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United States securities and exchange commission logo

                            January 5, 2024

       Avanish Vellanki
       Chief Executive Officer
       Rain Oncology Inc.
       8000 Jarvis Avenue, Suite 204
       Newark, CA 94560

                                                        Re: Rain Oncology Inc.
                                                            Schedule 14D-9
Filed December 27, 2023
                                                            File No. 005-92501

       Dear Avanish Vellanki:

                                                        We have reviewed your
filing and have the following comments.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

               After reviewing your response to these comments, we may have
additional comments.
       All defined terms used herein have the same meaning as in your Schedule
14D-9, unless
       otherwise indicated.

       Schedule 14D-9 Filed December 27, 2023

       General

   1.                                                   Pages 50 and 56 of the
Schedule 14D-9 refer readers to Annex I for a copy of Section 262
                                                        of the DGCL; however,
Annex I of the Schedule 14D-9 instead reflects the opinion of
                                                        Leerink Partners and
Section 262 of the DGCL is not otherwise reproduced in the
                                                        Schedule 14D-9. Please
revise or advise.
       Past Contacts, Transactions, Negotiations and Agreements, page 5

   2.                                                   On pages 9-10 of the
Schedule 14D-9, please revise your summary of the Support
                                                        Agreements to describe
any other relationships between Rain and the Supporting
                                                        Stockholders. For
example, Mr. Vellanki is Rain's Chairman and CEO and Aaron Davis, a
                                                        director of Rain, has
an ownership interest in Boxer Capital according to Rain's most
                                                        recent proxy statement,
filed April 19, 2023.
   3.                                                   Based on your
disclosure of the employment agreement with Dr. Doebele on page 13 of
 Avanish Vellanki
Rain Oncology Inc.
January 5, 2024
Page 2
         the Schedule 14D-9, it appears that you should file this agreement as
an exhibit to
         Schedule 14D-9. Refer to Item 9 of Schedule 14D-9 and Item 1016(e) of
Regulation M-A.
         Please revise or advise.
The Solicitation or Recommendation, page 15

4.       On page 18 of the Schedule 14D-9, we note that the Rain Board
discussed "three preferred
         opportunities" at its meeting on August 9, 2023 and that the Rain
Board then
         "deprioritized two of the three preferred opportunities" at its
meeting on September 26,
         2023. Please revise this disclosure to clarify the three referenced
"preferred opportunities"
         and which of them were "deprioritized" at the September 26 meeting.
5.       We note Rain management's dissolution analysis summarized on pages
35-36 of the
         Schedule 14D-9. Please also summarize the material assumptions and
limitations of this
         dissolution analysis, including why management assumed that (i)
approximately
         $34,039,999 would be available for disbursement to stockholders at the
commencement of
         the dissolution process and (ii) 75% of the remaining portion of cash,
after accounting for
         expenses related to the Rain Litigation, would be available for later
distribution.
6.       We note your disclosure on page 44 of the Schedule 14D-9 that Leerink
Partners has a
         "longstanding relationship and familiarity with Rain and its
business." Please revise your
         disclosure to briefly explain the nature of this preexisting
relationship with Leerink
         Partners.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Shane Callaghan at 202-330-1032 or Perry
Hindin at 202-
551-3444.

FirstName LastNameAvanish Vellanki                             Sincerely,
Comapany NameRain Oncology Inc.
                                                               Division of
Corporation Finance
January 5, 2024 Page 2                                         Office of
Mergers & Acquisitions
FirstName LastName
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