Mail Stop 6010


							August 2, 2005


Daniel Greenleaf
President and Chief Executive Officer
Vioquest Pharmaceuticals, Inc.
7 Deer Park Drive, Suite E
Monmouth Junction, New Jersey 08852

	Re:	Proxy Statement on Schedule 14A
    		File No. 0-16686
		Filed July 8, 2005

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should amend your proxy statement.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Proxy Statement

1. We note your disclosure that your proxy statement only contains
one proposal to be considered by your shareholders. More
specifically, you are asking shareholders to vote on your proposal
to
reincorporate the company from a Minnesota company to a Delaware
company.  As your disclosure provides, this reincorporation also
contemplates several changes to your certificate of incorporation.
Because we believe your certificate of incorporation will change
substantially in connection with reincorporation, we believe you
should revise your document so that each material change to your
certificate of incorporation is presented separately and thus,
enable
shareholders to vote on each proposed change.  Please note you may
state that each proposal is contingent on the approval of each of
the
other proposals, but you must allow shareholders to vote on each
of
the proposed material changes.
2. Please also indicate if shareholders are also being asked to
consider adjournment of the meeting if you do not solicit enough
votes for approval of the reincorporation proposal.  If so, please
revise the disclosure and provide another voting box on the proxy
card so that shareholders may decide whether to grant a proxy to
vote
in favor of postponement or adjournment for the solicitation of
additional proxies.

Questions and Answers About the Reincorporation, page 3

What will happen if the proposed Reincorporation is approved, but
the
Merger is not completed, page 4

3. Please briefly explain why you would continue to proceed with
the
reincorporation even if the merger is not completed. Please
provide a
more detailed answer in an appropriate section of the document.

Description of the Merger with Greenwich Therapeutics, page 7

Conversion of Greenwich Shares, page 7

4. Please specifically disclose the number of shares that
Greenwich
shareholders will receive as consideration of their shares of
Greenwich common stock.  Please separate the number of shares that
Greenwich shareholders will receive without regard to the shares
that
will be issued if certain clinical milestones are met.

5. Please also disclose the price per share of your common stock
on
the day the merger agreement was entered into as well as the
aggregate dollar amount of the shares you will be issuing to
Greenwich shareholders.  You should also disclose the exercise
price
of the warrants and any applicable expiration dates.

6. It appears that the Greenwich shareholders borrowed
substantially
all of the funds necessary to acquire the licenses and conduct
operations from Paramount, Dr. Rosenwald, or their affiliates.  In
addition, it appears that most of this indebtedness will be repaid
from the proceeds of VioQuest private placements.  As a result,
Greenwich`s shareholders will acquire their controlling interest
in
VioQuest for nominal consideration and license agreements for
unproven and undeveloped drug candidates.  Please revise the
discussion here and in the risk factor and merger sections
accordingly.

Escrow of Merger Shares and Warrants, page 7

7. If the milestone events are achieved, please disclose the total
percentage that Greenwich stockholders will hold of your common
stock.

8. Please briefly disclose the clinical developments that must be
met
in order for certain of the merger shares and warrants to be
released
to Greenwich shareholders.
Voting Agreements, page 7

9. Please identify the holders of more than 50 percent of
Greenwich`s
issued and outstanding common stock that have entered into voting
agreements to approve the merger agreement.

10. Please also disclose the vote required under Greenwich`s
corporate documents to approve the merger agreement and related
transactions.

Conditions to the merger, page 7

11. It appears that completion of a private offering of at least
$5
million is a material condition.  Please revise the discussion to
include this factor and to clarify the nature of the private
offering, i.e. debt or equity and the material terms of these
securities.

Risk Factors, page 9

"We may not realize the anticipated benefits of the Merger," page
9

12. Please expand your business description of Greenwich. For
example, when was the company incorporated and when it did start
commence operations. We note you have provided this information
elsewhere in the document, but believe you should provide the
information in this risk factor too.

13. Please also disclose when Greenwich acquired the rights to the
two oncology drug candidates.  Please also clarify what you mean
by
"early-stages of development."  Are the oncology drug candidates
still in the pre-clinical testing phase or in Phase I studies. We
note you have provided this information elsewhere in the document,
but believe you should provide the information in this risk factor
too.

"The Merger will significantly dilute your percentage ownership in
the Company," page 9

14. Please disclose the dilution that will occur if the shares in
escrow are released from the escrow account.

"The Merger will result in a significant dilution in the book
value
of your shares," page 9

15. Please clarify whether the amounts you have provided in this
risk
factor include the merger shares and warrants that will be held in
escrow pending achievement of the certain milestones of the two
Greenwich drug candidates.

"Following the Merger, a small group of persons will be able to
exert
significant . . . .," page 10

16. Please revise your heading to reflect that the small of group
holding a significant share of your common stock will be able to
also
exert significant control concerning the election of directors.

"Greenwich`s success depends upon license agreements," page 11

17. Please indicate what you mean by "certain" exclusive rights.

18. Please briefly identify what each right obtained by Greenwich
pertains to.

19. Please indicate the amount Greenwich paid to acquire the two
licenses and whether Greenwich has any further obligations to pay
either The Cleveland Clinic Foundation and the University of South
Florida Research Foundation, Inc. pursuant to the licensing
agreements, including any royalty or milestone payments.

20. Please disclose that current indebtedness of Greenwich and
that
Greenwich anticipates needing approximately $5 million to continue
its business development for the next 12 months as you have
disclosed
on page 48 under the heading "Research and Development."

"Greenwich needs to create and grow its scientific, sales and
support
operations," page 11

21. Please indicate how many additional employees you expect to
hire
in the sales operation after the merger. Please also include the
approximate time period in which you plan to increase the number
of
employees employed in Greenwich`s sales operations. Please also
provide disclosure that as of June 30, 2005, Greenwich has no
employees as set forth in the subsection entitled "Employees" on
page
48.

22. Please discuss the risks relating to the competition
surrounding
Greenwich as a separate risk factor.  In that discussion, please
also
identify Greenwich`s major competitors or if there are too many,
please indicate the approximate number of Greenwich`s competitors.

"Our future success is dependent on the hiring management of our
potential growth," page 12

23. Please disclose the approximate timing of the growth in your
business identified in this risk factor.  Please also indicate how
many employees you currently have and in what capacities or
categories of services such employees provide for you.

"If we are not able to obtain the necessary U.S. or worldwide
regulatory . . . .," page 12

24. Please indicate if you have any regulatory applications before
the FDA or any other governmental agency. To the extent you have
none, please so state.



"If we fail to adequately protect or enforce Greenwich`s
intellectual
property . . . .," page 15

25. Please indicate if Greenwich or the licensors have the
obligations to defend or instigate any suits against any patent or
licensed related suits of third parties.

Increase in Authorized Capital Stock, page 19

26. Please include a statement, if true, that you have no current
intentions or understandings to issue the additional authorized
shares of common stock other than issuances pursuant to your
merger
transactions with Greenwich.

Anti-Takeover Legislation, page 20

27. Please revise the paragraphs on page 21 beginning with the
phrases "The Minnesota business combination statute provides that
an
issuing public . . . ." and " In contrast to the Minnesota
statute,
the Delaware statute provides that if a person acquires 15% . . .
.."
so that the embedded lists provided in those paragraphs are
provided
for in bullet point format.

28. We note your disclosure that VioQuest Delaware will not meet
any
of the conditions enumerated in the second paragraph on page 21
beginning with the phrase "In contrast to the Minnesota statute,
the
Delaware statute provides . . . ." relating to class of voting
stock
that is listed on a national securities exchange, quoted on the
NASDAQ stock market or held of record by more than 2,000
shareholders.  While VioQuest Delaware may not currently meet
these
conditions, please provide disclosure that in the future VioQuest
Delaware could meet any one of these conditions and therefore
could
become subject to the prohibited business combination provision
described in this paragraph.

Abandonment of Reincorporation Merger, page 29

29. We note your disclosure that in the event the board of
directors
abandons the reincorporation or the company`s shareholders fail to
approve the reincorporation, the company would remain a Minnesota
corporation. This statements seems inconsistent with the
disclosure
you include in the Q&A section of the document under the question
"What will happen if the proposed Reincorporation is approved, but
the Merger is not completed?" where you state that you would
likely
still effect the reincorporation if shareholders approved the
proposal.  Please revise your disclosure so that information you
provide is consistent throughout the document.

Federal Income Tax Consequences of Reincorporation, page 29

30. You should state whether or not you have or will obtain a tax
opinion or revenue ruling regarding the reincorporation.  If you
have
not and are not obtaining an opinion or revenue ruling, state the
basis for the disclosure in the tax subsection.
The Merger, page 31

31. You indicate that you hired CRA International to render a
fairness opinion.  Please revise this section to provide a summary
of
the fairness opinion, including a statement as to the fairness of
the
transaction to shareholders of VioQuest.  Please also file the
opinion as an exhibit to the proxy statement.

32. Please disclose any negative factors the board considered
regarding the merger or any of its component transactions or
actions.

33. Please specify in what capacity the officers and directors of
VioQuest have known the founders and principals of Greenwich for
several years.

34. Please provide us with the schedules referred to in section
2.15
of the merger agreement.  We may have additional comments.

35. Please file the license agreements between Greenwich and the
Cleveland Clinic Foundation and the University of South Florida
Reseach Foundation, respectively.

Manner and Basis of Converting Greenwich Shares, page 32

36. We refer you to the last sentence of this subsection where you
disclose the percentage that Greenwich stockholders will be
entitled
to receive as consideration in the merger transaction. Please
clarify
if this percentage amount includes the amount to be issued upon
achievement of certain milestones related to two licensed products
of
Greenwich.

Escrow of Merger, page 34

37. You indicate that in the event the milestones described in
that
section are not achieved by June 30, 2008, any remaining shares
still
remaining in escrow will be released and delivered to VioQuest for
cancellation.  Does this include the shares that could be issued
to
Greenwich shareholders upon a change in control event?  Please
revise
your document to clarify.

Registration Rights; Lockup Agreement, page 34

38. You indicate that Greenwich shareholders will not be permitted
to
sell or otherwise transfer their merger shares for a period of one
year from the closing of the merger, subject to limited
exceptions.
Please identify the exceptions under which Greenwich shareholders
could be permitted to resale their shares earlier than the
identified
one year period.



Representations and Warranties, page 34

39. Please revise to provide a more detailed description of the
representations and warranties, including the nature of the
representations and warranties relating to each of the items you
have
specified in this section.

Closing conditions, page 34

40. We note the condition relative to raising $5 million in a
private
placement.  Please expand the discussion throughout the document
where appropriate to indicate specifically how these proceeds are
to
be utilized.

Termination, page 34

41. Please indicate if you are obligated to pay any termination
fees
if the transaction is not consummated. Similarly, please indicate
if
you are entitled to receive any fees from Greenwich if they
terminate
the agreement with you.

Interest of Certain VioQuest Directors in Greenwich, page 35

42. Please revise to disclose the percentage that each of Messrs.
Rocamboli and Weiser will own of your common stock after the
merger.

43. Please also disclose the percentage of your common stock that
Dr.
Rosenwald and his affiliates will own after the merger.

Chiral Business, page 37

44. Supplementally, please provide us with third party support for
the following statements. Please ensure the materials are marked
to
show support for your statements.

* "Over 50 percent of the 500 top-selling pharmaceutical drugs on
the
market are comprised of chiral molecules, including drugs used to
treat anxiety, depression, indigestion, heartburn, cancer,
arthritis,
AIDS and allegories."
* "The majority of new drug candidates under development by
pharmaceutical companies consist of chiral chemicals."
* "Sodium Stibogluconate, or SSG is a pentavalent antimonial drug
that has been used safely for over 50 years in parts of Africa and
Asia for the treatment of leishmaniasis, a protozoan disease."

If you cannot provide the third party documentation to support
these
statements, please delete these statements from your document.


45. Please provide us with a copy of the report in SRI Consulting
that supports your statement that, "In 2004, chiral drug sales
were
over $175 billion . . .  which represents over one third of the
complete drug market of over $470 billion."

46. Please expand the discussion where appropriate in the document
to
indicate the anticipated effects of the merger on your financial
condition and results from operations.  In this regard, we note
the
losses you currently incur and the anticipated expenses going
forward
with the merger.  In addition, since Greenwich`s officers and
directors will no longer continue with VioQuest or Greenwich after
the merger, please indicate how you intend to continue the
development of the candidates for which Greenwich has licenses.

Proposed Drug Development Business, page 40

47. We note your disclosure in the last sentence of this section
where you state that "Below is a summary of the relevant
information
relating to each of these product candidates."  Your document is
missing the summary. Please revise your document accordingly.

Where You Can Find More Information; Incorporation by Reference,
page
40

48. Please relocate this section so that it falls on the last page
of
your proxy statement as required by Note D to the instructions to
Schedule 14A.

49. Please revise the first full paragraph following the bullet
point
to state that requested copies will be provided without any
charge.

Cancer Statistics and Market Overview, page 42

50. Please provide us with third party documentation supporting
the
statistical and dollar figures you provide in this section. Please
ensure the materials are marked to show support for the
information
you provide in this section.

Greenwich Therapeutics` Product Candidates - Sodium
Stibogluconate,
page 43

51. We note your disclosure concerning the claims you make about
the
SSG drug and the recent research conducted by Greenwich`s
licensor.
Please provide disclosure that future tests might not corroborate
earlier tests and that to date, if true, no application to the
FDA,
has been submitted or expected to be submitted in the near future.
Please provide similar disclosure where you include similar
information either relating to the SSG product or other drug
candidate in your document, including the disclosure you provide
in
the section entitled "Greenwich Therapeutics` Product Candidates -
Triciribine" on page 45.



Clinical Development, page 44

52. Please explain what Phase I and Phase II clinical trials each
entail and any related approvals you or the Cleveland Clinic may
need
to participate in such trials.

53. We note your use of the term "Phase I/II" regarding your
currently ongoing clinical trials regarding your products.  The
use
of the term "Phase I/II" should only be used if your trials meet
all
the FDA requirements for a Phase II study.  As your disclosure
indicates that you expect to enter into Phase II trial in the
second
half of 2006, you should delete references to the term "Phase
I/II"
and replace the references with the term "Phase I" and explain
that
the trials are designated to provide information related to the
efficacy, not the effectiveness, of the product candidate.  Please
also discuss interim steps that must be taken before the Phase II
clinical trials can commence and reasons for any delays. Please
also
provide similar disclosure for the disclosure you make regarding
the
TCN drug on page 46.

54. We note your disclosure that the Cleveland Clinic has no
specific
obligation to Greenwich to fund the Phase I/II clinical trials. If
the Cleveland Clinic determines to discontinue the trials, please
indicate if you will continue testing the product or will some
other
third party continue with the trials.

Greenwich Therapeutics` Product Candidates - Triciribine, page 45

55. Please provide us with third party documentation supporting
your
statement that "Triciribine, or TCN, is a nucleoside analog that
had
been under development for many years as an anti-cancer therapy
and
as an anti-viral therapy."

56. Please also provide us marked copies of the information of the
sources you cite to in this first paragraph that supports the
various
claims you make in this paragraph.

SSG, page 47

57. Please disclose the aggregate amount Greenwich has paid to
Cleveland Clinic to date.

58. You also state that Greenwich will pay the Cleveland Clinic an
annual license maintenance fee of $35,000 until the first
commercial
sale of the licensed product.  Does this disclosure mean that
after
the first commercial sale no annual fee is necessary? Please
clarify.

59. Please also disclose any termination or expiration provisions
applicable to Greenwich`s licensing agreement with the Cleveland
Clinic.



TCN, page 47

60. Please clarify what "certain intellectual property rights"
Greenwich acquired in connection with its agreement with the
University of South Florida Research Foundation.

61. Please disclose the aggregate amount Greenwich has paid to the
University of South Florida to date.
62. Please indicate how long Greenwich is obligated to pay annual
licensing fees of $25,000 to the University of South Florida.

63. Please also disclose any termination or expiration provisions
applicable to Greenwich`s licensing agreement with the University
of
South Florida.

Plan of Operation, page 48

64. Elsewhere in the filing you disclose several license
agreements
and potential milestone payments under these agreements.  As this
is
a matter that could materially impact your liquidity, please
provide
a similar discussion within the Plan of Operations.  Also disclose
the potential milestones to be paid related to both the SSG and
TCN
agreements in your discussion of those licenses on page 47.

65. You indicate that Greenwich will require additional financing
of
approximately $5 million to operate its planned development
activities for the next 12 months. As your financial statements
indicate you are a going-concern, please indicate how you intend
to
raise the needed $5 million needed to fund Greenwich`s activities.

Selected Historical Financial Data, page 48

66. Please revise this presentation to include the year ended
December 31, 2004 statement of operations amounts.  Also include
the
balance sheet information as of December 31, 2004.  In addition to
the information that you disclose here, please include book value
per
share and any pro forma information.  Refer to Item 3(e) and (f)
of
the instructions to Form S-4.

Pro Forma Financial Statements, page 56

Notes to Unaudited Condensed Combined Financial Statements, pages
60

(1) Description of Transaction and Basis of Presentation, page 60

67. Please disclose here and in other portions of the document
where
you discuss the repayment of the note what happens to the other
one
third if the company does not raise the $10 million.  Include
whether
it is forgiven or what the terms of that note become should you
raise
less than the requisite amount.
68. It is unclear based on your discussion of the amount that you
will record as in-process research and development how you are
valuing this charge.  Please note that the current discussion
seems
to infer that you are using a residual valuation that is only
applicable to valuing goodwill.  This is evidenced by the fact
that
the contingent payments will increase this charge, but no
additional
benefit such as new technology and such will be received.  Please
better explain this apparent inconsistency to help us understand
why
this is appropriate.

69. Please revise note (5) to include a better discussion of what
this financing commitment represents.  Include the structure of
the
offering, the timing of the offering, and a calculation of any per
share information impact that it will have.

Financial Statements - Greenwich Therapeutics, Inc., page C-1

Statements of Cash Flows, page C-6

70. Please explain to us why it is appropriate to apparently
include
the issuance of the notes payable to a related party discussed in
note 2 as the line item "Expenses paid by related party on behalf
of
the Company" instead of as a financing activity.  Please include
any
reference to the specific paragraphs within the applicable
authoritative literature that support this treatment.

Note 4 - Stockholders` deficiency, page C-9

71. Please disclose when the subscription is due along with any
other
information related to this subscription that might be important
to
better understand it.

*	*	*

	As appropriate, please amend your filing in response to these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating
to a company`s disclosure, they are responsible for the accuracy
and
adequacy of the disclosures they have made.


	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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
proceedings initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Tabatha Akins at (202) 551-3658 or James
Atkinson, Accounting Branch Chief at (202) 551-3674 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Song P. Brandon at (202) 551-3621, John
Krug
at (202) 551-3862or me at (202) 551-3710 with any other questions.

							Sincerely,



							Jeffrey P. Riedler
							Assistant Director


cc:	Christopher J. Melsha, Esq.
	Maslon Edelman Borman & Brand, LLP
	3300 Wells Fargo Center
	90 South Seventh Street
	Minneapolis, Minnesota 55401












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Daniel Greenleaf
Vioquest Pharmaceuticals, Inc.
August 2, 2005
Page 1