United States securities and exchange commission logo

                              June 18, 2020

       Sanjiv K. Patel, M.D.
       President and Chief Executive Officer
       Relay Therapeutics, Inc.
       399 Binney Street, 2nd Floor
       Cambridge, MA 02139

                                                        Re: Relay Therapeutics,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 22,
                                                            CIK No. 0001812364

       Dear Dr. Patel:

              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

             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

       Draft Registration Statement on Form S-1

       Overview, page 1

   1.                                                   We note your statements
regarding your differentiated approach and how it enables you to
                                                        select product
candidates with a "potentially higher probability of clinical success." Given
                                                        the stage of your
product candidates and the length of time and uncertainty involved in
                                                        product candidate
development, please revise throughout the prospectus to remove any
                                                        implication that your
product candidates are more likely than others to receive approval
                                                        from the U.S. Food and
Drug Administration (FDA) or comparable regulators.
   2.                                                   Given the status of
your development programs, please tell us the basis for your claim on
                                                        page 1 that RLY-1971
and RLY-4008 are potent and selective inhibitors of SHP2 and
                                                        FGFR2, respectively.
 Sanjiv K. Patel, M.D.
FirstName LastNameSanjiv K. Patel, M.D.
Relay Therapeutics, Inc.
Comapany NameRelay Therapeutics, Inc.
June 18, 2020
Page 2
June 18, 2020 Page 2
FirstName LastName
3.       Please revise to balance your Summary presentation by highlighting the
challenges you
         face in advancing your novel Dynamo Platform. In this regard, we note
your dependence
         on your collaboration with D.E. Shaw Research LLC, the limitations on
that collaboration
         by its terms, which are discussed beginning on page 129, and the lack
of alternative to the
         Anton 2 supercomputer.
4.       Please revise to include a brief definition here of what you mean by
"genetically validated
         target proteins."
5.       The illustration provided in Figure 1 on pages 2 and 97 contains text
that is illegible.
         Please revise this figure accordingly.
Our Programs, page 3

6.       We refer to the program tables on pages 3, 92, and 103. Please revise
these tables to
         remove the discovery-stage programs (i.e., rows 4 through 6). In this
regard, it is
         premature to prominently highlight each of these programs given that
you do not identify
         a specific molecule that you seek to develop and you do not discuss
         studies. Additionally, please include a column for each of Phase 1,
Phase 2, and Phase 3.
         Please also remove the footnote indicating that a Phase 3 trial may
not be required if
         Phase 2 is registrational as this statement is also premature.

7.       We note your references to your product candidates as "first-in-class"
or "best-in-class" on
         page 4 and throughout the registration statement. These terms suggest
that the product
         candidates are effective and likely to be approved. Please delete
these references
         throughout your registration statement. If your use of these terms was
intended to convey
         your belief that the products are based on a novel technology or
approach and/or is further
         along in the development process, you may discuss how your technology
differs from
         technology used by competitors and, if applicable, that you are not
aware of competing
         products that are further along in the development process. Statements
such as 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.
Implications of Being an Emerging Growth Company and a Smaller Reporting
Company, page 7

8.       Please 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.
Use of Proceeds, page 65

9.       Please revise to disclose an estimate of how far in the development of
your "drug
         discovery and clinical development efforts" the proceeds from this
offering will allow you
 Sanjiv K. Patel, M.D.
FirstName LastNameSanjiv K. Patel, M.D.
Relay Therapeutics, Inc.
Comapany NameRelay Therapeutics, Inc.
June 18, 2020
June 18, 2020 Page 3
Page 3
FirstName LastName
         to reach with respect to each product candidate. Also, please disclose
the total estimated
         cost of each of the specified purposes for which the net proceeds are
intended to be used,
         and, if material amounts of other funds are necessary to accomplish
the specified
         purposes, provide an estimate of the amounts of such other funds and
the sources thereof.
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies and Use of Estimates
Determination of Fair Value of Common Stock, page 89

10.      Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the IPO 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 91

11.      We refer to your disclosures throughout this section concerning
numerous pre-clinical
         studies/models/assays. For each study that you reference, please
revise to include
         information about the nature, design and results of that particular
study so that investors
         have a basis to assess the applicable observation that you present,
rather than state your
         conclusion, e.g., that your product candidate acts as a potent
inhibitor. Without limitation,
         your discussion should identify the type of cells and methods utilized
in the referenced
         study. Your disclosure also should indicate whether the results were
or were not
         statistically significant and you should include all p-values.
Our solution, RLY-1971, page 105

12.      We note your discussion of the experimental and computational
techniques used to
         identify RLY-1971 where you conclude that simulations enabled your
medicinal chemists
         the ability to design a more potent inhibitor of SHP2. Please expand
your disclosure to
         briefly explain why this simulation (revealing that the loop flips
downwards, close to
         where the small molecule binds) enabled a "more potent inhibitor of
RLY-1971 as a monotherapy, page 107

13.      Please tell us how many times you tested the inhibitors in the studies
described in Figures
         10, 12, and 14 on pages 107 to 110 and whether the graphs or charts
illustrate the average
         or mean of the studies conducted.
Our clinical development plan, page 110

14.      For RLY-1971, please disclose the current size and the anticipated
size of the clinical trial
 Sanjiv K. Patel, M.D.
Relay Therapeutics, Inc.
June 18, 2020
Page 4
Our solution, RLY-4008, page 113

15.   We note your comparison of RLY-4008 to other inhibitors in pre-clinical
models on pages
      114-118. As you have not conducted head-to-head clinical trials, please
tell us why you
      believe it is appropriate to include these comparisons. Include in your
response whether
      you expect to be able to rely on this data to support an application for
marketing approval
      from the FDA or comparable regulatory body for commercialization of
Collaboration and License Agreement with D. E. Shaw Research, LLC, page 129

16.   Please revise to clarify whether any of your product candidates are
currently co-owned
      with D. E. Shaw Research. To the extent that any of your product
candidates are co-
      owned, please also revise the Summary accordingly. Please also reconcile
your disclosure
      on page 102 that states you retain worldwide development and
commercialization rights to
      all of your programs.
Item 16. Exhibits and Financial Statement Schedules, page II-3

17.   To the extent that you are redacting information pursuant to Item
601(b)(10)(iv) of
      Regulation S-K, please mark the exhibit index to indicate that portions
of your exhibits
      have been omitted and remove reference to "confidential treatment." See
      601(b)(10)(iv) of Regulation S-K.
       You may contact Rolf Sundwall at 202-551-3105 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Christine Westbrook at 202-551-5019
with any other

FirstName LastNameSanjiv K. Patel, M.D.
                                                           Division of
Corporation Finance
Comapany NameRelay Therapeutics, Inc.
                                                           Office of Life
June 18, 2020 Page 4
cc:       Gabriela Morales-Rivera, Esq.
FirstName LastName