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United States securities and exchange commission logo
December 18, 2020
Owen Hughes
President and Chief Executive Officer
Cullinan Oncology, LLC
One Main Street
Suite 520
Cambridge, MA 02142
Re: Cullinan Oncology,
LLC
Amendment 1 to
Draft Registration Statement on From S-1
Submitted December
9, 2020
CIK No. 377-03734
Dear Mr. Hughes:
We have reviewed your amended 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.
Amendment 1 to Draft Registration Statement on Form S-1 filed December
9, 2020
Our Pipeline, page 3
1. We note your response
to our prior comment 3 regarding your continued inclusion of the
terminated programs in
your pipeline table. While we understand your view that the
inclusion of the
terminated programs further demonstrates the company's commitment to
its business model and
strategy, we note that the efficient allocation of capital resources
and termination of
candidate programs is not unique to your hub-and-spoke model.
Additionally,
terminated programs are no longer part of your pipeline and not material to
your current
operations. For this reason, we request that you remove the terminated
programs from the
pipeline table.
Owen Hughes
Cullinan Oncology, LLC
December 18, 2020
Page 2
License Agreements , page 162
2. We note your response to comment 8. Please further revise the Taiho
license royalty
range of "low single digit to low teen digit royalty percentages" to
further narrow the
range to no more than ten parentage points.
3. Please also revise the description of the royalty termination provision
to quantify the
number of years following the first commercial sale, as opposed to "low
double digit of
years following the first commercial sale."
You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at
202-551-
3494 if you have questions regarding comments on the financial statements and
related
matters. Please contact Laura Crotty at 202-551-7614 or Suzanne Hayes at
202-551-3675 with
any other questions.
Sincerely,
FirstName LastNameOwen Hughes
Division of
Corporation Finance
Comapany NameCullinan Oncology, LLC
Office of Life
Sciences
December 18, 2020 Page 2
cc: Gabriela Morales-Rivera
FirstName LastName