SecProbe.io

November 19, 2019
Andre Turenne
Chief Executive Officer
Voyager Therapeutics, Inc.
75 Sidney Street
Cambridge, MA 02139
Re:Voyager Therapeutics, Inc.
Registration Statement on Form S-3
Filed on November 6, 2019
File No. 333-234527
Dear Mr. Turenne:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3, filed on November 6, 2019
Exclusive Forum Selection, page 25
1.We note that your exclusive forum selection  identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any "derivative
action." Please disclose whether this provision applies to actions arising under the
Securities Act or the Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If the provision applies to Securities Act claims, please
revise your prospectus to state that there is uncertainty as to whether a court would
enforce such provision and investors cannot waive compliance with the federal securities

 FirstName LastNameAndre Turenne
 Comapany NameVoyager Therapeutics, Inc.
 November 19, 2019 Page 2
 FirstName LastName
Andre Turenne
Voyager Therapeutics, Inc.
November 19, 2019
Page 2
laws and the rules and regulations thereunder. If the provision does not apply to actions
arising under the Securities Act or Exchange Act, please also tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Celeste M. Murphy,
Legal Branch Chief, at 202-551-3257, with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Johnson, Esq.