SecProbe.io

October 28, 2012

Via E -mail
Dale Schenk, PhD
President and Chief Executive Officer
Neotope Corporation Limited
650 Gateway Boulevard
San Francisco, CA 94080

Re: Neotope Corporation Limited
Registration S tatement on Form 10
Filed October 1, 2012
 File No. 001-35676

Dear Dr. Schenk :

We have reviewed your registration statement  on Form 10  filed on October 1, 2012  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 amend ing your registration statement  and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not belie ve 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.

General

1. We note that there are a number of additional exhibits that still need to be filed.  Please
provide these exhibits as promptly as possible.  Please note that we may have comments
on these materials once they are provided.

2. Unless otherwise ind icated, references to p age references and captions  in this letter are to
the information statement filed as exhibit 99.1 .

EXHIBIT 99.1  Information Statement
General

3. It appears that the sale of shares by Neotope to Elan is one of the trans actions  included in
the series of transactions  by which Elan will separate its Neotope Business from Elan’s
other business es.  Accordingly, it appears that  this sale of shares to Elan is part of the

Dale Schenk, PhD
Neotope Corporation Limited
October 28, 2012
Page 2

 spin-off transaction.  As described in  the informat ion statement, after the sale of shares by
Neotope, t he Elan shareholders will directly own a reduced percentage of equity
securities and voting power in Neotope as compared to their percentage of equity
securities and voting power in Elan .  Please provide  us with a detailed analysis which
supports your conclusion that this is consistent with Staff Legal Bulletin No. 4, including
support for your conclusion that the transaction is pro rata.  Alternatively, please
withdraw this registration statement and fil e a Securities Act registration statement to
register this offering  prior to seeking shareholder approval for the distribution .

4. We note that the issuance of 99.99% of Neotope’s shares will constitute a deemed “in
specie” distribution by Elan to holders of record of Elan ordinary shares and Elan ADSs.
Please briefly describe the meaning and significance of an “in specie” distribution the
first time you use the term.

5. We note that immediately following the separation and distribution, Elan will purchase
and acquire 18% of the outstanding ordinary shares of Neotope, consisting of (1) the
purchase and acquisition (by way of “share subscription”) of newly issued shares of
Neotope for cash and (2) the purchase of all Neoto pe incorporator shares.  Please clarify
the actions  Elan will take to acquire  18% of the outstanding ordinary shares of Neotope .
Please also clarify when this will occur.  For example, we note that you state on page 15
that it will take the distribution agent up to two week s to issue the spin -off shares, will the
purchase occur during this period?

6. You disclose throughout the information statement that f or U.S. federal income tax
purposes, Elan expects that, while the matter is not free from doubt, the separation and
distribution should qualify as a reorganization under section 368(a)(1)(D) of the Code,
and the distribution, as such, should qualify as a distribution of our ordinary shares to
Elan shareholders under section 355 of the Code.   Please expand  your disclosure to
disclose the basis for your statement that the matter is not free from doubt.  Please
include in this discussion when the doubt may rise to the point where the distribution
would not qualify as a reorganization.

Summary
Our Company
Overview, page 3

7. Please briefly explain the meaning and significance of being granted “orphan drug
designation” and filing an “Investigational New Drug Application” the f irst time you use
such terms.

8. We note that Neotope US will provide research and development services to Elan for a
limited time following the separation and distribution.  Please revise your disclosure to
quantify this length of time.

Dale Schenk, PhD
Neotope Corporation Limited
October 28, 2012
Page 3

 9. You disclose that r esearch and development services will be provided by Neotope US to
Neotope Biosciences and Elan at “arm’s length rates.”  Given that these transactions are
related party transactions, this term does not appear appropriate.  Please revise to delete
the refe rence to “arm’s length rates.”   In addition, please revise your disclosure on pages
31, 57 and 58 to remove the same reference and expand your disclosure  on pages 57 and
58 to describe the payment terms.

Risk Factors, page 4

10. Please expand your disclosure to describe the most sig nificant risks that are associated
with each item listed in the bullet points in this section.

Questions and Answers About the Separation and Distribution
Q: Why is the separation of Ne otope structured as a distribution and not a sale?, page 7

11. Please revise your disclosure to explain how a distribution will “create long term value”
for Elan Shareholders and why it will “provide greater assurance that decisions regarding
Neotope’s capita l structure support future financial stability” compared to a sale.

Q: How will Elan vote our ordinary shares that it acquires immediately following the separation
and distribution? , page 8

12. You disclose here that Elan has agreed to vote the ordinary shares that it acquires
immediately following the separation and distribution in proportion to the votes cast by
your other sharehol ders and will grant you a proxy with respect to such shares. You
reference the section “Arrangements between Elan and Neotope ” for more information,
however, you do not disclose any information regarding this matter in the referenced
section.  Please expan d your disclosure on pages 55, 94 and 99 to disclose the mat erial
terms of this agreement.  In addition, please file a copy of the document or agreement that
memorializes the terms of this agreement.

Terms of the Separation and Distribution and Related Transactions, page 15

13. Please expand your disclosure to disclose the holder(s) of the incorporator shares.

Risk Factors , page 18

14. You d isclose that yo ur business may be adversely affected by risks and uncertainties not
known to you or risks that you currently believe to be immaterial.   Please delete this
statement as it is not appropriate to warn investors about risks which you are not
currently aware or believe to be immaterial.

Dale Schenk, PhD
Neotope Corporation Limited
October 28, 2012
Page 4

 We will require additional capital to fund our operations, and if we are unable to obtain…, page
18

15. We note  that following your separation from Elan, you believe that your existing cash
and cash equivalents, will be sufficient to support you through approximately June 30,
2015 and that any future capital requirements will depend on many factors that are
current ly unknown. Please revise your disclosure in this section to quantify the amount of
your cash and cash equivalents, working capital and your rate of negative cash flow per
month.  In addition, we also note that you plan to initiate a Phase 1 clinical trial  for
NEOD001 in late 2012.  To the extent practicable, please quantify the amount of funds
you will need to complete this Phase 1 trial.

Our collaborators, prospective collaborators, and suppliers will need assurances…, page 19

16. You disclose that some  of your collaborators, prosp ective collaborators and suppliers will
need assurances that your financial resources and stability on a stand -alone basis is
sufficient to satisfy their requirements for doing or continuing to do business with you.
Please expand this risk factor to discl ose each collaborator, prospective collaborator or
supplier that you have not yet satisfied  their requirements for doing or continuing to do
business with you.

We will rely on third parties to conduct our clinical trials, and those third parties…, page 25

17. We note that you have entered into agreements with third parties, and to date, you believe
your consultants, contract research organization an d other similar entities with which you
are working have performed well.  Please expand your disclosure in this section and
throughout your filing, as appropriate, to discuss the current third parties that are material
to your business, if any.  Also, if y ou have entered into any agreements with these third
parties, please expand your disclosure in the Business section to disclose the material
terms of these agreements and file the agreements as exhibits pursuant to Item 601(b)(10)
of Regulation S -K.  Simil arly, in the your risk factors following this risk factor, please
expand your disclosure concerning your collaborators, manufacturers, and suppliers.

If we are unable to adequately pr otect the intellectual property …, page 27

18. Please expand your disclosure in this risk factor to discuss any material patents , whether
owned or licensed,  and the expiration date of such p atents.

Litigation regarding patents, patent applications and other proprietary rights may be expensive
and time consuming …., page 28

19. You disclose that if you become entangled in the  matter  between AIA and Elan,  you
expect Elan to reimburse you for your expenses and indemnify you for any damages.

Dale Schenk, PhD
Neotope Corporation Limited
October 28, 2012
Page 5

 Please expand your disclosure here and on page 56 to clarify if this is a contractual
obligation and if there are any limits or caps on the expense reimbursement or indemnity.

We may be subject to claims that our empl oyees have wrongfully used or disclosed…, page 29

20. To the extent that you have received notice of any claims that your employees have
wrongfully used or disclosed trade secrets of their former employers, please revise your
disclosure to discuss such claims  and the potential consequences.

We may not realize some or all of the potential benefits we expect from our separation…, page
29

21. We note your one example why you may not be able to achieve some or al l of the
benefits that you expect to achieve as a result of your separation from Elan.  Please
expand your disclosure to describe the other reasons why you may not realize the benefits
you anticipate.

Our historical and pro forma fi nancial information is not necessaril y representative of the
results…, page 31

22. Please expand your disclosure to provide a quantified estimate of the additional costs that
you disclose in this section.

We expect that we will be treated as a p assive foreign investment company, which…, page 32

23. Please revise your disclosure to describe the meaning and significance of the terms
“passive foreign investment company” and “qualified electing fund” the first time you
use them.

After the distribution,  certain of our executive officers and directors may have actual…, page 33

24. We note that certain persons you expect will be your executive officer and directors will
be former officers and employees of Elan.  Please revise your disclosure to include the
names of these individuals, their current positions with Elan and their financial interest in
Elan.

The Separation and Distribution and Related Transactions
Reasons for the Separation and Distributi on and Related Transactions , page 40

25. We note that you have provided a description of the key benefits of the separation and
distribution.  Please expand  your disclosure  to also provide a similar description of the
costs and risks associated with the trans action which  you have outlined on page 41.

Dale Schenk, PhD
Neotope Corporation Limited
October 28, 2012
Page 6

 Improved Management Incentive Tools, page 41

26. Similar to your disclosure of each  of the benefits of the transaction, please expand your
disclosure to include a discussion of each of the costs and risks associated with the
transaction rather than just listing general items.

Manner of Effecting the Separation and Distribut ion and Related Transaction
Distribution of Our Ordinary Shares, page 42

27. We note that the aggregate value of the ordinary shares issued by Neotope will be equal
to the value of the Neotope Business transferred by Elan to Neotope.  Please expand your
discl osure to describe how the value of the Neotope Business will be determined.

Arrangement s Between Elan and Neotope , page 55

28. In this section you have referenced other ancillary agreements. Please expand your
disclosure to include all material terms of thes e agreements, including the material
payment terms, duration and termination provisions and file copies of these agreements
as exhibits to your amended registration statement.  See Item 601(b)(10)(ii)(A) and (B) of
Regulation S -K. Alternatively, please pro vide us with a description of each agreement
and a detailed analysis that supports your conclusion that these agreements are not
material  and are not required to be filed.

29. Please expand your disclosure of each of the agreements in this sectio n to disclose the
term and termination provisions of each agreement.

Separation and Distribution Agreement, page 55

30. Please expand your disclosure to list the material assets to be transferred and the material
liabilities  to be assumed by Neo tope.

Transition Services Agreement, page 57 and Research Services Agreement, page 58

31. Please expand your disclosure to provide a summary of the “specified services” which
are the subject of the Transition Services Agreement.  Similarly, plea se do the same for
the “certain research and development services” which are the subject of the Research
Services Agreement.

Unaudited Pro Forma condensed Carve -Out Combined Financial Statements, page 64

32. In the first question on page 9 you indicate how existing Elan equity -based awards to
your employees will be treated upon and after your separation and distribution
transactions.   Please tell us and revise your disclosure in MD&A and/or elsewhere to
indicate how you will account for these awards going forward and reference for us

Dale Schenk, PhD
Neotope Corporation Limited
October 28, 2012
Page 7

 separat ely the authoritative literature you rely upon to support your anticipated
accounting.   To the extent that compensation will be recorded related to the accelerated
vesting of some awards, please disclose the anticipated amount of the charge that will be
recorded upon the completion of your anticipated transactions.   In addition, to the extent
appropriate, disclose that you do not include this charge in your pro forma statements of
operations as it is directly attributable to the anticipated transactions and  is non -recurring.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 71

33. Please expand your disclosure by referring to the Division of Corporation Finance
“Current Issues and Rulemaking Projects Quarterly Update” under section VIII –
Industry Specific Issues – Accounting and Disclosure by Companies Engaged in
Research and Development Activities.   You can find it at the following website address:
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm#secviii .

Please disclose the following information for each of your major research and
development projects:

 The costs incurred durin g each period presented and to date on the project;
 The nature, timing and estimated costs of the efforts necessary to complete the
project; and
 The period in which material net cash i