consulted Witt Mares, PLC regarding any of the matters outlined in Item 304(a)(2) of Regulation S-K.

 As discussed with Commission staff, CBI clarifies that CBI has not, at any time prior to the engagement of Witt Mares, PLC on February 18, 2009,
including during the past two fiscal years and interim period through the date of engagement on February 18, 2009, ever consulted Witt Mares, PLC regarding any of the matters outlined in Item 304(a)(2) of Regulation S-K. Pursuant to
discussions with Commission staff, CBI will not be filing a Form 8-K/A addressing the above comment as the initially-filed Form 8-K fully disclosed all matters required under Item 4.01 of a registrant that has never consulted a new auditor
prior to engaging that auditor.

 * * * * * * * * *

 CBI also acknowledges that (1) it is responsible for the adequacy and accuracy of the disclosure in the filing; (2) 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 (3) CBI 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.

 James Brennan

 Vice President
Financial Operations

 Thank you in advance for your assistance in reviewing this response. Should you have any questions with respect to the
above responses, please contact me.

 Sincerely,

 /s/ James H. Brennan

 James H. Brennan

cc:

Richard J. Freer, Ph.D.

Bradley A. Haneberg, Esq.

Anthony W. Basch, Esq.

Zachary B. Ring, Esq.

Via Facsimile and U.S. Mail Mail Stop 6010           February 25, 2009  Mr. James H. Brennan Commonwealth Biotechnologies, Inc. Vice President Financial Operations   601 Biotech Drive  Richmond, Virginia 23235
Re: Commonwealth Biotechnologies, Inc.
 Item 4.01 Form 8-K
Filed February 24, 2009
 File No. 000-06334

Dear Mr. Brennan:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to these comment.  If you
disagree, we will consider your explanation as  to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary  in your explanation.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 1. Your reference to the “Prior to the e ngagement of Witt Mares” in the first
paragraph is too vague.  Please amend your  filing to specify whether, during your
past two fiscal years through the date  of engagement (February 18, 2009), you
consulted Witt Mares, PLC regarding any of the matters outlined in Item 304(a)(2) of Regulation S-K.

*    *    *    *

Mr. James H. Brennan
Commonwealth Biotechnologies, Inc. February 25, 2009 Page 2
  As appropriate, please amend your filing a nd respond to this comment within five
business days or tell us when you will provide  us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comment.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comment or changes to disclosure in  response to staff comment do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comment as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

Mr. James H. Brennan
Commonwealth Biotechnologies, Inc. February 25, 2009 Page 3
 If you have any questions, please do not hesitate to call me at (202) 551-3658.
        S i n c e r e l y ,            T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t

Via Facsimile and U.S. Mail Mail Stop 6010           January 26, 2009  Mr. James H. Brennan Commonwealth Biotechnologies, Inc. Vice President Financial Operations   601 Biotech Drive  Richmond, Virginia 23235
Re: Commonwealth Biotechnologies, Inc.
 Item 4.01 Form 8-K    File No. 000-06334

Dear Mr. Brennan:

We have completed our review of your Form 8-K and have no further comments
at this time.
       S i n c e r e l y ,
          T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t

Via Facsimile and U.S. Mail Mail Stop 6010           January 14, 2009  Mr. James H. Brennan Commonwealth Biotechnologies, Inc. Vice President Financial Operations   601 Biotech Drive  Richmond, Virginia 23235
Re: Commonwealth Biotechnologies, Inc.
 Amended Item 4.01 Form 8-K
Filed January 13, 2009
 File No. 000-06334

Dear Mr. Brennan:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 1. Please amend your filing to also include a statement indicating whether the board
of directors recommended or approved th e decision to change accountants.  Refer
to Item 304(a)(1)(iii) of Regulation S-K.
 2. Upon amending your filing, please include, as Exhibit 16, an updated letter from
your former accountants, BDO Seidman, LLP, as required by Item 304(a)(3) of Regulation S-K. Please ensure that your  former accountants date their letter.

Mr. James H. Brennan
Commonwealth Biotechnologies, Inc. January 14, 2009 Page 2
 *    *    *    *

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
 If you have any questions, please do not hesitate to call me at (202) 551-3658.
        S i n c e r e l y ,            T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t

Via Facsimile and U.S. Mail Mail Stop 6010           January 8, 2009  Mr. James H. Brennan Commonwealth Biotechnologies, Inc. Vice President Financial Operations   601 Biotech Drive  Richmond, Virginia 23235
Re: Commonwealth Biotechnologies, Inc.
 Item 4.01 Form 8-K
Filed January 6, 2009
 File No. 000-06334

Dear Mr. Brennan:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 1. We note that your disclosure references the Item 4.01 Form 8-K filed on
November 11, 2008.  Please note that inco rporating by reference the original
disclosures in the Item 4.01 8-K is not appropriate.  Please amend your filing to
include the information disclosed in your  original Item 4.01 Form 8-K, filed on
November 11, 2008.

Mr. James H. Brennan
Commonwealth Biotechnologies, Inc. January 8, 2009 Page 2
 2. Upon amending your filing, please include, as Exhibit 16, an updated letter from
your former accountants, BDO Seidman, LLP, as required by Item 304(a)(3) of Regulation S-K. Please ensure that your  former accountants date their letter.

*    *    *    *

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
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 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 federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. James H. Brennan
Commonwealth Biotechnologies, Inc. January 8, 2009 Page 3
 If you have any questions, please do not hesitate to call me at (202) 551-3658.
        S i n c e r e l y ,            T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

CORRESPONDENCE

 April 30, 2008

 By
EDGAR

 Jeffrey P. Riedler, Esq.

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange
Commission

 Mail Stop 3561

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Commonwealth Biotechnologies, Inc.

Registration Statement on Form S-1

File No: 333-148942

 Dear Mr. Riedler:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned requests acceleration of the effective date of the
above-captioned Registration Statement to 5:00 p.m., Eastern Daylight Time, on April 30, 2008 or as soon thereafter as practicable.

 In
connection with this request, the undersigned acknowledges as follows:

•

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

•

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

•

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

Sincerely,

COMMONWEALTH BIOTECHNOLOGIES, INC.

By:

/s/ Paul D’Sylva, Ph.D.

Paul D’Sylva, Ph.D.

Chief Executive Officer

 cc: Rose Zukin, Esq.

Mail Stop 6010         April 29, 2008   Richard J. Freer, Ph.D. Chairman and Chief Operating Officer Commonwealth Biotechnologies, Inc. 601 Biotech Drive Richmond, VA 23235
Re: Commonwealth Biotechnologies, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1/A
  Filed 4/18/08   File Number 333-148942
Dear Dr. Freer:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Amendment No. 1 to Form S-1/A

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc.
April 29, 2008 Page 2

General

1. We note your response to Comment 12.  Gi ven the size relative to the number of
shares outstanding held by non-affiliates, the nature of the offering and the selling
security holders, the trans action appears to be a primary offering. Because you are
not eligible to conduct a primary offeri ng on Form S-3 you are not eligible to
conduct a primary at-the-market offering under Rule 415(a)(4).

• Please file a registration statement for the “resale” offering at the time of
each conversion because you are not e ligible to conduct the offering on a
delayed or continuous basis under Rule 415(a)(1)(x);

• Please identify the selling shareholders  as underwriters in the registration
statement; and
 • Please include the price at which the unde rwriters will sell the securities.

Private Placement of Convertible Notes and Warrants, page 28

2. We note your response to Comment 2 and re issue the comment in part.  We note
that in the “Expenses of Private Plac ement Transactions” table on pages 30-31,
you have listed “selling stockholders” as  a payee to several payments you may
need to make in connection with the pr ivate placement.  Please expand your
disclosure to clarify whether by “sel ling stockholders” you mean that you may
need to make the payments to each selling stockholder,  or to the selling
stockholders in the aggregate.
 3. We note your response to Comment 2 and re issue the comment in part.  We note
that in the seventh row in the “Expenses of Private Placement Transactions” table on page 31, you describe a fee for liquidate d damages for failure to timely deliver
shares upon receipt of notice of conversion of Convertible  Notes or exercise of
Warrants.  Please expand your disclosure  to state whether there is a maximum
amount of liquidated damages you may pa y, and if so, please quantify that
maximum amount.
 Exhibit Index, page S-2

4. Please file the legal opinion of Kaufma n & Canoles, P.C. with your next
amendment.

* * *

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc.
April 29, 2008 Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, 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 this ac tion as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
   Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.         S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r         A s s i s t a n t  D i r e c t o r

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. April 29, 2008 Page 4

 cc: Bradley A. Haneberg, Esq.  Anthony W. Basch, Esq.  Kaufman & Canoles, P.C.
 Three James Center, 12th Floor
 1051 East Cary Street  Richmond, VA 23219

CORRESP
1
filename1.htm

SEC RESPONSE LETTER

 Anthony W. Basch

 804 / 771-5725

 awbasch@kaufcan.com

 804 / 771-5700

 fax: 804 / 771-5777

 Mailing Address:

 P.O. Box 27828

 Richmond, VA 23261

 Three James Center, 12th Floor
1051 East Cary Street

 Richmond, VA 23219

 February 29, 2008

 By EDGAR and U.S. Mail

 Mr. Jeffrey P. Riedler

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 6010

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Commonwealth Biotechnologies, Inc.

 File
No: 333-148942

 Dear Mr. Riedler:

 On
behalf of Commonwealth Biotechnologies, Inc. (the “Registrant”) and in response to the comments set forth in your letter dated February 7, 2008, we are writing to supply supplemental information and to indicate the changes that will
be made in the first amendment to the captioned registration statement. Factual information provided herein has been provided to us by the Registrant. Capitalized terms used herein shall have the meanings ascribed to them in the first unless
otherwise defined herein.

 Per conversations with Commission staff, the Registrant provides these responses without filing the amendment at
this time because it is in the process of obtaining audited financial statements for filing with the amendment. Notwithstanding the foregoing, the response references certain pages in the registration statement and includes discussion suggesting
that the amendment has been filed. The page references refer to the pages in the initially filed Form SB-2 on which the new language will be placed or on which previously disclosed language is located. Language suggesting that the amendment has been
filed should be read to refer to the Registrant’s intention to make the disclosures in question in the amended registration statement upon filing with the Commission.

 Form SB-2

 1. Please provide us, with a view toward disclosure in the prospectus, with the
total dollar value of the securities underlying the convertible notes and convertible warrants that you have registered for resale (using the number of underlying

 Disclosure Required by Internal Revenue Service Circular 230: This communication is not a tax opinion. To the extent it
contains tax advice, it is not intended or written by the practitioner to be used, and it cannot be used by the taxpayer, for the purpose of avoiding tax penalties that may be imposed on the taxpayer by the Internal Revenue Service.

Chesapeake

Hampton

Newport News

Norfolk

Virginia Beach

Williamsburg

 www.kaufmanandcanoles.com

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 2

securities that you have registered for resale and the market price per share for those securities on the date of the sale of the convertible notes and
convertible warrants).

 The Registrant has revised the Prospectus Summary on page 4 to provide the disclosure requested by this
comment. The Registrant has registered for resale an aggregate of 2,388,750 Shares, without par value per Share, underlying the Convertible Notes, Class A Warrants and Class B Warrants. The market value of the Registrant’s common stock on
December 31, 2007, the date of the closing of the private placement, was $2.48 per Share (the average of the low price of $2.41 and the high price of $2.55). As a result, the aggregate dollar value of the Registered Number (as defined below) of
Shares underlying the Convertible Notes and Warrants on that date was $5,924,100.

 For the sake of clarity, this response uses the terms
“Initial Number”, “Registered Number” and “Maximum Number” to refer to three different numbers of Shares underlying the Convertible Notes.

 The “Initial Number” of Shares underlying the Convertible Notes is 975,000. In the event the Registrant does not take any action that results in the issuance of more Shares under the Convertible Notes, the
Initial Number will be the number of Shares the Selling Shareholders are entitled to receive upon conversion of the Convertible Notes. The sum of the Initial Number of Shares underlying the Convertible Notes and the registered number of Shares
underlying the Class A and Class B Warrants is 2,193,750.

 The “Registered Number” of Shares underlying the Convertible
Notes is 1,170,000. The Registered Number represents 120% of the Initial Number of Shares. The Registrant is contractually obligated to register the Registered Number of Shares for the Convertible Notes. By contrast, the Registrant is only obligated
to register 100% of the number of Shares underlying the Class A and Class B Warrants. The sum of the Registered Number of Shares underlying the Convertible Notes and the registered number of Shares underlying the Class A and Class B
Warrants is 2,388,750.

 The “Maximum Number” of Shares underlying the Convertible Notes is 1,104,108. Notwithstanding the fact
that the Registrant is contractually obligated to register the Registered Number of Shares for the Convertible Notes, the Registrant is also contractually prohibited from taking any action that would require shareholder approval under applicable
NASDAQ requirements, such as the issuance of 20% or more of its Shares at less than market value. The Maximum Number is one Share less than 20% of the number of Shares outstanding immediately prior to the private placement. The sum of the Maximum
Number of Shares underlying the Convertible Notes and the registered number of Shares underlying the Class A and Class B Warrants is 2,322,858. While this sum is greater than 20% of the number of Shares outstanding prior to the private
placement, (i) the exercise prices of the Warrants were above the Shares’ market value on December 31, 2007 and (ii)

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 3

the Warrants cannot be exercised until six months after December 31, 2007. Accordingly, the Shares underlying the Warrants do not count as part of the
20% for NASDAQ purposes.

 If the Registrant does not trigger any anti-dilution protections, then the aggregate dollar value of the Initial
Number of Shares underlying the Convertible Notes and Warrants would be $5,440,500. Even if the Registrant’s actions triggered anti-dilution protections, the aggregate dollar value of the Maximum Number of Shares underlying of Convertible Notes
and Warrants would be $5,760,687.84.

 2. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of
the dollar amount of each payment (including the value of any payments to be made in common stock) in connection with the transaction that you have made or may be required to make to any selling shareholder, any affiliate of a selling shareholder,
or any person with whom any selling shareholder has a contractual relationship regarding the transaction (including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any other
payments or potential payments). Please provide footnote disclosure of the terms of each such payment. Please do not include any shares to be issued upon the conversion of the convertible notes and convertible warrants in this disclosure.

 Further, please provide us, with a view toward disclosure in the prospectus, with disclosure of the net proceeds to the issuer from
the sale of the convertible notes and convertible warrants and the total possible payments to all selling shareholders and any of their affiliates in the first year following the sale of convertible notes and convertible warrants.

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 4

 The Registrant may be required to make the following payments in connection with the private
placement. The Registrant has included this information in a table on page 31 of the prospectus.

 Payee

 Fee

 Description of Fee

Placement Agent (Wellstone Securities LLC)

$88,000

Placement Agent cash fee equal to 5% of first million dollars and 4% of second million dollars

Placement Agent (Wellstone Securities LLC)

Warrants to purchase 97,500 Shares

Placement Agent warrant coverage of warrants to purchase 50,000 Shares for each million dollars raised in private placement, exercisable at $2.00 per Share. Shares are not required to be
registered.

Grushko & Mittman, P.C.

$28,000

Legal fees payable by Registrant to counsel for Selling Shareholders in connection with private placement

Grushko & Mittman, P.C.

$500 per hour

Fee per hour payable by Registrant to counsel for Selling Shareholders for service as collateral agent in connection with private placement; payable only upon default and only if collection
actions are taken

Libra Finance S.A.

$48,750

Due diligence fee equal to 2.5% of $1,950,000, payable to designee of lead investor for conduct of due diligence; payee is not an affiliate of Selling Shareholders

Selling Shareholders

$100 per $10,000 per day

Liquidated damages for failure to timely deliver Shares upon receipt of notice of conversion of Convertible Notes or exercise of Warrants

Selling Shareholders

Excess Purchase Price of Shares to cover conversion or exercise

In the event of a failure to timely deliver Shares within seven days after notice of conversion of Convertible Notes or exercise of Warrants, if a Selling Shareholder purchases Shares on the
open market to cover such conversion or exercise, the Registrant is obligated to pay the Selling Shareholder the amount by which (A) such total purchase price (including brokerage commissions, if any) for the Shares so purchased exceeds (B) the
aggregate principal and/or interest amount of the Note for which such conversion was not timely honored together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in
full.

Selling Shareholders

Up to $48,750

Interest payment – March 31, 2008 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – June 30, 2008 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – September 30, 2008 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – December 31, 2008 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – March 31, 2009 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – June 30, 2009 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 5

 Further, as requested, the Registrant provides the following tabular disclosure of the proceeds from
the private placement, net of required payments in the first year after the private placement. The following table does not include any penalties or payments that would be required in the event of a breach or amounts that depend on unknown variables
such as the amount of time spent by the Collateral Agent as described in the previous table. The table includes fees payable to the Selling Shareholders’ counsel and due diligence fees paid to a designee of the Selling Shareholders, as such
fees would otherwise be the responsibility of the respective Selling Shareholders, notwithstanding the fact that neither the counsel nor the due diligence entity is an affiliate of any of the Selling Shareholders. Further, the table assumes no early
conversion of the Convertible Notes and does not include any costs associated with the registration of the Shares. Finally, the table does not include any placement agent fees, as the placement agent is not an affiliate of the Selling Shareholders.
The following table is included at page 31 of the prospectus.

 Amount

 Description

$1,950,000

Gross Proceeds from Private Placement

(28,000)

Grushko & Mittman, P.C. legal fees

(48,750)

Libra Finance S.A. due diligence fee

(195,000)

Interest on Convertible Notes

$1,678,250

Net proceeds from Private Placement

 3. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure
of:

•

 the total possible profit the selling shareholders could realize as a result of the conversion discount for the securities underlying the convertible notes and
convertible warrants, presented in a table with the following information disclosed separately:

•

 the market price per share of the securities underlying the convertible notes and convertible warrants on the date of the sale of the convertible notes and
convertible warrants;

•

 the conversion price per share of the underlying securities on the date of the sale of the convertible notes and convertible warrants, calculated as follows:

•

 if the conversion price per share is set at a fixed price, use the price per share established in the purchase and sale agreement; and

•

 if the conversion price per share is not set at a fixed price and, instead, is set at a floating rate in relationship to the market price of the

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 6

underlying security, use the conversion discount rate and the market rate per share on the date of the sale of the convertible notes and convertible
warrants and determine the conversion price per share as of that date;

•

 the total possible shares underlying the convertible notes and convertible warrants (assuming no cash dividend payments, complete conversion of the shares of
convertible notes and convertible warrants);

•

 the combined market price of the total number of shares underlying the convertible notes and convertible warrants, calculated by using the market price per share
on the date of the sale of the convertible notes and convertible warrants and the total possible shares underlying the convertible notes and convertible warrants;

•

 the total possible shares the selling shareholders may receive and the combined conversion price of the total number of shares underlying the convertible notes
and convertible warrants calculated by using the conversion price on the date of the sale of the convertible notes and convertible warrants and the total possible number of shares the selling shareholders may receive; and

•

 the total possible discount to the market price as of the date of the sale of the convertible notes and convertible warrants, calculated by subtracting the total
conversion price on the date of the sale of the convertible notes and convertible warrants from the combined market price of the total number of shares underlying the convertible notes and convertible warrants on that date.

 If there are provisions in the convertible note or convertible warrant that could result in a change in the price
per share upon the occurrence of certain events, please provide additional tabular disclosure as appropriate. For example, if the conversion price per share is fixed unless and until the market price falls below a stated price, at which point the
conversion price per share drops to a lower price, please provide additional disclosure.

 The Registrant has calculated the amounts
requested by the Commission and provides them in the following table, which is now included at page 43 of the amended prospectus. As noted in the table below, only the Convertible Notes were sold at a discount to the market value on the date of
closing of the private placement. The Class A Warrants are exercisable at $2.85 per Share, a 15% premium to the closing price of the Registrant’s Shares on December 31, 2007. The Class B Warrants are exercisable at $5.00 per Share,
which represented approximately twice the market price of the Registrant’s Shares on December 31, 2007.

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 7

 If all of the Shares underlying the Convertible Notes, Class A Warrants

Mail Stop 6010         February 7, 2008   Richard J. Freer, Ph.D. Chairman and Chief Operating Officer Commonwealth Biotechnologies, Inc. 601 Biotech Drive Richmond, VA 23235
Re: Commonwealth Biotechnologies, Inc.
 Registration Statement on Form SB-2  Filed 1/30/08  File Number 333-148942
Dear Dr. Freer:

We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 2
Form SB-2

1. Please provide us, with a view toward disclosu re in the prospectus, with the total dollar
value of the securities  underlying the convertible notes and convertible warrants that you
have registered for resale (using the number of underl ying securities that you have
registered for resale and the market price pe r share for those securi ties on the date of the
sale of the convertible notes and convertible warrants).

2. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each paymen t (including the value of any payments to
be made in common stock) in connection with the transaction that you have made or may
be required to make to any selling shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholde r has a contractual re lationship regarding
the transaction (including any interest paym ents, liquidated damages, payments made to
“finders” or “placement agents,” and any othe r payments or potential payments).  Please
provide footnote disclosure of the terms of each such payment.  Please do not include any shares to be issued upon the c onversion of the convertible no tes and convertible warrants
in this disclosure.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the convertible notes and
convertible warrants and the total possible payments to all sell ing shareholders and any of
their affiliates in the first year following th e sale of convertible notes and convertible
warrants.

3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit the selling share holders could realize as a result of the
conversion discount for the securities underlying the convertible notes and
convertible warrants, presented in a tabl e with the following information disclosed
separately:

• the market price per share of the securi ties underlying the convertible notes and
convertible warrants on the date of th e sale of the convertible notes and
convertible warrants;

• the conversion price per share of the underl ying securities on the date of the sale
of the convertible notes and convertib le warrants, calculated as follows:

- if the conversion price per share is set at  a fixed price, use the price per share
established in the purchas e and sale agreement; and

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 3
- if the conversion price per sh are is not set at a fixed pr ice and, instead, is set at
a floating rate in relation ship to the market price of the underlying security,
use the conversion discount rate and the market rate per share on the date of
the sale of the convertible notes and convertible warrants and determine the
conversion price per share as of that date;

• the total possible shares underlying the c onvertible notes and convertible warrants
(assuming no cash dividend payments, comp lete conversion of the shares of
convertible notes and convertible warrants);

• the combined market price of the total number of shares underlying the
convertible notes and convert ible warrants, calculated by using the market price
per share on the date of the sale of th e convertible notes and convertible warrants
and the total possible shares underlying the convertible notes and convertible warrants;

• the total possible shares the selling shar eholders may receive and the combined
conversion price of the total number of shares underlying the convertible notes
and convertible warrants calculated by us ing the conversion pr ice on the date of
the sale of the convertible notes and c onvertible warrants an d the total possible
number of shares the selling shareholders may receive; and

• the total possible discount to  the market price as of th e date of the sale of the
convertible notes and convertible warrants, calculated by subtracting the total conversion price on the date of the sale of the convertible notes and convertible
warrants from the combined market price of the total number of shares underlying
the convertible notes and convertible warrants on that date.

If there are provisions in the convertible note or convertible warrant that could result in a
change in the price per sh are upon the occurrence of certain events, please provide
additional tabular disclosure as  appropriate.  For example, if the conversion price per
share is fixed unless and until the market price falls below a stated price, at which point the conversion price per share drops to a lower price, please provide additional
disclosure.

4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit to be  realized as a result of any conversion discounts for
securities underlying any other warrants, options, notes, or othe r securities of the
issuer that are held by the selling shareholders or any affiliates of the selling shareholders, presented in a table with th e following information disclosed separately:

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 4
• market price per share of the underlying secu rities on the date of  the sale of that
other security;

• the conversion/exercise price per share as of the date of the sale of that other
security, calculated as follows:

- if the conversion/exercise price per share is set at a fixed price, use the price
per share on the date of the sa le of that othe r security; and

- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversion/ex ercise discount rate and the market
rate per share on the date of the sale of  that other security  and determine the
conversion price per share as of that date;

• the total possible shares to  be received under the partic ular securities (assuming
complete conversion/exercise);

• the combined market price of the total number of underlying shares, calculated by
using the market price per share on the date of the sale of that other security and
the total possible shares  to be received;

• the total possible shares to  be received and the combin ed conversion price of the
total number of shares underlying that other security calculated by using the
conversion price on the date of the sale of that other security and the total possible
number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of that
other security, calculated by subtracting th e total conversion/exercise price on the
date of the sale of that other security from the combined market price of the total number of underlying shares on that date.

5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the gross proceeds paid or payable to the i ssuer in the private placement transaction;

• all payments that have been made or that  may be required to be made by the issuer
that are disclosed in response to comment 2;

• the resulting net proceeds to the issuer; and

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 5
• the combined total possible profit to be realized as a result of any conversion
discounts regarding the securities underlyi ng the convertible notes and convertible
warrants issued in the private placement and any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders that is di sclosed in response to comments 3 and 4.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possi ble payments as disclosed in
response to comment 2 and the total possible di scount to the market price of the shares
underlying the convertible notes and convertib le warrants as disclosed in response to
comment 3 divided by the net proceeds to the is suer from the sale of the convertible notes
and convertible warrants.

6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholde r has a contractual re lationship regarding
the transaction (or any predecessors of thos e persons), with the table including the
following information disclosed separately for each transaction:

• the date of the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction and held by persons other than the selling
shareholder, affiliates of the company, or affiliates of the selling shareholder;

• the number of shares of the class of securi ties subject to the transaction that were
issued or issuable in connection with the transaction;

• the percentage of total issued  and outstanding securities that  were issued or issuable
in the transaction (assuming full issuance), with the percentage calculated by taking
the number of shares issued and outstanding prior to the applicable transaction and
held by persons other than the selling sh areholders, affiliates of the company, or
affiliates of the selling shareholders, and dividing that number by the number of shares issued or issuable in connect ion with the applic able transaction;

• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction (reverse split ad justed, if necessary); and

• the current market price per share of the cla ss of securities subject  to the transaction
(reverse split adjusted, if necessary).

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 6

7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to  the private placement transaction that
are held by persons other th an the selling shareholders, affiliates of the company,
and affiliates of the selling shareholders;

• the number of shares registered for resale by the selling shareholders or affiliates of the selling shareholders in  prior registration statements;

• the number of shares registered for resale by the selling shareholders or affiliates of the selling shareholders that continue to be held by the selling shareholders or
affiliates of the selling shareholders;

• the number of shares that have been sold in registered resale  transactions by the
selling shareholders or affiliates of the selling shareholders; and

• the number of shares registered for resale on behalf of the selling shareholders or
affiliates of the selling shareholders in the current transaction.
 In this analysis, the calculation of the number of outstanding shares should not
include any securities underl ying any outstanding convertib le securities, options, or
warrants.

8. Please provide us, with a view toward disclo sure in the prospectus , with the following
information:

• whether the issuer has the in tention, and a reasonable basi s to believe that it will
have the financial ability, to make all payments and dividends on the overlying securities; and

• whether – based on information obtained from  the selling shareholders – any of the
selling shareholders have an existing s hort position in the company’s common stock
and, if any of the selling shareholders have an existing short position in the
company’s stock, the following additional information:

- the date on which each such selling share holder entered into that short position;
and

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 7
- the relationship of the date on which each such selling shareholder entered into that short position to the date of the announcement of the private placement
transaction and the filing of the registration statement ( e.g., before or after the
announcement of the private placement transa ction, before the filing or after the
filing of the registrati on statement, etc.).

9. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have
existed in the past three years or are to be performed in the futu re between the issuer
(or any of its predecessors) and the selli ng shareholders, any affiliates of the selling
shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons) – the
information provided should include, in reason able detail, a complete description of
the rights and obligations of the parties in connection with the sale  of the convertible
notes and convertible notes; and
• copies of all agreements between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom the any selling shareholder has a contractual relationship regarding the transaction (or
any predecessors of those pe rsons) in connection with th e sale of the convertible
notes and convertible warrants.

If it is your view that  such a description of  the relationships and arrangements between
and among those parties already is presented in  the prospectus and that all agreements
between and/or among those parties are included as exhibits to the registration statement,
please provide us with confirmati on of your view in this regard.

10. Please provide us, with a view toward disclosu re in the prospectus, with a description of
the method by which the company determined the number of shares it seeks to register in
connection with this registration statement.  In this regard, please ensure that the number
of shares registered in the fee table is cons istent with the shares listed in the “Selling
Shareholder” section of the prospectus.

11. With respect to the shares to be offered for resale by each selling secu rity holder that is a
legal entity, please disclose th e natural person or persons who exercise the sole or shared
voting and/or dispositive powers with respec t to the shares to be offered by that
shareholder.

Richard J. Freer, Ph.D.