United States securities and exchange commission logo

                              April 21, 2021

       Martin Lehr
       Chief Executive Officer
       Context Therapeutics LLC
       3675 Market Street, Suite 200
       Philadelphia, PA 19104

                                                        Re: Context
Therapeutics LLC
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 22,
                                                            CIK No. 0001842952

       Dear Mr. Lehr:

              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

             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

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your disclosure
here that you initiated two separate Phase 2 trials of ONA-XR in
                                                        combination with
Ibrance (palbociclib) and Femara (leterozole) in first line metastatic
                                                        breast cancer and
Faslodex (fulvestrant) in second or third line metastatic breast cancer in
                                                        2021 yet your
disclosure on page 68 indicates that the trial in combination with Ibrance is
                                                        a Phase 1b/2 trial.
Please revise or advise and make this clear in your pipeline
                                                        table. Please also
briefly explain what a window of opportunity study is in this section.
 Martin Lehr
FirstName   LastNameMartin
Context Therapeutics   LLC Lehr
April       NameContext Therapeutics LLC
       21, 2021
April 221, 2021 Page 2
FirstName LastName
Development Pipeline, page 2

2.       Please revise the pipeline table to add a column for Phase 3. Also, it
appears that the two
         Phase 0 trials for the last two indications for ONA-XR in breast
cancer are studies in
         support of the other two ONA-XR trials in breast cancer based on your
         elsewhere in the prospectus. Please tell us why you believe that the
Phase 0 trials should
         be reflected on separate lines of your pipeline table as opposed to
only a narrative
         summary. Please also remove the Sigma1 antagonist program from the
pipeline table
         given its stage of development.
Risk Factors, page 11

3.       Given the length of your risk factor section, please revise to comply
with Regulation S-K
         Item 105 by relocating risks that could generically apply to any
registrant or offering to
         the end of the section under the caption "General Risk Factors."
Our Company's governing documents designate the Court of Chancery of the State
of Delaware
as the sole and exclusive forum, page 41

4.       Please reconcile your disclosure in this risk factor that this
exclusive forum provision does
         not apply to suits brought to enforce any liability or duty created by
the Securities Act or
         the Exchange Act or other federal securities laws for which there is
exclusive federal or
         concurrent federal and state jurisdiction with your disclosure on page
120 stating that your
         certificate of incorporation provides that, unless you consent in
writing to the selection of
         an alternative forum, the federal district courts of the United States
of America shall, to
         the fullest extent permitted by law, be the sole and exclusive forum
for the resolution of
         any complaint asserting a cause of action arising under the Securities
Advanced, Recurrent Metastatic Breast Cancer, page 88

5.       Please revise to clarify whether there were any serious adverse events
experienced in the
         Phase 1 trial discussed in this section and, if so, discuss the
events, including the number
         of patients who experienced them.
Our Collaboration and License Agreements, page 92

6.       With respect to each of the three of agreements discussed in this
section, please revise to
         disclose the duration of agreement, the royalty term, the termination
provisions, and the
         following payment provisions:

                Up-front or execution payments received or paid;
                Aggregate amounts paid or received to date under the agreement;
                Aggregate future potential milestone payments to be paid or
                Royalty rates or a royalty range;
                Profit or revenue-sharing provisions; and
 Martin Lehr
Context Therapeutics LLC
April 21, 2021
Page 3
            Minimum purchase requirements if the agreement involves

      Please also file the agreements with Arno Therapeutics and Integral
Molecular as exhibits
      or tell us why you believe that you are not required to file them. Refer
to Item 601(b)(10)
      of Regulation S-K.
Executive Compensation, page 108

7.    Please file the consulting agreement with Mr. Rencher and the form of
Board of Director
      Services Agreement as exhibits or tell us why you believe that you are
not required to file
      them. Refer to Item 601(b)(10) of Regulation S-K.

8.    With reference to the cover graphics please revise to remove the
Development Pipeline
      graphics and the reference to "blockbuster products" in the Highlights
graphic. In this
      regard, we note that all graphics must adhere to plain English principles
and provide
      a balanced presentation of the business. For additional guidance, refer
to Securities Act
      Forms Compliance and Disclosure Interpretations Question 101.02.
9.    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.
        You may contact Gary Newberry at (202) 551-3761 or Kevin Vaughn at
(202) 551-
3494 if you have questions regarding comments on the financial statements and
matters. Please contact Ada Sarmento at (202) 551-3798 or Joe McCann at (202)
with any other questions.

FirstName LastNameMartin Lehr
                                                            Division of
Corporation Finance
Comapany NameContext Therapeutics LLC
                                                            Office of Life
April 21, 2021 Page 3
cc:       Ben A. Stacke
FirstName LastName