SecProbe.io

CORRESP
 1
 filename1.htm

 May 5, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Tamika Sheppard

 Re: Theriva Biologics, Inc.

 Registration Statement
on Form S-1

 File No. 333-283722

 Ladies and Gentlemen:

 In accordance with
Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Act"), A.G.P./ALLIANCE
GLOBAL PARTNERS, as Sole Placement Agent, hereby joins Theriva Biologics, Inc. (the "Company") in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (the "Registration Statement"),
to become effective as of 9:00 a.m., Eastern Time, on May 7, 2025, or as soon thereafter as is practicable, or at such other time as the
Company or its outside counsel, Blank Rome LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460
of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated March 21,
2025, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable
to secure adequate distribution of the Preliminary Prospectus.

 The Placement Agent
is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, including the delivery requirement contained in such Rule.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 May 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tamika Sheppard

 Re: Theriva Biologics, Inc.
Registration Statement on Form S-1
Filed December 10, 2024, as amended
File No: 333-283722

 Dear Ms. Sheppard:

 Theriva Biologics, Inc. (the
 " Registrant ") hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (File
No. 333-283722), as amended, be accelerated by the U.S. Securities and Exchange Commission (the " Commission ") to become
effective on Wednesday, May 7, 2025 , at 9:00 a.m ., Eastern Time, or as soon as reasonably practicable thereafter.

 The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

 The Registrant hereby authorizes
Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (516) 457-4238
with any questions you may have concerning this request, and please notify her when this request for acceleration has been granted.

 Very truly yours,

 THERIVA BIOLOGICS, INC.

 By:
 /s/ Steven A. Shallcross

 Name:
 Steven A. Shallcross

 Title:
 Chief Executive Officer and

 Chief Financial Officer

 cc: Leslie Marlow, Blank Rome LLP

CORRESP
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January 23, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tamika Sheppard

    Re:
    Theriva Biologics, Inc.

Registration Statement
on Form S-1

File No. 333-283722

Ladies and Gentlemen:

Reference is made
to our letter, filed as correspondence via EDGAR on January 21, 2025, in which we, as Sole Placement Agent for the proposed offering by
Theriva Biologics, Inc. (the “Company”), joined the Company’s request for acceleration of the effective date
of the above-referenced registration statement (the “Registration Statement”) for January 23, 2025 5:00 p.m., Eastern
Time. The Company is no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally
withdraw our request for acceleration of the effective date of the Registration Statement.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
1
filename1.htm

January 23, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tamika Sheppard

    Re:
    Theriva Biologics, Inc.

Registration Statement on Form S-1

Filed December 10, 2024, as amended

File No: 333-283722

Dear Ms. Sheppard:

Reference is made to our letter, filed as correspondence via EDGAR
on January 21, 2025, in which Theriva Biologics, Inc. (the “Company”) requested the acceleration of the effective date
of the above-referenced Registration Statement for Thursday, January 23, 2025, at 5:00 p.m. Eastern Time.

The Company no longer requesting that such Registration Statement be
declared effective at this time, and the Company hereby formally withdraw its request for acceleration of the above referenced effective
date.

    Very truly yours,

    THERIVA BIOLOGICS, INC.

    By:
    /s/ Steven A. Shallcross

    Name:
    Steven A. Shallcross

    Title:
    Chief Executive Officer and Chief Financial Officer

cc: Leslie Marlow, Blank Rome LLP

CORRESP
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filename1.htm

January 21,
2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tamika Sheppard

Re: Theriva Biologics, Inc.

Registration Statement on Form S-1

Filed December 10, 2024, as amended

File No: 333-283722

Dear Ms. Sheppard:

Theriva Biologics, Inc. (the “Registrant”) hereby
requests that the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-283722), as amended, be accelerated
by the U.S. Securities and Exchange Commission (the “Commission”) to become effective on Thursday, January 23, 2025,
at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands that the Staff of the Commission will consider
this request as confirmation by the Registrant that it is aware of its responsibilities under the federal securities laws as they relate
to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes Leslie Marlow of Blank Rome LLP to
orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (516) 457-4238 with any questions you may have concerning
this request, and please notify her when this request for acceleration has been granted.

  Very truly yours,

  THERIVA BIOLOGICS, INC.

  By:
  /s/ Steven A. Shallcross

  Name:
  Steven A. Shallcross

  Title:
  Chief Executive Officer and Chief Financial Officer

cc: Leslie Marlow, Blank Rome LLP

CORRESP
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January 21, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tamika Sheppard

  Re:
  Theriva Biologics, Inc.

  Registration Statement on Form S-1

  File No. 333-283722

Ladies and Gentlemen:

In accordance with
Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE
GLOBAL PARTNERS, as Sole Placement Agent, hereby joins Theriva Biologics, Inc. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (the “Registration Statement”),
to become effective as of 5:00 p.m., Eastern Time, on January 23, 2025, or as soon thereafter as is practicable, or at such other time
as the Company or its outside counsel, Blank Rome LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated January 21,
2025, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable
to secure adequate distribution of the Preliminary Prospectus.

The Placement Agent
is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, including the delivery requirement contained in such Rule.

  Very truly yours,

  A.G.P./ALLIANCE GLOBAL PARTNERS

  By:
  /s/ Thomas J. Higgins

  Name:
  Thomas J. Higgins

  Title:
  Managing Director

December 16, 2024
Steven Shallcross
Chief Executive Officer
Theriva Biologics, Inc.
9605 Medical Center, Suite 270
Rockville, MD 20850
Re:Theriva Biologics, Inc.
Registration Statement on Form S-1
Filed December 10, 2024
File No. 333-283722
Dear Steven Shallcross:
            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 Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Leslie Marlow

CORRESP
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  September 23, 2024

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tamika Sheppard

    Re:
    Theriva Biologics, Inc.

    Registration Statement on Form S-3

    Filed May 2, 2024

    File No: 333-279077

Dear Ms. Sheppard:

Theriva Biologics, Inc. (the
 “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 (File
No. 333-279077), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to become effective
on Wednesday, September 25, 2024, at 9:00 a.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (516) 457-4238
with any questions you may have concerning this request, and please notify her when this request for acceleration has been granted.

    Very truly yours,

    THERIVA BIOLOGICS, INC.

    By:
    /s/ Steven A. Shallcross

    Name:
    Steven A. Shallcross

    Title:
    Chief Executive Officer and Chief Financial Officer

cc:   Leslie Marlow, Blank Rome LLP

CORRESP
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September 20, 2024

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Dickerson

    Re:
    Theriva Biologics, Inc.

    Registration Statement on Form S-1

    Filed September 10, 2024

    File No: 333-282024

Dear Ms. Dickerson:

Theriva Biologics, Inc. (the
 “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (File
No. 333-282024), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to become effective
on Monday, September 23, 2024, at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (516) 457-4238
with any questions you may have concerning this request, and please notify her when this request for acceleration has been granted.

    Very truly yours,

    THERIVA BIOLOGICS, INC.

    By:
    /s/ Steven A. Shallcross

    Name:
    Steven A. Shallcross

    Title:
    Chief Executive Officer and Chief Financial Officer

cc:   Leslie Marlow, Blank Rome LLP

September 16, 2024
Steven Shallcross
Chief Executive Officer
Theriva Biologics, Inc.
9605 Medical Center, Suite 270
Rockville, MD 20850
Re:Theriva Biologics, Inc.
Registration Statement on Form S-1
Filed September 10, 2024
File No. 333-282024
Dear Steven Shallcross:
            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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Leslie Marlow, Esq.

United States securities and exchange commission logo
May 8, 2024
Steven Shallcross
Chief Executive Officer and Chief Financial Officer
Theriva Biologics, Inc.
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850
Re:Theriva Biologics, Inc.
Registration Statement on Form S-3
Filed May 2, 2024
File No. 333-279077
Dear Steven Shallcross:
            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 Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Leslie Marlow, Esq.

CORRESP
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September 12, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Synthetic Biologics, Inc.

    Registration Statement on Form S-3

    File No: 333-267294

    Request For Acceleration

Ladies and Gentlemen:

Synthetic
Biologics, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No.
333-267294), to become effective on Wednesday, September 14, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as is
practicable.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The Registrant hereby authorizes
its counsel, Leslie Marlow, Esq. or Patrick J. Egan, Esq. of Blank Rome LLP, to orally modify or withdraw this request for acceleration.
Please contact Ms. Marlow at (212) 885-5358 or Mr. Egan at (212) 885-5346 with any questions you may have concerning this request, and
please notify either Ms. Marlow or Mr. Egan when this request for acceleration has been granted.

    Very truly yours,

    SYNTHETIC BIOLOGICS, INC.

    By:
    /s/ Steven A. Shallcross

    Name: Steven A. Shallcross

    Title: Chief Executive Officer and Chief Financial Officer

    cc:

    Leslie Marlow, Esq., Blank Rome LLP

    Patrick J. Egan, Esq., Blank Rome LLP

United States securities and exchange commission logo
September 9, 2022
Steven A. Shallcross
Chief Executive Officer
Synthetic Biologics, Inc.
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850
Re:Synthetic Biologics, Inc.
Registration Statement on Form S-3
Filed September 6, 2022
File No. 333-267294
Dear Mr. Shallcross:
            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 Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Leslie Marlow, Esq.

CORRESP
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  October 29, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Synthetic
    Biologics, Inc.

    Registration Statement on Form S-3

    File No: 333-260449

    Request For Acceleration

Ladies and Gentlemen:

Synthetic
Biologics, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No.
333-260449), to become effective on Tuesday, November 2, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes
its counsel, Leslie Marlow, Esq. or Patrick J. Egan, Esq. of Gracin & Marlow, LLP, to orally modify or withdraw this request for acceleration.
Please contact Ms. Marlow at (516) 496-2223 or (212) 907-6457 or Mr. Egan at (914) 557-5574 or (212) 907-6457 with any questions you may
have concerning this request, and please notify her or him when this request for acceleration has been granted.

    Very truly yours,

    Synthetic Biologics, Inc.

    By:
    /s/ Steven A. Shallcross

    Name: Steven A. Shallcross

    Title: Chief Executive Officer and Chief Financial Officer

     cc:

    Leslie Marlow, Esq., Gracin & Marlow, LLP

    Patrick J. Egan, Esq., Gracin & Marlow, LLP

United States securities and exchange commission logo
October 29, 2021
Steven A. Shallcross
Chief Executive Officer and Chief Financial Officer
Synthetic Biologics, Inc.
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850
Re:Synthetic Biologics, Inc.
Registration Statement on Form S-3
Filed October 22, 2021
File No. 333-260449
Dear Mr. Shallcross:
            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 Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Leslie Marlow, Esq.

CORRESP
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 Synthetic Biologics, Inc.

9605 Medical Center Drive, Suite 270

Rockville, Maryland 20850

May 7, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dillon Hagius

Re: Synthetic Biologics, Inc.

Registration Statement on Form
S-3

File No. 333-255726

Ladies & Gentlemen:

Synthetic Biologics, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3
(File No. 333-255726), be accelerated by the U.S. Securities and Exchange Commission to Tuesday, May 11, 2021 at 5:00 pm,
New York City Time, or as soon as reasonably practicable thereafter.

The Company hereby authorizes
Leslie Marlow and/or Patrick Egan of Gracin & Marlow, LLP to orally modify or withdraw this request for acceleration. Please contact
Ms. Marlow at (516) 496-2223 or (212) 907-6457, or Mr. Egan at (914) 557-5574 with any questions you may have concerning this request,
and please notify either of them when this request for acceleration has been granted.

  Very truly yours,

  Synthetic Biologics, Inc.

  By:
  /s/ Steven A. Shallcross

  Name:
   Steven A. Shallcross

  Title:
   Chief Executive Officer and Chief Financial Officer

 cc: Leslie Marlow, Esq., Gracin & Marlow, LLP

    Patrick Egan, Esq., Gracin & Marlow, LLP

United States securities and exchange commission logo
May 7, 2021
Steven Shallcross
Chief Executive Officer and Chief Financial Officer
Synthetic Biologics, Inc.
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850
Re:Synthetic Biologics, Inc.
Registration Statement on Form S-3
Filed May 3, 2021
File No. 333-255726
Dear Mr. Shallcross:
            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 Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Leslie Marlow

CORRESP
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 Synthetic Biologics, Inc.

9605 Medical Center Drive, Suite 270

Rockville, Maryland 20850

October 4, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christine Westbrook

Re: 	Synthetic Biologics,
Inc.

Registration Statement
on Form S-1

File No. 333-227400

Dear Ms. Westbrook:

Synthetic Biologics,
Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on
Form S-1, as amended (File No. 333-227400), be accelerated by the U.S. Securities and Exchange Commission to Tuesday,
October 9, 2018 at 5:00 pm, New York City Time, or as soon as reasonably practicable thereafter.

The Company hereby
authorizes Leslie Marlow and/or Patrick Egan of Gracin & Marlow, LLP to orally modify or withdraw this request for acceleration.
Please contact Ms. Marlow at (516) 496-2223 or (212) 907-6457, or Mr. Egan at (914) 557-5574 with any questions you may have
concerning this request, and please notify either of them when this request for acceleration has been granted.

    Very truly yours,

    Synthetic Biologics, Inc.

    By:
    /s/ Steven A. Shallcross

    Name:
    Steven A. Shallcross

    Title:

    Interim Chief Executive Officer and Chief Financial Officer

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A.G.P./Alliance Global Partners

590 Madison Avenue

New York, New York 10022

 October 4, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

RE:
Synthetic Biologics, Inc. (the “Company”)

File No. 333-227400

Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, A.G.P./Alliance Global
Partners, as representative of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced
Registration Statement be accelerated so that it will become effective at 5:00 p.m. Eastern Time on October 9, 2018, or as soon
thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate
in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

Very truly yours,

A.G.P./Alliance Global Partners

By: Thomas Higgins

/s/ Thomas Higgins

Name: Thomas Higgins

Title: Managing Director

September 25, 2018
Steven A. Shallcross
Interim Chief Executive Officer and Chief Financial Officer
Synthetic Biologics, Inc.
9605 Medical Center Drive, Suite 270
Rockville, MD 20850
Re:Synthetic Biologics, Inc.
Registration Statement on Form S-1
Filed September 18, 2018
File No. 333-227400
Dear Mr. Shallcross:
            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 Healthcare & Insurance
cc:       Leslie Marlow, Esq.

CORRESP
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9605 Medical Center Drive, Suite 270

Rockville, Maryland 20850

    August 20, 2018

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, NE

Washington, D.C. 20549

 Attention: Ms. Irene Paik

Ms.
Christine Westbrook

 Re: Synthetic Biologics, Inc.

Registration
Statement on Form S-3

Filed
August 1, 2018

File
No. 333-226500

Dear Mss. Paik and Westbrook:

Synthetic Biologics,
Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement
on Form S-3 so that it may become effective at 5:00 p.m. (New York City Time) on Wednesday, August 22, 2018,
or as soon thereafter as reasonably practicable.

The Company hereby
authorizes its legal counsel, Leslie Marlow and/or Patrick Egan of Gracin & Marlow, LLP, to orally modify or withdraw this
request for acceleration. Please contact Ms. Marlow at (516) 496-2223 or (212) 907-6457, or Mr. Egan at (914) 557-5574 with
any questions you may have concerning this request, and please notify either of them when this request for acceleration has been
granted.

    Very truly yours,

    SYNTHETIC BIOLOGICS, INC.

    By:
    /s/ Steven A. Shallcross

    Name:
Title:
    Steven A. Shallcross
Interim Chief Executive
Officer and Chief Financial Officer

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The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York 10174

Telephone (212) 907-6457

www.gracinmarlow.com

August 16, 2018

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, NE

Washington, D.C. 20549

 Attention: Ms. Irene Paik

Ms.
Christine Westbrook

 Re: Synthetic Biologics, Inc.

Registration
Statement on Form S-3

Filed
August 1, 2018

File
No. 333-226500

Dear Mss. Paik and Westbrook:

Thank you for your
letter dated August 15, 2018 (the “Comment Letter”) regarding the Synthetic Biologics, Inc. (the “Company”)
Registration Statement on Form S-3 (File No. 333-226500) filed with the Securities and Exchange Commission (the “Commission”)
on August 1, 2018 (the “Registration Statement on Form S-3”). In order to assist the Staff in its review, we
hereby submit this letter responding to the comment in the Comment Letter.  For your convenience, we have set forth below
the Staff’s comment in its entirety in bold and italicized text followed by our response thereto.

Registration Statement on Form S-3 filed August 1,
2018

General

 1. Please tell us how you are eligible to conduct
your offering on Form S-3. We note that the aggregate market value of your voting and non-voting common equity held by nonaffiliates
appears to be less than $75 million during the 60 days prior to filing the registration statement, so that you would not meet
the requirement of General Instruction I.B.1 to use Form S-3. If you are relying on General Instruction I.B.4 to use Form S-3,
please tell us how you have met the informational requirements to warrant holders required by General Instruction I.B.4(b) and
(c). If you are relying on General Instruction I.B.6 to use Form S-3, please include the information on your prospectus cover
page that is required by Instruction 7 to General Instruction I.B.6 of Form S-3.

United States Securities

and Exchange Commission

August 16, 2018

Page 2

Response:

The Company acknowledges that
it is not eligible to conduct this offering on a Form S-3 registration statement under General Instruction I.B.1 of Form S-3 as
the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company, computed by use of
the price at which the Company’s common stock was last sold on the NYSE American, LLC as of a date within 60 days prior to
the filing of the Registration Statement on Form S-3, did not equal or exceed $75 million. In addition, the Company is not relying
on General Instruction I.B.6 to use the Registration Statement on Form S-3. However, the Company is eligible to conduct this offering
on a Form S-3 registration statement since, as discussed in greater detail below, it has complied with General Instruction I.B.4
of Form S-3.

General Instruction I.B.4 permits
registrants meeting the registrant requirements specified in General Instruction I.A to register on Form S-3 securities to be offered
upon the exercise of outstanding warrants issued by the issuer of the securities to be offered, provided that (i) the issuer
has sent, within the twelve calendar months immediately before the registration statement is filed, material containing the
information required by Rule 14a-3(b) (the “Annual Report Information”) under the Securities Exchange Act of
1934, as amended, to all record holders of the warrants, and (ii) the issuer has provided, within the twelve calendar
months immediately before the Form S-3 registration statement is filed, the applicable information required by Items 401, 402,
403 and 407(c)(3), (d)(4), (d)(5) and (e)(4) of Regulation S-K (collectively, the “Regulation S-K Information”)
to all holders of the warrants.

The Company confirms that, during
2018 and prior to the filing of the Registration Statement on Form S-3, it distributed to all record holders and holders of the
outstanding warrants a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017
(the “Form 10-K”) via e-mails sent directly by the Company and by engaging Broadridge Financial Solutions to
conduct a mailing of hard copies. The Form 10-K contained all of the Annual Report Information and the Regulation S-K Information
that is required of the Company under General Instruction I.B.4 of Form S-3.

Based upon the foregoing, we
respectfully submit that the Company is eligible to conduct this offering on a Form S-3 registration statement.

* * *

United States Securities

and Exchange Commission

August 16, 2018

Page 3

If you have any questions
or need additional information regarding the Form S-3 or our response to the Comment Letter, please do not hesitate to contact
the undersigned at (516) 496-2223 or (212) 907-6457, or Patrick J. Egan at (914) 557-5574.

Sincerely,

/s/ Leslie Marlow

Leslie Marlow

Enclosure

 cc: Steven A. Shallcross

Interim
Chief Executive Officer and Chief Financial Officer,

Synthetic
Biologics, Inc.

August 15, 2018
Steven A. Shallcross
Interim Chief Executive Officer and Chief Financial Officer
Synthetic Biologics, Inc.
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850
Re:Synthetic Biologics, Inc.
Registration Statement on Form S-3
Filed August 1, 2018
File No. 333-226500
Dear Mr. Shallcross:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3 filed August 1, 2018
General
1.Please tell us how you are eligible to conduct your offering on Form S-3. We note that the
aggregate market value of your voting and non-voting common equity held by non-
affiliates appears to be less than $75 million during the 60 days prior to filing the
registration statement, so that you would not meet the requirement of General Instruction
I.B.1 to use Form S-3. If you are relying on General Instruction I.B.4 to use Form S-3,
please tell us how you have met the informational requirements to warrant holders
required by General Instruction I.B.4(b) and (c). If you are relying on General Instruction
I.B.6 to use Form S-3, please include the information on your prospectus cover page that
is required by Instruction 7 to General Instruction I.B.6 of Form S-3.

 FirstName LastNameSteven A.  Shallcross
 Comapany NameSynthetic Biologics, Inc.
 August 15, 2018 Page 2
 FirstName LastName
Steven A.  Shallcross
Synthetic Biologics, Inc.
August 15, 2018
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Paik at 202-551-6553 or Christine Westbrook at 202-551-5019 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Patrick J. Egan - Gracin & Marlow LLP

May 14, 2018
Steven Shallcross
Interim Chief Executive Officer and Chief Financial Officer
Synthetic Biologics, Inc.
9605 Medical Center Drive, Suite 270
Rockville, MD 20850
Re:Synthetic Biologics, Inc.
Registration Statement on Form S-3
Filed May 7, 2018
File No. 333-224728
Dear Mr. Shallcross:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Leslie Marlow

CORRESP
1
filename1.htm

    

Synthetic Biologics, Inc.

9605 Medical Center Drive, Suite 270

Rockville, Maryland 20850

    May 14, 2018

VIA EDGAR

United States Securities

    and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Dorrie Yale

    Re:
    Synthetic Biologics, Inc.

Registration Statement on Form S-3

File No: 333-224728

Ladies and Gentlemen:

Synthetic Biologics,
Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-22478), to become effective
on Tuesday, May 15, 2018, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes its counsel, Leslie Marlow, Esq. of Gracin & Marlow, LLP, to orally modify or withdraw this
request for acceleration. Please contact Ms. Marlow at (516) 496-2223 or (212) 907-6457 with any questions you may have concerning
this request, and please notify her when this request for acceleration has been granted.

    Very truly yours,

    Synthetic Biologics, Inc.

    By: /s/ Steven A. Shallcross

    Name:
    Steven A. Shallcross

    Title:

        Interim Chief Executive Officer and

        Chief Financial Officer

 cc: Leslie
Marlow, Esq., Gracin & Marlow, LLP

September 20, 2017
Steven A. Shallcross
Chief Financial Officer
Synthetic Biologics, Inc.
9605 Medical Center Drive, Ste. 270
Rockville, MD 20850
Synthetic Biologics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed March 2, 2017
File No. 001-12584Re:
Dear Mr. Shallcross:
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: Leslie Marlow, Esq. - Gracin & Marlow, LLP

CORRESP
1
filename1.htm

August 24, 2017

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Division of Corporation Finance

 Re: Synthetic Biologics, Inc.

Form 10-K filed on March 2,
2017

File No. 001-12584

Dear Ms. Paik:

Thank you for your August
18, 2017 letter regarding Synthetic Biologics, Inc. (“Synthetic”). Enclosed are responses to the comments in your letter.
For your convenience, we have set forth below the staff’s numbered comments in their entirety followed by our responses thereto.

Form 10-K for the Fiscal Year Ended December
31, 2016

Item 1. Business

Intellectual Property, page 11

1.        Please
expand your disclosure in future filings regarding your intellectual property portfolio to (i) clarify which patents are owned
and which ones are licensed, (ii) identify the product candidate to which your patents and patent applications apply, and (iii)
disclose the foreign jurisdictions where you have issued patents or pending patent applications, and the corresponding expiration
dates (or expected expiration dates).

Response: In our
Annual Report on 10-K for the year ended December 31, 2017, we will: (i) clarify which patents are owned and which ones are licensed;
(ii) identify the product candidate to which the patents and patent applications apply; and (iii) disclose by region (e.g. Europe)
the number of countries in each region for which we have foreign issued patents or pending patent applications, and a range of
the corresponding expiration dates (or expected expiration dates) with regard to our intellectual property portfolio.

    United States Securities and

   Exchange Commission

August 22, 2017

Page 2

Our Collaborations, page 11

2.        In
future filings, please expand the description of your various collaboration agreements

to disclose:

• the royalty
rates (or a range of royalty rates within a 10% range) that are payable under these agreements, to the extent not already provided;

• the aggregate
future potential milestone payments that are payable under the CSMC License Agreement and the Prev Agreement;

• the term
of your collaboration and license agreements (and with respect to the Texas License Agreement, please clarify when the patent rights
expire so that investors understand the term of the agreement); and

• the termination
provisions under the PKU ECC and Prev Agreement.

Response: In our
Annual Report on Form 10-K for the year ended December 31, 2017, we will provide the requested information regarding our various
collaboration agreements.

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

Liquidity and Capital Resources, page 42

3.        We
note your disclosure on page 43 that based on your current plans, your cash and cash equivalents will not be sufficient to enable
you to meet your near term expected plans. In future filings, please expand your disclosure to describe how your cash position
will affect your operations. To this end, we refer to your statements in recent earnings calls that you intend to initiate your
Phase 2b/3 pivotal study for SYN-010 only once you have the clinical financial infrastructure necessary for its completion and
to that end you are evaluating the option of a partnership with another pharmaceutical company.

Response: In our
future filings, including our Annual Report on Form 10-K for the year ended December 31, 2017, we will further disclose how our
cash position affects our operations. We respectfully also submit that in our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017 we had sought to provide disclosure addressing this issue in under the subtitles “Phase 3 Planning” and
“Current and Future Financing Needs” in Management's Discussion and Analysis of Financial Condition and Results of
Operations. Please see below:

Phase 3 Planning

On July 20, 2016, we participated
in an End of Phase 2 meeting with the FDA. Following a review of data from the two Phase 2 clinical trials of SYN-010 conducted
by us, a collaborative and positive discussion ensued with the FDA to determine the optimal pathway to advance SYN-010 into Phase
3 development. On January 18, 2017, and in accordance with guidance from the FDA, we confirmed our plan to conduct a Phase 2b/3
adaptive design study for our first pivotal trial intended to further evaluate the efficacy and safety of SYN-010, which we plan
to initiate subject to our successful pursuit of opportunities that will allow us to establish the clinical infrastructure and
financial resources necessary to successfully initiate and complete this plan.

    United States Securities and

   Exchange Commission

August 22, 2017

Page 3

Current and Future Financing Needs

Based on our current plans, our cash
and cash equivalents will not be sufficient to enable us to meet our near term expected plans.  Our notes to the condensed
consolidated financial statements contain an explanatory paragraph referring to our recurring and continuing losses from operations
and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available.  In
order to continue the development of our current product candidates as currently planned, including commencing our planned Phase
2b/3 and Phase 3 clinical trials, and to continue to fund operations at the current cash expenditure levels, we are required to
obtain additional funding, although we do not currently have commitments from any third parties to provide us with capital. Potential
sources of financing that we are pursuing include strategic relationships, public or private sales of our equity (including through
the FBR Sales Agreement that we entered into with FBR Capital Markets & Co. in August 2016) or debt and other sources. We cannot
assure that we will meet the requirements for use of the FBR Sales Agreement or that additional funding will be available on favorable
terms, or at all. If we fail to obtain additional funding in the next few months we will be forced to delay the initiation of our
planned clinical trials until such time as we obtain adequate financing and if we fail to obtain additional funding otherwise in
the future when needed, we may not be able to execute our business plan as planned and we may be forced to cease certain development
activities until funding is received and our business will suffer, which would have a material adverse effect on our financial
position, results of operations and cash flows.

We acknowledge that the
adequacy and accuracy of the disclosure in our filings is our responsibility. We acknowledge that the staff comments or changes
to disclosure do not foreclose the Commission from taking any action with respect to the filings. We acknowledge that the company
may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities
laws of the United States.

    United States Securities and

   Exchange Commission

August 22, 2017

Page 4

If you have any questions
or need additional information, please contact the undersigned at (301) 417-4359.

Sincerely,

Steven Shallcross

August 18, 2017
Steven A. Shallcross
Chief Financial Officer
Synthetic Biologics, Inc.
9605 Medical Center Drive, Ste. 270
Rockville, MD 20850
Synthetic Biologics, Inc.
Form 10-K
Filed March 2, 2017
File No. 001-12584Re:
Dear Mr. Shallcross:
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.
Form 10-K for the Fiscal Year Ended December 31, 2016
Item 1. Business
Intellectual Property, page 11
1. Please expand your disclosure in future filings regarding your intellectual property
portfolio to (i) clarify which patents are owned and which ones are licensed, (ii) identify
the product candidate to which your patents and patent applications apply, and (iii)
disclose the foreign jurisdictions where you have issued patents or pending patent
applications, and the corresponding expiration dates (or expected expiration dates).
Our Collaborations, page 11
2. In future filings, please expand the description of your various collaboration agreements
to disclose:

Steven A. Shallcross
Synthetic Biologics, Inc.
August 18, 2017
Page 2
    •  the royalty rates (or a range of royalty rates within a 10% range) that are payable
under these agreements, to the extent not already provided;
    •  the aggregate future potential milestone payments that are payable under the CSMC
License Agreement and the Prev Agreement;
    •  the term of your collaboration and license agreements (and with respect to the Texas
License Agreement, please clarify when the patent rights expire so that investors
understand the term of the agreement); and
    •  the termination provisions under the PKU ECC and Prev Agreement.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 42
3. We note your disclosure on page 43 that based on your current plans, your cash and cash
equivalents will not be sufficient to enable you to meet your near term expected plans. In
future filings, please expand your disclosure to describe how your cash position will
affect your operations. To this end, we refer to your statements in recent earnings calls
that you intend to initiate your Phase 2b/3 pivotal study for SYN-010 only once you have
the clinical financial infrastructure necessary for its completion and to that end you are
evaluating the option of a partnership with another pharmaceutical company.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Dorrie Yale at 202-551-8776 or Irene Paik at 202-551-6553 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Leslie Marlow, Esq. - Gracin & Marlow, LLP

CORRESP
1
filename1.htm

October 14, 2015

VIA EDGAR

United States Securities

and
Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director

 Re: Synthetic Biologics, Inc.

Registration Statement
on Form S-3

Filed October 7, 2015

File No. 333-207327

Dear Ms. Hayes:

Synthetic Biologics,
Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement
so that it may become effective by 5:00 p.m. Eastern Daylight Time on October 15, 2015 or as soon thereafter as reasonably practicable.

In making this request,
the Company acknowledges that: (i) should the Securities and Exchange Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it will not foreclose the Commission from taking any action with respect to the filing; (ii) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) 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.

    SYNTHETIC BIOLOGICS, INC.

    By:
    /s/ Steven A. Shallcross

    Steven A. Shallcross, Chief Financial Officer

October 13, 2015

Via E -mail
Jeffrey Riley
Chief Executive Officer and President
Synthetic Biologics, Inc.
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850

Re: Synthetic Biologics, Inc.
  Registration Statement on Form S-3
Filed  October 7, 2015
  File No.   333-207327

Dear Mr. Riley :

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.

Jeffrey Riley
Synthetic Biologics, Inc.
October 13, 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 Scot Foley  at (202) 551 -3383 or me at (202) 551 -3675  with any questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Leslie Marlow, Esq.
 Gracin & Marlow, LLP
 The Chrysler Building
405 Lexington Avenue, 26th Floor
New York, New York 10174

CORRESP
1
filename1.htm

August 14, 2015

VIA EDGAR

United States Securities

and
Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attention: Jeffrey P. Riedler

Assistant
Director

 Re: Synthetic Biologics, Inc.

Registration Statement
on Form S-3

Filed August 10, 2015

File No. 333-206266

To whom it may concern:

Synthetic Biologics,
Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement
so that it may become effective by 5:00 p.m. Eastern Daylight Time on

August 18, 2015 or as soon thereafter as reasonably practicable.

In making this request,
the Company acknowledges that: (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it will not foreclose the Commission from taking any action with
respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and (iii) 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.

    SYNTHETIC BIOLOGICS, INC.

    By:
    /s/ Steven A. Shallcross

    Steven A. Shallcross, Chief Financial Officer

CORRESP
1
filename1.htm

August 14, 2015

VIA EDGAR

United States Securities

and
Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attention: Jeffrey P. Riedler

Assistant
Director

 Re: Synthetic Biologics, Inc.

Registration Statement
on Form S-3

Filed August 10, 2015

File No. 333-206267

To whom it may concern:

Synthetic Biologics,
Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement
so that it may become effective by 5:00 p.m. Eastern Daylight Time on

August 18, 2015 or as soon thereafter as reasonably practicable.

In making this request,
the Company acknowledges that: (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it will not foreclose the Commission from taking any action with
respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and (iii) 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.

    SYNTHETIC BIOLOGICS, INC.

    By:
    /s/ Steven A. Shallcross

    Steven A. Shallcross, Chief Financial Officer

Mail Stop 4720

August 14 , 2015

Via E -mail
Jeffrey Riley
Chief Executive Officer and President
Synthetic Biologics, Inc.
9605 Medical Center Drive, Suite 270
Rockville, Maryland 20850

Re: Synthetic Biologics, Inc.
  Registration Statement on Form S-3
Filed  August 10 , 2015
  File No.  333-206266

Dear Mr. Riley :

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 t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Jeffrey Riley
Synthetic Biologics, Inc.
August 14 , 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation 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/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director
Office of  Healthcare and Insurance

cc: Via E -mail
            Leslie Marlow, Esq.
            Gracin & Marlow, LLP
            The Chrysler Building
            405 Lexington Avenue, 26th Floor
            New York, New York 10174

May 31, 2012

Via E -mail
Mr. C. Evan Ballantyne
Chief Financial Officer
Synthetic Biologics, Inc.
3985 Research P ark Drive
Suite 200
Ann Arbor, MI  48108

Re: Synthetic Biologic , Inc.
Item 4.0 2 Form 8 -K
Filed  May 3, 2012
  File No. 001-12584

Dear Mr.  Ballantyne :

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

Sincerely,

 /s/ Jim B. Rosenberg

        Jim B. Rosenberg
        Senior Assis tant Chief Accountant

CORRESP
1
filename1.htm

May 30, 2012

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attention: Jim Rosenberg

Senior Assistant Chief
Accountant

 Re: Synthetic Biologics, Inc. (the “Company”)

Form 8-K filed on May 3,
2012 and Form 8-K/A filed on May 30, 2012

Item 4.02

File
No. 001-12584

Dear Mr. Rosenberg:

Reference is made to
the above-captioned filings.

We acknowledge that
the adequacy and accuracy of the disclosure in our filings is our responsibility. We acknowledge that the staff comments or changes
to disclosure do not foreclose the Commission from taking any action with respect to the filings. We further acknowledge that the
Company may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the federal
securities laws of the United States.

Thank you.

    SYNTHETIC BIOLOGICS, INC.

    By:
    /s/ C. Evan Ballantyne

    C. Evan Ballantyne

    Chief Financial Officer

Synthetic Biologics, Inc.
3985 Research Park Drive, Suite 200, Ann Arbor, MI 48108 (t): 734-332-7800 (f): 734-332-7878

May 22, 2012

Via E -mail
Mr. C. Evan Ballantyne
Chief Financial Officer
Synthetic Biologics, Inc.
3985 Research P ark Drive
Suite 200
Ann Arbor, MI  48108

Re: Synthetic Biologic , Inc.
Item 4.0 2 Form 8 -K Dated May 1, 2012
Filed  May 3, 2012
  File No. 001-12584

Dear Mr.  Ballantyne :

We have reviewed your filing 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 r espond to this letter within five  business days by amending your filing  or by
advising us when you will provide the requested response .   If you  do not believe our comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.  Please furnish us a letter on EDGAR under the form type label
CORRESP that key s your response  to our comment .

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

Item 4.0 2. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review

You filed your Form 8-K under Item 4.02 of 8 -K and refer therein to an audit opinion included in
the Company’s Annual Report on Form 10 -K for the year ended December 31, 2011 that was
issued by a partner at Berman & Company who was not authorized under the PCAOB rules to
issue the opinion or act as the Company’s named engagement partner with respect to the Form
10-K audit or subsequent interim reviews.   Your disclosure under this item, however, does not
specifically state that the audit report nor any annual and subsequent int erim financial statements
should not be relied upon.   Please revise your disclosure to identify the previously issued audit
report and annual and subsequent interim financial statements , as applicable that  should no
longer be relied upon.   Refer to requir ements of Item 4.02(b)  of Form 8 -K.

Mr. C. Evan Ballantyne
Synthetic Biologics,  Inc.
May 22, 2012
Page 2

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

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

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response 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.

 You may contact  Christine Allen, Staff Accountant, at (202) 551 -3652  if you have
questions regarding the comment .  In this regard, do not hesitate to contact me, at  (202) 551 -
3679.
Sincerely,

 /s/ Jim B. Rosenberg

        Jim B. Rosenberg
        Senior Assistant Chief  Accountant

February 24, 2011

Mr. James S. Kuo, M.D., M.B.A
President and Chief Executive Officer
Adeona Pharmaceuticals, Inc.
3930 Varsity Drive
Ann Arbor, MI  48108

Re: Adeona Pharmaceuticals, Inc.
Form 10- K for the Year Ended December 31, 2009
Form 10- Q for the Interim Period Ended June 30, 2010
File No. 001 -12584
 Dear Mr. Kuo :

 We have completed our review of the above referenced filings and have no further
comments at this time.

Sincerely,

  Melissa N. Rocha
Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

                  February 8,
    2011

    VIA
EDGAR AND

    OVERNIGHT
MAIL

    United
States Securities

       and
Exchange Commission

    100 F
Street, NE

    Mail Stop
4270

    Washington,
D.C.  20549

              Attention:

              Jim
      Rosenberg

              Senior Assistant Chief
    Accountant

              Re:

              Adeona
      Pharmaceuticals, Inc.

                Form
      10-K for the Year Ended December 31, 2009

                Form
      10-Q for the Interim Period Ended June 30, 2010

                File No.
      001-12584

    Dear Mr.
Rosenberg:

    Thank you
for your January 31, 2011 letter regarding Adeona Pharmaceuticals, Inc.
(“Adeona”).  We hereby submit a letter responding to the
comments.  For your convenience, we have set forth below the staff’s
numbered comment followed by our response thereto.

    Form 10-Q
for the Interim Period Ended June 30, 2010

    Note 2.
Basis of Presentation

    Revenue
Recognition" page 7

              1.

              We acknowledge your response to
      comment 8. Please revise your draft disclosures to include how revenue
      will be recognized to the extent contracts have continuing obligations or
      additional deliverables. Additionally; revise your draft disclosure to
      include your revenue recognition policy for royalty payments, including
      how royalty revenue will be calculated and
    recognized.

    Response:  Complied with. We
have revised our disclosures to include how revenue will be
recognized.  We have also revised our disclosure to include our
revenue recognition policy for royalty payments.

          United
States Securities and

            Exchange
Commission

          February
8, 2011

          Page
2

    The
Company records revenue when all of the following have occurred: (1) persuasive
evidence of an arrangement exists, (2) the service is completed without further
obligation, (3) the sales price to the customer is fixed or determinable, and
(4) collectability is reasonably assured.  The Company recognizes
milestone payments or upfront payments that have no contingencies as revenue
when payment is received.  The Company has two streams of revenue,
license revenue and laboratory revenue.

    Licensing
agreements:

    The
Company’s licensing agreements may contain multiple elements, such as
non-refundable up-front fees, payments related to the achievement of particular
milestones and royalties. Fees
associated with substantive at risk performance-based milestones are recognized
as revenue upon completion of the scientific or regulatory event specified in
the agreement. When the
Company has substantive continuing performance obligations under an arrangement,
revenue is recognized over the performance period of the obligations using a
time-based proportional performance approach. Under the time-based method,
revenue is recognized over the arrangement’s estimated performance period based
on the elapsed time compared to the total estimated performance period. Revenue
recognized at any point in time is limited to the amount of non-contingent
payments received or due. When the Company has no substantive continuing
performance obligations under an arrangement, it recognizes revenue as the
related fees become due.

    Revenues from royalties on third-party sales of licensed
technologies are generally recognized in accordance with the contract terms when
the royalties can be reliably determined and collectibility is reasonably
assured. To date, the Company has not received any royalty
revenues.

    On
May 6, 2010, the Company entered into a Sublicense Agreement (the “Meda
Agreement”) with Meda AB of Sweden (“Meda”) for the development and
commercialization of Effirma (flupirtine) for fibromyalgia.  As
consideration for the sublicense, the Company received an up-front payment of
$2.5 million upon execution of the Meda Agreement. This payment was recorded as
license revenue in June 2010. Pursuant to the Company’s license agreement with
McLean Hospital, the Company paid 15% of the $2.5 million payment ($375,000) to
McLean Hospital.  The payment to McLean Hospital was netted against
the revenues received from Meda AB for financial statement
purposes.  The Company is also entitled to additional milestone
payments of $5 million upon filing of a New Drug Application with the United
States Food and Drug Administration for flupirtine for fibromyalgia and $10
million upon marketing approval. The Meda Agreement also provides that the
Company is entitled to receive net royalties of 7% of net sales of flupirtine
approved for the treatment of fibromyalgia covered by issued patent claims in
the United States and Japan.  The Meda Agreement provides that Meda AB
will assume all future development costs for the commercialization of flupirtine
for fibromyalgia. Pursuant to the terms of the Company’s agreement with McLean
Hospital, the Company is obligated to pay them half of the royalties the Company
receives.  Future milestone payments will be recorded as revenue when
payment is received as there are no future deliverables, and it is
non-refundable. We will make similar disclosure for any future license
agreements.

                      Adeona
      Pharmaceuticals, Inc.

                      3930
      Varsity Drive

                      Ann
      Arbor, Michigan 48108

                      tel:
      734.332.7800

                      fax:
      734.332.7878

    We
acknowledge that the adequacy and accuracy of the disclosure in our filings is
our responsibility.  We acknowledge that the staff comments or changes to
disclosure do not foreclose the Commission from taking any action with respect
to the filings.  We acknowledge that the company may not assert staff
comments as a defense in any proceedings initiated by the Commission or any
person under the federal securities laws of the United
States.

                    Sincerely,

                    /s/ James S. Kuo

                    James S. Kuo, MD, M.B.A

                    Chairman and
CEO

January 31, 2011

Mr. James S. Kuo, M.D., M.B.A
President and Chief Executive Officer
Adeona Pharmaceuticals, Inc.
3930 Varsity Drive
Ann Arbor, MI  48108

Re: Adeona Pharmaceuticals, Inc.
Form 10- K for the Year Ended December 31, 2009
Form 10- Q for the Interim Period Ended June 30, 2010
File No. 001 -12584
 Dear Mr. Kuo :
 We have reviewed your December 22, 2010 response to our December 15, 2010 letter
and have the following comment.
 Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe the  comment applies to your facts and circumstances, please tell us why in your
response.  Please furnish us a  letter on EDGAR under the form type label CORRESP  that keys
your response  to our comment .
 After reviewing the information provide d, we may raise  additional comments  and/or
request that you amend your filing .

Form 10- Q for the Interim Period Ended June  30, 2010

Note 2.  Basis of Presentation

Revenue Recognition, page 7
 1. We acknowledge your response to comment 8.  Plea se revise your draft disclosures to
include how revenue will be recognized to the extent contracts have continuing obligations  or
additional deliverables .  Additionally, revise your draft disclosure to include your revenue
recognition policy for royalty pa yments, including how royalty revenue will be calculated
and recognized .

Mr. James S. Kuo, M.D., M.B.A
Adeona Pharmaceuticals, Inc.
 January 31, 2011
 Page 2

You may contact Christine Allen, Staff Accountant, at (202) 551- 3652 or Melissa N.
Rocha,  Accounting  Branch Chief at (202) 551 -3854 if y ou have any questions regarding the
comment.  In this regard, do not hesitate to contact me at (202) 551- 3679.

Sincerely,

Jim Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

                  December 17,
    2010

          VIA
EDGAR AND

    OVERNIGHT
MAIL

    United
States Securities

       and
Exchange Commission

    100 F
Street, NE

    Mail Stop
4270

    Washington,
D.C.  20549

              Attention:

              Jim
      Rosenberg

              Senior Assistant Chief
    Accountant

              Re:

              Adeona
      Pharmaceuticals, Inc.

                Form
      10-K for the year ended December 31, 2010

                Form
      10-Q for the interim period ended June 30, 2010

                File No.
      001-12584

    Dear Mr.
Rosenberg:

    We
acknowledge that the adequacy and accuracy of the disclosure in our filings is
our responsibility.  We acknowledge that the staff comments or changes
to disclosure do not foreclose the Commission from taking any action with
respect to the filings.  We acknowledge that the company may not
assert staff comments as a defense in any proceedings initiated by the
Commission or any person under the federal securities laws of the United
States.

                    Sincerely,

                    /s/
      James
      S. Kuo

                    James
      S. Kuo

CORRESP
1
filename1.htm

    Unassociated Document

    December
22, 2010

    VIA
EDGAR AND

    OVERNIGHT
MAIL

    United
States Securities

       and
Exchange Commission

    100 F
Street, NE

    Mail Stop
4270

    Washington,
D.C.  20549

    Attention:  Jim
Rosenberg

                      Senior
Assistant Chief Accountant

    Re:          Adeona
Pharmaceuticals, Inc.

    Form
10-K for the year ended December 31, 2010

    Form
10-Q for the interim period ended June 30, 2010

    File No.
001-12584

    Dear Mr.
Rosenberg:

    Thank you
for your December 15, 2010 letter regarding Adeona Pharmaceuticals, Inc.
(“Adeona”).  We hereby submit a letter responding to the
comments.  For your convenience, we have set forth below the staff’s
numbered comments in their entirety followed by our responses
thereto.

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
2

    Form
10-K for the Year Ended December 31. 2009

    Intellectual
Property, page 8

    1.           Please
confirm that in future filings you will include:

              ·

              The
      duration of each agreement and a discussion of the termination
      provisions;

              ·

              The
      date of expiration of the licenses under each
  agreement;

              ·

              The
      amount of the annual maintenance fees you pay under the Thomas Jefferson
      University and the 2005 University of California license
      agreements;

              ·

              The
      aggregate milestone payments under the 2008 University of California
      license agreement; and

              ·

              The
      royalty rates you have agreed to pay under each agreement on net sales of
      products covered by licensed
patents.

    Response:
We confirm that in future filings we will include disclosure regarding all of
the items listed above.

              2.

              Please
      tell us the amount in dispute under the legal action for past consulting
      services filed in 2009.

    Response:
The dispute for past consulting services was settled in September
2010.  In accordance with the Stipulation of Settlement, the Company
issued the individual $92,000 worth of shares of its common stock in full
settlement of all claims of the individual against the subsidiary.

    Notes to the Consolidated
Financial Statements. page 43

    Note 2. Acquisition of Hart
Lab, LLC. page 45

              3.

              Please
      provide us draft disclosure for future filings showing the amounts
      recognized at the acquisition date for each major class of assets acquired
      and liabilities assumed in accordance with ASC 805-20-50-1c Business Combinations.
      Identifiable Assets and Liabilities, and any Non-controlling Interest.
      Depending on the nature of assets and liabilities acquired, please
      ensure your draft disclosure complies with all requirements in ASC
      805-20-50-1.

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
3

    Response:Our
review of the accounting guidance has resulted in the following draft
disclosure:

    Net
Assets Acquired:

                            Current
      Assets:

                            Cash

                          $
                          5,625

                            Accounts
      Receivable – net of allowance of $4,192

                          $
                          79,657

                            Equipment
      – net of accumulated depreciation of $25,536

                          $
                          39,464

                            Total

                          $
                          124,746

                            Current
      Liabilities:

                            Accounts
      payable

                          $
                          38,324

                            Accrued
      liabilities

                          $
                          12,593

                            Capital
      lease

                          $
                          31,917

                            Total

                          $
                          82,834

                            Total
      Net Assets Acquired

                          $
                          41,912

    All
assets acquired and liabilities assumed have a book value equivalent to fair
value.  The Company did not record any fair value adjustment for
contingencies since there were none.

    The
Company believes that all assets are recoverable and that no impairment or
write-down to net realizable value is required. As a result of this business
combination, there is no allocation for a non-controlling interest since the
Company acquired a 100% controlling interest in Hart Lab, LLC.

    Directors. Executive
Officers, Promoters and Corporate Governance, page 62

              4.

              Please
      provide draft disclosure for future filings which discusses the specific
      experience, qualifications, attributes or skills that led to the
      conclusion that each nominee should serve as a director for the
      registrant.

    Response: Set forth below is the draft disclosure that the
Company intends to include in its future
filings.

    JAMES S. KUO, M.D., M.B.A. Dr.
Kuo has been a director since February 2007.   Effective February
6, 2010, Dr. Kuo was appointed as our Chairman of the Board, Chief Executive
Officer and President.   Dr Kuo was the Chairman and Chief
Executive Officer of Cordex Pharma, Inc., a public biopharmaceutical company,
from September 2007 until February 1, 2010 and remained as a director until
March 13, 2010. From 2003 to 2006, he served as founder, Chairman and Chief
Executive Officer of BioMicro Systems, Inc. a private venture-backed,
microfluidics company.  Prior to that time, Dr. Kuo was a founder,
President and Chief Executive Officer of Discovery Laboratories, Inc. where he
raised over $22 million in initial private funding and was instrumental in the
company going public. Dr. Kuo was also a founder and board member of Monarch
Labs, LLC, a private medical device company. Dr. Kuo is the former Managing
Director of Venture Analysis for Healthcare Ventures, LLC, which managed $378
million in venture funds. He has also been a senior licensing and business
development executive at Pfizer, Inc., where he was directly responsible for
cardiovascular licensing and development. After studying molecular biology and
receiving his B.A. at Haverford College, Dr. Kuo simultaneously received his
M.D. from the University of Pennsylvania School of Medicine and his M.B.A. from
the Wharton School of Business.  From 2004 until October 2009 Dr. Kuo
also served as a director of Soligenix, Inc.

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
4

    Dr.
Kuo brings to the Board significant executive leadership and operational
experience.  Dr. Kuo’s prior business experience and board service,
along with his tenure at Adeona, gives him a broad and extensive understanding
of our operations and the proper role and function of the Board.  His
prior service on the board of other public companies has provided him with a
strong corporate governance expertise. In addition, his medical background
allows him to bring to the Board extensive knowledge about our
industry.  Due to his business background, he has a broad
understanding of the operational, financial and strategic issues facing public
companies.

    STEVE H. KANZER, CPA,
JD. Mr. Kanzer is a co-founder and served as our President from our
inception in February 2001 until May 2006.   Mr. Kanzer
previously served as our Chief Executive Officer from September 2004 until
November 2008, Chairman of the Board until February 6, 2010 and currently serves
as a director.    Mr. Kanzer has also been a director and officer of
our subsidiaries, including Solovax, Inc., Effective Pharmaceuticals, Inc.,
Putney Drug Corp. Epitope Pharmaceuticals, Inc. and CD4 Biosciences, Inc. Since
December 2000, he has served as co-founder and Chairman of Accredited Ventures
Inc. and Accredited Equities Inc., a venture capital firm and investment bank,
respectively, which both specialize in the biotechnology industry. Prior to
founding Accredited Ventures and Accredited Equities in December 2000, Mr.
Kanzer served as Senior Managing Director-Head of Venture Capital at Paramount
Capital from 1991 until December 2000. While at Paramount Capital, Mr. Kanzer
was involved in the formation and financing of a number of biotechnology
companies and held various positions in these companies. Prior to joining
Paramount Capital in 1992, Mr. Kanzer was an attorney at the law firm of
Skadden, Arps, Slate, Meagher & Flom in New York where he specialized in
mergers and acquisitions. Mr. Kanzer received his J.D. from New York University
School of Law in 1988 and a B.B.A. in Accounting from Baruch College in 1985,
where he was a Baruch Scholar. Mr. Kanzer is active in university-based
pharmaceutical technology licensing and has served as Co-Chair of the New York
Chapter of the Licensing Executives Society.

    Mr. Kanzer
has been associated with Adeona since inception and brings to the Board
extensive knowledge about our business operations and in particular our licenses
and products.   Mr. Kanzer also brings to the Board
significant executive leadership and operational experience.
Mr. Kanzer’s legal background  provides him with a broad
understanding of the legal issues facing Adeona, the financial markets and the
financing opportunities available to Adeona .

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
5

    JEFFREY J. KRAWS. Mr. Kraws
has been a director since January 2006.  Mr. Kraws  is Chief
Executive Officer and co-founder of Crystal Research Associates. Well known and
respected on Wall Street, Mr. Kraws has received some of the most prestigious
awards in the industry. Among other awards, he was given a 5-Star Rating” in
2001 by Zacks and was ranked the number one analyst among all pharmaceutical
analysts for stock performance in 2001 by Starmine.com. Prior to founding
Crystal Research Associates, Mr. Kraws served as co-president of The Investor
Relations Group (IRG), a firm representing primarily under-followed,
small-capitalization companies. Previously, Mr. Kraws served as a managing
director of healthcare research for Ryan Beck & Co. and as director of
research/senior pharmaceutical analyst and managing director at Gruntal &
Co., LLC (prior to its merger with Ryan Beck & Company). Mr. Kraws served as
managing director of the healthcare research group and senior pharmaceutical
analyst at First Union Securities (formerly EVEREN Securities); as senior U.S.
pharmaceutical analyst for the Swedish-Swiss conglomerate Asea Brown Boveri; and
as managing director and president of the Brokerage/Investment Banking operation
of ABB Aros Securities, Inc. He also served as senior pharmaceutical analyst at
Nationsbanc Montgomery Securities, BT Alex Brown & Sons, and Buckingham
Research. Mr. Kraws also has industry experience, having been responsible for
competitive analysis within the treasury group at Bristol-Myers-Squibb Company.
He holds an MBA from Cornell University and a B.S. degree from State University
of New York-Buffalo. During 2006 through February 2007, Mr. Kraws served as our
Vice President of Business Development, on a part-time basis.

    Mr. Kraws
brings a strong business background to Adeona, having worked as a pharmaceutical
analyst for over 22 years.  Mr. Kraws brings to the Board significant
strategic, business and financial experience related to the business and
financial issues facing pharmaceutical companies. Mr. Kraws has a broad
understanding of the operational, financial and strategic issues facing
pharmaceutical companies.  Through his services as Adeona’s Vice President
of Business Development during 2006 and a part of 2007, he developed extensive
knowledge of Adeona’s business.

    JEFF RILEY Mr. Riley has been
a director since March 16, 2010. Since November 2009, Mr. Riley has served as
the Managing Director of Black Crow Ventures, a life science-focused consulting
firm with a commercial and transactional focus. He sits on the advisory boards
of an Australia-based venture fund (Queensland Biocapital Fund) and Ruga
Corporation, a Stanford University spin-out drug discovery company focused on
endoplasmic reticulum stress targets. Mr. Riley has held senior corporate and
commercial development positions with biotech companies Amphora Discovery,
Ontogen Corporation, and AvMax. In these positions, he was responsible for
raising equity and negotiating alliances including in-licensing, out-licensing,
distribution agreements, technology acquisitions and research agreements with
large pharmaceutical companies and government agencies. Mr. Riley's
pharmaceutical experience includes commercial management and mergers and
acquisition roles for Pfizer and SmithKline Beecham. Additionally, Mr. Riley
served as CFO and VP Corporate Development for Nichols Institute Diagnostics, a
CLIA-certified molecular diagnostics and reference lab, later acquired by Quest
Diagnostics. Prior to attending university, Mr. Riley served in the U.S.
Army.

    Mr.
Riley brings to the Board extensive knowledge of the pharmaceutical industry.
Having served in senior corporate positions in biotech and pharmaceutical
companies he has a vast knowledge of the industry.  His business
experience provides him with a broad understanding of the operational, financial
and strategic issues facing public companies.

    United
States Securities and

       Exchange
Commission

    December
22, 2010

    Page
6

    JEFF WOLF, ESQ. Mr. Wolf has
substantial experience in creating, financing, nurturing and growing new
ventures based upon breakthrough research and technology. Mr. Wolf is the
founding partner of Seed-One Ventures, LLC, a venture capital group focused on
seed-stage technology-based investments. Mr. Wolf has been a founder of Elusys
Therapeutics, Inc., an antibody-based therapeutic company, Tyrx Pharma, Inc., a
biopolymer-based company, Sensatex, Inc., a medical device company and
Generation Mobile, Inc. a telecommunications company. Prior to founding Seed-One
Ventures, Mr. Wolf served as the Managing Director of The Castle Group, Ltd., a
biomedical venture capital firm. At both organizations, Mr. Wolf was responsible
for supervising the formation and funding of new technology, biomedical, and
service oriented ventures. Mr. Wolf currently sits on the board of Elusys
Therapeutics and Netli, Inc. Mr. Wolf received his MBA from Stanford Business
School, his JD from New York University School of Law and his BA with honors in
Economics from the University of Chicago.

    Mr.
Wolf also has extensive knowledge of the industry and in particular research and
development.  His legal and business background provide him with a
broad understanding of the legal, operational, financial and strategic issues
facing Adeona.  Having served as a board member on other public
company boards, Mr. Wolf has an extensive understanding of the operational,
financial and strategic issues facing public companies.

    Certain Relationships and
Related, Transactions and Director Independence, page 68

              5.

              Please
      provide draft disclosure for future filings that discusses your policies
      and procedures for reviewing and approving the related party transactions
      that you discloser as required by Item 404(b) of Regulation
      S-K.

    Response:  The following draft disclosure will
be added to future filings: “Pursuant to its charter, the Company’s Audit
Committee, shall review on an on-going basis for potential conflicts of
interest, and approve if appropriate, all “Related Party Trans

December 15, 2010

Mr. James S. Kuo, M.D., M.B.A
President and Chief Executive Officer
Adeona Pharmaceuticals, Inc.
3930 Varsity Drive
Ann Arbor, MI  48108

Re: Adeona Pharmaceuticals, Inc.
Form 10- K for the Year Ended December 31, 2009
Form 10- Q for the Interim Period Ended June 30, 2010
File No. 001 -12584
 Dear Mr. Kuo :
 We have reviewed your filing and have the following comments.  In our comments, we
ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by  amending your filing, providing
the requested information , or by advising us when you will provide the requested response.  If
you do not be lieve a  comment appl ies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys your responses to our comments.
After reviewing the information provided, we may  raise additional comments and/or
request that you amend your filing.

Form 10- K for the Year Ended  December 31, 2009

Intellectual Property, page 8
 1. Please confirm that in future filings you will include:
• The duration of each agreement and a discussion of  the termination provisions;
• The date of expiration of the licenses under each agreement;
• The amount of the annual maintenance fees you pay under the Thomas Jefferson
University and the 2005 University of California license agreements; and
• The aggregate m ilestone payments under the 2008 University of California license
agreement; and
• The royalty rates you have agreed to pay under each agreement on net sales of products covered by licensed patents.

Mr. James S. Kuo, M.D., M.B.A
Adeona Pharmaceuticals, Inc.
 December 13, 2010
 Page 2

Legal Proceedings, page 28

2. Please tell us the amount in dispute under the legal action for past consulting services filed in 2009.

Notes to the Consolidated Financial Statements, page 43

Note 2.  Acquisition of Hart Lab, LLC, page 45
 3. Please provide us draft disclosure for future filings showing the amounts recognized at the acquisition date for each major class of assets acquired and liabilities assumed  in accordance with ASC 805- 20-50-1c Business Combinations, Identifiable Assets and Liabilities, and any
Noncontrolling Interest .  Depending on t he nature of assets and liabilities acquired, please
ensure your draft disclosure complies with all requirements in ASC 805 -20-50-1.

Directors, Executive Officers, Promoters and Corporate Governance, page 62
 4. Please provide draft disclosure for future filings which discusses the specific experience, qualifications, attributes or skills that led to the conclusion that each nominee should serve as a director for the registrant.

Certain Relationships and Related Transactions and Director Independence, pag e 68
 5. Please provide draft disclosure for future filings that discusses your policies and procedures for reviewing and approving the related party transactions that you disclose, as required by Item 404(b) of Regulation S -K.

Signatures, page 74
 6. Please am end your filing to include the signature of your Principal Accounting Officer or
Controller or, alternatively, please tell us if one of the persons already signing the Form 10- K
was acting in that capacity and confirm that you will identify that person as such in future
filings.

Form 10- Q for the Interim Period Ended June  30, 2010

Note 2.  Basis of Presentation

Revenue Recognition, page 7
 7. Please tell us why it is appropriate to immediately recognize the entire $2.125 million up -
front payment received f rom Meda AB of Sweden (Meda) in the quarter ended June 30,
2010.  Also, tell us what continuing involvement or obligations you have to Meda in accordance with your Sublicense Agreement and how your accounting for each of the deliverables in this agreement is in accordance with ASC 605 -10 Revenue Recognition .

Mr. James S. Kuo, M.D., M.B.A
Adeona Pharmaceuticals, Inc.
 December 13, 2010
 Page 3

8. Please provide us draft disclosure for future filings of your revenue recognition policy  to
specifically disclose your accounting policy for each deliverable included in your license
agreements, includ ing up -front fees, milestone payments, and royalties.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of t he disclosures they have made.

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

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes t o 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 f ederal securities laws of the United States.

You may contact Christine Allen, Staff Accountant  at (202) 551- 3652 or Melissa N.
Rocha, Branch Chief at (202) 551- 3854 if you have questions regarding the processing of your
response as well as any questions regarding the comment s on the financial statements and related
matters.   Please contact Michael Rosenthall , Staff Attorney  at (202) 551- 3674 or Dan Greenspan ,
Special Counsel  at (202) 551- 3623 with questions on any of the other comments.  In this regard,
do not hesitate to contact me, at (202) 551- 3679.

Sincerely,

Jim Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    s22-9783_corresp.htm

 Adeona Pharmaceuticals, Inc.

3930 Varsity Drive

Ann Arbor, MI 48108

Tel:  734.332.7800

Fax:  734.332.7878

 June 10, 2010

VIA EDGAR

United States Securities

   and Exchange Commission

100 F Street, NE

Mail Stop 4720

Washington, D.C.  20549

Attention: Jeffrey Riedler

Re:          Adeona Pharmaceuticals, Inc.

Registration Statement on Form S-3

Filed May 12, 2010 as amended May 26, 2010

File No. 333-166750

Dear Mr. Riedler:

Adeona Pharmaceuticals, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective by 5:00 p.m. Eastern Daylight Time on June 14, 2010 or as soon thereafter as reasonably practicable.

In making this request, the Company acknowledges that (i) should the Securities and Exchange Commission or the staff declare the filing effective, it will not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert the staff’s 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.

ADEONA PHARMACEUTICALS, INC.

By:      /s/ James S. Kuo

James S. Kuo, Chairman and

Chief Executive Officer

Mail Stop 4720          May 21, 2010   James S. Kuo Chief Executive Officer and President Adeona Pharmaceuticals, Inc. 3930 Varsity Drive Ann Arbor, MI 48108
 Re: Adeona Pharmaceuticals, Inc.
  Registration Statement on Form S-3
  Filed May 12, 2010
  File No. 333-166750
 Dear Dr. Kuo:
We have limited our review of the above referenced registration statement to only
the issues identified herein.  Where indicated, we think you should revise your document in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanation.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-3 filed May 12, 2010

General

1. We note that you have a pending confiden tial treatment request.  Please be
advised that we will not be in a position to consider a request for acceleration of
effectiveness of the registration statemen t until we resolve all issues concerning
the confidential tr eatment request.

James S. Kuo
Adeona Pharmaceuticals, Inc.
May 21, 2010 Page 2  Incorporation of Certain Docu ments by Reference, page 16

2. Please revise your disclosure to incorpor ate by reference all reports filed pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end of your fiscal year 2009.  Specifically, this should include your current reports on Form 8-K as filed
on January 13, February 9 and March 16, as amended on March 31.

* * *
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
response to our comments and provides any re quested information.  De tailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amendment and response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

James S. Kuo
Adeona Pharmaceuticals, Inc. May 21, 2010 Page 3   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Karen Ubell at (202) 551-3873 or me at (202) 551-3715 with any
questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r
Assistant Director
 cc: Hank Gracin
Gracin & Marlow, LLP Chrysler Building 405 Lexington Avenue, 26th Floor New York, New York 10174

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   October 8, 2008  Steve H. Kanzer Chairman and Chief Executive Officer  Pipex Pharmaceuticals, Inc. 3930 Varsity Drive Ann Arbor, MI 48108
Re: Pipex Pharmaceuticals, Inc.
 Form 10-KSB for the Year Ended December 31, 2007
 File No. 001-12584

Dear Mr. Kanzer:

We have completed our review of your Form 10-KSB and have no further
comments at this time.
          S i n c e r e l y ,

         J o e l  P a r k e r          A c c o u n t i n g  B r a n c h  C h i e f

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                August 26, 2008

Steve H. Kanzer
Chairman and Chief Executive Officer
Pipex Pharmaceuticals, Inc.
3930 Varsity Drive
Ann Arbor, MI 48108

Re: Pipex Pharmaceuticals, Inc.
 Form 10-KSB for the Year Ended December 31, 2007
 File No. 001-12584

Dear Mr. Kanzer:

We have reviewed your filing and have the following comment.  We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your document.  Where indicated, we think you
should revise your document in response to this comment. If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Exhibit 31.1 – Certification Pursuant To Rule 13a-14(a) or Rule 15d-14(a)
1. We note that you filed your Principal Ex ecutive Officer and Principal Financial
Officer certification under Item 601(b)(31) of Regulation SB.  Please revise this
certification to include the introductory language of paragraph 4 and the language
of paragraph 4(b) of Item 601(b)(31) of Regulation SB.

*    *    *    *

As appropriate, please amend your Form 10-KSB for the year ended December
31, 2007 and respond to the comment within 10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your response to our
comment and provides any requested information.  Detailed cover lette rs greatly facilitate

Steve H. Kanzer
Pipex Pharmaceuticals, Inc.
August 26, 2008  Page 2
our review.  Please furnish your letter on E DGAR under the form type label CORRESP.
Please understand that we may have addi tional comments after reviewing your
amendment and response to our comment.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:

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

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

Please contact James Peklenk, Staff A ccountant, at (202) 551-3661, or Mary
Mast, Senior Accountant, at (202) 551-3613 if you have any questions regarding the
comment.  In this regard, do not hesi tate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

Mail Stop 6010          April 29, 2008  Mr. Steve H. Kanzer, CPA, Esq. Chief Executive Officer Pipex Pharmaceuticals, Inc. 3930 Varsity Drive Ann Arbor, MI 48108
Re: Pipex Pharmaceuticals, Inc.
  Preliminary Proxy Statement on Schedule 14A
  Filed on April 18, 2008   File Number 001-12584
Dear Mr. Kanzar:

We have completed our review of your proxy statement and have no further comments at
this time.  Please contact Sonia Barros at (202) 551-3655 with any questions.         S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r   cc: Steven Pappas, Esq.
Lehman & Eilen LLP

CORRESP
1
filename1.htm

PIPEX PHARMACEUTICALS, INC.

3930 Varsity Drive

Ann Arbor, MI 48108

Tel: (734) 332-7800

Fax: (734) 332-7878

            April 29, 2008

VIA EDGAR AND

OVERNIGHT MAIL

United States Securities

            and Exchange Commission

100 F Street, NE

Mail Stop 4561

Washington, D.C.  20549

Attention:  Sonia Barros

            Re:

            Pipex Pharmaceuticals, Inc.

            File No. 001-12584

Dear Ms. Barros:

Thank you for your April 25, 2008 letter regarding Pipex Pharmaceuticals, Inc.’s (the “Company”) proxy statement.

In connection with responding to your comments, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

PIPEX PHARMACEUTICALS, INC.

By:  _/s/ Steve H. Kanzer______

            Steve H. Kanzer, Chief Executive Officer

CORRESP
1
filename1.htm

LEHMAN & EILEN LLP

50 Charles Lindbergh Blvd

Suite 505

Uniondale, NY 11553

Tel: (516) 222-0888

Fax: (516) 222-0915

            April 28, 2008

VIA EDGAR AND

OVERNIGHT MAIL

United States Securities

            and Exchange Commission

100 F Street, NE

Mail Stop 4561

Washington, D.C.  20549

Attention:  Sonia Barros

            Re:

            Pipex Pharmaceuticals, Inc.

            File No. 001-12584

Dear Ms. Barros:

Thank you for your April 25, 2008 letter regarding Pipex Pharmaceuticals, Inc.’s (the “Company”) proxy statement. We hereby submit a letter responding to the two comments.  For your convenience, we have set forth below the comments in their entirety followed by our responses thereto.

            1.

            Please include the required compensation for 2006 in the summary compensation table.

            Response: We will revise the summary compensation table to include the required compensation for 2006 in the Definitive Proxy Statement.

            2.

            Please disclose your current plans to complete a spin off. If you have any plans to complete a spin off, you must provide all information that would be required as if the shareholders were voting on a spin off. See Note A to Schedule 14A.

United States Securities

            and Exchange Commission

April 28, 2008

Page 2

            Response: We will disclose in the Definitive Proxy Statement that “the Company has no plans to complete a spin off at this time.”

Please call me at (516)222-0888 to let me know whether I can file the Definitive Proxy Statement.

            Thank you

            Sincerely,

            /s/ Steven Pappas

            Steven Pappas

cc:  Pipex Pharmaceuticals, Inc.

Mail Stop 6010         April 25, 2008  Mr. Steve H. Kanzer, CPA, Esq. Chief Executive Officer Pipex Pharmaceuticals, Inc. 3930 Varsity Drive Ann Arbor, MI 48108
Re: Pipex Pharmaceuticals, Inc.
  Preliminary Proxy Statement on Schedule 14A
  Filed on April 18, 2008   File Number 001-12584
Dear Mr. Kanzar:

This is to advise you that we have limited our review of the above proxy statement to the
issues identified below.  We will make no further review of this filing.
Where indicated, we think you should revise your documents in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.  Summary Compensation Table, page 12

1. Please include the required compensation for 2006 in the summary compensation table.

Proposal Three, page 22

2.  Please disclose your current plans to complete a spin off.  If you have any plans to
complete a spin off, you must provide all information that would be required as if the shareholders were voting on a spin off.  See Note A to Schedule 14A.
  As appropriate, please revise your proxy statement in response to this comment.  You may wish to provide us with marked copies of the revised document to expedite our review.  Please furnish a response letter that keys your responses to our comments.  Detailed cover letters

Mr. Steve H. Kanzer, CPA, Esq.
Pipex Pharmaceuticals, Inc. April 25, 2008 Page 2  greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors 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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

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

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Sonia Barros at (202) 551-3655 with any questions.
        S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r   cc: Hank Gracin, Esq.
Lehman & Eilen LLP Mission Bay Office Plaza Suite 300 20283 State Road 7 Boca Raton, FL 33498

CORRESP
1
filename1.htm

PIPEX PHARMACEUTICALS, INC.

3985 Research Park Drive

Ann Arbor, Michigan 48108

Tel. (734) 332-7800

February 9, 2007

VIA FACSIMILE (202) 772-9217

AND FIRST CLASS MAIL

United States Securities

    and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 4561

Washington, D.C.  20549

Attention:  Sonia Barros, Esq.

            Re:

            File No. 333-139354

Pipex Pharmaceuticals, Inc. Form SB-2

Dear Ms. Barros:

Pipex Pharmaceuticals, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective by 5:00 p.m. Eastern Daylight Time on Tuesday, February 13, 2007 or as soon thereafter as reasonably practicable.

In making this request, the Company acknowledges that (i) should the Securities and Exchange Commission or the staff declare the filing effective, it will not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

            PIPEX PHARMACEUTICALS, INC.

By: /s/ Steve H. Kanzer __________

Steve H. Kanzer, Chief Executive Officer

CORRESP
1
filename1.htm

      Unassociated Document

    Lehman
      & Eilen LLP

    Mission
      Bay Office Plaza, Suite 300

    20283
      State Road 7

    Boca
      Raton, FL 33498

    T:
      561-483-2796

    F:
      561-237-0803

    January
      25, 2007

    VIA
      EDGAR AND

    OVERNIGHT
      MAIL

    United
      States Securities

    and
      Exchange Commission

    100
      F
      Street, NE

    Mail
      Stop
      4561

    Washington,
      D.C. 20549

    Attention:
      Sonia Barros

    Re:
       Pipex
      Pharmaceuticals, Inc.

    Registration
      Statement on Form SB-2

    Filed
      on December 14, 2006

    File
      No. 333-139354

    Dear
      Ms.
      Barros:

    Thank
      you
      for your January 24, 2007 letter regarding Pipex Pharmaceuticals, Inc. (the
      “Company”). We hereby submit a letter responding to the one comment. For your
      convenience, we have set forth below the comment in its entirety followed by
      our
      response thereto.

              1.

              Please
                provide us your analysis as to whether you consider Ridgeback Capital
                Investments Ltd. to be an “affiliate” of the Company. We may have further
                comments after receiving your response.

    Response:
      We do not consider Ridgeback Capital Investments Ltd. (“Ridgeback Capital”) to
      be an affiliate of the Company.

    Ridgeback
      Capital is a New York-based investment fund that makes investments in the life
      sciences sector. The fund is managed by a physician having substantial
      experience and sophistication in the realm of life science investing. Based
      upon
      public filings made by Ridgeback Capital with the Securities and Exchange
      Commission (the “Commission”), it is clear that Ridgeback Capital has made
      considerable investments in, and continues to hold positions in, numerous
      other

      United
        States Securities

      and
        Exchange Commission

      January
        25, 2007

      Page
        2

    publicly-traded
      life science companies.

    Ridgeback
      was first introduced to the Company in 2006 by a registered representative
      of an
      NASD member firm that served as a selected dealer in connection with the
      Company’s recently completed private placement. Ridgeback Capital’s only
      relationship with the Company is therefore that of an investor. Indeed, there
      are no interlocking relationships between the Company’s directors and officers
      and those of Ridgeback Capital; Ridgeback Capital has no part in the management
      of the Company and no one associated with the Company has a part in the
      management or investment decisions of Ridgeback Capital; neither the Company
      nor
      anyone associated with the Company has any equity interest in Ridgeback Capital
      or any of Ridgeback Capital’s affiliates; and there are no family relationships
      among the individuals associated with the Company and those associated with
      Ridgeback Capital.

    Moreover,
      Ridgeback Capital has filed a Schedule 13G with the Commission in connection
      with its investment in the Company. As you are aware, Ridgeback Capital would
      have been obligated to file a Schedule 13D under Regulation 13D-G of the Rules
      and Regulations promulgated under the Securities Exchange Act of 1934 (the
      “Exchange Act”) if it had made its investment in the Company with the purpose or
      with the effect of changing or influencing the control of the
      Company.

    Finally,
      Ridgeback Capital’s beneficial ownership of the Company’s common stock has
      decreased to 10.5% since the original filing of the Company’s Form SB-2 due to
      the Company’s issuance of 2,295,259 shares of its common stock on January 12,
      2007 in order to acquire the minority interest in its subsidiary Effective
      Pharmaceuticals, Inc. And after giving effect to the exercise of all of the
      Company’s currently outstanding warrants and options, Ridgeback Capital’s
      beneficial ownership is only 7.7%. Indeed, when one backs out the Company
      warrants that Ridgeback Capital owns, the 3,713,129 shares of Company common
      stock that Ridgeback Capital owns now represents only 7.3% of the Company’s
      outstanding common stock.

    While
      we
      recognize that beneficial ownership of 10% or more of a publicly registered
      equity security mandates insider filings with the Commission pursuant to Section
      16 of the Exchange Act, we believe that such ownership is not dispositive as
      to
      affiliate status. As you are aware, Rule 144 of the Rules and Regulations
      promulgated under the Securities Act of 1933 (the “Rules and Regulations”)
      provides that an affiliate of an issuer is “a person that directly, or
      indirectly through one or more intermediaries, controls, or is controlled by,
      or
      is under common control with, such issuer.” Rule 405 of the Rules and
      Regulations provides the same.

      United
        States Securities

      and
        Exchange Commission

      January
        25, 2007

      Page
        3

    While
      the
      term “control” is not defined in either the Securities Act of 1933 or the
      Securities Exchange Act of 1934, our above analysis demonstrates that none
      of
      the factors are present here that are consistently found to be present by the
      Commission when concluding that “control” exists. See
      generally
      Loss
& Seligman, Fundamentals
      of Securities Regulation,
      Aspen
      Publishers (2004), at pages 455-469 (“Control Concepts under the SEC
      Statutes”).

    For
      all
      of the above reasons, we believe that Ridgeback Capital is not an affiliate
      of
      the Company.

    Sincerely,

    /s/ Hank
      Gracin

    Hank
      Gracin

    HG:ckg

    cc:
      Pipex
      Pharmaceuticals, Inc.

Mail Stop 6010

       January 24, 2007

Mr. Steve H. Kanzer
Chief Executive Officer Pipex Pharmaceuticals, Inc. 3985 Research Park Drive Ann Arbor, MI 48108

Re: Pipex Pharmaceuticals, Inc.
  Registration Statement on Form SB-2
  Filed on December 14, 2006
  File Number 333-139354

Dear Mr. Kanzar:

We have received your response letter da ted January 5, 2007 and have the following
additional comment.
1. Please provide us your analysis as to whethe r you consider Ridgeback Capital Investment
Ltd. to be an “affiliate” of the Company.  We  may have further comments after receiving
your response.

* * *

Mr. Steve H. Kanzer
Pipex Pharmaceuticals, Inc.
January 24, 2007 Page 2
Please furnish a letter on EDGAR under the form type label CORRESP in response to
our comment.  Detailed letters greatly facilitate  our review.  Please contact Sonia Barros at (202)
551-3655 with any questions.

       S i n c e r e l y ,

       J e f f r e y  P .  R i e d l e r
       A s s i s t a n t  D i r e c t o r

cc: Hank Gracin, Esq.
Lehman & Eilen LLP Mission Bay Office Plaza Suite 300 20283 State Road 7 Boca Raton, FL 33498

CORRESP
1
filename1.htm

      Unassociated Document

      Lehman
        & Eilen LLP

      Mission
        Bay Office Plaza, Suite 300

      20283
        State Road 7

      Boca
        Raton, FL 33498

      T:
        561-483-2796

      F:
        561-237-0803

      January
        5, 2007

      VIA
        EDGAR AND

      OVERNIGHT
        MAIL

      United
        States Securities

      and
        Exchange Commission

      100
        F
        Street, NE

      Mail
        Stop
        4561

      Washington,
        D.C. 20549

      Attention:
        Sonia Barros

      Re:
         Pipex
        Pharmaceuticals, Inc.

      File
        No. 333-139354

      Dear
        Ms.
        Barros:

      Thank
        you
        for your December 22, 2006 letter regarding Pipex Pharmaceuticals, Inc. (the
        “Company”). We hereby submit a letter responding to the limited comment. For
        your convenience, we have set forth below the comment in its entirety followed
        by our response thereto.

                1.

                We
                  note that the securities you are registering on your Form SB-2
                  are being
                  made on a shelf basis under Rule 415. Given the nature and size
                  of the
                  transaction being registered, please advise the staff of the company’s
                  basis for determining that the transaction is appropriately characterized
                  as a transaction that is eligible to be made on a shelf basis under
                  Rule
                  415(a)(1)(i).

      Response:
        We understand the recent concern of the staff regarding the amount of shares
        being registered in small-cap transactions but believe for the reasons set
        forth
        below that the staff’s concerns are not implicated by this offering.

      We
        understand the difference between a primary offering and a secondary offering
        and that Rule 415(a)(1)(i) may not be utilized in the case of a primary offering
        because Rule 415(a)(1)(i) by its specific terms is limited to secondary
        offerings. However, this is not an instance in which the selling shareholders
        consist of one large investor - whether or not a large hedge fund - that
        has
        such a large position in the

      United
        States Securities

      and
        Exchange Commission

      January
        5, 2007

      Page
        2

      issuer
        that it effectively has a controlling interest in the issuer and may be
        perceived as an affiliate of the issuer or even the issuer’s alter ego. Instead,
        in this registration there are a large number of investors with no single
        large
        stakeholder. Indeed, there are 53 separate unrelated selling shareholders
        in the
        Company’s registration statement, each having made a separate investment
        decision over a period of six months after having independently conducted
        due
        diligence of the Company’s pharmaceutical products and intellectual property by
        hiring third party counsel and scientific experts. And no selling shareholder
        here holds a large stake in the Company: one selling shareholder holds
        approximately 11% of the Company’s outstanding common stock (8% on a fully
        diluted basis) while all the other selling shareholders hold less than 5%
        of the
        Company’s outstanding common stock, with the majority of the shareholders each
        holding less than 1% of the outstanding common stock (these percentages have
        been further diluted by the recent issuance by the Company of 2,990,442 common
        shares in connection with the Company’s merger with Effective Pharmaceuticals,
        Inc., as previously disclosed in the Form SB-2 registration statement). Under
        these circumstances, the offering is more properly characterized as a secondary
        offering under Rule 415(a)(1)(i). Indeed, we believe it would be unreasonable
        to
        saddle any investor here with the constraints of a primary offering as they
        seek
        to sell their shares.

      Moreover,
        the transaction involved here was not a typical reverse merger into a public
        blank check shell. The public company that the Company merged with - Sheffield
        Pharmaceuticals, Inc. - had been an operating biopharmaceutical company since
        1986 with approximately 3,500 shareholders and was listed on the American
        Stock
        Exchange until 2003 when it no longer met the continued listing requirements.
        The shares of the Company’s outstanding common stock held by the original owners
        of the public shell represent a negligible percentage of the outstanding
        (.6%)
        and are subject to a lock-up agreement until November 2007. And none of the
        selling shareholders here are Company insiders or promoters. Indeed the
        Company’s insiders, including its co-founder, Chairman, Chief Executive Officer
        and President, have invested approximately $4.7 million in the Company during
        the years 2001 through 2006, are locked up until November 2007.

      Furthermore,
        the selling shareholders here invested a large amount of money relative to
        the
        amount of money that the Company had on hand prior to the investments. While
        the
        total amount invested by the 53 selling shareholders was approximately $13.9
        million, the amount of money that the Company had on hand prior to the
        investment was approximately $250,000 and $3 million in convertible notes
        (these
        notes were converted into shares of the Company’s common stock at the closing of
        the offering, are not included in this registration statement and are subject
        to
        a lock-up agreement until November 2007).

      United
        States Securities

      and
        Exchange Commission

      January
        5, 2007

      Page
        3

      Additionally,
        we believe it is particularly appropriate in this instance to evaluate the
        offering against the Company’s outstanding common stock on a fully diluted
        basis. While no assurance can be given, since the Company’s common stock had
        previously been listed on the American Stock Exchange (AMEX), the Company
        has
        had communications with AMEX that make it clear that its common stock is
        likely
        to be listed on AMEX in the near future. However, one of the initial listing
        requirements of AMEX is a certain registered market capitalization, which
        this
        registration statement would enable the Company to satisfy. As such, it is
        reasonable to expect that the Company’s 5,118,590 outstanding stock options and
        15,725,153 outstanding warrants will be exercised in the near future, thereby
        decreasing the percentage of outstanding shares being registered in this
        offering.

      Finally,
        we submit that strictly applying a flat mathematical formula to small cap
        companies can work an injustice. Instead, we believe the math should only
        be one
        tool to help the staff in determining whether a latent primary offering is
        present, and that it is more just to also consider the other factors that
        we
        have addressed in this letter.

      Sincerely,

      /s/
        Hank
        Gracin

      Hank
        Gracin

      HG:ckg

      cc:
        Pipex
        Pharmaceuticals, Inc.