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CORRESP

 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17

 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted.

December 15, 2023

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Li Xiao

Angela Connell

Re:
 Allogene Therapeutics, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2022

 File No. 001-38693

Dear Li Xiao and Angela Connell:

 We are writing in response to
the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 21, 2023 with respect to the above-referenced
filing of Allogene Therapeutics, Inc. (“Allogene,” the “Company,” “our,” “us” or “we”). For your convenience, we have
repeated the Staff’s comments before the Company’s responses below.

 Due to the commercially sensitive nature of information contained in this
letter, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in
connection with the confidential treatment request pursuant to Rule 83 of the Commission’s Rules on Information and Requests (17 C.F.R. § 200.83).

Form 10-K for Fiscal Year Ended December 31, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Research and Development Expenses, page 85

1.
 We note you reported significant research and development expenses and that you have multiple
programs/product candidates in varying stages of development and clinical testing, and note that you expect your research and development expenses to increase. Please confirm that you will revise future filings to provide more details about your
research and development expenses for each period presented, including but not limited to by product/program, internal versus external, as well as by the nature of the expenses. For example, in discussing the specific reasons for significant changes
in research and development expenses, quantify the change by each product candidate for which significant investments were made during the periods. Refer to Item 303(b) of Regulation S-K. To the extent that
you do not track expenses by product candidate, please disclose as such.

 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17

 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted.

 We acknowledge the Staff’s comment and confirm that in future filings, starting with our Annual Report
on Form 10-K for the year ending December 31, 2023, we will provide more details about our research and development (“R&D”) expenses for each period presented, including but
not limited to internal versus external expenses as well as the nature of the expenses. We do not track total R&D expenses by program or product candidate because these costs do not necessarily correlate to the overall R&D efforts
attributable to such program or product candidate and these costs can vary significantly from period to period. We manage our R&D efforts on a dynamic basis in response to scientific and clinical success of each product candidate, as well as an
assessment of each product candidate’s commercial potential and probability of success. For so long as we continue not to track total R&D expenses by program or product candidate, we will disclose that fact in our future filings with the
SEC.

 Notes to Consolidated Financial Statements

6. Joint Venture and License Agreement with Allogene Overland Biopharm (CY) Limited, page 111

2.
 Please address the following as it relates to your Joint Venture and License Agreement with Allogene
Overland Biopharm (CY) Limited (Allogene Overland):

•

 Provide your analysis under ASC 606 supporting your determination that the transaction price should not
include the fair value of the Seed Preferred Shares received from Allogene Overland, representing a 49% ownership interest. As part of your response, address your consideration of Article 8.1 of the License Agreement, which specifically states that
upfront consideration for the license included both the $40 million non-refundable payment and the Seed Preferred Shares representing 49% of Allogene Overland.

•

 Tell us and revise your future filings to disclose the amount of the transaction price allocated to each
performance obligation.

•

 Provide your analysis under ASC 323 supporting the initial measurement of your investment in Allogene Overland
at zero. Address the following as part of your response:

•

 Explain your consideration of ASC 323-10-30-2 in determining the applicability of ASC 610-20 and whether the license transferred should be measured based on its fair value.

•

 Explain whether you identified a basis difference between your initial investment in Allogene Overland and
your proportionate share of the underlying net assets in Allogene Overland and your accounting treatment for any such basis difference.

•

 Provide your analysis under ASC 810 supporting your determination that you are not the primary beneficiary of
Allogene Overland. As part of your response, identify the activities of Allogene Overland that most significantly impact its economic performance and explain how you determined that you do not have the power to direct such activities and therefore
do not hold a controlling financial interest. To the extent that the power is shared among the variable interest holders, clarify whether there is a tie-breaking mechanism in place with respect to key decision
making.

•

 Please confirm with us that in future filings you will expand to provide all the required disclosures under
ASC 810-10-50 Disclosure – Variable Interest Entities, including but not limited to those required for nonprimary beneficiary holder of a variable interest
in a VIE under 50-4, as well as other disclosures needed to fulfill the principal objectives under 50-2AA.

 2

 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17

 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted.

 We acknowledge the Staff’s comment and would like to provide some additional analysis below to clarify
our accounting position. We confirm that in future filings, starting with our Annual Report on Form 10-K for the year ending December 31, 2023, we will make the additional disclosures requested by the
Staff.

 Overview of the arrangements

 [***]

 [***]

 On December 14, 2020, the Company and Overland
Pharmaceuticals (CY) Inc. (“Overland”) formed the joint venture company (“Joint Venture”), Allogene Overland Biopharm (“Allogene Overland”), to focus on the development,
manufacturing and commercialization of allogeneic CAR T cell therapies for patients in greater China, Taiwan, South Korea and Singapore (the “JV Territory”). As part of the formation of the Joint Venture, the Company entered
into a Share Purchase Agreement (“SPA”) and a Shareholders’ Agreement with Allogene Overland and Overland, and an Exclusive License Agreement with Allogene Overland (“License Agreement”) (the SPA,
Shareholders’ Agreement, and License Agreement are collectively referred to as the “Agreements”). To further facilitate development of the licensed products in the JV Territory, Allogene Overland assigned the License
Agreement to a wholly owned subsidiary, Allogene Overland BioPharm (HK) Limited, which then assigned the License Agreement to wholly owned subsidiary Allogene Overland Biopharm (PRC) Co., Limited.

Pursuant to the SPA, the Company acquired Seed Preferred Shares in Allogene Overland representing 49% of Allogene Overland’s outstanding stock as
partial consideration for the License Agreement, and Overland acquired Seed Preferred Shares representing 51% of Allogene Overland’s outstanding stock for $117.0 million payable as follows: since inception through December 31,
2022, $[***] was paid upfront and $[***] was paid quarterly consistent with the anticipated cash needs to support clinical development and future commercialization cell therapies in the JV Territory. As of December 31, 2022, the Company and
Overland were the sole equity holders in Allogene Overland. Pursuant to the Agreements, the Company received an upfront cash payment of $40 million, is eligible to receive up to an additional $40 million in total development milestones
based on regulatory approvals, low to mid single-digit royalties on net sales in the JV Territory, subject to reductions in specified circumstances, and equity ownership in Allogene Overland. The Company’s initial 49% equity ownership1 in Allogene Overland is in substance a right to receive payments based on a percentage of net profit from commercial sales if and when the CAR T cell therapies are successful in clinical development,
approved by regulators and commercially successful in the JV Territory.

1
 The Company is not obligated to provide additional capital to Allogene Overland. Therefore, the Company’s
equity ownership in Allogene Overland will be significantly lower prior to the time at which commercial sales occur due to anticipated dilution when additional capital is needed to fund future clinical development.

 3

 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17

 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted.

 In assessing the accounting, the Company concluded it is appropriate to reflect the economic substance rather
than the form of the arrangement. The substance of the arrangement is a licensing of the Company’s intellectual property and the rights to develop, manufacture and commercialize certain clinical-stage allogeneic CAR T cell therapies in the JV
Territory in exchange for upfront fees, milestone payments based on achievement of regulatory approval, payments based on a percentage of commercial sales and payments based on a percentage of net profits from commercial sales.

Accounting Analysis

 As the Company acquired the
Seed Preferred Shares in Allogene Overland, the Company first applied the ASC 810, Consolidation guidance to assess whether it has a controlling financial interest in Allogene Overland. The Company concluded that Allogene Overland is a Variable
Interest Entity (“VIE”). Because the Company does not have the power to direct the activities that most significantly affect the economic performance of Allogene Overland, the Company is not the primary beneficiary of
Allogene Overland and should not consolidate the entity.

 Analysis of the primary beneficiary in the Allogene Overland

The Company respectfully advises the Staff that it considered ASC 810. ASC 810-10-25-38A states in relevant part: “a party is deemed to be the primary beneficiary of a variable interest entity (and therefore consolidate the VIE) if it has both of the following
characteristics of a controlling financial interests in a VIE:

•

 The power to direct the activities that most significantly affect the VIE’s economic performance.

•

 The obligation to absorb losses or the right to receive residual returns of the VIE that could potentially be
significant to the VIE.”

 The Company concluded that it does not have unilateral control over any of the significant decisions
which affect the economics of the entity after it identified the following activities that most significantly affect the VIE’s economic performance:

1.
 [***]

2.
 [***]

3.
 [***]

4.
 [***] and

5.
 Decisions that affect research and development to reach commercialization or decisions that affect the
collaboration plan.

 Other than #5, which such decisions are controlled by both Allogene Overland’s Board of Directors and the
Joint Steering Committee (“JSC”), all significant decisions require approval by Allogene Overland’s Board of Directors, which is comprised of two representatives from the Company, two representatives from Overland, and
one representative from Allogene Overland (its Chief Executive Officer). Further, Allogene and Overland jointly have the right to [***], subject to approval by the Board of Directors of Allogene Overland. Notably, the Board of Directors has an odd
number of Directors, and as such, a deadlock from Allogene is not possible.

 4

 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17

 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted.

 The JSC holds decision-making power related to decisions that affect research and development activities,
such as the overall strategy for development, manufacturing, and commercialization of licensed products. The JSC is composed of an equal number of representatives from Allogene and Allogene Overland. As such, the Company does not have sole control
over significant decisions affecting the development and commercialization of Allogene Overland’s products.

 In addition, any claim, dispute, or
controversy as to the breach, enforcement, interpretation, or validity of Agreements are referred to the Chief Executive Officers of the disputing parties (or designees) for attempted resolution. If the dispute is not resolved at the Chief Executive
Officer level, upon written request of any disputing party, the dispute will be subject to arbitration before a panel of three neutral experts with relevant industry experience. As such, the Company does not have override power in the case of a
dispute.

 Therefore, the Company does not have the power to direct the activities that most significantly affect the economic performance of Allogene
Overland and is not the primary beneficiary of Allogene Overland.

 Accounting for investment in the Seed Preferred Shares

The Company applied the recognition and measurement guidance in ASC 808 and ASC 606 because the License Agreement has aspects of a collaboration and
customer-vendor relationship. As noted below in the analysis for accounting for the License Agreement in accordance with ASC 808 and ASC 606, the Company’s equity ownership in Allogene Overland is in substance a right to receive payments based
on a percentage of net profit from commercial sales if and when the licensed CAR T products are successfully developed and commercialized. In determining the transaction price and revenues to be recognized, the value of such rights is subject to
constraint and excluded from the transaction price in accordance with ASC 606-10-55-65, which requires revenues to be recognized
when the subsequent commercial sale of licensed CAR T products occurs. Therefore, consistent with principles of ASC 606-10-55-65,
the fair value2 of the equity interest was not recognized on the balance sheet and the corresponding additional revenues were not recorded upon grant of the license and transfer of related
intellectual property. Therefore, the Company’s investment in Allogene Overland was reflected in the financial statements at $0.

 The Company
respectfully advises the Staff, it concluded the measurement guidance in ASC 323-10-30-2 and ASC
610-20 are not applicable because, as discussed in the prior paragraph, the License Agreement has aspects of a collaboration and customer-vendor relationship and the Company applied ASC 606. The Company
respectfully advises the Staff the negative basis difference between the recorded amount for the shares in Allogene Overland in the Company’s financial statements and proportionate share of net assets of Allogene Overland comprised of cash
would be tracked in the “memo” accounts.

2
 The Company advises the Staff that the estimated fair value of the equity interest, using net present value of
future cash flows approach, on the date of transaction was de minimis due to the following factors: successful clinical developm