SecProbe.io

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 Northwest Biotherapeutics,
Inc.

 4800 Montgomery Lane, Suite
800

 Bethesda, MD 20814

 November 24, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re: Request for Acceleration of Effectiveness of

 Registration Statement on Form S-3 (File
No. 333-291044)

 To Whom It May Concern:

 Northwest Biotherapeutics, Inc., a Delaware corporation
(the "Company"), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective
date of the Company's Registration Statement on Form S-3 (File No. 333-291044) (the "Registration Statement") be accelerated
and that it be declared effective November 25, 2025 at 4:00 p.m. Eastern time, or as soon as practicable thereafter, unless we or our
outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some
other time.

 Please direct any questions regarding this filing
to Brian Lane of Gibson, Dunn & Crutcher LLP at (202) 887-3646.

 Very truly yours,

 /s/ Linda F. Powers

 Linda F. Powers

 Chief Executive Officer of Northwest Biotherapeutics, Inc.

 cc:	Brian Lane, Gibson, Dunn & Crutcher LLP

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Northwest Biotherapeutics,
Inc.

4800 Montgomery Lane, Suite
800

Bethesda, MD 20814

October 24, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Daniel Crawford

 Re: Request for Acceleration of Effectiveness of

Registration Statement on Form S-3 (File
No. 333-267933)

Dear Mr. Crawford:

Northwest Biotherapeutics,
Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933,
as amended, that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-267933) (the “Registration
Statement”) be accelerated and that it be declared effective October 25, 2022 at 4:00 p.m. Eastern time, or as soon as practicable
thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be
declared effective at some other time.

Please direct any questions
regarding this filing to Brian Lane of Gibson, Dunn & Crutcher LLP at (202) 887-3646.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers

Chief Executive Officer of Northwest Biotherapeutics,
Inc.

cc:	        Brian Lane, Gibson, Dunn & Crutcher
LLP

United States securities and exchange commission logo
October 21, 2022
Linda Powers
Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD 20814
Re:Northwest Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed October 18, 2022
File No. 333-267933
Dear Linda Powers:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian J. Lane, Esq.

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1
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Northwest Biotherapeutics,
Inc.

4800 Montgomery Lane, Suite
800

Bethesda, MD 20814

October 21, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Daniel Crawford

 Re: Request for Acceleration of Effectiveness of

Registration Statement on Form S-3 (File
No. 333-267933)

Dear Mr. Crawford:

Northwest Biotherapeutics, Inc., a Delaware corporation
(the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective
date of the Company’s Registration Statement on Form S-3 (File No. 333-267933) (the “Registration Statement”) be accelerated
and that it be declared effective October 25, 2022 at 4:00 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside
counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.

Please direct any questions regarding this filing
to Brian Lane of Gibson, Dunn & Crutcher LLP at (202) 887-3646.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers

Chief Executive Officer of Northwest Biotherapeutics, Inc.

cc:	        Brian Lane, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
July 14, 2022
Linda F. Powers
Principal Financial and Accounting Officer
NORTHWEST BIOTHERAPEUTICS INC
4800 Montgomery Lane, Suite 800
Bethesda , MD 20814
Re:NORTHWEST BIOTHERAPEUTICS INC
Form 10-K filed March 1, 2022
File No. 001-35737
Dear Ms. Powers:
            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

United States securities and exchange commission logo
June 28, 2022
Linda F. Powers
Principal Financial and Accounting Officer
NORTHWEST BIOTHERAPEUTICS INC
4800 Montgomery Lane, Suite 800
Bethesda , MD 20814
Re:NORTHWEST BIOTHERAPEUTICS INC
Form 10-K filed March 1, 2022
File No. 001-35737
Dear Ms. Powers:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2021
Exhibits
1.It appears that your Form 10-K is incorporated by reference into your Form S-3 filed
October 18, 2019. We note that you filed the consent of your independent registered
public accounting firm, Marcum LLP, covering the 2019 financial statements included in
your 2021 Form 10-K. However, we note that you did not file the consent of your
independent registered public accounting firm, Cherry Bekaert LLP, covering the 2020
and 2021 financial statements. Please amend your Form 10-K to file the consent or tell us
why this is not required. See Item 601 of Regulation S-K.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-

 FirstName LastNameLinda F. Powers
 Comapany NameNORTHWEST BIOTHERAPEUTICS INC
 June 28, 2022 Page 2
 FirstName LastName
Linda F. Powers
NORTHWEST BIOTHERAPEUTICS INC
June 28, 2022
Page 2
3355 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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October 29, 2019

Via Edgar Only

United States Securities and Exchange Commission

Mail Stop 6010

Washington, D.C. 20549

Attention: Ms. Ada D. Sarmento

SEC Division of Corporation Finance

 Re: Northwest Biotherapeutics, Inc.

Registration Statement on Form S-3

Filed on October 18, 2019

File No. 333-234248

Dear Ms. Sarmento:

Please be advised that the undersigned is
the duly elected Chief Executive Officer of Northwest Biotherapeutics, Inc. (the "Registrant"). Having been advised that
the Commission has no further comments to the Registrant's Form S-3 Registration Statement (File No. 333-234248), the Registrant
hereby requests acceleration of the effective date of the Registration Statement on Thursday, October 31, 2019 at 4:00 p.m., or
as soon thereafter as practicable.

Should you have any questions in regard
to this correspondence or any other matter relating to this Registrant’s filing, please do not hesitate to contact me.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers

October 28, 2019
Linda F. Powers
Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD 20814
Re:Northwest Biotherapeutics, Inc.
Registration Statement on Form S-3
Filed October 18, 2019
File No. 333-234248
Dear Ms. Powers:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian J. Lane, Esq.

April 5, 2018
Linda Powers
Chief Executive Officer and Chairman
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD 20814
Re:Northwest Biotherapeutics, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 26, 2018
File No. 001-35737
Dear Ms. Powers:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Eric Scarazzo

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April 4, 2018

VIA EDGAR

Dorrie Yale and Mary Beth Breslin

Office of Healthcare & Insurance

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Northwest Biotherapeutics, Inc.

Amendment No. 1 to

Preliminary Proxy Statement on Schedule 14A

Filed March 26, 2018

File No. 001-35737

Dear Ms. Yale and Ms. Breslin:

On behalf of our client, Northwest Biotherapeutics,
Inc. (the “Company”), this letter responds to your letter, dated April 2, 2018 (the “Comment Letter”),
regarding the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). The comment
of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by its corresponding
response. The Company has today filed Amendment No. 1 to its Preliminary Proxy Statement (the “Revised Proxy Statement”),
containing changes and revisions in response to the Staff’s comments. For ease of reference, the heading and numbered paragraph
below corresponds to the heading and numbered comment in the Comment Letter. The response of the Company is set forth in ordinary
type beneath the corresponding comment of the Staff appearing in bold type.

Proposal No. 1, page
5 and Proposal No. 2, page 7

 1. Please expand your disclosure here and in the section describing Proposal No. 2 to specifically state whether you have any
plans, proposals or arrangements, written or oral, to issue any of the newly authorized shares of common stock or preferred stock
for general corporate or any other purposes. If there are any such plans, please describe them in the appropriate section.

Response: The Company acknowledges the Staff’s
comment and understands it should be applied to Proposal No. 1 and Proposal No. 2. Consequently, the Company has revised accordingly
the sections “Effects and Purpose of the Increase in Authorized Common Stock” on page 5 and “Effects and Purpose
of the Increase in Authorized Preferred Stock” on page 7 of the Revised Proxy Statement.

*	*	*

We would be pleased to address any further
Staff comments or questions related to the above matters. If the Staff wishes to discuss this letter at any time, please do not
hesitate to contact our counsel at Gibson, Dunn & Crutcher LLP, Eric Scarazzo at (212) 351-2389 or Brian Lane at (202) 887-3646,
or Leslie J. Goldman, Senior Vice President, at (240) 234-0059.

Very truly yours,

/s/ Eric M. Scarazzo

April 2, 2018
Linda Powers
Chief Executive Officer and Chairman
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD 20814
Re:Northwest Biotherapeutics, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 26, 2018
File No. 001-35737
Dear Ms. Powers:
            We have limited our review of your filing to those issues we have addressed in our
comment.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal No. 1, page 5
1.Please expand your disclosure here and in the section describing Proposal No. 2 to
specifically state whether you have any plans, proposals or arrangements, written or oral,
to issue any of the newly authorized shares of common stock or preferred stock for
general corporate or any other purposes.  If there are any such plans, please describe them
in the appropriate section.
            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.

 FirstName LastNameLinda Powers
 Comapany NameNorthwest Biotherapeutics, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Linda Powers
Northwest Biotherapeutics, Inc.
April 2, 2018
Page 2
            Please contact Dorrie Yale at 202-551-8776 or Mary Beth Breslin at 202-551-3625 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Eric Scarazzo

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October 17, 2016

Via Edgar Only

United States Securities and Exchange Commission

Mail Stop 6010

Washington, D.C. 20549

Attention: Suzanne Hayes,

Assistant Director

    Re:
    Northwest Biotherapeutics, Inc.

    Registration Statement on Form S-3

    Filed on September 23, 2016, as amended

    File No. 333-213777

Dear Ms. Hayes:

Please be advised that
the undersigned is the duly elected Chief Executive Officer of Northwest Biotherapeutics, Inc. (the "Registrant").

Having been advised
that the Commission has no further comments to the Registrant's Form S-3 Registration Statement (File No. 333-213777), the Registrant
hereby requests acceleration of the effective date of the Registration Statement on Tuesday, October 18, 2016 at 10:00 a.m., or
as soon thereafter as practicable.

The Registrant hereby acknowledges that:

 · should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

 · 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.

Should you have any
questions in regard to this correspondence or any other matter relating to this Registrant’s filing, please do not hesitate
to contact me.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers

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October 10, 2016

VIA EDGAR ONLY

United States Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

 Attention:   Suzanne Hayes

Assistant
Director

    Re:
    Northwest Biotherapeutics, Inc.

    Registration Statement on Form S-3

    Filed September 23, 2016

    Amended October 3, 2016

    File No.  333-213777

Dear Ms. Hayes:

Please be advised that
the undersigned is the duly appointed Chief Executive Officer of Northwest Biotherapeutics, Inc., the above-referenced issuer (the
“Issuer”). This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to Northwest Biotherapeutics, Inc. (the “Issuer”) provided in your letter dated
October 5, 2016 (the “Comment Letter”).

The purpose of this
correspondence is to provide responses to the Comment Letter to the Commission, to illustrate the revisions to the registration
statement on Form S-3, as amended (the “Registration Statement”) and provide explanation, where necessary. Our responses
follow the text of the Staff comment reproduced for your convenience.

Cover Page

 1. It appears that you are relying on General Instruction I.B.6 of Form S-3 for this offering. If
so, please revise your prospectus cover page to disclose the calculation of the aggregate market value of your outstanding voting
and nonvoting common equity and the amount of all securities offered pursuant to General Instruction I.B.6 during the prior 12
calendar month period that ends on, and includes, the date of the prospectus. Refer to Instruction 7 to General Instruction I.B.6.
Otherwise, please provide us your analysis demonstrating your eligibility to use Form S-3.

United States Securities and Exchange Commission

October 10, 2016

Page 2

Please note the Registration Statement was revised to include
the following disclosure regarding General Instruction I.B.6 of Form S-3:

Pursuant to
General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding
more than one-third of our “public float” (the market value of our common stock held by our non-affiliates) in any
12-month period so long as our public float remains below $75,000,000. We have not sold any of our common stock or securities convertible
into our common stock during the 12 calendar months prior to and including the date of this prospectus pursuant to Instruction
I.B.6.

Incorporation of Certain Documents by Reference, page 24

 2. Please revise this section to incorporate by reference the amended annual report on Form 10-K filed
on April 29, 2016, the Form 8-K filed on March 3, 2016, and the amended Form 8-K filed on September 19, 2016.

The documents incorporated by reference were revised as follows:

(1) Our Annual Report on Form 10-K
for the fiscal year ended December 31, 2015, filed on March 16, 2016 and amended on Form 10-K/A filed on April 29, 2016;

(3) Our Current Reports on Form 8-K
filed with the SEC on March 3, 2016, May 2, 2016, May 3, 2016, May 16, 2016, June 30, 2016, July 11, 2016, August 23, 2016, September
6, 2016, September 9, 2016, as amended by Form 8-K/A filed on September 19, 2016, and September 15, 2016.

Exhibit 5.1

 3. Please have counsel revise the legal opinion to cover the Units.

The opinion of counsel
has been revised to opine as to the legality of the units that may be offered by including the following paragraph:

The opinion was revised to include the following paragraph:

United States Securities and Exchange Commission

October 10, 2016

Page 3

7. With respect
to any Units, when (i) the Unit Agreements have been duly authorized, executed, and delivered by the Company, (ii) the specific
terms of a particular issuance of Units have been duly established by such Unit Agreements in accordance with applicable law (including,
without limitation, the adoption by the Board of Directors of the Company of a resolution duly authorizing the issuance and delivery
of the Units), and duly executed and delivered on behalf of the Company against payment therefor in accordance with the terms and
provisions of the Unit Agreements and as contemplated by the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (iii) the Registration Statement and any required post-effective amendments thereto and any and all Prospectus
Supplement(s) required by applicable laws have all become effective under the Securities Act, and assuming (a) that the terms of
the Units as executed and delivered are as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s),
(b) that the Units as executed and delivered do not violate any law applicable to the Company or result in a default under or breach
of any agreement or instrument binding upon the Company, and (c) that the Units as executed and delivered comply with all requirements
and restrictions, if any, applicable to the Company, whether imposed by any court or governmental or regulatory body having jurisdiction
over the Company, the Units will constitute valid and binding obligations of the Company.

The Issuer hereby acknowledges
that:

●      should the Commission
or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;

●      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.

If you should have
any questions about this letter or require any further information, please do not hesitate to contact the undersigned or the Issuer’s
counsel Peter Campitiello, Esq. at (212) 519-5109.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers,

Chief Executive Officer

Mail Stop 4546

October 5, 2016

Via E -mail
Linda F. Powers
Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD 20814

 Re: Northwest Biotherapeutics, Inc.
  Registration Statement on Form S-3
Filed September 23, 2016
Amended October 3, 2016
  File No. 333 -213777

Dear Ms . Powers:

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 be lieve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

Cover Page

1. It appears that  you are relying on General Instruction I.B.6 of Form S -3 for this offering.
If so, please revise your prospectus cover page to disclose the calculation of the aggregate
market val ue of your outstanding voting and nonvoting common equity and the amount
of all securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar
month period that ends on, and includes, the date of the prospectus.   Refer to Instruction
7 to General Instruction I.B.6.   Otherwise, please provide us your analysis demonstrating
your eligibility to use Form S -3.

Linda F. Powers
Northwest Biotherapeutics, Inc.
October 5, 2016
Page 2

 Incorporation of Certain Documents by Reference, page 24

2. Please revise this section to incorporate by reference  the amended annua l report on Form
10-K filed on April 29, 2016 , the Form 8 -K filed on March 3, 2016 , and the amended
Form 8 -K filed on September 19, 2016 .

Exhibit 5.1

3. Please have counsel revise the legal opinion to cover the Units.

We remind you that the company and its  management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Scot Foley at (202) 551 -3383 or Joseph McCann  at (202) 551 -6262
with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
        Office of Healthcare and
        Insurance

cc:  Peter Campitiello, Esq. – Kane Kessler, P.C.

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December 21, 2015

Via Edgar Only

United States Securities and Exchange Commission

Mail Stop 6010

Washington, D.C. 20549

    Attention:
    Suzanne Hayes,

    Assistant Director

    Re:
    Northwest Biotherapeutics, Inc.

    Registration Statement on Form S-3

    Filed on November 13, 2015

    File No. 333-207976

Dear Ms. Hayes:

Please be advised that
the undersigned is the duly elected Chief Executive Officer of Northwest Biotherapeutics, Inc. (the "Registrant").

Having been advised
that the Commission has no further comments to the Registrant's Form S-3 Registration Statement (File No. 333-207-76), the Registrant
hereby requests acceleration of the effective date of the Registration Statement on Tuesday, December 22, 2015 at 4:00 p.m., or
as soon thereafter as practicable.

The Registrant hereby acknowledges that:

 · should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

 · 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.

Should you have any
questions in regard to this correspondence or any other matter relating to this Registrant’s filing, please do not hesitate
to contact me.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers

CORRESP
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December 14, 2015

VIA EDGAR ONLY

United States Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

    Attention:
    Suzanne Hayes

    Assistant Director

    Re:
    Northwest Biotherapeutics, Inc.

    Registration Statement on Form S-3

    Filed November 13, 2015

    File No. 333-207976

Dear Ms. Hayes:

Please be advised that
the undersigned is the duly appointed Chief Executive Officer of Northwest Biotherapeutics, Inc., the above-referenced issuer (the
“Issuer”). This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to Northwest Biotherapeutics, Inc. (the “Issuer”) provided in your letter dated
December 3, 2015 (the “Comment Letter”).

The purpose of this
correspondence is to provide responses to the Comment Letter to the Commission and provide explanation, where necessary. Our responses
follow the text of the Staff comment reproduced for your convenience.

Incorporation of Certain Documents by Reference, page 24

 1. Please amend this disclosure to include the current report on Form 8-K you filed on February 10,
2015.

We have amended the
Registration Statement to incorporate by reference the Current Report on Form 8-K filed on February 10, 2015 and an additional
Current Report filed on December 14, 2015.

United States Securities and Exchange Commission

December 14, 2015

Page 2

Exhibit Index, page II-6

 2. We note your indication that you may file Exhibit 4.5 with a current report on Form 8-K to be incorporated
by reference to this registration statement. Please be advised that your indenture must be filed with the registration statement,
and qualified under the Trust Indenture Act of 1939, at the time the registration statement is declared effective. Accordingly,
please file the form of indenture with a pre-effective amendment to this registration statement and remove the language indicating
that you may file it post-effectively as an exhibit to a current report on Form 8-K. See Trust Indenture Act Compliance and Disclosure
Interpretation, Section 201.02, available at http://www.sec.gov/divisions/corpfin/guidance/tiainterp.htm.

We have amended the
Registration Statement to include the Form of Indenture as Exhibit 4.5 which is attached to the Amended Registration Statement.

 3. Similarly, we note your indication that you may file Exhibit 25.1 with a current report on Form
8-K to be incorporated by reference to this registration statement. Please note that you must separately file the Form T-1 under
the electronic form type “305B2” and not in a post-effective amendment or in a Form 8-K. Refer to Question 206.01 of
the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations, available at http://www.sec.gov/divisions/corpfin/guidance/tiainterp.htm.
Please revise your exhibit index accordingly.

We have amended the
footnote to read:

+ To be filed separately under electronic
form type 305B2, if necessary.

Exhibit 5.1

 4. Please amend your opinion of counsel to include an opinion as to the legality of the units that
may be offered using this registration statement.

The opinion of counsel
has been revised to opine as to the legality of the units that may be offered by including the following paragraph:

 5. With respect to any Units (the “ Offered Units
”), assuming (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has
become effective under the Securities Act; (ii) an appropriate Prospectus Supplement with respect to the Offered Units has been
prepared, delivered and filed in compliance with the Securities Act and the applicable Securities Act Rules; (iii) if the Offered
Units are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered
Units has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors
of the Company, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all
necessary corporate action to approve the issuance of the Offered Units and related matters; (v) the issuance and sale of the
Offered Units does not violate any applicable law or the Certificate of Incorporation or the By-laws or result in a default under
or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company; and (vi) the due issuance and delivery of the Offered Units against
payment of adequate consideration therefore (not less than the par value of the Offered Units) in accordance with the Registration
Statement and Prospectus Supplement and, if applicable, a definitive underwriting agreement approved by the Board of Directors
of the Company, the Offered Units when issued will be validly issued, fully paid and non-assessable.

United States Securities and Exchange Commission

December 14, 2015

Page 3

The Issuer hereby acknowledges
that:

●	should the Commission
or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;

●	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.

If you should have
any questions about this letter or require any further information, please do not hesitate to contact the undersigned or the Issuer’s
counsel Peter Campitiello, Esq. at (212) 519-5109.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers,

Chief Executive Officer

December 3, 2015

Via E -mail
Linda F. Powers
Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD 20814

Re: Northwest Biotherapeutics, Inc.
  Registration Statement on Form S-3
Filed  November 13, 2015
  File No.  333-207976

Dear Ms. Powers :

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 com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Incorporation of Certain Documents by Reference, page 24

1. Please amend this disclosure to include the current report on Form 8 -K you filed on
February 10, 2015.

Exhibit Index , page II -6

2. We note your indication  that you  may file Ex hibit 4.5 with a current report on Form 8 -K
to be incorporated by reference to this registration statement.  Please be advised that your
indenture must be filed with the registration statement , and qualified under the Trust
Indenture Act of 193 9, at the time the registration statement is declared effective.
Accordingly, please file the form of indenture with a pre -effective amendment to this
registration statement and remove the language indicating that you may file it post -
effectively as an exh ibit to a current report on Form 8 -K. See Trust Indenture Act

Linda F. Powers
Northwest Biotherapeutics, Inc.
December 3, 2015
Page 2

 Compliance and Disclosure Interpretation, Section 201.02, available at
http://www.sec.gov/divisions/corpfin/guidance/t iainterp.htm .

3. Similarly, we note your indication  that you may file  Exhibit 25.1 with a current report on
Form 8 -K to be incorporated by reference to this registration statement . Please note that
you must separately file the Form T -1 under the electronic f orm type “305B2 ” and not in
a post -effective amendment or in a Form 8 -K.  Refer to Question 206.01 of the Trust
Indenture Act of 1939 Compliance and Disclosure Interpretations, available at
http://www.sec.gov/divisions/corpfin/guidance/tiainterp.htm . Please revise your e xhibit
index accordingly .

Exhibit 5.1

4. Please amend your opinion of counsel to include an opinion as to the legality of the units
that may  be offer ed using this registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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 Commission or the staff, acting pursuant to delegated authority, declare the
filing effec tive, 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.

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 proposed
public offering of the securities specified in the above registration statement.  Please allow

Linda F. Powers
Northwest Biotherapeutics, Inc.
December 3, 2015
Page 3

 adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Scot Foley at (202) 551 -3383, Amy Reischauer at (202) 551 -3793 or
me at (202) 551 -3675 with any questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Peter Campitiello, Esq.
Kane Kessler, P.C.
 1350 Avenue of the Americas
New York, New York 10019

December 31 , 2014

Via E -mail
Linda  F. Powers
Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD 20814

Re: Northwest Biotherapeutics, Inc.
 Form 10-K for Fiscal Year Ended December 31 , 2013
Filed April 1, 2014
File No. 001-35737

Dear Ms. Powers :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action  with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

CORRESP
1
filename1.htm

December 19, 2014

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Jeffrey P. Riedler, Assistant Director

    Ms. Christina De Rosa

    Mr. Daniel Greenspan

 Re: Northwest Biotherapeutics, Inc.

Form 10-K for the Year Ended December 31, 2013

Filed April 1, 2014

File No. 001-35737

Ladies and Gentlemen:

On behalf of Northwest Biotherapeutics,
Inc. (the “Company”), this letter responds to your letter, dated November 13, 2014 (the “Comment Letter”),
regarding the above-referenced Annual Report on Form 10-K (the “Annual Report”), filed on April 1, 2014. The
comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below. The response of
the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in bold type.

General

 1. We note that Cognate BioServices, Inc. owns more than ten percent of your common stock, yet it does not appear to have filed
any Section 16 ownership reports. Please advise.

We respectfully advise the Staff that, on
the date hereof, Cognate Bioservices, Inc. filed Form 3 and Form 4 Section 16 ownership reports with respect to its beneficial
ownership of the Company’s common stock.

The Company hereby acknowledges that: (i)
the Company is responsible for the adequacy and accuracy of the disclosure in the Annual Report; (ii) Staff comments or changes
to disclosure in response to Staff comments do not foreclose the U.S. Securities and Exchange Commission (the “Commission”)
from taking any action with respect to the filing and (iii) the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

We would be pleased to address any further
Staff comments or questions related to the above matters. If the Staff wishes to discuss this letter at any time, please do not
hesitate to contact Linda Powers, President and Chief Executive Officer, or Leslie Goldman, Senior Vice President, Business Development
at (240) 497-9024.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers

President and Chief Executive Officer

 cc: Glenn R. Pollner, Gibson, Dunn & Crutcher LLP

  Reed Brodsky, Gibson, Dunn & Crutcher LLP

  William Scherman, Gibson, Dunn & Crutcher LLP

CORRESP
1
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December 12, 2014

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Jeffrey P. Riedler, Assistant Director

Ms.
Christina De Rosa

Mr.
Daniel Greenspan

 Re: Northwest Biotherapeutics, Inc.

Form
10-K for the Year Ended December 31, 2013

Filed
April 1, 2014

File
No. 001-35737

Ladies and Gentlemen:

On behalf of Northwest Biotherapeutics,
Inc. (the “Company”), this letter responds to your letter, dated November 13, 2014 (the “Comment Letter”),
regarding the above-referenced Annual Report on Form 10-K (the “Annual Report”), filed on April 1, 2014. We
are continuing to work with Cognate BioServices, Inc. to respond to the Comment Letter, but require additional time. Accordingly,
we are requesting until Friday, December 19, 2014 to allow additional time to compile our response.

If the Staff wishes to discuss this matter
at any time, please do not hesitate to contact Linda Powers, President and Chief Executive Officer, or Leslie Goldman, Senior Vice
President, Business Development at (240) 497-9024.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers

President and Chief Executive Officer

 cc: Glenn R. Pollner, Gibson, Dunn & Crutcher LLP

Reed
Brodsky, Gibson, Dunn & Crutcher LLP

William
Scherman, Gibson, Dunn & Crutcher LLP

CORRESP
1
filename1.htm

December 2, 2014

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Jeffrey P. Riedler, Assistant Director

  Ms. Christina De Rosa

  Mr. Daniel Greenspan

 Re: Northwest Biotherapeutics, Inc.

Form 10-K for the Year Ended December 31, 2013

Filed April 1, 2014

File No. 001-35737

Ladies and Gentlemen:

On behalf of Northwest Biotherapeutics,
Inc. (the “Company”), this letter responds to your letter, dated November 13, 2014 (the “Comment Letter”),
regarding the above-referenced Annual Report on Form 10-K (the “Annual Report”), filed on April 1, 2014. We
are working with Cognate BioServices, Inc. to respond to the Comment Letter, but require additional time. Accordingly, we are requesting
until Friday, December 12, 2014 to allow additional time to compile our response.

If the Staff wishes to discuss this matter
at any time, please do not hesitate to contact Linda Powers, President and Chief Executive Officer, or Leslie Goldman, Senior Vice
President, Business Development at (240) 497-9024.

    Very truly yours,

    /s/  Linda F. Powers

    Linda F. Powers

    President and Chief Executive Officer

 cc: Glenn R. Pollner, Gibson, Dunn & Crutcher LLP

  Reed Brodsky, Gibson, Dunn & Crutcher LLP

  William Scherman, Gibson, Dunn & Crutcher LLP

November 13, 2014

Via E -mail
Linda  F. Powers
Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD 20814

Re: Northwest Biotherapeutics, Inc.
 Form 10-K
Filed April 1, 2014
Response dated October 20, 2014
File No. 001-35737

Dear Ms. Powers :

We have reviewed your filing  and supplemental response  and have the following
comment .

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies  to your facts and circumstanc es or do not
believe an amendment is appropriate, please tell us why in your response.

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

General

1. We n ote that Cognate BioServices , Inc.  owns more than ten  percent of your common
stock , yet it does not appear to have filed any Section 16 ownership reports.  Please
advise.

We urge all persons who are responsible for the accuracy and adequa cy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

Linda F. Powers
Northwest Biotherapeutics, Inc.
November 13, 2014
Page 2

  the company is responsible for the adequ acy 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 d efense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Christina De Rosa at (202) 551 -3577, Daniel Greenspan at (202) 551 -3623
or me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
Assistant Director

CORRESP
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[Letterhead of Northwest Biotherapeutics]

October 20, 2014

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Jeffrey P. Riedler, Assistant Director

Ms. Christina De Rosa

Mr. Daniel Greenspan

 Re: Northwest Biotherapeutics, Inc.

Form
10-K for the Year Ended December 31, 2013

Filed
April 1, 2014

File
No. 001-35737

Ladies and Gentlemen:

On behalf of Northwest Biotherapeutics,
Inc. (the “Company”), this letter responds to your letter, dated September 29, 2014 (the “Comment Letter”),
regarding the above-referenced Annual Report on Form 10-K (the “Annual Report”), filed on April 1, 2014. Each
comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by the
corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Each response of the Company is set forth in ordinary type beneath the corresponding comment of
the Staff appearing in bold type.

Item 1. Business, page
1

Intellectual Property
and Orphan Drug Designation, page 16

 1. We note your disclosure that you have over 180 issued and pending patents worldwide. Please expand your patent disclosure
to specify, for each of your most material patents and patent applications:

 · the product or technology to which it relates;

 · the type of patent protection (e.g., composition, use, etc.);

 · the specific jurisdictions in which such patents or applications are issued or pending; and

 · the expiration date or expected expiration date, if issued.

In response to the Staff’s comment,
the Company proposes to revise the discussion of its intellectual property in its Annual Report for the year ending December 31,
2014 as set forth in Annex A hereto.

The Company hereby acknowledges that: (i)
the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure
in response to Staff comments do not foreclose the U.S. Securities and Exchange Commission (the “Commission”) from
taking any action with respect to the filing and (iii) the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

We would be pleased to address any further
Staff comments or questions related to the above matters. If the Staff wishes to discuss this letter at any time, please do not
hesitate to contact Linda Powers, President and Chief Executive Officer, or Leslie Goldman, Senior Vice President, Business Development
at (240) 497-9024.

Very truly yours,

/s/ Linda F. Powers

Linda F. Powers

President and Chief Executive Officer

 cc: Glenn R. Pollner, Gibson, Dunn & Crutcher LLP

Reed
Brodsky, Gibson, Dunn & Crutcher LLP

William
Scherman, Gibson, Dunn & Crutcher LLP

ANNEX
A

REVISED
DISCLOSURE

Intellectual Property and Orphan Drug Designation

We have an integrated strategy
for protection of our technology through both patents and other mechanisms, such as Orphan Drug status. As of December 31, 2013,
we have over 112 issued and 68 pending patent applications worldwide, grouped into 17 patent families. Of these, 73 issued patents
and 46 pending patent applications relate to our DCVax products. In the US and Europe, some of our patents and applications relate
to the composition and use of products, while other patents and applications related to other aspects such as manufacturing and
quality control. For example, in the US we have 3 issued and 5 pending patent applications that relate to the composition and/or
use of our DCVax products. We also have other U.S patents and applications that cover, among other things, quality control for
DCVax, as well as an automated system which we believe will play a major role in the scale-up of production for large numbers of
patients on a cost-effective basis. Similarly, in Europe, we have 3 patents issued by and 5 pending patent applications with the
European Patent Office ("EPO") that cover our DCVax products, and other patents and applications that cover aspects such
as manufacturing and quality control, and the automated system. In Japan, we have 3 issued patents and 4 pending patent applications
relating to our DCVax products, as well as manufacturing related patents. Patents have been granted and are pending in other foreign
jurisdictions we consider important potential future markets for our DCVax products.

During 2012, a dozen new patents,
including one European and twelve other foreign patents, were issued to us as part of our worldwide patent portfolio. The newly
issued patents covered a variety of subject matter, such as the proprietary activation for DCVax-Direct, the machines and systems
to manufacture DCVax-Direct, certain processes for enhancing the potency of dendritic cells in general, certain measures of product
quality, and other matters.

During 2013, 8 new patents, including 3
U.S. and 5 other foreign patents, were issued to us as part of our worldwide patent portfolio. The newly issued patents cover a
variety of subject matter, such as the proprietary partial maturation for DC-Vax-Direct, the machine and systems to manufacture
DCVax-Direct, and certain processes for enhancing the potency of dendritic cells in general, and other matters.

In September 2013, we announced
that we had been issued U.S. patent #8,518,636, covering a next-generation process for manufacturing lower cost human dendritic
cells of both a higher quality and higher reliability. This next generation system has already been cleared by the FDA for use
in the manufacturing of dendritic cells for our clinical trials. These systems are now in use producing the vaccines which have
already been injected into the tumors of DCVax-Direct patients.

The expiration dates of the issued
U.S. patents in our portfolio relating to our DCVax products range from 2022 to 2026. The expiration dates of the issued European
patents in our portfolio relating to our DCVax products range from 2022 to 2026. For some of the earlier dates, we plan to seek
extensions of the patent life where available, and believe we have reasonable grounds for doing so.

In addition to our patent portfolio, we have obtained Orphan
Drug designation for our lead product, DCVax-L for glioma brain cancers. Such designation brings with it a variety of benefits,
including potential market exclusivity for seven years in the U.S. and ten years in Europe if our product is the first of its type
to reach the market.

This market exclusivity applies
regardless of patents (i.e, even if the company that developed it has no patent coverage on the product). In addition, the time
period for such market exclusivity does not begin to run until product sales begin. In contrast, the time period of a patent begins
when the patent is filed and runs down during the years while the product is going through development and clinical trials.

In order to qualify for these
incentives, a company must apply for designation of its product as an “Orphan Drug” and obtain approval from the FDA,
or its counterpart, abroad. In addition, for the market exclusivity, a product must be either the first of its kind for a particular
disease to reach the market, or clinically superior to a product currently on the market. The U.S. and the European Union each
granted an Orphan Drug designation for our DCVax-L product for GBM.

September 29, 2014

Via E -mail
Linda  F. Powers
Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD 20814

Re: Northwest Biotherapeutics,  Inc.
 Form 10-K
Filed April 1, 2014
File No. 001-35737

Dear Ms. Powers :

We have reviewed your filing an d have the following comment .

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respon se.

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

Item 1. Business
Intellectual Property and Orphan Drug Designation, page 16

1. We note your disclo sure that you have over 180 issued and pending patents worldwide.
Please expand your patent disclosure to  specify , for each of your most  material patents
and patent applications:

 the product or technology to which it relates ;
 the type of patent protectio n (e.g., composition, use, etc.);
 the specific jurisdictions in which such patents or applications are issued or
pending;  and
 the expiration date or expected expiration date, if issued.

We urge all persons who are responsible for the accuracy and adequac y of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Linda F. Powers
Northwest Biotherapeutics, Inc.
September 29, 2014
Page 2

 in possession of all facts relating to a c ompany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

 the company is responsible for the adequa cy 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.

Please contact Christina De Rosa at (202) 551 -3577, Daniel Greenspan at (202) 551 -3623
or me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Reed Brodsky , Esq.
William Scherman , Esq.
 Gibson Dunn

CORRESP
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filename1.htm

Northwest Biotherapeutics
Inc.

4800 Montgomery Lane, Suite 800

Bethesda, MD 20814

February 4, 2013

VIA EDGAR

United States Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Austin Stephenson

 Re: Northwest Biotherapeutics, Inc.

Registration
Statement on Form S-3

File No. 333-185898

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Northwest Biotherapeutics,,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
be accelerated so that it will become effective at 4 p.m., Eastern Standard Time, on Tuesday, February 5, 2013, or as soon thereafter
as possible. The Company acknowledges that: 1) should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 2) the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 3) the Company may not assert the
declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

NORTHWEST BIOTHERAPEUTICS,
INC.

By: /s/ Linda
F. Powers

Name: Linda F.
Powers

Title: Chief Executive
Officer

January 11, 2013

Via E -mail
Ms. Linda F. Powers
Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane , Suite 800
Bethesda, MD 20814

Re: Northwest Biotherapeutics, Inc.
  Registration Statement on Form S-3
Filed  January 7, 2013
  File No.  333-185898

Dear Ms. Powers :

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 .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

Exhibits, page 27

1. In order to qualify your i ndenture under the Trust Indentu re Act of 1939, you must
have a Form of I ndenture on file at the time of effectiveness of the registration
statement.   Please fil e by pre -effective amendment a Form of I ndenture as an exhibit
to your registration statement and eliminate any language indicating that the indenture
may be filed post -effectively through  a Form 8 -K.

2. We note that Exhibit 23.1 attached to the filing , entitled “Consent of Independent
Registered Public Accounting Firm,” does not include the signature of the accountant .
Please amend to  include this signature in the Exhibit .

Linda F. Powers
Northwest Biotherapeutics, Inc.
January 11, 2013
Page 2

 Incorporation of Documents by Reference, page 25

3. Please revise your disclos ure to incorporate by reference the  Form 8 -K filed on
December 7, 2012.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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 Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effectiv e, 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 proposed
public offering of the securitie s 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.

Linda F. Powers
Northwest Biotherapeutics, Inc.
January 11, 2013
Page 3

 Please contact Austin Stephenson at (202) 551 -3192 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

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

August 14, 2012

Via E -mail
Linda Powers
Chief Executive Officer and Chairman
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD  20814

Re: Northwest Biotherapeutics, Inc.
 Preliminary Information Statement on Schedule 14C
Filed August 2, 2012
File No. 000 -33393

Dear Ms. Powers :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey Riedler
Assistant Director

CORRESP
1
filename1.htm

Northwest
Biotherapeutics, Inc.

4800 Montgomery Lane, Suite 800

Bethesda, MD 20814

August 13, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Jeffrey Riedler, Assistant Director

 Re: Northwest Biotherapeutics, Inc.

    Preliminary
Information Statement on Schedule 14C

Filed
August 2, 2012

File
No. 000-33393

Ladies and Gentlemen:

The following
responses address the comments of the reviewing Staff of the Securities and Exchange Commission (the “Staff”) as set
forth in a comment letter dated August 9, 2012 relating to the above-referenced preliminary information statement of Northwest
Biotherapeutics, Inc. (the "Company")

Amendment of Company’s Certificate
of Incorporation to Increase Shares of Blank Check Preferred Stock From 20,000,000 to 40,000,000, page 26

 1. We note your disclosure that the increase in the number of authorized shares of Preferred Stock
would provide the company with increased flexibility to meet future working capital and capital expenditure requirements through
equity financings. Please disclose whether you currently have, or do not have, any plans, arrangements or understandings, written
or oral, to issue any shares of Preferred Stock. If such plans exist, please disclose all material information.

Response:

The information statement will be revised
to disclose that the Company does not currently have any plans, arrangements or understandings, written or oral, to issue any shares
of Preferred Stock, in accordance with the Staff’s comment, as set forth in the marked page to the information statement
attached as Exhibit A hereto.

The Company acknowledges 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 law of the United States.

Very truly yours,

/s/ Linda Powers

Chief Executive Officer

Exhibit A

AMENDMENT OF THE COMPANY’S CERTIFICATE
OF INCORPORATION TO INCREASE SHARES OF BLANK CHECK PREFERRED STOCK FROM 20,000,000 TO 40,000,000

The Company’s Board of Directors,
and the holders of the majority of the voting power of our stockholders have approved, an amendment to the Company’s Certificate
of Incorporation, substantially in the form of Appendix C hereto (the “Blank Check Amendment”), to increase the number
of authorized shares of preferred stock, $0.001 par value ("Preferred Stock") from 20,000,000 to 40,000,000. The Company’s
Certificate of Incorporation authorizes the issuance of 450,000,000 shares of common stock, par value $0.001 (“Common Stock”)
and 20,000,000 shares of Preferred Stock. As of June 28, 2012, 165,245,389 shares of Common Stock are issued and outstanding and
0 shares of Preferred Stock are issued and outstanding. The Board of Directors will be authorized to fix the designations, rights,
preferences, powers and limitations of each series of the Preferred Stock. The increase in our authorized shares of blank check
preferred stock will be effective upon the filing of the Blank Check Amendment with the Secretary of State of Delaware. We will
file the Blank Check Amendment with the Secretary of State of Delaware, approximately, but not less than, 20 days after the mailing
of the definitive information statement.

The term "blank check" preferred
stock refers to stock which gives the Board of Directors of a corporation the flexibility to create one or more series of preferred
stock, from time to time, and to determine the relative rights, preferences, powers and limitations of each series, including,
without limitation: (i) the number of shares in each series, (ii) whether a series will bear dividends and whether dividends will
be cumulative, (iii) the dividend rate and the dates of dividend payments, (iv) liquidation preferences and prices, (v) terms of
redemption, including timing, rates and prices, (vi) conversion rights, (vii) any sinking fund requirements, (viii) any restrictions
on the issuance of additional shares of any class or series, (ix) any voting rights and (x) any other relative, participating,
optional or other special rights, preferences, powers, qualifications, limitations or restrictions.

Effect of Amendment on Current Stockholders

The additional shares of Preferred Stock
authorized pursuant to the Blank Check Amendment could be issued, at the discretion of the Board, for any proper corporate purpose,
without further action by the stockholders other than as may be required by applicable law. Existing stockholders do not have preemptive
rights with respect to future issuance of Preferred Stock by the Company and their interest in the Company could be diluted by
such issuance with respect to any of the following: earnings per share, voting, liquidation rights and book and market value.

Following the filing of the Blank Check
Amendment, the Board of Directors will have the power to issue the additional shares of Preferred Stock in one or more classes
or series with such preferences and voting rights as the Board of Directors may fix in the resolution providing for the issuance
of such shares. The issuance of additional shares of Preferred Stock could affect the relative rights of the Company’s shares
of Common Stock. Depending upon the exact terms, limitations and relative rights and preferences, if any of the shares of Preferred
Stock as determined by the Board of Directors at the time of issuance, the holders of shares of Preferred Stock may be entitled
to a higher dividend rate than that paid on the Common Stock, a prior claim on funds available for the payment of dividends, a
fixed preferential payment in the event of liquidation and dissolution of the Company, redemption rights, rights to convert their
shares of Preferred Stock into shares of Common Stock, and voting rights which would tend to dilute the voting control of the Company
by the holders of shares of Common Stock. Depending on the particular terms of any series of the Preferred Stock, holders thereof
may have significant voting rights and the right to representation on the Company’s Board of Directors. In addition, the
approval of the holders of shares of Preferred Stock, voting as a class or as a series, may be required for the taking of certain
corporate actions, such as mergers.

Purpose of Proposed Increase in Authorized Preferred Shares

The Board of Directors believes that the
proposed increase in the number of authorized shares of Preferred Stock is desirable because it would provide the Company with
increased flexibility of action to meet future working capital and capital expenditure requirements through equity financings
without the delay and expense ordinarily attendant on obtaining further stockholder approvals. The Board of Directors believes
that the increase in the number of authorized shares of Preferred Stock will improve the Company’s ability to attract needed
investment capital, as various series of the Preferred Stock may be customized to meet the needs of any particular transaction
or market conditions. The Company does not currently have any plans, arrangements or understandings,
written or oral, to issue any of the shares of Preferred Stock.

Possible Anti-Takeover Effects of Blank Check Amendment

The issuance of shares of Preferred Stock
may have the effect of discouraging or thwarting persons seeking to take control of the Company through a tender offer, proxy fight
or otherwise or seeking to bring about removal of incumbent management or a corporate transaction such as a merger. For example,
the issuance of shares of Preferred Stock in a public or private sale, merger or in a similar transaction may, depending on the
terms of the series of Preferred Stock dilute the interest of a party seeking to take over the Company. Further, the authorized
Preferred Stock could be used by the Board of Directors for adoption of a stockholder rights plan or "poison pill."

August 9, 2012

Via E -mail
Linda Powers
Chief Executive Officer and Chairman
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, MD  20814

Re: Northwest Biotherapeutics, Inc.
 Preliminary Information Statement on Schedule 14C
Filed August 2, 2012
File No. 000 -33393

Dear Ms. Powers :

We have limited our review of your filing to the issue addressed in the following
comment.

Please respond to this letter by amending your filing and providing the requested
information .  If you do not believe our comment applies to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

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

Amendment of Company’s Certificate of Incorporation to Increase Shares of Blank Check
Preferred Stock From 20,000,000 to 40,000,000, page 26

1. We note your disclosure that the increase in the number of authorized shares of Preferred
Stock would provide the company with increased flexibility of action to meet future
working capital and capital expenditure requirements through equity financings.  Please
disclose whether you currently have, or do not have, any plans , arrangements or
understandings, written or oral, to issue any of the shares of Preferred Stock.  If such
plans exist, please disclose all material information.

We urge all persons who are responsible for the accuracy and adequacy of the disclosu re
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosu re, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Linda Powers
Northwest Biotherapeutics, Inc.
August 9, 2012
Page 2

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

 the company is responsible for the adequacy and accuracy o f 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.

Please contact  Karen Ubell at (202) 551 -3873  or me at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey Riedler
Assistant Director

January 19, 2012
 Via E-mail

Linda F. Powers Chief Executive Officer Northwest Biotherapeutics, Inc.  4800 Montgomery Lane, Suite 800 Bethesda, Maryland 20814
Re: Northwest Biotherapeutics, Inc.
  Registration Statement on Form S-1
Filed January 10, 2012
  File No. 333-178958

Dear Ms. Powers:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  Please respond to  this letter by amending your registration
statement as requested.  If you do not believe that these comments apply to your facts and
circumstances, or do not believe an amendment is appropriate, please tell us  why in a response.
 After reviewing the next amendment to your registration statement and the information
you provide in response to these comments,  we may have additional comments.

Executive Compensation, page 55

1. Please update your registration statement to provide the information required by Item 402
of Regulation S-K for the fiscal year that  ended on December 31, 2011.  We refer you to
Compliance and Disclosure Interpretation 117.05.
 Signatures, page 85

2. Form S-1 requires that you include the signa tures of the individuals acting as your
principal executive officer, pr incipal financial officer, a nd your principal accounting
officer or controller. If a person serves in  more than one of these capacities you should
indicate each capacity in which the person is  signing on the signatu re page. Please amend
your registration statement accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Linda F. Powers Northwest Biotherapeutics, Inc.  January 19, 2012 Page 2

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

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

Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director
   cc: Peter Campitiello, Esq.
Tarter Krinsky & Drogin LLP 1350 Broadway New York, New York 10018

CORRESP
1
filename1.htm

February 6, 2012

VIA EDGAR ONLY

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jeffrey Riedler,

Assistant Director

Re:   Northwest Biotherapeutics, Inc.

Registration Statement on Form S-1

Filed January 10, 2012

File No. 333-178958

Dear Mr. Riedler:

Please be advised that
the undersigned is the duly elected Chief Executive Officer of Northwest Biotherapeutics, Inc. (the "Registrant"). Having
been advised that the Commission has no further comments to the Registrant's Form S-1 Registration Statement, the Registrant hereby
requests acceleration of the effective date of the Registration Statement to Wednesday, February 8, 2012 at 9:00 a.m., or as soon
thereafter as practicable.

The Registrant hereby acknowledges that:

 ·          should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

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

Should you have any questions in regard to this correspondence or
any other matter relating to this Registrant’s filing, please do not hesitate to contact me.

Very truly yours,

/s/ Linda Powers

    Linda Powers
 Chief Executive Officer

CORRESP
1
filename1.htm

February 3, 2012

VIA EDGAR ONLY

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jeffrey Riedler,

                   Assistant Director

Re:   Northwest Biotherapeutics, Inc.

Registration Statement on Form S-1

Filed January 10, 2012

File No. 333-178958

Dear Mr. Riedler:

This letter is in response
to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the
above-referenced filings provided in your letter dated January 19, 2012 (the “Comment Letter”). In response to these
comments, Northwest Biotherapeutics, Inc. (the “Company”) has caused to be filed Amendment No. 1 on Form S-1. The purpose
of this correspondence is to illustrate these changes to the Commission and provide explanation, where necessary. Our responses
follow the text of each Staff comment reproduced consecutively for your convenience.

Executive Compensation, page 55

 1. Please update your registration statement to provide the information required by Item 402 of Regulation
S-K for the fiscal year ended on December 31, 2011. We refer you to Compliance and Disclosure Interpretation 117.05.

The Executive Compensation disclosure has been
updated and is provided below in its entirety:

EXECUTIVE COMPENSATION

Summary Compensation Table

Compensation Discussion and Analysis

Our Process

Typically, our executive
compensation is comprehensively assessed and analyzed annually; however, given our limited funding since 2002, our executives have
received infrequent increases in their compensation. During 2011, our executives also received equity based incentives.

    1

Normally, the review process
includes, but is not limited to, the following steps:

    ·
    The Compensation Committee reviews the performance of the Chief Executive Officer and other senior executives;

    ·
    The current annual compensation of senior management and long-term compensation grants made over the past few years are reviewed;

    ·
    The appropriate performance metrics and attributes of annual and long-term programs for the next year are considered and discussed;

    ·
    The entirety of our compensation program is considered;

    ·
    For our top officers, if peer group compensation is available for their position, we use a blend of survey and peer compensation for comparison, as we compete not only in our own market, but nationally and across industries, for talent;

    ·
    The compensation practices of our peer companies are reviewed, including their practices with respect to equity and other grants, benefits and perquisites;

    ·
    The compensation of our management team from the standpoint of internal equity, complexity of the job, scope of responsibility and other factors is assessed; and

    ·
    Management’s stock ownership is reviewed.

Management has the following involvement with
the executive compensation process:

    ·
    The Chief Executive Officer recommends salaries, annual and long-term incentive targets, and plan amendments and design before recommendations are submitted to the Compensation Committee for approval; and

    ·
    The Chief Executive Officer is involved in establishing and recommending to the Compensation Committee financial goals for the incentive programs based on management’s operational goals and strategic plans.

Compensation Goals

Our philosophy regarding
executive compensation is to attract and retain highly qualified people by paying competitive salaries, and to link the financial
interests of our senior management to those of our stockholders by tying compensation to the achievement of operational and financial
objectives. Our compensation package for our officers includes both short-term and long-term features in the forms of base salary
and equity-based incentives in the form of stock options, which are granted periodically at the discretion of the Compensation
Committee.

Elements of Executive Compensation

Base Salaries

Base salaries for all
executive officers are reviewed annually. The Compensation Committee reviews the compensation of the President and Chief Executive
Officer. The President and Chief Executive Officer, together with the compensation committee, review the other executive officer’s
compensation. The Compensation Committee also consults with the President and Chief Executive Officer with respect to the compensation
package for all other executive officers. In evaluating salaries, each officer’s individual performance during the prior
year, as well as salary levels in the biotechnology industry for comparable positions are considered. In determining how the respective
officer contributes to the Company, current corporate performance, as well as the potential for future performance gains, is considered.
No specific weight is attributed to the foregoing for purposes of determining base salaries.

    2

Equity-Based Incentives

We provide our executive
officers with long-term incentives through Stock Option Plans, (as defined under “— Equity Plans” below), all
described in more detail below. The primary objective of this plan is to provide an incentive for employees, including our executive
officers, to make decisions and take actions that maximize long-term stockholder value. The plans are designed to promote this
long-term focus by using discretionary grants and long-term vesting periods. Subject to the terms of the plans, the Compensation
Committee determines the terms and conditions of options granted under the plans, including the exercise price, which is based
on fair value of our stock on the date of grant. For various motivation and retention considerations, option awards granted subsequent
to our initial public offering in December 2001 generally vest over four years. The Compensation Committee believes that stock
options provide an incentive for employees, allowing us to attract and retain high quality management and staff. Stock options
were issued to five (5) executives in 2011.

Employee and Executive Benefits

Our executives participate
in many of the same employee benefit programs as our other employees. The core employee benefit programs include a tax-qualified
retirement plan, medical coverage, dental coverage, life insurance, disability coverage, and vacation. The tax qualified retirement
plan is a 401(k) plan. We made matching contributions to each employee’s 401(k) plan account of $0.50 for each dollar contributed
on the first $3,000 of compensation contributed to the plan. Our matching contribution policy was terminated effective March 2006.
All of these matching contribution amounts to our Named Executive Officers are shown in the All Other Compensation
footnote to the Summary Compensation Table following this section.

Perquisites

Historically, we have
offered only a very limited number of perquisites to our executives as an incremental benefit to recognize their position within
the Company. No perquisites of any kind were offered to executives in 2011.

Compensation of the President and Chief
Executive Officer

In assembling the compensation
package for our President and Chief Executive Officer, the Compensation Committee considers our annual and long-term performance,
the performance of the President and Chief Executive Officer, and our cash resources and needs. Although the Committee’s
overall goal is to set the President and Chief Executive Officer’s salary at the median level for competitors that are similar
in industry size and performance, the actual level approved by the Committee may be higher or lower based upon the Committee’s
subjective evaluation of the foregoing. Consistent with the foregoing, the Compensation Committee set the annual base salary for
the President and Chief Executive Officer, Dr. Alton Boynton, at $331,250 for the fiscal year ended 2011. On June 21, 2011, Dr.
Alton Boynton was offered and accepted the position of Chief Science Officer, thereby stepping down from his role as President
and Chief Executive Officer. Ms. Linda Powers then assumed the role of President and Chief Executive at an annual base salary of
$360,000.

Summary Compensation Table

The following table sets
forth certain information concerning compensation paid or accrued to our named executive officers (the “Named Executive Officers”)
during the years ended December 31, 2011, 2010, and 2009. The Option Awards shown in the table below do not constitute cash
or value actually received by the named executive officer. Instead, the amounts shown are the non-cash aggregate fair values of
Option Awards that were granted during the periods presented but were then subject to vesting requirements. The majority of the
Options were not vested and will not vest unless certain milestones are met in the future, or certain employment period requirements
are met in the future. With respect to the portion of the Options that did vest, in the case Ms. Powers and Mr. Goldman, upon vesting
all of those Options became subject to an extended lock-up (until the earlier of 18 months or the Company reaching the primary
endpoint of its GBM brain cancer clinical trial).

    3

    Name and Principal

Position

    Year

    Salary

    Bonus

    Option Awards

    All Other
 Compensation

    Total

    Linda M Powers (1)
 President, Chairperson & Chief Executive Officer

    2011

    $
    203,308

    $
    —

    $
      9,262,133

    $
    —

    $
    9,465,441

    2010

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    2009

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    Alton L. Boynton, Ph.D. (2)
 Chief Scientific Officer

    2011

    $
    334,732

    $
    —

    $
      1,547,963

    $
    —

    $
    1,882,695

    President, Chief Executive

    2010

    $
     359,528

    $
    —

    $
    —

    $
    —

    $
    359,528

    Officer, Chief Scientific Officer  and Secretary

    2009

    $
     538,281

    $
    —

    $
    —

    $
    —

    $
    538,281

    Anthony Maida, Ph.D. (3)

    2011

    $
     160,384

    $
     —

    $
         814,182

    $
     —

    $
    974,566

    Chief Financial Officer

    2010

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    2009

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    Leslie Goldman (4)

    2011

    $
     149,092

    $
     —

    $
      1,465,527

    $
     —

    $
    1,614,619

    Senior Vice President,

    2010

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    Business Development

    2009

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    Marnix L. Bosch, Ph.D., M.B.A. (5)

    2011

    $
    339,362

    $
       20,000

    $
      1,192,963

    $
    —

    $
    1,552,325

    Chief Technical Officer

    2010

    $
     431,652

    $
    —

    $
    —

    $
    —

    $
    431,652

    2009

    $
     283,750

    $
    —

    $
    —

    $
    —

    $
    283,750

(1) In conjunction with the employment agreement entered into between the Company and Ms. Powers on June 8, 2011, and in recognition of Ms. Powers’ service to the Company while serving as Chairman during the preceding four years, the Company granted Ms. Powers an option to purchase 14,220,000 shares of the Company's stock with an exercise price of $0.66 per share. One-third of the options vested on the grant date, and upon vesting became subject to a lock-up which extends to the earlier of 18 months or the Company reaching the primary endpoint of its GBM brain cancer clinical trial. One-third of the options will vest in equal monthly portions over the term of the employment agreement. The remaining one-third will vest in portions tied to material milestones in multiple Company programs, if and to the extent those milestones are achieved. Additionally, Ms. Powers received $100,000 during 2010 as non-executive compensation for her services as the Chairman of the Company’s Board of Directors.

(2) In conjunction with the employment agreement
entered into between the Company and Dr. Boynton on June 8, 2011, the Company issued Dr. Boynton an option to purchase 2,376,562
shares of the Company's stock with an exercise price of $0.66 per share. 1,376,562 options vested on the grant date. 120,000 options
will vest in equal monthly portions over the term of the employment agreement. The remaining 880,000 options will vest in portions
tied to material milestones in multiple Company programs, if and to the extent those milestones are achieved.

(3) In conjunction with the employment agreement
entered into between the Company and Dr. Maida on June 8, 2011, the Company issued Dr. Maida an option to purchase 1,250,000 shares
of the Company's stock with an exercise price of $0.66 per share. No options vested on the grant date. 120,000 options will vest
in equal monthly portions over the term of the employment agreement. The remainder will vest in portions tied to material milestones
in multiple Company programs, if and to the extent those milestones are achieved.

    4

(4) In conjunction with the employment agreement
entered into between the Company and Mr. Goldman on June 8, 2011, the Company issued Mr. Goldman an option to purchase 2,250,000
shares of the Company's stock with an exercise price of $0.66 per share. One-third of the options vested on the grant date, and
upon vesting became subject to a lock-up which extends to the
earlier of 18 months or the Company reaching the primary endpoint of its GBM
brain cancer clinical trial. One-third
will vest in equal monthly portions over the term of the employment agreement. The remaining one-third will vest in portions tied
to material milestones in multiple Company programs, if and to the extent those milestones are achieved.

(5) In conjunction with the employment agreement
entered into between the Company and Dr. Bosch on June 8, 2011, the Company issued Dr. Bosch an option to purchase 1,831,536 shares
of the Company's stock with an exercise price of $0.66 per share. 831,536 options vested on the grant date. 120,000 options will
vest in equal monthly portions over the term of the employment agreement. The remaining 880,000 options will vest in portions tied
to material milestones in multiple Company programs, if and to the extent those milestones are achieved.

Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding
stock option awards classified as exercisable and un-exercisable as of December 31, 2011.

    Name and Principal Position
    Number of Securities Underlying

Unexercised Options

    Option Exercise

Price ($)
    Option

Expiration Date

    Exercisable

Un-exercisable

    Linda Powers
 President & Chief Executive
                                 -
        (1)
             14,220,000
     $
                       0.66
    6/21/2018

    Alton Boynton
 Chief Scientific Officer
                    1,406,562
        (2)
                  970,000
     $
                       0.66
    6/21/2018

                           5,286
        (6)
                           -
     $
                     18.75
    4/18/2014

                           2,016
        (6)
                           -
     $
                       1.35
    2/18/2016

                    1,430,846
        (7)
                           -
     $
                       0.55
    8/20/2022

    Anthony Maida
 Chief Financial Officer
                         30,000
        (3)
               1,220,000
     $
                       0.66
    6/21/2018

    Leslie Goldman
 Senior Vice President
                                 -
        (4)
               2,250,000
     $
                       0.66
    6/21/2018

    Marnix Bosch
 Chief Technical Officer
                       861,536
        (5)
                  970,000
     $
                       0.66
    6/21/2018

                              333

January 10, 2012
 Via E-Mail

Linda M. Powers Presidents and Chief Executive Officer Northwest Biotherapeutics, Inc. 4800 Montgomery Lane, Suite 800 Bethesda, Maryland 20814
Re: Northwest Biotherapeutics, Inc.
 Preliminary Information Statement on Schedule 14C  Filed December 16, 2011
File No. 000-33393

Dear Ms. Powers:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Jeffrey Riedler
  Jeffrey Riedler
Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

December 29, 2011

VIA EDGAR ONLY

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

Jeffrey Riedler,

Assistant Director

Re:

Northwest Biotherapeutics, Inc.

Preliminary Information Statement on Schedule 14C

Filed December 16, 2011

File No. 000-33393

Dear Mr. Riedler:

Please note the undersigned is the duly authorized Chief Executive Officer of Northwest Biotherapeutics, Inc. (the “Issuer”).  This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing provided in your letter dated December 22, 2011 (the “Comment Letter”).  In response to the Comment Letter, the Issuer proposes to amend its Preliminary Information Statement to include the following disclosure:

DESCRIPTION OF SECURITIES

Description of Common Stock

Number of Authorized and Outstanding Shares.  We are authorized to issue 150,000,000 shares of Common Stock, $0.001 par value per share, of which 149,283,254 shares were outstanding on December 15, 2011.  All of the outstanding shares of Common Stock are fully paid and non-assessable.

Voting Rights.  Holders of shares of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders.  Accordingly, the holders of in excess of 50% of the aggregate number of shares of Common Stock outstanding will be able to elect all of the directors of the Company and to approve or disapprove any other matter submitted to a vote of all shareholders. The holders of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Other.  Holders of Common Stock have no cumulative voting rights.  Holders of Common Stock have no preemptive rights to purchase the Company's Common Stock.  There are no conversion rights or redemption or sinking fund provisions with respect to the Common Stock.

Transfer Agent.  Shares of Common Stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of the Common Stock certificate, properly endorsed.  No transfer shall be registered unless the Company is satisfied that such transfer will not result in a violation of any applicable federal or state security laws.  The Company’s transfer agent for its Common Stock is BNY Mellon Shareowner Services, 520 Pike Street, Suite 1220, Seattle, Washington 98101.

Issuance of Shares of Common Stock following Amendment.  Upon filing of the Certificate of Amendment, the Company plans to issue the following shares of Common Stock:

·      3,333,334 shares of Common Stock for the conversion of $1,900,000 of debt per agreement with an investor on November 28, 2011, followed forty-five days later by the issuance of an additional 1,093,336 shares of Common Stock to convert an additional $623,201 of debt held by the same investor.

·      an indeterminate number of shares of Common Stock to an investor to purchase up to $2,500,000 of shares of the Company’s Common Stock upon notice from the Company from time to time in its sole discretion, following the effectiveness of a registration statement filed for such purpose.  Pursuant to the Purchase Agreement entered into on November 14, 2011, the investor will purchase up to $2,500,000 of our Common Stock, upon effectiveness of the registration statement, on the terms and conditions set forth in the Purchase Agreement

The Company hereby acknowledges the following:

·

the company is responsible for the adequacy and accuracy of the disclosures 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.

Should you have any questions or require any further information, please do not hesitate to contact us.

Sincerely,

NORTHWEST BIOTHERAPEUTICS, INC.

By:

/s/ Linda Powers

Linda Powers

Chief Executive Officer

December 22 2011
 Via E-Mail

Linda M. Powers President and Chief Executive Officer Northwest Biotherapeutics, Inc. 4800 Montgomery Lane, Suite 800 Bethesda, Maryland 20814
Re: Northwest Biotherapeutics, Inc.
 Preliminary Information Statement on Schedule 14C  Filed December 16, 2011
File No. 000-33393

Dear Kuzloski:
 We have limited our review of the above-refere nced preliminary information statement to
the amendment to your certificate of incorporation to increase the number of authorized shares.
Please amend your information statement to clarif y your disclosure that, “from time to time we
review various transactions that could result in the issuance of shares of our capital stock, we
have not reviewed any transactions to date;” and to state clearly whether or not you have any
plans, agreements or arrangements in place, written or oral, to issue any of the shares that will be
newly available as a result of th e approval to increase the authorized number of common shares.
If you do have any such plans, agreements or arra ngements in place please disclose them fully in
your information statement.

Please respond to this letter by amending your  preliminary proxy statement and providing
the requested information.  If you do not beli eve our comments appl y 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 prel iminary proxy statement and the information
you provide in response to these comment s, we may have additional comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Linda M. Powers Northwest Biotherapeutics, Inc. December 22, 2011 Page 2

  the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

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

Please contact Michael Rosenthall at 202-551-3674 or me at 202-551-3715 with any
other questions.
Sincerely,
   /s/ Jeffrey Riedler     Jeffrey Riedler
Assistant Director

May 12, 2011

Alton L. Boynton
President and Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814

Re: Northwest Biotherapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009  Filed April 15, 2010  File No. 000-33393

Dear Mr. Boynton:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

Joel Parker Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

Northwest

Biotherapeutics, Inc.

t (240) 497-9024

f (240) 627-4121

www.nwbio.com

OTCBB:  NWBT

                                                      April 13, 2011

VIA EDGAR ONLY

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

Jim B. Rosenberg,

Senior Assistant Chief Accountant

Re:

Northwest Biotherapeutics, Inc.

Form 10-K for the year ended December 31, 2009

Form 10-Q for the quarter ended September 30, 2010

File No. 000-33393

Dear Mr. Rosenberg:

This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filings provided in your letter dated March 16, 2011 (the “Comment Letter”).  In response to these comments, Northwest Biotherapeutics, Inc. (the “Company”) has caused to be filed Amendment No. 3 on Form 10-K and Amendment No.3 on Form 10-Qs.  Additionally management also detected an error in the reporting of notes payable, convertible notes payable and related embedded features which impacted the Form 10-Q for the quarter ended September 30, 2010. The purpose of this correspondence is to illustrate these changes to the Commission and provide explanation, where necessary.  Our responses follow the text of each Staff comment reproduced consecutively for your convenience.

Form 10-K for the fiscal year ended December 31, 2009

1.  Please refer to your response to comment one. We believe that the best and most objective evidence of the value of the shares is the quoted market value. As a result, please restate your financial statements to reflect the revised value of the common stock issued for serviced in 2009 and file an Item 4.02 Form 8-K identifying non-reliance on the applicable financial statements as soon as practicable.  In addition, please tell us whether quoted market price was used to value all other stock based compensation expense such as options.

We have revised the Form 10-K to reflect the revised value of the common stock issued for services in 2009.  We have filed an Item 4.02 Form 8-K identifying non-reliance on the applicable financial statements.

We have used the quoted market price to value all other stock based compensation expense such as options.

2.  Please refer to our prior comment eight in our comment letter dated December 16, 2010.  You appropriately revised the wording of your certifications for the amendments that were filed to the 2009 10-K and the 10-Qs for the quarterly periods ended March 31, June 30, and September 30, 2010 on January 26, 2011.  However, for the amendments that were filed on March 2, 2011, the wording of the certifications was not revised.  Please revise the certifications to include the introductory language of paragraph 4 of Item 601(b)(31) of Regulation S-K to include reference to internal controls.

We have revised the certifications to include the introductory language of paragraph 4 of Item 601(b)(31) of Regulation S-K to include reference to internal controls on Form 10-K and the Forms 10-Qs.

3. Additionally we have revised the Form 10-Q for quarter ended September 30, 2010 to include a reclassification amounts on the Condensed Consolidated Balance Sheet between notes payable and convertible notes payable, an increase in debt discount and embedded derivative liability and an adjustment to interest expense on the Condensed Consolidated Statement of Operations.

The Company hereby acknowledges the following:

·

the company is responsible for the adequacy and accuracy of the disclosures 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.

Should you have any questions or require any further information, please do not hesitate to contact us.

Sincerely,

NORTHWEST BIOTHERAPEUTICS, INC.

By:

/s/ Alton L. Boynton

Alton L. Boynton

President and Chief Executive Officer

March 16, 2011

Alton L. Boynton
President and Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814

Re: Northwest Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
   Form 10-Q for the Quarterly Period Ended September 30, 2010
File No. 000-33393

Dear Mr. Boynton:

We have reviewed your March 1, 2011 respons e to our February 4, 2011 letter and have
the following comments.
 Please respond to this letter within ten business days by providing us the requested
information, amending your filings or by advising us when you will provide the requested response.  If you do not believe a comment applie s to your facts and circumstances, please tell us
why in your response.  Please furnish us a letter on EDGAR under the form type label
CORRESP that keys your responses to our comments.

After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we may have additional comments.

Form 10-K for the fiscal year ended December 31, 2009

 Notes to the Consolidated Financial Statements

(5) Stockholders’ Equity (Deficit)
(c) Common Stock Issuances, page 65

1. Please refer to your response to comment one . We believe that the best and most
objective evidence of the value of the shares issued is the quoted market price.  As a
result, please restate your financial statements  to reflect the revise d value of the common
stock issued for services in  2009 and file an Item 4.02 Form 8-K identifying non-reliance
on the applicable financial statements as soon as practicable.  In a ddition, please tell us
whether quoted market price was used to value all other stock based compensation
expense such as options.

Alton L. Boynton
Northwest Biotherapeutics, Inc.
March 16, 2011
Page 2

Exhibit 31.1

2. Please refer to our prior comment eight in  our comment letter dated December 16, 2010.
You appropriately revised the wording of your certifications  for the amendments that
were filed to the 2009 10-K and the 10-Qs fo r the quarterly periods ended March 31, June
30 and September 30, 2010 on January 26, 2011. However, for the amendments that were filed on March 2, 2011, the wording of the certi fications was not re vised. Please revise
the certifications to include the introductory langu age of paragraph 4 of Item 601(b)(31)
of Regulation S-K to include refe rence to internal controls.

You may contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast,
Senior Staff Accountant, at ( 202) 551-3613 if you have any questi ons regarding the comments.
In this regard, do not hesitate  to contact me, at (202) 551- 3679 with any other questions.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

(Northwest Biotherapeutics, Inc. Letterhead)

February 25, 2011

VIA EDGAR ONLY

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

Jim B. Rosenberg,

Senior Assistant Chief Accountant

Re:

Northwest Biotherapeutics, Inc.

Form 10-K for the year ended December 31, 2009

Form 10-Q for the quarter ended September 30, 2010

File No. 000-33393

Dear Mr. Rosenberg:

This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filings provided in your letter dated February 4, 2011 (the “Comment Letter”).  In response to these comments, Northwest Biotherapeutics, Inc. (the “Company”) has caused to be filed Amendment No. 2 on Form 10-K and Amendment No. 2 on Form 10-Q.  The purpose of this correspondence is to illustrate these changes to the Commission and provide explanation, where necessary.  Our responses follow the text of each Staff comment reproduced consecutively
for your convenience.

Form 10-K for the fiscal year ended December 31, 2009

1.

Please refer to your response to comment six.  Please provide us with a schedule showing the following information for each issuance of common stock for services during 2009:

·

The specific date that common stock was issued

·

The number of shares issued and the price used to value the issuance of common stock;

·

The quoted market price of your common stock on the date of each issuance; and

·

The recent financing transaction to which you referred as a basis for the price you used to value the issuance for services.

Please refer to Appendix 1 for our response.

In addition, please provide us with a schedule showing the following information related to the recent financing transactions you used to value the common stock:

·

The exact date of the financing transaction;

·

The number of investors, nature and number of shares issued, and per share price received in the financing transaction; and

·

The quoted market price of your common stock on the date of the financing transaction.

Please refer to Appendix 2 for our response.

2.

Please tell us the nature of the restrictions on the stock that was issued for services in 2009 and whether the stock issued in the financing transactions had the same restrictions.  Please tell us whether the per share price you used to value your common stock for services in 2009 included a discount related to the restrictions.  If so, please tell us the amount of the discount, how you arrived at it and why it is reasonable given the nature of the restrictions.

We issued 3,248,001 shares for services for the fiscal year ended December 31, 2009, 2,461,236 shares were issued as restricted shares and carried the standard Rule 144 restrictive legend.  36,765 shares issued as a result of an exercise of an option by a consultant each of which was covered pursuant to an effective S-8 registration statement and were unrestricted.  750,000 shares issued to Toucan Capital were issued as unrestricted shares.   As the financing transactions that were used as the basis for these valuations were convertible debt no stock was actually issued in the financing transactions.  The per share price used to value the common stock
issued for services in 2009 was not discounted in relation to the restrictions.

Signature, page 77

3.

We note your response to our prior comments 7 and 9 that you have amended your 10-K and 10-Q filings so that the Signature pages comply with General Instructions D of Form 10-K and General Instruction G of Form 10-Q, respectively.  However, the Signature pages as filed in your amended Form 10-K and Forms 10-Q, filed on January 26, 2011 do not comply with those instructions.  For example your amended Form 10-K indentifies Mr. Boynton as “principal executive officer and principal financial officer,” while your amended Form 10-Q for the period ended March 31 identifies Mr. Boynton as, “Principal Executive Officer,” and your amended Forms 10-Q for the periods ended June 30 and September 30 identify Mr. Boynton as, “principal executive officer
and principal accounting officer.”  Therefore none of these Forms, as amended, meet the respective Signature requirements of Form 10-K and Form 10-Q, that those forms be signed by your:

·

Principal Executive Officer

·

Principal Financial Officer

·

Principal Accounting Officer or Controller; and

·

A majority of the Board of Directors

Further, in the Signature block of each of your amended forms, under Mr. Farmer’s signature appears Ms. Powers’ name. Please amend the Form 10-K as well as the form 10-Qs for the periods ended March 31, 2010, June 30, 2010 and September 30, 2010 so that the Signatures pages comply with General Instruction D of Form 10-K and General Instruction G of Form 10-Q, respectively.

We have revised the Form 10-K and the Forms 10-Q so that the Signatures pages comply with General Instruction D of Form 10-K and General Instruction G of Form 10-Q, respectively

The Company hereby acknowledges the following:

·

the company is responsible for the adequacy and accuracy of the disclosures 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.

Should you have any questions or require any further information, please do not hesitate to contact us.

Sincerely,

NORTHWEST BIOTHERAPEUTICS, INC.

By:

/s/ Alton L. Boynton

Alton L. Boynton

President and Chief Executive Officer

Appendix 1

Share issuance

Date Stock Issued

# of Shares Issued and

Price used to value issuance

Quoted market price on Issuance date

Recent Financing transaction supporting Issuance price

In January 2009, we issued 199,661 shares of common stock to a consultant .  The common stock was recorded at a  fair value of $93,000 based on the price of our common stock in recent financing transactions.

3/27/09

199,661

OTC - 0.47

0.63/AIM (UK) $0.34

On March 27, 2009, the Company sold approximately 1.4 million shares of its common stock, at a price of $0.53 per share and in connection with the sale issued the investors warrants to purchase 207,000 shares. The relative fair value of the common stock was estimated to be approximately $0.6 million or $0.43 per share.

In September 2009, we issued 2,504,034 shares of common stock to Toucan Partners and the Company's Chairperson as consideration for services rendered.  The common stock was recorded at a fair value of $502,500 based on the price of our common stock in recent financing transactions.

9/28/2009 (Note 1)

2,504,034

OTC - $0.20

0.75/AIM - Delisted

On dates between August 13, 2009 and September 24, 2009, the Company entered into unsecured 6% convertible Loan Agreements and Promissory Notes with a group of 15 nonaffiliated/unrelated investors.  The notes had a term of two years and a conversion price $0.20 per share.  The Company used the $0.20 conversion rate to value the services herewith.

In September 2009, we issued 398,000 shares of common stock for consulting services.  The common stock was recorded at a fair value of $80,000 based on the price of our common stock in recent financing transactions.

9/28/2009 (Note 2)

398,000

OTC - $0.20

0.75/AIM - Delisted

On dates between August 13, 2009 and September 24, 2009, the Company entered into unsecured 6% convertible Loan Agreements and Promissory Notes with a group of 15 nonaffiliated/unrelated investors.   The notes had a term of two years and a conversion price $0.20 per share.  The Company used the $0.20 conversion rate to value the services herewith.

During 2009, we issued 146,306 shares of common stock for consulting services.  The common stock was recorded at a fair value of $77,000 based on the price of our common stock in recent financing transactions.

11-Oct-09

47,561

OTC $0.41

0.87/AIM - Delisted

In October 2009, the Company entered into unsecured 6% convertible Loan Agreements and Promissory Notes with 6 nonaffiliated/unrelated investors.  The notes had a term of two years and a conversion price of $0.20 per share.

In November 2009, the Company entered into unsecured 6% convertible Loan Agreements and Promissory Notes with 2 nonaffiliated/unrelated investors. The notes had a term of two years and a conversion price of $0.50 per share.

11-Oct-09

61,980

OTC $0.53

0.87/AIM - Delisted

The Company used the conversion price of these two loan issues to determine the value of these services.

In October 2009, the Company entered into unsecured 6% convertible Loan Agreements and Promissory Notes with 6 nonaffiliated/unrelated investors.  The notes had a term of two years and a conversion price of $0.20 per share.

In November 2009, the Company entered into unsecured 6% convertible Loan Agreements and Promissory Notes with 2 nonaffiliated/unrelated investors. The notes had a term of two years and a conversion price of $0.50 per share.

The Company used the conversion price of these two loan issues to determine the value of these services.

20-Nov-09

23,065

OTC $0.69

0.95/AIM - Delisted

Price determined from  October 28, 2009 closing market price of $0.69

22-Dec-09

13,700

OTC $0.69

0.78/AIM - Delisted

Price determined from October 28, 2009  closing market price of $0.69

Note 1: The September 28, 2009 date was the grant date used for accounting.  The stock was actually issued on July 7, 2010 when the stock closed at $1.069

Note 2: The September 28, 2009 date was the grant date used for accounting.  The stock was actually issued on December 28, 2009 when the stock closed at $0.84

Appendix 2

$580,000 Convertible Debt. Conversion price $0.20 per share.

Term

Market Closing price per share on date of closing

London Stock Exchange -AIM Market Quote

Private Investor

8/13/2009

8/13/2011

50,000.00

$0.55

$0.22

Private Investor

8/13/2009

8/13/2011

30,000.00

$0.55

$0.22

Private Investor

8/14/2009

8/14/2011

75,000.00

$0.60

$0.22

Private Investor

8/14/2009

8/14/2011

25,000.00

$0.60

$0.22

Private Investor

8/25/2009

8/25/2011

25,000.00

$0.70

$0.22

Private Investor

9/1/2009

9/1/2011

25,000.00

$0.80

N/Q

Private Investor

9/1/2009

9/1/2011

25,000.00

$0.80

N/Q

Private Investor

9/1/2009

9/1/2011

25,000.00

$0.80

N/Q

Private Investor

9/4/2009

9/4/2011

50,000.00

$0.80

N/Q

Private Investor

9/9/2009

9/9/2011

50,000.00

$0.83

N/Q

Private Investor

9/11/2009

9/11/2011

25,000.00

$0.83

N/Q

Private Investor

9/18/2009

9/18/2011

25,000.00

$0.85

N/Q

Private Investor

9/18/2009

9/18/2011

100,000.00

$0.85

N/Q

Private Investor

9/23/2009

9/23/2011

25,000.00

$0.86

N/Q

Private Investor

9/24/2009

9/24/2011

25,000.00

$0.75

N/Q

580,000.00

$175,000 Convertible Debt. Conversion price $0.20 per share.

Private Investor

10/6/2009

10/6/2011

100,000.00

$0.80

N/Q

Private Investor

10/19/2009

10/19/2011

40,000.00

$0.80

N/Q

Private Investor

11/12/2009

11/12/2011

12,500.00

$1.11

N/Q

Private Investor

11/12/2009

11/12/2011

12,500.00

$1.11

N/Q

Private Investor

11/12/2009

11/12/2011

25,000.00

$1.11

N/Q

Private Investor

12/2/2009

12/2/2011

25,000.00

$0.75

N/Q

215,000.00

$175,000 Convertible Debt. Conversion price $0.50 per share.

Private Investor

11/2/2009

11/2/2011

150,000.00

$0.80

N/Q

Private Investor

11/2/2009

11/2/2011

25,000.00

$0.80

N/Q

175,000.00

Stock was delisted from the LSE/AIM Market on September 14, 2009

February 4, 2011

Alton L. Boynton
President and Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814

Re: Northwest Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
   Form 10-Q for the Quarterly Period Ended September 30, 2010
File No. 000-33393

Dear Mr. Boynton:

We have reviewed your January 13, 2011 res ponse to our December 16, 2010 letter and
have the following comments.
 Please respond to this letter within ten business days by providing us the requested
information, amending your filings or by advising us when you will provide the requested response.  If you do not believe a comment applie s to your facts and circumstances, please tell us
why in your response.  Please furnish us a letter on EDGAR under the form type label
CORRESP that keys your responses to our comments.

After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we may have additional comments.

Form 10-K for the fiscal year ended December 31, 2009

 Notes to the Consolidated Financial Statements

(5) Stockholders’ Equity (Deficit)
(c) Common Stock Issuances, page 65

1. Please refer to your response to comment six. Please provide us with a schedule showing
the following information for each issuance of common stock for services during 2009:

• The specific date that common stock was issued;
• The number of shares issued and the pri ce used to value the issuance of common
stock;
• The quoted market price of your common st ock on the date of each issuance; and
• The recent financing transaction to which you referred as a basis for the price you
used to value the issuance for services.

Alton L. Boynton
Northwest Biotherapeutics, Inc.
February 4, 2011
Page 2

In addition, please provide us with a schedul e showing the following information related
to the recent financing transactions you used to value the common stock:
• The exact date of the financing transaction;
• The number of investors, natu re and number of shares issued, and per share price
received in the financ ing transaction; and
• The quoted market price of your common stock on the date of the financing
transaction.

2. Please tell us the nature of th e restrictions on the stock that  was issued for services in
2009 and whether the stock issued in the financi ng transactions had the same restrictions.
Please tell us whether the per share price you used to value your common stock for
services in 2009 included a disc ount related to the re strictions. If so, please tell us the
amount of each discount, how you arrived at it  and why it is reasona ble given the nature
of the restrictions.
 Signatures, page 77

3. We note your response to our prior comment s 7 and 9 that you have amended your 10-K
and 10-Q filings so that the Signature pages comply with General Instruction D of Form
10-K and General Instruction G of Form 10- Q, respectively.  However, the Signature
pages as filed in your amended Form 10- K and Forms 10-Q, filed January 26, 2011, do
not appear to comply with those instructions.  For example, your amended Form 10-K identifies Mr. Boynton as, “principal executive  officer and principal financial officer,”
while your amended Form 10-Q for the period ended March 30 identifies Mr. Boynton
as, “Principal Executive Offi cer,” and your amended Forms 10-Q for the periods ended
June 30 and September 30 identify Mr. Boynt on as, “principal executive officer and
principal accounting officer.”  Therefore, none  of these Forms, as amended, meet the
respective Signature requirements of Form 10-K and Form 10-Q, that those forms be
signed by your:
• Principal Executive Officer;
• Principal Financial Officer;
• Principal Accounting Offi cer or Controller; and
• A majority of the Board of Directors.

Further, in the Signature block of each of your amended forms, under Mr. Farmer’s
signature, appears Ms. Powers’ name.  Please amend the Form 10-K as well as the Form
10-Qs for the periods ending March 31, 2010, June 30, 2010 and September 30, 2010 so
that the Signatures pages comply with Gene ral Instruction D of Form 10-K and General
Instruction G of Form  10-Q, respectively.

Alton L. Boynton
Northwest Biotherapeutics, Inc.
February 4, 2011
Page 3

You may contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast,
Senior Staff Accountant, at ( 202) 551-3613 if you have any ques tions regarding the processing
of your response, as well as any questions rega rding comments on the financial statements and
related matters.  Please contac t Michael Rosenthall, Staff Attorn ey, at (202) 551-3674 or Jeffrey
Riedler, Assistant Director, at  (202) 551-3715 with questions on a ny of the other comments.  In
this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

                Northwest

                  Biotherapeutics,
      Inc.

                t
      (240)
      497-9024

                www.nwbio.com

                OTCBB:  NWBT

                4800 Montgomery Lane

                Suite 800

                Bethesda, MD 20814

                f
      (240)-627-4121

                  aboynton@nwbio.com

                Alton
      L. Boynton, Ph.D.

                President
      and Chief Executive Officer

    January
13, 2011

    VIA
EDGAR ONLY

    United
States Securities and Exchange Commission

    100 F
Street, NE

    Washington,
D.C. 20549

              Attention:

              Jim
      B. Rosenberg,

              Senior
      Assistant Chief Accountant

              Re:

              Northwest
      Biotherapeutics, Inc.

              Form
      10-K for the year ended December 31, 2009

              Form
      10-Q for the quarter ended September 30, 2010

              File
      No. 000-33393

    Dear Mr.
Rosenberg:

      This
letter is in response to the comments of the staff of the U.S. Securities and
Exchange Commission (the “Commission”) with respect to the above-referenced
filings provided in your letter dated December 16, 2010 (the “Comment
Letter”).  In response to these comments, Northwest Biotherapeutics,
Inc. (the “Company”) shall file Amendment No. 1 on Form 10-K for the year ended
December 31, 2009 and Amendment No. 1 on Form 10-Q for the quarters ending March
31, 2010, June 30, 2010 and September 30, 2010.  The purpose of this
correspondence is to illustrate these changes to the Commission and provide
explanation, where necessary.  Our responses follow the text of each
Staff comment reproduced consecutively for your convenience.

    Form 10-K for the fiscal
year ended December 31, 2009

    Item
1.  Business

    Intellectual Property, page
13

              1.

              We
      note your statement that you have “33 issued and licensed
      patents.”  To the extent that your technology is substantially
      dependent on patents licensed from third parties, please identify the
      parties, and provide proposed disclosure describing the terms of the
      licenses and file copies of the agreements as exhibits.  If you
      believe you are not substantially dependent on these licenses, please
      provide us with an analysis us supporting your
    determination.

    We have a
robust program of clinical trials using our lead technology (immune therapy),
with late stage clinical trials for two cancers (one under way and the other
approved by FDA but not yet under way) and early stage trials for five other
cancers approved by FDA. These products and trials involve the intellectual
property that is owned by the Company and not licensed.  None of these
products or trials require the intellectual property that is licensed, and these
products and trials are the only ones that the Company is currently actively
developing.  Accordingly, Management does not believe the Company is
substantially dependent upon the licenses, nor that further disclosure about the
licenses is needed.

      We
protect our proprietary technologies through patents issued and licensed
throughout the world. We have 33 issued (9 in the U.S. and 24 in other
jurisdictions) and 134 patent applications pending (15 in the U.S. and 119
in other jurisdictions) which cover the use of DCs in DCVax ® as well
as targets for either the Company’s DC or monoclonal antibody therapy candidates
and isolation and manufacturing, handling and administration of DCVax ®. The
issued patents expire at various dates between 2015 and 2026.  Among
all these patents, only 3 issued U.S. patents and 6 pending U.S. and foreign
patents have been licensed.  The licenses were obtained from Northwest
Hospital as part of our founding agreement. The remaining 24 issued patents and
134 pending patent applications are owned by the Company. The technology covered
by the patents licensed from Northwest Hospital is not relevant to our core
immunotherapy technologies which are in clinical trials as explained
above.

    Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations

    Results of
Operations

    Year Ended December 31, 2008
Compared to the Year Ended December 31, 2009, page 34

              2.

              Please
      provide proposed disclosure to be included in future filings to include an
      explanation for the loan conversion inducement recorded during
      2009.

    The
following language will be included in future filings:

    In
September 2009, Toucan Partners agreed to convert $1,156,718, representing
principal and accrued interest (including a default penalty of 0.25% per month)
outstanding on the $1.0 million loan made to the Company on August 19, 2008, and
$552,738, representing principal and accrued interest (including a default
penalty of 0.25% per month) outstanding on a loan made to the Company on
December 22, 2008.  This total of $1,709,456 was converted into
8,547,280 shares of the Company’s common stock.  Additionally in
connection with the conversions the Company issued Toucan Partners warrants to
purchase 842,375 shares at an exercise price of $0.20 per share and warrants to
purchase 513,841 shares at an exercise price of $0.41 per share. The terms
relating to the Toucan Partners conversions were based upon and conformed to the
terms upon which non-affiliated sophisticated investors made investments in the
Company in the same periods.  The value of the stock issued to Toucan
Partners in excess of the carrying amount of the loans and accrued interest
payable amounted to $4,701,004, and together with the fair value of the
warrants, of $916,716, was charged to loan conversion inducement expense in the
accompanying consolidated statements of operations during the quarter ended
September 30, 2009.

    Liquidity and Capital
Resources, page 34

              3.

              In
      future filings please provide a discussion of your short term capital
      requirements and sources available.

    We will
provide a discussion of the Company’s short term capital requirements and
available sources of capital in future filings.

    Contractual Obligations,
page 36

              4.

                To
      the extent that your agreements with Synteract, Media Marketing Connect
      LLC  and Dr. David Filer are material, please describe the
      material terms of each.  The description should include the
      nature of each party’s obligations, required payments, term and
      termination provisions, as well as any other material terms.  If
      you are substantially dependent on any of the agreements, please file them
      as exhibits.

      The
contracts with Synteract, Media Marketing Connect and Dr. David Filer are
service contracts entered into in the normal course of
business.  Synteract is a clinical research organization which has
been retained to monitor the Company’s clinical activities.  Media
Marketing Connect and Dr. David Filer have both been engaged to provide investor
relations and public relations advice and support.  The agreements are
commercially competitive.

              Party

              Payments

              Term

              Termination

              Dr.
      David Filer

              $5,000
      per month plus warrant to purchase 100,000 shares at $0.75
      each

              2
      Years commencing January 1, 2010

              Other
      than “For Cause or breach” may be terminated on 60 days
    notice

              Market
      Media Connect LLC

              $10,000
      per month plus warrant to purchase 250,000 shares at
      higher  of  $1.00 or 75% of highest price at which
      funds are raised during the term of agreement

              February
      1, 2010 to August 1,  2010

              30
      days notice

              Synteract

              Quoted
      fees and reimbursement of out-of-pocket costs

              Duration
      of Phase II/III clinical trials

              30
      Days

    The
Company is not substantially dependent on any of these contractors as there are
numerous other contractors that provide similar services and management does not
believe the contracts have a material impact on the financial position,
operations or cash flows of the Company.

    Directors, Executive
Officers and Corporate Governance, page 37

              5.

              Please
      provide draft disclosure that discusses the specific experience,
      qualifications, attributes or skills of each director that led to the
      conclusion that the person should serve as a director for the registrant
      as required by Item 401(e) of Regulation
S-K.

    The
Company proposes the following disclosure regarding the specific experience,
qualifications, attributes or skills of each director and executive officer
which led to the conclusion that he/she should serve.

    Alton L. Boynton,
PhD:  As a result of Dr. Boynton’s significant years of service
as a director and running a number of programs focusing on oncology and
cancer-related research programs, including a PhD in Radiation Biology, the
Company concluded that Dr. Boynton should serve as a director and executive
officer.

      Linda F.
Powers:  Ms. Powers has over 25 years of experience in
corporate financings and business transactions, including 10 years specializing
in biotechnology investment and company building.  Ms. Powers has
served for a number of years on Boards of a leading immunology research
institute, a large cancer center and more than half a dozen biotechnology
companies.  The Company believes this background and experience makes
Ms. Powers well qualified to serve as a Director.

    Robert Farmer:  The
Company concluded Mr. Farmer should serve as a director of the Company due to
his previous business successes, his experience as treasurer in four
presidential campaigns and his service on other boards of directors (including
International Data Group, Dale Carnegie Associates, Sober Steering Sensors and
Clark Ridge Publishing).

    Notes to the Consolidated
Financial Statements

    (5) Stockholders’ Equity
(Deficit)

    (c) Common Stock Issuances,
page 65

              6.

              Please
      explain to us why you valued the common stock issued for services in 2009
      based on the price of your common stock in recent financing transactions
      rather than on the quoted market price.  Please cite the
      authoritative accounting literature you relied upon in your
      analysis.

    The
authoritative guidance used to account for these transactions are set forth
below.  This guidance establishes that the value to be used is the
“fair value” of the stock.

              ·

              Accounting Standards
      Codification Paragraph 505-50-30-2:  Paragraph
      505-50-30-6 establishes that share-based payment transactions with
      nonemployees shall be measured at the fair value of the consideration
      received or the fair value of the equity instruments issued, whichever is
      more reliably measurable.

              ·

              Accounting Standards
      Codification Paragraph 505-50-30-11:  An entity (the
      issuer, grantor, or purchaser) may enter into transactions with
      nonemployees in which equity instruments are issued in exchange for the
      receipt of goods or services or to provide a sales incentive. The issuer shall
      measure the fair value of the equity instruments in these transactions
      using the stock price and other measurement assumptions as of the earlier
      of the following dates, referred to as
      the measurement date:

              o

              The date at which a
      commitment for performance by the counterparty to earn the equity
      instruments is reached (a performance commitment),
    or

              o

              The date at which the
      counterparty's performance is
complete.

    The stock
that was issued for services in 2009 was unregistered, restricted
stock.  As such, it carried a materially different “fair value” than
tradable stock that is quoted in the market.  (In addition, it is
worth noting that in the market at the time, our stock was very thinly traded –
with daily volumes in the tens of thousands of shares – and
volatile.)

    The
reference point we used for determining the “fair value” of the unregistered,
restricted stock was the price at which we were able to conclude actual
financing transactions with arms length, non-affiliated sophisticated
parties at the time for the same unregistered class of stock.  During
all of 2009, and especially during Q2 and Q3 of 2009, we tried very urgently for
months and months on end to obtain financing on any basis (debt, equity, etc.)
from any parties, either new or existing investors.  The Great
Recession market circumstances were very severe in the biotech sector at that
time.  After months of pursuing many, many potential investors, we had
to accept the price that investors were willing to pay.  We used this
same price, which arms-length investors were willing to pay for such
unregistered shares, as the benchmark for determining the “fair value” of
the  stock issued for services.

    Signature, page
77

              7.

              Pursuant
      to General Instruction D of Form 10-K, your Form 10-K must be signed by
      your principal executive officer, principal financial officer, controller
      or principal accounting officer, and a majority of the board of
      directors.  As it does not appear that it has been signed by a
      majority of the board of directors, you should amend your filing to
      include all required signatures.  To the extent that Mr. Boynton
      serves in the capacity as principal executive officer, principal financial
      officer, and controller or principal accounting officer, the signature
      block should so indicate.

      We will
revise the Form 10-K to be executed by Alton Boynton as the Company’s principal
executive officer and principal financial officer.  Additionally, the
Form 10-K will be revised to be executed by a majority of the members of the
Company’s Board of Directors.

    Exhibit
31.1

              8.

              We
      note that you filed your Principal Executive Officer and Principal
      Financial Officer certification under Item 601(b)(31) of Regulation
      S-K.  Please amend your filing to revise the certification to
      include the introductory language of paragraph 4 of Item 601(b)(31) of
      Regulation S-K to include reference to internal
      controls.  Please also amend your Forms 10-Q for the quarterly
      periods ended March 31, June 30 and September 30, 2010 to revise the
      certifications.

    We will
amend the certification to provide:

    I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

              (a)

              ………..

    Form 10-Q for the quarterly
period ended September 30, 2010

    Signatures, page
26

              9.

              Pursuant
      to General Instruction G of Form 10-Q, your Form 10-Q must be signed by
      your principal executive officer, principal financial officer, controller
      or principal accounting officer, and a majority of the board of
      directors.  As it does not appear that it has been signed by a
      majority of the board of directors, you should amend your filing to
      include all required signatures.  To the extent that Mr. Boynton
      serves in the capacity as principal financial officer and controller or
      principal accounting officer, the signature block sh

December 16, 2010

Alton L. Boynton
President and Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814

Re: Northwest Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
   Form 10-Q for the Quarterly Period Ended September 30, 2010
File No. 000-33393

Dear Mr. McLeod:

We have reviewed your filings and have the following comments.  In some of our
comments, we ask you to provide us with in formation so we may better understand your
disclosures.
 Please respond to this letter within ten business days by providing us the requested
information, amending your filings or by advising us when you will provide the requested response.  If you do not believe a comment applie s to your facts and circumstances, please tell us
why in your response.  Please furnish us a letter on EDGAR under the form type label
CORRESP that keys your responses to our comments.

After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we may have additional comments.

Form 10-K for the fiscal year ended December 31, 2009

 Item 1. Business

Intellectual Property, page 13

1. We note your statement that you have “33 issu ed and licensed patents.”  To the extent
that your technology is substant ially dependent on patents li censed from third parties,
please identify the parties, and provide propos ed disclosure describing the terms of the
licenses and file copies of the agreements  as exhibits.  If you believe you are not
substantially dependent on thes e licenses, please provide us with an analysis supporting
your determination.

Alton L. Boynton
Northwest Biotherapeutics, Inc.
December 16, 2010
Page 2

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Results of Operations
Year Ended December 31, 2008 Compared to  the Year Ended December 31, 2009, page 34

2. Please provide proposed disclosu re to be included in futu re filings to include an
explanation for the loan convers ion inducement recorded during 2009.
 Liquidity and Capital Resources, page 34

3. In future filings please provide a discussi on of your short term capital requirements and
sources available.
Contractual Obligations, page 36

4. To the extent that your agreements with Synteract, Media Marketing Communications
and Dr. David Filer are material, please de scribe the material terms of each.  The
description should include the nature of each party’s obligat ions, required payments, term
and termination provisions, as well as any othe r material terms.  If you are substantially
dependent on any of the agreements, please file them as exhibits.

Directors, Executive Officers and Corporate Governance, page 37

5. Please provide draft disclosure that discu sses the specific experience, qualifications,
attributes or skills of each dire ctor that led to the conclusi on that the person should serve
as a director for the registrant as re quired by Item 401(e) of Regulation S-K.
 Notes to the Consolidated Financial Statements

(5) Stockholders’ Equity (Deficit)
(c) Common Stock Issuances, page 65

6. Please explain to us why you valued the comm on stock issued for services in 2009 based
on the price of your common stock in recent fi nancing transactions rather than on the
quoted market price.  Please cite the aut horitative accounting literature you relied upon in
your analysis.
 Signatures, page 77

7. Pursuant to General Instruction D of Form  10-K, your Form 10-K must be signed by your
principal executive officer, prin cipal financial officer, contro ller or principal accounting
officer, and a majority of the board of director s.  As it does not appear that it has been
signed by a majority of the board of director s, you should amend your filing to include all
required signatures.  To the ex tent that Mr. Boynton serves in the capacity as principal

Alton L. Boynton
Northwest Biotherapeutics, Inc.
December 16, 2010
Page 3

executive officer, principal financial offi cer, and controller or principal accounting
officer, the signature bl ock should so indicate.
 Exhibit 31.1

8. We note that you filed your Principal Executiv e Officer and Principal Financial Officer
certification under Item 601(b)(31) of Regulati on S-K.  Please amend your filing to revise
the certification to in clude the introduct ory language of paragraph 4 of Item 601(b)(31) of
Regulation S-K to include reference to intern al controls.  Please also amend your Forms
10-Q for the quarterly periods ended March 31, June 30 and September 30, 2010 to revise
the certifications.
Form 10-Q for the quarterly period ended September 30, 2010

 Signatures, page 26

9. Pursuant to General Instruction G of Form  10-Q, your Form 10-Q must be signed by your
principal executive officer, prin cipal financial officer, contro ller or principal accounting
officer, and a majority of the board of director s.  As it does not appear that it has been
signed by a majority of the board of director s, you should amend your filing to include all
required signatures.  To the ex tent that Mr. Boynton serves in the capacity as principal
financial officer and controller or principal accounting officer, the signature block should
so indicate.  Similarly, amend your Form 10-Qs for the period s ending March 31, 2010
and June 30, 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Alton L. Boynton
Northwest Biotherapeutics, Inc.
December 16, 2010
Page 4

You may contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast,
Senior Staff Accountant, at ( 202) 551-3613 if you have any ques tions regarding the processing
of your response, as well as any questions rega rding comments on the financial statements and
related matters.  Please contact Michael Ro senthall, Staff Attorne y, at (202) 551-3674 or
Suzanne Hayes, Legal Branch Chief, at (202)  551-367 with questions on any of the other
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

Mail Stop 4720
July 29, 2009
        Alton L. Boynton, Ph.D     President and Chief Executive Officer Northwest Biotherapeutics, Inc. 7600 Wisconsin Avenue, Suite 750 Bethesda, Maryland 20814
Re: Northwest Biotherapeutics, Inc.
 Preliminary Proxy Statement on Form PRE14A
  Filed July 14, 2009    File No. 000-33393

Dear Mr. Boynton:    We have completed our review of your Preliminary Proxy Statement on Form PRE14A and related filings and have no further comments at this time.

Sincerely,

Jeffrey Riedler,  Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

      Brian
Pitko

      SEC,
Corporation Finance Division

      Dear Mr.
Pitko:

      Find
below the response to your comment.

      WITH
RESPECT TO YOUR COMMENT ON FEES PAID TO LINDA POWERS THE FOLLOWING TABLE HAS BE
UPDATED ON PAGE 11:

                              Name

                              Year

                              Fees Earned

                              or Paid

                              in Cash

                              All Other

                              Compensation(1)

                              Total

                              Linda
      F. Powers

                              2008

                            $
                            92,416

                            $
                            —

                            $
                            92,416

                              R.
      Steve Harris

                              2008

                            $
                            33,744

                            $
                            —

                            $
                            33,744

      Only
non-employee directors receive director fees. Effective June 22, 2007,
we are required to pay Linda F. Powers, as Chairperson and a non-executive
member of the Board of Directors, £50,000, or $92,416, per annum for her
services. Also effective June 22, 2007, we were required to pay R. Steve
Harris, as a non-executive member of the Board of Directors, £30,000
(approximately $60,000) per annum for his services. R. Steve Harris resigned as
a director on June 30, 2008.

      I have
revisited our accounting of this payment history month by month taking into
account the exchange rate variation beginning in January, 2008 and ending the
end of December, 2008.  The amount in the table reflects the “fees
earned or paid in cash” and the text in the above paragraph also reflects this
amount.  There should be not discrepancy between the two and indeed
there are not any discrepancies.

      I hope
this answers your question.

      Furthermore:

      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.

      Please
let me know of any questions.  I can send you a redline if you
wish.

              Signature:  /s/
      Alton L. Boynton

    UNITED
STATES

    SECURITIES
AND EXCHANGE COMMISSION

    Washington,
D.C. 20549

    SCHEDULE
14A

    (RULE
14a-101)

    SCHEDULE
14A INFORMATION

    Proxy
Statement Pursuant to Section 14(a) of the Securities

    Exchange
Act of 1934 (Amendment No.    )

              Filed
      by the Registrant   x

              Filed
      by a Party other than the Registrant   ¨

              Check
      the appropriate box:

              x

              Preliminary
      Proxy Statement

              ¨

              Confidential,
      for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))

              ¨

              Definitive
      Proxy Statement

              ¨

              Definitive
      Additional Materials

              ¨

              Soliciting
      Material Pursuant to §240.14a-12

    Northwest
Biotherapeutics, Inc

    (Name of
Registrant as Specified In Its Charter)

    (Name of
Person(s) Filing Proxy Statement, if other than the
Registrant)

    Payment
of Filing Fee (Check the appropriate box):

                                x

                                No
      fee required.

                                ¨

                                Fee
      computed on table below per Exchange Act
      Rules 14a-6(i)(1) and 0-11.

                                (1)

                                Title
      of each class of securities to which transaction applies:

                                (2)

                                Aggregate
      number of securities to which transaction applies:

                                (3)

                                Per
      unit price or other underlying value of transaction computed pursuant to
      Exchange Act Rule 0-11 (set forth the amount on which the filing fee
      is calculated and state how it was determined):

                                (4)

                                Proposed
      maximum aggregate value of transaction:

                                (5)

                                Total
      fee paid:

                                ¨

                                Fee
      paid previously with preliminary materials.

                                ¨

                                Check
      box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting
      fee was paid previously. Identify the previous filing by registration
      statement number, or the Form or Schedule and the date of its
      filing.

                                (1)

                                Amount
      Previously Paid:

                                (2)

                                Form,
      Schedule or Registration Statement No.:

                                (3)

                                Filing
      Party:

                                (4)

                                Date
      Filed:

    NORTHWEST
BIOTHERAPEUTICS, INC.

    Notice
of Annual Meeting of Stockholders

    to
be held on August 14, 2009

    Dear
Stockholder:

    You are
hereby cordially invited to attend the 2009 Annual Meeting of Stockholders of
Northwest Biotherapeutics, Inc., which will be held on Friday, August 14, 2009
at 10:00 a.m.
(local time) at 7600 Wisconsin Avenue, Suite 750, Bethesda, Maryland 20814, and
any adjournments or postponements of the annual meeting.

    We are
holding the annual meeting for the following purposes:

              1.

              To elect one member to our Board
      of Directors to serve as Class II director for a term of three
      years.

              2.

              To
      amend the Company’s Seventh Amended and Restated Certificate of
      Incorporation to increase the number of authorized shares of the Company
      from 100,000,000 to 150,000,000.

              3.

              To seek shareholder approval to
      de-list from the London Stock Exchange’s AIM
      Market.

              4.

              To transact such other business
      as may properly come before the annual meeting or any adjournments or
      postponements of the annual
meeting.

    These
matters are more fully described in the attached proxy statement, which is made
a part of this notice.  At this point, we are not aware of any other
business to be transacted at the annual meeting.

    Only
stockholders of record on our books at the close of business on Thursday, July
20, 2009 will be entitled to vote at the annual meeting and any adjournments or
postponements of the annual meeting.  For 10 days prior to the annual
meeting, a list of stockholders entitled to vote will be available for
inspection at our principal executive offices located at 7600 Wisconsin Avenue,
Suite 750, Bethesda, Maryland 20814.  This list also will be available
for inspection at the annual meeting.  If you would like to view the
stockholder list, please call our executive offices at (240) 497-9024 to
schedule an appointment.

    A copy of our 2008 Annual
Report to Stockholders, which contains our consolidated financial statements for
the fiscal year ended December 31, 2008, and other information of interest to
stockholders, accompanies this notice and the attached proxy statement.
 Important Notice
Regarding the Availability of Proxy Materials for the Shareholder Meeting to be
Held on August 14, 2009.  The proxy statement and annual report for
2008 are also available at NWBio.com under the drop down Investors and then
Proxy Materials.

                  By
      Order of the Board of Directors,

                  Linda
      F. Powers

                  Chairperson
      of the Board of Directors

                  July
      29, 2009

    WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE.   NO
POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED
STATES.

    NORTHWEST
BIOTHERAPEUTICS, INC.

    7600
Wisconsin Avenue

    Suite
750

    Bethesda,
Maryland 20814

    PROXY
STATEMENT

For
the Annual Meeting of Stockholders

    To
Be Held on AUGUST 14, 2009

    This
proxy statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of Northwest Biotherapeutics, Inc. (“we,”
“us,” “our” or the “Company”), for use at the 2009 Annual Meeting of
Stockholders to be held on Friday, August 14, 2009 at 10:00 a.m.
(local time) at 7600 Wisconsin Avenue, Suite 750, Bethesda, Maryland 20814, and
any adjournments or postponements of the annual meeting.  The Board of
Directors (the “Board”) is soliciting proxies for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders.

    Record
Date and Share Ownership

    Only
stockholders of record on our books at the close of business on Thursday, July
20, 2009 will be entitled to vote at the annual meeting and any adjournments or
postponements of the annual meeting.  As of the close of business
on July 20, 2009, we had 45,069,872 shares of common stock
outstanding.  Each share of common stock entitles the record holder to
one vote on each matter to be voted upon at the annual
meeting.  Copies of the Notice of Annual Meeting of Stockholders, this
proxy statement, the enclosed proxy card and our Annual Report to Stockholders
for the fiscal year ended December 31, 2008, will be mailed to stockholders of
record on or about July 29, 2009.  Exhibits to the Annual Report
will be provided to any stockholder at no charge upon written or oral request to
our corporate secretary at the address set forth under “ Communication with the Board of
Directors ” below.

    Voting
in Person

    If you
plan to attend the meeting and vote in person, we will provide a ballot to you
when you arrive. However, if you hold your shares in the name of a broker, bank
or other nominee, you must bring an account statement or letter from the nominee
indicating that you were the beneficial owner of the shares on July 20, 2009,
the record date for voting.

    Voting
by Proxy

    Shares
represented by a properly executed proxy in the form that accompanies this proxy
statement will be voted at the annual meeting and, if you provide instructions
on the proxy, will be voted in accordance with those instructions. If you do not
provide instructions as to how your shares should be voted, your shares will be
voted according to the recommendations of our Board as follows:

              ·

              FOR the election of Linda
      Powers  as Class II
director;

              ·

              FOR the amendment of the Company’s
      Seventh Amended and Restated Certificate of Incorporation to increase
      the  number of authorized shares of Common Stock from
      100,000,000 to 150,000,000.

              ·

              FOR the approval of the de-listing
      from the London Stock Exchange AIM
  Market.

    If other
matters come before the annual meeting, the person named as proxy will vote on
such matters in accordance with his or her best judgment.  We have not
received any notice of other matters that may properly be presented at the
annual meeting.

    Important Notice Regarding the
Availability of Proxy Materials for the Shareholder Meeting to be Held on August
14, 2009.  The proxy statement and annual report for 2008 are also
available at NWBio.com under the drop down Investors and then Proxy
Materials.

    Revoking
a Proxy

    You may
revoke your proxy at any time prior to the start of the annual meeting by
delivering written instructions to our corporate secretary at the address set
forth under “Communication
with the Board of Directors” below.  Attendance at the annual
meeting will not itself be deemed to revoke your proxy unless you give notice at
the annual meeting that you intend to revoke your proxy and vote in
person.

    Quorum
Required

    A quorum
of stockholders is necessary to hold a valid meeting. A majority of shares
entitled to vote on the election of directors at the annual meeting present in
person or represented by proxy represents a quorum. Shares which abstain from
voting on a particular matter and “broker non-votes,” or shares held in “street
name” by brokers, banks or other nominees who indicate on their proxies that
they do not have discretionary authority to vote such shares on a particular
matter, are counted for purposes of determining whether a quorum
exists.

    Votes
Required

    Proposal
1: Election of Linda Powers as Class II Director

    Under our
bylaws, the election of directors requires the affirmative vote of a plurality
of the votes cast, and votes may be cast in favor of the nominee or withheld. A
“plurality” means that the nominee receiving the most votes for election to a
director position is elected to that position. You may withhold votes from a
nominee by notation on your proxy card.  Abstentions and broker
non-votes will have no effect on the outcome of voting on the election of
directors.

      Proposal 2:
Approval of the amendment of the Company’s Seventh Amended and Restated
Certificate of Incorporation to increase in authorized shares from 100,000,000
to 150,000,000..

    The
affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote  at the meeting is required to approve amendment of
the Seventh Amended and Restated Certificate of Incorporation to increase the
number ofauthorized shares of Common Stock from 100,000,000 to
150,000,000.   You may vote “for” or “against” this proposal
  or you may “abstain” from voting.  Abstentions and broker
non-votes will have the same effect as a vote against the proposal.

    Proposal
3: Approval for the de-listing of the Company from the London Stock Exchange’s
AIM Market

    The
affirmative vote of 75% of the votes cast at the meeting is required to approve
de-listing from the London Stock Exchange’s AIM Market (“AIM”).  You
may vote “for” or “against” approval of de-listing from  AIM or you
may “abstain” from voting.  Abstentions and broker non-votes will have
no effect on the outcome of voting on the de-listing from the AIM.

    Dissenter’s
Rights

    Stockholders
will not be entitled to dissenter’s rights with respect to any matter to be
considered at the annual meeting.

        2

    Householding

    Stockholders
of record who reside at the same address will receive a single copy of our
annual report, proxy statement and notice of annual meeting.  Each
stockholder in the household, however, will receive a separate proxy card. This
process, known as “householding,” reduces the volume of duplicate information
received at your household and helps to reduce our expenses.  If you
would like to receive a separate copy of any of these materials, please call or
write us at the address set forth under “ Communication with the Board of
Directors ” below, and we will promptly deliver the requested materials
to you.

    If you
receive multiple copies of our annual report, proxy statement and notice of
annual meeting and wish to receive a single copy in the future, please contact
us at the address set forth under “Communication with the Board of
Directors” below.  If you hold your shares in street name, you
should c

Mail Stop 6010
July 28, 2009
        Alton L. Boynton, Ph.D     President and Chief Executive Officer Northwest Biotherapeutics, Inc. 7600 Wisconsin Avenue, Suite 750 Bethesda, Maryland 20814
Re: Northwest Biotherapeutics, Inc.
 Revised Preliminary Proxy Statement on Form PRER14A
  Filed July 21, 2009    File No. 000-33393

Dear Dr. Boynton:
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 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

Corporate Governance Matters

1. We note you disclose that Linda Powers earned or was paid $73,860 as
compensation for her service on the Board of Directors in 2008.  However, we

Alton L. Boynton, Ph.D
Northwest Biotherapeutics, Inc. July 28, 2009 Page 2
also note you disclose that, as of June 22, 2007, the Company is required to pay
Ms. Powers approximately $100,000 per year for her services as Chairperson and non-executive member of the Board of Directors.  Please revise your disclosure to explain why Ms. Powers was not paid the full $100,000 she was required to be paid in 2008.

* * *

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.
 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.

Alton L. Boynton, Ph.D
Northwest Biotherapeutics, Inc. July 28, 2009 Page 3
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
July 20, 2009
        Alton L. Boynton, Ph.D     President and Chief Executive Officer Northwest Biotherapeutics, Inc. 7600 Wisconsin Avenue, Suite 750 Bethesda, Maryland 20814
Re: Northwest Biotherapeutics, Inc.
 Preliminary Proxy Statement on Form PRE14A
  Filed July 14, 2009    File No. 000-33393

Dear Dr. Boynton:
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 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: Approval of Increasing the Number of Authorized Shares…, Page 6

1. Please revise your disclosure to describe any plans, arrangements or
understandings relating to the issuance of any of the authorized but unissued shares that would be available as a result of your proposed increase in authorized

Alton L. Boynton, Ph.D
Northwest Biotherapeutics, Inc. July 20, 2009 Page 2
shares of common stock from 100,000,000 shares to 150,000,000 shares.  If you
have no such plans, arrangements or understandings, please revise your disclosure to indicate that this is the case.
 Corporate Governance Matters

2. Please ensure that your disclosure is updated to include all executive
compensation and related party information for fiscal year 2008.  For example, your Non-Employee Director Compensation Table should include the compensation provided to Ms. Powers in 2008.  In addition, your related party disclosure should discuss any related party transactions that you entered into in 2008.  Please see Items 402 and 404 of Regulation S-K.

* * *

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.
 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.

Alton L. Boynton, Ph.D
Northwest Biotherapeutics, Inc. July 20, 2009 Page 3
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
Via Facsimile and U.S. Mail

                                                                              December 13, 2007

Mr. Anthony P. Deasey
Chief Financial Officer
Northwest Biotherapeutics, Inc.
7600 Wisconsin Avenue, Suite 750
Bethesda, Maryland 20814

Re: Northwest Biotherapeutics, Inc.
Form 10-K for fiscal year ended December 31, 2006
Filed April 17, 2007
File No. 000-33393

Dear Mr. Deasey:

            We have completed our review of your Form 10-K and have no further
comments at this time.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
      Senior Assistant Chief Accountant

Mail Stop 6010 Via Facsimile and U.S. Mail

                                                                              November 27, 2007

Mr. Anthony P. Deasey
Chief Financial Officer
Northwest Biotherapeutics, Inc.
7600 Wisconsin Avenue, Suite 750
Bethesda, Maryland 20814

Re: Northwest Biotherapeutics, Inc.
Form 10-K for fiscal year ended December 31, 2006
Filed April 17, 2007
File No. 000-33393

Dear Mr. Deasey:

            We have reviewed your filin g and have the following comments. We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your document.  Where indicated, we think you
should amend your document in response to our comments.  If you disagree, we will consider your explanation as to why our co mment is inapplicable or an amendment is
unnecessary.  Please be as detailed as  necessary in your explanation.

 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.

Form 10-K for Fiscal Year Ended December 31, 2006

 General

1. Please revise the file number on the cove r page of your document to agree with
the current file number, 000-33393, used in the EDGAR system.

Mr. Anthony P. Deasey
Northwest Biotherapeutics, Inc. November 27, 2007 Page 2
 Financial Statements

 Report of Independent Registered Public Accounting Firm, page 46

 2. The report of Peterson Sullivan PLLC refers  to the report of another auditor as it
relates to amounts included in the financ ial statements for the period from March
18, 1996 (date of inception) through December 31, 2003.  Please amend your filing to include this audit report as re quired by Rule 2-05 of Regulation S-X.

*    *    *    *

As appropriate, please amend your Form  10-K for the year ended December 31,
2006 and respond to these comments within 10 business days or tell us when you will
respond.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your response to
our comment and provide any requested info rmation.  Detailed cover letters greatly
facilitate our review.  You should furnish the letter to us via EDGAR under the form type
label CORRESP.  Please understand that we may have additional comments after
reviewing your amendment.

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 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 co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement 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. Anthony P. Deasey
Northwest Biotherapeutics, Inc. November 27, 2007 Page 3
 You may contact Donald Abbott, Senior Staff Accountant, at (202) 551-3608, if
you have questions regarding the comments.  In this regard, do not hesitate to contact me,
at (202) 551-3679.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
      Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                  [NORTHWEST BIOTHERAPEUTICS, INC. LETTERHEAD]

                                                  October 10, 2006

Securities and Exchange Commission
450 Fifth Street NW
Washington, DC  20549
Attn:  Jeffrey P. Riedler, Assistant Director

Re:  58,969,641 Shares
     Northwest Biotherapeutics, Inc. Common Stock
     Registration No. 333-134320

Ladies and Gentlemen:

Pursuant to the provisions of Rule 461 promulgated under the Securities Act of
1933, as amended (the `Securities Act"), Northwest Biotherapeutics, Inc., a
Delaware corporation (the "Company") hereby requests that the effective date of
the Company's Registration Statement on Form S-1 (File No. 333-134320) be
accelerated to, and that the Registration Statement be declared effective by
3:00 p.m. Eastern Daylight Time on October 10, 2006 or as soon thereafter as
practicable.

The Company hereby acknowledges that:

         o should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

         o 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

         o 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.

The Company is aware of its responsibilities under the Securities Act and the
Securities Exchange Act of 1934, as amended, as they relate to the public
offering of the securities specified in the Registration Statement.

                                                        Sincerely,

                                                        /s/ Alton Boynton

                                                        Alton Boynton, President

               [NORTHWEST BIOTHERAPEUTICS, INC. LETTERHEAD BOTTOM]

</TEXT>
</DOCUMENT>

Mail Stop 6010

        May 25, 2006

Alton L. Boynton, Ph.D.
President, Chief Operating and Scientific Officer
Northwest Biotherapeutics, Inc.
18701 120th Avenue N.E., Suite 101
Bothell, WA 98011

 Re: Northwest Biotherapeutics, Inc.
  Registration Statement on Form S-1
  Filed May 19, 2006
  File No. 333-134320

Dear Dr. Boynton:

 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.

1. Your confidential treatment request, for which we sent a comment letter on May
23, 2006, will need to be resolved prior to effectiveness.

2. We note the filing does not include the signature of your principal financial
officer.  Please include this signature in an amended Form S-1.  If Alton L. Boynton, who is the principal accounting o fficer, also serves as the principal
financial officer, his signature should be captioned as such in your amended
filing.  See Instructions 1 and 2 to the Signatures section of Form S-1.

* * *

Alton L. Boynton, Ph.D.
Northwest Biotherapeutics, Inc. May 25, 2006 Page 2

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t 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 in formation required under
the Securities Act of 1933 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.

 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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.

 In addition, please be advi sed that the Division of En forcement 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 conf irmation of the fact that t hose requesting 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 acce leration of the effective date.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

Alton L. Boynton, Ph.D.
Northwest Biotherapeutics, Inc. May 25, 2006 Page 3

for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 Please contact Greg Belliston at (202 ) 551-3861 or me at (202) 551-3715 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

cc: Jim D. Johnston, Esq.
 Johnston Law Firm
 11808 Northup Way
 Suite W-190
 Bellevue, WA 98005

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

      January 17, 2006

Mr. Alton L. Boynton
President and Principal Executive Officer
Northwest Biotherapeutics, Inc.
Canyon Park Building 8
22322 20th Avenue S.E., Suite 150
Bothell, Washington 98021

Re:	Northwest Biotherapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004
	Filed April 15, 2005
	File No. 000-33393

Dear Mr. Boynton:

      We have completed our review of your Form 10-K and have no
further comments at this time.

								Sincerely,

								Jim Atkinson
								Accounting Branch Chief
??

??

??

??

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

September 2, 2005

Via Facsimile and U.S. Mail

Jim B. Rosenberg
Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.

Mail Stop 6010
Washington D.C. 20549

  Re: Northwest Biotherapeutics, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
      Filed April 15, 2005
      File No. 000-33393

Dear Mr. Rosenberg:

Thank you for your letter dated August 19, 2005 regarding the above-referenced
matter. This letter sets forth Northwest Biotherapeutics' reply. We have
repeated each of your comments in italics which are then followed by our
responses in bold.

Item 7. Management's Discussion and Analysis of Financial Condition and
 ... page 32

Results of Operation, page 35

1. If you still do not allocate your research and development costs on a project
basis, please provide us the following, in disclosure-type format: (a) an
explanation of why management does not maintain and evaluate these costs by
project and (b) quantitative or qualitative information indicating the amount of
your resources being used on each major project. Otherwise, please provide us,
in disclosure-type format, the costs incurred on each major project during each
period presented and incurred to date.

NORTHWEST BIOTHERAPEUTICS RESPONSE:

      WE HAVE NEVER HISTORICALLY NOR DO WE CURRENTLY ALLOCATE OUR RESEARCH AND
      DEVELOPMENT COSTS ON A PROJECT BASIS.

      (A)   WE ARE A DEVELOPMENT STAGE COMPANY THAT DOES NOT ALLOCATE RESEARCH
            AND DEVELOPMENT COSTS ON A PROJECT BASIS. OUR MANAGEMENT ADOPTED
            THIS POLICY, IN PART, DUE TO THE UNREASONABLE COST BURDEN ASSOCIATED
            WITH ACCOUNTING AT SUCH LEVELS OF DETAIL AND OUR LIMITED NUMBER OF
            RESOURCES. WE HAD TO SHIFT OUR FOCUS, STARTING IN 2002, FROM
            DISCOVERING, DEVELOPING, AND COMMERCIALIZING IMMUNOTHERAPY PRODUCTS
            TO CONSERVING CASH AND PRIMARILY CONCENTRATING ON SECURING NEW
            WORKING CAPITAL TO RE-ACTIVATE OUR CLINICAL TRIAL PROGRAMS.

            MANAGEMENT'S BUSINESS JUDGMENT HAS BEEN THAT THERE IS LITTLE VALUE
            ASSOCIATED WITH EVALUATING PROJECT EXPENDITURE LEVELS SINCE ALL
            PROJECTS HAD EITHER BEEN DISCONTINUED AND/OR THEIR RESPECTIVE
            ACTIVITY REDUCED TO A SUBSISTENCE LEVEL. AS RESEARCH AND DEVELOPMENT
            INCREASED IN 2004, THE COMPANY CONTINUED NOT TO TRACK COSTS ON A
            PROJECT BASIS DUE TO RESOURCE CONSTRAINTS.

      (B)   BECAUSE PART OF THE YEAR 2002 WAS SPENT ACTIVELY PURSUING CLINICAL
            TRIAL DEVELOPMENT WHILE THE LATTER PART OF THE YEAR INVOLVED CLOSE
            DOWN ACTIVITY TO CONSERVE CASH, WE WOULD ESTIMATE THAT APPROXIMATELY
            38% OF THAT YEAR'S RESOURCES WERE DEVOTED TO THE START-UP OF THREE
            TRIALS. APPROXIMATELY 77% OF RESOURCES IN 2003 AND APPROXIMATELY 46%
            OF RESOURCES IN 2004

<PAGE>

      Page 2.

            AVAILABLE WERE SPENT ON GENERAL & ADMINISTRATIVE ACTIVITIES FOCUSED
            ON FINANCING THE COMPANY'S CONTINUED OPERATIONS.

Liquidity and Capital Resources, page 37

Uses of Cash, page 40

2. Please clarify for us how the sale of fixed assets contributed to the
decrease in your cash used in operating activities from 2003 to 2004.

NORTHWEST BIOTHERAPEUTICS RESPONSE:

      THE LANGUAGE CITED IN THE COMMENT WAS INTENDED TO SERVE AS AN EXAMPLE OF
      THE COMPANY'S CASH CONSERVATION EFFORTS, AND NOT AS A REASON FOR THE
      DECREASE IN CASH USED IN OPERATING ACTIVITIES. TO PREVENT CONFUSION, WE
      WILL EXCLUDE THIS LANGUAGE FROM FUTURE FILINGS.

Overview of Contractual Obligations, page 40

3.    Please tell us how you account for third party contract research costs,
      including: (a) how payments are determined, (b) when you recognize these
      costs and how that compares to when you are billed or any specific
      performance criteria, and (c) when payments are due.

NORTHWEST BIOTHERAPEUTICS RESPONSE:

      THE MAJOR CONTRACT MANUFACTURING AGREEMENT ENTERED INTO IN 2004 RELATES
      PRIMARILY TO MANUFACTURING OUR DCVAX PRODUCT CANDIDATES, REGULATORY
      ADVICE, RESEARCH AND DEVELOPMENT PRECLINICAL ACTIVITIES AND MANAGING
      CLINICAL TRIALS, AS SET FORTH ON PAGE 49, AGREEMENT WITH COGNATE, FORM
      10-K, 2004.

      (A)   THIS VENDOR DETERMINES ITS COSTS IN PERFORMING ITS OBLIGATIONS UNDER
            THE CONTRACT ON A MONTHLY BASIS THROUGH CAPTURING THEIR TIME,
            EFFORT, AND MATERIALS EXPENDED. WE HAVE VISITED THIS VENDOR'S SITE
            TO ASSESS THEIR PROGRESS AND TO CONDUCT OTHER INTERNAL AUDITS/REVIEW
            OF THEIR COMPLIANCE WITH THE INTENT AND PROVISIONS OF THE CONTRACT.

      (B)   WE ARE INVOICED MONTHLY AT A FIXED ESTIMATED FLAT FEE FOR THE
            CONTRACTED SERVICES PERFORMED WHICH IS RECOGNIZED MONTHLY AS
            CONSULTING, R&D, MANUFACTURING, AND CLINICAL TRIAL EXECUTION EXPENSE
            IN OUR OPERATING STATEMENT. QUARTERLY, THE VENDOR IS REQUESTED TO
            PROVIDE A RECONCILIATION OF ACTUAL INCURRED EXPENSES FOR THE QUARTER
            TO THEIR INVOICED EXPENSES WITH ANY RELEVANT CREDIT, OR ADDITIONAL
            COST RECOGNIZED FOR THE QUARTER THEN ENDED. THIS RECONCILIATION HAS
            BEEN COMPLETED FROM INCEPTION OF THE CONTRACT THROUGH THE SIX MONTHS
            ENDED JUNE 30, 2005.

      (C)   INVOICED PAYMENTS ARE DUE MONTHLY.

<PAGE>

Page 3

Item 15. Exhibits, Financial Statement Schedules, page 50

Reports of Independent Registered Public Accounting Firm, pages 51 and 52

4. As both reports state that the audits were conducted in accordance with the
"auditing standards" of the PCAOB, as opposed to "the standards" of the PCAOB,
please tell us how both reports comply with paragraph 3 of PCAOB Auditing
Standard No.1. Based on the language used in the reports, it is unclear whether
the audits were conducted in accordance with the related professional practice
standards of the PCAOB. Otherwise, please provide us with reports, revised by
both auditors, that comply with paragraph 3.

NORTHWEST BIOTHERAPEUTICS RESPONSE:

      WE HAVE DISCUSSED THIS WITH BOTH PETERSON SULLIVAN AND KPMG LLP AND THE
      AUDITS WERE CONDUCTED IN ACCORDANCE WITH THE RELATED PROFESSIONAL PRACTICE
      STANDARDS OF THE PCAOB. WE HAVE ATTACHED DRAFTS OF THE REPORTS OF EACH OF
      OUR AUDITORS IN ACCORDANCE WITH PARAGRAPH 3 INDICATING THE CORRECTED
      LANGUAGE. THE AUDIT REPORTS CONTAINED IN FUTURE EXCHANGE ACT REPORTS WILL
      COMPLY WITH THE STAFF'S COMMENT.

5. As your current auditor has relied on the report of your predecessor auditor
regarding the cumulative period from inception through December 31, 2003, please
justify for us why the report of your predecessor auditor does not appear to
opine on the cumulative period. Otherwise, please provide us with report(s),
revised by your auditor(s), to resolve this apparent discrepancy.

NORTHWEST BIOTHERAPEUTICS RESPONSE:

      AS NOTED IN RESPONSE TO THE PREVIOUS COMMENT, WE HAVE ATTACHED A DRAFT OF
      THE REPORT OF KPMG WHICH OPINES ON THE CUMULATIVE PERIOD FROM INCEPTION
      THROUGH DECEMBER 31, 2003. THEY DID AUDIT THIS PERIOD BUT HAD NOT INCLUDED
      THE PERIOD IN THE ORIGINAL REPORT SINCE THE ACTUAL PERIOD WAS NOT
      PRESENTED SEPARATELY. TO THE EXTENT THAT THIS REQUIREMENT CONTINUES TO BE
      APPLICABLE, REPORTS CONTAINED IN FUTURE EXCHANGE ACT REPORTS WILL COMPLY
      WITH THE STAFF'S COMMENT.

In connection with the foregoing Northwest Biotherapeutics, Inc. hereby
acknowledges:

      -     the company is responsible for the adequacy and accuracy of the
            disclosure in its filings;

      -     staff comments or changes to disclosure in response to staff
            comments in our filings reviewed by the staff 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.

If you have any questions regarding the company's responses to your comments
please do not hesitate to contact me.

Sincerely,

/s/ Alton L. Boynton

Alton L. Boynton, Ph. D., President
Northwest Biotherapeutics, Inc.

<PAGE>
[LOGO]
PETERSON SULLIVAN PLLC
CERTIFIED PUBLIC ACCOUNTANTS             TEL 206.382.7777 . FAX 206.382.7700
601 UNION STREET, SUITE 2300             http://www.pscpa.com
SEATTLE, WASHINGTON 98101

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Northwest Biotherapeutics, Inc.
Bothell, Washington

We have audited the accompanying balance sheet of Northwest Biotherapeutics,
Inc. (a development stage company) as of December 31, 2004, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
year ended December 31, 2004, and for the period from March 18, 1996 (date of
inception) to December 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The Company's
financial statements as of and for the year ended December 31, 2003, and for the
period from March 18, 1996 (date of inception) through December 31, 2003, were
audited by other auditors whose report, dated March 12, 2004, except as to notes
(1) and (12), which were as of April 26, 2004, expressed an unqualified opinion
on those statements and included an explanatory paragraph that referred to
substantial doubt about the Company's ability to continue as a going concern.
The financial statements for the period from March 18, 1996 (date of inception)
through December 31, 2003, reflect a net loss of $64,242 (in thousands) of the
accumulated deficit as of December 31, 2004. The other auditors' report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for such prior periods, is based solely on the report of such other auditors.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

<PAGE>

In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Northwest Biotherapeutics, Inc. (a development stage
company) as of December 31, 2004, and the results of its operations and its cash
flows for the year ended December 31, 2004, and for the period from March 18,
1996 (date of inception) to December 31, 2004, in conformity with accounting
principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in note (2) to the financial
statements, the Company has experienced recurring losses from operations since
inception, has a working capital deficit, and has a deficit accumulated during
the development stage. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans regarding
these matters are also described in note (2). The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Peterson Sullivan PLLC

March 7, 2005, except with respect to note (13) which is as of April 12, 2005
Seattle, Washington
<PAGE>

             Report of Independent Registered Public Accounting Firm

The Board of Directors
Northwest Biotherapeutics, Inc.:

      We have audited the accompanying balance sheet of Northwest
Biotherapeutics, Inc. (a development stage company) (Company) as of December 31,
2003, and the related statements of operations, stockholders' equity (deficit)
and comprehensive loss, and cash flows for each of the years in the two-year
period ended December 31, 2003 and for the period from March 18, 1996
(inception) through December 31, 2003 (which period doesn't appear herein).
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

      We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Northwest Biotherapeutics,
Inc. (a development stage company) as of December 31, 2003, and the results of
its operations and its cash flows for each of the years in the two-year period
ended December 31, 2003 and the period from March 18, 1996 (inception) through
December 31, 2003, in conformity with U.S. generally accepted accounting
principles.

      The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 2 to the
financial statements, the Company has experienced recurring losses from
operations, has a working capital deficit and has a deficit accumulated during
the development stage which raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/  KPMG LLP

Seattle, Washington
March 12, 2004, except as to note 2, which is as of April 26, 2004

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