September 12, 2024

Cam Gallagher
Interim Chief Financial Officer
Zentalis Pharmaceuticals, Inc.
1359 Broadway
Suite 801
New York, New York 10018

        Re: Zentalis Pharmaceuticals, Inc.
            Form 10-K for the Fiscal Year Ended December 31, 2023
            Filed February 27, 2024
            File No. 001-39263
Dear Cam Gallagher:

       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 or the Fiscal Quarter Ended June 30, 2024
Notes to Condensed Consolidated Financial Statements
3. Significant Transactions, page 12

1.     Please explain to us how you applied your revenue recognition policy to
the elements of
       the license agreement you entered into with Immunome, Inc., including
references to the
       paragraphs within ASC 606 that support your accounting. Please also
confirm that you
       will disclose your revenue recognition policy in future filings and
provide us with a draft
       of your intended disclosure revisions.

2.     As a related matter, please revise your future filings to disclose the
key terms of each of
       your license agreements and strategic collaborations, including your
obligations under
       each agreement, the related financial provisions and your accounting
treatment for each
       agreement. As an example, your accounting treatment for $4.2 million of
excess proceeds
       received from the April 2022 direct offer to Pfizer as a reduction of
research and
 September 12, 2024
Page 2

       development expense over the term of the collaboration suggests that you
are accounting
       for this agreement under ASC 808. Please confirm and revise your
disclosure in future
       filings accordingly to clarify.
       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 Ibolya Ignat at 202-551-3636 or Angela Connell at
202-551-3426 with any
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Life
Sciences