July 19, 2018

John Houston, Ph.D.
Chief Executive Officer
5 Science Park
395 Winchester Ave.
New Haven, Connecticut 06511

           Draft Registration Statement on Form S-1
           Submitted on June 22, 2018
           CIK No. 0001655759

Dear Dr. Houston:

       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

Our Pipeline, page 3

1.     Please explain why you have included ARV-110, Next generation and AR
       separately in the table. Currently it is not clear if these activities
relate to separate product
       candidates or if they are part of the ARV-110 development.
2.     Please include columns depicting Phase 2 and Phase 3 clinical trials to
ensure that the
       table depicts all remaining stages you must successfully complete before
you could seek
       FDA approval. Additionally, remove the shading from columns that are
further along in
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July 19, 2018
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         the development process than your current stage of development, such
as the shading
         under the Phase 1 column heading for all product candidates.
3.       Please clarify the distinctions between "Discovery," "Lead
Optimization" and "IND
         Enabling" and describe the activities conducted at each of these
4.       Please delete the statement that your product candidates have the
potential to achieve
         clinical superiority. Given the early stage of development, the
statement is not
Corporate Conversion, page 6

5.       Please revise to clarify how many shares of common stock will be
issued for each share of
         preferred stock outstanding upon the closing of your initial public
offering. Additionally,
         please tell us when the board of directors will determine the
conversion price to be used to
         determine the number of shares of common stock that will be issued to
holders of
         incentive units in Arvinas LLC.

Implications of Being an Emerging Growth Company, page 7

6.       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.
Use of Proceeds, page 60

7.       Please clarify whether you expect to complete the two contemplated
Phase 1 clinical trials
         for ARV-110 and ARV-471 using the proceeds from this offering and your
cash, cash
         equivalents and marketable securities on hand.
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies and Use of Estimates
Incentive Units , page 77

8.       Once you have an estimated offering price, please provide us an
analysis explaining the
         reasons for the differences between recent valuations of your
membership units 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.
Our Planned Phase 1 Clinical Trial, page 102

9.       We note your disclosure that you intend to measure evaluable lesions
based on RECIST
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         criteria and expect to enroll an additional 60 patients in an
expansion cohort if you are
         successful in identifying a safe dose for further development. Please
describe the RECIST
         criteria and the purpose of the expansion cohort.
Intellectual Property, page 109

10.      Please specify the jurisdictions covered by the issued foreign patents
for your PROTAC
         platform and your PROTAC product candidates as well as for your
international patent
         applications covering AR-471 and AR-110 where such information has not
already been
         provided. Please also explain what a U.S. CIP application is in this
11.      Please identify which patents are co-owned, identify the co-owner and
clarify whether you
         have any formal agreements with the c-owners relating to each parties'
rights and
         obligations. To the extents that you are substantially dependent on
any of the co-owned
         patents, please file any agreements relating to these ownership rights
and obligations.
Licenses and Strategic Collaborations
Yale University License Agreement, page 112

12.      Please disclose when the latest to expire patent is currently schedule
to expire.
13.      Please describe the written plan referenced. To the extent that the
failure to meet
         specified milestone events would result in the agreement being
terminable, please disclose
         the milestone events. Otherwise, disclose the consequences of failing
to meet a specified
Genentech License Agreement, page 113

14.      Please clarify whether the research and deliverables required by Stage
2 are designed to be
         sufficient for purposes of applying for an IND.
15.      We note your disclosure that this agreement will expire upon the
expiration of all royalty
         periods for any Licensed PROTACs unless earlier terminated. Please
revise your
         description of this agreement to clarify when the royalty periods
expire. If expiration is
         based on the expiration of patents, please disclose when the latest to
expire patent is
         scheduled to expire.
Pfizer License Agreement, page 114

16.      We note your disclosure that this agreement will expire upon the
expiration of all royalty
         obligations thereunder. Please revise your description of this
agreement to clarify when
         the royalty obligations expire or how the royalty period is
17.      Please expand your disclosure to describe your obligations under the
research plan.
Principal Stockholders, page 167
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18.      We note your disclosure in footnote 3 that Professor Crews disclaims
         ownership of the securities listed in the footnote. Please provide us
the basis for
         disclaiming beneficial ownership of the securities Professor Crews
holds directly or revise
         this statement accordingly.
2. Summary of Significant Accounting Policies
Revenue, page F-9

19.      You state "The Company's contracts may also call for certain
sales-based royalty
         payments upon successful commercialization of a target. In accordance
with ASC 606-10-
         55-65, the Company recognizes revenues from sales-based royalty
payments at the later of
         a) the occurrence of the subsequent sale; or b) the performance
obligation to which some
         or all of the sales-based royalty has been allocated has been
satisfied (or partially
         satisfied)." Please explain to us how the royalty relates only or
predominantly to the
         license of intellectual property given the research and development
         obligations under your agreements.
20.      You state "The research collaboration and license agreements typically
include contingent
         milestone payments related to specified preclinical and clinical
development milestones
         and regulatory and commercialization/sales milestones. These
milestones represent
         variable consideration that are not initially recognized within the
transaction price as they
         are fully constrained under the guidance in ASC 606." Please explain
to us why the
         commercialization/sales milestones should not be accounted for as
sales-based or usage-
         based royalties in accordance with ASC 606-10-55-65 consistent with
how you intend to
         treat sales-based royalty payments.
4. Research Collaboration and License Agreements, page F-14

21.      Please tell us how you believe you have met the disclosure requirement
of ASC 606-10-
         50-13b which requires disclosure of when the entity expects to
recognize as revenue the
         amount recognized as deferred revenue.
22.      You indicate that the company is eligible to receive up to an
additional $805 million in
         potential option and development and sales-based milestones for all
designated targets
         under the Pfizer agreement. As it would seem the different milestones
have substantially
         different characteristics please disaggregate the $805 million and to
describe the
         particular characteristics associated with disaggregation so as to
provide useful
10. Incentive Unit Plan, page F-19

23.      We note your disclosure on page 78 that you use a Black-Scholes option
pricing model to
         determine fair value of your incentive units, due to the existence of
a participation
         threshold. Please explain to us what you used for an input to the
Black-Scholes option
         pricing model for exercise price and explain your consideration of
disclosing the exercise
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July 19, 2018
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         price. Also explain how you used the participation threshold as
disclosed on page 79 in
         the Black-Scholes model.
24.      You state "there was $317,235 of compensation expense that remains to
be amortized over
         the vesting period." Revise to disclose the weighted-average period
over which the
         compensation is expected to be recognized as required by ASC
13. Net Loss Per Common Unit, page F-23

25.      You state on page 79 that incentive units in Arvinas LLC will be
exchanged for common
         stock and restricted common stock in Arvinas Inc. Please tell us why
you do not include
         vested incentive units when computing basic loss per share. Refer to
ASC 260-10-45-13.

26.      Please provide us proofs of all graphics, visual, or photographic
information you will
         provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
         Please note that we may have comments regarding this material.
       You may contact Ibolya Ignat at 202-551-3636 or Lisa Vanjoske at
202-551-3614 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada Sarmento at 202-551-3798 or Suzanne Hayes at 202-551-3675 with any

FirstName LastNameJohn Houston, Ph.D.
                                          Division of Corporation Finance
July 19, 2018 Page 5                      Office of Healthcare & Insurance
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