CELLDEX THERAPEUTICS, INC.

119 Fourth Avenue

Needham, Massachusetts 02494

 

October 29, 2009

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

 

Re:          Celldex Therapeutics, Inc. (the “Company”)

Registration Statement on Form S-3/A (File No. 333-162613)

 

Ladies and Gentlemen:

 

In connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the Company hereby requests that the effective date of the above-mentioned registration statement be accelerated to 12:00 p.m. (New York time) on Friday, October 30, 2009, or as soon thereafter as practicable.

 

The Company hereby 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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

·                  the Company may not assert 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.

 

[signature page follows]

 

 

	Very truly yours,
	CELLDEX THERAPEUTICS, INC.
	By:	/s/ Anthony S. Marucci
		Anthony S. Marucci
		President and Chief Executive Officer