March 12, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attention: | Ada Sarmento, Staff Attorney | |
Suzanne Hayes, Assistant Director Office of Healthcare and Insurance |
| Re: | Arcus Biosciences, Inc. |
Registration Statement on FormS-1 (File No. 333-223086)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arcus Biosciences, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the above-referenced Registration Statement onForm S-1 (FileNo. 333-223086) (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Time on March 14, 2018, or as soon thereafter as practicable.
The Registrant hereby acknowledges that:
(i) should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Registrant may not assert comments of the Commission or the Staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant hereby authorizes Heidi Mayon or Richard Blake, both of whom are attorneys with the Registrant’s outside legal counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, to orally modify or withdraw this request for acceleration.
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The Registrant requests that it be notified of such effectiveness by a telephone call to Ms. Mayon at (650)463-5381 or, in her absence, Mr. Blake at (650)463-5432.
| Sincerely, | ||
| Arcus Biosciences, Inc. | ||
| By: | /s/ Terry Rosen | |
| Terry Rosen, Ph.D. | ||
| Chief Executive Officer | ||
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