January 29, 2014

VIA EDGAR

Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Rosenberg:

You recently provided Galena Biopharma, Inc., a Delaware corporation (the “Company”), with a comment letter dated January 14, 2014 regarding the Company’s above-referenced filings. This letter contains the Company’s response to the comment in your comment letter, which we have reproduced below for your convenience.

Form 10-Q for the Quarterly Period Ended September 30, 2013

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Business and Basis of Presentation

Acquisitions and In-Licensing, page 9

Jim B. Rosenberg

January 29, 2014

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COMPANY’S RESPONSE

Background

The discussion below lists several key facts about our acquisition of Abstral (the “Product”) and its history in the U.S. market. We support our conclusion that the Product acquisition was the purchase of an asset and not a business combination:

Jim B. Rosenberg

January 29, 2014

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In response to your comment, our consideration of FASB Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”) with respect to the treatment of the Product acquisition as an asset purchase and not a business combination is included in the following paragraphs, each beginning with the relevant paragraphs from the literature in italics:

Definition of a business

805-10-55-4 - A business consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. The three elements of a business are defined as follows:

a. Input. Any economic resource that creates, or has the ability to create, outputs when one or more processes are applied to it. Examples include long-lived assets (including intangible assets or rights to use long-lived assets), intellectual property, the ability to obtain access to necessary materials or rights, and employees.

b. Process. Any system, standard, protocol, convention, or rule that when applied to an input or inputs, creates or has the ability to create outputs. Examples include strategic management processes, operational processes, and resource management processes. These processes typically are documented, but an organized workforce having the necessary skills and experience following rules and conventions may provide the necessary processes that are capable of being applied to inputs to create outputs. Accounting, billing, payroll, and other administrative systems typically are not processes used to create outputs.

c. Output. The result of inputs and processes applied to those inputs that provide or have the ability to provide a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants.

We purchased from Orexo assets and rights representing only limited inputs necessary to carry on the Product as a business, and no liabilities were acquired or assumed. The assets and rights acquired in the transaction include:

Jim B. Rosenberg

January 29, 2014

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The group of assets, or inputs, acquired was absent several key inputs and substantially all the key processes and activities needed to integrate with inputs to produce, or being capable of producing, outputs. The most important missing inputs, processes and activities include:

Jim B. Rosenberg

January 29, 2014

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Given the pervasive lack of key inputs, activities and processes, the asset group purchased does not contain the elements necessary to be deemed a business based on the definition provided by ASC 805.

Market participant viewpoint

805-10-55-5 - To be capable of being conducted and managed for the purposes defined, an integrated set of activities and assets requires two essential elements—inputs and processes applied to those inputs, which together are or will be used to create outputs. However, a business need not include all of the inputs or processes that the seller used in operating that business if market participants are capable of acquiring the business and continuing to produce outputs, for example, by integrating the business with their own inputs and processes.

805-10-55-8 - Determining whether a particular set of assets and activities is a business should be based on whether the integrated set is capable of being conducted and managed as a business by a market participant. Thus, in evaluating whether a particular set is a business, it is not relevant whether a seller operated the set as a business or whether the acquirer intends to operate the set as a business.

While the matter of whether a market participant would be “capable of” operating the acquired set of inputs as a business is somewhat subjective, we believe that in our case the missing activities and processes as noted above are so pervasive and significant that it is clear that a market participant would not be able to reasonably continue the business without a substantial amount of incremental effort and build-out of the activities and processes, similar to the efforts we had to undertake.

As noted in the Ernst & Young publication, Definition of a Business Under ASC 805 (dated November 11, 2009), “If a market participant, which in many cases would be a competitor of the acquirer, would have the missing inputs or processes, or could easily replace or replicate the missing inputs and processes (i.e., the missing elements are not more than minor), the acquired set is likely a business. However, if the acquired set has no processes (e.g., only assets, and no activities, were acquired), the acquired set in most cases would not constitute a business.” The above is relevant to our fact pattern. We believe that a market participant, or competitor of ours, would not have the ability to easily replace the missing processes in this transaction, as the missing elements are more than minor,

Jim B. Rosenberg

January 29, 2014

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particularly given no activities or processes were acquired as part of this transaction. Moreover, the missing processes and activities are difficult to obtain and take time to build as a result of the high degree of specificity inherent in the nature of the Product, including the following examples:

Development stage considerations

805-10-55-6 - The nature of the elements of a business varies by industry and by the structure of an entity’s operations (activities), including the entity’s stage of development. Established businesses often have many different types of inputs, processes, and outputs, whereas new businesses often have few inputs and processes and sometimes only a single output (product). Nearly all businesses also have liabilities, but a business need not have liabilities.

805-10-55-7 An integrated set of activities and assets in the development stage might not have outputs. If not, the acquirer should consider other factors to determine whether the set is a business. Those factors include, but are not limited to, whether the set:

a. Has begun planned principal activities

Jim B. Rosenberg

January 29, 2014

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b. Has employees, intellectual property, and other inputs and processes that could be applied to those inputs

c. Is pursuing a plan to produce outputs

d. Will be able to obtain access to customers that will purchase the outputs.

Not all of those factors need to be present for a particular integrated set of activities and assets in the development stage to qualify as a business.

We have considered several factors, including those listed in (a) – (d) above. As discussed above, we have acquired inputs consisting primarily of intangible assets but we did not acquire any complementary inputs, processes or ongoing activities that would constitute a business. Also as discussed above, the planned principal activities took several months to get up and running as a result of our need to establish and build the key processes needed to conduct the Product business. Therefore, while we were pursuing a plan to produce outputs and were eventually able to obtain the necessary customer access (per c. and d. above), we believe the lack of activities and processes, and the need to build those activities and processes prior to commencing principal activities, supports our conclusion that we did not acquire a business. Accordingly, we have concluded the application of this guidance, even from the perspective of a development stage entity, supports our conclusion that the acquisition of the product was an asset acquisition.

Presence of goodwill

55-9 In the absence of evidence to the contrary, a particular set of assets and activities in which goodwill is present shall be presumed to be a business. However, a business need not have goodwill.

Consistent with our conclusion documented above, we believe we have acquired assets consisting of the license to distribute the Product and a small amount of inventory. There are no indicators that there would be any goodwill associated with the acquisition. As such, we did not consider this guidance to be relevant to our conclusion.

Based on the above analysis, we have concluded that our treatment of the licensing of Abstral as an asset acquisition and not a business combination is in accordance with ASC 805.

Jim B. Rosenberg

January 29, 2014

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Please contact the undersigned if you have any questions or comments regarding this response letter.