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 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR
HAVE BEEN OMITTED AND PROVIDED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY AEROVATE
THERAPEUTICS, INC. WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR
WITH A PLACEHOLDER IDENTIFIED BY THE MARK [***].

 March 24, 2025

 VIA EDGAR AND OVERNIGHT
DELIVERY

 CONFIDENTIAL

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549

 Attn:
 Jessica Dickerson

 Chris Edwards

 Tara Harkins

 Sasha Parikh

 Re: Aerovate Therapeutics, Inc.
 Amendment No. 3 to Registration Statement on Form S-4
 Filed March 14, 2025
 File No. 333-283562

 Ladies and Gentlemen:

 On behalf of Aerovate Therapeutics, Inc.
(the " Aerovate ") and Jade Biosciences, Inc. (" Jade "), we submit this supplemental letter in
response to a comment from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ")
received by letter dated March 21, 2025 (the " Comment Letter ") relating to Aerovate's Registration Statement
on Form S-4, originally filed with the Commission on December 2, 2024 and amended on January 22, 2025, February 24,
2025 and March 14, 2025 (the " Registration Statement ").

 Because of the commercially sensitive nature of
certain information contained herein, this supplemental letter is accompanied by Aerovate's request for confidential treatment
for selected portions of this supplemental letter. Aerovate has filed separate correspondence with the Office of Freedom of Information
and Privacy Act Operations in connection with its confidential treatment request, pursuant to Rule 83 of the Commission's
Rules on Information and Requests, 17 C.F.R. §200.83. For the Staff's reference, we have enclosed a copy of Aerovate's
correspondence to the Office of Freedom of Information and Privacy Act Operations, as well as an unredacted copy of this supplemental
letter, marked to show the portions redacted from the version filed via EDGAR and for which Aerovate is requesting confidential treatment.

 For the convenience of the Staff, we have recited
the comment from the Comment Letter in italicized type and have followed the comment with Jade's response.

 U.S. Securities and Exchange Commission

 March 24, 2025

 CONFIDENTIAL TREATMENT REQUESTED BY AEROVATE THERAPEUTICS, INC.

 1. Please
 address the following regarding the stock options and restricted stock units granted by Jade:

 · Revise
 to provide a tabular presentation or revise your table on pages 186-187 to provide the
 grant date, number of options or restricted stock units granted, exercise price, valuation
 of common stock used, compensation expense recognized for all options and restricted stock
 units granted.

 · Tell
 us and revise your disclosure to explain how the valuation used compares to the exchange
 ratio of the merger.

 · Tell
 us and revise your disclosure to address how the valuation process considered the common
 control nature of the relationship between Jade and Paragon at the time of grant. Further,
 explain how the valuation considered eventual conclusion of the overall plan of licensing
 of JADE-001, JADE-002 and JADE-003 between related parties.

 Jade submits the below additional information
to assist the Staff in its review of Jade's position with respect to its determination of the fair value of its restricted stock
and stock option awards.

 Preliminary Valuation

 Aerovate has complied with this request and
provided updated tabular disclosure in Amendment No. 4 to the Registration Statement, which is filed concurrently herewith.
Additionally, Jade advises the Staff that the exchange ratio that is reflected in the documentation for the reverse merger with
Aerovate (the " Merger ") and the purchase price per share that is reflected in the documentation for the
pre-closing financing (the " Jade Pre-Closing Financing "), each reference a pre-money valuation of Jade of $175
million (the " Jade Merger Valuation "). The Jade Merger Valuation did not take into account the then-current lack
of liquidity for Jade's common stock and assumed a successful reverse merger, with no weighting attributed to any other
outcome for Jade's business, such as remaining as a privately held company or becoming a public company through an initial
public offering (an " IPO ").

 As is typical in reverse mergers, the Jade Merger
Valuation was determined (a) through arm's length negotiations with Aerovate's board of directors (the " Aerovate
Board ") as discussed on pages 113-123 of the Registration Statement and (b) through arm's length negotiations
with leading investors in the life sciences industry with respect to their investment participation in the Jade Pre-Closing Financing.
The factors considered by the Aerovate Board in evaluating the Merger are set forth on pages 123-126 of the Registration Statement.
Among the factors that were considered in estimating the Jade Merger Valuation with respect to the Jade Pre-Closing Financing were the
following:

 · Jade's
 financial position and prospects;

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 U.S. Securities and Exchange Commission

 March 24, 2025

 CONFIDENTIAL TREATMENT REQUESTED BY AEROVATE THERAPEUTICS, INC.

 · Jade's
 stage of operations and development of JADE-001;

 · the
 general conditions of the securities market and the recent market prices of, and the demand
 for, publicly traded common stock of comparable companies;

 · the
 expected timeframe for completion of the Merger;

 · the
 probability of receiving approval of the Merger by Aerovate's stockholders; and

 · the
 probability of successfully closing the Merger and the Jade Pre-Closing Financing.

 Prior to the signing of the Agreement and
Plan of Merger on October 30, 2024 (the " Merger Agreement "), Jade intended to complete an IPO. Prior to
beginning the IPO process in August 2024, Jade's valuation was determined through discussions by and among Jade's
board of Directors (the " Jade Board "), members of Jade's senior management and through arm's length
negotiations with leading investors in the life sciences industry with respect to their investment in convertible notes of Jade in
July 2024. In addition to Fairmount Funds Management LLC ("Fairmount"), which invested $20 million of the $95
million raised in the convertible notes financing (the " Convertible Notes Financing "),  other investors included Venrock Healthcare Capital Partners, Deep Track
Biotechnology Fund, Driehaus Life Sciences, Braidwell and Frazier Life Sciences. As is typical in a company's preparation for
an IPO, Jade's valuation thereafter until the time of the signing of the Merger Agreement was not derived using a formal
determination of fair value, but was determined through discussions among the Jade Board, members of Jade's senior management
and representatives of the underwriters. Among the additional factors that were considered in estimating Jade's value at the
time of the future IPO were the following:

 · Jade's
 financial position and prospects;

 · an
 analysis of the typical valuation ranges seen in recent IPOs for comparable companies in
 Jade's industry;

 · the
 general conditions of the securities market and the recent market prices of, and the demand
 for, publicly traded common stock of comparable companies; and

 · the
 recent performance of IPOs of companies in the industry in which Jade operates.

 Grants of Restricted Stock

 On
June 18, 2024, the date of Jade's inception (the " Inception Date "), three individuals purchased an
aggregate of 819,672 shares of Jade restricted stock. Such shares were purchased at the par value, $0.0001 per share. Jade
determined this value based on the early stage of the company, the fact that it had no operations or assets and the uncertain nature
and probability of any potential financing that would enable Jade to acquire operations or assets (which financing would require the participation of a number of other funds beyond affiliated entities). With respect to the
Staff's question of how the valuation process at such time considered the common control nature of the relationship
between Jade and Paragon Therapeutics, Inc. (" Paragon ") at the time of this grant, Jade considered the
possibility that Fairmount, a common controlling entity of Jade and Paragon, may in the future support Jade's acquisition of
certain assets in the form of rights to intellectual property related to Jade's anticipated anti-APRIL program,
JADE-001, from Paragon, an affiliate of Fairmount; however, at the time of such grant, such a possibility of support was too
premature and speculative to have resulted in any valuation impact at Jade. Furthermore, at such time, the intellectual property
assets owned by Paragon that ultimately became the subject of the option agreement with Jade were at a very early stage and several
months away from even producing a potential discovery candidate for JADE-001, while JADE-002 and JADE-003 were not yet contemplated at all. In addition, the net value of any assets after accounting for the
associated spend and financing that would have been required to support such programs was negligible or negative. Finally, other
than Jade's chief scientific officer, Jade had not hired adequate management members in order to execute on its development
plan.

 3

 U.S. Securities and Exchange Commission

 March 24, 2025

 CONFIDENTIAL TREATMENT REQUESTED BY AEROVATE THERAPEUTICS, INC.

 Summary of Option Awards

 From the Inception Date
to March 24, 2025, Jade has issued the following stock option awards to its employees, consultants and members of the Jade Board:

 Grant Date
 Number of shares of common stock underlying equity awards
 Exercise price per share of common stock
 Grant
 Date Fair Value
 per Stock Option (1)

 September 4, 2024
 198,633
 $ 0.31
 $ 0.24

 October 12, 2024
 2,673,437
 $ 0.96
 $ 0.76

 October 29, 2024
 765,908
 $ 1.46
 $ 1.15

 December 29, 2024
 153,441
 $ 3.75
 $ 2.96

 January 23, 2025
 8,820,790
 $ 3.80
 $ 3.00

 (1) Calculated in accordance with
Financial Accounting Standards Board Topic 718.

 Historical Determinations of Fair Value of Common Stock

 As there has been no public market for the
shares of common stock underlying Jade's equity awards, for all periods prior to the Merger, the fair value of the shares of
common stock underlying the equity awards was estimated on each grant date by the Jade Board. In order to determine the fair value
of shares of the Jade's common stock, the Jade Board considered, among other things, 409A valuations performed by third party
valuation firms, valuations reflected in the Convertible Notes Financing in July and September 2024, and the
valuation reflected in the sale of Jade common stock to third party investors in the Jade Pre-Closing Financing. In light of the
absence of public market valuation data, the Jade Board considered various objective and subjective factors to determine the fair
value of the shares of Jade's common stock as of each grant date, including:

 · the
 prices at which Jade sold its convertible notes to third parties and existing investors;

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 U.S. Securities and Exchange Commission

 March 24, 2025

 CONFIDENTIAL TREATMENT REQUESTED BY AEROVATE THERAPEUTICS, INC.

 · the
 continued build-out of Jade's management team;

 · external
 market conditions affecting, and the trends within, the pharmaceutical and biotechnology
 sectors;

 · Jade's
 financial position, including cash on hand, and its historical and forecasted performance
 and operating results;

 · Jade's
 negative cash flows and its need for additional financing;

 · the
 lack of an active public market for Jade's common stock;

 · the
 likelihood of achieving a liquidity event, such as an IPO or a M&A transaction, in light
 of prevailing market conditions; and

 · the
 market performance of similar public companies in the pharmaceutical and biotechnology sectors
 following their listing as a public company.

 Jade's most recent third-party 409A
valuations, which were relied upon by management in determining the fair value of its common stock, were prepared as of
July 24, 2024, September 30, 2024, October 22, 2024, October 31, 2024 and December 31, 2024. These
third-party 409A valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public
Accountants' Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as
Compensation.

 Jade considered the following methods for allocating
enterprise value to determine the estimated fair value of its common stock:

 Option
Pricing Method (" OPM "): The OPM treats common stock and preferred stock as call options on the total equity
value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company's
securities changes. Under this method, the common stock has value only if the funds available for distribution to shareholders exceed
the value of the liquidation preference at the time of a liquidity event, and assumes the company has funds available to make a liquidation
preference meaningful and collectible by the shareholders. The OPM requires the input of subjective assumptions, including the expected
term of the award, the expected volatility, risk-free interest rates, and the dividend yield. The expected life of the awards granted
during the period was determined based on an expected time to the liquidation event.

 Hybrid
Method . The hybrid method is a probability-weighted expected return method (" PWERM "), where the equity
value is allocated in one or more of the scenarios using an OPM. The PWERM is a scenario-based methodology that estimates the fair value
of each share based upon an analysis of future values, assuming various outcomes. The value of the common stock is based on the probability-weighted
value across the scenarios, considering the OPM to estimate the value within certain scenarios given the rights of each class of stock.

 5

 U.S. Securities and Exchange Commission

 March 24, 2025

 CONFIDENTIAL TREATMENT REQUESTED BY AEROVATE THERAPEUTICS, INC.

 Additionally, a discount for lack of marketability
(" DLOM ") of the common stock is then applied to arrive at an indication of fair value for the common stock.

 Jade's independent third-party
valuations were used, in part, by the Jade Board to determine the price per share of common stock and by management to determine the
estimated fair value of the common stock. These 409A valuations utilized the Hybrid Method to value the common stock as of
July 24, 2024 (the " July 24, 2024 Valuation "), September 30, 2024 (the
 " September 30, 2024 Valuation "), October 22, 2024 (the " October 22, 2024
Valuation "), and included both IPO and future M&A scenarios. Following the signing of the Merger Agreement, these 409A
valuations also utilized the Hybrid Method to value the common stock as of October 31, 2024 (the " October 31,
2024 Valuation ") and December 31, 2024 (the " December 31, 2024 Valuation "); however, such
409A valuations instead included both reverse merger and future M&A scenarios.

 July 24, 2024 Valuation

 An independent third-party 409A valuation of
Jade determined that the July 24, 2024 Valuation as of July 24, 2024 was $0.31 per share. The fair value of Jade's
common stock was estimated using a Hybrid Method. This approach was determined to be the most appropriate method because
Jade's early stage of development, with no revenue projections available and no historically priced round of equity financing
from third party investors made income-based and market approaches inappropriate. The implied probability-weighted total equity
value was calculated by considering the likelihood of the two potential exit scenarios. The IPO scenario was weighted at