February 11, 2019

J rn Aldag
Chief Executive Officer
HOOKIPA Pharma Inc.
430 East 29th Street, 14th Floor
New York, NY 10016

       Re: HOOKIPA Pharma Inc.
           Draft Registration Statement on Form S-1
           Submitted December 14, 2018 and
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted on January 17, 2019
           File No. 377-02414

Dear Mr. Aldag:

       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
Our Pipeline, page 3

1.     We note your disclosure in the first paragraph on page 4 that "CD8+ T
cell levels achieved
       in [y]our trial were in the range of, or higher than, the therapeutic
levels those published
       by third parties, in separately designed and conducted clinical trials,
using adoptive T cell
       transfer approaches for the same antigen." Please tell us whether you
conducted studies of
       HB-101 on a head to head basis. If not, please remove this comparison
from your
       disclosure or tell us why you believe this comparison is appropriate.
 J rn Aldag
FirstName LastNameJ rn Aldag
HOOKIPA Pharma Inc.
Comapany NameHOOKIPA Pharma Inc.
February 11, 2019
February 11, 2019 Page 2
Page 2
FirstName LastName
2.       Please tell us why you believe it is material to investors to include
the "next gen antigen"
         compound in your pipeline. In this regard, we note your disclosure on
page 120 about
         your next generation product candidates, all of which appear to be at
the most preliminary
         states of development.
Implications of Being an Emerging Growth Company, page 6

3.       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.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Intellectual property licenses, page 89

4.       Please disclose either the percentage of the sublicense fees or a
range of sublicense fees
         percentages that you are obligated to pay under the license agreement
with the University
         of Basel.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Use of Estimates
Stock-based compensation , page 91

5.       Please update your disclosure to clarify whether stock options were
granted subsequent to
         September 30, 2018.
Business, page 96

6.       We note your references to "low-double digit percentage" on pages 89,
90, 126, 127, and
         128. Please revise your disclosure on each of the referenced pages to
narrow the royalty
         range to no more than ten percentage points (for example between
twenty and thirty
         percent).
HB-101 Preclinical Results, page 110

7.       Please disclose and quantify all adverse events. In addition, please
expand your disclosure
         to clarify what you mean when you state on page 111 that "[t]here were
no treatment-
         related adverse events that resulted in early withdrawal from the
trial," as this suggests
         that there were other adverse events.

Exclusive Jurisdiction for Certain Actions, page 173

8.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please disclose whether this provision applies solely to
state law claims. If it
 J rn Aldag
HOOKIPA Pharma Inc.
February 11, 2019
Page 3
      does not apply solely to state law claims, then please 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. If this
      provision is intended to apply solely to state law claims, please also
ensure that the
      exclusive forum provision in the governing documents states this clearly.
Exhibits

9.    We note your references throughout the prospectus to funding agreements
with agencies
      of the Austrian government. Please file these agreements as exhibits to
the registration
      statement or tell us why believe they are not required to be filed.
        You may contact Tabatha McCullom at (202) 551-3658 or Angela Connell at
(202) 551-
3426 if you have questions regarding comments on the financial statements and
related
matters. Please contact Tonya K. Aldave at (202) 551-3601 or Dietrich King at
(202) 551-8071
with any other questions.



                                                           Sincerely,
FirstName LastNameJ rn Aldag
                                                           Division of
Corporation Finance
Comapany NameHOOKIPA Pharma Inc.
                                                           Office of Healthcare
& Insurance
February 11, 2019 Page 3
cc:       Robert Puopolo, Esq.
FirstName LastName