Via Edgar
September 15, 2016
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Suzanne Hayes
| Re: | Biodel Inc. |
| Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A |
| Filed on September 12, 2016 |
| File No. 001-33451 |
Dear Ms. Hayes:
Biodel Inc. (the “Company”) is submitting this letter in response to a verbal comment by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by our outside counsel, Cooley LLP, during a telephone conversation on September 15, 2016 relating to the Company’s Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A filed on September 12, 2016.
In response to the request of the Staff, the Company hereby acknowledges that:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We appreciate the Staff’s comment and request that the Staff contact the undersigned at (203) 796-5000, or Miguel J. Vega, outside counsel to the Company at (617) 937-2319, with any questions or comments regarding this letter. Thank you for your assistance.
Sincerely,
BIODEL INC.
/s/ Paul S. Bavier
Paul S. Bavier
Interim President and General Counsel
| cc: | Gary G. Gemignani,Biodel Inc. |
Miguel J. Vega,Cooley LLP
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