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    O   L   S   H   A   N

1325 AVENUE OF THE AMERICAS ● NEW YORK, NEW YORK 10019

TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222

EMAIL:  RNEBEL@OLSHANLAW.COM

DIRECT DIAL:  212.451.2279

April 2, 2024

VIA EDGAR AND ELECTRONIC MAIL

Christina Chalk and Brian Soares

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

 Re: Rubric Capital Master Fund LP

Xperi Inc. (“Xperi” or the “Company”)

PRRN14A filed by Rubric Capital Management LP et al. (the “Proxy Statement”)

Filed March 26, 2024

File No. 001-41486

Dear Ms. Chalk and Mr. Soares:

We acknowledge receipt
of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), dated
April 1, 2024 (the “Staff Letter”), with regard to the above-referenced matter. We have reviewed the Staff Letter with Rubric
Capital Master Fund LP and the other participants in its solicitation and provide the following responses on their behalf. For ease of
reference, the comments in the Staff Letter are reproduced in italicized form below. Terms that are not otherwise defined have the meanings
ascribed to them in the Proxy Statement.

Amendment No. 1 to Preliminary Proxy Statement filed on Schedule
14A

Background of the Solicitation, page 5

 1. The Company’s preliminary proxy statement filed on March 25, 2024 (page 50) indicates that representatives of Rubric Capital
had been in contact with Mr. Lacey and other members of management of then Xperi Holding Corporation as early as February 2015. Please
revise your disclosure to describe these interactions or tell us why you do not believe such disclosure is material to shareholders.

Rubric Capital acknowledges the
Staff’s comment and respectfully believes that its disclosure is sufficient as initially presented. As a preliminary matter, Rubric
Capital notes that Rubric Capital was not even established until 2016. The Company’s disclosure regarding purported meetings dating
back to February 2015 actually refers to interactions with Point72 Asset Management (“Point72”), where David Rosen and Justin
Roberts were previously employed, not Rubric Capital. Furthermore, the Company’s disclosure refers to “certain other representatives
of Rubric, including Rod Chay and Bobby Swift.” The foregoing individuals were representatives of Point72, not Rubric Capital. To
be clear, Point72 has no involvement with this solicitation whatsoever and Rubric Capital is completely independent of Point72. Accordingly,
Rubric Capital does not believe that such interactions are material (or relevant) to the Company’s stockholders.

    O L S H A N   F R O M E   W O L O S K Y   L L P
    WWW.OLSHANLAW.COM

    April 2, 2024

Page 2

For the foregoing reasons, Rubric
Capital continues to believe that its disclosure “[i]n mid-2016, Rubric Capital became interested in a potential investment in the
Company’s predecessor, Tessera Holding Corporation (‘Tessera’), and began conducting due diligence with respect to Tessera[,]”
is the first material event leading up to this solicitation.

 2. Refer to your description of the call between Rubric Capital representatives and members of Company management on January 21, 2024
(which the Company’s preliminary proxy statement discloses as taking place on January 22), in which Rubric Capital’s representatives
conveyed “Rubric Capital’s intention to nominate Deborah S. Conrad and Mr. Lacey for election to the Board at the Annual Meeting.”
However, the Company’s preliminary proxy statement filed on March 25, 2024 (page 50), states that Rubric’s representatives
 “told the representatives of Xperi that Rubric wanted the Company to commit to replacing half of its independent directors by the
end of the week,” and that “Rubric demanded that Mr. Lacey immediately be named Chair of the Board.” Please advise or
revise.

Rubric Capital acknowledges
the Staff’s comment and respectfully advises the Staff of the following explanation on a supplemental basis. Rubric Capital does
not agree with the Company’s characterization of events. Rubric Capital does not believe that it ever demanded that the Company
 “commit to replacing half of its independent directors by the end of the week” or “demanded that Mr. Lacey immediately
be named Chair of the Board.” Instead, Rubric Capital noted the Company’s upcoming nomination deadline (which was at the end
of the week) and advised the Company that it intended to nominate Ms. Conrad and Mr. Lacey to replace two independent directors (signaling
to Mr. Kirchner that it was not seeking to replace him as CEO with Mr. Lacey). Rubric Capital also expressed its view that Mr. Lacey should
become Chairman of the Board as part of a refresh process and made clear that while it hoped to reach a mutually agreeable resolution
with the Company, it was prepared to move forward with a proxy contest if no agreement could be reached.

Rubric
Capital has revised the Proxy Statement to provide the following:

On
January 22, 2024, representatives of Rubric Capital held a call with Messrs. Kirchner, Andersen and Iburg to inform them of Rubric Capital’s
intention to nominate Deborah S. Conrad and Mr. Lacey for election to the Board at the Annual Meeting in place of two of the Company’s
incumbent independent directors, while highlighting the Board’s poor capital allocation decisions, excessive stock-based compensation
policy and lack of action on Perceive as key drivers behind the need for a Board refresh at the Company. Rubric Capital also expressed
its view that Mr. Lacey should become Chairman of the Board as part of a refresh process and made clear that while it hoped to reach a
mutually agreeable resolution with the Company, it was prepared to move forward with a proxy contest if no agreement could be reached.

Please
see page 8 of the Proxy Statement.

    April 2, 2024

Page 3

 3. The Company’s preliminary proxy statement filed on March 25, 2024 (page 52) states that during his interview with members of
the Company’s Board on February 19, 2024, Mr. Lacey stated that “the Board should just add the Rubric Nominees and increase
the size of the Board from five to seven members and move on.” We also note that the Company’s preliminary proxy statement
describes a meeting and a call between Mr. Lacey and Messrs. Kirchner and Seams that took place on February 26 and 27, respectively. Please
revise to address these interactions, or advise.

Rubric Capital acknowledges
the Staff’s comment and respectfully advises the Staff of the following explanation on a supplemental basis. As set forth in the
Proxy Statement, each of the Rubric Capital Nominees is party to a Joint Filing and Solicitation Agreement (which is filed as Exhibit
99.1 to the Schedule 13D filed by Rubric Capital on January 23, 2024). In particular, Section 6 of the Joint Filing and Solicitation Agreement
provides that “[e]ach of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or other
communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set
forth in Section 4 shall be as directed by Rubric Capital.” Accordingly, Rubric Capital believes that such purported communications
between Mr. Lacey and certain members of the Board do not warrant inclusion in the Proxy Statement because such communications were not
directed by Rubric Capital, and, in turn, were not communications on behalf of Rubric Capital and the other participants in the solicitation.
Instead, to the extent such communications took place, they were in Mr. Lacey’s individual capacity and not as an authorized communication
on behalf of Rubric Capital and the other participants in the solicitation in accordance with the terms of the Joint Filing and Solicitation
Agreement. As such, Rubric Capital does not believe that a description of such communications is appropriate for inclusion in the Proxy
Statement.

Reasons for the Solicitation, page 11

 4. We note your response to prior comment 1. Please supplementally provide us with the year-end and quarterly reports cited in footnote
8 of your revised disclosure.

Rubric Capital acknowledges
the Staff’s comment and has included copies of Tobii’s year-end and quarterly reports cited in Footnote 8 as Annex A
hereto.

Quorum; broker non-votes; discretionary voting, page 27

 5. Refer to comment 8 in our prior letter and your response. You continue to include language in your proxy statement indicating that
a shareholder might not receive proxy materials from the Company. Please revise, or address further in your response how this could occur,
given the Company’s obligations under state law.

    April 2, 2024

Page 4

Rubric Capital acknowledges
the Staff’s comment and respectfully advises the Staff of the following explanation on a supplemental basis. While Rubric Capital
expects that all stockholders will receive proxy materials from the Company and that the Company will satisfy its obligations under Delaware
law, it is not in a position to verify whether or not the Company complies with its obligations. In any event, with its disclosure, Rubric
Capital was not trying to indicate that the Company may not distribute its materials to all stockholders, instead it was seeking to provide
an explanation of the circumstances when broker non-votes could arise (i.e. when a stockholder does not receive proxy materials from both
Rubric Capital and the Company). Rubric Capital has rephrased the applicable language as follows to remove any unintended implication
that stockholders may not receive proxy materials from the Company:

However, if you do not
receive proxy materials from both us and the Company, then brokers will be entitled to vote your shares on “routine” matters
without instructions from you.

Please see page 27 of the
Proxy Statement.

* * * * *

The Staff is invited to contact
the undersigned with any comments or questions it may have. Thank you for your assistance.

Sincerely,

/s/ Ryan Nebel

Ryan Nebel