February 5, 2020

Roni Mamluk
Chief Executive Officer
Ayala Pharmaceuticals, Inc.
Oppenheimer 4
Rehovot 7670104, Israel

       Re: Ayala Pharmaceuticals, Inc.
           Draft Registration Statement on Form S-1
           Submitted January 8, 2020
           CIK No. 0001797336

Dear Dr. Mamluk:

       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
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

Draft Registration Statement on Form S-1

Prospectus Summary, page 1

1.     We note your statements indicating that your small molecule therapeutics
are potentially
       "best-in-class". This term suggests that your product candidates are
effective, likely to be
       approved and favorable as compared to competitive products and product
       Given the status of development, it is premature and inappropriate for
you to make such
       statements or implications at this time. Accordingly, please delete all
references in your
       registration statement to your product candidates being potentially
2.     We note the inclusion of your collaboration program with Novartis in
your pipeline table.
       Given the status of development and the limited disclosure on pages
115-116 concerning
       the program, it is premature to highlight this program prominently in
your Summary
 Roni Mamluk
FirstName LastNameRoni Mamluk
Ayala Pharmaceuticals, Inc.
Comapany NameAyala Pharmaceuticals, Inc.
February 5, 2020
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         pipeline table. Accordingly, please revise to remove this program from
the Summary
3.       Please revise your disclosures on pages 2-3 concerning clinical trial
results to indicate
         whether the reported results are statistically significant.
4.       For each study where you report results concerning efficacy, please
revise to indicate
         whether the trials were powered to assess statistical significance for
any endpoints.
5.       Revise to explain briefly key measures you cite in this section,
including terms such as
         "disease control rate" and "overall response rate." Also, please
ensure that you provide a
         balanced presentation of results. In this regard, we note that your
discussion of the interim
         Phase 2 ACCURACY trial results highlights the percentage of patients
displaying "partial
         responses" and "stable disease" but it does not indicate whether any
patients displayed a
         "complete response."
6.       We note that your disclosures on page 4 highlight your strategy to
rapidly advance your
         clinical development of three programs. With reference to your
disclosures on pages 22
         and 102, please revise to highlight in the Summary the risk that you
may not be able to
         identify a sufficient number of patients to initiate and complete your
clinical trials in a
         timely manner, including with respect to your on-going Phase 2
Risk Factors, page 11

7.       You may not disclaim responsibility for your disclosures, particularly
as it relates to
         interpretations of trial data that you present throughout the
prospectus. Accordingly,
         please revise to remove this risk factor. Alternatively, please
explain to us why this risk
         factor disclosure is appropriate and discuss your consideration of
Rule 436(a).
8.       Please revise the disclosure on page 22 to clarify which "trial" you
may not be able to
         initiate by the target date and identify such date.
Use of Proceeds, page 74

9.       Please revise to disclose the approximate amount of proceeds that you
intend to allocate
         toward the development of each AL101 and AL102 program that you
identify in the
         Summary pipeline table. For each program, disclose the trial phase or
phases that you
         intend to fund with the proceeds and indicate whether your plans call
for additional
         funding to complete that phase or phases. Also tell us whether a
material portion of the
         offering proceeds is intended to be allocated to the development of
Management's Discussion and Analysis
Research and Development Expenses, page 84

10.      You disclosed multiple drug candidates with multiple indications and
that research and
         development is a significant aspect of your business. Please expand to
provide more
 Roni Mamluk
Ayala Pharmaceuticals, Inc.
February 5, 2020
Page 3
         detail for your research and development expenses during each period
         including but not limited to, by drug candidates and/or by
indications, as well as by the
         nature of the expenses.
Critical Accounting Policies and Use of Estimates, page 87

11.      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
Contractual Obligations, page 91

12.      Please tell us what consideration was given to including the future
payments you may
         be obligated to pay under the BMS License Agreement in your
contractual obligations
         table. Refer to Item 303(a)(5) of Regulation S-K.
Business, page 93

13.      For each clinical trial you discuss, please disclose whether there
were treatment-related
         serious adverse events and, if so, identify them.
14.      Given the status of your clinical development programs, please tell us
the basis for your
         claim on page 98 that your GSIs are "highly potent and selective."
15.      Please reconcile your disclosure in the final sentence on page 99 with
the two footnotes on
         page 100 which indicate that two of the three third-party drug
candidates are not under
         active development.
16.      Please revise the discussion that accompanies the first table on page
100 to clarify how
         these results demonstrate the relative inhibitory potency of your
product candidates and
         also discuss why the levels achieved support continued clinical
development. Also,
         briefly discuss the term "PDX model" and clarify whether this relates
to a mouse model.
Expanding Our Addressable Patient Population, page 99

17.      We note you have entered into a collaboration agreement with ArcherDX,
Inc. Please
         revise to discuss the terms of the collaboration and file the
agreement as an exhibit or
         explain why it is not a material contract.
License Agreements, page Mamluk
FirstName LastNameRoni 116
Comapany each of your Pharmaceuticals, Inc.
18.    For NameAyala license agreements, please revise to clarify the term of
the agreement and
February 5, 2020 Pagethe royalty obligations.
       the duration of 3
FirstName LastName
 Roni Mamluk
FirstName LastNameRoni Mamluk
Ayala Pharmaceuticals, Inc.
Comapany NameAyala Pharmaceuticals, Inc.
February 5, 2020
Page 4
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FirstName LastName
Choice of Forum, page 157

19.      We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the sole and exclusive forum for certain litigation,
including any
         "derivative action." Please disclose whether this provision applies to
actions arising under
         the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
         Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
         duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
         Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
         over all suits brought to enforce any duty or liability created by the
Securities Act or the
         rules and regulations thereunder. If the provision applies to
Securities Act claims, please
         also revise your prospectus to state that there is uncertainty as to
whether a court would
         enforce such provision and that investors cannot waive compliance with
the federal
         securities laws and the rules and regulations thereunder.
Financial Statements
Note 2. Significant Accounting Policies
Consolidated Financial Statements in U.S. Dollars, page F-8

20.      You disclose that the functional and reporting currency of the company
is the U.S dollar,
         while also disclose that a substantial portion of your subsidiary's
expenses are paid in new
         Israeli shekels. Please tell us and revise if necessary what you
consider to be the
         functional currency for your subsidiary. Refer to ASC 830-10-45-2,
which requires that
         the assets, liabilities, and operations of a foreign entity shall be
measured using the
         functional currency of that entity.
Note 5. Commitments and Contingent Liabilites, page F-16

21.      Please expand your disclosures related to your BMS License Agreement
to clarify the
           You disclose that in November 2017 you entered into the BMS License
              under which BMS granted you a license related to BMS Licensed
Products. In light
              of the fact that you issued the shares of Series A Preferred
stock in 2018, disclose
              when the license was transferred and, if applicable, why the
license was transferred
              before the shares were issued. Supplementally support your basis
for the timing of
              your recognition of the related research and development expense;
           Separately quantify the amount of the fixed upfront payment and the
value of the
              Series A convertible preferred shares issued to BMS.
Note 11. Net Loss per Share, page F-26

22.      Please revise to disclose the securities that could potentially dilute
basic EPS in the future
         that were not included in the computation of diluted EPS because to do
so would have
         been antidilutive for the periods presented as required by ASC
 Roni Mamluk
Ayala Pharmaceuticals, Inc.
February 5, 2020
Page 5

23.      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 Li Xiao at 202-551-4391 or Jeanne Baker at 202-551-3691
if you have
questions regarding comments on the financial statements and related matters.
Please contact
William Mastrianna at 202-551-3778 or Joseph McCann at 202-551-6262 with any

FirstName LastNameRoni Mamluk                                  Sincerely,
Comapany NameAyala Pharmaceuticals, Inc.
                                                               Division of
Corporation Finance
February 5, 2020 Page 5                                        Office of Life
FirstName LastName