July 3, 2019

Mondher Mahjoubi
Chief Executive Officer
Innate Pharma S.A.
117 Avenue de LuminyBP 30191
13009 Marseille, France

       Re: Innate Pharma S.A.
           Draft Registration Statement on Form F-1
           Submitted June 10, 2019
           CIK No. 0001598599

Dear Dr. Mahjoubi:

       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 response.

      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
comments.

Draft Registration Statement on Form F-1

Overview, page 1

1.     We note your statement that you "may be eligible to receive an aggregate
of
       approximately $5.5 billion in future contingent payments from existing
collaboration
       agreements and potential license agreements." Please revise to disclose
any material
       assumptions factored into this estimated future payment.
2.     Please revise the chart on page 2 so that the text within the various
columns is legible. We
       note similar legibility concerns with other graphic images throughout
the prospectus and
       ask that you improve their legibility.
 Mondher Mahjoubi
FirstName LastNameMondher Mahjoubi
Innate Pharma S.A.
Comapany NameInnate Pharma S.A.
July 3, 2019
July 3, 2019 Page 2
Page 2
FirstName LastName
Implications of Being an Emerging Growth Company, page 7

3.       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.
Use of Proceeds, page 74

4.       We note that the net proceeds will be used to fund the clinical
development of a number of
         your product candidates. Please revise your disclosure to specify how
far in the clinical
         development you expect to reach with the net proceeds for each of the
identified product
         candidates.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Contractual Obligations, page 101

5.       Please disclose the aggregate amount of milestone obligations that
have been excluded
         from the table and the general description of the triggering events.
Business, page 109

6.       We note that throughout this section you use the phrase "potentially
first-in-class" to
         describe certain of your product candidates that are still in clinical
development. Please
         tell us the basis for your belief that these product candidates will
be first-in-class or,
         alternatively, please revise these descriptions for non-FDA approved
drugs.
7.       Please add a section summarizing the history and development of your
company. In doing
         so, please discuss any important events in the development of your
business. Please refer
         to Item 4.a of Form F-1 and Item 4.A.4 of Form 20-F. If you do not
believe such
         information would be material to an understanding of the general
development of your
         business, please tell us why. In this regard, we note your statements
on pages 1 and 4,
         respectively, that "[w]e have a 20-year history of research and
development in immuno-
         oncology" and "[o]ur rich heritage and leadership in the field of
innate immunity," as well
         as other similar statements throughout the prospectus.
Collaboration and licensing agreement with Sanofi, page 146

8.       We note that pursuant to the agreement you may be entitled to
royalties on net sales.
         Similar to how you have quantified other royalty payments, please
disclose a range for the
         agreement that does not exceed ten percent.
 Mondher Mahjoubi
FirstName LastNameMondher Mahjoubi
Innate Pharma S.A.
Comapany NameInnate Pharma S.A.
July 3, 2019
July 3, 2019 Page 3
Page 3
FirstName LastName
Notes to the Consolidated Financial Statements
2) Accounting Policies
g) Intangible assets, page F-22

9.       Please tell us how your policy to amortize licensed rights after
obtaining marketing
         approval or after entering in an out-license collaboration agreement
with a third-party
         complies with paragraph 97 of IAS 38 in which intangible assets are
required to be
         amortized when it is available for use.
6) Intangible assets
Monalizumab rights under the 2014 Monalizumab (NKG2A) Novo Nordisk agreement,
page F-
35

10.      We note that you amortize Monalizumab rights over the anticipated
residual duration of
         the Phase II trials. Please tell us how AstraZeneca's exercise of the
2015 Option affected
         the amortization period. Provide an analysis to support why it did or
did not affect the
         amortization period. Tell us what period you are amortizing the 13.1
million payment in
         October 2018 over.
Anti-CD39 Rights Acquired from Orega Biotech, page F-35

11.      Please disclose the amount of payments recognized for Anti-CD39
recorded in the
         financial statements. In addition, quantify the potential obligations
remaining under the
         Orega Biotech licensing agreement and the description of events that
would trigger those
         payments.
13) Revenue and Government Financing for Research Expenditures
a) Revenue Recognition Related to Monalizumab AstraZeneca Agreements and
Amendments,
page F-52

12.      We note that some costs incurred under the AstraZeneca sublicense are
included in
         revenues, while others are in research and development expenses.
Please tell us your
         basis for determining their classification. Cite the relevant
accounting guidance to support
         your classification.
b) Revenue Recognition Related to IPH5201 AstraZeneca Collaboration and Option
Agreement,
page F-53

13.      Please clarify whether the research and development cost
reimbursements are limited to
         certain activities in preclinical studies or whether you are also
reimbursed for activities in
         the Phase I trial. In addition, clarify the period through which the
revenues are
         recognized. In this regard, we note that you may be recognizing
revenues through
         preclinical studies while obligated to provide research and
development services also in
         Phase I clinical trial.
 Mondher Mahjoubi
Innate Pharma S.A.
July 3, 2019
Page 4
14.      Please explain to us the basis for this statement "The Company
considered that the upfront
         payment is a variable consideration."
Item 8. Exhibits and Financial Statement Schedules, page II-3

15.      Please identify the exhibits as to which you expect to omit certain
portions because you
         believe they are not material and would likely cause you competitive
harm if disclosed
General

16.      Please provide us mockups of any pages that include any additional
pictures or graphics to
         be presented, including any accompanying captions. Please keep in
mind, in scheduling
         your printing and distribution of the preliminary prospectus, that we
may have comments
         after our review of these materials.
       You may contact Keira Nakada at 202-551-3659 or Lisa Vanjoske at
202-551-3614 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any
other
questions.



FirstName LastNameMondher Mahjoubi                            Sincerely,
Comapany NameInnate Pharma S.A.
                                                              Division of
Corporation Finance
July 3, 2019 Page 4                                           Office of
Healthcare & Insurance
FirstName LastName