SecProbe.io

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 ORIC Pharmaceuticals, Inc.
 240 E. Grand Ave, 2nd Floor
 South San Francisco, California 94080
 June 17, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549
 Attention: Tyler Howes

 Re:
 ORIC Pharmaceuticals, Inc.
 Registration Statement on Form S-3
 File No. 333-287949

 Acceleration
 Request

 Requested Date:

 June 20, 2025

 Requested Time:

 4:00 p.m. Eastern Time
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, ORIC Pharmaceuticals, Inc. (the “ Company ”) hereby
requests that the above-referenced Registration Statement on Form S-3 (File No. 333-287949) (the “ Registration Statement ”) be declared effective at
the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling
Amanda Urquiza at (650) 849-3032. [ Signature page follows ]

 Sincerely,

 ORIC Pharmaceuticals, Inc.

 /s/ Jacob M. Chacko, M.D.

 Jacob M. Chacko, M.D.

 President and Chief Executive Officer

 cc:
 Christian Kuhlen, ORIC Pharmaceuticals, Inc.
 Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C.
 Amanda N. Urquiza, Wilson Sonsini Goodrich & Rosati, P.C.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

Jacob Chacko, M.D.
Chief Executive Officer
ORIC Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080

 Re: ORIC Pharmaceuticals, Inc.
 Registration Statement on Form S-3
 Filed June 11, 2025
 File No. 333-287949
Dear Jacob Chacko M.D.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Amanda Urquiza, Esq.
</TEXT>
</DOCUMENT>

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 ORIC Pharmaceuticals, Inc.

240 E. Grand Ave, 2nd Floor

South San Francisco, California 94080

January 31, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549 

 Attention: Tim Buchmiller, Staff Attorney

Re:
 ORIC Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-276719

Acceleration Request

Requested Date:     February 2, 2024

Requested Time:    4:00 p.m. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, ORIC Pharmaceuticals, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-276719) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or
at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please
orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Amanda Urquiza at (650) 849-3032.

[Signature page follows]

 Sincerely,

ORIC Pharmaceuticals, Inc.

/s/ Jacob M. Chacko, M.D.

 Jacob
M. Chacko, M.D.

 President and Chief Executive Officer

cc:
 Christian Kuhlen, ORIC Pharmaceuticals, Inc.

Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C.

Amanda N. Urquiza, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
January 31, 2024
Jacob M. Chacko, M.D.
President and Chief Executive Officer
Oric Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, California 94080
Re:Oric Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed January 26, 2024
File No. 333-276719
Dear Jacob M. Chacko:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Knapp, Esq.

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 ORIC Pharmaceuticals, Inc.

240 E. Grand Ave, 2nd Floor

South San Francisco, California 94080

December 26, 2023

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Lauren Sprague Hamill, Senior Counsel

 Re:

ORIC Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-276077

 Acceleration Request

 Requested Date:

 December 28, 2023

 Requested Time:

 4:00 p.m. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, ORIC Pharmaceuticals, Inc. (the “Company”) hereby
requests that the above-referenced Registration Statement on Form S-3 (File No. 333-276077) (the “Registration Statement”) be declared effective at
the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling
Amanda Urquiza at (650) 849-3032.

 [Signature page follows]

Sincerely,

ORIC Pharmaceuticals, Inc.

/s/ Dominic Piscitelli

Dominic Piscitelli

Chief Financial Officer

cc:
 Christian Kuhlen, ORIC Pharmaceuticals, Inc.

Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C.

Amanda N. Urquiza, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
December 22, 2023
Dominic Piscitelli
Chief Financial Officer
Oric Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
Re:Oric Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed December 15, 2023
File No. 333-276077
Dear Dominic Piscitelli:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amanda Urquiza

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 November 10, 2020

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Abby Adams

Re:
 ORIC Pharmaceuticals, Inc.

Registration Statement on Form S-1 (File No. 333-250001)

Ladies and Gentlemen:

 Pursuant to Rule 460 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), we wish to advise that as of the time of this filing, the underwriters have not yet made any distribution of the Preliminary Prospectus of
ORIC Pharmaceuticals, Inc. (the “Registrant”) dated November 10, 2020. However, the underwriters are taking steps to see that all underwriters, brokers or dealers participating in the public offering of shares of the
Registrant’s common stock pursuant to the above-captioned Registration Statement, as amended (the “Registration Statement”), are promptly furnished with sufficient copies of the preliminary and final prospectus to enable them
to comply with the prospectus delivery requirements of Sections 5(b)(1) and (2) of the Securities Act.

 We wish to advise you that the participating
underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement be accelerated to 4:00 p.m. Eastern Time,
on Thursday, November 12, 2020 or as soon thereafter as practicable.

 [Signature page follows]

 Very truly yours,

J.P MORGAN SECURITIES LLC

 CITIGROUP GLOBAL MARKETS INC.

JEFFERIES LLC

 As representatives of the Underwriters

By:

J.P. Morgan Securities LLC

By:

 /s/ Ben Burdett

Name: Ben Burdett

Title: Managing Director

By:

Citigroup Global Markets Inc.

By:

 /s/ Bradley Wolff

Name: Bradley Wolff

Title: Managing Director

By:

Jefferies LLC

By:

 /s/ Michael Brinkman

Name: Michael Brinkman

Title: Managing Director

 [Signature Page to Underwriters Acceleration Letter]

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 November 10, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:    Abby Adams

Re:
 ORIC Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-250001

Acceleration Request

Requested Date:         November 12, 2020

Requested Time:        4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, ORIC Pharmaceuticals, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-250001) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or at such later time as the Company or
its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Jennifer Knapp at (650) 849-3041.

[Signature page follows]

Sincerely,

ORIC Pharmaceuticals, Inc.

 /s/ Jacob M. Chacko

Jacob M. Chacko, M.D.

President and Chief Executive Officer

cc:
 Dominic Piscitelli, ORIC Pharmaceuticals, Inc.

Tony Jefferies, Wilson Sonsini Goodrich & Rosati, P.C.

Kenneth Clark, Wilson Sonsini Goodrich & Rosati, P.C.

Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C.

Charles Kim, Cooley LLP

United States securities and exchange commission logo
July 28, 2020
Dominic Piscitelli
Chief Financial Officer
ORIC Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
Re:ORIC Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Submitted July 20, 2020
CIK No. 0001796280
Dear Mr. Piscitelli:
            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 Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jennifer Knapp, Esq.

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 Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

 Palo Alto, California 94304-1050

 O: 650.493.9300

F: 650.493.6811

 April 23, 2020

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:

Jeffrey Gabor

 Ibolya Ignat

Celeste Murphy

 Kevin Vaughn

Re:
 ORIC Pharmaceuticals, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 20, 2020

File No. 333-236792

Sir/Madam:

 On behalf of our client, ORIC
Pharmaceuticals, Inc. (“ORIC” or the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated April 22, 2020, relating to the above referenced Amendment No. 1 to Registration Statement on Form S-1 (the “Registration
Statement”). We are concurrently filing via EDGAR a revised Registration Statement (the “Revised Registration Statement”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s
response. Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement), all page references herein correspond to the Revised Registration Statement.

AUSTIN        BEIJING        BOSTON
   BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW
YORK        PALO ALTO

 SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

 ORIC Pharmaceuticals, Inc.

April 23, 2020

  Page
 2

 Amendment No. 1 to Registration Statement on Form S-1
filed April 20, 2020

 Risk Factors

Our amended and restated bylaws that will become effective upon the closing of this offering provide..., page 79

1.
 We note that your forum selection provision identifies a state court located within the State of Delaware
(or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) as the exclusive forum for certain litigation, including any “derivative action.” Please
disclose whether this provision applies to actions arising under the Exchange Act. If this provision does not apply to actions arising under the Exchange Act, please also ensure that the exclusive forum provision in the governing documents 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 Exchange Act. We also note that your forum selection provision includes an exclusive federal forum provision
for Securities Act claims. Please state that there is uncertainty as to whether a court would enforce such provision. In that regard, we note that Section 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.

In response to the Staff’s comment, the Company has updated the disclosure on pages 79 and 80 of the Revised Registration Statement.
Additionally, the Company will include disclosure in future Annual Reports on Form 10-K to describe the limitations in applicability of the Company’s forum selection provision, consistent with the
disclosure on pages 79 and 80.

 Report of Independent Registered Public Accounting Firm, page F-2

2.
 Please have your auditors remove the restrictive language from their report and consent and sign them in
the filing for which you request effectiveness.

 In response to the Staff’s comment, the Company’s
auditors have removed the restrictive language from their report and consent and signed these for inclusion in the filing for which the Company requests effectiveness.

*****

 ORIC Pharmaceuticals, Inc.

April 23, 2020

  Page
 3

 Please direct any questions regarding the Company’s responses or the revised draft of
the Registration Statement to me at (650) 849-3223 or tjeffries@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

 /s/ Tony Jeffries

Tony Jeffries

cc:
 Jacob Chacko, ORIC Pharmaceuticals, Inc.

Dominic Piscitelli, ORIC Pharmaceuticals, Inc.

Kenneth Clark, Wilson Sonsini Goodrich & Rosati, P.C.

Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C.

Melissa Rick, Wilson Sonsini Goodrich & Rosati, P.C.

Charles Kim, Cooley LLP

April 22, 2020
Jacob Chacko, M.D.
President and Chief Executive Officer
Oric Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
Re:Oric Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 20, 2020
File No. 333-236792
Dear Dr. Chacko:
            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 Registration Statement on Form S-1 filed April 20, 2020
Risk Factors
Our amended and restated bylaws that will become effective upon the closing of this offering
provide..., page 79
1.We note that your forum selection provision identifies a state court located within the
State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State
court in Delaware or the federal district court for the District of Delaware) as the exclusive
forum for certain litigation, including any “derivative action.”  Please disclose whether
this provision applies to actions arising under the Exchange Act.  If this provision does not
apply to actions arising under the Exchange Act, please also ensure that the exclusive
forum provision in the governing documents states this clearly, or tell us how you will
inform investors in future filings that the provision does not apply to any actions arising

 FirstName LastNameJacob Chacko, M.D.
 Comapany NameOric Pharmaceuticals, Inc.
 April 22, 2020 Page 2
 FirstName LastName
Jacob Chacko, M.D.
Oric Pharmaceuticals, Inc.
April 22, 2020
Page 2
under the Exchange Act.  We also note that your forum selection provision includes an
exclusive federal forum provision for Securities Act claims.  Please state that there is
uncertainty as to whether a court would enforce such provision.  In that regard, we note
that Section 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.
Report of Independent Registered Public Accounting Firm, page F-2
2.Please have your auditors remove the restrictive language from their report and consent
and sign them in the filing for which you request effectiveness.

            You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Melissa Rick, Esq.

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   April 21, 2020

United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, N.E.
 Washington, DC 20549

Attention:
Jeffrey Gabor

Celeste Murphy

 Ibolya Ignat

 Kevin
Vaughn

Re:
ORIC Pharmaceuticals, Inc.

Registration Statement on Form S-1 (File No.
333-236792)

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of
1933, as amended, we wish to advise that between April 20, 2020 and the date hereof, approximately 425 copies of the Preliminary Prospectus dated April 20, 2020 were distributed to prospective underwriters, institutional investors and prospective
dealers in connection with the above-captioned Registration Statement.

We wish to advise you that the participating underwriters have informed us that they have
complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We
hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on April 23, 2020 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

 J.P. MORGAN SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

 JEFFERIES LLC

 As representatives of the Underwriters

By:
J.P. Morgan Securities LLC

By:
/s/ Benjamin Burdett

Name:  Benjamin Burdett

Title:    Managing Director

By:
Citigroup Global Markets Inc.

By:
/s/ Bradley Wolff

Name:  Bradley Wolff

Title:    Managing Director

By:
Jefferies LLC

By:
/s/ Michael Brinkman

Name:  Michael Brinkman

Title:    Managing Director

CORRESP
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CORRESP

 April 21, 2020

 VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, DC 20549-3720

Attention:
Jeffrey Gabor
 Celeste Murphy
 Ibolya Ignat
 Kevin Vaughn

Re:
ORIC Pharmaceuticals, Inc.
 Registration Statement on Form S-1

 File No. 333-236792

 Acceleration Request

Requested Date:      April 23, 2020
 Requested Time:     4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, ORIC Pharmaceuticals, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-236792) (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the
Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling
Jennifer Knapp at (650) 849-3041.

[Signature page follows]

 Securities and
Exchange Commission

 April 21, 2020

 Page 2

Sincerely,

oric PHARMACEUTICALS, Inc.

/s/ Jacob M. Chacko

Jacob M. Chacko, M.D.

President and Chief Executive Officer

cc:
Dominic Piscitelli, ORIC Pharmaceuticals, Inc.
 Kenneth Clark, Wilson Sonsini Goodrich & Rosati, P.C.

Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C.

Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C.

 Melissa Rick, Wilson
Sonsini Goodrich & Rosati, P.C.

 Charles Kim, Cooley LLP

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 Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

 Palo Alto, California 94304-1050

 O: 650.493.9300

F: 650.493.6811

 April 20, 2020

 Via
EDGAR and Overnight Delivery

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Jeffrey Gabor

Ibolya Ignat

 Celeste Murphy

Kevin Vaughn

Re:
 ORIC Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed February 28, 2020

CIK No. 0001796280

 Sir/Madam:

On behalf of our client, ORIC Pharmaceuticals, Inc. (“ORIC” or the “Company”), we submit this letter in
response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 6, 2020, relating to the above referenced Registration
Statement on Form S-1 (the “Registration Statement”). We are concurrently filing via EDGAR a revised Registration Statement (the “Revised Registration Statement”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s
response. Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement), all page references herein correspond to the Revised Registration Statement.

 AUSTIN
             BEIJING              BOSTON             BRUSSELS
             HONG KONG              LONDON              LOS ANGELES
             NEW YORK

 PALO
ALTO            SAN DIEGO              SAN FRANCISCO
SEATTLE              SHANGHAI              WASHINGTON, DC
            WILMINGTON, DE

 ORIC Pharmaceuticals, Inc.

April 20, 2020

  Page
 2

 Form S-1 filed February 28, 2020

Capitalization, page 83

1.
 Please tell us how you determined the inclusion of the 118,301 shares resulting from the early option
exercise in the number of shares issued and outstanding was considered appropriate to arrive to the pro forma, and pro forma as adjusted presentation. You also disclose on page 8 that you expect these shares will be outstanding after the offering.
However, it appears from your disclosure elsewhere that these are shares from —the future exercise of options that are not yet vested and therefore not available to be outstanding. Please revise to clarify this apparent inconsistency.

 In response to the Staff’s comment, the Company has updated the disclosure on pages 11, 88 and 91 of
the Revised Registration Statement.

 *****

 ORIC Pharmaceuticals, Inc.

April 20, 2020

  Page
 3

 Please direct any questions regarding the Company’s responses or the revised draft of
the Registration Statement to me at (650) 849-3223 or tjeffries@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI Professional Corporation

 /s/ Tony Jeffries

Tony Jeffries

cc:
 Jacob Chacko, ORIC Pharmaceuticals, Inc.

Dominic Piscitelli, ORIC Pharmaceuticals, Inc.

Kenneth Clark, Wilson Sonsini Goodrich & Rosati, P.C.

Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C.

Melissa Rick, Wilson Sonsini Goodrich & Rosati, P.C.

Charles Kim, Cooley LLP

March 6, 2020
Jacob Chacko, M.D.
President and Chief Executive Officer
Oric Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
Re:Oric Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed February 28, 2020
CIK No. 0001796280
Dear Dr. Chacko:
            We have reviewed your registration statement and have the following comment.  In our
comment, 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 comment applies 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 our comment, we may have additional comments.
Form S-1 filed February 28, 2020
Capitalization, page 83
1.Please tell us how you determined the inclusion of the 118,301 shares resulting from the
early option exercise in the number of shares issued and outstanding was considered
appropriate to arrive to the pro forma, and pro forma as adjusted presentation.  You also
disclose on page 8 that you expect these shares will be outstanding after the offering.
However, it appears from your disclosure elsewhere that these are shares from the future
exercise of options that are not yet vested and therefore not available to be
outstanding.  Please revise to clarify this apparent inconsistency.
            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.

 FirstName LastNameJacob Chacko, M.D.
 Comapany NameOric Pharmaceuticals, Inc.
 March 6, 2020 Page 2
 FirstName LastName
Jacob Chacko, M.D.
Oric Pharmaceuticals, Inc.
March 6, 2020
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Melissa Rick, Esq.

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CORRESP

 650 Page Mill Road

Palo Alto, CA 94304-1050

PHONE 650.493.9300

FAX 650.493.6811

www.wsgr.com

 CONFIDENTIAL TREATMENT REQUESTED

BY ORIC PHARMACEUTICALS, INC.: ORIC-001

FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. §200.83

The entity requesting confidential treatment is:

 ORIC
Pharmaceuticals, Inc.

 240 East Grand Avenue, 2nd Floor

South San Francisco, CA 94080

 Attention: Jacob M. Chacko, Chief
Executive Officer and President

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”

March 3, 2020

 VIA EDGAR AND
OVERNIGHT DELIVERY

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Healthcare &
Insurance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attn:
 Jeffrey Gabor

Ibolya Ignat

 Celeste Murphy

Kevin Vaughn

RE:
 ORIC Pharmaceuticals, Inc.

Registration Statement on Form S-1

CIK No. 0001796280

 Ladies and
Gentlemen:

 On behalf of our client, ORIC Pharmaceuticals, Inc. (the “Company” or “ORIC”), we submit this
letter in response to Comment 9 of the initial comments received from the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 8,
2020 (the “Comment Letter”), relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), originally confidentially submitted in draft
form to the Commission on December 13, 2019, subsequently confidentially submitted in draft form to the Commission on January 24, 2020 and filed via EDGAR on February 28, 2020.

CONFIDENTIAL TREATMENT REQUESTED BY ORIC PHARMACEUTICALS, INC.

AUSTIN    BEIJING    BOSTON    BRUSSELS
HONG KONG    LONDON    LOS ANGELES    NEW YORK    PALO ALTO

SAN DIEGO    SAN
FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

 Securities and Exchange Commission

March 3, 2020

  Page
 2

 CONFIDENTIAL TREATMENT REQUESTED

BY ORIC PHARMACEUTICALS, INC.: ORIC-001

 Because of the commercially sensitive nature of information contained herein, this submission
is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the
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 the Company’s letter to the Office of Freedom of
Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the comment with the
Company’s response.

 Managements discussion and analysis of financial condition and results of operations, Critical accounting policies and
significant judgments and estimates, Stock-based compensation, page 97

 9. 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.

 Price Range

To assist the Staff in its evaluation of stock compensation disclosures and certain other matters, the Company advises the Staff that the
Company currently estimates a price range of $[*] to $[*] per share (the “Price Range”) for the initial public offering (the “IPO”) of the Company’s common stock, resulting in a midpoint of the Price Range of
$[*] per share (the “Midpoint Price”). The Price Range has been estimated based on a number of factors, including the progress of the Company’s studies and trials, other developments in the Company’s business, input
received from the Company’s “testing the waters meetings,” current market conditions and input received from J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Jefferies LLC (the “Lead Underwriters”),
including discussions that took place on February 28, 2020 among representatives of the Company and representatives of the Lead Underwriters.

The Price Range does not take into account any discount for the current lack of liquidity for the Company’s common stock and assumes a
successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction. As is typical for initial public offerings, the Price Range was
not derived using a formal determination of fair value but was determined as a result of discussions among representatives of the Company and the Lead Underwriters. During these discussions, the parties considered quantitative factors, as well as non-quantitative factors, such as the valuations of recently completed public offerings and evaluating those issuers’ respective stages of development as compared to the Company, the current valuations of
public companies at a similar stage of clinical development as the Company taking into account the number of programs of those companies as compared to the Company and recent market conditions. Prior to February 28, 2020, the Lead Underwriters
had not discussed with the Company any specific estimated price range. The Price Range also does not reflect any stock split the Company may effect prior to the IPO.

 CONFIDENTIAL TREATMENT
REQUESTED BY ORIC PHARMACEUTICALS, INC.

 2

 Securities and Exchange Commission

March 3, 2020

  Page
 3

 CONFIDENTIAL TREATMENT REQUESTED

BY ORIC PHARMACEUTICALS, INC.: ORIC-001

 The actual bona fide price range to be included in the Registration
Statement has not yet been determined and remains subject to adjustment based on further discussions between the Company and the Lead Underwriters, developments in the Company’s business, market conditions and other factors that are outside of
the Company’s control. However, the Company believes that the actual bona fide price range will be within the Price Range. In addition, the actual bona fide price range to be included in the Registration Statement
will be reflected in an amendment to the Registration Statement that will be filed before the commencement of the road show and will comply with the Staff’s interpretation regarding the parameters of a bona fide price
range.

 Equity Grants and Common Stock Valuation

As stated in the Registration Statement, the Company has granted stock-based awards, consisting of stock options, to its employees, directors
and other service providers.

 The Company measures stock-based awards based on their estimated fair value on the date of grant and
recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options with only service-based vesting conditions and records the
expense for these awards using the straight-line method.

 The Registration Statement describes the Company’s use of the
Black-Scholes-Merton option-pricing model (“Black-Scholes”) for the purpose of calculating the estimated grant date fair value of the stock options. The Company’s board of directors (the “Board”), with input
from management, determined the estimated fair value per share of the Company’s common stock to be as follows:

 Valuation Date

Estimated Fair
Value Per Share
of Common Stock

 Valuation Method

 February 6, 2018

$
0.40

Hybrid of OPM/PWERM

 August 2, 2019

$
1.61

OPM

 November 21, 2019

$
2.29

PWERM

 These estimated fair values per share of common stock were determined after considering valuation reports from
an independent third-party valuation specialist as well as other objective and subjective factors as appropriate, including the Company’s stage of development and programs, the Company’s cash burn and cash balances, the value of public
companies with similar profiles to the Company, the likelihood of achieving a liquidity event, the lack of an active market for the Company’s shares of common stock, the issuance of preferred stock and the rights, preferences and privileges of
preferred stock as compared to common stock and the other factors described below. Set forth below in this letter is a discussion of each valuation and equity grant since January 1, 2018, along with a comparison of the estimated fair value of
the Company’s common stock to the Midpoint Price.

 CONFIDENTIAL TREATMENT
REQUESTED BY ORIC PHARMACEUTICALS, INC.

 3

 Securities and Exchange Commission

March 3, 2020

  Page
 4

 CONFIDENTIAL TREATMENT REQUESTED

BY ORIC PHARMACEUTICALS, INC.: ORIC-001

 The following table sets forth all equity awards made by the Company since January 1,
2018:

 Grant date

Type of award

Number of
shares

Exercise price
of options per
share

Estimated
fair value
of common
stock per
share on
grant date

 March 1, 2018

Options

2,184,680

$
 0.40

$
 0.40

 May 10, 2018

Options

4,094,500

$
 0.40

$
 0.40

 June 29, 2018

Options

236,700

$
 0.40

$
 0.40

 September 20, 2018

Options

1,083,500

$
 0.40

$
 0.40

 December 6, 2018

Options

880,000

$
 0.40

$
 0.40

 February 4, 2019

Options

638,000

$
 0.40

$
 0.40

 September 11, 2019

Options

2,418,000

$
 1.61

$
 1.61

 September 18, 2019

Options

125,000

$
 1.61

$
 1.61

 October 28, 2019

Options

125,000

$
 1.61

$
 1.61

 October 31, 2019

Options

35,000

$
 1.61

$
 1.61

 December 4, 2019

Options

610,000

$
 2.29

$
 2.29

 December 21, 2019

Options

725,000

$
 2.29

$
 2.29

 In addition to the equity awards identified above, the Board has approved the grant of an aggregate of
4,880,005 options with an exercise price equal to the IPO price, which grants will be effective as of the effective date of the Registration Statement.

February 6, 2018 Valuation

 In
preparing the February 6, 2018 valuation, the Company used a hybrid of the option pricing model (“OPM”) and the probability-weighted expected return method (“PWERM”). The hybrid method applied the PWERM in the
probability of a liquidation scenario and the OPM in the probability of a stay private / going concern scenario. The resulting estimated fair value of the Company’s common stock was $0.40 per share on a
non-marketable basis.

 In this valuation, the hybrid method was used to address two
probability-weighted scenarios projected for the Company: a liquidation scenario and a stay private / going concern scenario. The liquidation scenario was weighted 75% and the stay private scenario was weighted 25%. The relative probability of each
projected scenario was determined based on the fact that ORIC was an early development stage company with the significant risks associated with a pre-clinical drug company.

Under the PWERM portion of the valuation applied to the liquidation scenario, the Company valued its shares of common stock based upon the
probability-weighted present value of expected future investment returns, considering various future outcomes available to the Company as well as the rights of each of the share classes. As of February 6, 2018, there was a significant risk of
failure given the Company’s early stage of development that would have resulted in a liquidation or downside liquidity event in which the Company’s preferred stock would receive all of its liquidation preference with the Company’s
common stock receiving no return.

 CONFIDENTIAL TREATMENT
REQUESTED BY ORIC PHARMACEUTICALS, INC.

 4

 Securities and Exchange Commission

March 3, 2020

  Page
 5

 CONFIDENTIAL TREATMENT REQUESTED

BY ORIC PHARMACEUTICALS, INC.: ORIC-001

 The stay private / going concern scenario assumed an equity valuation determined by the OPM
which was used to determine the value of each class of the Company’s capital stock and a back-solve method based on the price of the Series C preferred stock tied to its initial issuance price. After the equity value of the Company was
determined, it was allocated among the various stock classes. Under the OPM, the rights of the holders of various classes of stock are treated as call options on any value of the Company above a series of breakpoints. For the Company, these
breakpoints were set after examining the liquidation preferences and conversion behaviors of the different classes of equity. To calculate the estimated fair market value of the Company’s common stock, the Company estimated a series of
variables, including the equity value of the Company, time to liquidity event, risk-free rate, volatility and illiquidity discount. For the February 6, 2018 stay private / going concern scenario, the Company used:

•

 an estimated equity value of approximately $[*] on a marketable basis;

•

 an estimated 2.5-year time period to reach a liquidity event;

•

 a risk-free Federal Reserve interest rate of 2.20% based on the yields of
2- and 3-year U.S. Treasury notes as of February 6, 2018;

•

 an annual standard deviation of return (usually referred to as volatility) of 1.05 based on an analysis of the
historical volatility of guideline companies over a period of up to 2.5 years; and

•

 a discount for lack of marketability (“DLOM”) of 30.0% on account of the lack of an active
trading market in the Company’s securities.

 March 1, 2018, May 10, 2018, June 29, 2018, September 20, 2018,
December 6, 2018 and February 4, 2019 grants

 At March 1, 2018, May 10, 2018, June 29, 2018,
September 20, 2018, December 6, 2018 and February 4, 2019, the Board determined that the estimated fair value of the Company’s common stock was $0.40 per share in consideration of the valuation analysis as of February 6,
2018 and other objective and subjective factors as appropriate, including, without limitation: the early stage of development of the Company and the fact that the Company had only recently initiated its first clinical trial, a Phase 1a trial of its
lead product candidate, ORIC-101, in healthy volunteers; the Company had no ongoing trials in combination with other therapies; the Company’s CD73 program was in preclinical development and a lead product
candidate for such program had not been identified; the Company had one additional program at the early research stage; the Company underwent a transition on its executive team with the hiring of Dr. Jacob Chacko as the Company’s new Chief
Executive Officer in May 2018, Dr. Pratik Multani as the Company’s new Chief Medical Officer in September 2018 and Matt Panuwat as the Company’s new Chief Business Officer in November 2018; uncertainty relating to when the
Company’s planned Phase 1b trials of its lead product candidate, ORIC-101, in combination with other therapies

 CONFIDENTIAL TREATMENT
REQUESTED BY ORIC PHARMACEUTICALS, INC.

 5

 Securities and Exchange Commission

March 3, 2020

  Page
 6

 CONFIDENTIAL TREATMENT REQUESTED

BY ORIC PHARMACEUTICALS, INC.: ORIC-001

would commence, if at all; uncertainty regarding the manufacturing process and formulation of the Company’s lead product candidate, ORIC-101, for the planned Phase 1b clinical trials;
uncertainty as to the progress, if any, of the Company’s other programs and as to when the Company would submit an investigational new drug application (“IND”) with the U.S. Federal Drug Administration (“FDA”)
to seek approval to commence Phase 1 clinical trials for any other program, if at all; uncertainty relating to the results of the Company’s planned future clinical trials; uncertainty regarding the ability and t

CORRESP
1
filename1.htm

CORRESP

 February 28, 2020

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:

Jeffrey Gabor

 Ibolya Ignat

Celeste Murphy

 Kevin Vaughn

Re:
 ORIC Pharmaceuticals, Inc.

 Amendment No. 1 to Draft Registration Statement on Form S-1

 Submitted January 24, 2020

 CIK No. 0001796280

Sir/Madam:

 On behalf of our client, ORIC
Pharmaceuticals, Inc. (“ORIC” or the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated February 3, 2020, relating to the above referenced Draft Registration Statement on Form S-1 (the “Registration
Statement”). We are concurrently filing via EDGAR a revised Registration Statement (the “Revised Registration Statement”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except
for page references appearing in the headings and Staff comments below (which are references to the Registration Statement), all page references herein correspond to the Revised Registration Statement.

 February 28, 2020

Page 2

 Amendment No. 1 to Draft Registration Statement on Form
S-1 Submitted January 24, 2020

 Prospectus summary

Overview, page 1

1.
 We note your response to prior comment 2, and we reissue in part. We do not object to a discussion of
these programs in the summary or in the business section, but discovery research programs that do not appear material to your business and the offering should not be prominently highlighted. To the extent that you believe one or more of the
discovery research programs is material to your business and the offering, please revise to disclose the known information about these programs in your business section so that investors will have a basis to understand these programs and the market
potential. Alternatively, please revise your presentation so that it does not prominently highlight these programs in the Summary.

In response to the Staff’s comment, the Company has updated the disclosure on page 135 of the Revised Registration Statement.

Background on cancer resistance, page 108

2.
 We note your response to prior comment 11. The disclosure implies that your product candidates that
target innate resistance will be approved and that the process will be easier or faster than the approval process for other entities. Although other drugs targeting innate resistance have been approved, your product is still distinct from prior
products approved by the FDA. While it is appropriate for you to discuss the successes of other drugs that have targeted innate resistance, please revise your disclosure to remove any implications that your product candidates will be approved, are
more likely to receive FDA approval, or will be approved quickly.

 In response to the Staff’s comment, the
Company has updated the disclosure on page 109 of the Revised Registration Statement.

 *****

 February 28, 2020

Page 3

 Please direct any questions regarding the Company’s responses or the revised draft of
the Registration Statement to me at (650) 849-3223 or tjeffries@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

 /s/ Tony Jeffries

Tony Jeffries

cc:
 Jacob Chacko, ORIC Pharmaceuticals, Inc.

Dominic Piscitelli, ORIC Pharmaceuticals, Inc.

Kenneth Clark, Wilson Sonsini Goodrich & Rosati, P.C.

Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C.

Melissa Rick, Wilson Sonsini Goodrich & Rosati, P.C.

Charles Kim, Cooley LLP

February 3, 2020
Jacob Chacko, M.D.
President and Chief Executive Officer
Oric Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
Re:Oric Pharmaceuticals, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 24, 2020
CIK No. 0001796280
Dear Dr. Chacko:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted January 24, 2020
Prospectus summary
Overview, page 1
1.We note your response to prior comment 2, and we reissue in part.  We do not object to a
discussion of these programs in the summary or in the business section, but discovery
research programs that do not appear material to your business and the offering should not
be prominently highlighted.  To the extent that you believe one or more of the discovery
research programs is material to your business and the offering, please revise to disclose
the known information about these programs in your business section so that investors

 FirstName LastNameJacob Chacko, M.D.
 Comapany NameOric Pharmaceuticals, Inc.
 February 3, 2020 Page 2
 FirstName LastName
Jacob Chacko, M.D.
Oric Pharmaceuticals, Inc.
February 3, 2020
Page 2
will have a basis to understand these programs and the market potential.  Alternatively,
please revise your presentation so that it does not prominently highlight these programs in
the Summary.
Background on cancer resistance, page 108
2.We note your response to prior comment 11.  The disclosure implies that your product
candidates that target innate resistance will be approved and that the process will be easier
or faster than the approval process for other entities.  Although other drugs targeting
innate resistance have been approved, your product is still distinct from prior products
approved by the FDA.  While it is appropriate for you to discuss the successes of other
drugs that have targeted innate resistance, please revise your disclosure to remove any
implications that your product candidates will be approved, are more likely to receive
FDA approval, or will be approved quickly.
            You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Melissa Rick, Esq.

January 8, 2020
Jacob Chacko, M.D.
President and Chief Executive Officer
Oric Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
Re:Oric Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Submitted December 13, 2019
CIK No. 0001796280
Dear Dr. Chacko:
            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
Prospectus summary
Overview, page 1
1.We note your references throughout your registration statement to your product candidates
as potentially "first-in-class."  This term suggests that your product candidates are
effective and likely to be approved.  Further, it is inappropriate for you to state or imply
that you will achieve a given market share given the length of time and uncertainty with
respect to securing marketing approval for your product candidates.  Please delete these
references.  If your use of this term was intended to convey your belief that the products
are further along in the development process, you may discuss that you are not aware of
competing products that are further along in the development process.  Statements such as

 FirstName LastNameJacob Chacko, M.D.
 Comapany NameOric Pharmaceuticals, Inc.
 January 8, 2020 Page 2
 FirstName LastName
Jacob Chacko, M.D.
Oric Pharmaceuticals, Inc.
January 8, 2020
Page 2
these should be accompanied by cautionary language that the statements are not intended
to give any indication that the product candidates have been proven effective or that they
will receive regulatory approval.
2.Your pipeline table appears to include every in-house development program.  Please
revise the table to include only those programs that are material to the company.  If you
believe that every program listed is material, please provide us with an analysis explaining
your belief.  In particular, to the extent your lead optimization program is material to the
company, please discuss this in your analysis.
3.We note your reference to Drs. Sawyers and Lowe as "founders."  We also note your
website describes Dr. Sawyers as a member of your Scientific Advisory Board and Dr.
Lowe as a consultant.  Please revise the Prospectus Summary and other applicable
sections of the registration statement to clearly explain the extent of your "founders"
involvement with your company including contractual relationships.  In your revised
disclosure, please also explain what it means to be a "founder.”  A "founder" who is not a
principal stockholder or employee does not appear to have a current connection to the
company.  In this regard, please explain whether Drs. Sawyers and Lowe has maintained
or transferred their initial interest and other rights in the company.
4.We note that your lead product candidate, ORIC-101, builds on academic work from Dr.
Sawyers laboratory at Memorial Sloan Kettering Cancer Center.  Please clarify the nature
and scope of any engagement with Dr. Sawyers and/or Memorial Sloan Kettering Cancer
Center to include what entitlement, if any, you have to intellectual property deriving from
Dr. Sawyers and/or Memorial Sloan Kettering Cancer Center.
Our strategy, page 5
5.We note your strategy to "[r]apidly" advance your lead product candidate through clinical
development.  Please revise your disclosure and similar statements throughout your
registration statement to remove any implication that you will be successful in
commercializing your product candidates in a rapid or accelerated manner as these
statements are speculative for you to make.
Risk Factors
Intellectual property discovered through government funded programs may be subject to federal
regulations..., page 62
6.We note that you may be subject to federal regulations such as march-in rights.  Please
provide additional disclosure regarding:
•the technology or technologies subject to march-in rights;
•the portion of your business that would be affected by the exercise of march-in rights;
and
•whether and how you may be compensated in the event such rights are exercised.

 FirstName LastNameJacob Chacko, M.D.
 Comapany NameOric Pharmaceuticals, Inc.
 January 8, 2020 Page 3
 FirstName LastName
Jacob Chacko, M.D.
Oric Pharmaceuticals, Inc.
January 8, 2020
Page 3
Market, industry and other data, page 78
7.Please delete the statement that you have not separately verified data from third parties or
revise your disclosure to specifically state that you are liable for the data included in the
registration statement.
Use of proceeds, page 79
8.Please expand your disclosure to specify the intended use of proceeds, including the
amount you intend to allocate to ORIC-201 and the other research and development
activities, individually.  Additionally, please revise to state how far the net proceeds are
expected to allow you to continue in the development for each of your product
candidates.  Refer to Item 504 of Regulation S-K.
Managements discussion and analysis of financial condition and results of operations
Critical accounting policies and significant judgments and estimates
Stock-based compensation , page 97
9.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
GR antagonist program: ORIC-101, page 104
10.We note that you have developed a proprietary immunohistochemistry (IHC) assay that
measures GR protein expression levels as well as a proprietary GR gene activation
signature that measures GR signaling activity, both of which are being utilized in your two
ongoing Phase 1b clinical trials of ORIC-101.  On page 32, you note that the FDA has
required marketing approval of all companion diagnostic tests for cancer therapies.  In the
business section, please revise your disclosure to explain how approval of your diagnostic
tools for ORIC-101 impacts the timing of approval and/or commercialization of ORIC-
101.  Please also disclose the impact to approval and/or marketing of ORIC-101 if the
diagnostic tool is not approved.
Background on cancer resistance, page 107
11.Please revise your discussion of innate resistance to clearly provide that basis for your
belief that innate resistance targets have a "higher probability of technical success than
other cancer targets" and "the potential for rapid clinical development and approval
timelines."

 FirstName LastNameJacob Chacko, M.D.
 Comapany NameOric Pharmaceuticals, Inc.
 January 8, 2020 Page 4
 FirstName LastName
Jacob Chacko, M.D.
Oric Pharmaceuticals, Inc.
January 8, 2020
Page 4
The glucocorticoid receptor as a mechanism of resistance, page 113
12.At first use, please provide a brief explanation of the disclosed p-value and how it is used
to measure statistical significance.  Please also explain the relevance of statistical
significance to the FDA's evidentiary standards for drug approval.
ORIC-101 differentiation, page 115
13.We note that you conducted a series of in vitro experiments evaluating ORIC-101,
mifepristone and relacorilant with determinations of more favorable, comparable, or less
favorable.  Please provide context for these studies by providing the specific details and
parameters of the studies from which this data was drawn, including endpoints, duration
of treatment, comparison against placebo or standard treatment, metrics utilized, statistical
significance, etc.  Without this contextual information, it may be difficult for the reader to
draw an accurate and balanced assessment of these favorable results.  If you cannot
provide this information, please remove these comparisons.
Our collaboration and license agreements, page 130
14.We note your disclosure that you have entered into agreements with Memorial Sloan
Kettering Cancer Center and Washington University in St. Louis.  To the extent that these
agreements are material, please describe the material terms and file them as exhibits to the
registration statement, or tell us why this is not required.  See Item 601(b)(10) of
Regulation S-K.
Intellectual property, page 132
15.We note that you have licensed certain pending patents from Memorial Sloan Kettering
Cancer Center.  Please amend your disclosure to discuss the material terms of this license
agreement.  In your description of this agreement you should specifically identify, to the
extent material:
•each party´s rights and obligations;
•nature and scope of intellectual property transferred if the agreement involves a
license;
•duration of agreement and royalty term, if applicable;
•termination provisions; and
•payment provisions.

In addition, please file the agreement as an exhibit to your registration statement as
required under Item 601(b)(10) of Regulation S-K.
16.Please revise your disclosure to identify the applicable foreign jurisdictions for your
pending patent applications.

 FirstName LastNameJacob Chacko, M.D.
 Comapany NameOric Pharmaceuticals, Inc.
 January 8, 2020 Page 5
 FirstName LastName
Jacob Chacko, M.D.
Oric Pharmaceuticals, Inc.
January 8, 2020
Page 5
Executive compensation, page 157
17.Please update your disclosure to include the disclosures required by Item 402 of
Regulation S-K for your last completed fiscal year.
General
18.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,
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 Ibolya Ignat at 202-551-3636 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Melissa Rick, Esq.