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June 15, 2020
Lloyd M. Segal
Chief Executive Officer
Repare Therapeutics Inc.
7210 Frederick-Banting, Suite 100
St-Laurent, Québec, Canada H4S 2A1
Re:Repare Therapeutics Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 15, 2020
File No. 333-238822
Dear Mr. Segal:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Form S-1 filed June 15, 2020
Exhibits
1.We note that your forum selection provision in your by-law identifies the Province of
Québec and appellate courts therefrom as the exclusive forum for certain litigation,
including any "derivative action."  Please revise your prospectus to clearly describe this
provision and to describe any risks or other impacts on investors.  Risks may include, but
are not limited to, increased costs to bring a claim and that these provisions can
discourage claims or limit investors’ ability to bring a claim in a judicial forum that they
find favorable.  Also disclose whether this provision applies to actions arising under the
Securities Act or 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

 FirstName LastNameLloyd M. Segal
 Comapany NameRepare Therapeutics Inc.
 June 15, 2020 Page 2
 FirstName LastName
Lloyd M. Segal
Repare Therapeutics Inc.
June 15, 2020
Page 2
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 also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing document states this clearly, or 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.
            You may contact Tracey McKoy at (202) 551-3772 or Kate Tillan at (202) 551-3604 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Divakar Gupta, Esq