May 12, 2016
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Ms. Suzanne Hayes |
| Re: | Oncobiologics, Inc. |
| Registration Statement on Form S-1 | |
| Filed April 27, 2016 | |
| File No. 333-209011 |
| Acceleration Request | ||
| Requested Date: | Thursday, May 12, 2016 | |
| Requested Time: | 4:00 P.M. Eastern Time |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, Oncobiologics, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-209011) to become effective on May 12, 2016, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of Yvan-Claude Pierre, Daniel I. Goldberg and Marianne Sarrazin of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
In connection with this request, the Registrant acknowledges 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 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Registrant 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. |
| 7 Clarke Drive, Cranbury, NJ 08512 | (609) 619-3990 |
| Very truly yours, | ||
| Oncobiologics, Inc. | ||
| By: | /s/ Pankaj Mohan | |
| Pankaj Mohan, Ph.D. | ||
| Chairman, President and Chief Executive Officer | ||
| cc: | Lawrence A. Kenyon, Oncobiologics, Inc. |
| Yvan-Claude Pierre, Cooley LLP | |
| Daniel I. Goldberg, Cooley LLP | |
| Marianne Sarrazin, Cooley LLP | |
| Edwin O’Connor, Goodwin Procter LLP | |
| Seo Salimi, Goodwin Procter LLP |
| 7 Clarke Drive, Cranbury, NJ 08512 | (609) 619-3990 |