UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


    DIVISION OF
CORPORATION FINANCE


                                                                     August 15,
2019
Joseph F. Lawler
JFL Partners Fund LP
2110 Ranch Road 620 S, #341732
Lakeway, Texas 78734

        Re:     Merrimack Pharmaceuticals, Inc.
                PRRN14A preliminary proxy statement filing made on Schedule 14A
                Filed on August 13, 2019 by JFL Partners Fund LP, et al.
                File No. 001-35409

Dear Mr. Lawler,

        We have reviewed the above-captioned filing, and have the following
comments. Some
of our comments may ask for additional information so that we may better
understand the disclosure.

        Please respond to this letter by amending the filing and/or by
providing the requested
information. If you do not believe our comments apply to your facts and
circumstances, and/or do
not believe an amendment is appropriate, please tell us why in a written
response.

        After reviewing any amendment to the filing and any information
provided in response to
these comments, we may have additional comments.

Schedule 14A

Letter to Stockholders

1. Please refer to the following statement: "You can only vote for the
Company's directors by
   signing and returning a proxy card provided by the Company." Please qualify
this statement
   by indicating that stockholders may also vote for the Company's nominees via
Internet,
   telephone or in person at the Annual Meeting.
2. The letter to shareholders references the "incumbent management slate."
Given that the not
   all of the director candidates who populate the slate are incumbents, please
revise to remove
   the implication that execution of the registrant's proxy card will only
result in the reelection
   of directors who are presently serving Merrimack.
Background to the Solicitation, page 5
3. Please refer to the following statement: "On February 13, 2019, Dr. Lawler
and Dr. Peters
   met in Boston, Massachusetts for dinner. The parties discussed the Company
generally." If
   Dr. Lawler indicated at the February 13, 2019 meeting that JFL Capital was
considering
   nominating Dr. Lawler to the Board, such a discussion would be specific and
not "general"
   as represented. Please revise or advise.
 Joseph F. Lawler
JFL Partners Fund LP
August 15, 2019
Page 2

4. Please refer to the following statement: "On April 5, 2019, Dr. Lawler had a
telephone
   conversation with Dr. Peters and Ms. Franchi. During the call, the parties
discussed the
   discontinuation of the Company's drug candidate MM-310." If Dr. Lawler also
inquired
   about potential strategic transactions, including the possibility of a
reverse merger with a
   privately held company, please revise. In addition, if an April 10, 2019
discussion occurred
   with the registrant in which Mr. English inquired as to whether Merrimack's
management
   was considering a reverse merger as one strategic alternative, please revise
to include that
   information to remove the implication that the discussions were solely
related to operations.
Total Shareholder Return, page 10
5. The participants assert that "...(...the Company's total shareholder returns
have been
   negative over nearly every period outside of the last year)..." Please
provide us with the
   factual foundation for this statement and specifically address the
calculation of total returns
   from March 2012 through "its peak" in April 2015. Alternatively, please
delete or modify
   the statement. Refer to Note b. of Rule 14a-9.
       We remind you that the participants are responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        You may contact me at (202) 551-3266 with any questions.


                                                             Sincerely,

                                                             /s/ Nicholas P.
Panos

                                                             Nicholas P. Panos
                                                             Senior Special
Counsel
                                                             Office of Mergers
& Acquisitions
cc:   Steve Wolosky, Esq.
Ryan Nebel, Esq.