SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Lynn Seely
President and Chief Executive Officer
Lyell Immunopharma, Inc.
201 Haskins Way
South San Francisco, CA 94080

 Re: Lyell Immunopharma, Inc.
 Registration Statement on Form S-3
 Filed August 12, 2025
 File No. 333-289539
Dear Lynn Seely:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Asa M. Henin
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 L YELL I MMUNOPHARMA , I NC .
 201 Haskins Way South San
Francisco, California 94080 VIA EDGAR August 13,
2025 U.S. Securities and Exchange Commission Division of
Corporation Finance Office of Life Sciences 100 F Street,
N.E. Washington, D.C. 20549 Attn: Joshua Gorsky

 Re:
 Lyell Immunopharma, Inc
 Registration Statement on Form S-3
 File No. 333-289539

 Acceleration Request

 Requested Date:

 August 15, 2025

 Requested Time:

 4:30 p.m. Eastern Time
 Ladies and Gentlemen: In
accordance with Rule 461 under the Securities Act of 1933, as amended, Lyell Immunopharma, Inc. hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-289539) (the “ Registration Statement ”) to become effective on Friday, August 15, 2025, at 4:30
p.m. Eastern Time, or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please orally confirm that event
with Kenneth Guernsey or Asa M. Henin of Cooley LLP at (415) 693-2091 or (858) 550-6104. Thank you for your assistance with this matter.

 Sincerely,

 LYELL IMMUNOPHARMA, INC.

 By:

 /s/ Mark Meltz

 Mark Meltz

 General Counsel and Corporate Secretary

CORRESP
 1
 filename1.htm

 CORRESP

 LYELL IMMUNOPHARMA, INC.
 201 Haskins Way South San
Francisco, California 94080 (650) 695-0677
 July 28, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Life Sciences 100 F Street, NE
 Washington, D.C. 20549 Attn: Alan Campbell

 RE:
 Lyell Immunopharma, Inc . (the “ Company ”)
 Registration Statement on Form S-3
 File No. 333-288769
 Dear Mr. Campbell: Pursuant to
Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-3 (File
No. 333-288769) be accelerated by the Securities and Exchange Commission to 4:00 p.m. New York time on July 30, 2025, or as soon as practicable thereafter.
 We request that we be notified of such effectiveness by a telephone call to Thomas W. Greenberg of Skadden, Arps, Slate, Meagher &
Flom LLP at (212) 735-7886 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Lyell Immunopharma, Inc.

 By:

 /s/ Mark Meltz

 Mark Meltz

 General Counsel and Corporate Secretary

 cc:
 Thomas W. Greenberg
 Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 23, 2025

Lynn Seely
President and Chief Executive Officer
Lyell Immunopharma, Inc.
201 Haskins Way
South San Francisco, CA 94080

 Re: Lyell Immunopharma, Inc.
 Registration Statement on Form S-3
 Filed July 18, 2025
 File No. 333-288769
Dear Lynn Seely:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Thomas Greenberg
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 LYELL IMMUNOPHARMA, INC.

201 Haskins Way

 South San
Francisco, California 94080

 (650) 695-0677

December 3, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Manufacturing

 100 F Street, NE

Washington, D.C. 20549

 Attn: Tim Buchmiller

RE:
 Lyell Immunopharma, Inc. (the “Company”)

Registration Statement on Form S-3

File No. 333-283533

Dear Mr. Buchmiller:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-283533) be accelerated by the Securities and Exchange Commission to 4:00 p.m. New York time on December 5, 2024, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Thomas W. Greenberg of Skadden, Arps, Slate, Meagher &
Flom LLP at (212) 735-7886 and that such effectiveness also be confirmed in writing.

Very truly yours,

Lyell Immunopharma, Inc.

By:

 /s/ Lynn Seely

Lynn Seely

President and Chief Executive Officer

cc:
 Thomas W. Greenberg

Skadden, Arps, Slate, Meagher & Flom LLP

December 3, 2024
Lynn Seely, M.D.
President and Chief Executive Officer
Lyell Immunopharma, Inc.
201 Haskins Way
South San Francisco, California 94080
Re:Lyell Immunopharma, Inc.
Registration Statement on Form S-3
Filed November 29, 2024
File No. 333-283533
Dear Lynn Seely M.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Thomas Greenberg, Esq.

CORRESP
1
filename1.htm

CORRESP

 LYELL IMMUNOPHARMA, INC.

201 Haskins Way

 South San
Francisco, California 94080

 VIA EDGAR

 May 1, 2024

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Industrial Applications and Services

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Tamika Sheppard

Re:
 Lyell Immunopharma, Inc.

Registration Statement on Form S-3

File No. 333-277495

Acceleration Request

Requested Date:

May 3, 2024

Requested Time:

4:30 p.m. Eastern Time

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Lyell Immunopharma, Inc. hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-277495) (the “Registration Statement”) to become effective on May 3, 2024, at 4:30 p.m. Eastern Time, or as soon thereafter
as is practicable.

 Once the Registration Statement has been declared effective, please orally confirm that event with Kenneth Guernsey or Anitha Anne of
Cooley LLP, our outside counsel, at (415) 693-2091 or (415) 693-2250. Thank you for your assistance with this matter.

 Sincerely,

 LYELL IMMUNOPHARMA, INC.

By:

/s/ Matthew Lang

Matthew Lang

Chief Business Officer, Chief Legal Officer and Corporate Secretary

United States securities and exchange commission logo
March 4, 2024
Matthew Lang
Chief Business Officer
Lyell Immunopharma, Inc.
201 Haskins Way
South San Francisco, California 94080
Re:Lyell Immunopharma, Inc.
Registration Statement on Form S-3
Filed February 29, 2024
File No. 333-277495
Dear Matthew Lang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kenneth Guernsey

CORRESP
1
filename1.htm

CORRESP

 LYELL IMMUNOPHARMA, INC.

400 East Jamie Court, Suite 301

South San Francisco, California 94080

June 14, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Thomas Kluck and Laura Crotty

 Re:

 Lyell Immunopharma, Inc.

Registration Statement on Form S-1, as amended (File No. 333-256470)

Request for Acceleration of Effective Date

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Lyell Immunopharma, Inc. (the
“Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form
S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on June 16, 2021, or as soon thereafter as possible,
or at such other time as its legal counsel, Cooley LLP, may request by telephone to the Staff.

 Once the Registration Statement has been
declared effective, please orally confirm that event with David Peinsipp of Cooley LLP at (415) 693-2177 or, in his absence, Charlie Kim of Cooley LLP at (858) 550-6049.

 Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the
Company’s request for acceleration of the effectiveness of the Registration Statement.

Very truly yours,

Lyell Immunopharma, Inc.

/s/ Heather Turner

By:

Heather Turner

Title:

Chief General Counsel

cc:
 Elizabeth Homans, Lyell Immunopharma, Inc.

Charles Newton, Lyell Immunopharma, Inc.

Charlie Kim, Cooley LLP

 David
Peinsipp, Cooley LLP

 Chad Mills, Cooley LLP

Brian Cuneo, Latham & Watkins LLP

Shayne Kennedy, Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 June 14, 2021

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:
 Thomas Kluck

Laura Crotty

Re:
 Lyell Immunopharma, Inc.

Registration Statement on Form S-1, as amended

(File No. 333-256470)

Acceleration Request

 Requested Date: Wednesday,
June 16, 2021

 Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as the representatives of the several underwriters, hereby join in the request of Lyell Immunopharma, Inc. (the “Company”) for acceleration of the
effective date of the above-referenced Registration Statement on Form S-1 so that it becomes effective at 4:00 p.m. Eastern time on June 16, 2021, or as soon thereafter as possible.

Pursuant to Rule 460 under the Act, we, as the representatives of the several underwriters, wish to advise you that between June 9, 2021
through the date hereof we have distributed approximately 4,034 copies of the Company’s Preliminary Prospectus dated June 9, 2021 to prospective underwriters, dealers, institutional investors and others.

We, the undersigned, as the representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

(signature page follows)

 Very truly yours,

 GOLDMAN SACHS & CO. LLC

 BOFA
SECURITIES, INC.

 J.P. MORGAN SECURITIES LLC

 MORGAN
STANLEY & CO. LLC

         As representatives of the
Underwriters

 By:

 Goldman Sachs & Co. LLC

 By:

/s/ Dan Cocks

 Name:  Dan Cocks

 Title:    Managing Director

 By:

 BofA Securities, Inc.

 By:

 /s/ Greg Butz

 Name:  Greg Butz

 Title:    Managing Director

 By:

 J.P. Morgan Securities LLC

 By:

/s/ Benjamin Burdett

 Name:  Benjamin Burdett

 Title:    Managing Director

 By:

 Morgan Stanley & Co. LLC

 By:

 /s/ Kalli Dircks

 Name:  Kalli Dircks

 Title:    Managing Director

 (Signature Page to Acceleration Request Letter)

CORRESP
1
filename1.htm

CORRESP

 David G. Peinsipp

 +1 415 693
2177

 dpeinsipp@cooley.com

 June 7, 2021

Via EDGAR and Email

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

 Vanessa Robertson

Jenn Do

 Thomas Kluck

Laura Crotty

Re:
 Lyell Immunopharma, Inc.

 Registration Statement on Form S-1

 Filed May 25, 2021

 File No. 333-256470

Ladies and Gentlemen:

 On behalf Lyell Immunopharma, Inc.
(“Lyell” or the “Company”), the following information is in response to a letter, dated June 4, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s Registration Statement on Form S-1 filed on May 25, 2021. The Company intends to file its Amendment No. 1 to the
Registration Statement (“Amended Registration Statement”) on June 9, 2021 in connection with the planned launch of its roadshow.

The numbering of the paragraphs below corresponds to the numbering of the comments in the letter. For the Staff’s convenience we have incorporated your
comments into this response letter. Capitalized terms used in this response letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Registration Statement. In addition to submitting this letter via EDGAR, we are
sending this letter via email.

 Registration Statement on Form S-1 filed May 25, 2021

Business

 Stanford License Agreement and Success
Payment Agreement, page 145

1.
 We note your disclosure on page 146 that you are required to pay Stanford a
low-double- digit portion of the payments received from sublicensees. Please revise your disclosure to give investors a reasonable idea of the amount of the royalty rate that does not exceed ten percentage
points.

 Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800

t: (415) 693-2000 f: (415) 693-2222 cooley.com

 U.S. Securities and Exchange Commission

Page Two

 Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it intends to revise the disclosure on page 146 in the Amended
Registration Statement as follows (additions underlined):

 “We are also required to pay Stanford (a) royalties in low-to-mid-teens percentage of the payments that we receive from sublicensees of the rights solely licensed to us by Stanford,
or (b) if sublicensed with other intellectual property, on a tiered basis in the low six figures up to $300,000.”

 Please
contact me at (415) 693-2177 or Charlie Kim of Cooley LLP at (858) 550-6049 with any questions or further comments regarding our responses to the Staff’s comments.

 Sincerely,

 /s/ David G.
Peinsipp

David G. Peinsipp

 Cooley LLP

cc:
 Elizabeth Homans, Lyell Immunopharma, Inc.

 Charles Newton, Lyell Immunopharma, Inc.

 Heather Turner, Lyell Immunopharma, Inc.

 Charlie Kim, Cooley LLP

 Chad Mills, Cooley LLP

 Brian Cuneo, Latham & Watkins LLP

 Shayne Kennedy, Latham & Watkins LLP

Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800

t: (415) 693-2000 f: (415) 693-2222 cooley.com

United States securities and exchange commission logo
June 4, 2021
Heather Turner
Chief General Counsel
Lyell Immunopharma, Inc.
400 East Jamie Court, Suite 301
South San Francisco, California 94080
Re:Lyell Immunopharma, Inc.
Registration Statement on Form S-1
Filed May 25, 2021
File No. 333-256470
Dear Ms. Turner:
            We have reviewed your registration statement and have the following comment. Please
respond to this letter by amending your registration statement and providing the requested
information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Registration Statement on Form S-1 filed May 25, 2021
Business
Stanford License Agreement and Success Payment Agreement, page 145
1.We note your disclosure on page 146 that you are required to pay Stanford a low-double-
digit portion of the payments received from sublicensees.  Please revise your disclosure to
give investors a reasonable idea of the amount of the royalty rate that does not exceed ten
percentage points.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameHeather  Turner
 Comapany NameLyell Immunopharma, Inc.
 June 4, 2021 Page 2
 FirstName LastName
Heather  Turner
Lyell Immunopharma, Inc.
June 4, 2021
Page 2
            You may contact Vanessa Robertson at 202-551-3649 or Jenn Do at 202-551-3743 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tom Kluck at 202-551-3233 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dave Peinsipp

CORRESP
1
filename1.htm

CORRESP

 David G. Peinsipp

 +1 415 693
2177

 dpeinsipp@cooley.com

 CONFIDENTIAL
TREATMENT REQUESTED

 BY LYELL IMMUNOPHARMA, INC.

June 1, 2021

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION SUBMITTED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. THE OMITTED PORTIONS ARE BRACKETED IN THIS PAPER LETTER FOR EASE OF
IDENTIFICATION.

 Via EDGAR and Email

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Thomas Kluck

Laura Rotty

 Jenn Do

Vanessa Robertson

Re:
 Lyell Immunopharma, Inc.

Amendment No. 1 to Draft Registration Statement on Form S-1

Submitted May 12, 2021

CIK No. 0001806952

 Ladies and
Gentlemen:

 On behalf Lyell Immunopharma, Inc. (“Lyell” or the “Company”), the following information is in
response to a letter, dated May 25, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to Draft
Registration Statement on Form S-1 submitted on May 12, 2021 (the “DRS Amendment”). The Company filed its Registration Statement on Form S-1
on May 25, 2021 (the “Registration Statement”) and expects to file an amendment to the Registration Statement, including a preliminary prospectus with a bona fide price range, on or about June 9, 2021 (the
“Amended Registration Statement”).

 The numbering of the paragraphs below corresponds to the numbering of the comments in the
letter. For the Staff’s convenience we have incorporated your comments into this response letter. Capitalized terms used in this response letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Registration
Statement. In addition to submitting this letter via EDGAR, we are sending this letter via email.

 Cooley LLP 101
California Street 5th Floor San Francisco, CA 94111-5800

 t: (415) 693-2000 f: (415) 693-2222 cooley.com

 U.S. Securities and Exchange Commission

Page Two

 Confidential Treatment Request

Due to the commercially sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain
portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via
EDGAR and for which the Company is requesting confidential treatment. In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an
opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at
least ten business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the undersigned at (415) 693-2177 rather than rely on the U.S. mail for such notice.

 Notes to Unaudited Condensed
Consolidated Financial Statements

 14. Subsequent Events, page F-55

1.
 Please disclose the amount of the stock compensation expense you expect to recognize for these
equity instruments in 2021.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it intends to include the following sentence in the Amended
Registration Statement in the Subsequent Events footnote:

 “The Company expects to recognize stock compensation expense of
approximately $         for these stock option grants based on an assumed initial public offering price of $         per share, which is the midpoint of the price range
set forth on the cover page of this prospectus. The actual amount of such stock compensation expense will be adjusted based on the actual public offering price determined at pricing.”

2.
 We note that Lyell Immunopharma Inc. appears to own investment securities that have a value
exceeding 40% of the value of the company’s assets. Please see Section 3(a)(1)(C) of the Investment Company Act of 1940. Please provide us with a detailed analysis as to whether Lyell is an investment company as defined under the
Investment Company Act and subject to registration under the Act or whether the company would be deemed not to be an investment company. See Rule 3a-8 of the Investment Company Act.

Response:

 The Company respectfully acknowledges the
Staff’s comment and respectfully advises the Staff that it has reviewed its investment securities against the Section 3(a)(1)(C) of the Investment Company Act of 1940, and determined that it meets the exemption set forth under Section 3a-1. More specifically, as of December 31, 2020 and March 31, 2021, the Company held $[***] million and $[***] million in investment securities, respectively. These amounts exclude government
securities and money market fund amounts invested in government securities. The Company’s total assets were $[***] million and $[***] million as of December 31, 2020 and March 31, 2021, respectively. Accordingly, the total investment
securities as a percentage of total assets is equal to [***]% and [***]% as of December 31, 2020 and March 31, 2021, respectively, each below the 40% threshold. Since the Company qualifies for the exemption under Section 3a-1, it has not included the analysis under Rule 3a-8, but the Company respectfully advises the Staff that it meets the qualifications for that exemption as
well.

 Cooley LLP 101
California Street 5th Floor San Francisco, CA 94111-5800

 t: (415) 693-2000 f: (415) 693-2222 cooley.com

 U.S. Securities and Exchange Commission

Page Three

 Please contact me at (415) 693-2177 or Charlie Kim of
Cooley LLP at (858) 550-6049 with any questions or further comments regarding our responses to the Staff’s comments.

Sincerely,

 /s/ David G. Peinsipp

David G. Peinsipp

Cooley LLP

cc:
 Elizabeth Homans, Lyell Immunopharma, Inc.

Charles Newton, Lyell Immunopharma, Inc.

Heather Turner, Lyell Immunopharma, Inc.

Charlie Kim, Cooley LLP

 Chad
Mills, Cooley LLP

 Brian Cuneo, Latham & Watkins LLP

Shayne Kennedy, Latham & Watkins LLP

 Cooley LLP 101
California Street 5th Floor San Francisco, CA 94111-5800

 t: (415) 693-2000 f: (415) 693-2222 cooley.com

CORRESP
1
filename1.htm

CORRESP

 David G. Peinsipp

+1 415 693 2177

 dpeinsipp@cooley.com

CONFIDENTIAL TREATMENT REQUESTED

BY LYELL IMMUNOPHARMA, INC.

May 28, 2021

 CERTAIN PORTIONS OF
THIS LETTER HAVE BEEN OMITTED FROM THE VERSION SUBMITTED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER
IDENTIFIED BY THE MARK “[***]”. THE OMITTED PORTIONS ARE BRACKETED IN THIS PAPER LETTER FOR EASE OF IDENTIFICATION.

 Via EDGAR and
Email

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Thomas Kluck

Laura Rotty

 Jenn Do

Vanessa Robertson

Re:
 Lyell Immunopharma, Inc.

Registration Statement on Form S-1

CIK No. 0001806952

 Ladies and
Gentlemen:

 We are submitting this letter on behalf of Lyell Immunopharma, Inc. (the “Company”) in connection with the review by
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-1 filed on
May 25, 2021 (the “Registration Statement”). This letter also serves as the Company’s response to comment number 3 received from the Staff by letter dated May 7, 2021, relating to the Company’s Draft
Registration Statement on Form S-1, as originally confidentially submitted to the Staff on April 12, 2021, and amended on May 12, 2021.

Confidential Treatment Request

 Due to the commercially
sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed
to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. In accordance with 17 C.F.R.
§200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect this letter, we request that we be immediately notified of any such

 Cooley LLP 101 California
Street 5th Floor San Francisco, CA 94111-5800

 t: (415) 693-2000 f: (415) 693-2222 cooley.com

 U.S. Securities and Exchange Commission

Page Two

request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days’ advance
notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the undersigned at
(415) 693-2177 rather than rely on the U.S. mail for such notice.

 Preliminary IPO Price Range

 The Company supplementally advises the Staff that the Company preliminarily expects to include a price range on the cover of the Company’s
preliminary prospectus which is expected to be within a range of $[***] to $[***] per share (the “Preliminary IPO Price Range”) for its proposed initial public offering (“IPO”). As is typical in IPOs,
the Preliminary IPO Price Range was not derived using a formal determination of fair value, but was determined, in large part, on various discussions that took place among the Company and representatives of Goldman Sachs & Co. LLC, BofA
Securities, Inc., J.P. Morgan Securities, LLC and Morgan Stanley & Co. LLC, the underwriters for the offering. The Preliminary IPO Price Range has been estimated based, in part, upon current market conditions, the Company’s financial
condition and prospects, and input received from the underwriters, including the interpretation of feedback from the Company’s “testing-the-waters” meetings. We are providing this information to you supplementally to facilitate your
review process.

 The Company supplementally advises the Staff that the price range noted above is subject to further revision based on market conditions,
business developments and other factors.

 Timing Considerations

The Company supplementally advises the Staff that it anticipates printing its preliminary prospectus on or about June 8, 2021 and commencing its road show
as early as June 9, 2021, with a target pricing date as early as June 16, 2021.

 Historical Fair Value Determinations

As stated in the Registration Statement, the Company accounts for stock-based compensation expense related to stock-based awards based on the estimated fair
value of the award on the grant date using the Black-Scholes option-pricing model. As described in the Registration Statement, this model requires the input of highly subjective assumptions, including the fair value of the underlying common stock.
To facilitate the Staff’s review, the table below contains a complete list of all options granted during the period from January 1, 2020 through the date of this letter (the “Review Period”). The Company has not
made any other equity incentive grants during the Review Period.

 Grant Date

Shares
Underlying
Options
Granted

Fair Value
Per Share

Retrospective
Valuation
Estimated Fair
Value Per Share
of Common Stock
for
Financial
Reporting
Purposes

 January 10, 2020

[***]

$
[***]

$

 January 16, 2020

[***]

[***]

 February 28, 2020

[***]

[***]

 Cooley LLP 101 California
Street 5th Floor San Francisco, CA 94111-5800

 t: (415) 693-2000 f: (415) 693-2222 cooley.com

 U.S. Securities and Exchange Commission

Page Three

 March 10, 2020

[***]

[***]

 March 13, 2020

[***]

[***]

 April 3, 2020

[***]

[***]

 April 10, 2020

[***]

[***]

 May 11, 2020

[***]

[***]

 May 19, 2020

[***]

[***]

 June 11, 2020

[***]

[***]

 July 10, 2020

[***]

[***]

 July 15, 2020

[***]

[***]

 August 10, 2020

[***]

[***]

 September 11, 2020

[***]

[***]

 October 12, 2020

[***]

[***]

 November 10, 2020

[***]

[***]

 November 17, 2020

[***]

[***]

 December 11, 2020

[***]

[***]

 December 17, 2020

[***]

[***]

 January 26, 2021

[***]

[***]

 February 5, 2021

[***]

[***]

 February 12, 2021

[***]

[***]

 March 10, 2021

[***]

[***]

 April 9, 2021

[***]

[***]

*

 April 14, 2021

[***]

[***]

*

 April 22, 2021

[***]

[***]

*

 May 11, 2021

[***]

[***]

*

 May 20, 2021

[***]

[***]

*

*
 We have not yet completed the financial reporting process but the Company expects to assess these grants at the
price to the public.

 Moreover, the Company expects that its board of directors (the “Board”) will act to make
additional equity awards during the week of June 7, 2020, which awards will be legally granted on the date the Registration Statement becomes effective. The exercise price of any options so granted would be equal to the price to the public in the
Company’s IPO. The Company advises the Staff that such awards will be disclosed in the Company’s preliminary prospectus.

 Overview of Option
Pricing and Fair Value Determinations

 Each time the Board has granted options, it has granted those options with an exercise price intended to be
equal to the fair value of the underlying shares on the date of the grant. Given the absence of an active trading market for the Company’s equity, determining the fair value of the Company’s common stock has required the Board to make
complex and subjective judgments. In doing so, the Board considered a combination of valuation methodologies.

 The Company and its Board have
consistently sought to comply with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice
Aid”). The Company obtained independent valuations from nationally recognized independent valuation firms, to assist the Board in making its determination of fair value and to ensure that all relevant business developments were
considered in making valuation determinations.

 Cooley LLP 101 California
Street 5th Floor San Francisco, CA 94111-5800

 t: (415) 693-2000 f: (415) 693-2222 cooley.com

 U.S. Securities and Exchange Commission

Page Four

 Throughout the Review Period, the Board consisted of individuals with significant experience in business,
finance, and investing in and valuing companies, including determining the fair value of the common stock of such companies. In each instance, the Board reached its determination of the estimated fair value of the Company’s common stock
after discussion and made its determination in good faith, based on the information available on the date of grant, including the methodology and key assumptions in the third-party valuations described in additional detail below.

In valuing the Company’s shares, the Board determined the equity value of the Company’s business generally using various valuation
methods, including combinations of methods, as deemed appropriate under the circumstances applicable at the valuation date and was supported by independent third-party valuations as of September 26, 2019, February 6, 2020,
September 15, 2020, December 31, 2020, February 28, 2021, March 31, 2021 and April 30, 2021.

 September 26, 2019
Valuation

 In connection with the September 26, 2019 valuation (the “September 2019 Valuation”), an independent
third-party valuation firm determined the fair value estimate based on a variety of factors, including:

•

 Reviewed the Company’s capitalization table as of (and pro forma for) the Series B financing round;

•

 Reviewed the Company’s amended and restated certificate of incorporation filed immediately after the Series
B financing round;

•

 Reviewed prior third-party valuations analyses of the Company’s common stock and success payments;

•

 Reviewed the Company’s Series AA stock purchase agreement and related collaboration and license agreement;

•

 Reviewed the industry in which the Company operates, which included a review of research, data and information
with respect to (i) the current market conditions and outlook and (ii) publicly traded companies deemed most comparable to the Company;

•

 Had discussions with Company management with respect to the past, present, and future operating and financial
conditions of the Company, among other subjects;

•

 Developed indications of value for the Company using generally accepted valuation methodologies; and

•

 Conducted such other reviews, analyses and inquiries and considered such other economic, industry, market,
financial and other information and data reasonably deemed appropriate.

 The market approach measures the value of an asset or business
through an analysis of sales or offerings of comparable investments or assets. When applied to the valuation of equity interests, consideration was given to the financial condition and operating performance of the entity being appraised relative to
those of publicly traded entities operating in the same or similar lines of business, potentially subject to corresponding economic, environmental, and political factors and considered to be reasonable investment alternatives. The prior sales of
company stock methodology (or backsolve method of the option pricing method (“the “OPM”)) of the market approach derives the implied equity value for a company from a recent transaction involving the company’s own
securities. The OPM uses the preferred stockholders’ liquidation preferences, participation rights, dividend policy, and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes
at a future date. The OPM uses the Black-Scholes option-pricing model to price the call options. The OPM is appropriate to use when the range of possible outcomes is so difficult to predict that forecasts would be highly speculative, as was the case
when the Company utilized this methodology. The basis for application of this method was transactions in equity securities of the enterprise with unrelated investors or among unrelated investors themselves.

 Cooley LLP 101 California
Street 5th Floor San Francisco, CA 94111-5800

 t: (415) 693-2000 f: (415) 693-2222 cooley.com

 U.S. Securities and Exchange Commission

Page Five

 The third-party valuation firm relied on the backsolve method for the September 2019 Valuation based on
(a) the post-money valuation of the Company’s Series B convertible preferred stock financing (the “Series B Financing”), the final closing of which occurred in May 2019, and (b) the payment of
$250.0 million to the Company from a collaboration partner in July 2019. The Company believed these transactions reflected appropriate indications of value at the time of the valuation since the Series B price per share reflected negotiations
with new third-party institutional investors in arms-length transactions and, other than the collaboration payment, there were no other material events between the date of the Series B Financing and the then-current valuation date.

The equity values derived from the backsolve method were allocated to each of the Company’s classes of stock using the OPM. The OPM backsolve method
indicated an equity value of $[*** billion], indicating a common stock value of $[***] per share. Finally, a discount for lack of marketability (“DLOM”) was applied to the estimated fair value of the Company’s common
stock. A DLOM is applied based on the premise that there is no ready market for securities in privately held companies and the common stock lack rights and preferences of preferred stock, which reduces their marketability. In determining a DLOM,
consideration was given to the financial performance and nature of the Company and its early-stage nature, sale/transfer restrictions associated with the Company’s common stock, the relative lack of voting power associated with the common stock
in comparison to the preferred stock, and the inability to influence decisions regarding the Company, the Company’s dividend policy, and the significant holding period associated with the common stock, among other factors. The Company applied a
DLOM of [***]% and the fair value of the common stock was determined to be $[***] per share as of September 26, 2019.

 February 6, 2020
Valuation

 In connection with the February 6, 2020 valuation (the “February 2020 Valuation”), an independent
third-party valuation firm determined the fair value estimate based on a variety of factors, including:

•

 Reviewed the Company’s capitalization table as of January 29, 2020;

•

 Reviewed the Company’s amended and restated certificate of incorporation dated March 6, 2019;

•

 Reviewed the Series C term sheet received by the Company early February 2020 from Milky Way;

•

 Reviewed the Company’s capitalization table pro forma for the Series C term sheet;

•

 Reviewed the industry in which the Company operates, which included a review of research, data and information
with respect to (i) the current market conditions and outlook and (ii) publicly traded

•

 companies deemed most comparable to the Company;

•

 Had discussions with Company management with respect to the past, present, and future operating and financial
conditions of the Company, among other subjects;

•

 Developed indications of value for the Company using generally accepted valuation methodology; and

•

 Conducted such other reviews, analyses and inquiries and considered such other economic, industry, market,
financial and other information and data reasonably deemed appropriate.

 The third-party valuation firm relied on the backsolve method
for the February 2020 Valuation using the expected post-money valuation of the Company’s proposed Series C convertible preferred stock financing (the “Series C Financing”), which ultimately closed in March 2020. The
February 2020 Valuation reflected a pro forma indication of value since the Company had received a term sheet for the Series C Financing based on arms-length negotiations

United States securities and exchange commission logo
May 25, 2021
Heather Turner
Chief General Counsel
Lyell Immunopharma, Inc.
400 East Jamie Court, Suite 301
South San Francisco, California 94080
Re:Lyell Immunopharma, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 12, 2021
CIK No. 0001806952
Dear Ms. Turner:
            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 No. 1 to Draft Registration Statement on Form S-1 submitted May 12, 2021
Notes to Unaudited Condensed Consolidated Financial Statements
14. Subsequent Events, page F-55
1.Please disclose the amount of the stock compensation expense you expect to recognize for
these equity instruments in 2021.
General
2.We note that Lyell Immunopharma Inc. appears to own investment securities that have a
value exceeding 40% of the value of the company’s assets.  Please see Section 3(a)(1)(C)
of the Investment Company Act of 1940.  Please provide us with a detailed analysis as to
whether Lyell is an investment company as defined under the Investment Company Act

 FirstName LastNameHeather  Turner
 Comapany NameLyell Immunopharma, Inc.
 May 25, 2021 Page 2
 FirstName LastName
Heather  Turner
Lyell Immunopharma, Inc.
May 25, 2021
Page 2
and subject to registration under the Act or whether the company would be deemed not to
be an investment company.  See Rule 3a-8 of the Investment Company Act.
            You may contact Jenn Do at 202-551-3743 or Vanessa Robertson at 202-551-3649 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tom Kluck at 202-551-3233 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dave Peinsipp

United States securities and exchange commission logo
May 7, 2021
Heather Turner
Chief General Counsel
Lyell Immunopharma, Inc.
400 East Jamie Court, Suite 301
South San Francisco, California 94080
Re:Lyell Immunopharma, Inc.
Draft Registration Statement on Form S-1
Submitted April 12, 2021
CIK No. 0001806952
Dear Ms. Turner:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted April 12, 2021
Summary
Our Pipeline, page 2
1.We note that your pipeline table does not include clinical phases 1, 2 and 3, which the
company's product candidates will be required to complete prior to commercialization.
Please either revise your table to include all phases of development both preclinical and
clinical, including appropriate arrows for each indication to demonstrate progress, or
remove the graphic from pages 2, 73, 93 and 122.
Dilution, page 69
2.It appears that the pro forma net tangible book value was divided by 217,606,722 shares

 FirstName LastNameHeather  Turner
 Comapany NameLyell Immunopharma, Inc.
 May 7, 2021 Page 2
 FirstName LastNameHeather  Turner
Lyell Immunopharma, Inc.
May 7, 2021
Page 2
rather than 23,132,291 shares to arrive at pro forma net tangible book value per share.
Please revise or advise as to the appropriateness of your disclosure.
Critical Accounting Policies and Significant Judgments and Estimates
Common Stock Valuations, page 89
3.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the initial public offering and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including stock compensation
and beneficial conversion features. Please discuss with the staff how to submit your
response.
Business
Our Preclinical Data, page 129
4.We note certain disclosure in the Business section regarding your preclinical data that may
be read to imply efficacy, such as your statement on page 130 that your Epi-R T cell
populations have "demonstrated superior expansion". Please revise this section to clarify,
as you have done on pages 6 and 31, that such observations may not be repeated in
clinical trials and to remove any implication that your product candidates are or will be
found to be safe or effective, as these determinations are solely within the authority of the
FDA and comparable foreign regulators.
Collaboration, License and Success Payment Agreements
Fred Hutch, page 138
5.Please revise your disclosure regarding the company's agreements with Fred Hutch to
address the following:
•describe in greater detail the nature and scope of intellectual property that the
company was granted access to under the license agreement;
•disclose the duration and termination provisions of the license agreement;
•disclose the duration and termination provisions of the collaboration agreement; and
•file the license and collaboration agreements as exhibits or explain why such filing is
not required.

6.We note that in the letter agreement with Fred Hutch, the company is required to make
success payments up to $200 million based on the fair market value of the series A
convertible preferred stock or any security into which it has been converted.  Please
explain in this section whether the preferred stock converts automatically into common
stock upon the closing of the underwritten public offering and if it would be on a one-for-
one basis.  Also revise accordingly the similar provision and disclosure under the letter
agreement with Stanford.

 FirstName LastNameHeather  Turner
 Comapany NameLyell Immunopharma, Inc.
 May 7, 2021 Page 3
 FirstName LastNameHeather  Turner
Lyell Immunopharma, Inc.
May 7, 2021
Page 3
GSK Collaboration and License Agreement, page 141
7.For applications of your Epi-R technology to the NY-ESO-1 TCR, and in regards to the
company and GSK sharing responsibilities of development activities, please disclose if
each is responsible for the costs associated with their responsibilities.
National Cancer Institute (NCI) License Agreement, page 142
8.Please file the license agreement with NCI as an exhibit or advise us why such agreement
is not required to be filed.  See Item 601(b)(10) of Regulation S-K.
Intellectual Property, page 143
9.Please revise your intellectual property disclosure to clearly describe on an individual or
patent family basis the type of patent protection granted for each product, the expiration
year of each patent held, and the jurisdiction of each patent. Please clearly distinguish
between owned patents and patents in-licensed or out-licensed to third parties. In this
regard it may be useful to provide tabular disclosure.
Legal Proceedings, page 165
10.We note your statement on page 165 that the pending arbitration proceedings between
Lyell and PACT Pharma are not material to your operations; however, we also note the
disclosure provided on page F-21 which quantifies the impact of the PACT Agreement.
Please provide an analysis supporting your conclusion that the pending matter is not
material. Alternatively, revise your disclosure to describe the factual basis alleged to
underlie the proceedings along with the relief sought, and provide any updates to the
status of the arbitration. See Item 103 of Regulation S-K for guidance.
Certain Relationships and Related Person Transactions, page 192
11.For each of the transactions, please disclose the name of the related person and the basis
on which the person is a related person, the related person’s interest in the transaction, and
the approximate dollar value of the amount involved in the transaction.  See Item 404 of
Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-2
12.Please have your auditors amend their audit report to indicate that their audit was
conducted in accordance with the standards of the PCAOB, rather than only the auditing
standards. Refer to the guidance in  paragraph .09 of AS 3101.
General
13.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or

 FirstName LastNameHeather  Turner
 Comapany NameLyell Immunopharma, Inc.
 May 7, 2021 Page 4
 FirstName LastName
Heather  Turner
Lyell Immunopharma, Inc.
May 7, 2021
Page 4
not they retain copies of the communications.
            You may contact Jenn Do at 202-551-3743 or Vanessa Robertson at 202-551-3649 if you
have questions regarding comments on the financial statements and related matters. Please
contact Samuel Kluck at 202-551-3233 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dave Peinsipp