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 March 6, 2026

Gaurav Shah
Chief Executive Officer
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512

 Re: Rocket Pharmaceuticals, Inc.
 Registration Statement on Form S-3
 Filed March 2, 2026
 File No. 333-293925
Dear Gaurav Shah:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

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

 Sincerely,

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

CORRESP
 1
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 March 6, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street N.E.
 Washington, D.C. 20549
 Attn: Alan Campbell

 Re:   Acceleration Request for Rocket Pharmaceuticals, Inc.   Registration Statement on Form S-3 (File No.
 333-293925)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rocket Pharmaceuticals, Inc. (the “Company”) hereby requests that the effective date for the Registration
 Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., Washington, D.C. time, on March 10, 2026 or as soon thereafter as is practicable, or at such later time as the Company or its counsel may orally request
 via telephone call to the staff.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Sean Jones of K&L Gates LLP, our counsel, at (704) 331-7406. We
 appreciate your assistance in this matter.

 Very truly yours,

 Rocket Pharmaceuticals, Inc.

 By:

 /s/ Martin Wilson

 Name: Martin Wilson

 Title: General Counsel and Chief Corporate Officer

CORRESP
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    October 27, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Christine Westbrook

            Re:
            Rocket Pharmaceuticals, Inc.

              Registration Statement on Form S-4  (File No. 333-267871)

    Dear Ms. Westbrook:

    In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Rocket Pharmaceuticals, Inc. (the “Company”) hereby
      requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to Monday, October 31, 2022, at 9:00 a.m. Eastern Time, or as soon thereafter as practicable. In making this acceleration
      request, the Company acknowledges that it is aware of its responsibilities under the Act.

    Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Tevia K.
      Pollard at (617) 570-1084. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP,
      Attention: Tevia K. Pollard, by email at TPollard@goodwinlaw.com.

    [Signature Page Follows]

            Sincerely,

            ROCKET PHARMACEUTICALS, INC.

            /s/ Gaurav Shah

            Gaurav Shah

            Chief Executive Officer

            cc:
            Martin Wilson, General Counsel, Rocket
                  Pharmaceuticals, Inc.

            Sarah Ashfaq, Goodwin Procter LLP

            William D. Collins, Goodwin Procter LLP

            John T. Haggerty, Goodwin Procter LLP

            Tevia K. Pollard, Goodwin Procter LLP

United States securities and exchange commission logo
October 19, 2022
Gaurav Shah, M.D.
Chief Executive Officer
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NY 08512
Re:Rocket Pharmaceuticals, Inc.
Registration Statement on Form S-4
Filed October 13, 2022
File No. 333-267871
Dear Gaurav Shah:
            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 Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John T. Haggerty, Esq.

United States securities and exchange commission logo
October 18, 2021
Carlos Garcia-Parada
Chief Financial Officer
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512
Re:Rocket Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 1, 2021
File No. 001-36829
Dear Mr. Garcia-Parada:
            We have completed our review of your filings.  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

CORRESP
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            Rocket Pharmaceuticals, Inc.

            9 Cedarbrook Drive

            Cranbury, NJ 08512

    October 7, 2021

    By EDGAR Submission

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Tara Harkins, Kevin Kuhar

            Re:

            Rocket Pharmaceuticals, Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2020

            Filed March 1, 2021

            File No. 001-36829

    Dear Ladies and Gentlemen:

    Rocket Pharmaceuticals, Inc. (“Rocket” or the “Company”) is submitting this letter in response to comments of the staff of the Division of Corporation Finance (the “Staff”)
      of the Securities and Exchange Commission (the “Commission”), received by letter dated September 27, 2021 (the “Comment Letter”), relating to the Company’s Form 10-K for the fiscal year ended December 31, 2020 filed with the Commission on March 1,
      2021 (the “Form 10-K”). For your convenience, the Staff’s comment is reproduced in italicized type below, followed by the Company’s response thereto.

    Form 10-K for the Fiscal Year Ended December 31, 2020

    Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 62

    1. We note the discussion on page 61 that R&D activities are central to your business model and that you expect them to increase substantially over the next several
      years. We also see direct R&D expenses are tracked on a program-by-program basis for your product candidates. Accordingly, please revise future filings to quantify and discuss costs by product candidate as well as by the type or nature of expense
      for each period presented.

    The Company respectfully acknowledges the Staff’s comment and will enhance the disclosure in its future filings beginning with its Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2021, to provide R&D expenses tracked on a program-by-program basis as well as by type and nature of its expense for its product candidates substantially consistent with the disclosure set forth on Exhibit A
      hereto.

      With regards to the Company’s Annual Report on Form 10-K for the year ending December 31, 2021, the Company respectfully advises the Staff that it proposes to provide
        R&D expenses tracked on a program-by-program basis as well as by type and nature of its expense for its product candidates for the years ended December 31, 2021 and 2020.   For the year ended December 31, 2019, the Company did not track
        expenses by project and therefore cannot accurately reflect past history for the year ended December 31, 2019 by project.

      If you or any other member of the Staff have any questions with regards to the foregoing responses, would like to discuss any of the matters covered in this letter, or
        otherwise require additional information, please do not hesitate to contact the undesigned at 646-477-0510.

            Sincerely,

            /s/ Carlos Garcia-Parada

            Carlos Garcia Parada

            Chief Financial Officer

            cc:

            Gaurav Shah, Chief Executive Officer, Rocket Pharmaceuticals, Inc.

            Sarah Ashfaq, Goodwin Procter LLP

      Exhibit A

      Our direct research and development expenses consist principally of external costs, such as fees paid to investigators, consultants, laboratories and CROs in connection with our clinical
        studies, and costs related to acquiring and manufacturing clinical study materials. We do not allocate salary and benefit costs and personnel-related discretionary bonus or stock-based compensation costs, costs associated with our general discovery
        platform improvements, depreciation or other indirect costs that are deployed across multiple projects under development and, as such, the costs are separately classified as other research and development expenses in the table below:

            Three Months Ended September 30,

            Nine Months Ended September 30,

             2021

            2020

            2021

            2020

            Direct Expenses:

            Danon Disease (AAV)

            Fanconi Anemia (LVV)

            Pyruvate Kinase Deficiency (LVV)

            Infantile Malignant Osteopetrosis (LVV)

            Other product candidates

            Total direct Expenses

          —

          —

          —

          —

            Unallocated Expenses

            Employee compensation

            Share based compensation expense

            Depreciation and amortization expense

            Laboratory and related expenses

            Legal and patent fees

            Professional Fees

            Other expenses

            Total other research and development expenses

          —

          —

          —

          —

            Total research and development expense

          $
          —

          $
          —

          $
          —

          $
          —

United States securities and exchange commission logo
September 27, 2021
Carlos Garcia-Parada
Chief Financial Officer
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512
Re:Rocket Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 1, 2021
File No. 001-36829
Dear Mr. Garcia-Parada:
            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.

 FirstName LastNameCarlos Garcia-Parada
 Comapany NameRocket Pharmaceuticals, Inc.
 September 27, 2021 Page 2
 FirstName LastName
Carlos Garcia-Parada
Rocket Pharmaceuticals, Inc.
September 27, 2021
Page 2
Form 10-K for the Fiscal Year Ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 62
1.We note the discussion on page 61 that R&D activities are central to your business model
and that you expect them to increase substantially over the next several years. We also see
direct R&D expenses are tracked on a program-by-program basis for your product
candidates. Accordingly, please revise future filings to quantify and discuss costs by
product candidate as well as by the type or nature of expense for each period presented.
            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 Tara Harkins at (202) 551-3639 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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      Rocket Pharmaceuticals

      9 Cedarbrook Drive

      Cranbury, NJ 08512

      September 8, 2021

      Via EDGAR Transmission

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Re: Rocket Pharmaceuticals, Inc.

             Acceleration Request for Registration Statement on Form S-3

             File No. 333-253756

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Rocket Pharmaceuticals, Inc. (the “Company”) hereby
        requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 10, 2021, at 4:01 pm Eastern Time, or as soon thereafter as
        practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of
        its responsibilities under the Act.

      If you have any questions regarding this request, please contact Sarah Ashfaq of Goodwin Procter LLP at (212) 459-7238.

              Sincerely,

              Rocket Pharmaceuticals, Inc.

              /s/ Gaurav Shah

              Gaurav Shah

              Chief Executive Officer and Director

              cc:

              Carlos Garcia-Parada, Rocket Pharmaceuticals, Inc.

              Sarah Ashfaq, Esq., Goodwin Procter LLP

              William D. Collins, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
March 10, 2021
Gaurav Shah, MD
Chief Executive Officer
Rocket Pharmaceuticals, Inc.
9 Cedarbrook Drive
Cranbury, NJ 08512
Re:Rocket Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed March 2, 2021
File No. 333-253756
Dear Dr. Shah:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sarah Ashfaq, Esq.

CORRESP
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    The Empire State Building

    350 Fifth Avenue, Suite 7530

    New York, NY  10118

    Tel:  (646) 440-9100

    Fax:  (646) 224-9585

    June 21, 2019

    VIA EDGAR

    U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C.  20549

              Attn:

                Donald Field

            Re:

            Rocket Pharmaceuticals, Inc. Acceleration Request

    Acceleration Request

              Requested Date:

              June 24, 2019

              Requested Time:

              4:00 p.m. Eastern Time

    Ladies and Gentlemen:

      Rocket Pharmaceuticals, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
        appropriate action to declare the Company’s Registration Statement on Form S-3 (File No. 333-232168), as amended, effective at the “Requested
        Date” and “Requested Time” set forth above or as soon thereafter as practicable.

      The Company hereby authorizes Andrew D. Thorpe, who is an attorney with the Company’s outside legal counsel, Orrick, Herrington &
        Sutcliffe LLP, to orally modify or withdraw this request for acceleration.

    The Company requests that it be notified of such effectiveness by a telephone call to Mr. Thorpe
        at (415) 773-5970.

    [Signature page follows]

            Sincerely,

            ROCKET PHARMACEUTICALS, INC.

            By:

          /s/ John Militello

            Name: John Militello

            Title: Controller, Principal Financial and Accounting Officer

            cc:

            Andrew D. Thorpe, Orrick, Herrington & Sutcliffe, LLP

June 20, 2019
Gaurav Shah
Chief Executive Officer
Rocket Pharmaceuticals, Inc.
The Empire State Building
350 Fifth Ave, Suite 7530
New York, NY 10118
Re:Rocket Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed June 17, 2019
File No. 333-232168
Dear Dr. Shah:
            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 Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

December 1, 2017
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
91 Hartwell Avenue
Lexington, Massachusetts 02421
Inotek Pharmaceuticals Corporation
Preliminary Proxy Statement on Schedule 14A
Filed October 12, 2017
File No. 001-36829Re:
Dear Mr. Southwell:
            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 by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Andrew H. Goodman, Esq.

CORRESP
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CORRESP

         Andrew Goodman

        212.813.8824

        agoodman@goodwinlaw.com

         Goodwin Procter LLP
        Counselors at Law

        The New York Times Building

        620 Eighth Avenue

        New York, NY 10018
        T: 212.813.8800

        F: 212.355.3333

 November 30, 2017

 VIA
EDGAR AND EMAIL

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Christine Westbrook and Mary
Beth Breslin

Re:
Inotek Pharmaceuticals Corporation

 Revised Preliminary Proxy
Statement on Schedule 14A

 Filed November 20, 2017

File No. 001-36829

 Dear
Ms. Westbrook and Ms. Breslin:

 This letter is being submitted on behalf of Inotek Pharmaceuticals Corporation (the
“Company”) in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the
Company’s revised Preliminary Proxy Statement on Schedule 14A filed on November 20, 2017 ( “Amendment No. 1”), as set forth in your letter dated November 28, 2017 addressed to Mr. Southwell, President and Chief Executive
Officer of the Company (the “Comment Letter”).

 For reference purposes, the Staff’s numbered comment has been
reproduced in italics herein with the response immediately following such comment. In addition, attached hereto as Annex A for review by the Staff are certain pages from Amendment No. 1 reflecting revisions to the Company’s disclosure
that we would undertake to include in the Company’s definitive proxy statement. Page references in the response refer to the pages in Amendment No. 1, as first filed on November 20, 2017.

The response provided herein is based upon information provided to Goodwin Procter LLP. In addition to submitting this letter via EDGAR, we
are sending via email a copy of each of this letter and Annex A (marked to show changes from Amendment No. 1).

 November 30, 2017

 Page
 2

 From PRER14A Filed November 20, 2017

Notes to Financial Statements

 Audited Financial
Statements of Rocket Pharmaceuticals, Ltd. for the Year Ended December 31, 2016

 Agreements Related to Intellectual Property, page F-17

1.
Please clarify your response to prior comment 17 by telling us whether you expense the intellectual properties acquired, under which you obtained the right to both develop and
sublicense the acquired intellectual properties. If so, also tell us your basis for determining that no alternative future use exists. Refer to ASC 730-10-25-2c.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that in accordance with ASC 730-10-25-2c.,
Rocket Pharmaceuticals, Ltd. (“Rocket”) expenses intellectual properties acquired from others unless the costs meet the definition of an intangible asset and the intangible asset has alternative future uses. Rocket expenses all such
costs associated with the acquisition of intangible assets at the time of acquisition. Rocket purchased separate intellectual property for three diseases which are specific and unique to each disease and cannot be applied to other projects. These
diseases are identified in the business overview section and include Fanconi Anemia, Leukocyte Adhesion Deficiency-I, and Pyruvate Kinase Deficiency. Should the research project fail, the intangible asset cannot be used for any other research
project as they relate to very unique biological factors associated with each specific disease. Each of the license agreements includes a sublicense option; however, the sublicense options can only be applied to the specific diseases and would only
be exercised to further Rocket’s development of the intellectual property, in the form of contract manufacturing or development arrangements, or for sales, marketing and commercialization support from third party vendors, which would not
constitute an alternate use. The terms of the license agreements require Rocket to meet certain development milestones. Should Rocket fail to meet its obligations under the license agreements, the licenses, including any related sublicense
agreements, would revert back to the licensor. Therefore, Rocket has determined that the intellectual properties have no alternative future use. Accordingly, and, as noted in ASC 730-10-25-2c, the cost of the intellectual properties represent
research and development expenses and are expensed as incurred. The Company has also revised the disclosure accordingly, and this updated disclosure will be reflected in the definitive proxy statement when filed. Please see the revised disclosure in
Annex A.

 The undersigned, on behalf of the Company, hereby acknowledges that:

•

the Company and its management is responsible for the adequacy and accuracy of the disclosure in the filing;

 2

 November 30, 2017

 Page
 3

•

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.

If you should have any questions concerning the enclosed matters, please contact the undersigned by phone at 212-813-8824 or by email at
AGoodman@goodwinlaw.com.

 Sincerely,

 /s/ Andrew Goodman

 Andrew Goodman

 Enclosures

cc:
David P. Southwell, President and Chief Executive Officer, Inotek Pharmaceuticals Corporation

Mitch Bloom, Goodwin Procter LLP

 3

 Annex A

The significant components of the Company’s deferred income tax assets and liabilities after applying the enacted corporate tax rates are
as follows:

For the year ended
December 31, 2016

For the period July 14, 2015
(Inception) to
December 31, 2015

 Deferred income tax assets (liabilities)

 Operating losses carried forward

$
458

$
23

 Other

25

—

 Valuation allowance

(483
)

(23
)

 Net deferred income tax asset

$
—

$
—

 As of December 31, 2016, the Company has accumulated net operating losses of approximately $7,043 for New York
City tax purposes, which may be available to carry forward and offset future years’ taxable income. The losses expire in various amounts starting in 2035.

As of December 31, 2016, the Company had no unrecognized tax benefits or liabilities for uncertain tax positions. The Company files income tax
returns in the United States and New York State and New York City, but did not report any income effectively connected with a U.S. trade or business. The federal, state and local income tax returns are generally subject to tax examinations for all
periods since inception.

 11. Commitments and Contingencies

Legal Liabilities

 The Company may be
subject to various claims and legal proceedings that arise from time to time in the ordinary course of its business. While the Company intends to defend vigorously its position and cannot predict the outcome of these ongoing legal proceedings, an
adverse outcome in any of these proceedings could have a material effect on the Company’s current and future financial position, results of operations or cash flows.

The Company is not involved in any legal proceeding that it expects to have a material effect on its business, financial position, results of
operations or cash flows.

 12. Agreements Related to Intellectual Property

The Company has entered into various license and research and collaboration arrangements. The transactions principally resulted in the
acquisition of intellectual property, exclusive rights and sublicensing rights which are specific to each disease. The acquired assets
are in the pre-clinical and clinical phase and are being tested for safety or feasibility. In all cases, the Company did not acquire tangible assets, processes, protocols or operating systems. Each of the license agreements contains a sublicense option; however, the sublicense options can only be applied to the specific diseases and would only be exercised to further the
Company’s development of the intellectual property, in the form of contract manufacturing or development arrangements, or for sales, marketing and commercialization support from third party vendors, which would not constitute an alternate
use. The Company expenses the acquired assets as of the acquisition date on the basis that the cost of intangible assets purchased from others for use in research and development activities, has
no alternative future uses.

 License 161101 and SRA 161101

On November 17, 2015, the Company entered into an exclusive license agreement (“License 161101”) with Hutch under which the Company
was granted an exclusive license under the patents specified in the agreement of the License 161101 (the “Patents”) to make, have made, use, sell, offer to sell, and import products and processes using gene therapy for the treatment of FA.
The Company additionally has the right to grant one or more sublicenses to any or all of the rights licensed in connection with License 161101. The License Agreement is in effect for the earlier of (a) the expiration date of the last-to-expire patent, on a country-by-country basis, in which a valid claim covers a product in the country in which the product is sold, or (b) 15 years following regulatory
approval of the first product. The Company will record as expense any contingent milestone payments or royalties in the period in which such liabilities are incurred.

The Company is obligated to make aggregate payments of up to $1,600 to Hutch upon the achievement of specified development and regulatory
milestones. With respect to any commercialized products covered by License 161101, the Company is obligated to pay a low to mid-single digit royalty on net sales, subject to specified adjustments, by the Company or its sub licensees or

 F-15

November 28, 2017
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
91 Hartwell Avenue
Lexington, Massachusetts 02421
Re:Inotek Pharmaceuticals Corporation
Revised Preliminary Proxy Statement on Schedule 14A
Filed November 20, 2017
File No. 001-36829
Dear Mr. Southwell:
            We have reviewed your filing and have the following comment.
            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.
From PRER14A Filed November 20, 2017
Notes to Financial Statements
Audited Financial Statements of Rocket Pharmaceuticals, Ltd. for the Year Ended December 31,
2016
Agreements Related to Intellectual Property, page F-17
1.Please clarify your response to prior comment 17 by telling us whether you expense the
intellectual properties acquired, under which you obtained the right to both develop and
sublicense the acquired intellectual properties.  If so, also tell us your basis for
determining that no alternative future use exists.  Refer to ASC 730-10-25-2c.
            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 LastNameDavid P. Southwell
 Comapany NameInotek Pharmaceuticals Corporation
 June 16, 2017 Page 2
 FirstName LastName
David P. Southwell
Inotek Pharmaceuticals Corporation
November 28, 2017
Page 2
            You may contact Keira Nakada at 202-551-3659 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters. Please
contact Christine Westbrook at 202-551-5019 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Andrew H. Goodman, Esq.

CORRESP
1
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CORRESP

         Andrew Goodman

        212.813.8824

        agoodman@goodwinlaw.com

         Goodwin Procter LLP
        Counselors at Law

        The New York Times Building

        620 Eighth Avenue

        New York, NY 10018
        T: 212.813.8800

        F: 212.355.3333

 November 20, 2017

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

 Attention: Christine Westbrook
and Mary Beth Breslin

Re:
Inotek Pharmaceuticals Corporation

 Preliminary Proxy Statement on
Schedule 14A

 Filed October 12, 2017

File No. 001-36829

Dear Ms. Westbrook and Ms. Breslin:

 This
letter is being submitted on behalf of Inotek Pharmaceuticals Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) with respect to the Company’s Preliminary Proxy Statement on Schedule 14A filed on October 12, 2017 ( “Preliminary Proxy Statement”), as set forth in your letter
dated November 10, 2017 addressed to Mr. Southwell, President and Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing Amendment No. 1 to the Company’s Preliminary
Proxy Statement on Schedule 14A ( “Amendment No. 1”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the Staff’s numbered comments have been reproduced in italics herein with responses immediately following such
comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the Staff’s comments refer to the Preliminary Proxy Statement, and page references in the
responses refer to Amendment No. 1.

 The responses provided herein are based upon information provided to Goodwin Procter LLP. In
addition to submitting this letter via EDGAR, we are sending via email a copy of each of this letter and Amendment No. 1 (marked to show changes from the Preliminary Proxy Statement).

 November 20, 2017

 Page
 2

 Preliminary Proxy Statement

Cover Page

1.
We note your disclosure on page 74 that the exchange ratio is subject to adjustment based on the amount of net cash of Inotek as of the determination date. Please revise the cover page to state the manner in which
the exchange ratio may be adjusted. Please also disclose the number of shares that would be issued in the merger as of the most recent practicable date.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure accordingly.
Please see the revised disclosure on the cover page.

2.
Please disclose on the cover page that there is no adjustment to the number of shares of your common stock to be issued in the merger based on the market value of your common stock, and that the market value of your
common stock may vary significantly from the market value as of the date of the proxy statement.

 RESPONSE: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure accordingly. Please see the revised disclosure on the cover page.

3.
Please revise the cover page to state the range of reverse stock split ratios that shareholders are being asked to approve.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure accordingly.
Please see the revised disclosure on the cover page.

 The Merger

Opinion of Inotek’s Financial Advisor, page 55

4.
Please supplementally provide us with copies of all materials prepared by Perella Weinberg and shared with your board of directors and their representatives, including copies of all board books and all transcripts
and summaries, that were material to the board’s decision to approve the merger and the transactions contemplated thereby.

RESPONSE: In response to the Staff’s comment, the confidential board book prepared by Perella Weinberg Partners LP
(“PWP”) in connection with their opinion as presented to the board of directors of the Company at the meeting held on September 12, 2017 is being provided

 2

 November 20, 2017

 Page
 3

 directly to the Staff by Ropes & Gray LLP, as counsel to PWP, under separate cover
on a confidential and supplemental basis pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with such Rule, such materials are being provided together with a request
that these materials be returned promptly following completion of the Staff’s review thereof. Such materials are not, and will not be, filed with or deemed to be part of the Preliminary Proxy Statement, including any amendments thereto. By
separate letter, request for confidential treatment of these materials pursuant to the provisions of 17 C.F.R. §200.83 has been made by PWP.

5.
Please expand your disclosure to state the relevant selection criteria for the companies used in each of the selected IPO analysis, selected public company market valuation analysis and selected merger and
acquisition transaction analysis, and whether any companies or transactions that met the selection criteria were excluded from the analysis and why.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 58
to 60 to clarify all selection criteria utilized by PWP in identifying the companies or transactions used in each of the selected IPO analysis, selected public company market valuation analysis and selected merger and acquisition transaction
analysis. We respectfully note that representatives of PWP have advised the Company that PWP is not aware of any companies or transactions that met the selection criteria which were excluded from the analysis.

Rocket’s Business

 Gene Therapy Overview, page 96

6.
We note your disclosure in the last sentence of the third paragraph in this section indicating that Rocket believes its LVV and AVV-based programs have the potential to offer
therapeutic development with a “favorable safety profile.” Please remove this and any other statement suggesting that any of Rocket’s product candidates are safe, as such determination is within the authority of the relevant
regulatory agencies.

 RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that
it has removed all statements relating to the safety profile of any of Rocket Pharmaceuticals, Ltd.’s (“Rocket’s”) product candidates.

Pipeline Overview, page 99

7.
 Please revise Rocket’s pipeline development chart to clearly identify the stage of development that has
been completed. For example, the arrows corresponding to LAD-I and PKD suggest that Rocket has completed preclinical development, and the arrow corresponding to FANC-A

 3

 November 20, 2017

 Page
 4

suggests that Rocket has completed the discovery phase for this indication. Please also provide the relevant indication for Rocket’s AAV program or remove this program from the chart.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the pipeline development
chart on page 98 to more clearly identify the applicable stage of development for each of Rocket’s product candidates. Additionally, the Company has removed Rocket’s AAV program from the pipeline development chart in response to the
Staff’s comment.

 Fanconi Anemia Complementation Group A (FANCA), page 101

8.
Please clarify the meaning of any significant scientific or technical terms the first time they are used in order to ensure that lay readers will understand the disclosure. For example, please briefly explain what
you mean by “allogeneic,” “HSCs,” “aplasia,” “leukemogenesis,” “non-myeloablative cytotoxic and non-cytotoxic conditioning agents” “neutrophils,” and
“dimerization.”

 RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff
that it has revised the disclosures in the Rocket’s Business section to clarify or define scientific or technical terms the first time they are used in line with the Staff’s plain English guidance (see, e.g., “allogeneic hematopoietic
stem cell transplantation” on page 97, “bone marrow aplasia” on page 100, “granulocyte-colony stimulating factor” and “plexiform” on page 101, “leukemogenesis” on page 102, “low dose
non-myeloablative cytotoxic and non-cytotoxic conditioning agents” on page 102, “neutrophils” on page 102, “CD18 hypomorphic mouse” on page 103, “hemolytic anemia” on page
103, “splenomegaly” on page 103, “cirrhosis” on pages 103-104, “cardiomyopathy” on page 104, “reticulocytosis” on page 104, and “mitomycin-C” on
page 106).

 Additionally, in response to the Staff’s comments 8-10 to revise the
disclosure relating to Rocket’s Business to make the disclosure more clear and understandable to a lay reader, and as further detailed in the Company’s responses to comments 9 and 10 below, the Company has either clarified the relevance or
significance of its statements (see, e.g., page 106 regarding the AAV data) or has removed graphics, data or other disclosures that were not easily understandable to a lay reader and were not material to the Company’s shareholders in
considering the proposed merger or their future investment in the proposed combined company.

9.
 We note your disclosure in the second numbered paragraph on page 102. Please revise your disclosure to clearly
explain and give context to the proliferative advantage you state has been shown. In this regard, it is not clear if your statements are based on the single patient mentioned

 4

 November 20, 2017

 Page
 5

at the end of this section. Please also place your statements in the third numbered paragraph in the appropriate context by discussing the cohort you refer to as “recently treated patients.”

 RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has removed the
disclosure in the second numbered paragraph on page 101 and the reference to “recently treated patients” in the third numbered paragraph in order to be consistent with the Staff’s “plain English” guidance, and such
disclosures are not material to the Company’s shareholders in considering the proposed merger or their future investment in the proposed combined company.

Rocket Development Programs

 Leukocyte Adhesion Deficiency-I (LAD-I) Pre-Clinical Proof of Concept, page 105

10.
Please revise the graphic on page 105 to ensure it is legible and contains the appropriate explanatory information for an investor to understand the graphic. Make similar revisions to the graphics throughout this
section as appropriate. Also expand the disclosure following the graphic on p. 105 to explain the significance of the presentation. For instance, the significance of the “restoration of 2-Integrin
dimerization” is unclear.

 RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the
Staff that it has removed the graphic on page 105 and the disclosure following the graphic on page 105 in order to be consistent with the Staff’s “plain English” guidance, and such disclosures are not material to the Company’s
shareholders in considering the proposed merger or their future investment in the proposed combined company.

 Material Contracts, page 112

11.
For each of Rocket’s license agreements and Rocket’s contract research and collaboration agreements, disclose the amount of up-front payment, milestone payments,
individually or in the aggregate, royalty rate, or royalty range not to exceed ten percent, as well as term and termination provisions.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 108
to 112 with respect to Rocket’s material contracts to disclose payment, royalties, term and termination provisions.

 Shares of Inotek Common Stock
Issued to Rocket Shareholders upon Closing of the Merger, page 140

12.
 Please tell us whether a simple majority of the preferred shareholders elected to convert their preferred
shares or provide us an analysis showing how the merger terms will satisfy the

 5

 November 20, 2017

 Page
 6

conditions of automatic conversion.

 RESPONSE: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that a sufficient majority of Rocket’s preferred shareholders voted to convert their preferred shares to ordinary shares at the closing of the merger on September 19, 2017 at an extraordinary
general meeting of Rocket’s shareholders.

 Audited Financial Statements of Rocket Pharmaceuticals, Ltd. for the Year Ended
December 31, 2016

 Notes to Financial Statements

Agreements Related to Intellectual Property , page F-17

13.
Please disclose the amounts of acquired intellectual assets expensed to date and during the periods presented under each of your license and research collaboration agreements.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure in Note 12 in
the audited financial statements of Rocket Pharmaceuticals, Ltd. for the year ended December 31, 2016.

14.
Please tell us whether you incurred any upfront fees in connection with your agreements. If so, tell us what the fees represent and how you account for them. With regards to the agreements under which you acquired
exclusive rights and sublicensing rights, tell us how you accounted for these rights.

 RESPONSE: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised the disclosure in Note 12 of the audited financial statements of Rocket Pharmaceutical, Ltd. for the year ended December 31, 2016 to identify and describe the
accounting for acquired assets such as intellectual property, exclusivity rights and sub-licensing rights. Rocket has incurred upfront license fees in connection with its agreements and has expensed these fees
as research and development costs.

 Notes to Financial Statements

Unaudited Financial Statements of Rocket Pharmaceuticals, Ltd. for the Six Months Ended June 30, 2017

Manufacturing Agreements, page F-37

15.
Please disclose the timing by which your obligation of $3,600,000 will be paid and explain why this commitment is greater than $721,000 that is disclosed on your contractual obligations table on page 129.

 RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the

 6

 November 20, 2017

 Page
 7

 Staff that it has revised the disclosure on page
F-37. The amount of $3,600 in footnote 11 on page F-37 of the Preliminary Proxy Statement inadvertently included both “Manufacturing Agreements” and
“Research Agreements”. The footnote has been updated to September 30, 2017 and corrected to reflect just the Manufacturing Agreement non-cancellable commitments at September 30, 2017.

The undersigned, on behalf of the Company, hereby acknowledges that:

•

the Company and its management 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.

If you should have any questions concerning the enclosed matters, please contact the undersigned by phone at 212-813-8824 or by email at AGoodman@goodwinlaw.com.

 Sincerely,

/s/ Andrew Goodman

 Andrew Goodman

Enclosures

cc:
David P. Southwell, President and Chief Executive Officer, Inotek Pharmaceuticals Corporation

Mitch Bloom, Goodwin Procter LLP

 7

November 10, 2017
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
91 Hartwell Avenue
Lexington, Massachusetts 02421
Re:Inotek Pharmaceuticals Corporation
Preliminary Proxy Statement on Schedule 14A
Filed October 12, 2017
File No. 001-36829
Dear Mr. Southwell:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement filed October 12, 2017
Cover page
1.We note your disclosure on page 74 that the exchange ratio is subject to adjustment based
on the amount of net cash of Inotek as of the determination date. Please revise the cover
page to state the manner in which the exchange ratio may be adjusted.  Please also
disclose the number of shares that would be issued in the merger as of the most recent
practicable date.
2.Please disclose on the cover page that there is no adjustment to the number of shares of
your common stock to be issued in the merger based on the market value of
your common stock, and that the market value of your common stock may vary
significantly from the market value as of the date of the proxy statement.

 FirstName LastNameDavid P. Southwell
 Comapany NameInotek Pharmaceuticals Corporation
 June 16, 2017 Page 2
 FirstName LastNameDavid P. Southwell
Inotek Pharmaceuticals Corporation
November 10, 2017
Page 2
3.Please revise the cover page to state the range of reverse stock split ratios that
shareholders are being asked to approve.
The Merger
Opinion of Inotek's Financial Advisor, page 55
4.Please supplementally provide us with copies of all materials prepared by Perella
Weinberg and shared with your board of directors and their representatives, including
copies of all board books and all transcripts and summaries, that were material to the
board's decision to approve the merger and the transactions contemplated thereby.
5.Please expand your disclosure to state the relevant selection criteria for the companies
used in each of the selected IPO analysis, selected public company market valuation
analysis and selected merger and acquisition transaction analysis, and whether any
companies or transactions that met the selection criteria were excluded from the analysis
and why.
Rocket's Business
Gene Therapy Overview, page 96
6.We note your disclosure in the last sentence of the third paragraph in this section
indicating that Rocket believes its LVV and AVV-based programs have the potential to
offer therapeutic development with a "favorable safety profile." Please remove this and
any other statement suggesting that any of Rocket's product candidates are safe, as such
determination is within the authority of the relevant regulatory agencies.
Pipeline Overview, page 99
7.Please revise Rocket's pipeline development chart to clearly identify the stage of
development that has been completed. For example, the arrows corresponding to LAD-1
and PKD suggest that Rocket has completed preclinical development, and the arrow
corresponding to FANC-A suggests that Rocket has completed the discovery phase for
this indication. Please also provide the relevant indication for Rocket's AAV program or
remove this program from the chart.
Fanconi Anemia Complementation Group A (FANCA), page 101
8.Please clarify the meaning of any significant scientific or technical terms the first time
they are used in order to ensure that lay readers will understand the disclosure. For
example, please briefly explain what you mean by "allogeneic," "HSCs," "aplasia,"
"leukemogenesis," "non-myeloablative cytotoxic and non-cytotoxic conditioning agents,"
"neutrophils," and "dimerization."

 FirstName LastNameDavid P. Southwell
 Comapany NameInotek Pharmaceuticals Corporation
 June 16, 2017 Page 3
 FirstName LastNameDavid P. Southwell
Inotek Pharmaceuticals Corporation
November 10, 2017
Page 3
9.We note your disclosure in the second numbered paragraph on page 102. Please revise
your disclosure to clearly explain and give context to the proliferative advantage you
state has been shown. In this regard, it is not clear if your statements are based on the
single patient mentioned at the end of this section. Please also place your statements in
the third numbered paragraph in the appropriate context by discussing the cohort you
refer to as "recently treated patients."
Rocket Development Programs
Leukocyte Adhesion Deficiency-1 (LAD-1)
Pre-Clinical Proof of Concept, page 105
10.Please revise the graphic on page 105 to ensure it is legible and contains the appropriate
explanatory information for an investor to understand the graphic.  Make similar
revisions to the graphics throughout this section as appropriate.  Also expand the
disclosure following the graphic on p. 105 to explain the significance of the
presentation.  For instance, the significance of the "restoration of 2-Integrin
dimerization" is unclear.
Material Contracts, page 112
11.For each of Rocket's license agreements and Rocket's contract research and collaboration
agreements, disclose the amount of up-front payment, milestone payments, individually
or in the aggregate, royalty rate, or royalty range not to exceed ten percent, as well as
term and termination provisions.
3. Shares of Inotek Common Stock Issued to Rocket Shareholders upon Closing of the Merger,
page 140
12.Please tell us whether a simple majority of the preferred shareholders elected to convert
their preferred shares or provide us an analysis showing how the merger terms will
satisfy the conditions of automatic conversion.
Audited Financial Statements of Rocket Pharmaceuticals, Ltd. for the Year Ended December 31,
2016
Notes to Financial Statements
12. Agreements Related to Intellectual Property , page F-17
13.Please disclose the amounts of acquired intellectual assets expensed to date and during
the periods presented under each of your license and research collaboration agreements.
14.Please tell us whether you incurred any upfront fees in connection with your agreements.
If so, tell us what the fees represent and how you account for them.  With regards to the
agreements under which you acquired exclusive rights and sublicensing rights, tell us
how you accounted for these rights.

 FirstName LastNameDavid P. Southwell
 Comapany NameInotek Pharmaceuticals Corporation
 June 16, 2017 Page 4
 FirstName LastName
David P. Southwell
Inotek Pharmaceuticals Corporation
November 10, 2017
Page 4
Notes to Financial Statements
Unaudited Financial Statements of Rocket Pharmaceuticals, Ltd. for the Six Months Ended June
30, 2017
11. Manufacturing Agreements, page F-37
15.Please disclose the timing by which your obligation of $3,600,000 will be paid and
explain why this commitment is greater than $721,000 that is disclosed on your
contractual obligations table on page 129.
            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 Keira Nakada at 202-551-3659 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christine Westbrook at 202-551-5019 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Andrew H. Goodman, Esq.

CORRESP
1
filename1.htm

CORRESP

 INOTEK PHARMACEUTICALS CORPORATION

91 Hartwell Avenue

 Lexington, MA
02421

 April 12, 2016

 Via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Inotek Pharmaceuticals Corporation

 Registration Statement on Form S-3

File No. 333- 210585

Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Inotek Pharmaceuticals Corporation (the “Registrant”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-210585) (the “Registration Statement”), so that it may become effective at 9:00 a.m. Eastern Time on April 14,
2016, or as soon thereafter as practicable.

 The Registrant hereby acknowledges that:

1.
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

2.
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

3.
the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

 Very truly yours,

Inotek Pharmaceuticals Corporation

By:

/s/ David P. Southwell

 Name:

 Title:

 David P. Southwell

 President and Chief
Executive Officer

Cc:
Mitchell S. Bloom, Esq. (Goodwin Procter LLP)

 Edwin O’Connor, Esq. (Goodwin Procter LLP)

Mail Stop 4720
April 12, 2016

David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
91 Hartwell Avenue
Lexington, MA 02421

Re: Inotek Pharmaceuticals Corporation
  Registration Statement on Form S-3
Filed  April 4 , 2016
  File No.  333-210585

Dear Mr. Southwel l:

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

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

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

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

 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 i n 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 a nd 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

David P. Southwell
Inotek Pharmaceuticals Corporation
April 12, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibiliti es under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 Please  contact Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with any q uestions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Edwin M. O’Connor , Esq.

CORRESP
1
filename1.htm

UW Acceleration Request

 VIA EDGAR

August 10, 2015

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Christina DeRosa

Re:
Inotek Pharmaceuticals Corporation (the “Company”)

Registration Statement on Form S-1 File No. 333-206027

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the Company’s proposed public offering of shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”), we hereby join the Company’s request for acceleration of the effective date of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. (ET) on August
12, 2015, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the Act, we wish to advise you that we intend to distribute,
either in printed or electronic form, approximately 850 copies of the Company’s preliminary prospectus relating to the Common Stock, dated August 10, 2015, to underwriters, dealers, institutions and others.

The undersigned, as representatives of the several underwriters, have complied and will continue to comply, and have been informed by the
participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.

[Signature page follows]

 Very truly yours,

COWEN AND COMPANY, LLC

PIPER JAFFRAY & CO.

NOMURA SECURITIES INTERNATIONAL, INC.

    Acting on their own behalf

    and as representatives of several

    underwriters

By: COWEN AND COMPANY, LLC

By:

/s/ Andy Mertz

 Name: Andy Mertz

 Title: Managing
Director

By: PIPER JAFFRAY & CO.

By:

/s/ Christie L. Christina

 Name: Christie L. Christina

 Title: Managing
Director

By: NOMURA SECURITIES INTERNATIONAL, INC.

By:

/s/ Rudy Balseiro

 Name: Rudy Balseiro

 Title: Managing
Director

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 131 Hartwell Avenue, Suite 105

Lexington, MA 02421

 VIA EDGAR AND
FACSIMILE

 August 10, 2015

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4720

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Christina DeRosa

Re:
Inotek Pharmaceuticals Corporation

Acceleration Request for Registration Statement on Form S-1

File No. 333-206027

 Dear Ms. DeRosa:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Inotek Pharmaceuticals Corporation (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to August 12, 2015 at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Edwin O’Connor at (212) 813-8853. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective
time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Edwin O’Connor, by facsimile to (212) 355-3333.

In connection with the foregoing, the Company hereby acknowledges the following:

•

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

•

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration Statement; 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 have any questions regarding this request, please contact Edwin O’Connor of Goodwin Procter LLP at
(212) 813-8853.

 Sincerely,

INOTEK PHARMACEUTICALS CORPORATION

/s/ David P. Southwell

 David P. Southwell

 President and Chief
Executive Officer

cc:
Mitchell S. Bloom, Goodwin Procter LLP

 Edwin O’ Connor, Goodwin Procter LLP

Mail Stop 4720

August 7, 2015

Via E -mail
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
131 Hartwell Avenue, Suite 105
Lexington, MA 02421

Re: Inotek Pharmaceuticals Corporation
  Registration Statement on Form S-1
Filed  July 31, 2015
  File No.  333-206027

Dear Mr. Southwell :

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

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

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

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e 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.

David P. Southwell
Inotek Pharmaceuticals Corporation
August 7, 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are 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 registered securities .

Please contact Christina De Rosa at (202) 551 -3577 or me at (202) 551 -3715 with any
other questions.

Sincerely,

  /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director
Office of Healthcare and Insurance

cc: Via E -mail
            Edwin M. O’Connor
            Goodwin Procter LLP
            Exchange Place
            53 State Street
            Boston, MA 02109

CORRESP
1
filename1.htm

UW Acceleration Request

 VIA EDGAR

February 17, 2015

 United State Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:  Jeffrey P. Riedler

  Austin Stephenson

Re:
Inotek Pharmaceuticals Corporation (the “Company”)

Registration Statement on Form S-1 File No. 333-199859

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several
underwriters of the Company’s proposed public offering of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and proposed offering of the Company’s convertible senior notes due
2020 (the “Convertible Notes”), we hereby join the Company’s request for acceleration of the effective date of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. (ET) on
February 17, 2015, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the Act, we wish to advise you that we have
distributed approximately 1,415 copies of the Company’s preliminary prospectus relating to the Common Stock, dated January 21, 2015, and approximately 1,090 copies of the Company’s preliminary prospectus relating to the Convertible
Notes, dated January 21, 2015, through the date hereof to underwriters, dealers, institutions and others.

 The undersigned, as
representatives of the several underwriters, have complied and will continue to comply, and have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the
Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

 COWEN AND COMPANY, LLC

PIPER JAFFRAY & CO.

NOMURA SECURITIES INTERNATIONAL, INC.

 Acting on their own behalf

and as representatives of several

underwriters

BY: COWEN AND COMPANY, LLC

By:

/s/ Grant Miller

 Name: Grant Miller

 Title: Managing
Director

 BY: PIPER JAFFRAY & CO.

By:

/s/ Christie L. Christina

 Name: Christie L. Christina

 Title: Managing
Director

By: NOMURA SECURITIES INTERNATIONAL, INC.

By:

/s/ Arun Master

 Name: Arun Master

 Title: Managing
Director

CORRESP
1
filename1.htm

Acceleration Request

 131 Hartwell Avenue, Suite 105

Lexington, MA 02421

 VIA EDGAR AND
FACSIMILE

 February 17, 2015

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4720

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jeffrey Riedler

                 Austin Stephenson

Re:
Inotek Pharmaceuticals Corporation

Acceleration Request for Registration Statement on Form S-1

File No. 333-199859

 Dear Mr. Riedler:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Inotek Pharmaceuticals Corporation (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to February 17, 2015 at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Edwin O’Connor at (212) 813-8853. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective
time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Edwin O’Connor, by facsimile to (212) 355-3333.

In connection with the foregoing, the Company hereby acknowledges the following:

•

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

•

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration Statement; 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 have any questions regarding this request, please contact Edwin O’Connor of Goodwin Procter LLP at
(212) 813-8853.

Sincerely,

INOTEK PHARMACEUTICALS CORPORATION

 /s/ David P. Southwell

David P. Southwell

President and Chief Executive Officer

cc:

Mitchell S. Bloom, Goodwin Procter LLP

Edwin O’ Connor, Goodwin Procter LLP

CORRESP
1
filename1.htm

Acceleration Request

 131 Hartwell Avenue, Suite 105

Lexington, MA 02421

 VIA EDGAR AND
FACSIMILE

 February 9, 2015

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4720

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jeffrey Riedler

                 Austin Stephenson

Re:
Inotek Pharmaceuticals Corporation

Acceleration Request for Registration Statement on Form S-1

File No. 333-199859

 Dear Mr. Riedler:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Inotek Pharmaceuticals Corporation (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to February 11, 2015 at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Edwin O’Connor at (212) 813-8853. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective
time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Edwin O’Connor, by facsimile to (212) 355-3333.

In connection with the foregoing, the Company hereby acknowledges the following:

•

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

•

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration Statement; 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 have any questions regarding this request, please contact Edwin O’Connor of Goodwin Procter LLP at
(212) 813-8853.

Sincerely,

INOTEK PHARMACEUTICALS CORPORATION

 /s/ David P. Southwell

David P. Southwell

President and Chief Executive Officer

cc:

Mitchell S. Bloom, Goodwin Procter LLP

Edwin O’ Connor, Goodwin Procter LLP

CORRESP
1
filename1.htm

UW Acceleration Request

 VIA EDGAR

February 9, 2015

 United State Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:  Jeffrey P. Riedler

  Austin Stephenson

Re:
Inotek Pharmaceuticals Corporation (the “Company”)

Registration Statement on Form S-1 File No. 333-199859

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several
underwriters of the Company’s proposed public offering of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and proposed offering of the Company’s convertible senior notes due
2020 (the “Convertible Notes”), we hereby join the Company’s request for acceleration of the effective date of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. (ET) on
February 11, 2015, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the Act, we wish to advise you that we have
distributed approximately 1,415 copies of the Company’s preliminary prospectus relating to the Common Stock, dated January 21, 2015, and approximately 1,090 copies of the Company’s preliminary prospectus relating to the Convertible
Notes, dated January 21, 2015, through the date hereof to underwriters, dealers, institutions and others.

 The undersigned, as
representatives of the several underwriters, have complied and will continue to comply, and have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the
Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

 COWEN AND COMPANY, LLC

PIPER JAFFRAY & CO.

NOMURA SECURITIES INTERNATIONAL, INC.

 Acting on their own behalf

and as representatives of several

underwriters

BY: COWEN AND COMPANY, LLC

By:

/s/ Grant Miller

 Name: Grant Miller

 Title: Managing
Director

 BY: PIPER JAFFRAY & CO.

By:

/s/ Christie L. Christina

 Name: Christie L. Christina

 Title: Managing
Director

By: NOMURA SECURITIES INTERNATIONAL, INC.

By:

/s/ Arun Master

 Name: Arun Master

 Title: Managing
Director

CORRESP
1
filename1.htm

CORRESP

 131 Hartwell Avenue, Suite 105

Lexington, MA 02421

 VIA EDGAR AND
FACSIMILE

 February 3, 2015

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4720

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jeffrey Riedler

Austin Stephenson

Re:
Inotek Pharmaceuticals Corporation

Acceleration Request for Registration Statement on Form S-1

File No. 333-199859

 Dear Mr. Riedler:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Inotek Pharmaceuticals Corporation (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to February 5, 2015 at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Edwin O’Connor at (212) 813-8853. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective
time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Edwin O’Connor, by facsimile to (212) 355-3333.

In connection with the foregoing, the Company hereby acknowledges the following:

•

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

•

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration Statement; 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 have any questions regarding this request, please contact Edwin O’Connor of Goodwin Procter LLP at

(212) 813-8853.

Sincerely,

INOTEK PHARMACEUTICALS CORPORATION

/s/ David P. Southwell

David P. Southwell

President and Chief Executive Officer

cc:  Mitchell S. Bloom, Goodwin Procter LLP

    Edwin O’ Connor, Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

February 3, 2015

 United State Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:  Jeffrey P. Riedler

  Austin Stephenson

Re:
Inotek Pharmaceuticals Corporation (the “Company”)

Registration Statement on Form S-1 File No. 333-199859

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several
underwriters of the Company’s proposed public offering of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and proposed offering of the Company’s convertible senior notes due
2020 (the “Convertible Notes”), we hereby join the Company’s request for acceleration of the effective date of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. (ET) on
February 5, 2015, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the Act, we wish to advise you that we have
distributed approximately 1,400 copies of the Company’s preliminary prospectus relating to the Common Stock, dated January 21, 2015, and approximately 1,075 copies of the Company’s preliminary prospectus relating to the Convertible
Notes, dated January 21, 2015, through the date hereof to underwriters, dealers, institutions and others.

 The undersigned, as
representatives of the several underwriters, have complied and will continue to comply, and have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the
Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

 COWEN AND COMPANY, LLC

PIPER JAFFRAY & CO.

NOMURA SECURITIES INTERNATIONAL, INC.

 Acting on their own behalf

and as representatives of several

underwriters

BY: COWEN AND COMPANY, LLC

By:

/s/ Grant Miller

 Name: Grant Miller

 Title: Managing
Director

 BY: PIPER JAFFRAY & CO.

By:

/s/ Christie L. Christina

 Name: Christie L. Christina

 Title: Managing
Director

By: NOMURA SECURITIES INTERNATIONAL, INC.

By:

/s/ Arun Master

 Name: Arun Master

 Title: Managing
Director

CORRESP
1
filename1.htm

SEC LETTER

 Confidential Treatment Requested

by Inotek Pharmaceuticals Corporation

ITEK-0001

 Goodwin Procter LLP

 Counsellors at Law

Exchange Place

 Boston, MA 02109

T: 617.570.1000

 F: 617.523.1231

 November 26, 2014

FOIA Confidential Treatment Request

 The entity
requesting confidential treatment is

 Inotek Pharmaceuticals Corporation

131 Hartwell Avenue, Suite 105

 Lexington, Massachusetts 02421

 Attn: David P. Southwell, President and Chief Executive Officer

Telephone: (781) 676-2100

 CERTAIN PORTIONS OF THIS
LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED
BY THE MARK “[***].”

 VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Mail Stop 4720

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

 Attention: Austin Stephenson

Re:
Inotek Pharmaceuticals Corporation

Registration Statement on Form S-1

Filed November 21, 2014

CIK No. 0001281895

 Dear Mr. Stephenson:

Rule 83 Confidential Treatment Request by Inotek Pharmaceuticals Corporation

This letter is being supplementally furnished on behalf of Inotek Pharmaceuticals Corporation (the “Company”) and in
connection with the submission of the Company’s

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

Mr. Stephenson

Confidential Treatment Requested

United States Securities and Exchange Commission

by Inotek Pharmaceuticals Corporation

November 26, 2014

ITEK-0002

 Page
 2

response letter dated November 26, 2014 (the “Response Letter”) in response to comments from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in a letter dated November 25, 2014 (the “Comment Letter”), relating to the Company’s Registration Statement on Form S-1 (File No. 333-199859) (the
“Registration Statement”) that was filed with the Commission on November 21, 2014, we submit this supplemental letter to further address comment 2 of the Comment Letter.

Discussion of Estimated Price Range

The Company supplementally advises the Staff that since the letter provided to the Staff on November 21, 2014 (the
“Letter”), based on consultations with the managing underwriters in the Company’s initial public offering (the “IPO”), if the marketing of the IPO were to commence today, the Company’s present view is that
the estimated offering range would be revised lower from that previously indicated in the Letter to be between $[***] and $[***] per share. The Company has lowered the estimated offering range based on valuation feedback it has received from
prospective investors the Company has met in testing the waters meetings.

 The midpoint of the estimated price range for the
offering of $[***] per share (the “Midpoint Price”) exceeds the fair value of the Company’s common stock of $[***] per share as of June 30, 2014 (the “June Valuation Price”) and $[***] per share as of
September 30, 2014 (the “September Valuation Price” and together with the June Valuation Price, the “Valuation Prices”), by $[***] and $[***] per share, respectively. The Company respectfully submits that the
differences between the Valuation Prices and the Midpoint Price are primarily attributable to the fact that the methodology applied for determining the Valuation Prices incorporated multiple probability-weighted liquidity scenarios and inherently
decreases the estimated fair value per share due to the combination of (i) the mix of other expected business equity values discounted for their future value and (ii) the application of a discount for lack of marketability. The
Company’s valuations utilize, among other methods, a discounted cash flow model to determine the value of the Company. The discounted cash flow model considers the risk profile of the Company, which will decrease as the Company gets closer to a
liquidity event. In contrast, the Midpoint Price assumes with 100% probability that the Company completes an IPO and the Company’s preferred stock will be converted into common stock during the fourth quarter of 2014. Additionally, the Midpoint
Price assumes only a single potential liquidity event, the IPO, and does not include a discount for lack of marketability as an active trading market for the common stock will exist following the IPO. As a result, the Midpoint Price was not impacted
by other expected business equity values from other potential future liquidity events nor discounted for lack of marketability.

In each of the June 30, 2014 valuation report (the “June Valuation Report”) and September 30, 2014 valuation
report (the “September Valuation Report” and together with the June Valuation report, the “Valuation Reports”), a probability weighting of 30% was assigned to the IPO scenario. The Valuation Reports also utilized
other probability weighted liquidity

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

 2

Mr. Stephenson

Confidential Treatment Requested

United States Securities and Exchange Commission

by Inotek Pharmaceuticals Corporation

November 26, 2014

ITEK-0003

 Page
 3

event scenarios in which liquidation preferences of the Company’s preferred stockholders would remain in effect resulting in a reduced value assumed for common stock. The Company
respectfully submits that the IPO scenario resulted in a higher fair value per share determination of per share price of $[***] in the June Valuation Report and $[***] in the September Valuation Report before any discount for lack of marketability
as compared to the other liquidity event scenarios because under the IPO scenarios, the Company’s preferred stock would convert into common stock in connection with the offering and, therefore, the liquidation preferences of the preferred stock
would be eliminated upon the completion of the offering.

 The Company believes that the remaining difference between the Valuation Prices
and the Midpoint Price is attributed to the fact that the Valuation Reports utilized a quantitative methodology to determine the fair value of the Company’s common stock, which may differ from the more qualitative and subjective methodology
used by some public market investors to determine the price that they are willing to pay in the IPO. Also, other factors may have an impact, such as the inherent uncertainty of completing an IPO and the possibility that the actual offering price
could be substantially lower than the estimated offering price range provided by the Company’s underwriters.

 The Company has
provided the anticipated price range above without giving effect to a reverse split of the Company’s capital stock that is expected to be effected prior to the IPO, and which the Company expects to reflect in the preliminary prospectus prior to
the commencement of the roadshow. The Company advises the Staff that it has revised the expected reverse stock split and now expects to effect a one-for-[***] reverse stock split. For clarity, however, the Company advises the Staff that, given the
volatility of the public trading market and the uncertainty of the timing of the IPO, the Company and the underwriters have not yet finally agreed to a price range for the IPO and the Company has not yet conclusively determined the size or ratio of
the split of the common stock referred to above. Accordingly, the information in this letter that the Company is supplementally providing to the Staff is for illustrative purposes only and may differ in the actual preliminary prospectus for the IPO.
We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the IPO, the Company will file a pre-effective amendment to the Registration Statement that will include all information other
than information that may be excluded in reliance upon Rule 430A of Regulation C, including the information set forth in this letter, and the actual price range to be included in such amendment which will comply with the Staff’s
interpretation regarding the parameters of a bona fide price range.

 Determining the Probability Weighted Scenarios and the Discount for Lack of
Marketability

 As previously discussed in the Letter, the Company’s board of directors determined that the fair value of its
common stock based on several factors, including the results of a third-party valuation performed as of that date. That valuation analysis, used a probability-weighted expected return method to analyze the present value of the returns afforded to
stockholders under

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

 3

Mr. Stephenson

Confidential Treatment Requested

United States Securities and Exchange Commission

by Inotek Pharmaceuticals Corporation

November 26, 2014

ITEK-0004

 Page
 4

each of three possible future scenarios for the Company: (i) an IPO (30% probability), (ii) a M&A transaction(20% probability), or (iii) continued operations as a private
company or dissolution (50% probability and reflecting a failed Phase 2 trial). The Company determined that the probabilities for the three possible future scenarios were appropriate because without product-supporting results from the Company’s
Phase 2 trial, the Company believed it would be unable to proceed with an IPO or M&A transaction. The Phase 2 trial was in progress at June 30, 2014 and September 30, 2014. The Company acknowledges that between June 30, 2014
and September 30, 2014, certain events occurred such as hiring a Chief Executive Officer, engaging investment bankers, filing a draft registration statement, all in preparation of an IPO. However, the Company continued to consider the receipt
of positive Phase 2 data as a key event to successfully complete an IPO or a M&A transaction. The Company did not have any data from the Phase 2 trial at June 30, 2014 and September 30, 2014. The combined probabilities the
Company assigned to an IPO and a M&A transaction of the Company of 50% exceeded the industry average of positive Phase 2 trials of approximately 30%.

In addition the Company suppementally advises the Staff that the discount for lack of marketability it used in determining the fair value of its common stock
was [***] as of June 30, 2014 and [***] as of September 30, 2014. In determining the appropriate discount for lack of marketability, the Company referred to numerous restricted stock studies relative to marketability discounts. In addition
the Company examined various quantitative methodologies such as Protective Put and Asian put models to further support the selected discounts for lack of marketability. The lower marketability discount as of September 30, 2014 reflects the
Company’s expected shorter time to liquidity as a result of both the passage of time and an accelerated timeline established by the Company in response to the receipt of the Phase 2 data. As the Company approaches an IPO, the marketability
discount further decreases and leads to a higher Company valuation, as discussed with the managing underwriters in the IPO.

 Inotek
Pharmaceuticals Corporation respectfully requests that the information contained in this letter be treated as confidential information and that the Commission provide timely notice to David P. Southwell, Chief Executive Officer, Inotek
Pharmaceuticals Corporation, 131 Hartwell Avenue, Suite 105, Lexington, Massachusetts 02421, before it permits any disclosure of the bracketed information in this letter.

Because of the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R.
§ 200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance therewith to the Commission’s Office of Freedom and Information Privacy Act Operations. Pursuant to Rule 418
under the Securities Act of 1933, as amended (the “Securities Act”), the information contained in this letter is being provided to the Commission on a confidential supplemental basis only and is not to be filed with or deemed part
of the Registration Statement. The Company respectfully requests that the Staff return this letter to us pursuant to Rule 418 of the Securities Act, once the

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

 4

Mr. Stephenson

Confidential Treatment Requested

United States Securities and Exchange Commission

by Inotek Pharmaceuticals Corporation

November 26, 2014

ITEK-0005

 Page
 5

Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose. Kindly acknowledge receipt of this letter by stamping the enclosed copy of this letter and
returning it in the envelope provided.

 *******

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

 5

 If you should have any questions concerning the enclosed matters, please contact the undersigned
at (212) 813-8853.

Sincerely,

/s/ Edwin M. O’Connor

Edwin M. O’Connor

 Enclosures

cc:
David P. Southwell, Inotek Pharmaceuticals Corporation

Mitchell S. Bloom, Goodwin Procter LLP

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

CORRESP
1
filename1.htm

SEC Response Letter

 November 26, 2014

VIA EDGAR AND FEDERAL EXPRESS

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention: Jeffrey P. Riedler

Re:
Inotek Pharmaceuticals Corporation

Amendment No. 1. to Registration Statement on Form S-1

Filed November 21, 2014

File No. 333-199859

 Ladies and Gentlemen:

This letter is submitted on behalf of Inotek Pharmaceuticals Corporation (the “Company”) in response to
the November 25, 2014 comment letter (the “Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the
Company’s Amendment No. 1 to Registration Statement on Form S-1 which was filed with the Commission on November 21, 2014 (the “Registration Statement”).

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your
convenience, we have italicized the reproduced Staff comments from the Comment Letter.

 The responses provided herein are based upon information provided
to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending via Federal Express two (2) copies of this letter.

Capitalization, page 62

1.
Please expand your pro forma disclosures throughout the filing to explain why assuming that the Series AA redeemable convertible preferred stock will be converted into common stock is factually supportable. Your
disclosure on F-20 indicates that automatic conversion occurs only if the price per share in a firmly underwritten public offering is not less than $7.65. Refer to rule 11-02(b)(6) of Regulation S-X.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that prior to filing the next amendment to the
Registration Statement, the Company expects to receive the requisite consent to approve a new Company charter that removes the provision stating that

the automatic conversion occurs only if the price per share in a firmly underwritten public offering is not less than $7.65.

Notes to Consolidated Financial Statements

7. Equity

 2014 Stock Option and Incentive
Plan, page F-24

2.
Please refer to comment 2. It is unclear how you have sufficiently addressed the reasons for the differences between recent valuations of your common stock leading up to the IPO and the estimated offering price
considering the significant increase in the fair value from the August 28, 2014 issuance to the midpoint of your price range. Please revise your analysis to address the following items:

•

Quantify the impact of the fair value increase attributed to the top line results received in October 2014 from the Phase 2 trial in which patients received trabodenoson eye drops co-administered with latanoprost eye
drops;

•

Quantify the discount for lack of marketability and tell us how you determined that it was appropriate; and

•

Tell us how you determined that the probabilities of the three possible future scenarios for the Company were appropriate given the DRS was filed August 29, 2014 and the equity capital markets have been highly
receptive to early-stage biotechnology life sciences companies in 2014 as noted in your response.

 Response: In response to
the Staff’s comment, the Company respectfully advises the Staff that it is supplementally providing the Staff with a letter containing an updated estimated offering price range and responses to the Staff’s comment.

* * * *

 We and the Company
appreciate the Staff’s attention to the review of the matters discussed herein. Please do not hesitate to contact me at: (212) 813-8853 if you have any questions regarding this letter.

Sincerely,

/s/ Edwin M. O’Connor

Edwin M. O’Connor

Goodwin Procter LLP

cc:
David P. Southwell, President and Chief Executive Officer, Inotek Pharmaceuticals Corporation

Mitchell S. Bloom, Goodwin Procter LLP

November 25 , 2014

Via E -mail
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
131 Hartwell Avenue, Suite 105
Lexington, MA 02421

Re: Inotek Pharmaceuticals Corporation
Amendment No. 1 to Registration Statement on Form S -1
Filed November 21 , 2014
File No. 333 -199859

Dear Mr. Southwell :

We have reviewed your  amended  registration statement and have the following additional
comment s. In some of our comments, we may ask you to provide us with infor mation so we may
better understand your disclosure.

Please respond to this letter by providing the requested infor mation and amending your
registration statement.  If you do  not believe our  comment s apply  to your facts and
circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing the infor mation you provide  in response to these  comments, we may
have additio nal co mments.

Capitalization, Page 62

1. Please expand your pro forma disclosures throughout the filing to explain why assuming
that the Series AA redeemable convertible preferred stock will be converted into common
stock is factually supportable.   Your disclosure on F -20 indicates that automatic
conversion occurs only if the price per share in a firmly underwritten public offering is
not less than $7.65. Refer to rule 11 -02(b)(6) of Regulation S -X.

Notes to Consolidated Financial Statements
7. Equity
2014 Stock Option a nd Incentive Plan, page F -24

2. Please refer to comment 2.   It is unclear how you have sufficiently addressed the reasons
for the differences between recent valuations of your common stock leading up to the
IPO and the estimated offering price considering th e significant increase in the fair value

David P. Southwell
Inotek Pharmaceuticals Corporation
November 25 , 2014
Page 2

 from the August 28, 2014 issuance to the midpoint of your price range.   Please revise
your analysis to address the following items:
 Quantify the impact of the fair value increase attributed to the top line results
received in October 2014 from the Phase 2 trial in which patients received
trabodenoson eye drops co -administered with latanoprost eye drops;
 Quantify the discount for lack of marketability and tell us how you determined
that it was appropriate; and
 Tell us  how you determined that the probabilities of the three possible future
scenarios for the Company were appropriate given the DRS was filed August 29,
2014 and the equity capital markets have been highly receptive to early -stage
biotechnology life sciences companies in 2014 as noted in your response.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to  be ce rtain that the filing includ es the information the Secu rities Act of 1933 and
all applicable  Securities Act rules  require.  Since the co mpany and its manag ement are in
possession of all facts r elating to a co mpany’s disclosure, they are responsi ble for the acc uracy
and adequacy  of the disclos ures they have made.

Notwithstanding our comment s, in the event you request acceleration of the effective date
of the pending registration s tatement please pr ovide a writt en state ment 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 Com mission from  taking any action
with respect to the  filing;

 the action of the Com mission or the staff,  acting pursuant to delegated authority, in
declaring the filing effecti ve, does  not relieve the co mpany fro m its full
responsibility for the adequacy  and accuracy of the discl osure in the filing; and

 the co mpany may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initia ted by the Commission or any person under the
federal securiti es laws of the United Stat es.

Please refer to Rules 460  and 461 re garding requests for acceleration.  We will consider a
written reque st for acceleration of the effective date of the registration state ment as confir mation
of the fact that those requesting ac celeration are aware of t heir respective responsibilities und er
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public  offering of the secur ities specified in the above registration state ment.  Please all ow
adequate ti me for us to review any a mendment prior to the requested effecti ve date of the
registration state ment.

You may contact Scott Wuenschell at (202) 551 -3705 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters. Please

David P. Southwell
Inotek Pharmaceuticals Corporation
November 25 , 2014
Page 3

 contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or me at (202)
551-3715 with any other questions.

Sincerely,

/s/ Bryan J. Pitko for

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Mitchell S. Bloom, Esq.
Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 Confidential Treatment Requested

by Inotek Pharmaceuticals Corporation

ITEK-0001

 Goodwin Procter
LLP

 Counsellors at Law

 Exchange
Place

 Boston, MA 02109

 T:
617.570.1000

 F: 617.523.1231

November 21, 2014

 FOIA Confidential
Treatment Request

 The entity requesting confidential treatment is

Inotek Pharmaceuticals Corporation

 131 Hartwell Avenue, Suite
105

 Lexington, Massachusetts 02421

 Attn: David P.
Southwell, President and Chief Executive Officer

 Telephone: (781) 676-2100

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4720

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

Attention: Austin Stephenson

Re:
Inotek Pharmaceuticals Corporation

Registration Statement on Form S-1

Filed November 21, 2014

CIK No. 0001281895

 Dear Mr. Stephenson:

Rule 83 Confidential Treatment Request by Inotek Pharmaceuticals Corporation

This letter is being supplementally furnished on behalf of Inotek Pharmaceuticals Corporation (the “Company”) with
respect to the Company’s Registration Statement on Form S-

FOIA CONFIDENTIAL TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

Mr. Stephenson

Confidential Treatment Requested

United States Securities and Exchange Commission

by Inotek Pharmaceuticals Corporation

November 21, 2014

ITEK-0002

Page 2

 1 (File No. 333-199859) (the “Registration
Statement”) that was filed with the Securities and Exchange Commission (the “Commission”) on November 21, 2014. In order to provide further information for the Division of Corporate Finance staff’s (the
“Staff”) evaluation of share compensation and certain other matters, the Company supplementally advises the Staff that the managing underwriters in the Company’s initial public offering (the “IPO”) have
communicated to the Company that they expect the proposed price range for the Company’s common stock to be between $[***] and $[***] per share. The Company has provided the anticipated price range above without giving effect to a reverse split
of the Company’s capital stock that is expected to be effected prior to the IPO, and which the Company expects to reflect in the preliminary prospectus prior to the commencement of the roadshow. The Company advises the Staff that it currently
expects to effect a one-for-[***] reverse stock split. For clarity, however, the Company advises the Staff that, given the volatility of the public trading market and the uncertainty of the timing of the IPO, the Company and the underwriters have
not yet finally agreed to a price range for the IPO and the Company has not yet conclusively determined the size or ratio of the split of the common stock referred to above. Accordingly, the information in this letter that the Company is
supplementally providing to the Staff is for illustrative purposes only and may differ in the actual preliminary prospectus for the IPO. We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in
connection with the IPO, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, including the
information set forth in this letter, and the actual price range to be included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

Determining the fair value of stock options prior to the IPO

As disclosed in the Registration Statement, the Company’s board of directors has historically determined the fair value of its common
stock on dates on which it has equity compensation such as stock options or convertible preferred stock, using valuation methodology that is consistent with that described in the American Institute of Certified Public Accountants
Accounting & Valuation Guide titled Valuation of Privately-Held Company Equity Securities Issued as Compensation”.

 The
Company’s board of directors determined that the fair value of its common stock was $[***] per share as of June 30, 2014 based on several factors, including the results of a third-party valuation performed as of that date. That valuation
analysis, prepared before the Company had received results from the then on-going Phase 2 Additivity trial, used a probability-weighted expected return method to analyze the present value of the returns afforded to stockholders under each of three
possible future scenarios for the Company: (i) an IPO (the “IPO Scenario”) (30% probability), (ii) a sale of the Company (the “M&A Scenario”) (20% probability), or (iii) continued operations as a
private company or dissolution (the “Continued Operations Scenario”) (50% probability and reflecting a failed Phase 2 trial). The Company determined the enterprise

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

 2

Mr. Stephenson

Confidential Treatment Requested

United States Securities and Exchange Commission

by Inotek Pharmaceuticals Corporation

November 21, 2014

ITEK-0003

Page 3

 value under IPO scenario as $[***] million, which was
corroborated by market data, resulting in a value of $[***] per share of common stock. The enterprise values for the M&A Scenario was $[***] million, however the significant impact of the liquidation preference from the preferred stock caused
the common stock value to be $[***] per share. The enterprise values for the Continued Operations Scenario was $[***] million and caused the common stock value to be $[***] per share. Applying the above noted weightings to the scenario outcomes and
a discount for lack of marketability resulted in a common stock value of $[***] per share.

 In October 2014, the Company obtained another
third-party valuation of its common stock as of September 30, 2014 as one of the factors considered by the Company’s board of directors in its determination of the fair value of the Company’s common stock. This valuation analysis was
prepared using substantially similar analytic methods as the June 30, 2014 valuation. The Company determined that at September 30, 2014, the fair value of its common stock was $[***] (reflecting a discount for lack of marketability), with
a per share price of $[***] in an IPO scenario.

 Estimated Offering Price Range

The estimated price range for the IPO was determined with reference to several quantitative and qualitative factors, each of which contributed
to the difference between the Company’s most recent valuation of its common stock as of September 30, 2014 and the estimated price range for the IPO. The Company advises the Staff that it believes the increase in the expected estimated
valuation over the September 30, 2014 valuation is as a result of the following factors, among others:

•

In October 2014, subsequent to the last valuation date, the Company received top line results from a Phase 2 trial in which patients received trabodenoson eye drops co-administered with latanoprost eye
drops. The Company believes that the trial results validated the prospects for a trabodenoson monotherapy product and a trabodenoson plus latanoprost fixed dose combination product. Achievement of these results reduces the risk
profile of the Company and triggers a corresponding reduction in the weighted average cost of capital used in the Company’s valuation, which was based on an income approach. The reduction in the cost of capital results in an increase in the
Company’s equity value.

•

The anticipated price range for the IPO is based only upon a scenario in which the Company completes the IPO and is not probability weighted, in contrast to the Company’s prior valuations of common stock, which had
to consider multiple potential scenarios, all of which would have resulted in a lower value of the Company’s common stock than an IPO.

•

 The anticipated price range for the IPO necessarily assumes that the IPO has occurred

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

 3

Mr. Stephenson

Confidential Treatment Requested

United States Securities and Exchange Commission

by Inotek Pharmaceuticals Corporation

November 21, 2014

ITEK-0004

Page 4

and that a public market for the Company’s common stock has been created, and, therefore, excludes any discount for lack of marketability of the Company’s common stock, which was appropriately taken into account in the
Company’s determination of the fair value of its common stock in September 2014.

•

The significant benefits the Company expects to accrue as a result of becoming publicly traded through the IPO, including (i) a substantial increase in the Company’s cash position after receiving approximately
$120 million in net proceeds, from the IPO and, especially, the concurrent offering of convertible senior notes without which the Company would not have sufficient funding through submission of a New Drug Application for trabodenoson
monotherapy to the Federal Drug Administration and to initiate Phase 3 pivotal trials for the Company’s fixed dose combination product candidate, (ii) an anticipated improved ability of the Company to raise equity and debt capital going
forward, and at a lower expected cost of capital and with reduced borrowing costs, as a result of being a publicly traded company, and (iii) the expected increased attractiveness of the Company’s equity as a currency to raise capital,
compensate employees and for acquisitions and other strategic transactions;

•

The Company’s convertible preferred stock has substantial economic rights and preferences superior to its common stock, including multiple liquidation preferences on certain series of its preferred stock. The
estimated offering price range assumes the conversion of all of the Company’s convertible preferred stock to common stock upon the completion of the IPO and the corresponding elimination of such superior economic rights and preferences.

•

In addition to factors specific to the Company, the Board also considered that the equity capital markets have been highly receptive to early-stage biotechnology life sciences companies in 2014:

¡

To date, there have been 69 completed biotechnology life sciences IPO transactions in 2014, including 10 IPO transactions that have priced since September 30, 2014.

¡

The average price for biotechnology life sciences IPO transactions completed in November 2014 shows significant improvement over the prior two months as 60% were within published price ranges, whereas only 33% and 40%
were within range for September and October, respectively. The sharp increase in November signals a significant improvement in the market, which impacted the determination of value by the Company’s board of directors.

¡

The average return from offer price provided by biotechnology life sciences IPOs was 17.7%. The NASDAQ Biotech Index is up 7.5% over the same time period compared to 4.6% for the NASDAQ.

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

 4

Mr. Stephenson

Confidential Treatment Requested

United States Securities and Exchange Commission

by Inotek Pharmaceuticals Corporation

November 21, 2014

ITEK-0005

Page 5

¡

The average return from offer price provided by ophthalmology company IPOs in 2014 is 47.5%.

•

The price that investors may be willing to pay in the IPO may take into account other factors that have not been expressly considered in the Company’s prior valuations as a private company, and are not objectively
determinable and that valuation models are not able to quantify.

 Inotek Pharmaceuticals Corporation respectfully
requests that the information contained in this letter be treated as confidential information and that the Commission provide timely notice to David P. Southwell, Chief Executive Officer, Inotek Pharmaceuticals Corporation, 131 Hartwell Avenue,
Suite 105, Lexington, Massachusetts 02421, before it permits any disclosure of the bracketed information in this letter.

 Because of
the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. § 200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance
therewith to the Commission’s Office of Freedom and Information Privacy Act Operations. Pursuant to Rule 418 under the Securities Act of 1933, as amended (the “Securities Act”), the information contained in this letter is being
provided to the Commission on a confidential supplemental basis only and is not to be filed with or deemed part of the Registration Statement. The Company respectfully requests that the Staff return this letter to us pursuant to Rule 418 of the
Securities Act of 1933, once the Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose. Kindly acknowledge receipt of this letter by stamping the enclosed copy of this letter and returning it in the
envelope provided.

 *******

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

 5

 If you should have any questions concerning the enclosed matters, please contact the undersigned
at (212) 813-8853.

 Sincerely,

 /s/ Edwin M. O’Connor

 Edwin M. O’Connor

 Enclosures

cc:
David P. Southwell, Inotek Pharmaceuticals Corporation

 Mitchell S. Bloom, Goodwin
Procter LLP

 FOIA CONFIDENTIAL
TREATMENT REQUESTED BY INOTEK PHARMACEUTICALS CORPORATION

CORRESP
1
filename1.htm

Response Letter

 November 21, 2014

VIA EDGAR AND FEDERAL EXPRESS

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention: Jeffrey P. Riedler

Re:
Inotek Pharmaceuticals Corporation

Registration Statement on Form S-1

Filed November 5, 2014

File No. 333-199859

 Ladies and Gentlemen:

This letter is submitted on behalf of Inotek Pharmaceuticals Corporation (the “Company”) in response to
the November 18, 2014 comment letter (the “Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the
Company’s Registration Statement on Form S-1 which was filed with the Commission on November 5, 2014 (the “Registration Statement”).

Concurrently with this letter, the Company is also submitting to the Commission the Amendment No. 1 to Registration
Statement on Form S-1 (the “Amendment”), which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your
convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the
responses refer to the Amendment. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amendment.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter
via EDGAR, we are sending via Federal Express two (2) copies of each of this letter and the Amendment (marked to show changes from the Registration Statement).

 Capitalization, page 62

1.
Please expand your pro forma disclosures throughout the filing to explain why assuming that the concurrent offering of notes is factually supportable. Refer to rule 11-02(b)(6) of Regulation S-X.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 11, 12, 62 and 63 of the
Amendment.

 7. Equity

 2014 Stock Option
and Incentive Plan, page F-24

2.
We may have additional comments on your accounting for equity issuances including stock compensation and beneficial conversion features. Once you have an estimated offering price, please provide us an analysis
explaining the reasons for the differences between recent valuations of your common stock leading up to the IPO and the estimated offering price.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it is supplementally providing the Staff with a
letter containing an estimated offering price range and an analysis explaining the reasons for the differences between recent valuations of the Company’s common stock leading up to the IPO and the estimated offering price range.

* * * *

 We and the Company
appreciate the Staff’s attention to the review of the Amendment. Please do not hesitate to contact me at: (212) 813-8853 if you have any questions regarding this letter or the Amendment.

Sincerely,

 /s/ Edwin M. O’Connor

 Edwin M. O’Connor

Goodwin Procter LLP

cc:
David P. Southwell, President and Chief Executive Officer, Inotek Pharmaceuticals Corporation

Mitchell S. Bloom, Goodwin Procter LLP

November 18 , 2014

Via E -mail
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
131 Hartwell Avenue, Suite 105
Lexington, MA 02421

Re: Inotek Pharmaceuticals Corporation
Registration Statement on Form S -1
Filed November 5, 2014
File No. 333 -199859

Dear Mr. Southwell :

We have reviewed your registration statement and have the following additional
comment. In some of our comments, we may ask you to provide us with infor mation so we may
better understand your disclosure.

Please respond to this letter by providing the requested infor mation and amending your
registration statement.  If you do  not believe our comment applies to your facts and
circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing the infor mation you provide  in response to this com ment, we may have
additio nal co mments.

Capitalization, page 62

1. Please expand your pro forma dis closures throughout the filing to explain why assuming
that the concurrent offering of notes is factually supportable. Refer to rule 11 -02(b)(6) of
Regulation S -X.

7.  Equity
2014 Stock Option and Incentive Plan, page F -24

2. We may have additional comments on your accounting for equity issuances including
stock compensation and beneficial conversion features. Once you have an estimated
offering price, please provide us an analysis explaining the reasons for the differences
between recent valuations of your common stock leading up to the IPO and the estimated
offering price.

David P. Southwell
Inotek Pharmaceuticals Corporation
November 18 , 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to  be ce rtain that the filing includ es the information the Secu rities Act of 1933 and
all applicable  Securities Act rules  require.  Since the co mpany and its manag ement are in
possession of all facts r elating to a co mpany’s disclosure, they are responsi ble for the acc uracy
and adequacy  of the disclos ures th ey have made.

Notwithstanding our comment, in the e vent you request acceleration of the effective date
of the pending registration s tatement please pr ovide a writt en state ment 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 Com mission from  taking any action
with respect to the  filing;

 the action of the Com mission or the staff,  acting pursuant to delegated auth ority, in
declaring the filing effecti ve, does  not relieve the co mpany from  its full
responsibility for the adequacy  and accuracy of the discl osure in the filing; and

 the co mpany may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initia ted by the Commission or any person under the
federal securiti es laws of the United Stat es.

Please refer to Rules 460  and 461 re garding requests for acceleration.  We will consider a
written reque st for acceleration of the effe ctive date of the registration state ment as confir mation
of the fact that those requesting ac celeration are aware of t heir respective responsibilities und er
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public  offering of the secur ities specified in the above registration state ment.  Please all ow
adequate ti me for us to review any a mendment prior to the requested effecti ve date of the
registration state ment.

You may contact Scott Wuenschell at (202) 551 -3705 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or me at (202)
551-3715 with any other questi ons.

Sincerely,

         /s/ Daniel Greenspan for

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Mitchell S. Bloom, Esq.
Goodwin Procter LLP

CORRESP
1
filename1.htm

Response Letter

 November 4, 2014

VIA EDGAR AND FEDERAL EXPRESS

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention: Jeffrey P. Riedler

Re:
Inotek Pharmaceuticals Corporation

 Amendment No. 1 to Draft Registration
Statement on Form S-1

 Submitted September 29, 2014

CIK No. 0001281895

 Ladies and
Gentlemen:

 This letter is submitted on behalf of Inotek Pharmaceuticals Corporation (the “Company”)
in response to the October 14, 2014 comment letter (the “Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding
the Company’s Amendment No. 1 to the Draft Registration Statement on Form S-1 which was submitted to the Commission confidentially on September 29, 2014 (the “Draft Registration Statement”).

Concurrently with this letter, the Company is also submitting to the Commission the Registration Statement on Form S-1 (the
“Registration Statement”) for public filing, which includes changes to reflect responses to the Staff’s comments.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your
convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Draft Registration Statement, and page references in the
responses refer to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter
via EDGAR, we are sending via Federal Express two (2) copies of each of this letter and the Registration Statement (marked to show changes from the Draft Registration Statement).

 Use of Proceeds, page 56

1.
We note your response to our prior comment 6 and reissue the comment. Please revise your use of proceeds disclosure to discuss how far proceeds from the offering will allow you to progress towards the uses you have
identified. For example, if you do not expect your current funds along with proceeds from this offering to allow you to complete both Phase 3 trials for trabodenoson monotherapy, you should provide an estimate of what the application of these
proceeds will allow you to accomplish as to each partially funded Phase 3 trial. Likewise, you should discuss how far towards completion of the Phase 2 trials for FDC product candidate the offering proceeds and your current funds will allow you to
progress. You may, as necessary, provide additional disclosure that advises investors of the particular factors and assumptions that form the basis of your estimates including any uncertainty surrounding the estimates and the reasons that the actual
use of proceeds could vary. Please make any necessary conforming changes to your Prospectus Summary as well.

 Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 59-60 of the Registration Statement.

 Directors and Executive
Officers, page 115

2.
Please revise your disclosure to describe Mr. Ritter’s specific business experience during the past five years as required by Item 401(e)(1) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 125-126 of the Registration Statement to describe
Mr. Ritter’s specific business experience during the past five years.

 * * * *

We and the Company appreciate the Staff’s attention to the review of the Registration Statement. Please do not hesitate to contact me at:
(212) 813-8853 if you have any questions regarding this letter or the Registration Statement.

 Sincerely,

Edwin M. O’Connor

/s/ Edwin M. O’Connor

Goodwin Procter LLP

cc:
David P. Southwell, President and Chief Executive Officer, Inotek Pharmaceuticals Corporation

Mitchell S. Bloom, Goodwin Procter LLP

October  14, 2014

Via E -mail
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
131 Hartwell Avenue, Suite 105
Lexington, MA 02421

Re: Inotek  Pharmaceuticals Corporation
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted September 29, 2014
CIK No. 0001281895

Dear Mr. Southwell:

We have reviewed your amended confidential draft registration statement and have the
following additional comments. In some of our comments, we may ask you to provide us with
infor mation so we may better understand your disclosure.

Please respond to this letter by providing the requested infor mation and either
submitting an a mended confidential draft registration state ment or publicly  filing your
registration state ment on EDGAR.  If you do  not believe our comments apply to your facts
and circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing the infor mation you provide  in response to these com ments and your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.

Use of Proceeds, page 56

1. We note your response to our prior comment 6 and reissue the comment.  Please
revise your use of proceeds disclosure to discuss how far proceeds from the offering
will allow you to progress towards the uses you have identified.  For example, if you
do not expect your current funds along with proceeds from this offering to allow you
to complete both Phase 3 trials for trabodenoson monotherapy, you should provide an
estimate of what the application of these proceeds will allow you to accomplish as to
each par tially funded Phase 3 trial.  Likewise, you should discuss how far towards
completion of the Phase 2 trials for FDC product candidate the offering proceeds and
your current funds will allow you to progress.  You may, as necessary, provide
additional disclo sure that advises investors of the particular factors and assumptions

David P. Southwell
Inotek Pharmaceuticals Corporation
October 14 , 2014
Page 2

 that form the basis of your estimates including any uncertainty surrounding the
estimates and the reasons that the actual use of proceeds could vary.  Please make any
necessary conformin g changes to your Prospectus Summary as well.

Directors and Executive Officers, page 115

2. Please revise your disclosure to describe Mr. Ritter’s specific business experience
during the past five years as required by Item 401(e)(1) of Regulation S -K.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http:/ /www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/e dgarcorrespondence.htm). If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Scott Wuenschell at (202) 551 -3705 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or me at (202)
551-3715 with any other questions.

Sincerely,

         /s/ Bryan J. Pitko for

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Mitchell S. Bloom, Esq.
Goodwin Procter LLP

September  25, 2014

Via E -mail
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
131 Hartwell Avenue, Suite 105
Lexington, MA 02421

Re: Inotek  Pharmaceuticals Corporation
Confidential Draft Registration Statement on Form S -1
Submitted August 29, 2014
CIK No. 0001281895

Dear Mr. Southwell:

We have reviewed your confidential draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with infor mation so we may
better understand your disclosure.

Please respond to this letter by providing the requested infor mation and either sub mitting
an amended confidential draft re gistration state ment or publicly  filing your registration state ment
on EDGAR.  If you do  not believe our comments apply to your facts and circu mstances or do not
believe an  amendment is a ppropriate, please tell us why in your response.

After revie wing the infor mation you provide  in response to these com ments and your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.

General

1. Please sub mit all outstanding exhibits as soon as prac ticable.  We may have further
comments upon exa mination of these exhibits.

2. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus.  If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or

David P. Southwell
Inotek Pharmaceuticals Corporation
September 25 , 2014
Page 2

 distributed in reliance upon Section 2(a)(3) of the Securi ties Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Risk Factors
If product liability lawsuits are successfully brought against us…,” page 43

4. Please quantify the amount of your product liability insurance in this risk factor.

Industry and Market Data, page 54

5. We note your statement that your internal research has not been verified by any
independent sources.  It is not appropriate to dir ectly or indirectly disclaim liability for
information in your registration statement.  Accordingly, please revise your disclosure to
remove any statement indicating that you have no independently verified information
presented in the prospectus.

Use of P roceeds, page 55

6. Please clarify in the first and second bullet whether you expect the application of funds
from the offering to enable you to complete the trials in question, including the two
separate planned Phase 3 trials for trabodenoson monotherapy a nd the Phase 2 trial for
your FDC product.  Otherwise, please disclose what the application of these proceeds
will allow you to accomplish as to each partially funded trial.

Management’s Discussion and Analysis of Financial Condition and Results of Oper ations
Financial Overview
Research and Development Expenses, page 64

7. Please revise your disclosure for the research and development expenses by type of
activity to break out expenses for trabodenoson by trabodenoson monotherapy and
trabodenoson with latan oprost.   In addition, please provide inception to date research and
development expenses for each key project.

Contractual Obligations and Commitments, page 71

8. Please revise your disclosure to include the interest related to the notes payable in the
contractual obligations and commitments table.

Business
Product Pipeline, page 87

9. The gra ph on this page indicates that trabodenoson plus l atanoprost is currently in Phase
2, however, your disclosure elsewhere suggests you did not conduct Phase 1 for thi s

David P. Southwell
Inotek Pharmaceuticals Corporation
September 25 , 2014
Page 3

 specific treatment.  Please tell us why Phase 1 trials were not conducted.  If you were
able to rely on safety and tolerability data from your completed Phase 1 trial of
trabodenoson as a monotherapy in order to advance trabodenoson plus latanoprost
directly into Phase 2 without the need for separate Phase 1 trials, please add clarifying
disclosure to this effect.

Trabodenoson, page 95

10. We note your disclosure at page 97 with respect to the FDA requirements for long -term
dosing data and a long -term saf ety studies for both trabodenoson monotherapy and the
FDC of trabodenoson and latanoprost.  In your response, please explain to us in greater
detail why you expect the FDA will require long -term safety trials for both of your
primary product candidates.

Fixed -Dose Combination of Trabodenoson and Latanoprost, page 96

11. We not e you have an IND on file for trabodenoson on which you plan to rely for Phase 2
trials for trabodenoson in conjunction with latanoprost.  In your response, please tell us
the date the  IND was filed and for what indication.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11,  2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http:// www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm). If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each o f your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Scott Wuenschell at (202) 551 -3705 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the fin ancial statements and related matters. Please
contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or me at (202)
551-3715 with any other questions.

Sincerely,

/s/ Bryan J. Pitko  for

Jeffrey P. R iedler
Assista nt Direct or

David P. Southwell
Inotek Pharmaceuticals Corporation
September 25 , 2014
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cc: Via E -mail
Mitchell S. Bloom, Esq.
Goodwin Procter LLP