Published on September 15, 2009
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September
15, 2009
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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
100
F Street, N.E.
Washington,
DC 20549
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Re:
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Novelos
Therapeutics, Inc.
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Registration Statement
on Form S-1
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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 S-1 (the
“Registration Statement”). The Registration Statement
covers the resale of 58,745,592 shares (the “Shares”) of the Company’s common
stock, par value $0.00001 per share (the “Common Stock”), by the selling
stockholders identified therein.
The
Shares consist of 37,649,442 shares of Common Stock issuable upon conversion of
the Company’s outstanding Series E preferred stock and 21,096,150 shares of
Common Stock 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 (and a concurrent exchange of all of the
then outstanding shares of the Company’s Series D preferred stock) completed on
February 11, 2009. We refer you to the Company’s Form 8-K filed with
the SEC on February 11, 2009 and its annual report on Form 10-K filed with the
SEC on March 30, 2009 regarding this private placement transaction, the related
exchange, and the various agreements associated therewith.
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, Matthew Eckert at (617) 832-3057.
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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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Mr. Matthew Eckert