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                              November 24, 2020

       William F. Feehery
       Chief Executive Officer
       Certara, Inc.
       100 Overlook Center, Suite 101
       Princeton, NJ 08540

                                                        Re: Certara, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed November 18,
2020
                                                            File No. 333-250182

       Dear Mr. Feehery:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless otherwise
       noted, where prior comments are referred to they refer to our letter
dated November 4, 2020.

       Registration Statement on Form S-1

       Management   s Discussion and Analysis of Financial Condition and
Results of Operations
       Equity-Based Compensation Expense, page 61

   1.                                                   We note the revisions
made in response to prior comment 15. As previously requested, in
                                                        this section, please
disclose the number of vested shares of common stock and unvested
                                                        restricted shares of
common stock into which the vested and unvested Class B Units will
                                                        be converted into upon
the adoption of the 2020 Incentive Plan in connection with the
                                                        offering. In addition,
please address the vesting terms of the unvested restricted shares of
 William F. Feehery
Certara, Inc.
November 24, 2020
Page 2
      common stock for which the performance-based vesting Class B Units will
be exchanged
      into, as noted from your discussion on page 108. Also, please ensure that
you disclose the
      incremental amount of compensation expense to be recognized upon the
modification of
      the vesting terms.
Notes to the Consolidated Financial Statements
Note 14. Income Taxes, page F-28

2.    We note your response to prior comment 21. Please further explain the
nature of the
      change in your total valuation allowance from 2018 to 2019. Specifically,
explain how
      additional deferred tax assets for net operating losses contributed to
the increase in your
      valuation allowance, considering the significant decrease in both the
total net operating
      loss carryforwards and the related amount of your gross deferred tax
assets. Also provide
      us with the components of your valuation allowance as of December 31,
2018 to support
      your explanation of the changes.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                           Sincerely,
FirstName LastNameWilliam F. Feehery
                                                           Division of
Corporation Finance
Comapany NameCertara, Inc.
                                                           Office of Technology
November 24, 2020 Page 2
cc:       William B. Brentani, Esq.
FirstName LastName