SecProbe.io

CORRESP
1
filename1.htm

CORRESP

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

January 17, 2020

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 VIA EDGAR AND OVERNIGHT DELIVERY

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-6010

Attention:

Sonia Bednarowski

Dietrich King

Bonnie Baynes

Lisa Vanjoske

          Re:

Revolution Medicines, Inc.

Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted on January 10, 2020

CIK No. 0001628171

 Ladies and Gentlemen:

On behalf of our client, Revolution Medicines, Inc. (the “Company”), we are hereby filing a Registration Statement on
Form S-1 (the “Registration Statement”). The Company previously submitted a Draft Registration Statement No. 3 on Form S-1 on
January 10, 2020 (the “Draft Submission”) to the U.S. Securities and Exchange Commission (the “Commission”) on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our
Business Startups Act. The Registration Statement has been revised to reflect the Company’s responses to the comment letter to the Draft Submission received on January 15, 2020 from the Staff of the Commission (the
“Staff”). For your convenience, we are providing by overnight delivery a courtesy package that includes ten copies of the Registration Statement, including five copies which have been marked to show changes from the Draft
Submission, as well as a copy of this letter.

 For ease of review, we have set forth below each of the numbered comments of your letter in
bold type followed by the Company’s responses thereto.

 January 17, 2020

 Page
 2

 Registration Statement on Form S-1 filed January 17,
2020

 Prospectus Summary

Our product candidates, page 3

1.
 We note your disclosure on page 4 that you have entered into an agreement with Amgen to evaluate the
combination of RMC-4630 and Amgen’s KRASG12C (OFF) inhibitor AMG 510 in a Phase 1b trial that will be conducted by Amgen. Please describe the material terms of this agreement and file it as an exhibit to
your registration statement.

 Response: In response to the Staff’s comment, the Company respectfully
advises the Staff that it does not believe that the agreement the Company entered into with Amgen to evaluate the combination of RMC-4630 and Amgen’s
KRASG12C (OFF) inhibitor AMG 510 in a Phase 1b trial (the “Amgen Agreement”) is a material contract under Item 601(b)(10) of Regulation
S-K. Item 601(b)(10)(ii) of Regulation S-K states that “[I]f the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its
subsidiaries, it will be deemed to have been made in the ordinary course of business and need not be filed unless it falls within one or more of the following categories, in which case it shall be filed except where immaterial in amount or
significance.”

 Contracts Not Made Outside the Ordinary Course of Business

The Company advises the Staff that the Amgen Agreement was not entered into outside the ordinary course of business. As
described in the Registration Statement, the Company is a clinical-stage biopharmaceutical company. The Company expects the research and development of its product candidates will require various studies and trials, some alone and some in
combination with other products. As such, the Company regularly enters into various forms of agreements to test and develop its product candidates. For this reason, the Company respectfully submits that the Amgen Agreement was not entered into
outside the ordinary course of its business.

 The Company’s Business is Not Substantially Dependent on the Amgen Agreement

 Subsection (B) of Item 601(b)(10)(ii) states that a contract entered into in the ordinary course of business
would be a “material contract” if such contract is a “contract upon which the registrant’s business is substantially dependent, as in the case of continuing contracts to sell the major part of registrant’s products or
services or to purchase the major part of registrant’s requirements of goods, services or raw materials or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which registrant’s
business depends to a material extent.”

 The Company respectfully advises the Staff that the Company’s business
is not substantially dependent on the Amgen Agreement. In particular, the Amgen Agreement is limited in scope to matters relating to the performance by Amgen of the Phase 1b

 January 17, 2020

 Page
 3

trial to evaluate the combination of RMC-4630 and Amgen’s KRASG12C (OFF) inhibitor AMG 510 and
the Amgen Agreement does not address economic rights relating to development or potential commercialization. In addition, the Company has another ongoing clinical trial and other planned clinical trials that are not in partnership with Amgen. As
such, the Company is not substantially dependent on the Amgen Agreement. The Company respectfully submits that the Company and its business are not substantially dependent on the Amgen Agreement and that filing the Amgen Agreement as a material
contract would not enable investors to form a more informed view of the Company’s business as a whole.

 Management’s discussion and
analysis of financial condition and results of operations

 Comparison of the Results of Operations for the nine months ended
September 30, 2018 and 2019, page 95

2.
 We note your 287%, 95% and 48% increases in collaboration revenue, research and development expense, and
general and administrative expense during the nine months ended September 30, 2019 compared to the same period in 2018. Please expand each of these disclosures to explain whether you believe any of these increases represent a trend to continue
in future periods. See Item 303(b) of Regulation S-K, including Instruction 3 thereto.

Response: In response to the Staff’s comment, the Company has revised page 96 of the Registration Statement.

ManagementCompensation committee interlocks and insider participation, page 178

3.
 Please update to include disclosure regarding the last completed fiscal year.

Response: In response to the Staff’s comment, the Company has revised page 178 of the Registration Statement.

Exhibits and financial statement schedules, page II-3

4.
 Please file as exhibits to your registration statement the forms of the new employment agreements you intend
to enter into with your named executive officers in connection with this offering.

 Response: In response to
the Staff’s comment, the Company has filed as exhibits 10.9, 10.10 and 10.11 the employment agreements entered into with the Company’s named executive officers in connection with this offering.

* * *

 January 17, 2020

 Page
 4

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 463-3043 or by email to Mark.Roeder@lw.com with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Mark V. Roeder

Mark V. Roeder

of LATHAM & WATKINS LLP

cc:
 Mark A. Goldsmith, M.D., Ph.D., Revolution Medicines, Inc.

Margaret Horn, Revolution Medicines, Inc.

John C. Williams, Latham & Watkins LLP

Alan F. Denenberg, Davis Polk & Wardwell LLP

Beth LeBow, Davis Polk & Wardwell LLP