SecProbe.io

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 Vaxart, Inc.

 310 Utah Avenue, Suite 150

 South San Francisco, CA 94080

 (650) 550-3500

 April 29, 2026

 VIA EDGAR SUBMISSION

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

 Re:

 Vaxart, Inc. (the “ Company ” )
 Registration Statement on Form S-3 (File No. 333-295086) (the “ Registration Statement ” )

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended , the Company hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement to become effective on Thursday, April 30, 2026, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.

 If you have any questions regarding this request, please contact our outside counsel, Faith L. Charles of Thompson Hine LLP, by telephone at (212) 908-3905 or via email at Faith.Charles@ThompsonHine.com. Please also call Faith L. Charles as soon as the Company’s Registration Statement has been declared effective. Thank you for your attention to this matter.

 Sincerely,

 VAXART, INC.

 By:

 /s/ Steven Lo

 Name:

 Steven Lo

 Title:

 President and Chief Executive Officer

 cc:

 Faith L. Charles, Thompson Hine LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2026

Steven Lo
Chief Executive Officer
Vaxart, Inc.
310 Utah Avenue, Suite 150
South San Francisco, CA 94080

 Re: Vaxart, Inc.
 Registration Statement on Form S-3
 Filed April 16, 2026
 File No. 333-295086
Dear Steven Lo:

 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: Faith L. Charles, Esq.
</TEXT>
</DOCUMENT>

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VAXART, INC.

170 Harbor Way, Suite 300

South San Francisco, CA 94080

May 3, 2023

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			Re:

			Vaxart, Inc. (the “Company”)

			Registration Statement on Form S-3 (File No. 333-270671) (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on Friday, May 5, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact our outside counsel, Faith L. Charles of Thompson Hine LLP, at (212) 908-3905 or Naveen Pogula of Thompson Hine LLP, at (404) 541-2913. Please also call either Faith L. Charles or Naveen Pogula as soon as the Company’s Registration Statement on Form S-3 has been declared effective. Thank you for your attention to this matter.

			Sincerely,

			VAXART, INC.

			By:  /s/ Andrei Floroiu

			Name: Andrei Floroiu

			Title:  Chief Executive Officer

			cc:

			Faith L. Charles, Thompson Hine LLP

Naveen Pogula, Thompson Hine LLP

United States securities and exchange commission logo
March 23, 2023
Andrei Floroiu
Chief Executive Officer
Vaxart, Inc.
170 Harbor Way, Suite 300
South San Francisco, CA 94080
Re:Vaxart, Inc.
Registration Statement on Form S-3
Filed March 17, 2023
File No. 333-270671
Dear Andrei Floroiu:
            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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith Charles, Esq.

United States securities and exchange commission logo
January 29, 2021
Andrei Floroiu
Chief of Executive Officer
Vaxart, Inc.
385 Oyster Point Boulevard
Suite 9A
South San Francisco, CA 94080
Re:Vaxart, Inc.
Form 10-K for the fiscal year ended December 31, 2019
File No. 001-35285
Dear Mr. Floroiu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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       170 Harbor Way, Suite 300 +1 650 550 3500 Main

                                                   South San Francisco, CA 94080 +1 650 871 8580 Fax

www.vaxart.com

UNLOCKING THE FULL POTENTIAL OF ORAL VACCINES

January 27, 2021

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Attention:

			Kevin L. Vaughn

			Jenn Do

Re: Vaxart, Inc.

Form 10-K for the fiscal year ended December 31, 2019

File No. 001-35285

Dear Mr. Vaughn:

This letter is in response to your comment letter, dated January 22, 2021, concerning the above-referenced filing by Vaxart, Inc. (the “Company”). For your convenience, we have set forth the staff’s comment in italicized, bold type, and such comment is followed by the Company’s response.

Form 10-K for the fiscal year ended December 31, 2019

Management’s Discussion and Analysis, page 77

Results of Operations, page 80

			1.

			We have read your response to comment 1 in our letter dated December 28, 2020. Please revise this section of your future filings to more clearly disclose that due to the timing of cash flows under the HCRP agreement, royalty revenues for Inavir for the second, third and fourth quarters of any given year get passed through to HCRP such that there are no such revenues recorded for those periods, but that those passed-through amounts are instead recorded as non-cash royalty revenue related to the sale of future royalties. Revise this section as well as the risk factor on page 58 to clarify the extent to which the seasonality you experience in your revenue recognition is more attributable to when flu season occurs versus attributable to the timing of cash flows pursuant to the HCRP agreement.

We respectfully submit that we will revise the sections that have been identified above by the staff in our future filings, including in our Form 10-K for the fiscal year ended December 31, 2020.

Please direct any further comments or inquiries regarding the foregoing to me at (650) 550-3500 (telephone) or (917) 453-9105 (facsimile).

			Very truly yours,

			/s/ Andrei Floroiu

			Andrei Floroiu

			President and Chief Executive Officer

United States securities and exchange commission logo
January 22, 2021
Andrei Floroiu
Chief of Executive Officer
Vaxart, Inc.
385 Oyster Point Boulevard
Suite 9A
South San Francisco, CA 94080
Re:Vaxart, Inc.
Form 10-K for the fiscal year ended December 31, 2019
File No. 001-35285
Dear Mr. Floroiu:
            We have reviewed your January 8, 2021 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
December 28, 2020 letter.
Form 10-K for the fiscal year ended December 31, 2019
Management's Discussion and Analysis, page 77
Results of Operations, page 80
1.We have read your response to comment 1 in our letter dated December 28, 2020. Please
revise this section of your future filings to more clearly disclose that due to the timing of
cash flows under the HCRP agreement, royalty revenues for Inavir for the second, third
and fourth quarters of any given year get passed through to HCRP such that there are no
such revenues recorded for those periods, but that those passed-through amounts are
instead recorded as non-cash royalty revenue related to the sale of future royalties. Revise
this section as well as the risk factor on page 58 to clarify the extent to which the
seasonality you experience in your revenue recognition is more attributable to when flu
season occurs versus attributable to the timing of cash flows pursuant to the HCRP

 FirstName LastNameAndrei Floroiu
 Comapany NameVaxart, Inc.
 January 22, 2021 Page 2
 FirstName LastName
Andrei Floroiu
Vaxart, Inc.
January 22, 2021
Page 2
agreement.
            You may contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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170 Harbor Way, Suite 300 +1 650 550 3500 Main

                                        South San Francisco, CA 94080 +1 650 871 8580 Fax

www.vaxart.com

UNLOCKING THE FULL POTENTIAL OF ORAL VACCINES

January 8, 2021

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Attention:

			Kevin L. Vaughn

			Jenn Do

Re: Vaxart, Inc.

Form 10-K for the fiscal year ended December 31, 2019

Form 10-Q for the quarterly period ended June 30, 2020

File No. 001-35285

Dear Mr. Vaughn:

This letter is in response to your comment letter dated December 28, 2020, concerning the above-referenced filing by Vaxart, Inc. (“Vaxart” or the “Company”). For your convenience, we have set forth each of the staff’s comments in italicized, bold type, and each comment is followed by the Company’s response.

Form 10-K for the fiscal year ended December 31, 2019

Management’s Discussion and Analysis, page 77

Results of Operations, page 80

			1.

			We note your discussion of the changes in royalty revenue for the periods presented on page 81. You explain that royalty revenue in the year ended December 31, 2018 “excludes comparable revenue of $3.5 million earned in the pre-Merger period.” We note however from page 105 that the large increase in royalty revenue during 2019 can be attributed to Inavir, as such revenues were $3,668,000 in 2019 and $552,000 in the post-Merger period in 2018, given royalty revenues from Relenza in each of those periods were fairly consistent, i.e., was $778,000 and $788,000, respectively. Please explain and provide us with your proposed MD&A disclosures to more clearly disclose the underlying trends experienced. We further note from the revenue footnotes included in the Forms 10-Q for the last several quarters that apparently no royalty revenue was earned from Inavir in the second and third quarters for each of the last three years. Please provide proposed disclosure to identify the underlying trends, in the context of the disclosure on page 78 that such revenue amounts are “based on fixed percentages of net sales of these drugs”.

We disclosed the comparable pre-Merger revenue to more accurately portray our financial condition; in particular, we believe that failure to do so would have been misleading if it were to lead the investors to conclude that Inavir revenue had trended upwards in 2019 when, in reality, it had trended slightly lower.

We explained in the “Non-Cash Royalty Revenue Related to the Sale of Future Royalties” section of the Financial Operations Overview in our MD&A (page 78 in the 10-K) that, “We pay HCRP the first $3 million plus 15% of the next $1 million of royalties earned in annual periods ending on March 31.” We also disclose in our “Liabilities Related to the Sale of Future Royalties” footnote (page 105 in the 10-K) that “HCRP is entitled to the first $3.0 million plus 15% of the next $1.0 million in royalties earned in each year commencing on April 1, with any excess revenue being retained by the Company.” This explains why we have not recognized any Inavir royalty revenue in our second and third quarters – all of it (along with a substantial percentage, if not all, of our fourth quarter revenue) is passed through to HCRP (net of 5% Japanese withholding tax) and recorded as “non-cash royalty revenue related to the sale of future royalties”.

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

January 8, 2021

Page 2

We have no presence in Japan and are unable to predict royalty revenue which, as can be seen from the table below, is subject to significant fluctuations. We are not aware of any underlying trends. Until we receive the royalty statement from Daiichi Sankyo, Ltd. —usually about three weeks after the end of the quarter—we have no way to anticipate what the royalty revenue will be. However, as disclosed in our filings, the royalty revenues are seasonal, with very low revenues reported for the second and third quarters of each year.

Inavir royalty revenue by calendar quarter, before deducting the 5% Japanese withholding tax, is tabulated as follows (in thousands):

			Q1

			Q2

			Q3

			Q4

			2018 (post-Merger)

			Royalty Revenue

			552

			—

			—

			—

			Non-cash royalty revenue related to the sale of future royalties

			—

			18

			—

			1,457

			Total Inavir royalty revenue

			552

			18

			—

			1,457

			2019

			Royalty Revenue

			2,964

			—

			—

			705

			Non-cash royalty revenue related to the sale of future royalties

			1,748

			16

			352

			2,914

			Total Inavir royalty revenue

			4,712

			16

			352

			3,619

			2020 (through September 30)

			Royalty Revenue

			2,769

			—

			—

			unknown

			Non-cash royalty revenue related to the sale of future royalties

			34

			238

			263

			unknown

			Total Inavir royalty revenue

			2,803

			238

			263

			unknown

Form 10-Q for the quarterly period ended June 30, 2020

Management’s Discussion and Analysis, page 20

Financial Operations Overview, page 23

			2.

			We note your statement on page 24 that your preclinical research activities in the six months ended June 30, 2020, have related principally to COVID-19 and to your customer service contract. We note the table provided on page 79 of the December 31, 2019 Form 10-K and page 22 of the March 31, 2020 Form 10-Q that disaggregates external research and development expenses by program, including Preclinical research and process development costs. Please provide a table similar to the one provided on page 79 of your December 31, 2019 Form 10-K in your future filings as it will help readers better understand the changes in such expenses and how such changes align with your focused business and operational activities. Given your narrative emphasis on your research activities related to a COVID-19 vaccine, tell us how you considered separately quantifying the research expenses related to those efforts in your table or related narrative disclosure.

We will reinstate the tabular disaggregation of our clinical expenses by program in future filings.

Prior to 2020, we did not track our pre-clinical research expenses on a program-by-program basis except to the extent necessary for contract billing or revenue recognition. It is only our clinical costs that we have historically tracked on a program-by-program basis and are able to accurately quantify. Such costs represented less than five percent (5%) of our total research and development expenses in the six months ended June 30, 2020, and we believed that the tabular disclosure would not be meaningful to an investor’s investment decision with respect to Vaxart’s securities. Therefore, we replaced the table with a narrative about the focus of our pre-clinical activities. However, we will provide a breakdown for our 10-K for the fiscal year ended December 31, 2020, in which we will provide data for the three years ended December 31, 2020 with a summary of pre-clinical activities and third-party costs for clinical activities.

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

January 8, 2021

Page 3

Please direct any comments or inquiries regarding the foregoing to me at (650) 550-3500 (telephone) or (917) 453-9105 (facsimile).

			Very truly yours,

			/s/ Andrei Floroiu

			Andrei Floroiu

			President and Chief Executive Officer

United States securities and exchange commission logo
December 28, 2020
Andrei Floroiu
Chief of Executive Officer
Vaxart, Inc.
385 Oyster Point Boulevard
Suite 9A
South San Francisco, CA 94080
Re:Vaxart, Inc.
Form 10-K for the fiscal year ended December 31, 2019
Form 10-Q for the quarterly period ended June 30, 2020
File No. 001-35285
Dear Mr. Floroiu:
            We have limited our review of your filings to the financial statements and related
disclosures 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, 2019
Management's Discussion and Analysis, page 77
Results of Operations, page 80
1.We note your discussion of the changes in royalty revenue for the periods presented on
page 81. You explain that royalty revenue in the year ended December 31, 2018 "excludes
comparable revenue of $3.5 million earned in the pre-Merger period." We note however
from page 105 that the large increase in royalty revenue during 2019 can be attributed to
Inavir, as such revenues were $3,668,000 in 2019 and $552,000 in the post-Merger period
in 2018, given royalty revenues from Relenza in each of those periods were fairly
consistent, i.e., was $778,000 and $788,000, respectively. Please explain and provide us
with your proposed MD&A disclosures to more clearly disclose the underlying trends
experienced. We further note from the revenue footnotes included in the Forms 10-Q for
the last several quarters that apparently no royalty revenue was earned from Inavir in the

 FirstName LastNameAndrei Floroiu
 Comapany NameVaxart, Inc.
 December 28, 2020 Page 2
 FirstName LastName
Andrei Floroiu
Vaxart, Inc.
December 28, 2020
Page 2
second and third quarters for each of the last three years. Please provide proposed
disclosure to identify the underlying trends, in the context of the disclosure on page 78
that such revenue amounts are "based on fixed percentages of net sales of these drugs".
Form 10-Q for the quarterly period ended June 30, 2020
Management's Discussion and Analysis, page 20
Financial Operations Overview, page 23
2.We note your statement on page 24 that your preclinical research activities in the six
months ended June 30, 2020, have related principally to COVID-19 and to your customer
service contract. We note the table provided on page 79 of the December 31, 2019 Form
10-K and page 22 of the March 31, 2020 Form 10-Q that disaggregates external research
and development expenses by program, including Preclinical research and process
development costs. Please provide a table similar to the one provided on page 79 of your
December 31, 2019 Form 10-K in your future filings as it will help
readers better understand the changes in such expenses and how such changes align with
your focused business and operational activities.  Given your narrative emphasis on your
research activities related to a COVID-19 vaccine, tell us how you considered separately
quantifying the research expenses related to those efforts in your table or related narrative
disclosure.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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September 25, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re: Vaxart, Inc.

Registration Statement on Form S-1 (Registration No. 333-233717), as amended - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), on behalf of and as the representative of the underwriters of the referenced offering, hereby concurs in the request by Vaxart, Inc. that the effective date of the above-referenced registration statement be accelerated to 9:00 A.M. (Eastern Time), or as soon as practicable thereafter, on September 26, 2019, pursuant to Rule 461 under the Securities Act.  Wainwright affirms that it is aware of its and the participating underwriters are aware of their, obligations under the Securities Act in connection with this offering.

Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By:

/s/   Mark W. Viklund

Name:

Mark W. Viklund

Title:

Chief Executive Officer

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September 25, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Tonya K. Aldave

Re:                             Vaxart, Inc.

Registration Statement on Form S-1

290 Utah Ave, Suite 200

South San Francisco, CA 94080

File No. 333-233717

Acceleration Request

Requested Date:      September 26, 2019

Requested Time: 9:00 AM Eastern Daylight Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-233717) (the “Registration Statement”) to become effective on September 26, 2019 at 9:00 a.m. Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.  The Registrant hereby authorizes each of John McKenna and Josh Seidenfeld of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059, or in his absence, Josh Seidenfeld at (650) 843-5862.

Very truly yours,

Vaxart, Inc.

By:

Wouter W. Latour, M.D.

Name: Wouter W. Latour,   M.D.

Title: President and   Chief Executive Officer

cc:                                John T. McKenna, Cooley LLP

Josh Seidenfeld, Cooley LLP

Gary Emmanuel, McDermott Will & Emery LLP

Heidi Steele, McDermott Will & Emery LLP

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September 23, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re: Vaxart, Inc.

Registration Statement on Form S-1 (Registration No. 333-233717), as amended - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), on behalf of and as the representative of the underwriters of the referenced offering, hereby concurs in the request by Vaxart, Inc. that the effective date of the above-referenced registration statement be accelerated to 12:00 P.M. (Eastern Time), or as soon as practicable thereafter, on September 25, 2019, pursuant to Rule 461 under the Securities Act.  Wainwright affirms that it is aware of its and the participating underwriters are aware of their, obligations under the Securities Act in connection with this offering.

Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By:

/s/   Mark W. Viklund

Name:

Mark W. Viklund

Title:

Chief Executive Officer

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September 23, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Tonya K. Aldave

Re:                             Vaxart, Inc.

Registration Statement on Form S-1

290 Utah Ave, Suite 200

South San Francisco, CA 94080

File No. 333-233717

Acceleration Request

Requested Date:      September 25, 2019

Requested Time: 12:00 PM Eastern Daylight Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-233717) (the “Registration Statement”) to become effective on September 25, 2019 at 12:00 p.m. Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.  The Registrant hereby authorizes each of John McKenna and Josh Seidenfeld of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059, or in his absence, Josh Seidenfeld at (650) 843-5862.

Very truly yours,

Vaxart, Inc.

By:

Wouter W. Latour, M.D.

Name: Wouter W. Latour,   M.D.

Title: President and   Chief Executive Officer

cc:                                John T. McKenna, Cooley LLP

Josh Seidenfeld, Cooley LLP

Gary Emmanuel, McDermott Will & Emery LLP

Heidi Steele, McDermott Will & Emery LLP

September 18, 2019
Wouter Latour
Chief Executive Officer
Vaxart, Inc.
290 Utah Ave, Ste. 200
South San Francisco, CA 94080
Re:Vaxart, Inc.
Registration Statement on Form S-1
Filed September 11, 2019
File No. 333-233717
Dear Dr. Latour:
            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 Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       John T. McKenna, Esq.

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April 8, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Donald Field

Re:

Vaxart, Inc.

Registration Statement on Form S-1

290 Utah Ave, Suite 200

South San Francisco, CA 94080

File No. 333-229536

Acceleration Request

Requested Date: April 8, 2019

Requested Time: 5:00 PM Eastern Daylight Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-229536) (the “Registration Statement”) to become effective on April 8, 2019 at 5:00 p.m. Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.  The Registrant hereby authorizes each of John McKenna and Josh Seidenfeld of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059, or in his absence, Josh Seidenfeld at (650) 843-5862.

Very truly yours,

Vaxart, Inc.

By:

/s/ Wouter W. Latour,   M.D.

Name:

Wouter W. Latour, M.D.

Title:

Chief Executive Officer

cc:

John T. McKenna, Cooley LLP

Josh Seidenfeld, Cooley LLP

Gary Emmanuel, McDermott Will & Emery LLP

Heidi Steele, McDermott Will & Emery LLP

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April 8, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re: Vaxart, Inc.

Registration Statement on Form S-1 (Registration No. 333- 229536), as amended - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”),  on behalf of and as the representative of the underwriters of the referenced offering, hereby concurs in the request by Vaxart, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 P.M. (Eastern Time), or as soon as practicable thereafter, on April 8, 2019, pursuant to Rule 461 under the Securities Act.  Wainwright affirms that it is aware of its, and the participating underwriters are aware of their, obligations under the Securities Act in connection with this offering.

Very truly yours,

H.C. WAINWRIGHT & CO.,   LLC

By:

/S/ EDWARD D. SILVERA

Name:  Edward D.   Silvera

Title:      Chief Operating Officer

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1
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CORRESP

 March 14, 2019

 Via EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

 Donald Field

 Re:

 Vaxart, Inc.

 Registration Statement on Form S-3

 290 Utah Ave, Suite 200

 South San Francisco, CA 94080

 File No. 333-228910

 Acceleration Request

 Requested Date:

 March 15, 2019

 Requested Time: 3:00 PM Eastern Daylight Savings Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-228910) (the “Registration Statement”) to become effective on March 15, 2019 at 3:00 p.m. Eastern Daylight Savings Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of John McKenna and Josh Seidenfeld of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with John McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059, or in his absence, Josh Seidenfeld at (650) 843-5862.

 Very truly yours,

 Vaxart, Inc.

 By:/S/  WOUTER W. LATOUR, M.D.

 Name: Wouter W. Latour, M.D.

 Title:  Chief Executive Officer

 cc:

 John T. McKenna, Cooley LLP

 Josh Seidenfeld, Cooley LLP

February 14, 2019
Wouter W. Latour
Chief Executive Officer
Vaxart, Inc.
290 Utah Ave, Suite 200
South San Francisco, CA 94080
Re:Vaxart, Inc.
Registration Statement on Form S-1
Filed February 6, 2019
File No. 333-229536
Dear Mr. Latour:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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Company Acceleration Request
December 27, 2018

 Via EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:       Donald Field

                Justin Dobbie

 Re:         Vaxart, Inc.

 Registration Statement on Form S-3

 290 Utah Ave, Suite 200

 South San Francisco, CA 94080

               File No. 333-228910

 Acceleration Request

               Requested Date:  December 28, 2018

 Requested Time: 4:00 PM Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-228910) (the “Registration Statement”) to become effective on December 28, 2018 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.  The Registrant hereby authorizes each of John McKenna and Josh Seidenfeld of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with John McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059, or in his absence, Josh Seidenfeld at (650) 843-5862.

 Very truly yours,

 Vaxart, Inc.

 By:/s/ Wouter W. Latour, M.D.

 Name: Wouter W. Latour, M.D.

 Title:  Chief Executive Officer

 cc:           John T. McKenna, Cooley LLP

                 Josh Seidenfeld, Cooley LLP

December 21, 2018
Wouter W. Latour
Chief Executive Officer
Vaxart, Inc.
290 Utah Ave
Suite 200
South San Francisco, CA 94080
Re:Vaxart, Inc.
Registration Statement on Form S-3
Filed December 20, 2018
File No. 333-228910
Dear Mr. Latour:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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	avir20180209_corresp.htm

			1095 Avenue of the Americas

			New York, NY 10036-6797

			+1 212 698 3500 Main

			+1 212 698 3599 Fax

			www.dechert.com

			DAVID S. ROSENTHAL

			david.rosenthal@dechert.com

			+1 212 698 3616 Direct

			+1 212 698 0416 Fax

February 8, 2018

VIA EDGAR AND EMAIL

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tina Chalk

			Re:

			Aviragen Therapeutics, Inc. Special Meeting, Scheduled for February 9, 2018

Dear Ms. Chalk:

I am writing in response to the questions you posed this afternoon in telephone calls to me and my colleague regarding Amendment No. 1, dated February 7, 2018 (the “Amendment”), to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of October 27, 2017, by and among Aviragen Therapeutics, Inc. (“Aviragen” or the “Company”), Vaxart, Inc. (“Vaxart”) and Agora Merger Sub, Inc. (“Merger Sub”). Capitalized terms used herein but not defined shall have the meanings assigned to them in the Merger Agreement.

			1.

			Adequacy of Dissemination and Timing of Notice

Regarding your question as to whether the dissemination and timing of the Company’s notice of the Amendment to stockholders was adequate, we respectfully assert that it was, based on the substance of the amendment, the method of dissemination and the lack of statutory requirements.

			a.

			Substance of the Amendment

The Amendment did not fundamentally change what the Aviragen stockholders are asked to vote upon at the Special Meeting of stockholders, scheduled to reconvene at 12:00 p.m. on February 9, 2018. Aviragen stockholders are being asked to approve the issuance of shares of Aviragen common stock pursuant to the Merger Agreement, in connection with the NASDAQ Listing Rule requiring stockholder approval of any transaction that results in the issuance of more than 20% of the shares of the company. The Amendment only serves to reduce the number of shares being issued to effect the Merger and thus provide Aviragen’s stockholders, in the aggregate, with a larger, though still non-controlling, stake in the Company post-closing. The Amendment does not impact the post-closing control of Aviragen, the former Vaxart stockholders’ or Aviragen stockholders’ representation on the post-closing Board or the post-closing financial statements or balance sheet of Aviragen (other than to have fewer shares outstanding than contemplated under the terms of the original Merger Agreement). Furthermore, pursuant to Delaware law, the Aviragen stockholders are not being asked to vote on the adoption of the Merger Agreement or the approval Merger itself because Aviragen is not a constituent corporation to the Merger; only the stockholders of Vaxart and Merger Sub, as the constituent corporations to the Merger, are required to vote on the adoption of the Merger Agreement and the approval of the Merger.

Confidential Treatment Requested By

Aviragen Therapeutics, Inc.

			Division of Corporation Finance

			February 8, 2018

			Page 2

			b.

			Method of Dissemination

Upon executing the Amendment on February 7, 2018, Aviragen issued a joint press release with Vaxart describing the Amendment and filed a Form 8-K with the SEC, including copies of both the Amendment and the joint press release. The Form 8-K indicated that it was also a written communications pursuant to Rule 425 under the Securities Act. The Form 8-K and press release were also posted on the Investors section of Aviragen’s website.1 Aviragen’s stockholders were therefore provided with information about the Amendment as soon as possible. Aviragen was also of the view that it was unlikely that any stockholder who had voted in favor of the proposals relating to the Merger (including the approval of the issuance of additional shares and the reverse stock split proposal) prior to the Amendment would now vote against those matters, given that the Amendment resulted in the Aviragen stockholders experiencing less dilution as a result of the Merger than was originally agreed. Accordingly, Aviragen was of the view that it would be highly improbable that a stockholder who had submitted a proxy to vote in favor of the proposals relating to the Merger would now revoke that proxy and submit a proxy abstaining from voting on or voting against the proposals.

In response to your point that there was no indication in Aviragen’s February 6, 2018 press release that there were ongoing negotiations with large stockholders or potential changes in terms forthcoming, any such disclosure would have been materially misleading. At the time of the release and until the Amendment was signed, Aviragen’s Board and management did not have any discussions with SC Fundamental and could have only reported second-hand knowledge. Furthermore, at the time of the February 6, 2018 press release, there was no agreement that SC Fundamental or any other stockholder may change its vote.

Despite our view that the Amendment does not represent a fundamental change and that the stockholders have been given notice of this improvement to their position, Aviragen will postpone the Special Meeting until February 13, 2018 in order to give the stockholders additional time to digest the information and to be informed that the stockholder group that opposed the transaction has now agreed to support it.

			1
			The Form 8-K can be found at:

			http://investors.aviragentherapeutics.com/secfiling.cfm?filingID=1437749-18-1951&CIK=72444 and the press release can be found at: http://investors.aviragentherapeutics.com/releasedetail.cfm?ReleaseID=1056745.

Confidential Treatment Requested By

Aviragen Therapeutics, Inc.

			Division of Corporation Finance

			February 8, 2018

			Page 3

			c.

			Statutory Requirements

As noted during our call, we have been working with Delaware counsel over the course of our representation of Aviragen. In consultation with Delaware counsel, we have determined, based on Section 222(c) of the DGCL, there is no requirement to provide a new notice of the Special Meeting to the Aviragen stockholders, given that notice of the Special Meeting as originally called was given in accordance with the DGCL, that the Special Meeting was not adjourned for more than 30 days, that no new record date was fixed for the Special Meeting, and that the date, time and place of adjourned meeting were announced at the Special Meeting as originally called.

In addition, given that the Amendment does not adversely affect Aviragen stockholders and that stockholders were notified of the Amendment by means of a public announcement as soon as possible after it was adopted, we believe that Aviragen stockholders will have sufficient time to assess the Amendment. As a result, we believe that Aviragen stockholders received adequate notice of the Amendment in advance of the Special Meeting.

			2.

			Adequacy of the Received Proxies

Regarding your question of whether the proxies already received can be used to vote on the Merger Agreement as amended by the Amendment, these proxies can be used. As you noted, the proxy card does not specifically state that the Merger Agreement can be amended in advance of the Special Meeting, but the Merger Agreement itself provides that amendments can be made, and the Amendment followed the procedure established in the Merger Agreement and Delaware law. We refer you to page 115 of the prospectus, which reads in part: “The Merger Agreement may be amended by the parties at any time, except that after the Merger Agreement has been adopted and approved by the stockholders of Aviragen or Vaxart, no amendment which by law requires further approval by the stockholders of Aviragen or Vaxart, as the case may be, shall be made without such further approval” (emphasis added). Therefore, stockholders who previously provided their proxies were aware that the Merger Agreement could be amended prior to the Special Meeting.

Confidential Treatment Requested By

Aviragen Therapeutics, Inc.

			Division of Corporation Finance

			February 8, 2018

			Page 4

We appreciate the Staff’s willingness to consider our responses. If you have any questions, please feel free to contact me at (212) 698-3616.

			Sincerely,

			/s/ David S. Rosenthal

			David S. Rosenthal

			DSR

Confidential Treatment Requested By

Aviragen Therapeutics, Inc.

January 17 , 2018

Via E -Mail

Andrew Freedman
Olshan, From & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022

Re: Aviragen Therapeutics, Inc.
 PREC14A  filed on January  12, 2018
  Filed by Digirad Corporation et al.
File No. 1-35285

Dear Mr. Freedman:

The Office of Mergers and Acquisitions has conducted a limited review of the filing
listed above. Our comments follow. All defined terms have the same meaning as in the proxy
statement listed above .

Please respond to this letter by revis ing your filing, by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not belie ve an amendment is
appropriate, please tell us why in your response.

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

Preliminary Proxy Statement  filed on January 12, 2018

General

1. All statements of opinion or belief should be clearly  presented as such  rather than as
statemen ts of fact .  Some examples of disclosure that should be modified accordingly
include the following statements:

Andrew Freedman , Esq.
Olshan, Frome & Wolosky LLP
January 17, 2018
Page 2

 “Aviragen Management has a track record of value destru ction and the Board
has failed to take appropria te actions and should be held
accountable. ” (page 9)

 “The tremendous failure of Ianinamivir and the BARDA contract necessitated
CEO Plumb ’s departure  from the CEO role. ” (page 11)

 “The incumbent Board has overseen this sign ificant destruction of stockholder
value  and have failed to take approp riate steps to remedy the probl ems that
plague the Company. ” (page 11)

Reasons for our  Solicitation , page 9

2. We note that in multiple contacts with the Company within the last year, the
participants in this soli citation advocated for the liquidation of the Company.   Please
discuss wh ether this is something you will continue to pursue if this solicitation I
successful and the merger with Vaxart is not consummated as a result.

The Proposed Merger is Not in the Best Intere sts of the Company and its Stockholders for
Numerous Reasons , page 11

3. Clarify what you me an by the statement that “[b]ased on the disclosures by the
Company in the Avir agen Merger Proxy Statement regarding the process employed
by the Board, we believe the  Company failed to properly consider th e relative
benefits of alternative propo sals or avenues for returning value to stockholde rs.”

4. Explain what you mean by the reference to a “double -trigger payment ” in the last
paragraph on page 11.

Form of Proxy

5. Revise the reference to discretionary authority on the form of proxy , consistent with
the disclosure at the bottom of page 6 of the proxy statement ( with the reference to
matters no t known to CAS Group a reasonable time before the solicitation).   See Rule
14a-4(c).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes t he information the Securities Exchange Act of
1934 and all applicable Exchange Act ru les require.   Since the participants in this solicitation  are
in possession of all facts relating to their disclosure, they are  responsible for the accuracy and
adequacy of the di sclosures made.

Andrew Freedman , Esq.
Olshan, Frome & Wolosky LLP
January 17, 2018
Page 3

Andrew Freedman , Esq.
Olshan, Frome & Wolosky LLP
January 17, 2018
Page 4

If you have any questions regardin g these comments or your filing  in general, please feel
free to contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

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AVIRAGEN THERAPEUTICS, INC.

2500 Northwinds Parkway

Suite 100

Alpharetta, GA 30009

December 28, 2017

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ada D. Sarmento

			Re:

			Acceleration Request of Aviragen Therapeutics, Inc.

			Registration Statement on Form S-4

			(File No. 333-222009)

			Originally filed on December 12, 2017, as amended

Ladies and Gentlemen:

Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Aviragen Therapeutics, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-4 to become effective on Friday, December 29, 2017, at 3:00 p.m., Eastern Time, or as soon thereafter as practicable.

The Registrant requests that it be notified of such effectiveness by a telephone call to David Rosenthal, Esq. of Dechert LLP, counsel to the Registrant, at (212) 698-3616 or by an email to david.rosenthal@dechert.com.

Thank you for your assistance. If you should have any questions, please contact Mr. Rosenthal at (212) 698-3616.

			Very truly yours,

			 /s/ Joseph M. Patti

			Joseph M. Patti, Ph.D.

			Chief Executive Officer

December 19, 2017
Joseph M. Patti, Ph.D.
Chief Executive Officer
Aviragen Therapeutics, Inc.
2500 Northwinds Parkway, Suite 100
Alpharetta, Georgia 30009
Aviragen Therapeutics, Inc.
Registration Statement on Form S-4
Filed December 12, 2017
File No. 333-222009Re:
Dear Mr. Patti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: David S. Rosenthal, Esq.

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July 13, 2015

VIA EDGAR SUBMISSION

Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.  20549

Re:    Biota Pharmaceuticals, Inc.

Registration Statement on Form S-3 (File No. 333-205272)

Dear Mr. Riedler:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Biota Pharmaceuticals, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) be accelerated so the Registration Statement will become effective as of 3:00PM Eastern Time on July 15, 2015, or as soon thereafter as practicable.

The Company hereby acknowledges that:

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

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

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

If you have any questions, or if you require additional information, please do not hesitate to contact me at (212) 698-3616.

Sincerely,

Biota Pharmaceuticals, Inc.

/s/ Joseph Patti

Name: Joseph Patti

Title: Chief Executive Officer

Cc: David S. Rosenthal, Dechert LLP

July 10 , 2015

Via E -mail
Joseph M. Patti
Chief Executive Officer
Biota Pharmaceuticals, Inc.
2500 Northwinds Parkway, Suite 100
Alpharetta, GA 30009

Re: Biota Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  June 26 , 2015
  File No.  333-205272

Dear Mr. Patti :

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.

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Joseph M. Patti
Biota Pharmaceuticals, Inc.
July 10 , 2015
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities u nder
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 Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Jeffrey P. Riedl er

Jeffrey P. Riedler
Assistant Director

cc:  Via E -mail
David S. Rosenthal
Dechert  LLP

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October 16, 2013

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-4561

Attn:     Mr. Jeffrey P. Riedler, Assistant Director

Re:         Biota Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-190594

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Biota Pharmaceuticals, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Standard Time, on Thursday, October 17, 2013, or as soon thereafter as practicable.

The Company acknowledges that:

●

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

●

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

●

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

Please contact Michael S. Kagnoff of DLA Piper LLP (US) with any questions or comments at (858) 638-6722. Thank you for your assistance with this filing.

Very truly yours,

Biota Pharmaceuticals, Inc.

By:       /s/ Russell H. Plumb

Name:  Russell H. Plumb

Title:    President and Chief Executive Officer

August 22, 2013

Via E -mail
Mr. Russell H. Plumb
President and Chief Executive Officer
Biota Pharmaceuticals, Inc.
2500 Northwinds Parkway, Suite 100
Alpharetta, GA 30009

Re: Biota Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  August 13, 2013
  File No.  333-190594

Dear Mr. Plumb:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

1. Please provide the signature of your corporate controller and principal accounting officer,
Ronal d Kocak.

2. Please amend your registration statement to provide audited financial statements for the
fiscal year ended Ju ne 30, 2013 pursuant to Rule 3 -12(b) of Regulation S -X.

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 applica ble Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

Russell H. Plumb
Biota Pharmaceuticals, Inc.
August  22, 2013
Page 2

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

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

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registra tion statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Johnny Gharib at (202) 551 -3170, Daniel Greenspan at (202) 551 -3623 or
me at (202) 551 -3715  with any  questions.

Sincerely,

 /s/ Daniel  Greenspan  for

 Jeffrey P. Riedler
Assistant Director

CORRESP
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Response Letter

 Hogan Lovells US LLP

Columbia Square

 555 Thirteenth Street,
NW

 Washington, DC 20004

 T +1 202 637
5600

 F +1 202 637 5910

www.hoganlovells.com

 September 7, 2012

 VIA EDGAR

 David L. Orlic, Esq.

 Special Counsel

 Office of Mergers and Acquisitions

Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F. Street N.E.

 Washington, D.C. 20549

Re:
Nabi Biopharmaceuticals

Definitive Additional Proxy Soliciting Materials

Filed August 23, 2012

File No. 001-35285

 Dear Mr. Orlic:

 We are in receipt of the letter dated August 27, 2012 from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), pursuant to which the Staff commented on the Definitive Additional Proxy Soliciting Materials (the “Definitive Additional Materials”) filed with the Commission on
August 23, 2012 by Nabi Biopharmaceuticals, a Delaware corporation (the “Company”). The responses of the Company to the comments of the Staff are set forth below. For your convenience, each of the Staff’s comments is
repeated below in bold and italics immediately preceding the corresponding response.

 1. On page 80 of the merger proxy you estimate
liquidation expenses of $13.5 million to make provision for existing and known potential claims and liabilities. Please provide us with a reasonably itemized statement of these estimated liquidation expenses.

Response:

 The requested itemized
statement of estimated liquidation expenses from the Company is attached hereto as Annex A.

 2. In two contexts you cite
Mangrove’s decision to tender its shares in the issuer tender offer that was completed on July 30, 2012 and the company’s resulting purchase of 2.74 million of Mangrove’s outstanding shares. In each context, please revise
your disclosure to explicitly

 Hogan Lovells US LLP is a limited liability partnership registered in the District
of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Abu Dhabi Alicante Amsterdam Baltimore Beijing Berlin Brussels Caracas Colorado
Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore
Tokyo Ulaanbaatar Warsaw Washington DC Associated offices: Budapest Jeddah Riyadh Zagreb. For more information see www.hoganlovells.com

- 2 -

September 7, 2012

 provide the full context for such statements
and, rather than implying a particular conclusion, clearly state your beliefs and conclusions with respect to Mangrove’s decision to tender its shares at the price that it specified. We note that Mangrove’s price election may have
reflected its views as to whether the merger was likely to be approved by other shareholders.

 Response:

The Company acknowledges the Staff’s comment but believes that, in the first “context,” the Definitive Additional Materials simply recite
two facts to stockholders which a reasonable investor may find material in making its voting decision: first, the belief of Mangrove Partners Fund, L.P. (“Mangrove”), as stated in its definitive proxy materials, that
“stockholders can receive a minimum of $1.87 per share [of Company common stock] through an orderly liquidation,” and second, that Mangrove elected to sell 2.74 million of its shares of Company common stock in the Company’s
issuer tender offer at $1.68 per share (a price that was not even at the top of the price range provided for in the issuer tender offer) after tendering its entire ownership position at that price.

The Company submits that by stating this information, which had previously been disclosed, in the Definitive Additional Materials, the Company was not
attempting to imply any particular conclusion with regard thereto. Moreover, the Company has not arrived at a particular conclusion or belief with respect to these two facts, other than that a sale by Mangrove of its Company shares at $1.68 per
share is seemingly inconsistent with the minimum return per share of $1.87 that Mangrove stated it believed could be obtained in an orderly liquidation.

 The Company is certainly aware that an investor may contemplate that Mangrove’s decision to tender its shares at a price lower than the minimum liquidation value Mangrove stated it believed could be
obtained in an orderly liquidation may be based on Mangrove’s views as to whether the business combination is likely to be approved by the Company’s stockholders. However, the Company is also fully aware that Note d. to Rule 14a-9
prohibits the Company from making claims prior to a stockholder meeting regarding the results of a solicitation. Consequently, the Company purposefully did not express or intend to imply any conclusion in the Definitive Additional Materials
regarding the possible rationale of Mangrove for its decision to sell its Company shares at a price below the minimum liquidation value Mangrove stated it believed could be obtained in an orderly liquidation. Further, the Company purposefully did
not speculate as to the motives or rationale of Mangrove for any of its actions.

 However, to the extent the Staff believes it is appropriate,
the Company is willing to revise the Definitive Additional Materials as follows to disclose the Company’s views with respect to the apparent inconsistency between Mangrove’s statements and its actions:

Nabi believes that Mangrove’s position that stockholders could receive a “minimum of $1.87 per share” in an orderly
liquidation, and Mangrove’s decision to tender all of its shares into the issuer tender offer at $1.68 per share (a bid price that was not even at the top of the range provided in the issuer tender offer), appear inconsistent. Nabi believes
that stockholders may wish to ask Mangrove to explain the apparent inconsistency between Mangrove’s statements and its actions.

 The
Company believes the same analysis applies with respect to the second “context” in the Definitive Additional Materials and, to the extent the Staff believes it is appropriate, is willing to revise the Definitive Additional Materials in the
same manner as set forth above.

- 3 -

September 7, 2012

 3. Please provide support for your statement
that Biota’s shares are “undervalued and thinly traded on the ASX.”

 Response:

The Company acknowledges the Staff’s comment. The Company believes that its statement that the shares of Biota Holdings Limited
(“Biota”) are thinly traded on the Australian Securities Exchange (the “ASX”) is fully supported by the historic trading volume in Biota’s shares. The average daily trading volume for Biota’s shares on the
ASX during the 90 trading days ending on Friday, April 20, 2012, the last trading day prior to the announcement of the proposed business combination, was 227,000 shares. By comparison, the average daily trading volume of the 100 largest
companies listed on the ASX during the same period was 4.31 million shares and the average daily trading volume of all of the companies listed on the ASX during the same period was 1.03 million shares, or more than five times the average
daily trading volume of Biota’s shares during the same period. Moreover, the average daily trading volume of the 100 largest companies listed on the NASDAQ Global Select Market during the same period was 7.39 million shares and the average
daily trading volume of all of the companies listed on the NASDAQ Global Select Market during the same period was 1.09 million shares, again more than five times the average daily trading volume of Biota’s shares during the same period.
Therefore, given the foregoing comparative analysis, and specifically the fact that the average daily trading volume of Biota’s shares during the 90 trading days ending on Friday, April 20, 2012 was less than one-fifth of the average daily
trading volume of all of the companies listed on the ASX, the Company believes that it is reasonable to characterize Biota’s shares as “thinly traded.” 1/

 The belief expressed in the statement that both “Biota’s and Nabi’s boards of directors believe that Biota’s assets are not being fully valued by the Australian capital markets and
would be more appropriately valued in the US capital markets” is based on several factors. First, the U.S. capital markets are far larger and far more liquid than the Australian capital markets, including with respect to healthcare and biotech
companies. In particular, the aggregate market capitalization of publicly traded biotech companies in the U.S. capital markets is approximately $361.3 billion, which represents approximately 25% of the aggregate market capitalization of all of the
companies listed on the ASX. Investors participating in the U.S. healthcare capital markets are numerous, highly experienced and highly sophisticated, with more than 200 funds specializing in and focusing on the healthcare industry, including the
biotech industry. The Australian biotech capital markets, on the other hand, constitute only a fraction of the U.S. biotech capital markets in terms of market depth, with a comparatively small number of funds focusing on the biotech industry, and
therefore offer only limited opportunities for investor participation and involvement and for companies to raise capital.

 Moreover,
Biota’s contract with the U.S. Office of Biomedical Advanced Research and Development Authority (“BARDA”), one of Biota’s most significant assets, is part of a U.S. government financed program and subject to U.S.
government contracts law, and is thus very similar to other U.S. government programs and contracts involving U.S. public companies that are regularly analyzed and assessed by the U.S. investment community. Specifically, the BARDA contract’s key
milestones will be achieved within the U.S. and a major potential end customer is the U.S. government. The Company therefore believes that the value of the BARDA contract is likely most easily understood, evaluated and assessed by U.S. investors,
analysts and fund managers with experience in these U.S. government contract matters.

1/
The statistical information set forth in the first two paragraphs of this section is based on the information from S&P Capital IQ, Ipreo Holdings LLC, the NASDAQ
Global Select Market and the ASX.

- 4 -

September 7, 2012

 As a result, given the size, scope, breadth and
sophistication of the U.S. biotech capital markets, as well as the fact that one of Biota’s most significant assets is directly connected to the U.S., the Company believes it is reasonable for the boards of directors of Biota and the Company to
conclude that U.S. investors, analysts and fund managers would be in a better position than their Australian counterparts to understand Biota’s business and its prospects and thus value Biota’s assets in a manner that the Australian
capital markets may not.

 *    *    *    *    *

 We have been authorized by the Company to advise you that the Company hereby acknowledges the following:

•

 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 action with respect to the filing;
and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Please contact the undersigned at (202) 637-5945 or Eun Ah Choi at (202) 637-3622 for any
further comments or clarifications. We thank you in advance for your customary courtesy.

 Sincerely,

/s/ Joseph E. Gilligan

 Joseph E. Gilligan

 Partner

 Hogan Lovells US LLP

cc:
Raafat E.F. Fahim, Ph.D.

 Nabi Biopharmaceuticals

 Eun Ah Choi, Esq.

Hogan Lovells US LLP

 Annex A

 Itemized Statement of Estimated Liquidation Expenses

 Change of Control Payments:

 Officers

$
5,211,899

 Employees

691,388

 2012 bonus (officers only)

411,789

 Total Change of Control Payments

6,315,075

 Other:

 Employer’s 401(k) match

100,000

 Accrued bonus (non-officers)

100,000

 Paid leave bank (paid time-off)

100,000

 Commercial manufacturing agreement between Nabi
Biopharmaceuticals and Diosynth RTP Inc.— cancellation
fee

500,000

 Maastricht UMC research agreement—clinical trial 4508 final
installment

300,000

 GSK account balance (service related refund)

100,000

 Accrued accounting, Delaware franchise tax, etc.

100,000

 Third party transaction costs (including NASDAQ initial listing fees,
tender offer, solicitation, proxy printing and mailing
fees, etc.)

850,000

 Legal fees

800,000

 Contingent liabilities (insurance deductible $500,000, storage, etc.)

1,300,000

4,250,000

 Three Year Estimated Operating Expenses

A/    3,000,000

 Total Estimated Liquidation Expenses

$
13,565,075

 Rounded Down (in millions)

$
13.5

A/
Includes estimated operating expenses for three years following the stockholders’ approval of a plan of liquidation and dissolution and the filing of a certificate
of dissolution with the Secretary of State of the State of Delaware.

August 2 9, 2012

Via E -mail
Nathaniel August
Director
Mangrove Partners
10 East 53rd Street, 31st Floor
New York , NY 10022

Re: Nabi Biopharmaceuticals
 Definitive Additional Proxy Soliciting Materials
Filed August 16 , 2012  by The Mangrove Partners Fund, L.P., et al.
File No. 001 -35285

Dear Mr. August :

We have reviewed your response filed August 27, 2012  and have the following comment .
Please revise your filing and future filings as appropriate.

1. The analysis you provided in response to our prior comment 2 does not support your
statement that “the majority of the $13.5 million in liquidating costs that are assumed in
the $1.87 liquidation value is comprised of severa nce payments, change of control
benefits, and special bonuses to Nabi’s executives.”  Accordingly, please provide further
factual analysis supporting this statement or confirm that you will refrain from making
similar statements in future filings.  Further more, please provide additional support for
your interpretation of the severance agreements with Drs. Kessler and Kalnik.  You seem
to be stating in your response that these payments will not be payable in a liquidation,
given that these persons have now been terminated in connection with a merger
transaction, but the operative analysis would appear to be whether those payments would
have been payable if a liquidation had been approved instead of  a merger transaction.
Since this matter appears to be central to your opposition to the transaction, please timely
revise your solicitation materials to address this, if the severance agreements  provide for
these payments in either context .

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 Se curities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they  have made.

Nathaniel August
Mangrove Partners
August 29, 2012
Page 2

 Please contact Karen Ubell, Staff Attorney, at (202) 551 -3873  or me at (202) 551 -3503
with any questions.

Sincerely,

 /s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Via E -mail
Steve Wolosky
Olshan Frome Wolosky LLP

August 27, 2012

Via E -mail
Raafat E.F. Fahim, Ph.D.
Nabi Biopharmaceuticals
12270 Wilkins Avenue
Rockville, MD  20852

Re: Nabi Biopharmaceuticals
 Definitive Additional Proxy Soliciting Materials
Filed August 23, 2012
File No. 001 -35285

Dear Dr. Fahim :

We have reviewed your  filing and have  the following comments.  Please revise your
filing and future filings as appropriate.

1. On page 80 of the merger proxy  you estimate liquidation expenses of $13.5 million to
make provision for existing and known potential claims and liabilities. Please provide us
with a reasonably itemized statement of these estimated liquidation expenses.

2. In two contexts you cite Mangrove’s decision to tender its shares in the issuer tender
offer that was completed on July 30, 2012 and the company’s resulting purchase of 2.74
million of Mangrove’s outstanding shares.  In each context, please revise your disclosure
to explicitly pro vide the full context for such statements and, rather than implying a
particular conclusion, clearly state your beliefs and conclusions with respect to
Mangrove’s decision to tender its shares at the price that it specified.  We note that
Mangrove’s price election may have reflected its views as to whether the merger was
likely to be approved by other shareholders.

3. Please provide support for your statement that Biota’s shares a re “undervalued and thinly
traded on the ASX.”

We urge all persons who are res ponsible 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 po ssession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Raafat E.F. Fahim, Ph.D.
Nabi Biopharmaceuticals
August 27, 2012
Page 2

 Please contact Karen Ubell, Staff Attorney, at (202) 551 -3873  or me at (202) 551 -3503
with any questions.

Sincerely,

 /s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Via E -mail
Joseph E. Gilligan, Esq.
 Hogan Lovells US LLP

August 20 , 2012

Via E -mail
Nathaniel August
Director
Mangrove Partners
10 East 53rd Street, 31st Floor
New York , NY 10022

Re: Nabi Biopharmaceuticals
 Definitive Additional Proxy Soliciting Materials
Filed August 16 , 2012  by The Mangrove Partners Fund, L.P., et al.
File No. 001 -35285

Dear Mr. August :

We have reviewed your filing an d have the following comments.  Please revise your
filing and future filings as appropriate.

General

1. Avoid issuing statements that directly or indirectly impugn character, integrity or
personal reputation or make charges of illegal, improper or immoral conduct without
factual foundation.  Please note that the factual foundation for such assertions must be
reasonable.  Refer to Note (b) of Rule 14a -9.  Please provide us with the factual
foundati on for the following disclosure (emphasis added) :

 “We question who benefits from the proposed Transaction and can only come
to the conclusion that  the Transaction is for the benefit of Nabi’s insiders .”

 “It is clear  to us that both the Board and management of Nabi have failed.   It
appears that to save face and enrich themselves , they are now pushing to get
an ill -conceived transaction completed.”

 “…it is clear that the Transaction is really in the best interest of management ”

 “Mangrove Partners believes this amounts to a special favor  to the top two
executives of Nabi for delivering a favorable deal to Biota.”

Further, please confirm that in fut ure communications filed under cover of Schedule 14A
you will disclose the factual foundation for or refrain from including similar assertions.

Nathaniel August
Mangrove Partners
August 20, 2012
Page 2

 2. We note your statement that the primary purpose of the merger is  to secure substantial
payments in the form of change of control benefits for Nabi’s executives .  However,
certain of the severance agreements appear to provide that a liquidation or dissolution of
the company approved by the shareholders in accordance wit h Delaware law would also
qualify as a change of control.  Please provide your analysis.

3. Please provide support for your statement that Biota has lost money for the past two
years.

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 compa ny 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.

Please contact Karen Ubell, Staff Attorney, at (202) 551 -3873  or me at (202) 5 51-3503
with any questions.

Sincerely,

 /s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Steve Wolosky
Olshan Frome Wolosky LLP
swolosky@olshanlaw.com

July 18, 2012
 Via E-mail

Nathaniel August Director Mangrove Partners 10 East 53rd Street, 31st Floor New York, NY 10022
Re: Nabi Biopharmaceuticals
 Preliminary Proxy Statement on Schedule 14A
Filed July 13, 2012 by The Mangrove Partners Fund, L.P., et al. File No. 001-35285

Dear Mr. August:
 We have reviewed your filing and have the following comments.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

General

1. In light of the pending tender offer by the company, please update your disclosure to
advise stockholders that shares that are te ndered and accepted in the tender offer cannot
be voted at the special meeting.

2. To the extent applicable, please revise  your disclosure to provide a background
discussion of any communications between Mangrove Partners and the company.

Proposal No. 1, page 5
A Better Alternative Exists for Maximizing Shareholder Value, page 6

3. We note your estimate of cash per share, cash  burn and assets avai lable for liquidation.
Please advise us as to whether you consid ered the effects of the company’s pending
tender offer, particularly the reduction in cash of up to $23 million, on your estimates of cash per share and estimated liquidation value.  Please further advise us as to whether or
how the pending tender offer influenced your recommendation with respect to voting for

Nathaniel August Mangrove Partners July 18, 2012 Page 2

 the proposed Transaction.  Consider including updated or additional disclosure in this
regard.
4. Please provide additional information to s upport your opinion that there has been a
substantial change in Nabi’s investor base  and that current stoc kholders’ main objective
is to have Nabi’s substantial cash holdings efficiently returned to them.
Mangrove Partners believes that there are effici ent way to structure a wind-down outside of a
formal Delaware liquidation, page 7

5. Please revise your disclosure to clarify th at the company’s proposed liquidation will not
require shareholders to wait three years before receiving any liquidating dividend or
distribution of assets in light of the company’s stated intent to pay an initial or interim
liquidating distribution.
 Certain Information Regarding Nabi a nd the Proposed Transaction, page 15

6. You refer security holders to information that will be cont ained in the company’s proxy
statement for the special meeting. We presum e that you are relying upon Rule 14a-5(c) to
refer to this information. If so, please note that we believe that reliance upon Rule 14a-
5(c) before the company distributes the in formation to security holders would be
inappropriate. Alternatively, if you disseminate your proxy statement before distribution
of the company’s proxy statement, you must pr ovide the omitted information to security
holders in your own proxy statement. Please confirm your understanding in your
response letter.
 Solicitation of Proxies, page 19

7. Please revise your disclosure to differenti ate between the “Mangrove Partners,” as you
have defined such term on page 1, that are conducting the solicitation and the “Group,” as
you have defined such term under “Other Participant Information” on page 19.
8. You state on page 19 that proxies may be solicited by mail, facsimile, telephone,
telegraph, in person and by advertisements.  Please confirm your understanding that all
written soliciting materials, including as scri pts to be used in soliciting proxies over the
telephone, must be filed under cover of Schedul e 14A.  Refer to Rule 14a-6(b) and (c).

9. Please revise to fill in the blanks on page 19 regarding estimated aggregate expenses and
expenses incurred to date.
 Form of Proxy

10. Please mark your form of proxy “Preliminary Copy.”  See Rule 14a-6(e)(1).

Nathaniel August Mangrove Partners July 18, 2012 Page 3

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the filing persons are in possession of
all facts relating to  their disclosure, they are responsible  for the accuracy and adequacy of the
disclosures they have made.
 In responding to our comments, please pr ovide a written statement from each filing
person acknowledging that:
 the filing person is responsible for the adequ acy and accuracy of the disclosure in the
filing;

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

 the filing person may not assert staff comment s as a defense in any proceeding initiated
by the Commission or any person under the fede ral securities laws of the United States.

Please contact Karen Ubell, Staff Attorne y, at (202) 551-3873 or me at (202) 551-3503
with any questions.
Sincerely,
   /s/ David L. Orlic

David L. Orlic Special Counsel Office of Mergers and Acquisitions
cc: Steve Wolosky
Olshan Frome Wolosky LLP swolosky@olshanlaw.com

CORRESP
1
filename1.htm

Letter to the SEC

 Hogan Lovells US LLP

 Columbia Square

 555 Thirteenth Street, NW

Washington, DC 20004

 T +1 202 637 5600

 F +1 202 637 5910

www.hoganlovells.com

 July 16, 2012

 VIA EDGAR

 Mr. David L. Orlic

Special Counsel

 Office of Mergers and
Acquisitions

 United States Securities and Exchange Commission

 100 F. Street N.E.

 Washington, D.C. 20549-3628

Re:
Nabi Biopharmaceuticals

Schedule TO-I

Filed on July 2, 2012

File No. 005-31596

 Dear Mr. Orlic:

 Set forth below are the responses of Nabi Biopharmaceuticals, a Delaware corporation (the “Company”), to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff on the Company’s Schedule TO-I filed with the Commission on July 2, 2012 (File
No. 005-31596) (the “Schedule TO-I”) relating to the offer by the Company (the “Offer”) to purchase shares of its common stock (the “Shares”) as described therein. The Company intends to file Amendment No. 1
to the Schedule TO-I with the Commission to reflect the following responses. For your convenience, each of the Staff’s comments is repeated below in bold and italics immediately preceding the corresponding response. Capitalized terms used but
not defined in this letter shall have the meanings ascribed to them in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO-I (the “Offer to Purchase”).

 General

 1. We note that you intend to cash out fractional shares in the reverse
stock split, after the initial reduction of outstanding shares resulting from the issuer tender offer. Please provide your analysis under Rule 13e-3. We do not believe that any subsequent increase in the number of record holders resulting from the
scheme of arrangement with Biota affects this analysis.

 Response:

 The Staff is supplementally advised that neither the Offer nor the reverse stock split (whether separately or taken together) has the purpose of, or is reasonably likely to result in, a Rule 13e-3
effect, as defined in Rule 13e-3(a)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal
practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Abu Dhabi Alicante Amsterdam Baltimore Beijing Berlin Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh
City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated offices: Budapest
Jeddah Riyadh Zagreb. For more information see www.hoganlovells.com

- 2 -

July 16, 2012

 As disclosed in the Offer to Purchase, the primary purpose of the Offer is for the Company to return to its
stockholders, before the completion of the Transaction (as such term is defined in the Offer to Purchase), its remaining cash in excess of the $54 million required to be held by the Company at the completion of the Transaction after satisfying
outstanding liabilities. The primary purpose of the proposed reverse stock split is to increase the price per Share to make the Shares more attractive to a broader range of institutional and other investors and to ensure that the price per Share
remains in compliance with the listing requirements of the Nasdaq Global Select Market (“NASDAQ”). Furthermore, as disclosed in the Company’s preliminary proxy statement that is attached to the Offer to Purchase as Annex A, it
is the intent of the Company and Biota Holdings Limited (“Biota”) to continue listing the Shares of the combined company on NASDAQ, and, as such, one of the conditions to the completion of the Transaction is approval by NASDAQ of the
listing of the Shares that will be issued in the Transaction.

 The Company believes that neither the Offer nor the reverse stock split
(whether separately or taken together) will have the effect of the Company having less than 300 stockholders of record. As of July 13, 2012, the Company had approximately 775 record holders calculated in accordance with Rule 12g5-1 of the
Exchange Act. A significant portion of the total issued and outstanding Shares (approximately 98% as of July 13, 2012) are held by banks and brokers who hold positions for multiple beneficial owners.

As of July 1, 2012, the Company had 42,876,030 issued and outstanding Shares. The maximum of 14,556,962 Shares that the Company is offering to
purchase under the Offer represents approximately 33.95% of Shares issued and outstanding as of July 1, 2012. Even if the Offer is fully subscribed and the Company purchases the maximum number of Shares, more than approximately 66% of the
Shares will remain outstanding and the Shares will remain listed on NASDAQ. Also, unlike most other modified Dutch auction tender offers, the Company did not include an odd-lot preference in the Offer. To the extent that the Offer is oversubscribed,
the tenders will be prorated, meaning that tendering stockholders would not be able to sell their full position in the Shares. Because of the nature of the Offer, the Company believes that the Offer will be oversubscribed and, as a result of
proration, no record holder will be eliminated. Similarly, the Company believes that even if the Offer is not oversubscribed, the number of record holders will not be significantly reduced.

 With respect to the proposed reverse stock split, the maximum proposed ratio is 1-for-8. Therefore, even if the maxim proposed ratio is implemented, only those record holders who own 7 or fewer Shares at
the effective time of the proposed reverse stock split will be paid cash in lieu of fractional shares and thereby be eliminated as a record holder. Currently, approximately 97% of all of the record holders own more than 7 Shares. Given that the
maximum ratio for the proposed reverse stock split is only 1-for-8, the Company does not expect more than a de minimis decrease in the number of record holders due to the proposed reverse stock split.

Finally, the proposed reverse stock split is expected to become effective immediately prior to the completion of the Transaction. Therefore, immediately
after the implementation of the reverse stock split (i.e., upon the completion of the Transaction), the Company expects to have in excess of 10,000 record holders as a result of the former Biota stockholders receiving the Shares in the
Transaction.

 Based on the foregoing, the Company intends and expects that the number of record holders remaining after completion of the
Offer and the proposed reverse stock split will remain significantly above 300.

- 3 -

July 16, 2012

 2. We note that you have included a form of proxy regarding the Transaction and related proposals in
your tender offer materials. Rule 14a-4(f) prohibits the delivery of a form of proxy to any security holder unless the security holder concurrently receives, or has previously received, a definitive proxy that has been filed with the Commission
pursuant to Rule 14a-6(b). Given that you have not filed a definitive proxy, please advise. Please also confirm that you will not utilize any proxy you receive prior to your filing of a definitive proxy statement and indicate this in your
disclosure.

 Response: The Company respectfully notes that the form of proxy card included in Annex A to the Offer to
Purchase is clearly marked “preliminary” and has several items in brackets and asterisks indicating that it is subject to completion. However, the Company acknowledges the Staff’s comment and confirms that the Company will not utilize
any proxy it receives prior to the filing of a definitive proxy statement. Also, in response to the Staff’s comment, the Company will amend the Schedule TO-I to revise the Offer to Purchase to include the following statement at the end of the
second paragraph in the section captioned “IMPORTANT—The Transaction”:

 “The form of proxy card
attached to the Preliminary Proxy Statement is also in preliminary form and is subject to completion. Stockholders should not use such preliminary form of proxy card to vote their Shares and any proxies Nabi receives prior to its filing of a
definitive form of the proxy statement will be invalid and will not be used as a vote for any of the proposals. Nabi’s stockholders should only use the final form of proxy card accompanied by the definitive form of the proxy statement to vote
their Shares with respect to the proposals related to the Transaction.”

 3. Please tell us whether you believe you will be engaged
in a distribution of securities to Biota security holders for purposes of Regulation M, and when you believe that the restricted period relating to any such distribution will commence. We may refer your response to the Division of Trading and
Markets.

 Response: The Company believes that it will be engaged in a distribution of securities to Biota security holders for
purposes of Regulation M and that it will be subject to the restrictions set forth in Rule 102 of Regulation M. However, because the proposed distribution involves the acquisition of all outstanding shares of Biota, the Company believes that the
restricted period will commence on the day the proxy solicitation materials with respect to the Transaction (the “Transaction Proxy Materials”) are first disseminated to the Company’s stockholders. As the Staff is aware, the Company
has not commenced the dissemination of the Transaction Proxy Materials and it will not commence the dissemination of such materials until after the completion of the Offer. Therefore, the Company believes that the restrictions set forth in Rule 102
of Regulation M do not prohibit the Company from conducting and completing the Offer.

 4. Please confirm how the reverse stock split and
cash out of fractional shares will be carried out consistent with Rule 13e-4(f)(6), which prohibits the purchase of the subject securities within ten business days after termination of your offer. In your response, please specify when you will
consider the purchase to have taken place.

 Response: The proposed reverse stock split and the related payment of cash in lieu
of fractional shares will not be implemented within ten business days after the termination of the Offer. As disclosed in Annex A to the Offer to Purchase, the proposed reverse stock split is subject to approval by the Company’s
stockholders. As discussed above, the dissemination of the Transaction Proxy Materials, which will include the proposal for stockholder approval of the proposed reverse stock split, will not commence until after the completion of the Offer. After
the dissemination of the

- 4 -

July 16, 2012

Transaction Proxy Materials, the Company will engage in a solicitation of proxies for a period of no less than 20 calendar days. Therefore, the proposed reverse stock split and the related
payment of cash in lieu of fractional shares would not be implemented within ten business days after the termination of the Offer.

Conditions of the Offer, page 17

5. We note that the while you intend to use available cash to purchase shares in the offer, the offer is subject to a condition regarding the
sufficiency of your cash balance. See the fourth bullet on page 20. Generally, when an offeror’s ability to fund the purchase is uncertain, a material change will occur in the information previously disclosed when this uncertainty is removed.
Under Rule 13e-4(d)(2), an offeror is required to promptly file an amendment to its Schedule TO disclosing this material change. Please confirm that you will disseminate the disclosure of this change in a manner reasonably calculated to inform
security holders as required by Rule 13e-4(e)(3). In addition, please confirm that five business days will remain in the offer following disclosure of the change or that the offer will be extended so that at least five business days remain in the
offer. Refer to Release Nos. 34-23421 (July 11, 1986 at footnote 70) and 34-24296 (April 3, 1987).

 Response: The Company
confirms that it will disseminate the disclosure of any such material change in a manner reasonably calculated to inform holders of Shares as required by Rule 13e-4(e)(3) and that five business days will remain in the Offer following the disclosure
of such material change or that the Offer will be extended so that at least five business days remain in the Offer.

 6. We note the last
sentence in this section, in which you state that your right to terminate or amend your offer will not be affected by any subsequent event regardless of whether such subsequent event would have otherwise resulted in the event having been
“cured” or ceasing to exist. Please revise this disclosure to clarify that you will not assert a condition at a time when the specific listed event is no longer continuing.

 Response: In response to the Staff’s comment, the Company will amend the Schedule TO-I to revise page 20 of the Offer to Purchase by deleting the last sentence of the section captioned
“6. Conditions of the Offer”.

 We have been authorized by the Company to advise you that the Company hereby acknowledges
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 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.

 We appreciate the Staff’s prompt review of the Schedule TO. Please contact the undersigned at
(202) 637-5945 or Eun Ah Choi at (202) 637-3622 for any further comments or clarifications.

- 5 -

July 16, 2012

 Sincerely,

 /s/ Joseph E. Gilligan

 Joseph E. Gilligan, Esq.

Partner

 Hogan Lovells US LLP

cc:
Raafat E.F. Fahim, Ph.D.

        Nabi Biopharmaceuticals

Eun Ah Choi

        Hogan Lovells US LLP

July 12, 2012
  Via E-mail

Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals 12270 Wilkins Avenue Rockville, Maryland 20852
Re: Nabi Biopharmaceuticals
Schedule TO-I Filed on July 2, 2012 File No.  005-31596

Dear Dr. Fahim:

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 this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.

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

 1. We note that you intend to cash out fractional sh ares in the reverse stock split, after the
initial reduction of outstanding shares resulting from the issuer tender offer.  Please
provide your analysis under Rule 13e-3.  We do not believe that any subsequent increase
in the number of record holders resulting fr om the scheme of arrangement with Biota
affects this analysis.
 2. We note that you have included a form of proxy regarding the Transaction and related
proposals in your tender offer materials.  Rule 14a-4(f) prohibits the delivery of a form of
proxy to any security holder unless the secur ity holder concurrently receives, or has
previously received, a definitive proxy that ha s been filed with the Commission pursuant
to Rule 14a-6(b).  Given that you have not filed a definitive proxy, pl ease advise.  Please

Dr. Raafat E.F. Fahim
Nabi Biopharmaceuticals July 12, 2012 Page 2
 also confirm that you will not utilize any proxy you receive prior to your filing of a
definitive proxy statement and indicate this in your disclosure.
 3. Please tell us whether you believe you will be engaged in a distribution of securities to
Biota security holders for purposes of Re gulation M, and when you believe that the
restricted period relating to any such distribution will commence.  We may refer your
response to the Division of  Trading and Markets.
 4. Please confirm how the reverse stock split and cash out of fractional shares will be
carried out consistent with Rule 13e-4(f)(6),  which prohibits the pur chase of the subject
securities within ten business days after te rmination of your offer.  In your response,
please specify when you will consider the purchase to have taken place.
 Conditions of the Offer, page 17

 5. We note that the while you intend to use availa ble cash to purchase shares in the offer,
the offer is subject to a cond ition regarding the sufficiency of  your cash balance.  See the
fourth bullet on page 20.  Generally, when an  offeror’s ability to fund the purchase is
uncertain, a material change will occur in the information previously disclosed when this uncertainty is removed.  Under Rule 13e-4(d)(2) , an offeror is required to promptly file
an amendment to its Schedule TO disclosing th is material change.  Please confirm that
you will disseminate the disclosure of this change in a manner reasonably calculated to
inform security holders as required by Rule 13e-4(e)(3).  In addition, please confirm that
five business days will remain in the offer following disclosure of the change or that the offer will be extended so that at least five business days remain in the offer.  Refer to Release Nos. 34-23421 (July 11, 1986 at  footnote 70) and 34-24296 (April 3, 1987).
 6. We note the last sentence in th is section, in which you state th at your right to terminate or
amend your offer will not be affected by any subsequent event regardless of whether such subsequent event would have otherwise resu lted in the event having been “cured” or
ceasing to exist.  Please revise this disclo sure to clarify that you will not assert a
condition at a time when the specific listed event is no longer continuing.

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

Dr. Raafat E.F. Fahim
Nabi Biopharmaceuticals July 12, 2012 Page 3
  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 me at (202) 551-3503 if  you have any questions regarding our
comments.
Sincerely,

/s/ David L. Orlic

David L. Orlic Special Counsel Office of Mergers and Acquisitions

cc: Via E-mail

Joseph E. Gilligan, Esq. Hogan Lovells US LLP

February 4, 2011
 Raafit E. F. Fahim, Ph.D. Chief Executive Officer Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
Form 10-K for the Fiscal Year Ended December 26, 2009 Form 10-Q for the Quarterly Period Ended September 25, 2010
  File No. 000-04829

Dear Dr. Fahim:

 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 January 10, 2011

 Via EDGAR

 Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Nabi Biopharmaceuticals

 Form
10-K for the Fiscal Year Ended December 26, 2009

 Form 10-Q for the Quarterly Period Ended September 25, 2010

 File No. 000-04829

 Dear Mr. Rosenberg:

 On behalf of Nabi Biopharmaceuticals
(“Nabi”), set forth below are Nabi’s responses to the comment set forth in your letter dated December 30, 2010 relating to Nabi’s Form 10-K for the Fiscal Year Ended December 26, 2009 and Nabi’s Form 10-Q for the
Quarterly Period Ended September 25, 2010 (the “10-Q”). The comment from that letter is set forth below in italics and is followed immediately by Nabi’s response.

Notes to Condensed Consolidated Financial Statements

 Note 9 Licenses and Revenue Arrangements, page 13

Regarding your PentaStaph and NicVAX agreements, you disclose that you are recognizing the upfront payments from GSK
ratably over the period of your performance obligations contained in the agreement, including participation on a joint steering committee. Please revise your disclosure to specifically identify the period over which you are recognizing the upfront
payments.

 As you indicated, in Note 9 of the 10-Q, we disclosed the following basis for recognizing revenue arising from
the PentaStaph and NicVAX agreements: “We are recognizing the upfront payment from GSK ratably over the period of our performance obligations contained in the agreement, including participation on a joint steering committee. We will recognize
revenues related to the substantive milestones in the periods we accomplish them.”

 Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

January 11, 2011

  Page
 2
 of 2

 Under Management’s Discussion and Analysis of Financial Condition and Results of
Operations on page 15 of the 10-Q we provided the following disclosure intended to inform the reader about the rate and period of revenue recognition under both agreements for the three-month period ended September 25, 2010: “Revenue in
2010 reflects amounts recognized under the PentaStaph and NicVAX agreements with GSK, including amortization of the upfront fees that are being recognized as revenue ratably over the terms of the joint steering committees created under these
agreements. This includes $2.6 million from the initial $21.5 million payment received from GSK for PentaStaph and $0.6 million from the initial $40.0 million payment from GSK for NicVAX.” Similarly, on page 15 we stated the following with
respect to the nine-month period ended September 25, 2010: “Revenue in 2010 reflects amounts recognized under the PentaStaph and NicVAX agreements with GSK, including amortization of the upfront fees that are being recognized as revenue
ratably over the terms of the joint steering committees created under these agreements. This includes $10.5 million from the initial $21.5 million payment received from GSK for PentaStaph and $1.5 million from the initial $40.0 million payment from
GSK for NicVAX.”

 On a quarterly basis we intend to re-evaluate the period of our performance obligations under the
PentaStaph and NicVAX agreements to determine whether any change in the period and the rate of revenue recognition under the PentaStaph and NicVAX agreements is appropriate. In connection with the preparation of our Annual Report on Form 10-K for
the year ended December 25, 2010 and the Quarterly Reports on Form 10-Q to be prepared thereafter, we intend to follow the same process. In addition to our disclosure in MD&A, we undertake to indicate in the notes to the financial
statements included in those reports the periods during which we have determined we will recognize revenue arising under the PentaStaph and NicVAX agreements. It should be recognized that those periods are likely to change over time.

Please let us know if this resolves the Staff’s comment.

 In connection with Nabi’s responses to the comment, Nabi acknowledges:

 • Nabi 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

 • Nabi may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please feel free to contact me at (301) 255-6830 if you have any questions regarding the foregoing or require any additional information.

 Sincerely,

 /s/ Raafat E.F. Fahim, Ph.D.

 Raafat E.F. Fahim, Ph.D.

 President and Chief Executive Officer

December 30, 2010
 Raafit E. F. Fahim, Ph.D. Chief Executive Officer Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
Form 10-K for the Fiscal Year Ended December 26, 2009 Form 10-Q for the Quarterly Period Ended September 25, 2010
  File No. 000-04829

Dear Mr. Fahim:
 We have limited our review of your filings to  those issues we have addressed in our
comment.  In our comment, we ask you to provi de us with information so we may better
understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment
requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not believe our comment  applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that keys your response to our comment.

After reviewing the information you provide in  response to our comment, we may have
additional comments and/or requ est that you amend your filings.
 Form 10-Q for the Quarterly Period Ended September 30, 2010

 Notes to Condensed Consolidated Financial Statements

Note 9 Licenses and Revenue Arrangements, page 13

1. Regarding your PentaStaph and NicVAX ag reements, you disclose that you are
recognizing the upfront payments from GSK ra tably over the period of  your performance
obligations contained in the agreement, including participation on a joint steering
committee.  Please revise your disclosure to  specifically identif y the period over which
you are recognizing the upfront payments.
              We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of

Raafit E. F. Fahim, Ph.D.
Nabi Biopharmaceuticals December 30, 2010 Page 2

 1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Staci Shannon, Staff Account ant, at (202) 551-3374 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have questions regarding the comment.  In
this regard, do not hesitate to contact me  at (202) 551-3679 with any other questions.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Mail Stop 4720
February 4, 2010
 Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
  Preliminary Proxy Statement on Schedule 14A
Filed December 7, 2009, as amended February 3, 2010
  File No. 000-04829
Dear Dr. Fahim:
  We have completed our review of the a bove proxy statement.  We have no further
comments at this time.

Sincerely,

          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:  Joseph E. Gilligan, Esq.         Hogan & Hartson LLP        Columbia Square        555 Thirteenth Street, NW        Washington, DC 20004

Mail Stop 4720
January 20, 2010
 Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
  Preliminary Proxy Statement on Schedule 14A
Filed December 7, 2009
  File No. 000-04829
Dear Dr. Fahim:

This is to advise you that we have limited our review of th e above proxy statement to the
issues identified below.

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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with supplemental information so we
may better understand your disclosure.  After re viewing this information, we may or may not
raise additional comments.
 Pending Confidential Tr eatment Application

1. We issued comments on your application for confidential treatment of portions of the
NicVax licensing agreement in a separate  letter dated Januar y 15, 2010.  Please be
advised that we will not be in a position to  clear your preliminary proxy filing until we
resolve all issues concerning the confidential treatment request.

Dr. Raafat E.F. Fahim
Nabi Biopharmaceuticals January 20, 2010
Page 2   Proposal One – The NicVAX Agreement and th e Transactions Contemplated Thereby

2. We note your correspondence dated January 6, 2010 and agree with your assessment that
pro forma financial information is not required  to be provided in your proxy statement.
However, we do not concur that  historical financial statemen ts are not required to be
included in your proxy statement.  Please note that Section 1 140.6 of the Financial
Reporting Manual cited in your  response states that proxy statements soliciting
authorization for the disposal  of a significant business shou ld include audited financial
statements for each of the two most recent fi scal years plus unaudited interim periods.
Please also see the Division of Corporation Finance’s July 2001 Interim Supplement to
Publicly Available Telephone In terpretations, Section H6.  Accordingly, please revise
your proxy statement to include the historical financial information required with respect
to Nabi.
  As appropriate, please revise  your proxy statement in respon se to these comments.  You
may wish to provide us with marked copies of the revised document to expedite our review.
Please furnish a response letter th at keys your responses to our co mments.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label
CORRESP.  Please understand th at 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 compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
Please contact Nandini Achary a at (202) 551-3495 or myself  at (202) 551-3715 with any
questions.
Sincerely,
          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

Dr. Raafat E.F. Fahim
Nabi Biopharmaceuticals January 20, 2010 Page 3   cc:  Joseph E. Gilligan, Esq.         Hogan & Hartson LLP        Columbia Square        555 Thirteenth Street, NW        Washington, DC 20004

CORRESP
1
filename1.htm

Response Letter

 T 301 770 3099

Nabi Biopharmaceuticals

 F 301 770 3097

12276 Wilkins Avenue

 www.nabi.com

Rockville, MD 20852

 January 6, 2010

VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Jeffrey Riedler, Assistant Director

 Mail Stop 4720

Re:
Nabi Biopharmaceuticals

 Preliminary Proxy Statement on Schedule 14A

 Filed December 7, 2009

 File No. 000-04829

 Dear
Mr. Riedler:

 We are in receipt of the Staff’s comment letter, dated December 16, 2009, pursuant to which the
Staff commented on the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) filed by Nabi Biopharmaceuticals (the “Company” or “Nabi”). Our responses to the Staff’s
comments are set forth below, with each paragraph numbered to correspond to the numbered comment in the comment letter.

 Pending
Confidential Treatment Application

1.
It appears that the Company has a pending request for confidential treatment in connection with the NicVAX Agreement. We are currently processing this request and will
issue comments, if any, to you in a separate letter that will be forthcoming. Please be advised that we will not be in a position to clear your preliminary proxy filing until we resolve all issues concerning the confidential treatment request.

 Response:

 The Company acknowledges the Staff’s comment and understands that the Staff will not be in a position to clear the Preliminary Proxy Statement until all issues (if any) related to the confidential
treatment request are resolved.

 Mr. Jeffrey Riedler

 Assistant
Director

 Securities and Exchange Commission

 January 6, 2010

 Page 2 of 5

 Proposal One—The NicVAX Agreement and the Transactions Contemplated Thereby

2.
We note that your proxy statement does not include financial statements. As the option that GlaxoSmithKline Biologicals S.A. may exercise pursuant to the NicVAX
agreement for which you are seeking shareholder approval may constitute the sale, lease or exchange of substantially all of Nabi’s assets, your proposal appears to be covered by Item 14(a)(4) of Schedule 14A. Accordingly, please revise
your proxy statement to include the financial and pro forma financial information required by Items 14(b)(8) through 14(b)(10).

 Response:

 The Company notes that the Staff’s comment above
refers to the inclusion of “financial and pro forma financial information required by Items 14(b)(8) through 14(b)(10).” The Company believes that the selected financial data required by Item 14(a)(8), the pro forma
selected financial data described in Item 14(b)(9) and the pro forma information required by Item 14(b)(10) is not material and is not meaningful for Nabi investors to “exercise prudent judgment in regard to the matter to be
acted upon.” The Company discusses below its rationale and basis for these conclusions.

 Pro
forma financial information. As discussed in telephone conversations with the Staff on December 22nd
, the Company believes that the inclusion of pro forma financial information would not be material to an investor’s understanding of the transaction. Moreover, the Company
believes that a pro forma financial presentation may create confusion or misunderstanding with respect to the nature and financial terms of the transaction (which is a license agreement rather than a conventional sale of assets) and the
conditional and uncertain nature of any future payments that Nabi may (or may not) receive.

 As set forth in greater detail in
the Preliminary Proxy Statement, the Exclusive Option and License Agreement (the “NicVAX Agreement”) entered into between Nabi and GlaxoSmithKline Biologicals, S.A. (“GSK”) grants GSK (1) an option to
obtain an exclusive worldwide license to develop, commercialize and manufacture Nabi’s NicVAX smoking cessation vaccine candidate as it currently exists and certain improved forms of the existing vaccine (“NicVAX”) and
(2) an exclusive worldwide license to develop, commercialize and manufacture future generation smoking cessation vaccine candidates based on Nabi’s NicVAX intellectual property (“Future Candidates”). Under Delaware
law an exclusive license may be viewed as a sale of assets under certain circumstances and because GSK may obtain an exclusive license to NicVAX under the NicVAX Agreement, the exercise by GSK of its NicVAX option may constitute the sale of
substantially all of Nabi’s assets under Delaware law which would require shareholder approval. In lieu of obtaining Nabi shareholder approval upon exercise of the NicVAX option, Nabi and GSK agreed that Nabi shareholder approval would be a
condition to closing the NicVAX Agreement. Even though the

 Mr. Jeffrey Riedler

 Assistant
Director

 Securities and Exchange Commission

 January 6, 2010

 Page 3 of 5

 NicVAX transactions may be viewed as an asset sale for Delaware law purposes, GSK has
no obligation to exercise the NicVAX option and even if the NicVAX option is exercised, the transaction will remain structured as a license granted by Nabi to GSK, with Nabi retaining ownership of the NicVAX intellectual property assets. As a
result, this transaction would not be reflected as a sale or disposal of assets for accounting purposes, as Nabi maintains ownership of the intellectual property rights. These “assets” are not included in the Company’s balance sheet
as they were the result of internal research and development; accordingly, the costs were expensed as incurred in accordance with U.S. Generally Accepted Accounting Principles.

 The consideration payable to Nabi by GSK under the NicVAX Agreement consists of (1) an up-front payment of $40 million at the closing
of the NicVAX Agreement, (2) milestone and option payments that are payable if and when certain future events occur, such as GSK’s exercise of the NicVAX option and the attainment of specified clinical, regulatory, and sales milestones,
and (3) royalty payments on future sales of NicVAX and Future Candidates. With respect to the consideration payable upon the closing of the NicVAX Agreement, while the Company has not finalized its accounting position for this agreement, Nabi
expects that it will record GSK’s up-front payment ($40 million) as deferred revenue pursuant to the applicable accounting literature as the Company has specific performance obligations under the NicVAX Agreement which include among other
things participation on a joint steering committee. Accordingly, to reflect the up-front payment as a pro forma adjustment as of December 30, 2007 (the first day of its 2008 fiscal year) and as of December 28, 2008 (the first day of
its 2009 fiscal year) (the required pro forma periods) would result solely in an increase in cash and a corresponding increase in deferred revenue as if that payment had been received as of the beginning of each pro forma
period. The up-front payment would be recognized ratably as revenue in the 2008 and 2009 pro forma periods as the Company fulfills its specific performance obligations. Additionally, none of the other potential consideration (option
payment, milestone payments, and royalties) would be reflected in the pro forma results for the required pro forma periods because none of the events that may trigger such conditional payments would have been met during those periods.
Accordingly, the Company believes that the pro forma adjustment—a debit to cash and a credit to deferred revenue for $40 million and the related ratable recognition of a portion of the up-front payment as revenue—are not material
and are not meaningful for Nabi investors to “exercise prudent judgment in regard to the matter to be acted upon” and potentially are confusing to Nabi investors as the accounting for the up-front payment under U.S. Generally Accepted
Accounting Principles does not permit (in this situation) the recognition of a gain or loss as if it was a sale or disposal of an asset.

 Mr. Jeffrey Riedler

 Assistant
Director

 Securities and Exchange Commission

 January 6, 2010

 Page 4 of 5

 Further, Nabi can provide no assurance that any of the option, milestone or royalty
payments will be made once the NicVAX Agreement has been approved and closed. These payments are contingent upon the occurrence of events, such as the outcome of clinical trials, regulatory approvals in the United States and elsewhere, and the
option exercise itself, which is solely in the control of GSK. Because Nabi has little or no control over these events, any prediction of such events would be speculative and potentially misleading to Nabi’s shareholders and therefore would not
be included as pro forma adjustments.

 Finally, even though under Delaware corporate law it may be construed that the
NicVAX license option is a sale of substantially all of the Company’s assets, Nabi will retain ownership of the NicVAX-related intellectual property (subject to the NicVAX and Future Candidate licenses). As a result, these assets, and all other
related assets and liabilities, will remain on Nabi’s balance sheet unlike a typical asset sale when title to assets transfers to the buyer. Because (i) the Company’s operations to date with respect to NicVAX consist solely of
research and development as part of its overall vaccine development (its only business segment) and are not clearly distinguishable from its other vaccine development operations and (ii) Nabi will have significant continuing involvement in
NicVAX operations after the closing of the NicVAX Agreement, there is no discontinued business activity to present in pro forma financial statements. Accordingly, the Company believes a pro forma financial presentation is not
meaningful to Nabi’s shareholders as they consider the proposals in the Preliminary Proxy Statement.

 As a result of the
above analysis, Nabi believes that the narrative textual summary of the NicVAX Agreement financial terms contained in the Preliminary Proxy Statement is clearer and more effective disclosure to shareholders than would be in financial data. In
particular, Nabi believes that the detailed disclosure under “Summary of the NicVAX Agreement” on pages 27-36 of the Preliminary Proxy Statement provides shareholders with the range of terms and conditions necessary to understand the
possible effects of the transaction on the Company’s financial position.

 Historical financial statements.
In the event that the Staff does not object to the Company’s determination that pro forma financial information is not material to an investor’s understanding of the transaction and therefore is not required to be included in the
proxy statement, the Company believes that the inclusion of its historical financial statements and selected financial data is not material and is not meaningful for Nabi investors to “exercise prudent judgment in regard to the matter to be
acted upon.” The Company notes that the Financial Reporting Manual of the SEC’s Division of Corporation Finance states in Section 1140 that, in a proxy statement in which the only solicited shareholders are from the target and in
which the only consideration is cash, the “financial statements of the target are not required in the proxy statement since security holders are presumed to have access to information about their company…” As a result, to the extent
that pro forma financial information is not included in the proxy statement, the Company would propose not to include the corresponding historical financial information.

 *   *   *   *   *

 Mr. Jeffrey Riedler

 Assistant
Director

 Securities and Exchange Commission

 January 6, 2010

 Page 5 of 5

 In connection with the Staff’s comments, the Company hereby acknowledges the following:

•

 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 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.

 Please call upon the undersigned at (301) 255-6830 if we can be of further assistance. We thank you
in advance for your customary courtesy.

Very truly yours,

NABI BIOPHARMACEUTICALS

By:

/s/ Raafat E. F. Fahim

 Raafat E. F. Fahim, Ph.D.

 President and Chief Executive Officer

Mail Stop 4720        December 16, 2009  Constantine Alexander, Secretary Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
  Preliminary Proxy Statement on Schedule 14A
Filed December 7, 2009
  File No. 000-04829
Dear Mr. Alexander:

This is to advise you that we have limited our review of th e above proxy statement to the
issues identified below.
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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with supplemental information so we
may better understand your disclosure.  After re viewing this information, we may or may not
raise additional comments.  Pending Confidential Tr eatment Application

1. It appears that the Company has a pendi ng request for confidential treatment in
connection with the NicVAX Agreement.  We are currently processing this request and
will issue comments, if any, to you in a separate letter that will be forthcoming.  Please be
advised that we will not be in a position to  clear your preliminary proxy filing until we
resolve all issues concerning the confidential treatment request.

Constantine Alexander
Nabi Biopharmaceuticals December 16, 2009
Page 2  Proposal One – The NicVAX Agreement and th e Transactions Contemplated Thereby

2. We note that your proxy statement does not incl ude financial statements.  As the option
that GlaxoSmithKline Biologi cals S.A. may exercise pursu ant to the NicVAX agreement
for which you are seeking shareholder appr oval may constitute the sale, lease or
exchange of substantially all of Nabi’s a ssets, your proposal appears to be covered by
Item 14(a)(4) of Schedule 14A.  Accordingly, please revise your proxy statement to include the financial and pro forma financial information required by Items 14(b)(8) through 14(b)(10).
  As appropriate, please revise  your proxy statement in respon se to these comments.  You
may wish to provide us with marked copies of the revised document to expedite our review.
Please furnish a response letter th at keys your responses to our co mments.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label
CORRESP.  Please understand th at 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 compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.   In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

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

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

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
Please contact Nandini Achary a at (202) 551-3495, Daniel Greenspan at (202) 551-3623
or myself at (202) 551-3715 with any questions.

Constantine Alexander
Nabi Biopharmaceuticals December 16, 2009 Page 3
Sincerely,
          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:  Michael C. Williams, Esq.         Hogan & Hartson LLP        Columbia Square        555 Thirteenth Street, NW        Washington, DC 20004

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   March 9, 2009   Dr. Raafat E.F. Fahim, Ph.D. President and Chief Executive Officer Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
 Form 10-K for the Year Ended December 31, 2007  Filed February 28, 2008  File No. 000-04829

Dear Dr. Fahim:
  We have completed our review of your  annual report on Form 10-K and have no
further comments at this time.

Sincerely,

          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

CORRESP
1
filename1.htm

Response Letter

 James E. Dawson

 Direct Line: 617-439-2623

 Fax: 617-310-9623

 E-mail: jdawson@nutter.com

 March 5, 2009

 Via EDGAR and Regular Mail

 United States Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Nandini Acharya, Esq., Staff Attorney

Re:
Nabi Biopharmaceuticals

 Form 10-K filed for the year
ended December 31, 2007

 Filed February 28, 2008

 File No. 000-04829

 Ladies/Gentlemen:

 On behalf of Nabi Biopharmaceuticals (“Nabi”), this letter responds to your letter dated February 23, 2009 relating to Nabi’s Form
10-K. The comment from that letter is set forth below in italics and is followed immediately by Nabi’s response.

 Item 15. Exhibits, page
60

 1. We note your response to comment 1 of our comment letter dated December 29, 2008. In your response, you draw a
distinction between the general relationships you currently have with each of the National Institutes of Health (NIH) and the University of Maryland, Baltimore County (UMBC), which you consider to be “key strategic alliances” and the
actual underlying license agreements with each institution which you do not consider to be material to your company. However, the disclosure presented in your 2007 Form 10-K does not clearly make this distinction. Please revise your disclosure
appropriately in your 2008 Form 10-K to explain that you consider the relationships with NIH and UMBC to be key strategic alliances and the reasons why you consider these relationships to be important. Please also revise your disclosure to clarify
that the related license agreements are not material to your business and you are not substantially dependent upon them or, if you determine that the license agreements are material to your business, please disclose the material terms of each of
these license agreements and file them as exhibits to your 2008 Form 10-K. Please provide us with a copy of your proposed disclosure regarding your relationship with NIH and UMBC and the related license agreements. After reviewing your proposed
disclosure, we may have additional comments.

 United States Securities and Exchange Commission

 March 5, 2009

 Page 2

 In connection with the preparation of Nabi’s 2008 Annual Report on Form 10-K, Nabi has revised the disclosure that appeared in Nabi’s 2007 Form
10-K under the heading “Key Strategic Alliances.” The revised disclosure, now titled “Product Development Relationships,” is set forth below. The new disclosure clarifies the relationship between the National Institutes of Health
and the University of Maryland, Baltimore County, as well as other of Nabi’s product development partners, and states that none of the related license agreements are material to Nabi’s business. Inasmuch as Nabi’s 2008 Form 10-K is
still under review by management, the Audit Committee and the full Board of Directors, the disclosure is subject to change. However, I do not anticipate significant, if any, changes.

 PRODUCT DEVELOPMENT RELATIONSHIPS

 We have entered into important
relationships for our products in development that validate these products and facilitate their development, some of which are discussed below.

 National Institute of Allergy and Infectious Diseases

 As discussed above under “Overview” and
“Infectious Diseases – PentaStaph Development Status,” we have entered into a collaboration with the NIAID to conduct pre-clinical toxicological evaluations of two new antigens related to PentaStaph.

 National Institute for Drug Abuse

 We have received grants from the NIDA that in the past has supported clinical development of NicVAX. We do not anticipate significant additional funding from these grants.

 Department of Defense

 As
discussed above under “Overview” and “Infectious Diseases – PentaStaph Development Status,” we have entered into a CRADA with the Department of Defense to conduct a series of clinical trials for PentaStaph.

National Institutes of Health

 The development of our PentaStaph product was initially based upon an exclusive license from the NIH of the worldwide right to use their patented conjugation process to manufacture vaccines against staphylococcal
infections. Since obtaining that license, we have developed our own extensive global portfolio of issued patents and pending patent applications relating to both our novel vaccine products and methods of using such products as described in further
detail below under “Patents and Proprietary Rights.” The initial NIH license remains in effect until the expiration of the last-to-expire licensed patent, which is April 20, 2010, and no further royalties will be due to NIH for use of
the subject technology after that date.

 Under a later license agreement with NIH, we have a non-exclusive, worldwide right to use
the rEPA carrier protein technology to develop, manufacture and commercialize vaccines for uses other than vaccines against staphylococcal infections. Under the terms of this agreement NicVAX is subject to a 0.5% royalty upon
commercialization.

 United States Securities and Exchange Commission

 March 5, 2009

 Page 3

 University of Maryland, Baltimore County

 Under a license agreement with the University of Maryland, Baltimore County, or UMBC, we have an exclusive, worldwide right to use UMBC’s patented ring-expanded nucleosides and nucleotides, or RENs for use in
humans. During the term of the license, we are obligated to pay UMBC a 2% royalty based on net sales of license products covered by patent rights which are sold by us. This agreement remains in effect until the expiration of the last-to-expire
licensed patent, which is January 13, 2021, and no further royalties will be due to UMBC for use of the subject technology after that date. We are responsible for prosecution and maintenance of the patent portfolio as described in further
detail below under “Patents and Proprietary Rights.”

 RENs represent an early-stage research platform technology that
consists of a series of novel nucleoside and nucleotide analogs that are being developed to treat viral infections and cancer. Several RENs have been identified that have demonstrated activity against both RNA and DNA viruses, including hepatitis B
virus, hepatitis C virus, respiratory syncytial virus, Epstein-Barr virus, West Nile virus and rhinovirus. In addition, a number of molecules have been identified that have demonstrated selective activity against a variety of primary tumor cell
lines derived from leukemia, lymphoma, non-small cell lung cancer, colon cancer, melanoma, ovarian cancer, renal cancer, prostate and breast cancer. We currently do not plan to significantly advance development of RENs until we find a suitable
partner.

 The product development relationships described above were entered into in the ordinary course of our product development
business. While these relationships are important to us because they have provided and continue to provide us with access to technology and funding for development, as well as validating our products under development, we do not believe that any of
the agreements relating to these relationships are individually material to us at this time.

 The related disclosure in the Notes to
Nabi’s Financial Statements will be based upon the foregoing disclosure.

 Please let us know if this resolves the Staff’s
comment.

 In connection with Nabi’s responses to the comment, Nabi acknowledges:

•

 Nabi 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

 United States Securities and Exchange Commission

 March 5, 2009

 Page 4

•

 Nabi may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please feel free to contact me at (617) 439-2623 if you have any questions regarding the foregoing or require any
additional information.

 Very truly yours,

 /s/ James E. Dawson

 James E. Dawson

 Enclosure

cc:
Raafat E.F. Fahim, Ph.D.

 Darlene Flaim

 Pratt N. Wiley, Esq.

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   February 23, 2009   Dr. Raafat E.F. Fahim, Ph.D. President and Chief Executive Officer Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
 Form 10-K for the Year Ended December 31, 2007  Filed February 28, 2008  File No. 000-04829

Dear Dr. Fahim:

We have reviewed your response letter dated February 13, 2009 to our comment
letter dated December 29, 2008 and have the following comment.
Where indicated, we think you should revise your Form 10-K 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.  In  our comment, we ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our 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.

Item 15.  Exhibits, page 60

1. We note your response to comment 1 of our comment letter dated December 29,
2008.  In your response, you draw a distinction between the general relationships
you currently have with each of the Nati onal Institutes of H ealth (NIH) and the
University of Maryland, Baltimore County (UMBC), which you consider to be “key strategic alliances” and the actual  underlying license agreements with each
institution which you do not consider to be  material to your company.  However,
the disclosure presented in your 2007 Form

Dr. Raafat E.F. Fahim, Ph.D.
Nabi Biopharmaceuticals
February 23, 2009 Page 2
10-K does not clearly make this distinction.  Please revise your disclosure appropriately in your 2008 Form 10-K to explain that you consider the
relationships with NIH and UMBC to be key strategic alliances and the reasons
why you consider these relationships to be  important.  Please also revise your
disclosure to clarify that the related license agreements  are not material to your
business and you are not substantially de pendent upon them or, if you determine
that the license agreements are material  to your business, please disclose the
material terms of each of these license ag reements and file them as exhibits to
your 2008 Form 10-K.  Please provide us w ith a copy of your proposed disclosure
regarding your relationship with NI H and UMBC and the related license
agreements.  After reviewing your proposed  disclosure, we may have additional
comments.

*    *    *    *

Please revise your Form 10-K and respond to this comment within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your response to our comment and provide any requested information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
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 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 filing or in response to our comment on your filing.

Dr. Raafat E.F. Fahim, Ph.D.
Nabi Biopharmaceuticals February 23, 2009 Page 3
 Please contact Nandini Acharya, Staff Atto rney at (202) 551-3495 or me at (202)
551-3715 with any questions.

Sincerely,

Jeffrey P. Riedler Assistant Director
  cc: James E. Dawson, Esq.
Nutter, McClennen & Fish LLP World Trade Center West  155 Seaport Boulevard Boston, MA 02210

CORRESP
1
filename1.htm

Response Letter

James E. Dawson

Direct Line: 617-439-2623

Fax: 617-310-9623

E-mail: jdawson@nutter.com

 February 13, 2009

 Via EDGAR and Mail

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Nandini Acharya, Esq., Staff Attorney

Re:
Nabi Biopharmaceuticals

 Form 10-K for the year ended
December 31, 2007

 Filed February 28, 2008

 File No. 000-04829

 Ladies/Gentlemen:

 On behalf of Nabi Biopharmaceuticals (“Nabi”), this letter responds to your letter dated December 29, 2008 and confirms my phone conversation with Nandini Archarya on February 9, 2009 relating to
Nabi’s Form 10-K. The comment from that letter is set forth below in italics and is followed immediately by Nabi’s response.

 Item 15.
Exhibits, page 60

 We note your response to comment 1 of our comment letter dated December 4, 2008. In your response, you state that you do
not believe that the license agreements with each of the National Institutes of Health (NIH) and the University of Maryland, Baltimore County (UMBC) are material to your company. It appears that this response is inconsistent with your disclosure in
the Form 10-K where you refer to these license agreements as “key strategic alliances” (page 6) and identify them as “material strategic alliances” in your notes to the financial statements (pages 54-55). Therefore, we are
reissuing comment 1 in part.

 Nabi distinguishes between its relationships with each of the National Institutes of Health
(“NIH”) and the University of Maryland, Baltimore County (“UMBC”), which it believes are key strategic alliances, and the license agreements with these institutions, which Nabi has concluded were made in the ordinary course of
business and are not material to Nabi at this time. The relationships with these institutions are important to Nabi because they demonstrate Nabi’s capability to build sophisticated licensing relationships with leading institutions in the
biotechnology field. These key relationships, of course, also produced the license agreements in question, which at one time were more important to Nabi than they currently are for the reason’s set forth in Nabi’s

 United States Securities and Exchange Commission

 February 13, 2009

 Page 2

letter dated December 17, 2008. Nabi proposes in connection with the preparation of its Annual Report on Form 10-K for its most recent fiscal year to
review again the license agreements that were the subject of your letter to consider whether there has been any change in Nabi’s assessment that they are not required to be filed in accordance with Item 610(10) of Regulation S-K. Nabi also
proposes to review the disclosure in Annual Report on Form 10-K that is currently under preparation and make changes to the previous disclosure, if appropriate, to clarify Nabi’s view of the importance of its relationships with NIH and UMCB
notwithstanding the lesser importance to Nabi at this time of the license agreements.

 Please let us know if this resolves the Staff’s
comment.

 In connection with Nabi’s responses to the comment, Nabi acknowledges:

•

 Nabi 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

•

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

 Please feel free to contact me at (617) 439-2623 if you have any questions regarding the foregoing or require any
additional information.

 Very truly yours,

 /s/ James E. Dawson

 James E. Dawson

cc:

Raafat E.F. Fahim, Ph.D.

Darlene Flaim

Pratt N. Wiley, Esq.

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   December 29, 2008   Dr. Raafat E.F. Fahim, Ph.D. President and Chief Executive Officer Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
 Form 10-K for the Year Ended December 31, 2007  Filed February 28, 2008  File No. 000-04829

Dear Dr. Fahim:

We have reviewed your response letter dated December 17, 2008 to our comment
letter dated December 4, 2008 and have the following comment.
Where indicated, we think you should revise your Form 10-K 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.  In  our comment, we ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our 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.

Item 15.  Exhibits, page 60

1. We note your response to comment 1 of our comment letter dated December 4,
2008.  In your response, you state that you do not believe that the license
agreements with each of the National Institutes of Health (NIH) and the
University of Maryland, Baltimore County (UMBC) are material to your company.  It appears that this response is  inconsistent with your disclosure in
the Form 10-K where you refer to these license agreements as “key strategic
alliances” (page 6) and identify them as “material strategic alliances” in your

Dr. Raafat E.F. Fahim, Ph.D.
Nabi Biopharmaceuticals December 29, 2008 Page 2
 notes to the financial statements (pages  54-55).  Therefore,  we are reissuing
comment 1 in part.  Please f ile each of these license ag reements as an exhibit to
your Form 10-K.

*    *    *    *

Please amend your Form 10-K and respond to this comment within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your response to our comment and provide any requested information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.   We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
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 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 filing or in response to our comment on your filing.
Please contact Nandini Acharya, Staff Atto rney at (202) 551-3495 or me at (202)
551-3715 with any questions.

Sincerely,

Jeffrey P. Riedler Assistant Director

CORRESP
1
filename1.htm

SEC Response Letter

 Nabi Biopharmaceuticals

 12276 Wilkins Avenue

 Rockville, MD 20852

 December 17, 2008

 Via
EDGAR and Overnight Mail

 Jeffrey P. Riedler, Assistant Director

 Division of Corporate Finance

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

Nabi Biopharmaceuticals

Form 10-K for the Year Ended December 31, 2007

 Filed February 28, 2008

 File No. 000-04829
(the “Form 10-K”)

 Dear Mr. Riedler:

 On behalf of Nabi Biopharmaceuticals (“Nabi”), set forth below are Nabi’s responses to the comment set forth in your letter dated December 4, 2008 relating to Nabi’s Form 10-K. The comment
from that letter is set forth below in italics and is followed immediately by Nabi’s response.

 Item 15. Exhibits. page 60

 Throughout the Form 10-K, you refer to a license agreement with the National Institutes of Health (NIH) under which you have been
granted certain rights to use NlH processes and technology in the development and manufacture of your lead candidate products as well as a license agreement with the University of Maryland, Baltimore County (UMBC), under which you have been granted
an exclusive worldwide right to use UMBC’s patented ring-expanded nucleosides and nucleotides for use in humans. We note that you have identified each of these license agreements as “key strategic alliances” and “material
strategic alliances” in your disclosure. We note your disclosure regarding your royalty payment obligations under each of these license agreements. Item 601(b) (10) of Regulation S-K requires you to include as exhibits material
contracts. Please include each of these license agreements as an exhibit to the Form 10-K or provide us with an analysis supporting your determination that these agreements are not material to your business.

 Nabi did not file as exhibits to the Form 10-K (i) the license the with the National Institutes of
Health (“NIH”) and (ii) the license with the University of Maryland Baltimore County (“UMBC”) (collectively, the “Licenses”) because they were made in the “ordinary course of business” within the meaning
of that term as used in Item 601(10) of Regulation S-K. Under Item 601(10) only contracts not made in the ordinary course of business that are material are required to be filed as exhibits to the Form 10-K.

 Nabi has determined that each of the Licenses is the type of contract that ordinarily accompanies the research and development business conducted by Nabi
and that Nabi’s business is not substantially dependent upon either of the Licenses. Therefore, pursuant to Item 601(10)(ii), the Licenses are deemed to be made in the ordinary course of business and are not required to be filed under
Item 610(10). Further, Nabi does not believe that the Licenses are material.

 NIH Licenses. Under the NIH Licenses, Nabi
acquired the exclusive, worldwide right to use NIH’s patented conjugation process to manufacture vaccines against staphylococcal infections, including PentaStaph. This license remains in effect until the expiration of the last-to-expire
licensed patent, which is April 20, 2010. Nabi does not believe that it is substantially dependent on this license or that the license is material to Nabi because Nabi has its own patents that it believes cover PentaStaph and because it is not
possible for Nabi to commercialize and have sales of PentaStaph before the expiration of this license. As a result, Nabi will never pay royalties on sales under this license.

 Under the NIH Licenses, Nabi also has a non-exclusive, worldwide right to use the rEPA carrier protein technology to develop, manufacture and
commercialize vaccines for uses other than vaccines against staphylococcal infections. This license, which is applicable to the manufacturing process for both PentaStaph and NicVAX, remains in effect though 2018 and requires Nabi to pay NIH a
royalty of $2,000 per year and a 0.5% royalty on net sales of products. Nabi does not believe that it is substantially dependent on this license or that this license is material to Nabi because Nabi has its own patents that it believes cover
PentaStaph and NicVAX and because Nabi can employ an alternative manufacturing process so that it is not necessary to use the license. Further, even if Nabi continues to rely on the license the financial implications of doing so are not material to
Nabi.

 UMBC Licenses. Under the UMBC License, Nabi acquired exclusive worldwide rights from UMBC to make, use and sell products
employing UMBC’s proprietary Ring Expanded Nucleoside (RENs) and Nucleotide (RENt) technology. During the term of the license, Nabi is obligated to pay UMBC an annual license fee of $2,000 and a royalty based on net sales of license products
covered by the license. The license remains in effect until the expiration of the last-to-expire licensed patent, which is January 13, 2021. Nabi does not believe that it is substantially dependent on this license or that this license is
material to Nabi because Nabi has no plans to continue development of product candidates to which this license is applicable until it finds a partner.

 In connection with Nabi’s responses to the comment, Nabi acknowledges:

•

 Nabi 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

•

 Nabi 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 Stated.

 Please feel free to contact me at (301) 255-6830 if you have any questions regarding the foregoing or require any
additional information.

Sincerely,

 /s/ Raafat E.F. Fahim, Ph.D.

Raafat E.F. Fahim, Ph.D.

President and Chief Executive Officer

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   December 4, 2008   Dr. Raafat E.F. Fahim, Ph.D. President and Chief Executive Officer Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
 Form 10-K for the Year Ended December 31, 2007  Filed February 28, 2008  File No. 000-04829

Dear Dr. Fahim:

We have reviewed your filing and have the following comment.

Where indicated, we think you should revise your Form 10-K 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.  In  our comment, we ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our 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.
 Item 15.  Exhibits, page 60

1. Throughout the Form 10-K, you refer to a license agreement with the National
Institutes of Health (NIH) under which you ha ve been granted certain rights to use
NIH processes and technology in the de velopment and manufacture of your lead
candidate products as well as a license  agreement with the University of
Maryland, Baltimore County (UMBC), under which you have been granted an exclusive worldwide right to use UMBC’s patented ring-expanded nucleosides and nucleotides for use in humans.  We note that you have identified each of these license agreements as “key strategic al liances” and “material strategic alliances”

Dr. Raafat E.F. Fahim, Ph.D.
Nabi Biopharmaceuticals
December 4, 2008 Page 2
in your disclosure.  We note your disc losure regarding your royalty payment
obligations under each of these license agreements.  Item 601(b) (10) of
Regulation S-K requires you to include as  exhibits material contracts.
Please
include each of these licens e agreements as an exhibit to the Form 10-K or
provide us with an analysis supporting your  determination that these agreements
are not material to your business.

*    *    *    *

Please amend your Form 10-K and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your response to our comment and provide any requested information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.   We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
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 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 filing or in response to our comment on your filing.

Dr. Raafat E.F. Fahim, Ph.D.
Nabi Biopharmaceuticals December 4, 2008 Page 3
 Please contact Nandini Acharya, Staff Atto rney at (202) 551-3495 or me at (202)
551-3715 with any questions.

Sincerely,

Jeffrey P. Riedler Assistant Director

Via Facsimile and U.S. Mail
Mail Stop 6010
        August 6, 2007

Leslie Hudson, Ph.D.
Chief Executive Officer and President
Nabi Biopharmaceuticals
5800 Park of Commer ce Boulevard N.W.
Boca Raton, FL  33487

Re: Nabi Biopharmaceuticals
 Form 10-K for Fiscal Year Ended December 30, 2006
 File No. 0-04829

Dear Dr. Hudson:

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

        S i n c e r e l y ,

Joel N. Parker
Branch Chief

CORRESP
1
filename1.htm

Response Letter

 July 18, 2007

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549

Re:
Nabi Biopharmaceuticals

 Form 10-K for Fiscal Year Ended
December 30, 2006

 File No. 0-04829

 Dear
Mr. Rosenberg:

 We hereby submit our response to the comments set forth in your letter dated July 3, 2007, with respect to the above referenced
report. For the convenience of the staff of the Securities and Exchange Commission, the original comments are included and followed by our responses.

 Notes to Consolidated Financial Statements

 Note 2: Summary of Significant Accounting Policies

 Property, plant and equipment, page 76

1.
You disclose that you depreciate certain specialized production equipment in your Florida biopharmaceutical manufacturing facility using the units-of-production method with a
minimum recorded of 60% of the amount determined under the straight-line method. You also disclose that you have recorded the minimum amount of depreciation in each period since you placed the facility into service. It also appears based on your
disclosure in Note 6 on page 82 that the amount of your adjustment to the minimum in each period is material. Please provide us in a disclosure-type format, revised disclosure that explains why it is appropriate to record only 60% of the amount that
would be recorded under the straight-line method. Separately reference for us the authoritative literature you rely upon to support your accounting.

 Response: We provide below the requested revised disclosure, which will be included where appropriate in our future periodic report filings.

 Depreciation for certain specialized production equipment in our Florida biopharmaceutical manufacturing facility is calculated using the
units-of-production method. This specialized equipment is subject to wear and tear and exhaustion primarily as a result of use as opposed to the passage of time or technical obsolescence. We expect the annual utilization of these assets to

increase significantly during the useful life of the assets and, therefore, believe the units-of-production method of depreciation most appropriately
reflects the pattern of consumption of the equipment. However, because we anticipated low utilization levels during the initial years of the asset life and there was uncertainty as to whether higher production levels would be attained, we determined
that a minimum of straight-line depreciation over an approximate 13 year life should be recorded each period. Since placing the facility into service in 2001, we have recorded the minimum depreciation amount. We periodically evaluate the remaining
life and recoverability of this equipment based on the appropriate facts and circumstances.

 Likewise the disclosure in Note 6 would be
modified in future periodic report filings as follows.

 Depreciation expense related to the initial operation of our biopharmaceutical
manufacturing facility in Florida commenced in October 2001. Using the units-of-production method for certain specialized equipment in our biopharmaceutical facility, we recorded depreciation expense of $0.9 million, $1.3 million and $0.9 million in
2006, 2005 and 2004, respectively. In accordance with our depreciation policy for this specialized equipment, we recorded additional depreciation expense of $2.6 million, $2.1 million and $2.5 million in 2006, 2005 and 2004, respectively, because
the amount of depreciation resulting from the units-of-production method was less than our minimum threshold depreciation amount (see Note 2).

 We rely on Accounting Research Bulletin (ARB) 43 to support our accounting for these assets. ARB 43 defines depreciation as a systematic and rational process of distributing the cost of tangible assets over the life of the assets. It does
not favor a particular method but stipulates the method should be systematic and rational. We expect the utilization levels of these assets in the later years of their expected life to be significantly higher than the usage in the initial years of
operation and, therefore, believe that the units of production approach would more accurately reflect the pattern of consumption of the equipment. We were also concerned, however, that we may not record enough expense in the early years and,
therefore, modified our methodology to record minimum depreciation during periods of low production. This minimum depreciation was intended to mitigate against the risk of technical or other obsolescence by ensuring the life of the assets would not
exceed their useful life. The minimum depreciation amount recorded in each period is equal to the expense that would have been recorded using the straight-line method over a life of approximately 13 years, which management believes is a reasonable
estimate of the expected life of these specialized assets on an underutilized basis. The 60% of straight-line method referred to in the initial disclosure was calculated as 60% of the expense that would have been recorded using the straight-line
method under our depreciation policy for non units-of-production assets, which for non-units-of-production machinery and equipment is recognized

over approximately 8 years. We periodically evaluate the remaining life and recoverability of this equipment based on the appropriate facts and
circumstances.

 Exhibits 31: Certifications

2.
Please represent to us that in future periodic report filings you will provide the wording of the certifications exactly as presented in Item 601(b)(31) of Regulation S-K. In
this regard, your most recent certifications include the adjectives “annual” and “quarterly” when identifying the report covered by the certifications. Please remove these adjectives in future filings.

Response: In our future periodic report filings, we will word the certifications exactly as presented in Item 601(b)(31) of Regulation S-K.

 In connection with our response, we acknowledge that:

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

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

-
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any further questions or comments, please contact me at 561-989-5560.

 Sincerely,

 /s/ Jordan I. Siegel

 Jordan I. Siegel

 Senior Vice President, Finance and Administration

 Chief Financial Officer and Treasurer

Via Facsimile and U.S. Mail
Mail Stop 6010
        July 3, 2007

Leslie Hudson, Ph.D.
Chief Executive Officer and President
Nabi Biopharmaceuticals
5800 Park of Commer ce Boulevard N.W.
Boca Raton, FL  33487

Re: Nabi Biopharmaceuticals
 Form 10-K for Fiscal Year Ended December 30, 2006
 File No. 0-04829

Dear Dr. Hudson:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your documents.  In our comments, we
ask you to provide us with more inform ation so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

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

Form 10-K for the year ended December 30, 2006

Notes to Consolidated Financial Statements

Note 2:  Summary of Significant Accounting Policies

Property, plant and equipment, page 76

1. You disclose that you depreciate certain specialized production equipment in your
Florida biopharmaceutical manufacturing facility using the units-of-production
method with a minimum recorded of 60%  of the amount determined under the
straight-line method.  You also disclose that you have recorded the minimum amount of depreciation in each period since you placed the facility into service.  It
also appears based on your disclosure in  Note 6 on page 82 that the amount of

Leslie Hudson, Ph.D.
Nabi Biopharmaceuticals
July 3, 2007
Page 2
your adjustment to the minimum in each peri od is material.  Please provide us in a
disclosure-type format, revised disclosure that explains why it is appropriate to record only 60% of the amount that w ould be recorded under the straight-line
method.  Separately reference for us the authoritative literat ure you rely upon to
support your accounting.

Exhibits 31:  Certifications

2. Please represent to us that in future periodic report filings you will provide the wording of the certifications exactly as presented in Item 601(b)(31) of Regulation S-K.  In this regard, your most recent certifications include the adjectives “annual” and “quarterly” when  identifying the report covered by the
certifications.  Please remove thes e adjectives in future filings.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please s ubmit a letter that keys your responses to our
comments and provides the requested information.  Detailed letters greatly facilitate our
review.  Please furnish your letter to us via EDGAR under the form type label
CORRESP.

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

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

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

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

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

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

Leslie Hudson, Ph.D.
Nabi Biopharmaceuticals
July 3, 2007
Page 3
If you have any questions, please co ntact Mark Brunhofer , Senior Staff
Accountant, at (202) 551-3638.  In  this regard, do not hesita te to contact me, at (202)
551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant