1(212) 318-6053

[email protected]

October 27, 2017

VIA EDGAR AND BY COURIER

Ms. Christine Westbrook

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of Galena Biopharma, Inc. (“Galena”), we are transmitting for filing one copy of Amendment No. 1 (the “Amendment”) to Galena’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”) marked to show the changes made to Galena’s Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on September 22, 2017.

This Amendment is being filed in response to comments with respect to the Registration Statement received from the Commission (the “Staff”) by letter dated October 20, 2017. The numbering of the paragraphs below corresponds to the numbering of the Staff’s comments which, for your convenience, we have incorporated into this response letter in italics. Page references in the text of Galena’s responses correspond to the page numbers of the Amendment. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Amendment.

Registration Statement on Form S-4

General

Galena has revised the prospectus cover page in response to the Staff’s comment.

Ms. Christine Westbrook

October 27, 2017

Page 2

Galena has revised the disclosure on the prospectus cover page in response to the Staff’s comment.

Prospectus Summary, page 1

(1)    Galena’s non-compliance with NASDAQ Listing Rules and the condition to completion of the merger that Galena maintain the listing on NASDAQ;

(2)    the discontinuation of the Phase 3 PRESENT clinical trial, including that Galena’s other product candidates have a similar mechanism of action and therefore may no longer be viable products; and

(3)    Galena’s significant involvement in legal proceedings, included settled and pending cases.

Galena has revised the disclosure on pages 9 and 10 in response to the Staff’s comment.

The Companies, page 1

Galena has revised the disclosure on page 1 in response to the Staff’s comment. Galena has removed references through the Amendment to completing a majority of the work for the initial Phase 3 trial on pages 1, 83, 181 and 226. Galena has also removed references to drug candidates as “Phase 3 ready” on pages 1, 44, 46, 87, 148, 196, 200, 245 and F-92.

Overview of the Merger Agreement and Agreements Related to the Merger

Ms. Christine Westbrook

October 27, 2017

Page 3

Conditions to the Completion of the Merger, page 6

Galena has revised the disclosure on page 6 in response to the Staff’s comment.

Nasdaq Stock Market Listing, page 8

Galena has revised the disclosure on page 9 in response to the Staff’s comment.

Risk Factors

Galena may become involved in securities class action litigation...., page 14

Galena respectfully advises the Staff that the referenced risk factor relates to litigation surrounding the Merger. However, Galena has revised the risk factor titled “Galena is, and in the future may be, subject to legal or administrative actions that could adversely affect Galena’s business financial condition and Galena’s business” on pages 35-37 and added a new risk factor on page 37 in response to the Staff’s comment.

Galena will continue to be responsible for certain liabilities . . ., page 19

Galena has revised the disclosure on page 22 to clarify the period of time during which

Ms. Christine Westbrook

October 27, 2017

Page 4

Galena is responsible for specified liabilities relating to Abstral and Zuplenz. Galena acknowledges the Staff’s comment regarding the amount up to which Galena has agreed to indemnify Sentynyl and Midatech. Galena respectfully advises the Staff that any indemnification for breach of Galena’s representation, warranties and covenants under the agreements with Sentynyl and Midatech is limited and immaterial as there is very little product that remains subject to these agreements. In addition, Galena respectfully advises the Staff that it received confidential treatment pursuant to an order granting confidential treatment dated April 29, 2016, with respect to certain information in the Midatech agreement, including the indemnification cap amount. Therefore, Galena respectfully submits to the Staff that Galena does not believe that the indemnification cap amounts for these agreements is material, nor that inclusion of such information would provide any meaningful information to stockholders.

Galena’s Phase 3 PRESENT clinical trial was stopped due to futility..., page 20

Galena has revised the disclosure on pages 21-22 in response to the Staff’s comment to address the fact that GALE-301 and GALE-302 have a similar mechanism of action to NeuVax and may no longer be viable product candidates as monotherapies. Galena respectfully advises the Staff that it does not believe that results of a study on the use of NeuVax as a monotherapy can be extrapolated to the use of NeuVax in combination with other therapies. Accordingly, Galena has not added disclosure regarding risks to Galena’s programs involving use of NeuVax in combination with other therapies resulting from the failure of the PRESENT trial.

In the clinical trials using NeuVax, Leukine is also administered . . ., page 23

Galena has revised the disclosure on page 24 in response to the Staff’s comment.

GALE-401 must successfully complete a Phase 3 clinical trial..., page 24

Ms. Christine Westbrook

October 27, 2017

Page 5

Galena has revised the disclosure on pages 25 and 182 in response to the Staff’s comment.

SELLAS will require substantial additional financing ..., page 38

Galena has revised the disclosure on pages 42, 213 and 247 in response to the Staff’s comment.

Market Price and Dividend Information, page 72

Galena has revised the disclosure on page 76 in response to the Staff’s comment.

The Merger

Background of the Merger, page 79

Galena respectfully advises the Staff that Galena has determined that the materials provided by Peter J. Solomon Company, LLC (“PJSC”) and provided to the Galena Board on February 24, 2017 and June 8, 2017 (such materials, the “PJSC Materials”) are not materially related to the transaction, and as such, Galena does not believe that any additional disclosure about the PJSC

Ms. Christine Westbrook

October 27, 2017

Page 6

Materials is required to be included in the proxy statement/prospectus/consent solicitation statement pursuant to Item 4 of Form S-4 and Item 1015(b) of Regulation M-A. The Galena Board retained PJSC as its strategic advisor to assist the Galena Board in determining what strategic options were available to Galena to maximize stockholder value. The PJSC Materials contained preliminary analyses related to certain alternatives that PJSC determined would be worth exploring. The PJSC Materials did not contain any analyses regarding the Merger or SELLAS and at no point did PJSC provide any such analyses or otherwise opine on the Merger or SELLAS.

Galena acknowledges the Staff’s comment and Galena has supplementally sent to the Staff via overnight courier copies of all materials prepared by Canaccord Genuity shared with the Galena Board, including copies of all board books and all transcripts and summaries that were material to the Galena Board’s decision to approve the Merger Agreement and the transactions contemplated thereby.

In addition, Galena has revised the disclosure on page 84 in response to the Staff’s comment to clarify that Canaccord Genuity was in attendance at the February 24, 2017 Galena Board meeting.

Galena has revised the disclosure on page 83 in response to the Staff’s comment and has

Ms. Christine Westbrook

October 27, 2017

Page 7

eliminated the reference to “market conditions.” With respect to the Staff’s comment that Galena expand its description of the January 17, 2017 meeting, Galena has disclosed the strategic alternatives presented by management on page 82 in response to the Staff’s comments. Galena respectfully submits the remainder of the information requested by the Staff does not lend itself to summary disclosure, and that all material information regarding the January 17, 2017 meeting is disclosed in the Amendment.

Galena has revised the disclosure on page 86 in response to the Staff’s comment.

Galena has revised the disclosure on pages 85 and 86 in response to the Staff’s comment. Galena respectfully advises the Staff that there was no Galena Board meeting on April 27, 2017 and no discussions took place between the Galena Board and PJSC on April 27, 2017.

Galena has revised the disclosure on pages 93 and 94 in response to the Staff’s comment. In addition, Galena respectfully advises the Staff that Galena’s management and the Galena Board did not spend a significant amount of time considering the Sely I note in determining the exchange ratio, as the conversion of this note was to occur prior to the closing of the Merger and, thus, would not affect the relative ownership of Galena and SELLAS securityholders in the continuing company.

Ms. Christine Westbrook

October 27, 2017

Page 8

Galena has revised the disclosure on pages 95, 96 and 103 in response to the Staff’s comment.

Galena respectfully advises the Staff that an exchange ratio of 80% SELLAS 20% Galena was initially proposed by SELLAS on June 2013, as disclosed on page 91. As disclosed in the Amendment, negotiations between the parties concerning the exchange ratio took place on a variety of dates, including:

Galena has revised the disclosure on page 93 to provide additional disclosure regarding these negotiations. Galena has also revised the disclosure on page 94 to provide additional disclosure regarding what was discussed at the July 24, 2017 meeting where Galena management discussed options proposed by SELLAS with the Special Committee.

Ms. Christine Westbrook

October 27, 2017

Page 9

Galena has revised the disclosure on pages 96-98 in response to the Staff’s comment.

In response to the Staff’s comment regarding the processes employed to assess the value of the potential transactions, Galena has revised the disclosure on pages 86-87.

In response to the Staff’s comment regarding the Galena Board’s determination to pursue negotiations with Parties 10, 7 and SELLAS, Galena has revised the disclosure on page 91.

Reasons for the Merger, page 94

Galena respectfully advises the Staff that the second bullet point on page 98 of the Amendment (Page 94 of the original filing) as well as the other bullets on that page relate to factors the Galena Board viewed as supporting the Merger. Accordingly, Galena does not believe that the requested disclosure is appropriate for this section. Galena has, however, provided the requested disclosure on page 102 in response to the Staff’s comments.

Galena has revised the disclosure on pages 10 and 13 in response to the Staff’s comment.

Opinion of Galena Financial Advisor

Selected Peer Group Analysis

Ms. Christine Westbrook

October 27, 2017

Page 10

Selected Precedent Initial Public Offering Analysis

Selected Precedent Transactions Analysis, page 102

Galena has revised the disclosure on pages 106-109 in response to the Staff’s comment.

Agreements Related to the Merger, page 136

Galena respectfully advises the Staff that support agreements entered into by SELLAS shareholder were entered into only by executive officers, directors, affiliates and holders of 5% or more of SELLAS’ voting equity securities. Galena further advises the Staff that, consistent with the disclosures on the cover page and page (x), SELLAS will be soliciting consent from all of its shareholders to approve the Merger, and adopt the related merger agreements as required by Bermuda law and Section 5.2(a) of the Merger Agreement. No SELLAS shareholder who signed a support agreement has delivered a written consent.

Pursuant to the guidance in C&DI No. 239.13, Galena may enter into support agreements with management and particular security holders of SELLAS to vote in favor of the Merger. According to C&DI No. 239.13, the Staff has not objected to the registration of offers and sales where support agreements have been signed in the following circumstances:

Ms. Christine Westbrook

October 27, 2017

Page 11

C&DI No. 239.13 further states that where the persons entering into the agreements also deliver written consents approving the business combination transaction, the Staff has objected to the subsequent registration of the exchange on Form S-4 for any of the shareholders.

With respect to (i) above, the support agreement was entered into by only executive officers, directors, affiliates, founders and their family members, and holders of 5% or more of the voting equity securities of SELLAS.

With respect to (ii) above, less than 100% of the holders of voting equity of SELLAS have entered into the voting agreement.

With respect to (iii) above, consents will be solicited pursuant to the proxy statement/prospectus/consent solicitation statement from SELLAS shareholders who did not sign the support agreement and who would be ineligible to purchase in a private offering pursuant to exemptions from registration. In this regard, there are 26 shareholders of record who did not execute the support agreement and whose votes will be solicited pursuant to the proxy statement/prospectus/consent solicitation statement. Galena believes that a number of these individuals are likely not accredited investors.

With respect to the consideration addressed in C&DI No. 239.13 regarding whether persons entering into an agreement also deliver written consents approving the business combination transaction, no written consents have been delivered by SELLAS shareholders, and written consents will not be solicited until after the S-4 has been declared effective by the Commission and the proxy statement/prospectus/consent solicitation statement has been delivered to the shareholders.

Matters Being Submitted to a Vote of Galena Shareholders

Ms. Christine Westbrook

October 27, 2017

Page 12

Galena Proposal No. 6: The Bylaws Amendment Proposal, page 170

Galena has revised the disclosure on page 177 in response to the Staff’s comment.

Galena Business

Overview, page 174

Galena respectfully advises the Staff that it was the NeuVax PRESENT trial that failed Phase 3 and was halted, as disclosed on pages 21-22, 28, 83 and 184. That trial is not included in the table, and we do not believe that the table, which is a table of Galena’s clinical development pipeline, should include disclosure about a failed Phase 3 program that is not part of Galena’s ongoing clinical development pipeline. In addition, we respectfully advise the Staff that the clinical development pipeline table on page 181 is color coded to clearly indicate the status of each trial as “Completed” or “Ongoing.” However, Galena has revised the pipeline table on page 181 to eliminate the arrows at the end of the bars that indicate the status of each trial to avoid any implication that the Phase 2 trials will lead to Phase 3 trials.

Galena has revised the pipeline table on page 182 in response to the Staff’s comment. Please also see Galena’s response to comment 29.

Ms. Christine Westbrook

October 27, 2017

Page 13

GALE-401 (anagrelide controlled release (CR)), page 175

Galena has revised the disclosure on pages 182 and 208 in response to the Staff’s comment.

Galena has revised the disclosure on pages 25 and 183 in response to the Staff’s comment.

GALE-301 and GALE-302, page 178

Galena has revised the disclosure on pages 186-187 in response to the Staff’s comment.

Intellectual Property, page 181

Galena has revised the disclosure on page 188 in response to the Staff’s comment.

Ms. Christine Westbrook

October 27, 2017

Page 14

Legal Proceedings, page 184

Galena has revised the disclosure on pages 191-193 in response to the Staff’s comment.

SELLAS Business

Key Features, page 192

Galena has revised the disclosure on page 200 in response to the Staff’s comment.

SELLAS Strategic Collaborations and License Agreements, page 204

Galena has revised the disclosure on page 213 in response to the Staff’s comment.

Intellectual Property, page 206

Galena has revised the disclosure on page 215 in response to the Staff’s comment.

Galena Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations for the Three and Six Months Ended June 30, 2017 and 2016

Research and Development Expense, page 223

Ms. Christine Westbrook

October 27, 2017

Page 15

Galena respectfully advises the Staff that Galena manages its research and development (“R&D”) expense on a consolidated portfolio basis only, and does not track or manage total R&D expense by product candidate and study. Galena believes that a further break-out of information compared to what is used by Galena for managing and controlling the activities is not practical, as such information is not consistently prepared across the company and would therefore likely not add relevant and reliable information to an investor’s understanding of the composition of R&D costs.

Galena’s R&D expenses are comprised of both (i) direct costs, which are mainly external and/or individually allocable to a particular project, and (ii) internal or indirect costs attributable to the R&D organization in general. Galena manages and controls its R&D expenses on a consolidated portfolio basis, and internal or indirect costs are not allocated to particular product candidates. External costs, such as contract research organization costs, manufacturing costs, preclinical and clinical study costs, and certain consultancy fees are tracked on a product-by-product and study-by-study basis. Internal and indirect costs are not allocated to specific product candidates. Galena continually reviews its R&D pipeline and the status of development and, as necessary, reallocates internal resources among the R&D product portfolio that it believes will best support the future growth of the business.

Further, certain R&D expenses related to Galena’s partnered product candidates are incurred by collaboration partners, which has the effect of reducing or eliminating the R&D costs incurred by Galena for such product candidates. Furthermore, Galena’s collaboration partners typically incur significant R&D expenses for product candidates at amounts that are not known or made available to Galena. Therefore, comparing Galena’s R&D expenses across product candidates on a study-by-study basis will not reflect a complete picture of all financial resources devoted to individual product candidates and related studies, nor necessarily reflect the stage of development for each particular product candidate.

Therefore, Galena believes that providing the additional breakout of total R&D expenses per product candidate and study could potentially be misleading to investors because (i) the nature of how Galena’s internal and indirect costs are allocated could be arbitrary given Galena does not track and allocate such costs by product candidate; and (ii) certain of Galena’s product candidates and related studies are being, or have been, developed with partners in which the partners have incurred a significant part of the R&D expenses of such product candidate.

Ms. Christine Westbrook

October 27, 2017

Page 16

In response to the Staff’s comment, Galena has expanded disclosures on pages 232-233 to break out the direct external costs for the three ongoing studies related to NeuVax and the GALE-401 asset and explicitly stated that Galena does not allocate internal or indirect R&D expenses by product candidate and study.

Galena advises the Staff that the patent prosecution costs are primarily legal and regulatory costs and totaled $31,000 and $129,000 for the three and six months ended June 30, 2017, respectively, and, $60,000 and $162,000 for the three and six months ended June 30, 2016. The classification of these costs as research and development expenses was not consistent with the guidance contained in ASC 730-10. Galena assessed whether this error was material to its consolidated financial statements from a quantitative and qualitative perspective in accordance with ASC 250 and SAB 99. Galena considered, among other things, that the error was a classification error affecting two line items within the caption “Total operating expenses” in the consolidated statements of operations (the error did not impact the total of this line item). Further, the error did not impact any other line items in the basic financial statements or the related footnotes. Based on this assessment, Galena concluded that these amounts are immaterial to its consolidated financial statements for each period presented and, accordingly, it has not revised its consolidated financial statements to correct this error.

In future filings, beginning with Galena’s third quarter 2017 condensed consolidated financial statements, Galena will classify patent prosecution costs that are legal and regulatory in nature within general and administrative expenses and will revise its accounting policy disclosures accordingly.

Substantially all of the research and development expenses included in the condensed consolidated financial statements were classified properly based on the guidance contained in ASC 730. Accordingly, Galena has deleted the reference to patent prosecution costs being classified within research and development expenses.

Description of Indebtedness, page 242

Ms. Christine Westbrook

October 27, 2017

Page 17

Galena respectfully advises the Staff that it has revised the disclosure on pages 253, 280 and 336 to include the number of warrants to be issued to Sely I and that the exchange ratio has been updated to take the issuance of these warrants into account. Galena notes for the Staff that the issuance of these securities will not change the percentage of the continuing company’s securities to be held by Galena’s and SELLAS’ respective securityholders. As disclosed throughout the Amendment, Galena securityholders immediately prior to the effective time of the Merger are expected to own approximately 32.5% of the aggregate number of shares of Galena Common Stock, and SELLAS securityholders are expected to own approximately 67.5% of the aggregate number of shares of Galena Common Stock, in each case calculated on a fully diluted basis for the continuing company, except for the exclusion of the impact of a potential third party financing consented to by SELLAS and 2,556,851 shares of Galena Common Stock issuable pursuant to out-of-the money Galena warrants. See, e.g., page i.

Unaudited Pro Forma Condensed Combined Balance Sheet, page F-91

Galena has revised the disclosure on page F-105 through F-113 in response to the Staff’s comment. In addition, Galena respectfully advises the Staff that the carrying values of the product rights and IPR&D do not approximate fair value.

Ms. Christine Westbrook

October 27, 2017

Page 18

Galena has revised its unaudited Pro Forma Condensed Combined Balance Sheet included in the Amendment to include the current portion of convertible debt balance as the underlying shares they converted into are included in the pro forma equity balances. Galena advises the Staff that this current portion of convertible debt was converted into shares of SELLAS in July 2017 and separate from the anticipated conversion of the 2015 SELY Note upon consummation of the Merger.

Unaudited Pro Forma Condensed Combined Financial Statements 4. Pro Forma Adjustments, page F-97

Galena has revised the disclosure on page F-112 in response to the Staff’s comment.

*    *    *

If you have any questions, or if it would expedite your review in any way, please do not hesitate to contact the undersigned at (212) 318-6053 or Thomas Pollock at (415) 856-7047.

We thank the Staff in advance for its assistance.

Sincerely,

/s/ Keith D. Pisani

Keith D. Pisani

for PAUL HASTINGS LLP

Enclosures

LEGAL_US_W # 91848125.11