Published on May 25, 2007
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617.832.1113
pbork@foleyhoag.com
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Via
Edgar
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Securities
and Exchange Commission
Division
of Corporate Finance
450
Fifth Street, N.W.
Washington,
DC 20549
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Re:
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Novelos
Therapeutics, Inc.
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Registration
Statement on Form SB-2
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Ladies
and Gentlemen:
This
letter constitutes supplemental correspondence on behalf of Novelos
Therapeutics, Inc., a Delaware corporation (the “Company”), related to and filed
together with the Company’s Registration Statement on Form SB-2 (the
“Registration Statement”).
The Registration Statement covers the resale of 23,400,000 shares (the “Shares”)
of the Company’s common stock, par value $.00001 per share (the “Common Stock”),
by the selling stockholders identified therein.
The
Company is registering 22,500,000 shares of Common Stock, of which 15,000,000
are issuable upon conversion of the Company’s outstanding Series B preferred
stock and 7,500,000 are issuable upon exercise of the Company’s outstanding
five-year common stock purchase warrants. The preferred stock and warrants
were
sold in a private placement transaction completed on May 2, 2007. In addition,
the Company is also registering 900,000 shares of Common Stock which are
issuable upon exercise of warrants that were issued to placement
agents as
partial compensation for their services in the transaction. We refer you
to the
Company’s current report on Form 8-K filed with the SEC on April 13, 2007 and
its quarterly report on Form 10-QSB filed with the SEC on May 8, 2007 regarding
this private placement transaction and the various agreements associated
therewith.
Securities
and Exchange Commission
May
25,
2007
Should
a
member of the Staff have any questions concerning this filing, it is requested
that he or she contact the undersigned, Paul Bork, at (617) 832-1113, or
in my
absence, Amanda Kirouac at (617) 832-3091.
| Sincerely, | ||
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| /s/ Paul Bork | ||
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Paul Bork |
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PB
Enclosures
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cc:
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Mr.
Harry Palmin
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Ms.
Amanda Kirouac
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