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                                                             December 3, 2024

James Karrels
Senior Vice President and Chief Financial Officer
MacroGenics, Inc.
9704 Medical Center Drive
Rockville, Maryland 20850

       Re: MacroGenics, Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2023
           Form 10-Q for the Quarterly Period Ended September 30, 2024
           File No. 001-36112
Dear James Karrels:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the Quarterly Period Ended September 30, 2024
Notes to Consolidated Financial Statements
Note 9. Commitments and Contingencies
Securities Litigation, page 15

1.     We note your disclosures in Item 1 on page 23 that you are or may be
involved in
       various legal proceedings, your disclosure on page 15 of the putative
securities class
       action suit filed against you on July 26, 2024, and that "no reserve has
been
       established for any potential liability related to this suit." To the
extent it is
       reasonably possible that you will incur losses in excess of recorded
accruals related to
       your contingencies, please provide in future filings the applicable
disclosures required
       by ASC 450-20-50-3 through 50-4, including the amount or range of
reasonably
       possible losses in excess of recorded amounts. If an estimate of
reasonably possible
       additional losses can be made and that amount is not material to your
consolidated
       financial position, results of operations or cash flows, we will not
object to a statement
       to that effect. Alternatively, if no amount of loss in excess of
recorded accruals is
 December 3, 2024
Page 2

       believed to be reasonably possible, please state this in your
disclosure. Although we
       recognize that there are a number of uncertainties and potential
outcomes associated
       with loss contingencies, please note that ASC 450 does not require
estimation of a
       reasonably possible range of loss with precision or certainty.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 17

2.     We note your disclosure on page 17 that your expected funding
requirements reflect
       anticipated expenditures related to the ongoing Phase 2 TAMARACK
clinical trial of
       vobramitamab duocarmazine (vobra duo, an antibody-drug conjugate or
ADC), your
       May 9, 2024 press release and slide 14 of your related investor
presentation
       disclose five TEAEs with fatal outcomes during your TAMARACK Phase 2
study
       of vobramitamab duocarmazine (vobra duo), your July 30, 2024 press
release
       discloses the discontinuation of that study, the July 26, 2024 putative
securities class
       action lawsuit filed against you regarding that Phase 2 study disclosed
on pages 11
       and 15 of your June 30, 2024 and September 30, 2024 forms 10-Q filed
August 6,
       2024 and November 5, 2024, respectively, and your November 5, 2024 press
release
       disclosure that you are delaying further development of the ADC vobra
duo until you
       receive mature progression free survival data in early 2025. We further
note the
       significant drop in your stock price and volume traded on May 10, 2024
to $3.31 per
       share and 35,138,360 shares from $14.67 per share and 4,882,225 shares
on May 9,
       2024. Please provide the following:
           We note your disclosure in your November 5, 2024 press release that:
"The
           TAMARACK Phase 2 study of vobra duo is being conducted in patients
with
           metastatic castration-resistant prostate cancer (mCRPC). While study
           participants are no longer being dosed in the study, participants
continue to be
           monitored for adverse events, disease progression and survival."
Given the five
           patient deaths in the Phase 2 TAMARACK study, discontinuation of
that study,
           and your ability to estimate the study's future funding needs,
please tell us and
           provide proposed disclosure for future filings of the significant
trends in terms of
           safety risk related to vobra duo, and specifically how these patient
deaths relating
           to vobra duo impact your continued development of this product
candidate.
           We note your disclosure in your November 5, 2024 press release of:
"Assessment
           of future development alternatives for vobra duo will be based on
several factors,
           including the final TAMARACK safety..." and "the Company has paused
its other
           development efforts in alternative tumor types as well as the Phase
1/2 dose
           combination study of vobra duo plus lorigerlimab." Please provide
proposed
           disclosure for future filings of risk factor disclosure relating to
the above serious
           adverse events, including the period(s) that the patient deaths
occurred, and all
           other serious adverse events related to your products, and potential
risks to the
           company from those events.
 December 3, 2024
Page 3
Item 4. Controls and Procedures
Disclosure Controls and Procedures, page 22

3.     We note that your 906 certifications filed as exhibits 32 in your
quarterly forms 10-Q
       only include reference to your compliance with the requirements of
Section 13(a) of
       the Securities Exchange Act of 1934, as amended, whereas your exhibits
32 in your
       annual forms 10-K appropriately include reference to your compliance
with the
       requirements of Section 13(a) and 15(d) of the Securities Exchange Act
of 1934, as
       amended. Please revise your 906 certifications in future 10-Q filings to
consistently
       disclose your compliance as you have done in your form 10-Ks.

        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

       Please contact Bonnie Baynes at 202-551-4924 or Daniel Gordon at
202-551-3486
with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Life
Sciences
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