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<DOCUMENT>
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 March 19, 2025

Hans van Houte
Chief Financial Officer
Nurix Therapeutics, Inc.
1700 Owens Street, Suite 205
San Francisco, CA 94158

 Re: Nurix Therapeutics, Inc.
 Form 10-K for Fiscal Year Ended November 30, 2024
 File No. 001-39398
Dear Hans van Houte:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
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 CORRESP

 March 13, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance Office of Life
Sciences 100 F Street, NE Washington, DC 20549

 Attention:

 Eric Atallah

 Kevin Kuhar

 Re:

 Nurix Therapeutics, Inc.

 Form 10-K for Fiscal Year Ended November 30, 2024

 File No. 001-39398
 Ladies and Gentlemen:
 We are submitting this letter on behalf of Nurix Therapeutics, Inc. (the “ Company ”) in response to the comment of the
staff (the “ Staff ”) of the U.S. Securities and Exchange Commission contained in the Staff’s letter dated February 28, 2025 (the “ Letter ”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024. We have set forth below the comment in the Letter from the Staff in bold type followed by the Company’s response thereto.
 Form 10-K for Fiscal Year Ended November 30, 2024
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations Research and Development
Expenses , page 121

 1.
 You disclose on page 117 that you track external research and development costs for each of your drug
candidates. Please provide revised disclosure to be included in future filings that breaks out your research and development costs for each of your drug candidates.
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings, commencing with its Quarterly
Report on Form 10-Q for the quarter ended February 28, 2025, the Company will provide the requested disclosure relating to external research and development costs incurred for each of the
Company’s drug candidates, substantially in the form provided below, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Components of Results of Operations–Research
and Development Expenses.”

 U.S. Securities and Exchange Commission
 Division of Corporation Finance March 13, 2025
 Page
 2

 “ Management ’ s Discussion and Analysis of Financial Condition and
Results of Operations –Components of Results of Operations–Research and Development Expenses Research and
development expenses consist primarily of costs incurred for the discovery and development of our drug candidates. We expense both internal and external research and development expenses to operations in the periods in which they are incurred.
Nonrefundable advance payments for goods or services to be received in future periods for use in research and development activities are deferred and capitalized. The capitalized amounts are then expensed as the related goods are delivered and as
services are performed. We track the external research and development costs incurred for each of our drug candidates. Internal research
and development costs include:

 •

 payroll and personnel expenses, including benefits, stock-based compensation and travel expenses, for our
research and development functions;

 •

 costs associated with our research and development platform used across programs, process development,
manufacturing and preclinical research and development for earlier stage programs and new technologies; and

 •

 depreciation of research and development equipment, allocated overhead and facilities-related expenses.
 External expenses for clinical development programs and other research and development expenses include:

 •

 fees paid to third parties, such as consultants, contractors and contract research organizations to conduct our
clinical trials, discovery programs and preclinical studies;

 •

 costs to acquire, develop and manufacture supplies for preclinical studies, including fees paid to third parties
such as contract manufacturing organizations; and

 •

 expenses related to laboratory supplies and services.
 We do not allocate our internal costs by product candidate. With respect to internal costs, several of our departments support multiple
product candidate research and development programs, and therefore the costs cannot be allocated to a particular product candidate or development program. Our research and development expenses for the three months ended February 28, 2025 and
February 29, 2024 are summarized as follows (in thousands):
 2

 U.S. Securities and Exchange Commission
 Division of Corporation Finance March 13, 2025
 Page
 3

 Three Months Ended

 Change

 February 28, 2025

 February 29, 2024

 External clinical development expenses:

 $

 $

 $

 NX-5948

 NX-2127

 NX-1607

 Internal research and development expenses

 Total research and development expenses

 $    

 $
     

 $
     

 We expect our research and development expenses to increase for the foreseeable future as we conduct clinical
trials for our drug candidates, continue to invest in research and development activities for discovery programs and preclinical studies, pursue regulatory approval of our drug candidates and expand our drug candidate pipeline. The process of
conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and time-consuming. To the extent that our drug candidates advance to and continue to advance through clinical trials, our expenses will continue
increasing substantially and may become more variable. The actual probability of success for our drug candidates may be affected by a variety of factors, including the safety and efficacy of our drug candidates, investment in our clinical programs,
the ability of collaborators to successfully develop our licensed drug candidates, manufacturing capability, competition with other products and commercial viability. As a result of these variables, we are unable to determine when and to what extent
we will generate revenue from the commercialization and sale of our drug candidates. We may never succeed in achieving regulatory approval for any of our drug candidates.”
 * * * * * *
 3

 U.S. Securities and Exchange Commission
 Division of Corporation Finance March 13, 2025
 Page
 4

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact me at (415) 875-2432, or in my absence, Amanda Rose at (206) 389-4553.

 Sincerely,

 /s/ Michael Brown

 Michael Brown

 Partner

 FENWICK & WEST LLP
 cc: Arthur T. Sands,
Chief Executive Officer and President Hans van Houte, Chief Financial Officer
 Christine Ring, Esq., Chief Legal Officer, Chief Compliance Officer and Corporate Secretary
 Nurix Therapeutics, Inc. Amanda Rose, Esq.
 Jennifer Hitchcock, Esq.
 Fenwick & West LLP
 4

February 28, 2025
Hans van Houte
Chief Financial Officer
Nurix Therapeutics, Inc.
1700 Owens Street, Suite 205
San Francisco, CA 94158
Re:Nurix Therapeutics, Inc.
Form 10-K for Fiscal Year Ended November 30, 2024
File No. 001-39398
Dear Hans van Houte:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended November 30, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Research and Development Expenses , page 121
1.You disclose on page 117 that you track external research and development costs for
each of your drug candidates. Please provide revised disclosure to be included in
future filings that breaks out your research and development costs for each of your
drug candidates.

            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

February 28, 2025
Page 2
            Please contact Eric Atallah at 202-551-3663 or Kevin Kuhar at 202-551-3662 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 Nurix Therapeutics, Inc.

1700 Owens Street, Suite 205

 San Francisco, CA 94158

March 2, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
NE

 Washington, DC 20549

Attention:
 Tim Buchmiller

Re:
 Nurix Therapeutics, Inc. Registration Statement on Form S-1 (File
No. 333-253783) originally filed March 2, 2021.

 Requested Date: March 4, 2021

Requested Time: 4:30 PM Eastern Time

 Ladies and Gentlemen:

Nurix Therapeutics, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission take
appropriate action to declare the above-captioned Registration Statements on Form S-1 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Michael A. Brown or Amanda L. Rose, both of whom are attorneys with the Registrant’s outside legal
counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

 The Registrant requests that it be
notified of such effectiveness by a telephone call to Mr. Brown at (415) 875-2432 or, in his absence, Ms. Rose at (206) 389-4553.

* * *

Sincerely,

NURIX THERAPEUTICS, INC.

By:

 /s/ Hans van Houte

Hans van Houte

Chief Financial Officer

cc:
 Arthur T. Sands, President and Chief Executive Officer

Christine Ring, General Counsel

Nurix Therapeutics, Inc.

Michael A. Brown, Esq.

 Amanda L.
Rose, Esq.

 Robert A. Freedman, Esq.

Jennifer J. Hitchcock, Esq.

Fenwick & West LLP

CORRESP
1
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CORRESP

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

Piper Sandler & Co.

 345 Park Avenue, Suite 1200

New York, New York 10154

 Stifel, Nicolaus & Company,
Incorporated

 One South Street, 15th Floor

 Baltimore,
Maryland 21202

 March 2, 2021

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention: Tim Buchmiller

Re:
 Nurix Therapeutics, Inc.

Registration Statement on Form S-1 (Registration
No. 333-253783)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we, as
representatives of the several underwriters, hereby join in the request of Nurix Therapeutics, Inc. (the “Company”) for acceleration of the effective date of the Registration Statement on Form
S-1 (File No. 333-253783) so that it becomes effective as of 4:30 PM, Washington, D.C. time, on March 4, 2021, or as soon as practicable thereafter, or at such
other time thereafter as the Company or its outside counsel, Fenwick & West LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

 The undersigned, as representatives of the several underwriters, advise that they have complied and will continue
to comply, and each other participating underwriter has advised the undersigned that it has complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

 [Signature Page Follows]

Very truly yours,

 J.P. MORGAN SECURITIES LLC

 PIPER
SANDLER & CO.

 STIFEL, NICOLAUS & COMPANY, INCORPORATED

 As representatives of the several underwriters listed in Schedule 1 to the Underwriting
Agreement

J.P. MORGAN SECURITIES LLC

By:

 /s/ Benjamin Burdett

Name:

 Benjamin Burdett

Title:

 Managing Director

PIPER SANDLER & CO.

By:

 /s/ Chad E. Huber

Name:

 Chad E. Huber

Title:

 Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

 /s/ Keith Lister

Name:

 Keith Lister

Title:

 Managing Director

 [Signature Page - Underwriters’ Acceleration Request]

United States securities and exchange commission logo
March 1, 2021
Arthur T. Sands, M.D., Ph.D.
President and Chief Executive Officer
Nurix Therapeutics, Inc.
1700 Owens Street, Suite 205
San Francisco, CA 94158
Re:Nurix Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted February 22, 2021
CIK No. 0001549595
Dear Dr. Sands:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jennifer J. Hitchcock, Esq.

CORRESP
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CORRESP

 Nurix Therapeutics, Inc.

1700 Owens Street, Suite 205

 San Francisco, CA 94158

July 21, 2020

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Suzanne Hayes

 Alan Campbell

Tracey McKoy

 Terence O’Brien

Re:

Nurix Therapeutics, Inc. Registration Statement on Form S-1 (File No. 333-239651) originally filed July 2, 2020, as amended, and corresponding
Registration Statement on Form 8-A (File No. 001-39398) filed July 20, 2020

 Requested Date: July 23, 2020

Requested Time: 4:00 PM Eastern Time

 Ladies and Gentlemen:

Nurix Therapeutics, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission take
appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Michael A. Brown or Amanda L. Rose, both of whom are attorneys with the Registrant’s outside legal
counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

 The Registrant requests that it be
notified of such effectiveness by a telephone call to Mr. Brown at (415) 875-2432 or, in his absence, Ms. Rose at (206) 389-4553.

* * *

Sincerely,

NURIX THERAPEUTICS, INC.

By:

 /s/ Hans van Houte

Hans van Houte

Chief Financial Officer

cc:
 Arthur T. Sands, President and Chief Executive Officer

Christine Ring, General Counsel

Nurix Therapeutics, Inc.

Michael A. Brown, Esq.

 Robert
A. Freedman, Esq.

 Amanda L. Rose, Esq.

Fenwick & West LLP

 [Signature Page to
Company Acceleration Request Letter]

CORRESP
1
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CORRESP

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

Piper Sandler & Co.

 345 Park Avenue, Suite 1200

New York, New York 10154

 July 21, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Nurix Therapeutics, Inc.

Registration Statement on Form S-1, as amended (File
No. 333-239651)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Nurix Therapeutics, Inc. (the “Company”) for acceleration of the
effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on July 23, 2020, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel,
Fenwick & West LLP, may request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under
the Act, we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s preliminary prospectus dated July 20, 2020:

(i)
 Dates of distribution: July 20, 2020 through the date hereof

(ii)
 Number of prospective underwriters to which the preliminary prospectus was furnished: 4

(iii)
 Number of preliminary prospectuses furnished to investors: approximately 1,340

(iv)
 Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel,
independent accountants and underwriters’ counsel: approximately 78

 The undersigned advise that they have complied
and will continue to comply, and each underwriter has advised the undersigned that it has complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

 [Signature Page Follows]

Very truly yours,

 J.P. MORGAN SECURITIES LLC

 PIPER
SANDLER & CO.

 As representatives of the several underwriters listed in
Schedule 1 to the Underwriting Agreement

J.P. MORGAN SECURITIES LLC

By:

 /s/ Benjamin H. Burdett

Name:

Benjamin Burdett

Title:

Managing Director

PIPER SANDLER & CO.

By:

 /s/ Chad E. Huber

Name:

Chad Huber

Title:

Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
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CORRESP

 July 10, 2020

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER: “[*].”

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Healthcare &
Insurance

 100 F Street, NE

 Washington, DC 20549

Attention:
 Tracey McKoy

 Terence O’Brien

 Irene Paik

 Suzanne Hayes

Re:
 Nurix Therapeutics, Inc.

 Registration Statement on Form S-1

 Filed on July 2, 2020

 File No. 333-239651

Ladies and Gentlemen:

 On behalf of Nurix
Therapeutics, Inc. (the “Company”), and in connection with the submission of a letter dated June 10, 2020, in response to comments from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in your letter dated June 3, 2020 (the “Comment Letter”), relating to the above-referenced Registration Statement on Form
S-1 (the “Registration Statement”), we submit this supplemental letter to further address comment 3 of the Comment Letter concerning valuation considerations related to the
Company’s recent equity awards.

 Because of the commercially sensitive nature of information contained herein, this submission is
accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information
Act.

 The Company advises the Staff that the Company currently anticipates that it will include an expected price range in its preliminary
prospectus (the “Preliminary Prospectus”) for the proposed initial public offering (the “Offering”) that will be between approximately $[*] and $[*] per share (the “Price

 Securities and Exchange Commission

Division of Corporate Finance

 July 10, 2020

 Page
 2

Range”). The Company plans to effect a reverse stock split (the “Reverse Split”) in connection with the Offering pursuant to a future amendment of the
Company’s certificate of incorporation that will be filed with the Secretary of State of the State of Delaware before filing the Preliminary Prospectus that contains the Price Range. The share numbers and stock prices set forth in this letter
do not reflect the Reverse Split and are all reflected on a pre-Reverse Split basis. The Price Range has been determined based, in part, upon current market conditions, recent public offerings of other
comparable companies and input received from J.P. Morgan Securities LLC (“J.P. Morgan”) and Piper Sandler & Co., the lead underwriters of the proposed Offering (the “Lead Underwriters”),
including discussions that took place on July 9, 2020 between senior management of the Company and representatives of the Lead Underwriters.

Prior to July 5, 2020, the Company had no formal discussions with the underwriters regarding a price range for the Offering. The Price
Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful Offering as of the date of that discussion with no weighting attributed to any other outcome for the Company’s business,
such as remaining a privately held company.

 The Company expects to include a bona fide price range in an amendment to the Registration
Statement that would shortly precede the commencement of the Company’s public marketing process, which it anticipates could commence as soon as [*]. Such price range could differ from the Price Range based on then-current market conditions,
recent public offerings of other comparable companies, continuing discussions with the Lead Underwriters and further business developments impacting the Company.

To assist the Staff in its evaluation of the Company’s accounting for stock-based compensation, the Company has provided the analysis as
set forth below.

 Determination of Fair Value of Common Stock

As described in the Registration Statement on pages 99-100, the Company has historically determined the
fair value of its common stock using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as
Compensation (the “Practice Guide”). Specifically, the fair value of the shares of common stock underlying the Company’s stock options has been determined by the Board of Directors of the Company (the
“Board”) with assistance from management and an independent third-party valuation firm. Given the absence of a public trading market for the Company’s common stock, the Board exercised reasonable judgment and considered
a number of objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock, including important developments in the Company’s operations, its stage of development, valuations performed by an
independent third-party valuation firm, sales of the Company’s redeemable convertible preferred stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price
performance and volatility of comparable public companies, the lack of liquidity of the Company’s common stock, and the likelihood of achieving a liquidity event, such as an initial public offering or change of control.

 CONFIDENTIAL TREATMENT REQUESTED BY NURIX THERAPEUTICS, INC.

 NRIX -
 2

 Securities and Exchange Commission

Division of Corporate Finance

 July 10, 2020

 Page
 3

 As described in greater detail in the Registration Statement, these valuations have utilized
combinations of (i) the income approach (in particular, the discounted cash flow (“DCF”) analysis), (ii) the option-pricing method (“OPM”) and (iii) the probability-weighted expected return
method (“PWERM”) for determining the fair value of the Company’s common stock. A DCF analysis attempts to value an asset or security by estimating the present value of the future cash flows it is expected to produce.
Projected cash flows are then discounted to a present value employing a discount rate that properly accounts for the estimated market-weighted average cost of capital, as well as any risk unique to the subject cash flows. The OPM uses option theory
to value the various classes of a company’s securities in light of their respective claims to the company’s total stockholders’ equity. In particular, total stockholders’ equity value is allocated to the various share classes
based upon their respective claims on a series of call options with strike prices at various value levels depending upon the rights and preferences of each class of equity. Under the PWERM, the per share value of the common stock is estimated based
upon the probability-weighted present value of expected future equity values for the common stock, under various possible future liquidity event scenarios, in light of the rights and preferences of each class of equity, discounted for a lack of
marketability.

 For the valuations conducted prior to February 14, 2020, the Company utilized a DCF analysis to estimate the fair
value of the Company’s total stockholders’ equity, and then utilized the OPM to allocate such value to the various classes of the Company’s equity, as described in further detail below. Beginning with the February 14, 2020
Valuation (as defined below), the Company utilized the PWERM approach for determining the fair value of the Company’s common stock. The Company determined to incorporate the PWERM into its valuation methodology as values associated with various
potential outcomes were considered estimable, in light of the Company’s stage of development, operating results, its prospects for an initial public offering (“IPO”) in the near term, general conditions in the capital
markets, including with respect to IPOs, and the relative likelihood of achieving a liquidity event such as an IPO in light of prevailing market conditions.

At each grant date, the Board evaluated any recent events and their potential impact on the estimated fair value per share of the
Company’s common stock. For grants of stock option awards made on dates for which there was no concurrent independent third-party valuation, the Board determined the fair value of the Company’s common stock on the date of grant taking into
consideration the immediately preceding valuation report as well as other pertinent information available at the time of the grant.

CONFIDENTIAL TREATMENT REQUESTED BY NURIX THERAPEUTICS, INC.

 NRIX -
 3

 Securities and Exchange Commission

Division of Corporate Finance

 July 10, 2020

 Page
 4

 Grants of Stock Options During the Preceding 18 Months

The following table summarizes by grant date the number of shares of the Company’s common stock underlying stock options granted during
the previous 18 months, as well as the associated per share exercise price and the estimated fair value per share of the Company’s common stock on the grant date for financial reporting purposes.

 Grant date

Number of
options granted

Exercise price
per share

Estimated fair
value per share of
common stock

 January 3, 2019

[
*]

$
[
*]

$
[
*]

 February 13, 2019

[
*]

$
[
*]

$
[
*]

 March 18, 2019

[
*]

$
[
*]

$
[
*]

 April 9, 2019

[
*]

$
[
*]

$
[
*]

 May 1, 2019

[
*]

$
[
*]

$
[
*]

 May 13, 2019

[
*]

$
[
*]

$
[
*]

 June 4, 2019

[
*]

$
[
*]

$
[
*]

 August 14, 2019

[
*]

$
[
*]

$
[
*]

 August 16, 2019

[
*]

$
[
*]

$
[
*]

 August 29, 2019

[
*]

$
[
*]

$
[
*]

 October 1, 2019

[
*]

$
[
*]

$
[
*]

 November 14, 2019*

[
*]

$
[
*]

$
[
*]

 December 8, 2019*

[
*]

$
[
*]

$
[
*]

 December 23, 2019*

[
*]

$
[
*]

$
[
*]

 February 27, 2020

[
*]

$
[
*]

$
[
*]

 March 2, 2020

[
*]

$
[
*]

$
[
*]

 May 28, 2020

[
*]

$
[
*]

$
[
*]

 June 2, 2020

[
*]

$
[
*]

$
[
*]

 June 6, 2020

[
*]

$
[
*]

$
[
*]

 June 14, 2020

[
*]

$
[
*]

$
[
*]

 June 28, 2020

[
*]

$
[
*]

$
[
*]

*
 Based on certain collaboration and product candidate development events described below, the Company adjusted
the fair value of the Company’s common stock for financial reporting purposes, for the grant dates of November 14, 2019, December 8, 2019 and December 23, 2019 to $[*], $[*] and $[*] per share respectively utilizing a linear
interpolation from its February 14, 2020 valuation.

 September 3, 2018 Valuation

A valuation was performed for the Company by an independent third-party valuation firm that determined the fair value of the Company’s
common stock as of September 3, 2018 to be $[*] per share (the “September 3, 2018 Valuation”).

For the September 3, 2018 Valuation, the Company utilized a DCF analysis to estimate the value of the Company’s total
stockholders’ equity. The DCF analysis concluded a total stockholders’ equity value for the Company, which it then discounted to $[*] on a minority, marketable basis, as of the valuation date, utilizing a 37.5% market weighted-average cost
of capital. The Company then employed the OPM to allocate the total stockholders’ equity value to the various classes of the Company’s stockholders based on their respective claims on a series of call options with strike prices at various
value levels depending on the rights and preferences of each class.

 In applying the OPM, the Company utilized an estimated time to
liquidity of 1.5 years, a risk-free rate of 2.54% and an estimated volatility of 75.0%, which resulted in an estimated fair value of the Company’s common stock of $[*] per share, on a minority, marketable basis. In determining the estimated
fair value of the Company’s common stock, the Board and the independent third-party valuation firm also considered the fact that the Company’s stockholders could not freely trade the

 CONFIDENTIAL TREATMENT REQUESTED BY NURIX THERAPEUTICS, INC.

 NRIX -
 4

 Securities and Exchange Commission

Division of Corporate Finance

 July 10, 2020

 Page
 5

Company’s common stock in the public markets. Because the common stock represented a non-marketable equity interest in a private enterprise, a
discount for lack of marketability (“DLOM”) of 30.0% was applied to the estimated fair value of the common stock on a marketable basis, resulting in an estimated fair value of the Company’s common stock of $[*] per share
on a minority, non-marketable basis. The DLOM was estimated based on consideration of both a simple protective put analysis, as well as the modified put analysis known as the Finnerty Method, a method of
estimating a DLOM using the OPM as outlined in the Practice Guide.

 At each grant date, the Board reviewed any recent events affecting the
Company since the date of the last independent third-party valuation and the potential impact of such events on the estimated fair value per share of the Company’s common stock.

For the grants of stock option awards made on January 3, 2019, February 13, 2019, March 18, 2019, April 9, 2019,
May 1, 2019, May 13, 2019 and June 4, 2019 the Board considered a number of objective and subjective factors, including the September 3, 2018 Valuation, to determine the fair value of the Company’s common stock as of each
grant date.

 June 10, 2019 Valuation

A valuation was performed for the Company by an independent third-party valuation firm that determined the fair value of the Company’s
common stock as of June 10, 2019 to be $[*] per share (the “June 10, 2019 Valuation”).

For the June 10, 2019 Valuation, the Company utilized a DCF analysis to estimate the value of the Company’s total stockholders’
equity, which included the Company’s collaboration with Gilead Sciences, Inc. on that date and receipt of an upfront payment pursuant to that collaboration on such date. The DCF analysis concluded a total stockholders’ equity value for the
Company, which it then discounted to $[*] on a minority, marketable basis, as of the valuation date, utilizing a 37.5% market weighted-average cost of capital. The Company then employed the OPM to allocate the total stockholders’ equity value
to the various classes of the Company’s stockholders based on their respective claims on a series of call options with strike prices at various value levels depending on the rights and preferences of each class. The Company did not utilize the
PWERM in the June 10, 2019 Valuation because the Company was still in the research phase, it had not progressed to preclinical development in any of its programs and the Company determined that it could not raise private equity capital money at
a valuation that would indicate progress to a potential IPO. In addition, the Company had not, at the time of such valuation, initiated discussions with investment bankers or begun planning activities with respect to a potential IPO, and therefore
could not, at such time, reasonably estimate the form and timing of potential liquidity events.

 In applying the OPM, the Company utilized
an estimated time to liquidity of two years, a risk-free rate of 1.90% and an estimated volatility of 75.0%, which resulted in an estimated fair value of the Company’s common stock of $[*] per share, on a minority, marketable basis. In
determining the estimated fair value of the Company’s common stock, the Board and the independent third-party valuation firm also considered the fact that the Company’s stockholders could not freely trade the Company’s common stock in
the public markets. Because the common stock represented a non-marketable equity interest in a private enterprise, a DLOM of 32.5% was applied to the estimated fair value of the common stock on a marketable
basis, resulting in an estimated fair value of the Company’s common stock of $[*] per share on a minority, non-marketable basis. The DLOM was estimated based on consideration of both a simple protective
put analysis, as well as the Finnerty Method.

 CONFIDENTIAL
TREATMENT

United States securities and exchange commission logo
June 3, 2020
Arthur Sands
Chief Executive Officer
Nurix Therapeutics, Inc.
1700 Owens Street, Suite 205
San Franciso, CA
Re:Nurix Therapeutics, Inc.
Draft Registration Statement on Form S-1
Confidentially submitted in May 6, 2020
CIK No. 0001549595
Dear Dr. Sands:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed May 5, 2020
Prospectus Summary
Our drug candidates, page 3
1.Please revise your pipeline table here and on page 111 to include columns for each stage
of further clinical development for your product candidates (i.e., Phase 1, Phase 2, Phase
3).  We also note that the pipeline tables include BTK CTM2, which appears to be in the
discovery phase. Because you have not identified a product candidate for this program, it
appears premature to include it in a product pipeline table.  Please revise or provide us
your analysis as to why you believe this program is material to your operations.
Use of proceeds, page 76

 FirstName LastNameArthur Sands
 Comapany NameNurix Therapeutics, Inc.
 June 3, 2020 Page 2
 FirstName LastNameArthur Sands
Nurix Therapeutics, Inc.
June 3, 2020
Page 2
2.We note your disclosure that you intend to use net proceeds to fund the development of
NX-2127 and NX-1607. Please specify how far in the development of each product
candidate you expect to reach with the proceeds of the offering. If any material amounts
of other funds are necessary to accomplish the specified purposes, state the amounts and
sources of other funds needed for each specified purpose and the sources.
Stock-based compensation, page 94
3.Once you have an estimated offering price or range, please explain to us the reasons for
any differences between the recent valuations of your common stock leading up to the
initial public offering and the estimated offering price. This information will help facilitate
our review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
Business, page 102
4.Please revise the disclosure in your prospectus to remove statements that imply an
expectation of regulatory approval, including claims regarding the safety and efficacy of
your product candidates, as these statements are inappropriate given the stage of
development. For example, on page 116, you suggest that NX-2127 "could be effective"
against both wild type and ibrutinib-resistant BTK alleles, and on page 126, you state that
you selected these compounds not only on "the basis of their potential efficacy and
safety," but also for their ease of synthesis and reasonable cost of their starting materials.
Collaborations, page 124
5.With respect to the Sanofi Agreement and the Gilead Agreement, please revise your
disclosure to separately disclose the amounts receivable in fees and in (i) development, (ii)
regulatory and (iii) sales milestones.  Please also revise the reference to "low double-
digits" in your description of the royalties receivable under the Gilead Agreement to no
more than ten percentage points (for example, between twenty and thirty percent).   Please
also discuss your option to co-develop and co-promote any product candidates, including
any limitations on your right and any requirements to exercising your rights.

Intellectual property, page 128
6.Please expand the discussion of your intellectual property portfolio on page 129 to
disclose for each of your material patent applications (i) the specific product(s) to which
such patent applications relate, (ii) the type of patent protection requested (composition of
matter, use or process) and (iii) expected expiration dates if granted.
General
7.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,

 FirstName LastNameArthur Sands
 Comapany NameNurix Therapeutics, Inc.
 June 3, 2020 Page 3
 FirstName LastName
Arthur Sands
Nurix Therapeutics, Inc.
June 3, 2020
Page 3
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Tracey McKoy at 202-551-3772 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Irene Paik at 202-551-6553 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences