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    New York

Northern California

Washington DC

London

Paris

        Madrid

        Tokyo

        Beijing

        Hong Kong

        São
        Paulo

    Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

        212 450 4000 tel

        212 701 5800 fax

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

September 9, 2019

    Re:
    ADC Therapeutics SA

    Registration Statement on Form F-1

    Filed September 6, 2019

    CIK No. 0001771910

    File No. 333-233659

Ms. Tonya K. Aldave

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Dear Ms. Aldave:

On behalf of ADC Therapeutics SA, a corporation organized under
the laws of Switzerland (the “Company”), we are providing the information that follows to the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in response to Comment #6 contained in the Staff’s
letter dated July 25, 2019 (the “Comment Letter”) relating to the Company’s Draft Registration Statement on Form
F-1, originally confidentially submitted on June 27, 2019 (the “Registration Statement”), in connection with the initial
public offering of the Company’s common shares (the “Offering”).

The response and information below are based on information provided
to us by the Company. For convenience, the Staff’s comment is repeated below in italics, followed by the Company’s
response to the comment. Capitalized terms used but not defined herein are used herein as defined in the Registration Statement.

 6. Once you have an estimated offering price range, please explain to us the reasons for any differences between recent valuations
of your common shares leading up to the planned offering and the midpoint of your estimated offering price range. This information
will help facilitate our review of your accounting for equity issuances, including stock compensation.

The Company has two share-based compensation plans, both of which
are based on common shares:

 · A share purchase plan, which is common in Switzerland and which involves an advance ruling from the Swiss tax authorities;
and

 · A traditional share option plan.

The share purchase plan is primarily intended for Swiss resident
employees, and the share option plan is primarily intended for international employees. In accordance with the International Financial
Reporting Standards (“IFRS”), both of the Company’s share-based compensation plans are

 Ms. Tonya K. Aldave

Division of Corporation Finance
 U.S. Securities and Exchange Commission

 2 September 9, 2019

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

accounted for as share option plans in the Company’s consolidated
financial statements. Historically, the Company has made incentive plan awards throughout the course of its fiscal year, such as
upon the hiring of new employees and/or upon annual performance reviews.

As set forth below, the Company believes that its use of the
Back Solve method for 2018 and through June 2019 provided the most reliable and appropriate results for its share-based compensation
valuations, given the uncertainties associated with the probability of success of the clinical development of ADCT-402 and ADCT-301
and the fact that an initial public offering was not the most likely liquidity outcome until August 2019. The Company believes
that these factors, in addition to the elimination of the significant liquidation preferences enjoyed by the preferred shares as
part of the Share Capital Reorganization to be effected in connection with this Offering, the fact that key value inflection points
that significantly increased the Company’s value did not occur until May, July and August 2019, as well as certain other
factors customary to an initial public offering, explain the difference between the historical valuation of the Company’s
common shares for the purpose of its share-based compensation and the estimated price range of the Offering.

Historical Fair Value Determination Methodology

Approach

The Company’s discussion of share-based compensation is
primarily contained in the Registration Statement section titled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Share-Based Compensation Expense.”

As there has been no public market for the Company’s common
shares since its inception, the Company’s Board of Directors has engaged independent third-party valuation specialists to
assist them in determining the estimated fair value of the Company’s share-based awards and of the underlying common shares
using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants’ (the
“AICPA”) Audit and Accounting Practice Aid Series: Valuation of Privately-Held-Company Equity Securities Issued as
Compensation. There were various objective and subjective factors that the Company believed were relevant in determining the valuation
methodology to be applied and in estimating the fair value of its common shares at each grant date, including:

 · the prices at which the Company sold preferred shares during the relevant period;

 · the rights and preferences of the preferred shares relative to those of the common shares, including the right to liquidation
payments in preference to holders of common shares in the event of a liquidation, which will be distributed to shareholders in
the following order, which, for the avoidance of doubt, would not be applicable in an initial public offering of the Company’s
common shares:

 i. to Class E shareholders in an amount equal to the total price paid for the Class E preferred shares, plus an 8% per annum return;

 ii. to Class D shareholders in an amount equal to the total price paid for the Class D preferred shares, plus an 8% per annum return;

 iii. to Class C shareholders in an amount equal to the total price paid for the Class C preferred shares;

 iv. pari passu, to Class B shareholders in an amount equal to the total price paid for the Class B preferred shares, plus
an 8% per annum return, and to Class C shareholders

 Ms. Tonya K. Aldave

Division of Corporation Finance
 U.S. Securities and Exchange Commission

 3 September 9, 2019

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

in an amount equal to an 8% per annum return on the total
price paid for the Class C preferred shares; and

 v. to all shareholders in proportion to the nominal value of their shares;

 · the lack of an active public market for the common shares and the preferred shares;

 · the Company’s stage of development and its business strategy, external market conditions affecting the biotechnology
industry and trends within the biotechnology industry;

 · the Company’s research and development pipeline, and in particular factors affecting the likelihood of success of its
two lead product candidates, ADCT-402 and ADCT-301, including safety and efficacy data and feedback from the U.S. Food and Drug
Administration (“FDA”), which may impact the probability of success and the inherent value of the Company’s lead
product candidates and of the Company as a whole;

 · the Company’s financial position, including cash and cash equivalents, and its historical and forecasted performance
and operating results;

 · the likelihood of achieving a liquidity event; and

 · analysis of initial public offerings and the market performance of comparable companies in the biotechnology industry.

Valuing the options

As noted above and in accordance with IFRS, both of the Company’s
share-based compensation plans are accounted for as share option plans in the Company’s consolidated financial statements.
The fair value of the options granted pursuant to the plans are calculated on the same basis using the traditional Black-Scholes
option pricing model.

In consultation with the independent third-party valuation specialists
referred to above, the Company applies a Black-Scholes option pricing model-based valuation methodology using assumptions and inputs
that the Company believes are reasonable to arrive at an estimated fair value of the options for the purpose of determining share-based
compensation expense. These inputs are set forth in the Registration Statement section titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Share-Based Compensation Expense.” One of these inputs
is the fair value of the Company’s common shares at each grant date.

Method used to value the Company’s common shares

The Company’s share capital is comprised of preferred shares
(Class B, C, D and E) and common shares. Each class of preferred shares includes economic rights and preferences over previously
issued classes of preferred shares, and all classes of preferred shares include economic rights and preferences, including priority
entitlement to any liquidation preferences and certain dividend rights, over common shares.

To estimate the fair value of the Company’s common shares
at each grant date, the Company used the Back Solve method in the context of an Option Pricing Method. The Back Solve method in
the context of an Option Pricing Method values the total equity of the Company and works backwards through the various preferred
shares, taking into account the seniority, preference and conditions of each class of preferred shares, including liquidation payments
(defined to include normal course sale proceeds), in preference to holders of common shares in certain situations and the right
to receive

 Ms. Tonya K. Aldave

Division of Corporation Finance
 U.S. Securities and Exchange Commission

 4 September 9, 2019

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

dividends prior to any dividends declared or paid on any of the
Company’s common shares, to determine the fair value of the Company’s common shares at each grant date.

The Back Solve method derives an implied common equity value
based on the most recent or relevant financing round that the Company has completed. Since inception, the Company has raised $558.6
million in gross cash proceeds from equity financings through issuance of various classes of preferred shares (Class B, C, D and
E). The most recent financing rounds were completed in November 2017 and June 2019 and involved the issuance and sale of Class
E preferred shares. Both financing rounds included new institutional private equity investors, and the Company believes that these
financing rounds were arm’s-length market transactions. The Company has used the share price in these financing rounds to
determine the implied total equity value of the Company, and in turn to derive the fair value of the respective preferred and common
shares at any given point in time.

On November 16, 2017, the Company completed a $200.1 million
round of equity financing. It issued and sold 617.0 Class E preferred shares at $324,292 per share. For awards granted under the
Company’s share-based compensation plans from November 16, 2017 to April 1, 2019 (being the date of the last grant prior
to completion of the unaudited interim consolidated financial statements for the six months ended June 30, 2019), the Company calculated
its implied equity value using $324,292 per Class E preferred share.

In July 2019, the Company completed a $103.3 million round of
equity financing. It issued and sold 295.0 Class E preferred shares at $350,000 per share. For any awards granted after June 7,
2019 (being the date of the first closing in the round of equity financing), the Company will calculate its implied equity value
using $350,000 per Class E preferred share. There were no awards granted from April 1, 2019 to June 30, 2019, and therefore no
awards have been reflected in the remainder of the unaudited interim consolidated financial statements for the six months ended
June 30, 2019.

The Back Solve model in the context of an Option Pricing Method
uses similar inputs and assumptions as the Black-Scholes model to determine the implied equity value of the Company. These input
assumptions include:

 1. Exercise price: The exercise price for each award under the share option plan was determined by reference to the issue price
of the preferred shares and, for the share purchase plan, on the purchase price fixed in accordance with the advance ruling from
the Swiss tax authorities.

 2. Liquidation preference: A “distribution waterfall” that allocates the implied equity value to each class of shares
based on their economic rights and preferences, including liquidation preferences. Each class of preferred shares includes economic
rights and preferences over previously issued classes of preferred shares, and all classes of preferred shares include economic
rights and preferences, including priority entitlement to any liquidation preferences and certain dividend rights, over common
shares.

For example, as of December 31, 2018, the total priority
payments that holders of preferred shares would be entitled to prior to any distribution to holders of common shares was approximately
$[***]. The table below sets forth the total priority payments:

    Preferred Share

        Capital

        Repayment

        Cumulative

        Dividend

        Total

        Priority Payment

    E
    $[***]
    $[***]
    $[***]

    D
    $[***]
    $[***]
    $[***]

    C
    $[***]
    $[***]
    $[***]

    B
    $[***]
    $[***]
    $[***]

    TOTAL
    $[***]
    $[***]
    $[***]

 Ms. Tonya K. Aldave

Division of Corporation Finance
 U.S. Securities and Exchange Commission

 5 September 9, 2019

FOIA Confidential Treatment Request

Pursuant to Rule 83 by ADC Therapeutics SA

 3. Expected term: The expected term used to derive the implied equity value was the period from the grant date to September 30,
2019, the date of a target liquidity event. The expected term was held constant, and as a result, the term assumption was shorter
at each subsequent grant date throughout 2018. Because the implied total equity is below the aggregate liquidation preference of
the preferred shares, the value of the common shares declines as the term in the Option Pricing Method becomes shorter.

 4. Risk-free interest rate: The risk-free interest rate used was based on the yield curves of U.S. government securities and derived
by interpolating the implied yield of such securities of corresponding maturities to the expected term. The risk-free interest
rate used increased from 1.86% to 2.64% over the period covered by the valuation.

 5. Expected volatility: The expected volatility used was based on the median of the historical volatility of publicly traded comparable
companies. Specifically, the companies considered for this purpose were pre-revenue companies in the pharmaceutical and biotechnology
industries with similar assets under development as the Company. Another key component of estimating volatility was matching the
volatility calculation period to the expected term. The expected volatility was calculated to be 70% for the period covered by
the valuation.

 6. The discount for lack of marketability (“DLOM”): The DLOM was individually computed for each class of shares as
of each grant date using the industry-accepted Asian protective put option model. This model considers the impact of leverage that
arises in instances where preferred shares rank in seniority to common shares, including liquidation preferences. This results
in individual DLOMs being calculated for each of the different classes of shares and results in a determination of the incremental
DLOM for the common shares. The derived incremental DLOM of each class of shares was capped at 15% in consultation with independent
third-party valuation specialists referred to above based on a review of industry sources, including responses to the Commission’s
comment letters.