May 1, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

 

Attn:

Ms. Suzanne Hayes

Mr. Joseph McCann

Mr. Joshua Samples

Mr. Mark Brunhofer

Mr. James Rosenberg

 

Re:

UroGen Pharma Ltd.

Registration Statement on Form F-1

File No. 333-217201

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of UroGen Pharma Ltd. that the effectiveness of the Registration Statement on Form F-1 (Registration No. 333-217201) be accelerated so that the Registration Statement will become effective at 4:00 P.M. Eastern Time on May 3, 2017, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that the underwriters have effected between April 24, 2017 and the date hereof approximately the following distribution of the preliminary prospectus:

1,195 to institutions;

0 to prospective underwriters; and

635 to others.

The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

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