August 23, 2019
VIA EDGAR TRANSMISSION
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Tonya Aldave
| Re: | Merus N.V. |
| Registration Statement on Form F-3 |
| Filed August 20, 2019 |
| Registration No. 333-233367 |
Dear Ms. Aldave:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on August 27, 2019 at 4:00 p.m. Eastern Time or as soon thereafter as practicable, or at such later time as Merus N.V. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Peter Handrinos of Latham & Watkins LLP, counsel to the Company, at (617) 948-6060, or in his absence, Jennifer Yoon at (617) 880-4540, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.
| Sincerely yours,
Merus N.V. | ||
| By: | /s/ Ton Logtenberg | |
| Ton Logtenberg President, Chief Executive Officer and Principal Financial Officer | ||
| cc: | Peter Silverman, Merus N.V. |
Anne Noordzij, Merus N.V.