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June 24, 2022
John E. Adent
President and Chief Executive Officer
Neogen Corporation
620 Lesher Place
Lansing, MI 48912
Re:Neogen Corporation
Amendment No. 2 to Registration Statement on Form S-4
Filed June 9, 2022
File No. 333-263667
Dear Mr. Adent:
            We have reviewed your amended 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 we note
otherwise, our references to prior comments are to comments in our May 27, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Non-GAAP Financial Measures, page 69
1.We note your non-GAAP presentation, and have the following comments:

•Please disclose the purpose management uses the presented non-GAAP financial
measures. Refer to Item 10(e)(1)(i)(D) of Regulation S-K or direct us to existing
disclosure.
•Please revise to provide the reason(s) that are more substantively specific to you why
management believes that each non-GAAP measure disclosed provides useful
information to investors in light of the limitations listed on page 70.
•Please include a presentation, with equal or greater prominence, of the most directly

 FirstName LastNameJohn E. Adent
 Comapany NameNeogen Corporation
 June 24, 2022 Page 2
 FirstName LastName
John E. Adent
Neogen Corporation
June 24, 2022
Page 2
comparable GAAP financial measure to Adjusted EBITDA margin.
•You state that Neogen defines Pro Forma EBITDA as "net income" before interest,
income taxes, and depreciation and amortization. Please revise to properly identify
net income in this instance as "pro forma net income" here and in the table and
footnote 2 on page 44.
Information About the Food Safety Business
Intellectual Property, page 94
2.We note your response to prior comment 3 and the footnote to the table beginning on page
94 indicating disclosure in the last column denotes the number of patents or patent
applications that are pending or issued in the applicable jurisdiction. Please revise the
table so that the disclosure clearly distinguishes patent applications from issued patents.
Unaudited Pro Forma Condensed Combined Financial Information of Neogen and the Food
Safety Business, page 102
3.Your response did not provide the information requested by our prior comment 7, and
we reissue the comment. In order to help us further evaluate your pro forma financial
information, please analyze for us whether the transition arrangements described
beginning on page 194 and the other four agreements described beginning on page 193 are
required to be given pro forma effect pursuant to Rule 11-01 of Regulation S-X. In your
response, please clarify how that pro forma effect would be computed.
            You may contact Ibolya Ignat at (202) 551-3636 or Sasha Parikh at (202) 551-3627 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Christine Westbrook at (202) 551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Aiello, Esq.