June 3, 2020

Via E-mail

Jamie Leigh
Cooley LLP
1010 California Street, 5th Floor
San Francisco, CA 94111

       Re:     Portola Pharmaceuticals Inc.
               Schedule 14D-9 filed May 27, 2020
               Schedule 14D-9/A filed June 1, 2020
               File No. 5-87472

Dear Ms. Leigh:

       The staff in the Office of Mergers and Acquisitions has reviewed your
filing listed above.
We have the comments set forth below. In some of our comments, we may ask you
to provide
us with information so we may better understand your disclosure.

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

       After reviewing any amendments to your filing and the information you
provide in
response to these comments, we may have additional comments.

Schedule 14D-9

Portola's Reasons for the Offer, page 23

   1. The first sentence in this section states that the Portola Board
considered "numerous
      matters, including, but not limited to, the reasons enumerated below."
All of the reasons
      considered by the Board in making its recommendation to shareholders to
tender into the
      Offer should be summarized in the Schedule 14D-9. See Item 1012 of
Regulation M-A
      and Item 4 of Schedule 14D-9. Please revise or advise.

Projected Financial Information, page 29

   2. For the projections presented, summarize the underlying assumptions and
limitations on
      the projected figures (other than the assumption regarding future tax
rates included in the
 Jamie Leigh, Esq.
Cooley LLP
June 3, 2020
Page 2

       footnotes to the charts presented). Your revised disclosure regarding
the projections
       should also summarize what, if anything other than the impact of the
COVID 19 virus,
       caused the changes between the Initial Long Term Plan and the Updated
Long Term
       Plan.

Opinion of Portola's Financial Advisor, page 32

   3. The second bullet point on page 33 indicates that Centerview in its
fairness analysis,
      considered "certain other communications from the Company to its
stockholders." Please
      clarify to identify the communications and their context and to explain
how they were
      considered by the fairness advisor.

   4. In the third bullet point at the top of page 33, clarify whether the
Forecasts and Internal
      Data referenced that was provided to the fairness advisor in connection
with its analysis
      of this transaction are the same projections included earlier in this
disclosure document.
      If not, the non-public information provided to Centerview for use in the
fairness analysis
      here should be included. Please revise or advise.

                                              *   *   *

       We remind you that the Company is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        Please direct any questions about these comments to me at (202)
551-3263.


                                                            Sincerely,

                                                            /s/ Christina Chalk

                                                            Christina Chalk
                                                            Senior Special
Counsel
                                                            Office of Mergers
and Acquisitions