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United States securities and exchange commission logo





                            June 8, 2020

       Fr d ric Cren
       Chief Executive Officer
       Inventiva S.A.
       50 rue de Dijon
       21121 Daix France

                                                        Re: Inventiva S.A.
                                                            Draft Registration
Statement on Form F-1
                                                            Response Dated May
26, 2020
                                                            CIK No. 0001756594

       Dear Mr. Cren:

               We have reviewed your supplemental response dated May 26, 2020
and have the
       following comment. 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 comment applies 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 this
comment and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Supplemental Response dated May 26, 2020

       Validating Collaboration, page 99

   1.                                                   We note your response
to comment 4. Based on the following information, we continue
                                                        to believe you are
substantially dependent on the AbbVie collaboration agreement and
                                                        should file it as an
exhibit to your registration statement:
                                                          AbbVie's milestone
payments constituting 50% of your revenues for 2019;
                                                          disclosure indicating
that AbbVie is solely responsible for the clinical development of
                                                             any product
candidate developed through the collaboration and is the owner of all
                                                             intellectual
property resulting from the collaboration;
                                                          disclosure indicating
the agreement provides for up to 38.5 million in milestones
                                                             related to the
psoriasis program and additional milestones for subsequent drugs.
                                                        Additionally, we note
your inclusion of ABBV-157 in your pipeline table despite your
                                                        response indicating
that AbbVie is solely responsible for developing and commercializing
 Fr d ric Cren
Inventiva S.A.
June 8, 2020
Page 2
      the product candidate. A separate party's product candidate potential
validation of your
      approach does not warrant inclusion of that party's product candidate in
your pipeline
      table. If you have no ongoing control over efforts to develop or
commercialize ABBV-
      157, please remove ABBV-157 from your pipeline table. You may continue to
discuss
      the AbbVie collaboration agreement and its importance in verifying your
product
      candidate development approach, but it is not appropriate to present the
product candidate
      as part of your pipeline.

       You may contact Tara Harkins at 202-551-3639 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Paul Fischer at 202-551-3415 or Suzanne Hayes at 202-551-3675 with any
other
questions.



                                                           Sincerely,
FirstName LastNameFr d ric Cren
                                                           Division of
Corporation Finance
Comapany NameInventiva S.A.
                                                           Office of Life
Sciences
June 8, 2020 Page 2
cc:       Richard Segal, Esq.
FirstName LastName
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