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      767 Fifth Avenue

        New York, NY 10153-0119

        +1 212 310 8000 tel

        +1 212 310 8007 fax

    July 1, 2022

    Via EDGAR

    Abby Adams

    Christine Westbrook

    Division of Corporation Finance

    Office of Life Sciences

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C.  20549

          Re:

            Neogen Corporation

              Amendment No. 2 to Registration Statement on Form S-4

              Filed on June 8, 2022

              File No. 333-263667

    Dear Ms. Adams and Ms. Westbrook:

    On behalf of our client, Neogen Corporation (the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation
      Finance (the “Staff”) that were set forth in your letter dated June 24, 2022, regarding Amendment No. 2 to Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange
      Commission on June 8, 2022.  In connection with this letter responding to the Staff’s comments, the Company is today filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”).  To the extent that comments to the Registration
      Statement are applicable to disclosure in the revised Preliminary Proxy Statement on Schedule 14A filed by the Company on June 9, 2022, or to the Registration Statement on Form S-4 (Reg. No. 333-263669) filed by Garden SpinCo Corporation (“Garden
      SpinCo”) on June 8, 2022, Neogen or Garden SpinCo, as applicable, has revised such documents accordingly and is filing an amendment thereto via EDGAR substantially concurrently to the submission of Amendment No. 3.

    For your convenience, the Staff’s comments are set forth in bold, followed by the response on behalf of the Company.  All page references in the response set forth below refer
      to pages of Amendment No. 3.

    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.

    Response:  The Company respectfully acknowledges the Staff’s comment and has
        revised the disclosure on pages 69 and 70 of Amendment No. 3.

    In addition, although neither Company management nor the management of the Food Safety Business has historically used the presented non-GAAP measures for
      managing their respective businesses, the Company respectfully notes that Item 10(e)(1)(i)(D) of Regulation S-K, as clarified by Question 102.04 of the U.S. Securities and Exchange Commission’s Compliance & Disclosure Interpretations for Non-GAAP
      Financial Measures, does not prohibit disclosure of a non-GAAP financial measure that is not used by management in managing its business. The Company believes that presentation of these metrics in this context may be useful to investors for the
      reasons described in the prospectus. Furthermore, the Company believes that these non-GAAP financial measures will be used following the Closing as the basis for calculations to determine the combined company’s compliance with certain covenants in
      the documents governing the debt financing expected to be consummated in connection with the Transactions.

              •

              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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised
        the disclosure on pages 69 and 70 of Amendment No. 3.

              •

              Please include a presentation, with equal or greater prominence, of the most directly comparable GAAP financial measure to Adjusted EBITDA margin.

    Response: The Company acknowledges the Staff’s comment and has revised the
        disclosure on pages 38, 39 and 41 through 44 of Amendment No. 3.

              •

              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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised
        the disclosure on pages 44 and 70 of Amendment No. 3.

    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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised
        the disclosure on pages 95 through 98 of Amendment No. 3.

    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.

    Response:  The Company respectfully acknowledges the Staff’s comment and appreciates the opportunity to discuss with the Staff the response previously provided by the Company in its letter dated June 8, 2022 with respect to the Staff’s prior comment
          7. Consistent with such discussion, the Company respectfully refers the Staff to the Company’s response to prior comment 7 included in its response letter filed on June 8, 2022, and has revised the disclosure on pages 118 and 119 of Amendment No.
          3 to include an explanation that the unaudited pro forma condensed combined financial information does not include a transaction accounting adjustment for the Clean-Trace Distribution Agreement.

    *          *          *          *          *          *

    If you have any questions concerning the Registration Statement or require any additional information, please do not hesitate to contact me at (212) 310-8268 or
      eoghan.keenan@weil.com or my colleague Michael J. Aiello at (212) 310-8552 or michael.aiello@weil.com.

            Sincerely yours,

            /s/ Eoghan P. Keenan

            Eoghan P. Keenan

            cc:
            Amy M. Rocklin, Neogen Corporation

            Michael J. Aiello, Weil, Gotshal & Manges LLP

            Michelle A. Sargent, Weil, Gotshal & Manges LLP

            Mojdeh Poul, Garden SpinCo Corporation

            Kevin Rhodes, Garden SpinCo Corporation

            Steven A. Rosenblum, Wachtell, Lipton, Rosen & Katz

            Jenna E. Levine, Wachtell, Lipton, Rosen & Katz