December 10, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re: | Biohaven Pharmaceutical Holding Company Ltd. |
Registration Statement on Form S-1 (SEC File No. 333-228736)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Biohaven Pharmaceutical Holding Company Ltd. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern time, on December 12, 2018, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we expect to take all reasonable steps to effect the distribution of as many copies of the preliminary prospectus, dated as of the date hereof (“Preliminary Prospectus”), to secure adequate distribution of the Preliminary Prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, we hereby confirm that we are, and the other prospective underwriters have confirmed that they are, complying with the 48-hour requirement as promulgated by Rule 15c2‑8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Left Blank Intentionally]
Very truly yours,
GOLDMAN SACHS & CO. LLC
PIPER JAFFRAY & CO.
As Representatives
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By: GOLDMAN SACHS & CO. LLC |
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By: | /s/ Elizabeth Wood |
| Name: | Elizabeth Wood |
| Title: | Managing Director |
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By: PIPER JAFFFRAY & CO. |
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By: | /s/ Neil Riley |
| Name: | Neil Riley |
| Title: | Managing Director |
[Signature Page to UW Acceleration Request]