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United States securities and exchange commission logo
September 13, 2022
Vlad Couric, M.D.
Chief Executive Officer
Biohaven Research Ltd.
215 Church Street
New Haven, CT 06510
Re: Biohaven Research
Ltd.
Amendment No. 2 to
Registration Statement on Form 10
Filed September 7,
2022
File No. 001-41477
Dear Dr. Couric:
We have reviewed your amended registration statement and have the
following
comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 22, 2022 letter.
Amendment No. 2 to Registration Statement on Form 10
Exhibit 99.1
Description of Shares, page 166
1. We note that the
exclusive forum provision in your articles of association identifies the
courts of the British
Virgin Islands as the exclusive forum for certain litigation, including
any "derivative
action." Please include a risk factor clearly describing any risks resulting
from such a provision.
Risks may include, but are not limited to, increased costs to bring
a claim and that these
provisions can discourage claims or limit investors' ability to bring
a claim in a judicial
forum that they find favorable. Please also disclose whether this
provision applies to
actions arising under the Securities Act or Exchange Act. In that
regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction
Vlad Couric, M.D.
Biohaven Research Ltd.
September 13, 2022
Page 2
over all suits brought to enforce any duty or liability created by the
Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or
liability created by the Securities Act or the rules and regulations
thereunder. If the
provision applies to Securities Act claims, please also revise your
disclosure to state that
there is uncertainty as to whether a court would enforce such provision
and that investors
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder. If this provision does not apply to actions arising under the
Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in
the governing
documents states this clearly, or tell us how you will inform investors
in future filings that
the provision does not apply to any actions arising under the Securities
Act or Exchange
Act.
You may contact Julie Sherman at 202-551-3640 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with any
other questions.
Sincerely,
FirstName LastNameVlad Couric, M.D.
Division of
Corporation Finance
Comapany NameBiohaven Research Ltd.
Office of Life
Sciences
September 13, 2022 Page 2
cc: Robert Downes, Esq.
FirstName LastName